Indemnity by Customer Sample Clauses

Indemnity by Customer. CUSTOMER agrees to indemnify, hold harmless and defend PROVIDER, each other member of the GE Group, and their respective directors, officers, employees and agents, from and against any and all Liabilities relating to any Third Party Claim arising out of or based upon the provision of Services by PROVIDER to CUSTOMER, except for Liabilities arising out of or based upon:
AutoNDA by SimpleDocs
Indemnity by Customer. Customer shall indemnify, hold harmless and, except as set forth in Section 20.3(b), defend Provider and its Affiliates, and the respective current, future and former officers, directors, employees, agents, successors and assigns of each of the foregoing, and each of the foregoing Persons or entities (the “Provider Indemnitees”), upon written demand, from and against any and all Losses incurred by any of them related to, or arising out of or in connection with:
Indemnity by Customer. CUSTOMER agrees to indemnify, hold harmless and defend PROVIDER, each other member of the GE Group, and their respective directors, officers, employees and agents, from and against any and all Liabilities relating to any Third Party Claim arising out of or based upon the provision of Services by PROVIDER to CUSTOMER, except for Liabilities arising out of or based upon: negligence of PROVIDER, its Affiliates or Representatives; any of the Excluded Matters related to an act or omission of PROVIDER, its Affiliates or Representatives; any matter with respect to which PROVIDER is required to indemnify CUSTOMER under Section 12.a hereof; or any Third Party Claim that any resources provided by the CUSTOMER or used by PROVIDER in connection with the Services infringe, violate or misappropriate any Intellectual Property or Trademarks of any third party, excluding any such infringement, violation or misappropriation caused by: any such resources first provided to PROVIDER after the Execution Date, but excluding any infringement, violation or misappropriation resulting from modifications by or on behalf of the PROVIDER to any such resources, combinations of such resources with other items, or use of such resources, except as specified by CUSTOMER in each case (it being understood that the use of all Software included in any such resources in combination with computers or other hardware with which such Software is intended to be used shall be deemed to be so specified); any such resources first specified by CUSTOMER after the Execution Date for use by PROVIDER in connection with the Services, but excluding any infringement, violation or misappropriation resulting from (A) modifications by or on behalf of the PROVIDER to any such resources, combinations of such resources with other items, or use of such resources, except as specified by CUSTOMER in each case (it being understood that the use of all Software included in any such resources in combination with computers or other hardware with which such Software is intended to be used shall be deemed to be so specified) and (B) any failure by PROVIDER to fulfill its express obligation under any PSA or other applicable written agreement between the parties to obtain any rights or consents necessary for the use by PROVIDER of any Intellectual Property of a third party; and modifications by or on behalf of the CUSTOMER after the Execution Date to any such resources provided by PROVIDER and/or its Affiliates and Representativ...
Indemnity by Customer. Customer agrees to indemnify, defend and hold harmless Mach from any and all direct Losses arising from, in connection with, or based on allegations of, any of the following:
Indemnity by Customer. Customer shall indemnify Vendor from, and defend and hold Vendor harmless from and against, any Losses suffered, incurred or sustained by Vendor or to which Vendor becomes subject, resulting from, arising out of or relating to any claim:
Indemnity by Customer. Customer agrees to indemnify and hold harmless Hivelocity, its subsidiaries, their affiliates and each of their respective directors, officers, employees, shareholders and agents (each an “Indemnified Party”) against any losses, claims, damages, liabilities, penalties, actions, proceedings, judgments, or any and all costs thereof (collectively, “Losses”) to which an Indemnified Party may become subject and which Losses arise out of, or relate to the Agreement, Customer’s use of the Products and Services, breach of any confidentiality obligation or any alleged infringement of any trademark, copyright, patent or other intellectual property right and will reimburse an Indemnified Party for all legal and other expenses, including reasonable attorneys’ fees incurred by such Indemnified Party, in connection with investigating, defending, or settling any Losses, whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party.
Indemnity by Customer. The Customer must indemnify the Scheme Owner against each claim, action, proceeding, judgment, damage, loss, expense or liability incurred or suffered by or brought or made or recovered against the Scheme Owner arising out of the circumstances in which the Customer releases the Scheme Owner under clause 24.3 and a failure to comply with clause 18.1(b).
AutoNDA by SimpleDocs
Indemnity by Customer. Customer hereby agrees to indemnify and defend Masergy, its subsidiaries and affiliates, and their respective officers, directors, shareholders, employees, representatives and agents (collectively, the “Masergy Indemnified Parties”), from and against, and hold the Masergy Indemnified Parties harmless from, any and all Claims asserted by any third party against or incurred by the Masergy Indemnified Parties, including any Claims of Customer, to the extent such Claims arise out of or directly result from (i) Customer Negligence; or (ii) the misuse of the Services by Customer or a user who is given access to the Services by Customer. “Customer Negligence” shall mean the gross negligence or intentional misconduct of Customer or Customer’s principles, officers, directors, agents or employees.
Indemnity by Customer. 9.1 The Client shall indemnify and hold harmless GEOVIA, its employees, contractors, officers, directors, representatives, successors, assigns and agents from and against any and all claims, suits, demands, judgments, losses, injuries, obligations, liabilities, costs, damages, and expenses of whatever form or nature, including, without limitation, attorneys’ fees, experts’ and consultants’ fees, and other costs of legal defense (collectively, “Damages”) resulting in whole or in part from: (a) the negligent acts or omissions or wilful misconduct of the Client or Customer’s employees, contractors, officers, directors, agents or representatives (the “Client Personnel”); (b) Customer’s, or the Client Personnel’s, use of the Services, Materials, GEOVIA’s Confidential Information, or any Proprietary Rights therein, or failure to use the Services, Materials, GEOVIA’s Confidential Information, or any Proprietary Rights therein, in accordance with the terms and conditions of this Agreement or the relevant SOW; (c) Customer’s or the Client Personnel’s violation of the rights of any third parties; or (d) any other breach of this Agreement or the relevant SOW by the Client or the Client Personnel; provided that the foregoing indemnity obligation shall not apply to the extent that any Damages are determined by a final judgment to be caused by the negligence or wilful misconduct of GEOVIA.
Indemnity by Customer. Customer shall indemnify, defend and hold harmless Athena and its subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors and permitted assigns (each, a “Athena Indemnitee”) from and against any and all Losses incurred by such Athena Indemnitee in connection with any Claim by a third party (other than an Affiliate of a Athena Indemnitee) to the extent that such Losses arise out of or relate to any:‌
Time is Money Join Law Insider Premium to draft better contracts faster.