By Partner. Partner warrants that it will: (i) perform its obligations hereunder and otherwise conduct its business in a manner that reflects favorably upon Caliper, the Solutions and the Marks; and (ii) refrain from deceptive, misleading or unethical business practices of any kind.
By Partner. Partner represents, warrants and covenants to Mod9 that: (i) it will not attempt to reverse engineer, decrypt, disassemble, decompile, decipher, reconstruct or re-orient the circuit design, algorithms, logic or program code in Mod9’s Software; and (ii) it will take all action reasonably necessary, and at least the same precautions as it would take to safeguard its own similarly valued proprietary and Confidential Information to secure Mod9’s Confidential Information against theft, loss or unauthorized disclosure.
By Partner. Partner will, at its own expense, defend Epicor and its Affiliates and suppliers and their directors, officers and employees (each, an “Epicor Indemnified Party” or “Indemnified Party”) against any Claim, and shall indemnify and hold harmless the Epicor Indemnified Parties from and against any damages, costs (including by not limited to reasonable attorney fees and costs) or amounts agreed to in a monetary settlement, arising out of or in connection with such Claim, to the extent the Claim is made or brought as a result of (i) Partner’s unauthorized use or distribution of the Products, (ii) Partner’s performance of Services to Customers, (iii) any representation or warranty made by Partner to any third party that was not authorized by Epicor or otherwise not in compliance with Epicor’s express warranties respecting the Products, or (iv) any failure by Partner to comply with Section 11 (Regulatory Agreements) or with any other law or regulation applicable to its obligations or activities under this Agreement.
By Partner. Partner will indemnify and hold harmless uniQure and its Affiliates, and their respective directors, officers, employees, successors, heirs and assigns, and agents (individually and collectively, the “uniQure Indemnitees”) from and against all Losses incurred in connection with any Third Party Claims to the extent arising from or relating to (a) the Exploitation of any Licensed Product by or on behalf of Partner or any of its Affiliates, Sublicensees, or Subcontractors, including, after the Manufacturing Responsibility Cutover Date, product liability claims arising from Licensed Product Manufactured by or on behalf of Partner or any of its Affiliates, Sublicensees, or Subcontractors or from any other Manufacturing activities for which Partner or any of its Affiliates, Sublicensees, or Subcontractors has responsibility, (b) Partner’s actions (or omissions) in the performance of its obligations with respect to Regulatory Submissions or interactions with Regulatory Authorities, in each case, as the Regulatory Responsible Party, (c) the gross negligence or willful misconduct of Partner or any of its Affiliates, Sublicensees, or Subcontractors, (d) the fraud of Partner or any of its controlled Affiliates, (e) Partner’s breach of any of its representations, warranties, covenants, or obligations set forth in or entered into pursuant to this Agreement; provided that, solely with respect to indemnification by Partner under this Section 11.1 (By Partner) for Third Party Claims, for purposes of determining whether any breach of any representation or warranty made by Partner in Section 10.3 (Representations and Warranties of Partner) has occurred and the amount of Losses resulting therefrom, arising in connection therewith, or relating thereto, the terms “material adverse effect” and other similar qualifications based upon materiality will be disregarded and given no effect, (f) the failure of Partner or any of its Affiliates, Sublicensees, or Subcontractors to abide by any Applicable Law, or (g) any claim or demand from any employee or contractor of Partner or any of its Affiliates who is an inventor of any Joint Technology with respect to the ownership thereof, in each case of clauses (a) through (g) above, except to the extent such Third Party Claims arise out of a uniQure Indemnitee’s gross negligence, willful misconduct, or fraud, breach of this Agreement, or failure to abide by any Applicable Law.
By Partner. Partner will indemnify, defend, and hold harmless Bark from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of: (i) a claim that Partner Brand Features infringe or misappropriate any patent, copyright, trade secret or trademark of a third party; (ii) any deficiency (including penalties and interest) relating to Taxes that are the responsibility of Partner; or (iii) failure to require a Customer to enter into a Customer Agreement and/or require a Customer to accept and agree to be bound by the Bark TOS.
By Partner. If a third party brings a Claim against Memberium alleging: i. that any data, materials or information provided by you, or your use of the Solutions in violation of the Agreement, or your products or services, infringe, misappropriate or violate any intellectual property rights of, or that you have otherwise violated applicable law with respect to, that third party; or
By Partner. If a third-party makes a claim against Liongard which claims that (i) any part of the Partner Data violates a law or infringes or violates that party's patent, copyright or other right, or (ii) there is an issue with the service that Partner is providing its customer (including installation or patching of the Service’s Software agent), then Partner will (i) defend Liongard against that claim at Partner’s expense and
By Partner. Partner agrees to indemnify and hold harmless MyFormulary, its officers, governors, owners, successors and assigns (the “MyFormulary Indemnified Parties”) from any and all loss, damage, liability, cost or expense (including reasonable attorney’s fees) which the MyFormulary Indemnified Parties may incur or suffer as a result of any claim arising out of:
By Partner. Partner will defend, indemnify and hold Arctic Wolf harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with any claims or causes of action against Arctic Wolf arising out of (a) any representations or warranties or any misrepresentation provided by Partner or its representatives relating to or concerning the Solutions; (b) a breach of any obligation of Partner set forth this Agreement; (c) any marketing, use or other exploitation of the Solutions, or (d) Partner’s breach of any agreement or obligation with a Customer pertaining to the Solutions. Arctic Wolf will (i) promptly give written notice of the Claim to Partner; (ii) give Partner sole control of the defense and settlement of the Claim (provided that Partner may not settle any claim or cause of action unless it unconditionally releases Arctic Wolf of all liability other than the payment of amounts to be covered by Partner hereunder); and (iii) provides to Partner all reasonable assistance, at Partner’s request and expense.
By Partner. You warrant that you will: (i) perform your obligations hereunder and otherwise conduct your business in a manner that reflects favorably upon Versapay, the Solutions and the Marks; and
