Indemnification 5 Sample Clauses

Indemnification 5. 补 偿 We will defend you, at our expense, against any third-party claim, demand, suit, or proceeding (“Claim”) brought against you by a nonaffiliated third-party alleging that a Product (including a Product that you access through the MCE Service) infringes or misappropriates an intellectual property right of the third-party and will indemnify you for and hold you harmless from any damages finally awarded to the third-party claimant or agreed to in settlement of the Claim. If your use of the Product is enjoined in connection with the Claim or we believe it reasonably could be enjoined, we may choose to either modify the Product to be non-infringing (while substantially preserving its utility and functionality) or obtain a license to allow for continued use of the Product or if these alternatives are not commercially reasonable, we may terminate your right to access and use the Product and refund any unused, prepaid Technical Support Services paid for the Product together with a refund of license fees paid for the Product (subject to depreciation on a straight line five-year basis). 就非关联公司的第三方指控某一产品（包括您通过MCE服务访问的产品）侵犯或盗用第三方知识产权而对您提起的任何第三方索赔、要求、诉讼或其他法律程序（“索赔”），我们将自行承担费用为您进行抗辩，赔偿您并使您免于因任何最终裁决向第三方权利请求人支付赔偿金或就索赔达成的和解遭受损害。如果索赔导致您被禁止使用产品，或者我们合理地认为您可能会被禁止使用产品，我们可以选择修改产品使其不侵权 （同时实质上保留其效用和功能）或获得许可以便您可以继续使用产品，或在这两种变通方式在商业上均不合理的情况下， 则我们可以终止您访问和使用产品的权利，并返还您已为产品支付的、任何未使用的预付技术支持服务费，以及您已为产品支付的许可费（按直线法扣除五年折旧）。 We will have no indemnification obligation, and you will indemnify us, for any Claim arising from or based upon (a) the misuse or unauthorized use of a Product or the use of a Product outside the scope of use identified in the Documentation, if the Claim would not have arisen without such use; or (b) any modification of a Product not authorized by us in writing, if the Claim would not have arisen without such modification; or (c) the combination of a Product with any third-party products, services or business processes not provided by us as part of a Product, if the Claim would not have arisen without such combination, or (d) the use of a Product in an unlawful or unauthorized manner, or (e) use of a prior version of a Product, if use of a newer version of the Product made generally available to our customers would have avoided the Claim, or (f) the use of Customer Content or a Third-Party Solution, or (g) a breach of the “Certain Obligations and Restrictions” or “Data Protection” sections of these General Terms or, as applicable, of the “MCE Service Obligations and Re...
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Indemnification 5. 5 S) COUNTY hereby agrees to indemnify, hold harmless, and defend CITY, its elected officials, officers, agents, and employees, from and against any and all claims, loss, demands, damages, cost, expenses or liability arising in connection with the occupancy and use of the Premises by COUNTY,out of the ownership, maintenance, or use of the Premises, except for liability arising out of the concurrent active or sole active negligence or willful misconduct of CITY, its officers, agents, or employees, including the cost of defense of any lawsuit arising therefrom. In the event judgment is entered against COUNTY and CITY because of the concurrent active negligence of COUNTY and CITY, their officers, agents, or employees, an apportionment of liability to pay such judgment shall be made by a court of competent jurisdiction. Neither Party shall request a jury apportionment. CITY hereby agrees to indemnify, hold harmless, and defend COUNTY, its elected and appointed officials, officers, agents, and employees, with counsel approved by COUNTY, against any and all claims, loss, demands, damages, cost, expenses or liability arising out of the ownership or , maintenance , or use of the Premises, except for liability arising out of the concurrent active or sole negligence of COUNTY, its officers, agents, or employees, including the cost of defense of any lawsuit arising therefrom. In the event COUNTY is named as co-defendant, CITY shall notify COUNTY of such fact and shall represent COUNTY, with counsel approved by COUNTY, in such legal action unless COUNTY undertakes to represent itself as co-defendant in such legal action, in which event CITY shall pay to COUNTY its litigation costs, expenses and attorney’s fees. In the event judgment is entered against COUNTY and CITY because of the concurrent active negligence of COUNTY and CITY, their officers, agents, or employees, an apportionment of liability to pay such judgment shall be made by a court of competent jurisdiction. Neither Party shall request a jury apportionment. COUNTY hereby agrees to indemnify, hold harmless, and defend CITY, its officers, agents, and employees, against any and all claims, loss, demands, damages, cost, expenses or liability arising out of the ownership, maintenance, or use of the Premises, except for liability arising out of the concurrent active or sole negligence of CITY, its officers, agents, or employees, including the cost of defense of any lawsuit arising therefrom. In the event judgment ...
