Indemnification by Partner. If an action is brought against Licensor and/or its Affiliates by a third party arising from (a) any taxes and related costs, interest and penalties paid or payable by Licensor and/or its Affiliates, (b) Partner or its Affiliates’ breach of Sections 3.1, 10 or 11 of this Agreement, including any action in excess of Partner’s authority hereunder, (c) any agreement between Partner and its distributors, resellers or End Users, or (d) a claim that any Partner Product infringes, misappropriates or violates any patent, copyright or trademark of any third party or Partner's combining (or its authorizing others to combine) the Software with any products not provided by Licensor, then Partner shall defend Licensor and its Affiliates, at Partner's expense, and shall pay any settlement amounts Partner authorizes and all damages, costs and attorneys’ fees finally awarded against Licensor and/ or its Affiliates in the action.
Indemnification by Partner. If an action is brought against Licensor and/or its Affiliates by a third party arising from (a) any taxes and related costs, interest and penalties paid or payable by Licensor and/or its Affiliates, (b) Partner or its Affiliates’ breach of Sections 3.1, 3.2, 7.2-7.5, 10, 11 or 12 of this Agreement, including, without limitation, any action in excess of Partner’s authority hereunder, (c) any agreement between Partner and its distributors, resellers or End Users, or (d) a claim that any Partner Product infringes, misappropriates or violates any patent, copyright or trademark of any third party or Partner's combining (or its authorizing others to combine) the Software with any products not provided by Licensor, then Partner shall defend Licensor and its Affiliates, at Partner's expense, and shall pay any settlement amounts Partner authorizes and all damages, costs and attorneys’ fees finally awarded against Licensor and/ or its Affiliates in the action.
Indemnification by Partner. Partner will indemnify, defend, and hold harmless Coursera, its affiliates, and each of their officers, directors, employees, and agents (the “Coursera Indemnitees”) from and against any and all losses, damages, costs, expenses (including reasonable attorneys’ fees and expenses), or other liabilities (“Losses”), arising out of or resulting from any third-party claim asserted against any Coursera Indemnitee to the extent relating to: (a) any Course Content, including any violation or infringement of any third-party intellectual property rights or claims of defamation, invasion of privacy, right to publicity, or unfair competition; or (b) marketing communications to Learners by Partner that are claimed by such third party to be in violation of applicable law.
Indemnification by Partner. Each Partner hereby agrees to indemnify and hold harmless the Partnership, the other Partners, the Partnership Representative and the General Partner from and against any liability (including any liability for Partnership Level Taxes) with respect to income attributable to or distributions or other payments to such Partner.
Indemnification by Partner. Partner will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Product as permitted under this Agreement infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement Partner approves of in connection with a Claim Against Customer; provided, however, that the Partner has no liability if a Claim Against Customer arises from: (1) Customer Data or non-Partner products, including third-Party software; and (2) any modification, combination or development of the Product that is not performed or authorized in writing by Partner, including in the use of any application programming interface (API). Customer must provide Partner with prompt written notice of any Claim Against Customer and allow Partner the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Partner’s defense and settlement of such matter. This section states Partner sole liability with respect to, and Customer’s exclusive remedy against Partner for, any Claim Against Customer.
Indemnification by Partner. Partner will indemnify and defend Avalara against any Losses arising from a third-party claim that (1) Avalara’s use of the Partner Technology in accordance with the Agreement causes an Infringement; (2) results from Partner’s breach of the Agreement; (3) results from Partner providing Personal Information to Avalara without the prior affirmative consent of the individual data subject; or (4) results from Partner’s violation of applicable law.
Indemnification by Partner. Partner agrees to indemnify, defend and hold harmless Frontier, its directors, officers, employees, agents, parent corporation, subsidiaries and affiliates for, from and against any and all loss, liability, claim, damage, penalty, fine, charge, cause of action, demand, cost and expense (including attorneys' and consultants' fees and costs) whatsoever (collectively, "Damages"), as incurred, arising out of, or resulting from: (i) the provision of the Flight Services by Partner or any of its employees, agents, licensees, officers or directors; (ii) Partner's breach of this Agreement; (iii) damage or destruction of property of any person, or injury or death of any person, caused by, arising out of, or in connection with any act or omission of Partner, its employees, agents, licensees, contractors, suppliers, officers or directors; and (iv) Partner's failure to comply with any Regulations. Partner shall reimburse Frontier or other Indemnified Party (as defined below) for any legal and any other expenses reasonably incurred in investigating, preparing or defending against any claim or action arising out of or relating to any of the foregoing. The indemnity provisions of this paragraph 9.2 will not apply if it is determined by final decision of a court or tribunal that, with respect to the cause of the applicable Damages, the percentage of responsibility allocated to Partner is less than the percentage of responsibility allocated directly to Frontier for its negligence, gross negligence, or willful misconduct. The indemnification obligations of this paragraph 9.2 shall survive termination or expiration of this Agreement.
Indemnification by Partner. (a) Partner shall indemnify, hold harmless and defend AVEO and each of its Affiliates, all of their respective officers, directors, employees and agents, and each of their respective successors, heirs and assigns (collectively, the “AVEO Indemnitees”) from and against any and all losses, damages, liabilities, judgments, fines, amounts paid in settlement, expenses and costs of defense (including reasonable attorneys’ fees and witness fees) (collectively, “Losses”) resulting from any demand, claim, action or proceeding brought or initiated by a Third Party (each, a “Third-Party Claim”) against any AVEO Indemnitees(s) to the extent that such Third-Party Claim arises out of:
Indemnification by Partner. Partner will indemnify, defend and hold harmless Ironwood, its Affiliates, Sublicensees, distributors and each of its and their respective employees, officers, directors and agents (each, an “Ironwood Indemnified Party”) from and against any and all Liabilities that the Ironwood Indemnified Party may be required to pay to one or more Third Parties to the extent resulting from or arising out of:
Indemnification by Partner. Partner will indemnify, defend and hold RichRelevance, its affiliates and their respective officers, directors, employees and agents (each a “RichRelevance Indemnified Party”) harmless for any and all Damages payable to a third party resulting from any Claim brought against a RichRelevance Indemnified Party based on: (a) allegations that the Partner’s products or services or Partner Creative infringe any patent issued as of the Effective Date, or any copyright, trademark or trade secret of a third party; (b) Partner’s failure to provide notice or obtain necessary Customer consents in violation of any applicable privacy law, rule or regulation in any jurisdiction in which Partner uses the SaaS Services or Software, or (c) Claims that are excluded from indemnification pursuant to Section 9.1 above, provided that: (i) Partner is promptly notified in writing of the Claim; (ii) Partner has the right to take control of the defense and any settlement, provided that any settlement which does not include a full release of RichRelevance shall require RichRelevance’s prior written consent; and (iii) RichRelevance provides Partner, at Partner’s expense, with all reasonable assistance, information and authority necessary to perform the above.
