Indemnification. To the extent permitted by applicable law, You agree to indemnify, hold harmless, and upon Apple’s request, defend Apple, its directors, officers, employees, shareholders, contractors and agents (each an “Apple Indemnified Party”) from any and all claims, liabilities, actions, damages, demands, settlements, expenses, fees, costs, and losses of any type, including without limitation attorneys’ fees and court costs (collectively, “Losses”), incurred by an Apple Indemnified Party and arising from or related to: (a) any Content You and/or Your End Users submit, post, transmit, or otherwise make available through the Service; (b) Your and/or Your End Users’ actual or alleged breach of, or failure to adhere to, any certification, covenant, obligation, representation or warranty in this Agreement; or (c) Your and/or Your End Users’ violation of any rights of another, or any laws, rules and regulations. You acknowledge that the Service is not intended for use in situations in which errors or inaccuracies in the content, functionality, services, data or information provided by the Service or Apple Software, or the failure of the Service or Apple Software, could lead to death, personal injury, or severe physical or environmental damage, and to the extent permitted by law, You hereby agree to indemnify, defend and hold harmless each Apple Indemnified Party from any Losses incurred by such Apple Indemnified Party by reason of any such use by You or Your End Users. This obligation shall survive the termination or expiration of this Agreement and/or Your use of the Service.
Indemnification. To the extent permitted by applicable law, You agree to indemnify and hold harmless, and upon Apple’s request, defend, Apple, its directors, officers, employees, affiliates, independent contractors and authorized representatives (each an “Apple Indemnified Party”) from any and all claims, losses, liabilities, damages, expenses and costs, including without limitation attorneys’ fees and court costs, (collectively, “Losses”) incurred by an Apple Indemnified Party and arising from or related to any of the following: (a) Your breach of any certification, covenant, obligation, representation or warranty made in this Agreement; (b) Your use (including Your Service Provider’s, Administrator’s, Authorized User’s, and/or Permitted Entity’s use) of the Service; (c) any claims, including but not limited to any end user claims, about Your use, deployment or management of Authorized Xxxxxxx, Device Enrollment Settings, and/or MDM Servers; (d) any claims, including but not limited to any end user claims, about the provision, management, and/or use of Authorized Devices, Administrator accounts, Managed Apple IDs, or Content licensed or purchased through the Service, and/or any other use of the Service; and/or (e) any claims regarding Your use or management of Personal Data (including use by Your Permitted Entity or Authorized Users). In no event may You enter into any settlement or like agreement with a third- party that affects Apple’s rights or binds Apple or any Apple Indemnified Party in any way, without the prior written consent of Apple.
Indemnification. 12.1 As used in this Section 12, a “Claim” is any claim, demand, loss, damage, liability, cost or expense (including professional fees and costs as incurred) for which one party (the “Indemnifying Party”) may be obligated to defend, indemnify
Indemnification. You agree to indemnify and hold us, our parents, subsidiaries and affiliates, and each of their respective members, officers, directors, employees, agents, co-branders and/or other partners, harmless from and against any and all claims, expenses (including reasonable attorneys’ fees), damages, suits, costs, demands and/or judgments whatsoever, made by any third party due to or arising out of: (a) your use of the Website, Services, or Content; (b) your breach of the Agreement; and/or (c) your violation of any rights of another individual and/or entity. The provisions of this paragraph are for our and the benefit of, each of our parents, subsidiaries and/or affiliates, and each of their respective officers, directors, members, employees, agents, shareholders, licensors, suppliers and/or attorneys. Each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on its own behalf.
Indemnification. Qlik shall defend, indemnify and hold Customer harmless from any damages and costs awarded against Customer as a result of a third party claim that the Qlik Products, as delivered by Qlik and used as authorized under this Agreement, infringes upon any third party copyright, trademark or a patent (“IP Claim”). Customer shall defend, indemnify and hold Qlik harmless from any damages and costs awarded against Qlik as a result of a third party claim alleging Customer’s External Use of the Qlik Products or use of Customer Data with Qlik Products, infringes upon any third party copyright, trademark or patent to the extent any such infringement arose from Customer’s use or combination of the Qlik Products with any data, content, services or software or other materials not provided by Qlik. Each party’s indemnification obligation is subject to: (i) prompt notification of a claim in writing to the indemnifying party; (ii) consent to allow the indemnifying party to have sole control of the defense and any related settlement negotiations; and (iii) provision of information, authority and assistance as necessary for the defense and settlement of an indemnified claim. The indemnifying Party shall not consent to entry into judgment or enter into any settlement that admits liability of the indemnified Party, provides for injunctive or other non-monetary relief affecting the indemnified Party, without the prior consent of the indemnified Party, which consent shall not be unreasonably withheld.
