Indemnification of Client. In the event that the Client or Masterworks becomes involved in any capacity in any action, proceeding, investigation, or inquiry in connection with any matter referred to in this Agreement, the Financial Adviser agrees to reimburse the Client or Masterworks for its legal and other expenses (including but not limited to the cost of any investigation and preparation as they are incurred by Client or Masterworks in connection therewith) if, and to the extent that (i) it shall be finally judicially determined by a court of competent jurisdiction that such action, proceeding, investigation, or inquiry arose out of the gross negligence or willful misconduct of Financial Adviser in performing the services, which are the subject of this Agreement; or (ii) such action, proceeding, investigation, or inquiry arose solely out of Financial Adviser’s violation of its representations and warranties set forth in this Agreement regarding compliance with securities laws. Financial Adviser also agrees to indemnify Client and hold it harmless from and against any and all losses, claims, damages, liabilities, costs, and expenses of every kind, nature, and description, fixed or contingent (including, without limitation, counsel’s fees and expenses and the costs of investigation and preparation for and any other costs associated with any action, proceeding, investigation or inquiry in which Client may be involved in any capacity) incurred by Client or Masterworks in connection with or as a result of any matter referred to in this Agreement or arising out of any matter contemplated by this Agreement if (i) it shall be finally judicially determined by a court of competent jurisdiction that such losses, claims, damages, or liabilities arose out of the gross negligence or willful misconduct of Financial Adviser; or, (ii) in the event of Financial Adviser’s violation of its representations and warranties set forth in this Agreement regarding compliance with securities laws.
Indemnification of Client. (a) In the event that the Client becomes involved in any capacity in any action, proceeding, investigation or inquiry in connection with any matter referred to in this Agreement, each of Financial Adviser agrees to reimburse Client for its legal and other expenses (including but not limited to the cost of any investigation and preparation as they are incurred by Client in connection therewith) if, and to the extent that (i) it shall be finally judicially determined by a court of competent jurisdiction that such action, proceeding, investigation or inquiry arose out of the gross negligence or willful misconduct of Financial Adviser in performing the services, which are the subject of this Agreement; or (ii) such action, proceeding, investigation or inquiry arose solely out of Financial Adviser’s violation of its representations and warranties set forth in this Agreement regarding compliance with securities laws.
Indemnification of Client. CBSW will indemnify Client, its Affiliates, and their respective directors, officers, employees and agents, and defend and hold each of them harmless, from and against any and all Losses arising from or occurring as a result of or in connection with (a) any material breach by CBSW of this Agreement (except as precipitated by a breach by Client of this Agreement), or (b) the negligence or willful misconduct on the part of one or more of the CBSW Parties in performing any activity contemplated by this Agreement, except for those Losses for which Client has an obligation to indemnify CBSW and its Affiliates pursuant to Section 17.1, as to which Losses each Party will indemnify the other to the extent of their respective liability for the Losses.
Indemnification of Client. LWI will indemnify CLIENT, its Affiliates, and their respective directors, officers, employees and agents, and defend and hold each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) in connection with any and all liability suits, investigations, claims or demands (collectively, “Losses”) to the extent such Losses arise out of or result from any claim, lawsuit or other action or threat by a Third Party arising out of: (a) any material breach by LWI of this Agreement, or (b) the gross negligence or willful misconduct on the part of one or more of the LWI Parties in performing any activity contemplated by this Agreement, except for those Losses for which CLIENT has an obligation to indemnify the LWI Parties pursuant to Section 15.2, as to which Losses each Party will indemnify the other to the extent of their respective liability for the Losses.
Indemnification of Client. Consultant agrees to indemnify and hold Client harmless from and against any liability to the extent arising out of the negligent errors or negligent omissions of Consultant, its agents, employees, or representatives, in the performance of Consultant's duties under this Agreement.
