Client Indemnification. Client shall defend MRI against any claim, demand, suit, or proceeding made or brought against MRI by a third party arising out of or related to (i) the Client Data; (ii) Client’s or its users’ use of the Software or the SaaS Services in violation of the Agreement; (iii) Client or any user infringing or misappropriating the Intellectual Property rights of a third party or violating applicable law; or (iv) Client’s or its users’ use or misuse of the Software or SaaS Service or Client’s or its users’ use or misuse of the Client Data (including, without limitation, accessing, providing access, using or distributing the Client Data) (each of the above a “Client Claim”). Client shall indemnify MRI for all damages and costs finally awarded against, and for reasonable attorneys’ fees incurred by, MRI in connection with any Client Claim, or those costs and damages agreed to in a monetary settlement of such Client Claim; provided that MRI (a) promptly gives Client written notice of the Client Claim, (b) gives Client sole control of the defence and settlement of the Client Claim (provided that Client may not settle or defend any Client Claim unless it unconditionally releases MRI of all liability), and (c) provides Client all reasonable assistance, at Client’s cost. For purposes of this Section 7.4 only, “MRI” shall include MRI and its Affiliates, and each of their members, owners, officers, directors, employees, agents, successors and assigns.
Client Indemnification. Client will defend, indemnify and hold harmless Smarsh, its officers, directors, employees and agents, from and against all claims, losses, damages, liabilities and expenses (including fines, penalties, and reasonable attorneys’ fees), arising from or related to the content of Client Data and Client’s breach of the Service Specific Terms or Sections 4.2, 4.3, 4.4, 4.5, or 15.1 of this Agreement. Smarsh will (a) provide Client with prompt written notice upon becoming aware of any such claim; except that Client will not be relieved of its obligation for indemnification if Smarsh fails to provide such notice unless Client is actually prejudiced in defending a claim due to Xxxxxx’x failure to provide notice in accordance with this Section 13.1(a); (b) allow Client sole and exclusive control over the defense and settlement of any such claim; and (c) if requested by Client, and at Client’s expense, reasonably cooperate with the defense of such claim.
Client Indemnification. Client shall indemnify, defend and hold harmless Typhon, its Affiliates and their respective members, managers, directors, officers and employees (collectively, “Typhon Parties”) from and against any and all losses sustained or liabilities incurred (including any reasonable investigatory, legal, accounting and other expenses incurred in connection with, and any amounts paid in, any settlement; provided that Client shall have approved such settlement) resulting from a demand, claim, lawsuit, action or proceeding relating to a material breach of Client’s obligations under this Agreement.
Client Indemnification. The CLIENT agrees, to the fullest extent permitted by law, to indemnify and hold TRANSYSTEMS harmless from any damage, liability or cost (including reasonable attorney’s fees and costs of defense) to the extent caused by the CLIENT’S negligent acts, errors or omissions and those of its contractors, subcontractors or consultants or anyone for whom the CLIENT is legally liable, and arising from the project that is the subject of this Agreement. The CLIENT is not obligated to indemnify TRANSYSTEMS in any manner whatsoever for TRANSYSTEMS’ own negligence.
Client Indemnification. Client will indemnify, defend and hold harmless Smarsh, its officers, directors, employees and agents, from and against all claims, losses, damages, liabilities and expenses (including reasonable attorneys’ fees), arising from Client’s breach of any of Client’s obligations under this Section 2. Client’s obligation for indemnification will be predicated upon (a) Smarsh providing Client with prompt written notice upon becoming aware of any such claim, provided that Client will not be relieved of its obligation for indemnification as the result of Xxxxxx’x failure to provide such notice unless Client is actually prejudiced in defending such a claim as a result of Xxxxxx’x failure to provide notice; (b) if requested by Client, and at Client’s expense, Smarsh reasonably cooperating with the defense of such claim; and (c) Smarsh allowing Client sole and exclusive control over the defense and settlement of any such claim.
