Indemnification of Provider. The Owner, at its expense, shall defend, indemnify and hold harmless the Provider, its agents, subcontractors and employees against any and all claims, demands, losses, expenses and judgments for personal injury, death or property damage losses due to any act or omission, arising out of or in connection with this Agreement, to the extent such claims, demands, losses, expenses or judgments were caused by the negligence or willful misconduct of the Owner, its subcontractors, employees or agents (other than the Provider). The defense, indemnification and save harmless obligation is specifically conditioned on the following: (i) the Provider providing prompt notification in writing of any such claim, demand, loss, expense or judgment when it obtains Actual Knowledge thereof; (ii) if requested by the Owner, the Owner having control of the defense, settlement and compromise of any such action, claim or demand; and (iii) the Provider cooperating at the Owner's expense, in a reasonable way to facilitate the defense of such claim or demand or the negotiations for its settlement.
Indemnification of Provider. University hereby agrees to (a) defend Provider and its directors, officers, stockholders, employees, agents, successors, and assigns, (collectively, the “Provider Indemnitees”), from and against all Claims asserted or brought by any third party against any of the Provider Indemnitees, and (b) indemnify and hold the Provider Indemnitees harmless from any assessments, losses, damages, costs and expenses (including, interest, penalties, and reasonable attorneys’ fees), of any nature, and in all cases awarded in a final judgment, order or regulatory action to the third party bringing the applicable Claim or any settlement amount paid to the third party bringing the applicable Claim in order to settle such Claim; provided that, in each case, such Claim arises directly from any act or omission of any University Indemnitee including any violation of any Applicable Law by University, including, without limitation, in respect of the provision to Provider of scripts, or advertising or web materials, for use by Provider as contemplated by Section 3.7.6 (Marketing Laws and Regulations; No Misrepresentation).
Indemnification of Provider. Engage shall, at its expense, indemnify, --------------------------- hold harmless and defend Provider from and against any and all damages, costs and expenses, including reasonable attorneys' fees, incurred by Provider in connection with a claim that the Technology, as delivered by Engage and used by Provider within the scope of this Agreement, infringes any copyright, provided that Provider notifies Engage promptly in writing of the infringement claim and Engage has sole control over the defense or settlement of such claim and Provider, at its expense, provides reasonable assistance in the defense of the same. Notwithstanding the foregoing, in the event that an infringement is found and continued use of the Technology is enjoined, Engage will, at its option and expense, either: (i) procure for Provider the right to continue to use the Technology; (ii) modify or alter the Technology so that it becomes non- infringing; or (iii) replace the Technology with a non-infringing alternative. If all of these options may only be exercised by Engage at an unreasonable cost, then Engage may require Provider to immediately cease all use and distribution of the Technology and terminate the Subscription Agreements under this Agreement and pay to the Provider the Technology purchase fees that Provider paid to Engage, less a portion for prior usage, amortized over a 3 year period. Engage shall have no obligation to indemnify Provider with respect to any claim based upon (i) any modification of the Technology by a party other than Engage; (ii) the combination, operation or use of the Technology with a non- Engage software program or data if the claim would have been avoided had such combination, operation or use not occurred; or (iii) the use of other than the latest release of the Technology, if such claim could have been avoided by use of the latest unmodified release. Engage's obligation to indemnify Provider will be reduced to the extent the damages could have been reduced by Provider's use of the latest release.
Indemnification of Provider. Subject to the terms and conditions of this Section 9, Client, on its own behalf and on behalf of its successors and assigns, agrees to (a) defend Provider, its Affiliates and their respective successors and assigns (the “Provider Indemnified Persons”) from and against any Third‑Party Claim against a Provider Indemnified Person in respect of, arising out of or in connection with: (i) any inaccuracy in or breach of any representation or warranty made by Client in this Agreement, or any failure by Client to perform any covenant, agreement, or obligation to be performed by Client or by DigiCat pursuant to this Agreement, including any failure by Client to comply with Applicable Law, including any Educational Law, in the performance of its obligations under this Agreement; (ii) Client’s, DigiCat’s or their Affiliates’ conduct of business activities that are unrelated to the activities contemplated by this Agreement; and (iii) any fraud, gross negligence, or willful misconduct by Client or DigiCat or any of their respective officers, directors, trustees, employees, or agents, Exhibit 10.1 and (b) indemnify and hold harmless the Provider Indemnified Persons from and against (i) any final award of damages paid to the third party initiating the Third‑Party Claim against any Provider Indemnified Person, or (ii) settlement amount agreed to by Client in writing and paid to the third party initiating the Third‑Party Claim. In the event of a Third-Party Claim arising out of a breach of Section 8.5 (Non-Infringement by Client), Client has the right, at Client’s sole option and expense, to either (A) procure the right for Provider to continue using the allegedly infringing Client Supplied Item, or (B) replace or modify the allegedly infringing Client Supplied Item with a replacement that is substantially similar and that Client believes would not infringe or misappropriate any third party’s Intellectual Property Rights. If Client deems (A) or (B) not feasible or not commercially reasonable, Client has the right to terminate the rights granted to Provider with respect to that Client Supplied Item. Upon any such termination, Provider shall cease all use of the Client Supplied Item. THE TERMS IN THIS SECTION 9.2 (INDEMNIFICATION OF PROVIDER ) SHALL BE PROVIDER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION BY ANY CLIENT SUPPLIED ITEMS.