Indemnification of Client. Pedigree agrees to indemnify, defend and hold harmless Client from and against any and all losses, liabilities, costs (including reasonable attorneys’ fees) or damages resulting from any claim by any third party that the Hardware manufactured by Pedigree, Hosted Applications or Pedigree Marks infringe such third party’s intellectual property rights under the applicable laws of any jurisdiction within the United States of America, provided that, notwithstanding the foregoing, Pedigree will have no obligation to indemnify Client if the alleged infringement arises, in whole or in part, due to modification of the foregoing by Client or upon Client’s request or direction or due to unauthorized use by Client. If any claim for which indemnity is or may be sought is made or appears reasonably possible, Client agrees (i) promptly to notify Pedigree in writing; (ii) to cooperate with Pedigree, and to allow Pedigree sole authority to control the defense and settlement of such claim; and (iii) to permit Pedigree, at Pedigree’s sole discretion, to enable Client to continue to use the Licensed Technology or to obtain licenses for, modify or replace any such infringing material to make it non-infringing, provided that, if Pedigree determines that none of the foregoing alternatives is reasonably available, Client will, upon written request from Pedigree, cease use of, and, if applicable, return, such materials as are the subject of the relevant infringement claim.
Indemnification of Client. Custodian shall indemnify, defend and hold Client harmless of, from and against any loss, damage, claim, demand or liability, including, without limitation, reasonable costs and attorneys' fees (collectively, "Losses"), incurred by Client to the extent resulting from (i) Custodian's breach of this Agreement, (ii) Custodian's negligence or (iii) Custodian's willful misconduct. Custodian's obligation to indemnify Client hereunder is conditioned upon Custodian's receipt from Client of (a) prompt written notice of the claim or matter in respect of which indemnity is sought; provided, however, that failure or delay in giving such notice shall not relieve Custodian of its obligations hereunder except to the extent Custodian is prejudiced thereby; (b) cooperation of Client, on a best efforts basis, in the defense and settlement of any matter involving a third party claim; and (c) Client's tender to Custodian of the right to control, defend and settle, in Custodian's
Indemnification of Client. Alegion agrees to indemnify, defend and hold harmless Client from and against any and all losses, liabilities, costs (including reasonable attorneys’ fees) or damages resulting from any claim by any third party that the Platform and/or the Application Documentation infringes or misappropriates, as applicable, such third party’s copyrights or trade secret rights under applicable laws of the United States of America, provided that Client promptly notifies Alegion in writing of the claim, cooperates with Alegion, and allows Alegion sole authority to control the defense and settlement of such claim. If such a claim is made or appears possible, Client agrees to permit Alegion, at Alegion’s sole discretion, to enable it to continue to use the Platform or the Application Documentation, as applicable, or to modify or replace any such infringing material to make it non-infringing. If Alegion determines that none of these alternatives is reasonably available, Client shall, upon written request from Alegion, cease use of, and, if applicable, return, such materials as are the subject of the infringement claim. This Section 8.1 shall not apply to the extent that the alleged infringement arises from (i) modification of any of the Application IP by Client, (ii) combination, operation or use of any of the Application IP with other software, hardware or technology not provided by Alegion, (iii) use of a superseded or altered release of any of the Application IP, if such infringement would have been avoided by the use of a then-current release of the Application IP, as applicable, and if such then-current release has been made available to Client, (iv) any Client Materials, or (v) any applications owned or otherwise distributed by Client (any of the foregoing circumstances under clauses (i), (ii), (iii), (iv), or (v) a “Client Indemnity Responsibility”). IN NO EVENT SHALL ALEGION’S LIABILITY UNDER THIS SECTION 8 EXCEED THE CAP ON LIABILITY SET FORTH IN SECTION 7.3 ABOVE. THIS SECTION STATES ALEGION’S ENTIRE OBLIGATION AND LIABILITY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.
Indemnification of Client. Agent agrees to defend, indemnify and hold Client and its officers, directors and employees harmless from any and all Claims arising directly or indirectly from the negligence, bad faith, reckless disregard or willful misfeasance of Agent and its affiliates in the performance of its duties hereunder. Notwithstanding the foregoing, Client shall not be indemnified against any Claim caused by Client's or Client's other service providers' willful misfeasance, bad faith or negligence.
Indemnification of Client. The Investment Manager shall indemnify and hold harmless the Client from and against any and all actual costs and liabilities (including reasonable attorneys' fees and disbursements) that may be incurred as a result of any claim against any of them arising out of any decision or other action taken, omitted or suffered to be taken by the Investment Manager that was not in good faith, or was not authorized by or within the discretion or right or powers conferred upon it by this Agreement, or constituted gross negligence, willful misconduct, or a material breach of its fiduciary duty.