Client Indemnification. Except as provided herein, Client shall indemnify and hold Developer harmless from any loss, claim, or damage (including attorney’s fees) to persons or property arising out of this Agreement to the extent that the loss, claim, or damage is caused by Client’s breach of any term of this Agreement or the intentional act of Client. This indemnity survives termination of this Agreement.
Client Indemnification. Client shall indemnify, defend and hold harmless Bxxxxx and its Affiliates and any of their respective directors, officers, employees, subcontractors and agents (collectively the “Indemnified Bxxxxx Parties”) from and against any and all liabilities, obligations, penalties, claims, judgments, demands, actions, disbursements of any kind and nature, suits, losses, damages, costs and expenses (including, without limitation, reasonable attorney’s fees) arising out of or in connection with property damage or personal injury (including without limitation death) of third parties (collectively, the “Claims”) including without limitation Claims allegedly resulting from the negligent acts or omission of the Indemnified Bxxxxx Parties or for acts or omissions for which the Indemnified Bxxxxx Parties otherwise would be strictly liable, in connection with (a) Client’s transport, storage, promotion, labeling, marketing, distribution, use or sale of Product, (b) Client’s negligence or willful misconduct, (c) Client’s breach of its representations or warranties under this Agreement, or (d) any claim that the use, sale, Production (except Claims solely resulting from Bxxxxx’x use of Bxxxxx SOP’s in the Production), marketing or distribution of Product by Bxxxxx or Client violates the patent, trademark, copyright or other proprietary rights of any third party, except as provided in Section 14.2. [***] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION
Client Indemnification. Client shall defend Moody’s, its Affiliates, and each of their respective officers, directors, employees, shareholders, legal representatives, and agents (the “Moody’s Indemnified Parties”), from and against any claim, demand, suit or proceeding made or brought against the Moody’s Indemnified Parties by a third party based on or arising out of Client’s breach of the “Consumer-Related Prohibitions” section above or Client’s dissemination or distribution of any output from the Products to any third party, and will indemnify the Moody’s Indemnified Parties from any damages, attorney’s fees and costs finally awarded against the Moody’s Indemnified Parties as a result of, or for amounts paid in settlement of, such claim, demand, suit or proceeding; provided however, that (a) Moody’s shall have promptly provided Client with written notice of the claim, demand, suit, or proceeding related thereto and reasonable cooperation, information, and assistance in connection therewith at Moody’s expense (except that Moody’s failure to do so will not relieve Client of its obligations under this section except to the extent that Client is materially prejudiced by such failure), and (b) Client shall have sole control and authority with respect to the defense, settlement, or compromise thereof, provided that Moody’s reasonable consent to any such settlement or compromise shall be required unless it includes a full release of liability for all Moody’s Indemnified Parties. Moody’s shall be entitled, at its own expense, to participate in the defense of any claim subject to this section through counsel of its own choosing, and Client shall provide Moody’s with reasonable cooperation and assistance in such defense.
Client Indemnification. Client shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any Losses resulting (i) from any Third-Party Claim that the Client Data, or any use of the Client Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and (ii) any Third-Party Claims based on Client's or any Licensed User's
Client Indemnification. Client hereby agrees to defend, indemnify and hold harmless Xxxxxx and its Affiliates and their respective officers, directors, employees, contractors, consultants and agents (each, an “Xxxxxx Indemnitee”) from and against [***] (a “Claim”) against an Xxxxxx Indemnitee, including [***] (“Losses”), arising or resulting from (a) Client’s storage, promotion, labeling, marketing, distribution, use or sale of Client Product (including without limitation any Client Product or any other product of Client for which Xxxxxx provided development recommendations, as contemplated under Section 12.3 above), (b) Client’s negligence or willful misconduct, (c) Client’s material breach of this Agreement, any PWA, or the Quality Agreement, or (d) any claim that the use, sale, marketing or distribution of Client Product by Client, or the Production of Client Product by Xxxxxx in accordance with the Specifications, violates the patent, trademark, copyright or other proprietary rights of any third party, except to the extent any such Claims or Loss(es) arise or result from the negligence or willful misconduct of any of the Xxxxxx Indemnitees or Althea’s breach of this Agreement, any PWA, or the Quality Agreement,.
