Netscape Indemnity Sample Clauses

Netscape Indemnity. Netscape shall indemnify, hold harmless, and defend Participant from and against any and all claims, liabilities, losses, damages, expenses and costs (including attorneys' fees and costs) arising from any third party claims arising out of or relating to any Content provided by Netscape to Participant for use in the Service, and any material to which users can directly link through Netscape's Content, other information supplied or managed by Netscape, or the negligence or intentional wrongdoing of Netscape, except to the extent that Participant is responsible under Section 10.1. Netscape will pay resulting costs, damages and legal fees finally awarded in such action in a court or in a settlement which are attributable to such claim provided that: (i) Participant promptly notifies Netscape in writing of any such claim; (ii) Netscape has sole control of the defense and all related settlement negotiations; and (iii) Participant cooperates with Netscape, at Netscape's expense, in defending or settling such claim. The foregoing states Netscape's sole obligation and Participant's sole remedy for third party claims of infringement or misappropriation.
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Netscape Indemnity. Netscape shall indemnify, hold harmless and defend Participant from and against any and all claims, liabilities, losses, damages, expenses and costs (including attorneys' fees and costs) arising out of or relating to: (a) a breach of Netscape's representations or warranties under Section 5.2 of the Netcenter General Terms; (b) any content provided by Netscape to Participant for use in the Service in accordance with this Agreement; or (c) the negligence or intentional wrongdoing of Netscape, except to the extent that Participant is responsible under Section 6.1 of the Netcenter General Terms. Netscape will pay resulting costs, damages and legal fees finally awarded in such action in a court or in a settlement that are attributable to such claim provided that: (i) Participant promptly notifies Netscape in writing of any such claim; (ii) Netscape has sole control of the defense and all related settlement negotiations; and (iii) Participant cooperates with Netscape, at Netscape's expense, in defending or settling such claim.
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Netscape Indemnity. Netscape shall indemnify, hold harmless and, at N2K's request, defend N2K in any action brought against N2K to the extent it is based on a claim that the use by N2K of any content or materials licensed from or provided by Netscape for use on or included in the Service in accordance with this Agreement directly 17 18 infringes any valid copyright or trade secret. Netscape will pay resulting costs, damages and legal fees finally awarded in such action in a court or in a settlement which are attributable to such claim provided that: (i) N2K promptly notifies Netscape in writing of any such claim; (ii) Netscape has sole control of the defense and all related settlement negotiations, and (iii) N2K cooperates with Netscape, at Netscape's expense, in defending or settling such claim.
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Netscape Indemnity. Netscape shall defend or settle, at its option, any action brought against Intraware to the extent it is based on a claim that use, reproduction or distribution by Intraware of the Netscape portion of the Netscape Products furnished hereunder within the scope of a license granted hereunder directly infringes any valid U.S. copyright, U.S. patent or U.S. trade secret. Netscape shall also defend any action brought against Intraware to the extent that it is based on a claim that the Netscape trademark(s) Intraware is licensed to use hereunder directly infringes any valid United States trademark. Netscape will pay resulting costs, damages and legal fees finally awarded against Intraware in such action which are attributable to such claim provided that Intraware: (a) promptly (within twenty (20) days) notifies Netscape in writing of any such claim and Netscape has sole control of the defense and all related settlement negotiations; and (b) cooperates with Netscape, at Netscape's expense, in defending or settling such claim. Should a Netscape Product become, or be likely to become in Netscape's opinion, the subject of infringement of such U.S. patent, copyright, trademark or trade secret, Netscape may procure for Intraware: (i) the right to continue using the same; or (ii) replace or modify it to make it non-infringing. In the event that Netscape shall reasonably determine that neither (i) nor (ii) above is commercially practicable, Netscape may terminate the license for the infringing Netscape Product and pay Intraware an amount representing the fees that Netscape has paid hereunder (excluding the initial payment) up to [*]. Netscape shall have no obligation or liability for, and Intraware shall defend, indemnify and hold Netscape harmless from and against any claim based upon: (a) use of other than the then current, unaltered version of the Netscape Product, unless the infringing portion is also in the then current, unaltered release; (b) use, operation or combination of Netscape Products with non-Netscape programs, data, equipment or documentation if such infringement would have been avoided but for such use, operation or combination; (c) Intraware's or its agent's activities after Netscape has notified Intraware that Netscape believes such activities may result in such infringement; (d) compliance with Intraware's designs, specifications or instructions; (e) any modifications or marking of the Netscape Products not specifically authorized in writing by Netsc...
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Netscape Indemnity iMALL acknowledges that (i) the AT&T WorldNet Software contains, as a critical component thereof, a Netscape Navigator Internet browser, (ii) certain indemnity obligations are made by Netscape to AT&T in the AT&T/Netscape Agreement; and (iii) AT&T has the right to fulfill any and all of its indemnity obligations to iMALL under this Agreement by exercising its rights under the AT&T/Netscape Agreement and securing performance by Netscape. 13.1.5
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Netscape Indemnity. Netscape shall indemnify, hold harmless and defend Excite from and against any and all claims, liabilities, losses, damages, expenses and costs (including reasonable attorneys' fees and costs) arising out of or relating to the Netscape-managed portions of Netcenter (and not including the Service, Excite's Content and any material under Excite's control to which users can directly link through Excite's Content), any content (other than the Netscape Licensed Technology and the NAS software) provided by Netscape to Excite for use in the Service in accordance with this Agreement, or the negligence or intentional wrongdoing of Netscape, except to the extent that Excite is responsible under Section 16.1. Netscape will pay resulting costs, damages and legal fees finally awarded in such action in a court or in a settlement which are attributable to such claim provided that: (i) Excite promptly notifies Netscape in writing of any such claim; (ii) Netscape has sole control of the defense and all related settlement negotiations, and (iii) Excite cooperates with Netscape, at Netscape's expense, in defending or settling such claim.
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Netscape Indemnity. Netscape shall indemnify, hold harmless and defend Excite from and against any and all claims, liabilities, losses, damages, expenses and costs (including reasonable attorneys' fees and costs) arising out of or relating to the * portions * (and not including the Service, Excite's Content and any * to which users can * through Excite's Content), any content (other than the * and the *) provided by Netscape to Excite for use in the Service in accordance with this Agreement, or the negligence or intentional wrongdoing of Netscape, except to the extent that Excite is responsible under Section 16.1. Netscape will pay resulting costs, damages and legal fees finally awarded in such action in a court or in a settlement which are attributable to such claim provided that: (i) Excite promptly notifies Netscape in writing of any such claim; (ii) Netscape has sole control of the defense and all related settlement negotiations, and (iii) Excite cooperates with Netscape, at Netscape's expense, in defending or settling such claim.
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Related to Netscape Indemnity