Indemnification of Provider. To the fullest extent permitted by applicable Law and except to the extent Owner or the Owner Parties are entitled to indemnification under Section 18.2, Owner shall defend, indemnify and hold harmless Provider, its Affiliates and its and their respective members, partners, trustees, directors, managers, officers, employees, agents and representatives (the “Provider Parties”) from and against any and all liabilities, damages, losses, costs, expenses (including reasonable attorneys’ fees and disbursements), claims, demands, suits, causes of action, liens, penalties, obligations or judgments of any nature, including for death, personal injury, and property damage (collectively, “Losses”) incurred or sustained by Provider or any Provider Party to the extent arising from or related to (i) any act or omission of Owner or any Owner Party related to the Services or this Agreement or (ii) the performance of Services by Provider; except, in either case, to the extent such Losses arise from or relate to the gross negligence, fraud or willful misconduct of Provider or any Provider Party as finally determined by a court of competent jurisdiction.
Indemnification of Provider. The Trust will indemnify Provider against and hold Provider harmless from all losses, claims, damages, liabilities or expenses (including reasonable fees and disbursements of counsel) arising out of: (i) the material breach by the Trust of any of its obligations under this Agreement; (ii) the willful misfeasance, bad faith, or gross negligence of the Trust, its officers, employees or agents (other than the Provider, to the extent the Provider could be deemed an agent of the Trust) in the performance of the Trust’s duties or obligations under this Agreement; or (iii) the reckless disregard by the Trust, its officers, employees, or agents (other than the Provider, to the extent the Provider could be deemed an agent of the Trust) of the Trust’s duties and obligations under this Agreement.
Indemnification of Provider. Client agrees to hold harmless, indemnify, and, at Provider’s option, defend Provider from and against any losses, liabilities, costs (including reasonable attorneys’ fees) or damages resulting from: (a) a Client Indemnity Responsibility, (b) Client’s breach of any of its representations, warranties or covenants with respect to compliance with US Export Controls and Trade Sanctions, or (c) data sharing with Client vendors at the direction of Client, provided that Provider promptly notifies Client in writing of the claim, cooperates with Client, and allows Client sole authority to control the defense and settlement of such claim; provided that Client will not settle any third- party claim against Provider unless such settlement completely and forever releases Provider from all liability with respect to such claim or unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice.
Indemnification of Provider breach of any of its representations, warranties or covenants with respect to compliance with US Export Controls and Trade Sanctions, or (c) data sharing with Client vendors at the direction of Client, provided that Provider promptly notifies Client in writing of the claim, cooperates with Client, and allows Client sole authority to control the defense and settlement of such claim; provided that Client will not settle any third- party claim against Provider unless such settlement completely and forever releases Provider from all liability with respect to such claim or unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice.
Indemnification of Provider. Xxxxxxx.xxx will indemnify PROVIDER and its shareholders, employees, agents and affiliates (each an "Indemnified Party") against any losses, liabilities, damages or expenses (including amounts paid for attorneys' fees, judgments and settlements in connection with any threatened, pending or completed action, suit or proceeding) to which any of such persons may become subject in connection with the Services to be provided under this Agreement or otherwise arising out of this agreement except, as to any Indemnified Party, to the extent any such losses, liabilities, damages or expenses are finally determined by a court of competent jurisdiction to have resulted solely from the violation of this Agreement by the Indemnified Party.
Indemnification of Provider. GE Capital shall indemnify Provider and its directors, officers, employees and agents (“Provider Indemnified Parties”) and hold each of them harmless from and against and defend against, any and all claims, damages, losses, penalties, expenses, costs and/or liabilities (including attorneys’ fees and court costs) that are caused by or result from any negligent or willful act or omission of GE Capital in the course of or related to its performance or obligations hereunder and, to the extent they are not caused by or the result of the willful misconduct or gross negligence, or violation of applicable law by Provider. GE Capital’s obligation to indemnify any Provider Indemnified Party will survive the expiration or termination of this Agreement by either party for any reason.
