Common use of Indemnification by You Clause in Contracts

Indemnification by You. Subject to the remainder of this Clause 15 (Indemnities), You will: (a) defend Dell against any Third-Party Claim; and (b) indemnify Dell by paying (i) the resulting costs and damages finally awarded against Dell by a court of competent jurisdiction to the extent such are the result of the Third-Party Claim; or (ii) the amounts stated in a written settlement negotiated and approved by You. You may not, without Dell’s prior written consent, settle any Third-Party Claim if that settlement obligates Dell to admit any liability, to make any monetary payment, or to undertake any material obligation, or if that settlement would affect any APEX Service or Dell’s business practices or policies.

Appears in 23 contracts

Samples: Apex Distributor Agreement, Apex Reseller Agreement, Apex Distributor Agreement

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Indemnification by You. Subject to the remainder of this Clause 15 16 – Part A (Indemnities), You will: (a) defend Dell against any Third-Party Claim; and (b) indemnify Dell by paying (i) the resulting costs and damages finally awarded against Dell by a court of competent jurisdiction to the extent such are the result of the Third-Party Claim; or (ii) the amounts stated in a written settlement negotiated and approved by You. You may not, without Dell’s prior written consent, settle any Third-Party Claim if that settlement obligates Dell to admit any liability, to make any monetary payment, or to undertake any material obligation, or if that settlement would affect any APEX Service or Dell’s business practices or policies.

Appears in 13 contracts

Samples: Apex Agreement, Apex Agreement, Apex Agreement

Indemnification by You. Subject to the remainder of this Clause 15 16 (Indemnities), You will: (a) defend Dell and its suppliers against any Third-Party Claim; and (b) indemnify Dell and its suppliers by paying (i) the resulting costs and damages finally awarded against Dell or its suppliers by a court of competent jurisdiction to the extent such are the result of the Third-Party Claim; or (ii) the amounts stated in a written settlement negotiated and approved by You. You may not, without Dell’s prior written consent, settle any Third-Party Claim if that settlement obligates Dell or its suppliers to admit any liability, to make any monetary payment, or to undertake any material obligation, or if that settlement would affect any APEX Service Offering or Dell’s business practices or policies.

Appears in 5 contracts

Samples: Cloud Service Offerings Agreement, Cloud Service Offerings Agreement, Cloud Service Offerings Agreement

Indemnification by You. Subject to the remainder of this Clause 15 (Indemnities), You will: (a) defend Dell against any Third-Party Claim; and (b) indemnify Dell by paying (i) the resulting costs and damages finally awarded against Dell by a court of competent jurisdiction to the extent such are the result of the Third-Party Claim; or (ii) the amounts stated in a written settlement negotiated and approved by You. You may not, without DellXxxx’s prior written consent, settle any Third-Party Claim if that settlement obligates Dell to admit any liability, to make any monetary payment, or to undertake any material obligation, or if that settlement would affect any APEX Service or Dell’s business practices or policies.

Appears in 5 contracts

Samples: Apex Reseller Agreement, Reseller Agreement, Apex Distributor Agreement

Indemnification by You. Subject to the remainder of this Clause 15 – Part A (Indemnities), You will: (a) defend Dell against any Third-Party Claim; and (b) indemnify Dell by paying (i) the resulting costs and damages finally awarded against Dell by a court of competent jurisdiction to the extent such are the result of the Third-Party Claim; or (ii) the amounts stated in a written settlement negotiated and approved by You. You may not, without Dell’s prior written consent, settle any Third-Party Claim if that settlement obligates Dell to admit any liability, to make any monetary payment, or to undertake any material obligation, or if that settlement would affect any APEX Service, Related Service or Dell’s business practices or policies.

Appears in 1 contract

Samples: Dell Apex Agreement

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Indemnification by You. Subject to the remainder of this Clause 15 16 – Part A (Indemnities), You will: (a) defend Dell against any Third-Party Claim; and (b) indemnify Dell by paying (i) the resulting costs and damages finally awarded against Dell by a court of competent jurisdiction to the extent such are the result of the Third-Party Claim; or (ii) the amounts stated in a written settlement negotiated and approved by You. You may not, without DellXxxx’s prior written consent, settle any Third-Party Claim if that settlement obligates Dell to admit any liability, to make any monetary payment, or to undertake any material obligation, or if that settlement would affect any APEX Service or Dell’s business practices or policies.

Appears in 1 contract

Samples: Apex Agreement

Indemnification by You. Subject to the remainder of this Clause 15 15– Part A (Indemnities), You will: (a) defend Dell against any Third-Party Claim; and (b) indemnify Dell by paying (i) the resulting costs and damages finally awarded against Dell by a court of competent jurisdiction to the extent such are the result of the Third-Party Claim; or (ii) the amounts stated in a written settlement negotiated and approved by You. You may not, without Dell’s prior written consent, settle any Third-Third- Party Claim if that settlement obligates Dell to admit any liability, to make any monetary payment, or to undertake any material obligation, or if that settlement would affect any APEX Service, Related Service or Dell’s business practices or policies.

Appears in 1 contract

Samples: Apex Agreement

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