Common use of Claims and Losses Clause in Contracts

Claims and Losses. Subscriber agrees to indemnify and hold harmless CDS Indemnified Parties from any and all Claims and Losses imposed on, incurred by, or asserted as a result of or relating to: (a) any noncompliance by Subscriber with the terms and conditions hereof; and (b) any third party actions related to Subscriber’s receipt and use of Exchange Data, whether authorized or unauthorized under this Agreement. Each party agrees to indemnify and hold harmless (and in every case, CDS shall be permitted to solely defend and settle) another party (including CDS) and their owners, subsidiaries, affiliates, officers, directors, employees, agents, and any related Persons, against any Claims and Losses arising from, involving, or relating to a claim of infringement or other violation of an intellectual property right by the indemnifying party provided that: (a) the indemnified party promptly notifies the indemnifying party in writing of the Claims and Losses; and (b) the indemnified party reasonably cooperates in the defense of the Claims and Losses.

Appears in 2 contracts

Samples: Subscriber Agreement, Global Markets Subscriber Agreement

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Claims and Losses. Subscriber agrees to indemnify and hold harmless CDS Indemnified Parties from any and all Claims and Losses imposed on, incurred by, or asserted as a result of or relating to: (a) any noncompliance by Subscriber with the terms and conditions hereof; and andor (b) any third party -party actions related to Subscriber’s receipt and use of Exchange Data, whether authorized or unauthorized under this Agreement. Each party agrees to indemnify and hold harmless (and in every case, CDS shall be permitted to solely defend and settle) another party (including CDS) and their owners, subsidiaries, affiliatesaffiliatesAffiliates, officers, directors, employees, agents, and any related Persons, against any Claims and Losses arising from, involving, or relating to a claim of infringement or other violation of an intellectual property right by the indemnifying party provided that: (a) the indemnified party promptly notifies the indemnifying party in writing of the Claims and Losses; and (b) the indemnified party reasonably cooperates in the defense of the Claims and Losses.

Appears in 1 contract

Samples: cdn.cboe.com

Claims and Losses. Subscriber agrees to indemnify and hold harmless CDS MEMX Indemnified Parties from any and all Claims and Losses imposed on, incurred by, or asserted as a result of or relating to: (a) any noncompliance by Subscriber with the terms and conditions hereof; and (b) any third third-party actions related to Subscriber’s receipt and use of Exchange Data, whether authorized or unauthorized under this Agreement. Each party agrees to indemnify and hold harmless (and in every case, CDS MEMX shall be permitted to solely defend and settle) another party (including CDSMEMX) and their owners, subsidiaries, affiliates, officers, directors, employees, agents, and any related Persons, against any Claims and Losses arising from, involving, or relating to a claim of infringement or other violation of an intellectual property right by the indemnifying party provided that: (a) the indemnified party promptly notifies the indemnifying party in writing of the Claims and Losses; and (b) the indemnified party reasonably cooperates in the defense of the Claims and Losses.

Appears in 1 contract

Samples: Memx Subscriber Agreement

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Claims and Losses. Data Subscriber agrees to indemnify and hold harmless CDS IEX Indemnified Parties from any and all al l Claims and Losses imposed on, incurred by, or asserted as a result of or relating to: (a) any noncompliance by Data Subscriber with the terms and conditions hereof; and (b) any third party -party actions related to Subscriber’s receipt Data Subscriber and use of Exchange DataIEX Data , whether authorized or unauthorized under this Agreement. Each party agrees to indemnify and hold harmless (and in every case, CDS IEX shall be permitted to solely defend and settle) another party (including CDSIEX) and their owners, subsidiaries, affiliates, officersoff icers, directors, employees, agents, and any related Persons, against any Claims and Losses arising from, involving, or relating to a claim of infringement or other violation of an intellectual property right by the indemnifying party provided that: (a) the th e indemnified party promptly notifies the indemnifying party in writing of the Claims and Losses; and (b) the indemnified party reasonably cooperates in the defense of the Claims and Losses.

Appears in 1 contract

Samples: Data Subscriber Agreement

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