XXXX INDEMNIFICATION. In the event any person or corporation shall attempt to assert a Mechanic’s Lien against the Leased Premises, Lessee shall hold Lessor harmless from such claim, including the cost of defense and shall provide to Lessor a Release of Mechanic’s Lien immediately upon Lessor’s request.
XXXX INDEMNIFICATION. XXXX shall indemnify, defend and hold harmless CLIENT against any Damages, whether or not foreseeable or in the contemplation of CLIENT or XXXX, that CLIENT may suffer as a result of any third party claims, suits or actions arising from XXXX’x breach of the representations and warranties in Sections 6.1 and 6.3, except to the extent the loss, damage, costs and expenses are a result of (a) CLIENT’s gross negligence or willful misconduct, (b) XXXX’x use of an application or production technique that has been developed as part of the Services or is provided by CLIENT, or (c) and XXXX’x use of CLIENT Materials.
XXXX INDEMNIFICATION. Xxxx agrees to indemnify, defend and hold Client, and its officers, directors, employees and agents, harmless from and against all third-party claims of whatever nature arising from, related to, or caused by (i) the gross negligence or willful misconduct of Keen in performing the Services, or (ii) the material and continuing default by Keen of its contractual obligations under this Agreement, which default is not cured within 30 days following written notice thereof by Client. This indemnity and hold harmless agreement shall include indemnity against costs, expenses, damages and liabilities, including reasonable legal fees, incurred by Client in or in connection with any such claims or proceeding brought thereon and the defense thereof, but shall exclude any consequential or incidental damages suffered by Client as a result of any such claim brought by a third party. Provided, however, the indemnity afforded under this Section 4(D) shall not apply to any claim (or any liability, expense, cost, or damage in or in connection with any such claim) arising from, related to, or caused by (i) the gross negligence or willful misconduct or failure of Client or its affiliates or agents in performing its obligations hereunder, (ii) the material and continuing default by Client or its affiliates or agents of its contractual obligations under this Agreement, which default is not cured within 30 days following written notice thereof by Xxxx, or (iii) actually paid pursuant to any insurance policy covering Client or its affiliates or agents.
XXXX INDEMNIFICATION. Xxxx shall indemnify IntelGenx and its officers, directors, employees and Affiliates (collectively, the “IntelGenx Parties”) against any and all losses, liabilities, damages, costs and expenses, including without limitation costs of investigation and reasonable attorneys’ fees and expenses (collectively, “Losses”), sustained by an IntelGenx Party and arising from:
XXXX INDEMNIFICATION. In the event any person or corporation shall attempt to assert a Mechanic’s Lien against the Leased Premises, Lessee shall hold County harmless from such claim, including the cost of defense and shall provide to County a Release of Mechanic’s Lien immediately upon County’s request.
XXXX INDEMNIFICATION. If any mechanic’s or materialmen’s lien is filed against the Premises as a result of any work or act relating to the Lessee, the Lessee shall discharge the lien within twenty (20) days after the filing of the lien by paying the disputed amount or posting a bond and promptly pursuing and obtaining its discharge. If the Lessee fails to discharge the lien as provided herein, the Authority may bond or pay the lien or claim for the account of the Lessee without inquiring into the validity thereof. The Lessee is required to reimburse the Authority for all funds spent to bond or discharge the lien and any additional costs associated therewith, including but not limited to attorneys’ fees and court costs.
XXXX INDEMNIFICATION. Mindjet shall not have any liability to you for any claims made by third parties arising out of your use of the Marks. You agree to indemnify Mindjet as set forth in Section 14 (Indemnification) below arising out of any claims which may be made against Mindjet arising out of your use of the Marks where such claim relates to your activities, products, or services. Notwithstanding the above, you shall have no obligation to indemnify Mindjet with respect to a claim of trademark or copyright infringement based upon your use of the Marks as expressly permitted under this Agreement.
XXXX INDEMNIFICATION. XXXX shall indemnify, defend and hold harmless PURCHASER and its directors, officers, employees, subcontractors, agents and Affiliates from and against any and all Claims in connection with (a) Xxxx'x violation of any regulatory rules, regulations or laws relating to the manufacturing of the Devices, (b) XXXX'x negligence or willful misconduct, or (c) XXXX'x breach of this Agreement, except to the extent any of the foregoing (a) is caused solely by the negligence or willful misconduct of the Indemnified Parties or solely by the breach by PURCHASER of its obligations under this Agreement.
XXXX INDEMNIFICATION. Subject to the limitations set forth below, XXXX, at its own expense, shall indemnify, defend (or at XXXX'x option and expense, settle) and hold Yahoo and any Yahoo Affiliates and their officers, directors, employees, agents, distributors and licensees (the "YAHOO INDEMNIFIED PARTY(IES)") harmless from and against any judgment, losses, deficiencies, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses), whether required to be paid to a third party or otherwise incurred in connection with or arising from any claim, suit, action or proceeding (collectively, a "CLAIM"), incurred or suffered by a Yahoo Indemnified Party to the extent the basis of such Claim is that: (i) Yahoo U.K. or any Local Content (to the extent distinct from Yahoo Properties provided by Yahoo to XXXX) infringe any: (1) patent; (2) copyright; (3) trade secret; or (4) trademark of a third party; (ii) XXXX does not have the right to license the Local Content as set forth herein; or (iii) XXXX has breached any of its duties, representations or warranties under this Agreement; PROVIDED, HOWEVER, that XXXX shall have no obligation to the Yahoo Indemnified Parties pursuant to this Section unless: (x) Yahoo gives XXXX prompt written notice of the Claim; and (y) in the case of third party claims, XXXX is given the right to control and direct the investigation, preparation, defense and settlement of the Claim; and Yahoo provides XXXX with reasonable assistance in the defense or settlement thereof; and PROVIDED FURTHER that if any settlement results in any ongoing liability to, or prejudices or detrimentally impacts Yahoo or any Yahoo Affiliate, and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Yahoo's written consent, which consent shall not be unreasonably withheld or delayed. In connection with the defense of any such Claim, each indemnified person may have its own counsel in attendance at all public interactions and substantive negotiations at its own cost and expense.
XXXX INDEMNIFICATION. If any mechanic’s or material men’s lien is filed against the Premises as a result of any work or act of the Lessee, the Lessee shall discharge the lien within twenty (20) days after the filing of the lien by paying the disputed amount or posting a bond. If the Lessee fails to discharge the lien, the Authority may bond or pay the lien or claim for the account of the Lessee without inquiring into the validity thereof. The Lessee is required to reimburse the Authority for all funds spent to bond or discharge the lien and any additional costs associated therewith.