Indemnification. 24.1 Le Fournisseur devra indemniser et dégager la responsabilité d’AMSA/DMSA et, à la demande d’AMSA/DMSA, défendre AMSA/DMSA, ses dirigeants, cadres, clients, agents et employés contre toute réclamation, responsabilité, dommage, perte et frais, y compris les frais juridiques et le coût de poursuites, reliées d’une manière quelconque aux Biens ou aux Services fournis en vertu de ce Contrat, y compris mais sans y être limité : a. Toute contravention à une garantie mentionnée dans la présente; b. Toute réclamation fondée sur la mort ou une blessure corporelle à une personne quelconque, la destruction ou les dommages à la propriété ou la contamination de l’environnement et les coûts de réhabilitation qui y seraient associés; c. Toute réclamation fondée sur la négligence, l’omission ou la faute délibérée du Fournisseur ou d’un de ses agents, sous-traitants, employés ou quiconque agissant au nom du Fournisseur; d. Toute réclamation par un tiers contre AMSA/DMSA, alléguant que les Biens ou les Services (y compris les logiciels, mais sans y être limité), les résultats de ces Services, ou tout autre produit ou procédé fournis en vertu de ce Contrat, contreviennent à un brevet, un droit de reproduction, une marque de commerce, un secret commercial ou un droit de propriété d’un tiers, qu’ils aient été fournis seuls ou groupés avec d’autres produits, logiciels ou procédés. Le Fournisseur ne devra pas régler ces poursuites ou réclamations sans l’approbation écrite préalable d’AMSA/DMSA. Le Fournisseur accepte de payer ou de rembourser tous les frais encourus par AMSA/DMSA pour faire respecter cette indemnité, y compris les frais juridiques. 24.2 Si l’utilisation par AMSA/DMSA ou ses 24.1 Supplier shall indemnify, hold harmless, and at AMSA/DMSA’s request, defend AMSA/DMSA, its officers, directors, customers, agents and employees, against all claims, liabilities, damages, losses and expenses, including attorney’s fees and cost of suit arising out of or in any way connected with the Goods or Services provided under this Contract, including, without limitation: a. The breach of any warranty contained herein; b. Any claim based on the death or bodily injury to any person, destruction or damage to property, or contamination of the environment and any associated clean up costs; c. Any claim based on the negligence, omissions or wilful misconduct of Supplier or any of Supplier’s agents, subcontractors, employees or anyone acting on behalf of Supplier; and d. Any claim by a ...
Indemnification. The Company shall indemnify any director or officer and his/her heirs, executors and administrators for any damages, compensations and costs to be paid by him/her and any expenses reasonably incurred by him/her as a consequence of, or in connection with any action, suit or proceeding to which he/she may be a party by reason of him/her being or having been a director or officer of the Company, or, at the request of the Company, of any other company of which the Company is a shareholder or creditor, except in relation to matters as to which he/she shall be finally judged in such action, suit or statuts coordonnés de "MILLICOM INTERNATIONAL CELLULAR S.A." - 8 | P a g e proceeding to be liable for gross negligence or wilful misconduct; in the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Company is advised by its legal counsel that the person to be indemnified did not commit such breach of duty. The foregoing right of indemnification shall not exclude other rights to which he/she may be entitled. The indemnification by the Company shall include the right of the Company to pay or reimburse a defendant's reasonable legal costs before any proceeding or investigation against the defendant shall have resulted in a final judgment, settlement or conclusion, provided the Company's Directors shall have determined in good faith that the defendant's actions did not constitute wilful and deliberate violations of the Law and shall have obtained the relevant legal advice to that effect.
Indemnification. You agree to defend, indemnify, and hold harmless the Service Provider, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees
Indemnification. 10.1. Customer shall indemnify, defend (at Uber’s option) and hold harmless Uber and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) Customer’s breach of its representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to Customer’s provision of Transportation Services or use of the Uber Services.
Indemnification. Dell shall defend and indemnify you against any third-party claim or action that Products, Software, or Services (excluding Third-Party Products and open source software) prepared or produced by Dell and delivered pursuant to this Agreement infringe or misappropriate that third party's patent, copyright, trade secret, or other intellectual property rights enforceable in the country in which such Software or Services are sold to you by Dell ("Indemnified Claims "). In addition, if Dell receives prompt notice of a claim that, in Dell's reasonable opinion, is likely to result in an adverse ruling, then Dell shall at its option, (1) obtain a right for you to continue using such Products or Software or allow Dell to continue performing the Services; (2) modify such Software or Services to make them non-infringing; (3) replace such Software or Services with a non- infringing equivalent; or (4) refund any pre-paid fees for the allegedly infringing Services that have not been performed or provide a reasonable depreciated or pro rata refund for the allegedly infringing Software. Notwithstanding the foregoing, Dell shall have no obligation under this Section for any claim resulting or arising from (1) modifications of the Software or Services that were not performed by or on behalf of Dell; (2) the combination, operation, or use of the Software or Services in connection with a third-party product, software, or service (the combination of which causes the claimed infringement); or (3) Dell's compliance with your written specifications or directions, including the incorporation of any software or other materials or processes provided by or requested by you. This Section states Customer's exclusive remedies for any third-party intellectual property claim or action, and nothing in this Agreement or elsewhere will obligate Dell to provide any greater indemnity to Customer. You shall defend and indemnify Dell against any third-party claim or action arising out of (1) your failure to obtain any appropriate license, intellectual property rights, or other permissions, regulatory certifications, or approvals associated with technology provided by you, or associated with software or other components directed or requested by you to be installed or integrated as part of the Services; (2) your breach of Dell's proprietary rights as stated in this Agreement; or (3) any inaccurate representation regarding the existence of an export license or any allegation made against Dell due to...