INDEMNIFICATION BY definition

INDEMNIFICATION BY. CLIENT: Client shall defend, indemnify and save ▇▇▇-▇▇▇▇, its respective successors, partners, subsidiaries and affiliates and their officers, directors, agents, employees, heirs, personal representatives or assigns (the "Indemnities") harmless from and against any actions, claims, losses, damages, demands liabilities or expenses (including, without limitation, all court costs and reasonable attorneys' fees on account thereof) arising from Client’s negligence, gross negligence, and intentional misconduct, including, but not limited to, those claims directly or indirectly causes or contributed to in part by any act or omission of Client, its agents, employees, subcontractors, material men, or anyone acting under its direction or control or on its behalf. Provided, however, that the foregoing shall not apply to the extent of claims caused by the gross negligence or willful misconduct of the party indemnified. • PARTIAL INVALIDITY: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated in any way.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

INDEMNIFICATION BY. NetTaxi. NetTaxi shall indemnify and hold the Company harmless from and against any costs, losses, liabilities and expenses, including all court costs, reasonable expenses and reasonable attorneys' fees (collectively, "Losses") that NetTaxi may suffer, incur or be subjected to by reason of any legal action, proceeding, arbitration or other claim by a third party, whether commenced or threatened, arising out of or as a result of (a) the use of NetTaxi Marks by the Company in accordance with this Agreement; (b) the content of the NetTaxi Site (except for content provided by NetTaxi); (c) any content provided by NetTaxi for display on the Game Pages and any negligent act of NetTaxi with respect to the Game Pages.

INDEMNIFICATION BY. REPRESENTATIVE: Representative will indemnify Turbeco and hold it harmless from any claims, losses or damages, including court costs and fees of attorneys and other professionals, for personal injury, tangible or intangible property damage or any other liability, arising from (i) the negligence or fault of Representative, its employees or agents, (ii) any use by Representative, its employees or agents of any trademarks, trade names, logos, designations, copyrights, patents or other proprietary rights relating to the Products, or (iii) any warranty made by Representative, its employees or agents relating to the Products.

Examples of INDEMNIFICATION BY in a sentence

• IT IS EXPRESSLY AGREED AND UNDERSTOOD THAT THIS AGREEMENT INCLUDES INDEMNIFICATION PROVISIONS WHICH, IN CERTAIN CIRCUMSTANCES, COULD INCLUDE AN INDEMNIFICATION BY INDEMNITOR OF LENDER FROM CLAIMS OR LOSSES ARISING AS A RESULT OF LENDER’S OWN NEGLIGENCE.

• WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU AND YOU AGREE TO COOPERATE WITH US IN MAKING THE DEFENSE.

• IT IS MY EXPRESS INTENT THAT THE ABOVE INDEMNITY INCLUDES INDEMNIFICATION BY ME OF TCU FROM THE CONSEQUENCES OF TCU'S OWN NEGLIGENCE.

• THE PROVISIONS OF SECTION 10.1 (INDEMNIFICATION BY GRASS VALLEY) STATE GRASS VALLEY’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES WITH RESPECT TO ANY CLAIM OR OTHER ALLEGATION INVOLVING INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS.

• WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL COOPERATE IN ASSERTING ANY AVAILABLE DEFENSES.

• IT IS EXPRESSLY AGREED AND UNDERSTOOD THAT THIS GUARANTY INCLUDES INDEMNIFICATION PROVISIONS WHICH, IN CERTAIN CIRCUMSTANCES, COULD INCLUDE AN INDEMNIFICATION BY GUARANTOR OF LENDER FROM CLAIMS OR LOSSES ARISING AS A RESULT OF LENDER’S OWN NEGLIGENCE.

• SUBJECT TO THE FOREGOING INDEMNIFICATION BY CITIBANK, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS CITIBANK AND ITS AFFILIATES, EMPLOYEES AND AGENTS WITH RESPECT TO ANY CLAIM, DAMAGE, LOSS, COST OR LIABILITY ARISING, DIRECTLY OR INDIRECTLY, FROM (A) YOUR USE OF OR INABILITY TO USE THE SYSTEM OR ANY SYSTEM CONTENT (INCLUDING ISSUING OF INTRUCTIONS), OR (B) ANY BREACH BY YOU OF THIS AGREEMENT.

• AT OUR ELECTION, WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU AND YOU AGREE TO COOPERATE WITH WOW! IN CONNECTION WITH ITS DEFENSE.

• IF INDEMNITEE IS ENTITLED UNDER ANY PROVISION OF THIS AGREEMENT TO INDEMNIFICATION BY THE COMPANY FOR SOME OR A PORTION OF EXPENSES, BUT NOT, HOWEVER, FOR THE TOTAL AMOUNT THEREOF, THE COMPANY WILL INDEMNIFY INDEMNITEE FOR THE PORTION THEREOF TO WHICH INDEMNITEE IS ENTITLED.

