Partner Indemnity. Partner will defend and indemnify Dell and its Affiliates against any third party claim resulting or arising from or relating to: (i) Partner’s failure to obtain or maintain any appropriate license, intellectual property rights, or other permissions, regulatory certifications or approvals associated with any product, software, technology, data or other materials Partner provides, request or direct to be installed or integrated as part of the Products or Services; (ii) Partner’s misuse or modification of any Products or Services or violation of Dell’s or Dell Affiliate’s proprietary rights;
Partner Indemnity. 8.1 Partner hereby undertakes to keep PH, PH's Associated Companies and PH's Advertisers (together with their directors, employees and agents) fully and effectively indemnified against any and all costs, claims, expenses, administrative sanctions and liabilities (including reasonable legal fees) arising as a result of:
Partner Indemnity. 8.1 Partner hereby undertakes to keep Partnerize, Partnerize's Associated Companies and Partnerize's Advertisers (together with their directors, employees and agents) fully and effectively indemnified against any and all costs, claims, expenses, administrative sanctions and liabilities (including reasonable legal fees) arising as a result of:
Partner Indemnity. If we are liable to indemnify a Partner against any Claim or Loss arising out of or in connection with your Service or their role in its supply, you must indemnify us against our liability to the Partner except to the extent that we caused or contributed to the Claim or Loss by our negligence, breach of any Law or breach of your Contract.
Partner Indemnity. Partner shall indemnify RSA (and EMC) and hold RSA (and EMC) harmless against all claims asserted by a third party against RSA as a result of Partner’s failure to comply with its obligations hereunder or any acts or omissions of Partner.
Partner Indemnity. The Partner shall indemnify, hold harmless and, at no expense to ERPNext/Frappe, defend ERPNext/Frappe and its Affiliates (if any), and its and their respective directors, officers, employees, and authorized agents and other representatives (each a “Company Indemnified Party”) from and against any and all third-party claims, demands, actions, suits, proceedings, damages, liabilities, losses, fines, penalties, judgments, awards, settlements, costs and expenses (including attorneysʼ fees and court) arising from, or related in any manner whatsoever from
Partner Indemnity. Partner will indemnify Supplier from any third party action against Supplier to the extent proximately based upon an allegation arising from: (i) any access to or use of Partner Data with the Cloud Services; or (ii) modification or use of the Cloud Services with any Partner applications, provided that Supplier (a) promptly notifies Partner of any such action; (b) gives Partner full authority, information, and assistance to defend such claim; and (c) gives Partner sole control of the defense of such claim and all negotiations for the compromise or settlement of such claim.
Partner Indemnity. Each Partner shall be responsible for, and ----------------- shall indemnify, defend and hold harmless the Partnership, each other Partner, each other Partners' Eligible Indemnitees, the Operator and the Operator's Eligible Indemnitees from, any Third Party Claim and resulting Damages arising out of (a) products or services sold or made available or distributed by the indemnifying Partner and/or the storage, transportation, processing or sale of PO Product or Co-Product after receipt by such Partner at the Delivery Point, and (b) except for Third Party Claims and resulting Damages covered by the indemnification of another Partner under Section 14.1(a) or the indemnification --------------- of the Operator under Section 10.2 of the Operating Agreement, the acts or ------------ omissions of the Partner, its Affiliates and their respective employees and agents.
Partner Indemnity. Partner agrees to indemnify, defend and hold Two Impulse harmless from and against any costs, losses, liabilities, claims or expenses (including reasonable attorneys’ fees) arising out of: (a) any claim that any service rendered by Partner infringes on the intellectual property or other rights of any third party, except to the extent such infringement is caused solely by the TIPS; (b) the provision and use of any services (or lack thereof) related to such TIPS by Partner; and/or (c) breach by Partner of its service obligations to Clients. For any claim arising hereunder, Two Impulse agrees: (i) to notify Partner promptly in writing of the claim; (ii) to reasonably cooperate with Partner; and (iii) that Partner shall have sole control of the defence and all related settlement negotiations on the condition that such defence and/or settlement actions do not negatively impact Two Impulse. It is expressly specified the Partner liability will not exceed the amount of insurance coverage agreed between Two Impulse and Partner
Partner Indemnity. Subject to the provisions of Section 11.3 below, if a third party claims against Directly that Partner’s Solution or intellectual property (including, without limitation, applications and data) or content provided to Directly to perform its duties hereunder infringes such third party’s patent(s), copyright or trademark (a “Claim”), Partner shall defend the Claim and pay all reasonable costs of defense of such claim, and will indemnify and hold Directly harmless from and against any settlement amounts agreed to by Partner or damages finally awarded by a court of competent jurisdiction or administrative authority to such third party. In addition, Partner shall indemnify and hold harmless Directly from any third party claims, actions, suits, procedures, penalties, fines, liabilities, losses or damages asserted against Directly based upon or arising out of Partner’s failure to perform, or its wrongful performance of, any of its obligations or duties under these Agreement. Directly Indemnity. Subject to the provisions of Section 11.3 below, if a third party claims against Partner that Directly’s Solution or intellectual property (including, without limitation, applications and data) or content provided to Partner to perform its duties hereunder infringes such third party’s patent(s), copyright or trademark infringe such third party’s patent, copyright or trademark (each a “Claim”), Directly shall defend the Claim and pay all reasonable costs of defense of such claim, and will indemnify and hold harmless Partner from and against all settlement amounts agreed upon by Directly or damages finally awarded by a court of competent jurisdiction or administrative authority to such third party. In addition, Directly shall indemnify and hold harmless Directly from any third party claims, actions, suits, procedures, penalties, fines, liabilities, losses or damages asserted against Partner based upon or arising out of Partner’s failure to perform, or its wrongful performance of, any of its obligations or duties under these Agreement. Indemnification Process. The indemnification obligations above are conditioned upon the party seeking indemnification (i) giving the indemnifying party prompt written notice of any claim, action, suit or proceeding; (ii) granting complete control of the defense to the indemnifying party; and (iii) reasonably cooperating with the indemnifying party at the indemnifying party’s expense. The indemnified party may participate in the defense of the c...
