Indemnification By Publisher Sample Clauses

Indemnification By Publisher. 8.2.1. Subject to the other terms and conditions set forth herein, Publisher agrees to defend Customer, its employees, officers, directors and Affiliates at Publisher’s sole cost and indemnify Customer (by paying for damages finally awarded against Customer or any amounts payable in any settlement entered into in compliance with this Agreement) from and against any claims, demands, actions or proceedings by any unaffiliated third party alleging that the Software as provided hereunder infringes or violates such third party’s United States patent, copyright or trade secret rights; provided that: (i) Publisher is notified promptly in writing of the claim; (ii) Publisher controls the defense, settlement and approval of the claim; and (iii) Customer reasonably cooperates, assists and gives all necessary authority to Publisher and reasonably required information in connection with the defense or settlement of the claim. 8.2.2. Publisher’s indemnity obligations under subsection 8.2.1 hereof will not apply if and to the extent that they arise from or relate to: (i) the use of the Software in any form or substance other than as provided by Publisher hereunder and as required to be used by Customer hereunder; (ii) use of a superseded version of some or all of the Software if the infringement or violation would have been avoided or mitigated by the use of a subsequent version (and/or Update) of the Software that is provided to Customer; (iii) the modification of the Software by Customer or any third party not authorized in writing by Publisher to do so; (iv) the use of the Software in combination with any intellectual property, services, reports, documentation, hardware, software, data or technology not supplied by Publisher; or (v) any data or information, or other intellectual property supplied by Customer, an Authorized User or any third party. 8.2.3. If the Software becomes, or in Publisher’s opinion, is likely to become, the subject of a third party claim covered by Publisher’s indemnification obligations under subsection 8.2.1, then Publisher may, in its sole discretion and at its sole cost and expense: (i) procure for Customer the right to continue using such Software; (ii) modify the infringing portion of the Software so as to render it non-infringing but still appropriate for its intended use under this Agreement; or (iii) replace the infringing portion of the Software with non-infringing items with substantially similar functionality. If Publisher reasonabl...

Indemnification By Publisher. Each Publisher Affiliate shall indemnify and hold SIE and its Affiliates and each of their respective officers, directors, employees, agents, representatives, successors and assigns harmless from and against third-party claims, demands, losses, liabilities, damages, expenses and costs, including reasonable fees for lawyers, expert witnesses and litigation costs, and costs incurred in the settlement or avoidance of any such claim, that relate to (i) a breach or alleged breach of any of Publisher’s representations or warranties set forth in Section 16.2, or any express representations or warranties offered by Publisher in any collateral contract subject to this GDPA; (ii) asserted or actual infringement of a third party’s Intellectual Property Rights or any individual consumer or class action claim, with respect to Publisher Property, Product Proposals, Product Information, Printed Materials, Advertising Materials, Packaging not provided by the Designated Manufacturing Facility, and their disclosure or use under this GDPA, in each case solely to the extent used or disclosed in accordance with the terms of this GDPA ; (iii) asserted or actual infringement of a third party’s Intellectual Property Rights [***], in each case exclusive of any SIE Materials or Licensed Trademarks therein (as applicable), any third party property or materials incorporated [***] that were not included in the underlying PlayStation Compatible Product in the form published by Publisher, and solely to the extent [***] within an applicable PlayStation Compatible Product; (iv) Publisher’s support of unauthorized or unlicensed Peripherals or software that do not comply with an applicable System format specification as set forth in the Guidelines; (v) Publisher’s Advertising Materials and Product Information (in each case as used in accordance with the terms of this GDPA ), or Publisher’s failure to comply with Additional Terms or the applicable Publisher ▇▇▇▇; (vi) any PlayStation Compatible Product features or capability related to cross-regional Online Activity that are implemented by Publisher; (vii) asserted or actual personal or bodily injury (including death or disability) or property damage arising out of, in whole or in part, the development, marketing, advertising, sale, distribution or use of any PlayStation Compatible Products unless due directly and solely to the breach of any SIE Company or Affiliate in performing any of the specific duties or providing any of the specific se...

Indemnification By Publisher. Publisher hereby agrees to defend, indemnify and hold harmless QUALCOMM, Carriers, wireless device manufacturers and end users, and each of their officers, directors, employees and successors and assigns (each, an "Indemnified Party") against any and all claims, demands, causes of action, damages, costs, expenses, penalties, losses and liabilities (whether under a theory of negligence, strict liability, contract or otherwise) incurred or to be incurred by an Indemnified Party (including but not limited to costs of defense, investigation and reasonable attorney and other third party fees and, to the extent permitted by law, fines, penalties and forfeitures in connection with any proceedings against the Indemnified Party) arising out of, resulting from or related to (i) any use, reproduction or distribution of a BREW Application or BREW Application documentation submitted by Publisher which causes an infringement of any patent, copyright, trademark, trade secret, or other property, publicity or privacy rights of any third parties arising in any jurisdiction throughout the world, and/or (ii) a breach of any express warranty or representation of Publisher under this Agreement.

Indemnification By Publisher. Publisher shall indemnify, defend, and hold VRTCAL and its officers, directors, employees, agents, successors, and assigns harmless from and against all third-party claims, suits, actions, damages, settlements, losses, liabilities, costs (including without limitation reasonable attorney’s fees) and expenses arising from (i) any claim that the use of the Publisher Content as contemplated by this Agreement violates any applicable statute, regulation, or law, or infringes any Intellectual Property Rights of any third party; (ii) any claim or suit that arises from the breach by Publisher of Section G.1 of this Agreement, including, but not limited to, the terms and conditions contained within any exhibit, addendum, or amendment hereto.

