Indemnification of Vendor. Nasdaq shall indemnify Vendor against, and hold Vendor harmless from, any and all Claims or Losses imposed on, incurred by or asserted against Vendor as a result of:
Indemnification of Vendor. Customer shall defend, indemnify, and hold harmless Vendor and the Vendor Associates (as defined below), against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to Customer's alleged or actual use of, misuse of, or failure to use the System, including without limitation: (a) claims by Users or by Customer's employees, as well as by Customer’s any other possible use; (b) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the System through Customer’s account, including without limitation by Customer Data; and (c) claims that use of the System through Customer’s account harasses, defames, or defrauds a third party or violates any other law or restriction on electronic advertising. Customer’s obligations set forth in this Article 9.1 include retention and payment of attorneys and payment of court costs, as well as settlement at Customer’s expense and payment of judgments. Vendor will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The “Vendor Associates” are Vendor’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)
Indemnification of Vendor. Customer agrees to indemnify, to defend and to save and hold Vendor harmless from any and all claims, suits, obligations, damages, losses, costs and expenses (including, without limitation, Vendor’s attorneys’ fees), demands, liabilities, penalties, fines and forfeitures of any nature whatsoever that may be asserted against or incurred by Vendor, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Vendor under this Agreement.
Indemnification of Vendor. Notwithstanding any other provision of this Agreement, in the event that Vendor terminates this Agreement in the circumstances contemplated in Clause 3.2(c)(i), Purchaser: (i) shall be liable for all Losses and Liabilities suffered, sustained, paid or incurred by Vendor or any of the Vendor's Related Persons, and, (ii) in addition and as an independent covenant shall indemnify Vendor and each of the Vendor's Related Persons from and against all Losses and Liabilities suffered, sustained, paid or incurred by them and all Claims made against them, in either case, as a direct consequence of a breach by Purchaser of any of its covenants in Clauses 7.5 and 7.6 as such relate to the Deposit Lands.
Indemnification of Vendor. COMPANY SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS VENDOR, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, REPRESENTATIVES, SUCCESSORS AND ASSIGNEES (EACH THEREOF, WITH ITS RESPECTIVE AFFILIATES, SUCCESSORS, ASSIGNS AND AGENTS REFERRED TO HEREIN AS AN "INDEMNIFIED VENDOR PARTY") FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, JUDGMENTS, LIABILITIES, ACTIONS, SUITS, RECOVERIES, EXECUTIONS OR EXPENSES, INCLUDING, WITHOUT LIMITATION, (i) COSTS OF INVESTIGATION, LITIGATION COSTS, COURT COSTS, EXPERT WITNESS FEES, LITIGATION SUPPORT SERVICES, SETTLEMENT COSTS AND REASONABLE ATTORNEYS' FEES AND EXPENSES, AND (ii) LIABILITIES FOR LATENT OR OTHER DEFECTS WHETHER OR NOT DISCOVERABLE, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT, TAXES, BODILY INJURY, DEATH, AND PROPERTY DAMAGE, INCURRED OR SUFFERED BY ANY INDEMNIFIED VENDOR PARTY ARISING IN CONNECTION WITH, OR RELATED TO, A BREACH OF THIS AGREEMENT BY COMPANY OR THE ACTS OR OMISSIONS TO ACT OF COMPANY (WHICH OMISSIONS TO ACT CONSTITUTE A BREACH OF THIS AGREEMENT BY COMPANY). COMPANY ALSO AGREES TO INDEMNIFY AND HOLD HARMLESS INDEMNIFIED VENDOR PARTY FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, JUDGMENTS, LIABILITIES, ACTIONS, SUITS, RECOVERIES, EXECUTIONS OR EXPENSES SUFFERED BY INDEMNIFIED VENDOR PARTY RELATED TO CLAIMS MADE AGAINST THE INDEMNIFIED VENDOR PARTY BY ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION (i) ANY CLAIM MADE BY ANY GOVERNMENTAL OR REGULATORY AUTHORITY HAVING JURISDICTION OVER COMPANY AND ARISING FROM THE OPERATIONS OF COMPANY (AS OPPOSED TO THE MERE PROVISION OF ANY OF THE SERVICES UNDER ANY OR ALL OF THE ANNEXES), OR (ii) ANY CLAIM MADE BY ANY PASSENGER OF COMPANY OR OTHER PERSON OR ENTITY DOING BUSINESS WITH COMPANY (INCLUDING BUT NOT LIMITED TO PASSENGERS OR OTHER PERSONS LOCATED ON COMPANY'S PREMISES). THE FOREGOING INDEMNIFICATION OBLIGATIONS SHALL NOT INCLUDE THE OBLIGATION TO INDEMNIFY ANY INDEMNIFIED VENDOR PARTY FOR LIABILITIES RESULTING FROM A BREACH OF THIS AGREEMENT BY VENDOR, ACTS OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED VENDOR PARTY.
Indemnification of Vendor. The Purchaser and Axyn covenant and agree to indemnify and save harmless the Vendor of and from any loss whatsoever arising out of or pursuant to:
Indemnification of Vendor. 6.02 The Purchaser shall indemnify the Vendor and the Principal for any loss or damage sustained by the Vendor before the Closing Date, directly or indirectly, by reason of a breach of any of the Purchaser's warranties and representations contained in this Agreement or the Purchaser defaulting under any contracts or liabilities listed in Schedule "A" and Schedule "C" to this Agreement. The Purchaser acknowledges that the Vendor and the Principal have entered into this Agreement relying upon the warranties and representations and other terms and conditions of this Agreement and that no information now known shall limit or extinguish the right to indemnity under this Agreement. This indemnification shall continue in full force and effect for a period of one year from the Closing Date.
Indemnification of Vendor. Purchaser shall indemnify and hold Vendor, its directors, officers, employees, agents and shareholders, harmless from and against, and shall defend promptly Vendor from and reimburse them for, any and all losses, damages, costs, expenses, liabilities, obligations, actions, demands, judgments, interest or claims of any kind, including without limitation, reasonable attorney's fees, costs of investigation and remediation, punitive damages, consequential damages or other special damages that Vendor may at any time suffer or incur, or become subject to, as a result of or in connection with:
Indemnification of Vendor. Adsero, covenants and agrees that it will indemnify the Vendor against, and hold the Vendor harmless from and in respect of, all losses, costs, expenses and damage claims that arise from, are based on, arise out of, or are attributable to i) any breach of the representations and warranties of Adsero or in certificates delivered by Adsero in connection herewith; ii) the nonfulfillment of any covenant or agreement on the part of Adsero under this Agreement to be performed prior to or immediately after the Closing or iii) any liability under the Securities Laws which arises out of or is based on (A) any untrue statement or alleged untrue statement of a material fact relating to Adsero which is provided to the Vendor in writing by Adsero or (B) any omission or alleged omission to state therein a material fact relating to Adsero required to be stated therein or necessary to make the statements therein not misleading, and not provided to the Vendor by Adsero after a written request therefore.
Indemnification of Vendor. Company shall indemnify, defend and hold harmless Vendor, its officers, directors, agents, employees and shareholders from and against any and all claims, suits, hearings, actions, damages, liabilities, fines, penalties, costs, losses or expenses, including reasonable attorney's fees, caused by or resulting from any breach of this Agreement, misconduct, error, omission, or other unauthorized act by Company or Company's officers, directors, shareholders, agents or representatives, except to the extent that such alleged misconduct, act, error, omission or other unauthorized or improper act is primarily attributable to Vendor.
