Sage Indemnification Sample Clauses

Sage Indemnification. Subject to section 12.4, we shall indemnify and hold you and your Affiliates harmless from and against any and all claims, costs, damages, losses, liabilities and expenses arising out of or in connection with a claim alleging that the Software infringes the Intellectual Property Rights of a third party. In no event shall we, our employees, consultants, agents and subcontractors be liable to you to the extent that the alleged infringement is based on: (i) a modification of the Software by anyone other than us; (ii) your use of the Software in a manner contrary to the instructions given to you by us, including such instructions given in any Documentation; (iii) your use of the Software in combination with any Third-Party Service, if the alleged infringement relates to such combination; or (iv) your use of the Software after notice of the alleged or actual infringement from us or any appropriate authority.
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Sage Indemnification. Subject to clause 11.4, Xxxx shall indemnify and hold you and your Affiliates harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) to the extent arising out of or in connection with a claim alleging that the Service infringes the Intellectual Property Rights of a third-party. In no event shall Sage, its Affiliates, employees, consultants, agents and subcontractors be liable to you to the extent that the alleged infringement is based on: (i) a customisation or modification of the Service by anyone other than Sage; (ii) your use of the Service in a manner contrary to the instructions given to you by Sage, including such instructions given in any Documentation; (iii) your use of the Service in combination with any service, software, hardware, network or system not supplied by us, if the alleged infringement relates to such combination; or (iv) your use of the Service after notice of the alleged or actual infringement from Sage or any appropriate authority.
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Sage Indemnification. Subject to section 9.4, Xxxx shall indemnify and hold you and your Affiliates harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with a claim alleging that the Service infringes the Intellectual Property Rights of a third party. In no event shall Sage, its employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on: (i) a modification of the Service by anyone other than Sage; or (ii) your use of the Service in a manner contrary to the instructions given to you by Xxxx, including such instructions given in any Documentation; or (iii) your use of the Service after notice of the alleged or actual infringement from Sage or any appropriate authority.
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Sage Indemnification. Subject to Section 9.3, Sage shall defend Partner, at Sage’s expense, in any third-party claim alleging that the Partner’s use of the unaltered Sage Provisioning Technology (other than any Partner Branding) infringes or misappropriates any U.S. patent, copyright, or trade secret of such third party. If there is an adverse judgment in any such claim, Sage shall pay any resulting costs and damages finally awarded by a court with respect to such claim. In the event of a claim or threatened claim under this section by a third party, Sage may, in its sole discretion, elect to (i) revise the Sage Provisioning Technology so that it is no longer infringing, (ii) obtain the right for Partner to continue using the Sage Provisioning Technology, or (iii) terminate this Agreement upon 30 days’ written notice.
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Related to Sage Indemnification

  • Licensee Indemnification Licensee will indemnify, defend and hold harmless UM, its trustees, officers, agents and employees (collectively, the “Indemnified Parties”), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties which results from or arises out of third party claims in connection with (individually, a “Liability” and collectively, the “Liabilities”):

  • Employee Indemnification In any claims against Huron Valley Schools, its departments, agencies, commissions, officers, employees, and agents, by any employee of the Contractor or any of its subcontractors, the indemnification obligation will not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor or any of its subcontractors under worker's disability compensation acts, disability benefit acts, or other employee benefit acts. This indemnification clause is intended to be comprehensive. Any overlap in provisions, or the fact that greater specificity is provided as to some categories of risk, is not intended to limit the scope of indemnification under any other provisions.

  • Limitation of Liability Indemnification (a)None of the Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Series or the Series #TICKER Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.

  • Liability; Indemnification Controlled Affiliate and Plan hereby agree to save, defend, indemnify and hold BCBSA harmless from and against all claims, damages, liabilities and costs of every kind, nature and description (except those arising solely as a result of BCBSA's negligence) that may arise as a result of or related to Controlled Affiliate's rendering of services under the Licensed Marks and Name.

  • Liability and Indemnification A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

  • INSURANCE/INDEMNIFICATION A. The School agrees to provide the following proof of insurance:

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