Indemnification By Publisher. TO THE FULLEST EXTENT PERMITTED BY LAW, PUBLISHER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS BIDFLUENCE, ITS AGENTS, AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, SUCCESSORS AND ASSIGNS AND APPLICABLE THIRD PARTIES (E.G., RELEVANT ADVERTISERS, SYNDICATION PARTNERS, LICENSORS, LICENSEES, CONSULTANTS AND CONTRACTORS) FROM ALL DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) (COLLECTIVELY, “LOSSES”) RESULTING FROM ANY CLAIM, JUDGMENT, OR PROCEEDING (COLLECTIVELY, “CLAIMS”) AND RESULTING FROM A. ANY BREACH BY PUBLISHER OF ANY PROVISION SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, THE REPRESENTATIONS AND WARRANTIES OF PUBLISHER CONTAINED IN SECTION 6.1 HEREIN AND THE COVENANTS OF PUBLISHER CONTAINED IN ARTICLE 7 HEREIN; B. OR ACTION OR INACTION OF BIDFLUENCE WITH RESPECT TO INSTALLING ITS CODE OR OTHERWISE CONFIGURING PUBLISHER’S OR ANY THIRD PARTY’S AD SERVER(S) IN ACCORDANCE WITH SECTION

Indemnification By Publisher. 8.2.1. Subject to the other terms and conditions set forth herein, Publisher agrees to defend Customer, its employees, officers, directors and Affiliates at Publisher’s sole cost and indemnify Customer (by paying for damages finally awarded against Customer or any amounts payable in any settlement entered into in compliance with this Agreement) from and against any claims, demands, actions or proceedings by any unaffiliated third party alleging that the Software as provided hereunder infringes or violates such third party’s United States patent, copyright or trade secret rights; provided that: (i) Publisher is notified promptly in writing of the claim; (ii) Publisher controls the defense, settlement and approval of the claim; and (iii) Customer reasonably cooperates, assists and gives all necessary authority to Publisher and reasonably required information in connection with the defense or settlement of the claim. 8.2.2. Publisher’s indemnity obligations under subsection 8.2.1 hereof will not apply if and to the extent that they arise from or relate to: (i) the use of the Software in any form or substance other than as provided by Publisher hereunder and as required to be used by Customer hereunder; (ii) use of a superseded version of some or all of the Software if the infringement or violation would have been avoided or mitigated by the use of a subsequent version (and/or Update) of the Software that is provided to Customer; (iii) the modification of the Software by Customer or any third party not authorized in writing by Publisher to do so;

Indemnification By Publisher. The Publisher shall indemnify and hold harmless the Company, and its directors, officers, agents and employees, and each person who controls the Company (within the meaning of Section, 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, or agents or employees of such controlling permits, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to any appeal or review), as incurred, to the extent arising out of or based solely upon any untrue statement of a material fact contained in the Article, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission was made by Publisher as a result of gross negligence or willful misconduct and solely as a result of its own review and riot based upon any information supplied by the Company. Notwithstanding anything to the contrary contained herein, the Publisher shall be liable under this Section 4.2 for only that amount as does not exceed the net proceeds of the Review Fee.

Indemnification By Publisher. Publisher shall indemnify and hold SCE and its Affiliates and each of their respective officers, directors, employees, agents, representatives, successors and assigns harmless from and against claims, demands, losses, liabilities, damages, expenses and costs, including reasonable fees for lawyers, expert witnesses and litigation costs, and costs incurred in the settlement or avoidance of any such claim, that relate to (i) a breach or alleged breach of any of Publisher’s representations or warranties set forth in Section 16.2, or in any collateral contract; (ii) asserted or actual infringement of a third party’s Intellectual Property Rights or any individual consumer or class action claim, with respect to Publisher Property, Product Proposals, Product Information, Printed Materials, Advertising Materials, Packaging not provided by the Designated Manufacturing Facility, User Content, and their disclosure or use under this GDPA; (iii) Publisher’s support of unauthorized or unlicensed Peripherals or software that do not comply with an appropriate System format specification as set forth in the Guidelines; (iv) Publisher’s Advertising Materials, Product Information, or Publisher’s failure to comply with Additional Terms or the applicable E▇▇▇; (v) any PlayStation Compatible Product features or capability related to cross-regional Online Activity; (vi) asserted or actual personal or bodily injury (including death or disability) or property damage arising out of, in whole or in part, the development, marketing, advertising, sale, distribution or use of any PlayStation Compatible Products unless due directly and solely to the breach of SCE in performing any of the specific duties or providing any of the specific services required of it under this GDPA; (vii) any civil or criminal investigations or actions relating to the development, marketing, advertising, sale or distribution of PlayStation Compatible Products; (viii) access to a Licensed Product outside of the country where SCE directs activity under Section 9.2.9 (Territory Restrictions), (ix) any claim relating to Publisher’s handling of data collected from or through a System or software on a System by or on behalf of Publisher or any data provided to Publisher by SCE pursuant to Section 12.4, or (x) any penalties or interest assessed against SCE or an Affiliate for any taxes or charges Publisher is required to remit to any governmental taxing authority with respect to payments made to SCE or an Affiliate (a...

Indemnification By Publisher. Publisher shall indemnify and hold SCEA harmless from and against any and all claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable fees for attorneys, expert witnesses and litigation costs, and including costs incurred in the settlement or avoidance of any such claim, which result from or are in connection with (i) a breach of any of the provisions of this Agreement; or (ii) infringement of a third party's intellectual property rights by Publisher; or