  • Insurance Indemnity Executive shall be covered by the Company’s directors’ and officers’ liability insurance policy, and errors and omissions coverage, to the extent such coverage is generally provided by the Company to its directors and officers and to the fullest extent permitted by such insurance policies. Nothing herein is or shall be deemed to be a representation by the Company that it provides, or a promise by the Company to obtain, maintain or continue any liability insurance coverage whatsoever for its executives. In addition, the Company shall enter into its standard indemnity agreement by which Company commits to indemnify a Company officer in connection with claims, suits or proceedings arising as a result of Executive’ service to the Company.

  • Company Indemnity The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

  • Insurance Indemnification During the term of this Agreement, Construction Manager shall procure and maintain, at its sole cost and expense, at least the following types and amounts of insurance coverage: (a) Commercial General Liability with limits no less than $1 Million per occurrence and $2 Million in the aggregate; (b) Commercial Automobile Liability with limits no less than $1 Million, combined single limit, (c) Worker's Compensation insurance with limits no less than the minimum amount required by applicable law; and (d) Errors and Omissions/Professional Liability with limits no less than $1 Million per occurrence. All required insurance policies shall be issued by insurance companies with a Best's Rating of no less than A-VII and provide that such insurance carriers give the Company at least 30 days' prior written notice of cancellation or non-renewal of policy coverage. The policies are to name the Company or its applicable subsidiary as additional insureds and will waive any right of subrogation of the insurers against the Company or any of its affiliates. The Company shall defend, indemnify and hold harmless the Construction Manager and its officers, directors, employees, agents, successors and permitted assigns (each, an “Indemnitee") from and against all claims, costs, losses and damages, arising out of or resulting from any third party claim, suit, action or proceeding relating to the Project or the Improvements and Revitalization. Construction Manager shall defend, indemnify and hold harmless the Company and its Indemnitees from and against all losses arising out of or resulting solely from the willful, fraudulent or grossly negligent acts or omissions of Construction Manager.

  • Seller Indemnity Seller shall, effective from and after the Closing ----------------- Date, as the sole and exclusive obligation of Seller with respect to this Agreement or the Property, except as provided further in this Section, indemnify, defend and hold Buyer harmless from and against any actual, direct damages (and reasonable attorneys' fees and other legal costs) incurred by Buyer within one (1) year of the Closing Date which Buyer can prove Buyer would not have incurred but for any inaccuracy as of the Closing Date in the representations and warranties of Seller set forth in the Section hereof entitled "Representations and Warranties of Seller," and Article 11 Entitled Brokers but specifically excluding any statement of facts, whenever occurring, that Buyer had notice of on or before the Closing Date. Such agreement by Seller to so indemnify, defend and hold Buyer harmless shall be null and void except to the extent that, within one (1) year of the Closing Date, Buyer has actually incurred such damage and Seller has received notice from Buyer pursuant to Article 9 hereof entitled "NOTICES" referring to this Section and specifying the amount nature and facts underlying any claim being made by Buyer hereunder. In addition, Seller shall indemnify defend and hold Buyer harmless from and against any actual, direct damages (and reasonable attorneys' fees and other legal costs) incurred by Buyer for a claim which: (a) is made by a third party alleging a tort committed by Seller, or (b) alleges bodily injury or property damage related to the Property and occurring before the Closing Date; provided that such claim does not arise out of or in any way relate to Hazardous Material or pollutants. Additionally, this provision does not limit the Buyer's remedies under Section 15.3 of this Agreement.

