Indemnity by Reseller. Reseller indemnifies Adobe, each member of the Adobe Group, and each of their respective officers, employees and agents against any Losses (including legal costs on a solicitor and client basis) relating to or arising out of:
Indemnity by Reseller. Subject to the limitation of Reseller’s liability to eCom contained in this Agreement, Reseller will indemnify, defend and hold eCom harmless form all claims, actions, damages, costs and expenses, including reasonable attorney’s fees, arising out of (i) [***] and (ii) the actions of [***]; provided, however, that the foregoing indemnification will not apply to eCom’s gross negligence or willful misconduct.
Indemnity by Reseller. Except to the extent a claim is subject to Telular’s infringement indemnification obligation as set forth in Section 9 below, Reseller will indemnify, defend and hold Telular, its suppliers and business partners harmless from any and all damages, claims, actions, losses, liabilities and costs (including attorney’s fees) that Telular, its suppliers or business partners incur from any claim arising from or in connection with Reseller’s customer’s, end user’s or any third party’s use of the Services or any unit used for transmission of the Service (including, without limitation, claims for personal injury or property damage), Reseller’s combination of the Services or units with other products or services not provided by Telular, or Reseller’s modification of the Services or units. Telular shall cooperate in defending against the claim at Reseller’s expense. .Reseller shall conduct the defense and shall have control of the litigation, provided that Reseller will not enter into any settlement without first obtaining Telular’s written approval.
Indemnity by Reseller. Reseller hereby indemnifies and shall hold harmless Publisher from and against any and all claims, actions, costs, losses, and liabilities based on or arising out of (i) any false or misleading statements made by or on behalf of Reseller to an End-User with respect to the Products, except for statements that are a direct and correct reference to information in the Product documentation and marketing materials provided by Publisher, or (ii) any willful misconduct in connection with the misappropriation, disassembling, decompiling, or reverse engineering of any of the Products, or any portion thereof, by Reseller, or (iii) any willful misconduct by Reseller constituting a material breach or violation hereof by Reseller, and Reseller shall pay resulting reasonable costs, damages, and attorney fees finally awarded by a court of competent jurisdiction.
Indemnity by Reseller. Xxxxxxxx agrees to and shall defend, indemnify and hold Elisity and its directors, officers, employees, and agents harmless from and against any and all claims arising out of or related in any way to: (a) Reseller’s marketing, licensing and resale of the Products, or (b) any breach by Reseller of its obligations under this Agreement.
Indemnity by Reseller. The Reseller agrees to indemnify and keep indemnified [*] from and against all costs, claims, demands, liabilities, expenses, damages or losses (including without limitation any direct or indirect consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) which are finally awarded against [*] or finally settled into arising out of or in connection with any claim made against [*] by any End User or other third party in relation to the ASP Services provided that [*] promptly notifies Reseller in writing of the claim and Reseller has sole control of its defense and settlement; and receives reasonable assistance (at its account) from [*] in its defence and settlement. The indemnification obligation above shall not apply to any Infringement Claim (as defined in clause 19.3 below) made against [*] by End User or other third party in relation to the ASP Services.
Indemnity by Reseller. Xxxxxxxx agrees to and shall defend, indemnify and hold Forward Networks and its directors, officers, employees, and agents harmless from and against any and all claims arising out of or related in any way to: (a) Reseller’s marketing, licensing and resale of the Products to the extent that it is differs from Forward Networks’ marketing, licensing, and resale of the Products, or (b) any breach by Reseller of its obligations under this Agreement.
Indemnity by Reseller. Reseller must indemnify, defend and hold harmless Outset and its Affiliates and their officers, directors, employees and agents (“Outset Indemnified Parties”) against all Losses to the extent arising (i) out of the negligence, intentional wrongful acts, omissions where there is a duty to act, or misrepresentations of Reseller or any person for whose actions Reseller is responsible or (ii) out of Reseller’s performance under this Agreement, except to the extent such claims are caused by the intentional conduct or gross negligence of Outset. Reseller is solely responsible for any claims, warranties or representations made by Reseller or its employees or agents which differ from the warranty provided by Outset in the limited warranty specified herein for each Product sold or licensed hereunder, or which differ from written documentation provided by Outset.
Indemnity by Reseller. Reseller indemnifies Devolutions, its officers, employees and agents against any Losses (including legal costs on a solicitor and client basis) relating to or arising out of:
Indemnity by Reseller. Reseller agrees to indemnify, defend and hold harmless Liquidware, its affiliates, and their directors, officers, shareholders, employees and agents from and against any claims, suits, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees, arising out of or resulting from: (a) any actions or omissions on the part of Reseller in marketing or reselling the Software (other than claims for which Liquidware indemnifies Reseller pursuant to Section 8.1 above); (b) any breach of its obligations set forth in this Agreement; or (c) any failure on the part of Reseller to pay any taxes, duties or assessments due hereunder or other amounts as set forth in Section 5.5.