• NOTWITHSTANDING THE FOREGOING, THE ABOVE LIMITATIONS ON LIABILITY SHALL NOT APPLY TO SFDC’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12.2 (INDEMNIFICATION BY SFDC) BELOW.

More Definitions of INDEMNIFICATION BY

INDEMNIFICATION BY. YOU: You shall indemnify and hold harmless ▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇.▇▇▇ and any of its underlying service providers, information providers, licensors, licensees, employees, associated third parties, or agents from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses, including reasonable attorneys fees, arising from or relating to Your use of the Service, or any act, error, or omission of You or any user of Your account in connection therewith, including, but not limited to, matters relating to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of a copyright, trade name, trademark, service mark, or other intellectual property; any defective product or any injury or damage to person or property caused by any products sold or otherwise distributed through or in connection with the Service; initiation or facilitation of unsolicited commercial e-mail or "spam," whether through the ▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇.▇▇▇ Service or otherwise; fraud or deceptive trade practices; unauthorized use of or access to the ▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇.▇▇▇ or other computer system or systems; violation of any applicable law, rule, or regulation; or failure to cooperate with ▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇.▇▇▇ or law enforcement personnel when requested. USE OF MATERIALS, MARKS AND INFORMATION:

INDEMNIFICATION BY. TBC TBC shall indemnify, defend and hold harmless SP Ltd. and its Affiliates, and each of its and their respective employees, officers, directors and agents (each, a "SP Ltd. Indemnified Party") from and against any Liability which a SP Ltd. Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with (i) the performance of the Research Program by TBC, its Affiliates, or any of their respective employees, officers, directors or agents, and (ii) any breach by TBC of any of its representations, warranties and covenants contained in Sections 8.1 and 8.2 hereof.

INDEMNIFICATION BY. TBC TBC shall indemnify, defend and hold harmless Schering and its Affiliates, and each of its and their respective employees, officers, directors and agents (each, a "Schering Indemnified Party") from and against any Liability which a Schering Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with (i) the performance of the Research Program by TBC, its Affiliates, or any of their respective employees, officers, directors or agents, and (ii) any breach by TBC of any of its representations, warranties and covenants contained in Sections 8.1 and 8.2 hereof.

INDEMNIFICATION BY. BioChem: BioChem agrees to indemnify and hold harmless NAVA, ▇▇erican Vaccine and AMVAX and their affiliates, successors and assigns from and against any and all (a) claims, demands, liabilities, losses, costs or damages (collectively, "Loss") and (b) reasonable attorneys', legal assistants' and accountants' fees and expenses (collectively, "Expense") incurred by NAVA, ▇▇erican Vaccine and AMVAX and their affiliates, successors and assigns in connection with or arising from (i) any breach by BioChem of any of its covenants in this Agreement or in any agreement or instrument contemplated hereby or thereby; (ii) any failure of BioChem to perform any of its obligations in this Agreement or any agreement or instrument contemplated hereby or thereby; or (iii) any breach of any representation of any warranty or the inaccuracy of any representation of BioChem contained or referred to in this Agreement or any certificate referred to herein delivered by or on behalf of BioChem pursuant hereto or thereto. The indemnification provided for in this Section 7.1 shall terminate two (2) years after the Closing Date (and no claims shall be made by NAVA, ▇▇erican Vaccine and AMVAX or their affiliates, successors or assigns under this Section 7.1 thereafter), except that the indemnification by BioChem shall continue as to (a) the covenant of BioChem set forth in Section 8.9, as to which no time limitation shall apply; (b) the representation and warranty set forth in Section 4.2(h), which shall expire no earlier than the date of expiration of the applicable period stipulated in the applicable statute of limitations with respect to liability for any such taxes, penalties, interest or liabilities; and (c) any Loss or Expense of which NAVA, ▇▇erican Vaccine and AMVAX or their affiliates, successors or assigns has notified BioChem in accordance with the requirements of Section 7.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 7.1, as to which the obligation of BioChem shall continue until the liability of BioChem shall have been determined pursuant to this Section Seven, and BioChem shall have reimbursed NAVA, ▇▇erican Vaccine and AMVAX and their affiliates, successors or assigns for the full amount of such Loss and Expense in accordance with this Section Seven.

INDEMNIFICATION BY. DIRECTPOINTE. DirectPointe hereby agrees to indemnify and hold Customer harmless from any and all charges, expenses, causes of action, claims, damages, liabilities or fees (including the costs and expenses of attorneys' fee) in any way relating to or arising from the Services provided hereunder or a relationship with DirectPointe.

INDEMNIFICATION BY. BANK". "Bank" agrees to indemnify and hold harmless Broker-Dealer and its officers directors, employees, agents, affiliates and permitted assigns from and against any and all losses, costs, claims, damages, fines, penalties, expenses (including attorneys' fees) or liabilities they may incur arising out of the failure of any "Bank" Employee, as defined herein, to comply with the standards of conduct set forth in the Conduct Manual.