  • Limits on Indemnification Notwithstanding anything to the contrary contained in this Agreement:

  • Standard of Liability and Indemnity Subject to Section 2 hereof, DWR and its affiliates (as defined below) shall not be liable to the Customer, the General Partner or Limited Partners, or any of its or their respective successors or assigns, for any act, omission, conduct, or activity undertaken by or on behalf of the Customer pursuant to this Agreement which DWR determines, in good faith, to be in the best interests of the Customer, unless such act, omission, conduct, or activity by DWR or its affiliates constituted misconduct or negligence. The Customer shall indemnify, defend and hold harmless DWR and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims, or lawsuits) actually and reasonably incurred arising from any act, omission, conduct or activity undertaken by DWR on behalf of the Customer pursuant to this Agreement, including, without limitation, any demands, claims or lawsuits initiated by a Limited Partner (or assignee thereof), provided that (i) DWR has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct, or activity that was the basis for such loss, liability, damage, cost, or expense was not the result of misconduct or negligence. Notwithstanding anything to the contrary contained in the foregoing, neither DWR nor any of its affiliates shall be indemnified by the Customer for any losses, liabilities, or expenses arising from or out of an alleged violation of federal or state securities laws unless (a) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (c) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided, with regard to such court approval, the indemnitee must apprise the court of the position of the SEC, and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a Limited Partner in the right of the Customer to which DWR or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in this Section 8. The Customer shall make advances to DWR or its affiliates hereunder only if: (i) the demand, claim, lawsuit, or legal action relates to the performance of duties or services by such persons to the Customer; (ii) such demand, claim, lawsuit, or legal action is not initiated by a Limited Partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder. DWR shall indemnify, defend and hold harmless the Customer and its successors or assigns from and against any losses, liabilities, damages, costs, or expenses (including in connection with the defense or settlement of claims; provided DWR has approved such settlement) incurred as a result of the activities of DWR or its affiliates, provided, further, that the act, omission, conduct, or activity giving rise to the claim for indemnification was the result of bad faith, misconduct or negligence. The indemnities provided in this Section 8 by the Customer to DWR and its affiliates shall be inapplicable in the event of any losses, liabilities, damages, costs, or expenses arising out of, or based upon, any material breach of any warranty, covenant, or agreement of DWR contained in this Agreement to the extent caused by such breach. Likewise, the indemnities provided in this Section 8 by DWR to the Customer and any of its successors and assigns shall be inapplicable in the event of any losses, liabilities, damages, costs, or expenses arising out of, or based upon, any material breach of any warranty, covenant, or agreement of the Customer contained in this Agreement to the extent caused by such breach. As used in this Section 8, the term "affiliate" of DWR shall mean: (i) any natural person, partnership, corporation, association, or other legal entity directly or indirectly owning, controlling, or holding with power to vote 10% or more of the outstanding voting securities of DWR; (ii) any partnership, corporation, association, or other legal entity 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote by DWR; (iii) any natural person, partnership, corporation, association, or other legal entity directly or indirectly controlling, controlled by, or under common control with, DWR; or (iv) any officer or director of DWR. Notwithstanding the foregoing, "affiliates" for purposes of this Section 8 shall include only those persons acting on behalf of DWR within the scope of the authority of DWR, as set forth in this Agreement.

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • Liability and Indemnity 17.2.1 The Bond Trustee is liable only for direct losses incurred by Bondholders or the Issuer as a result of negligence or willful misconduct by the Bond Trustee in performing its functions and duties as set forth in this Bond Agreement. The Bond Trustee is not liable for the content of information provided to the Bondholders on behalf of the Issuer.

  • Special Indemnity Subject to the limitations contained in Sections 8.6.1 and 8.6.2, each of the Stockholders hereby severally and not jointly agrees to indemnify Parent Indemnified Parties against, and to protect, save and keep harmless Parent Indemnified Parties from, and to assume liability for, the payment of all Losses that may be imposed on or incurred by any Parent Indemnified Party as a consequence of or in connection with, incident to, resulting from or arising out of or in any way related to or by virtue of: (a) any misrepresentation, inaccuracy or breach of a representation or warranty by any Stockholder contained in Article III.A hereof; and (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Parent Indemnified Party which may give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the representations and warranties of any Stockholder contained in Article III.A hereof or in any certificate delivered by any Stockholder at the Closing. Any claim for indemnity made under this Section 8.2.2 shall not be construed as a claim under Section 8.2.1 hereof even if an Parent Indemnified Party could have made a claim under Section 8.2.1 hereof in respect of the same matters.

  • Standard of Liability Indemnifications Confidential material redacted and filed separately with the Commission.

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