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Indemnification 5. 5 S) 32 COUNTY shall defend, indemnify and save harmless DISTRICT, its officers, agents and 33 employees, from and against any and all claims, demands, losses or liabilities of any kind or 34 nature including reasonable attorney fees and litigation costs which DISTRICT, its officers, 35 agents and employees may sustain or incur or which may be imposed upon them for injury to or 36 death of persons, or damage to property as a result of, or arising out of, the sole negligence of 37 COUNTY, its officers, agents, employees, subtenants, invitee, or licensees, in connection with 38 theuse of thePremises by COUNTY. Likewise DISTRICT shall defend, indemnify and save 39 harmless COUNTY, its officers, agents and employees from and against any and all claims, 40 demands, losses, or liabilities of any kind or nature including reasonable attorney fees and 41 litigation costs which COUNTY, its officers, agents and employees may sustain or incur or which 42 maybe imposeduponthem forinjury toordeath or persons, ordamage to property asa result ProjectNo.: GA 1239-57-1 Project Name: 800 MHZ Project Location: O.C. Sanitation District Treatment Plant #2 1 of, or arising out of, the sole negligence of DISTRICT, its officers, agents, employees, invitee, or 2 licensees, in connection with the ownership or use of the Premises. 3
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Indemnification 5. 5 S) 11 COUNTY hereby agrees to indemnify, hold harmless, and defend CITY, its elected officials, officers, agents, and employees, from and against any and all claims, loss, demands, damages, cost, expenses or liability arising 13 in connection with the occupancy and use of the Premises by COUNTY, except for liability arising out of the sole negligence or willful misconduct of CITY, its officers, agents, or employees, including the cost of defense 15 of any lawsuit arising therefrom.
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Indemnification 5. 5 S) 15 16 COUNTY shall defend, indemnify and save harmless LESSOR, its officers, agents, and employees, 17 from and against any and all claims, demands, losses, or liabilities of any kind or nature which LESSOR, 18 its officers, agents, and employees may sustain or incur or which may be imposed upon them for injury 19 to or death of persons, or damage to property as a result of, or arising out of, the sole negligence of 20 COUNTY, its officers, agents, employees, subtenants, invitees, or licensees, in connection with the 21 occupancy and use of the Premises by COUNTY. 22 23 Likewise LESSOR shall defend, indemnify and save harmless COUNTY, its officers, agents, and 24 employees from and against any and all claims, demands, losses, or liabilities of any kind or nature 25 which COUNTY, its officers, agents, and employees may sustain or incur or which may be imposed 26 upon them for injury to or death of persons, or damage to property as a result of, or arising out of, the 27 sole negligence of LESSOR, its officers, agents, employees, invitees, or licensees, in connection with the 28 ownership, maintenance, or use of the Premises. 29
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Indemnification 5. 1 Seller and the Company's Indemnity Obligations. --------------------------------------------------- (a) Upon receipt of notice thereof, Seller and the Company shall, jointly and severally, indemnify, defend, and hold harmless Buyer from any and all claims, demands, liabilities, damages, deficiencies, losses, obligations, costs and expenses, including attorney fees and any costs of investigation that Buyer shall incur or suffer, that arise, result from or relate to: (i) any breach of, or failure by Seller or the Company to perform, any of their representations, warranties, covenants, or agreements in this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by Seller and/or the Company under this Agreement; and (ii) the employment of any of the Company's employees which is in violation of any law, regulation, or ordinance of any Governmental Entity. (b) Buyer shall notify promptly Seller and the Company of the existence of any claim, demand, or other matter to which Seller and the Company's indemnification obligations would apply, and shall give them a reasonable opportunity to defend the same at their own expense and with counsel of their own selection, provided that Seller shall at all times also have the right to fully participate in the defense. If Seller and the Company, within a reasonable time after this notice, fails to defend, Buyer shall have the right, but not the obligation, to undertake the defense of, and, with the written consent of Seller and the Company, to compromise or settle the claim or other matter on behalf, for the account, and at the risk, of Seller and the Company. 5.2
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Indemnification 5 
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Related to Indemnification 5

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • Indemnification; Exculpation Borrower shall pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lender.

  • Indemnification - General The Company shall indemnify, and advance Expenses (as hereinafter defined) to, Indemnitee (a) as provided in this Agreement and (b) to the fullest extent permitted by applicable law in effect on the date hereof and as amended from time to time. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections of this Agreement.

  • Indemnification Matters The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the Board of Directors by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by the Company’s Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company.

  • Exculpation; Indemnification Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 11.

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