Indemnity by Client. Subject to this Section 20 and the exclusions and limitations of liability elsewhere in this Agreement, including Section 17.8, the Client will indemnify the Custodian against any direct Losses incurred by the Custodian (including Losses incurred by Subcustodians or Delegates for which the Custodian is liable) in connection with the performance of its duties under this Agreement, including acting on Proper Instructions and Losses incurred by virtue of being the holder of record of the Client’s Securities, except, in each case, to the extent such Losses result from the Custodian’s negligence, wilful default or fraud (or that of its Subcustodians or Delegates) in the discharge of the Custodian’s duties under this Agreement.
Indemnity by Client. Client hereby indemnifies and holds State Street harmless from, and shall defend it against any and all claims, demands, costs, expenses and other liabilities, including reasonable attorneys’ fees, arising in connection with the use of, or inability to use, the FAN Services by any User, except to the extent such liabilities result directly from the failure by State Street to perform its obligations under this Schedule or such claims, demands, costs, expenses and other liabilities are the result of State Street’s negligence, willful misconduct or bad faith.
Indemnity by Client. To the fullest extent permitted by law, Client shall indemnify, defend and hold harmless (through legal counsel acceptable to PCSD) PCSD and its employees, agents and representatives from and against any and all claims, causes of actions, costs, demands, damages, losses, liabilities, obligations, costs and expenses, including attorneys' fees and costs of litigation (collectively, “Losses and Liabilities”), arising out of or in connection with claims asserted by third parties (including without limitation any governmental agency, homeowners association, or similar organization) relating to the Property or Project, or any willful misconduct or gross negligence of Client, but excepting from each instance any Losses and Liabilities that are found by a court or forum of competent jurisdiction to have been caused by the sole gross negligence or willful misconduct of PCSD. This indemnity specifically includes acts taken by PCSD in connection with the Project (as defined in Exhibit A) prior to the execution of this Agreement. These duties extend to claims occurring after this contract is terminated as well as while it is in force.
Indemnity by Client. Client shall defend, indemnify, and hold PFSC, and its shareholders, directors, affiliates, assignees, agents, and employees, harmless from and against any and all claims, counterclaims, liabilities, losses, damages, court costs, attorneys’ fees, and other expenses arising from or connected in any way with any third-party claim (the “Claims”) concerning in any way the Services, but excepting Claims arising from, or connected in any way to, PFSC’s gross negligence, willful misconduct, or breach of this Agreement.
Indemnity by Client. Subject to this Section 20 and the exclusions and limitations of liability elsewhere in this Agreement, including Section 17.8, the Client will indemnify the Custodian against any direct Losses incurred by the Custodian (including Losses incurred by Subcustodians or Delegates for which the Custodian is liable) in connection with the performance of its duties under this Agreement, including acting on instructions reasonably believed by the Custodian to be Proper Instructions and Losses incurred by virtue of being the holder of record of the Client’s Securities, except, in each case, to the extent such Losses result from the Custodian’s negligence, willful malfeasance or bad faith (or that of its Subcustodians or Delegates) in the discharge of the Custodian’s duties under this Agreement.
Indemnity by Client. The Client indemnifies and holds harmless the Custodian, each Sub-Custodian, other agents and appointees, and its directors and employees (each an Indemnified Person) against all Loss suffered or incurred by an Indemnified Person under or in connection with:
Indemnity by Client. 14.1 The Client shall hold harmless from and keep the Company indemnified against all claims or demands whatsoever by whomsoever made in excess of the liability of the Company under these Conditions. The Client warrants that the Machinery is safe and without risk to any person connected with these Conditions. All known risks must be clearly identified and marked by the Client. The Client warrants that it is either the owner of the Machinery or is authorised by such owner to accept these Conditions on the owner’s behalf.
Indemnity by Client. Client shall defend, at its own expense, and indemnify and hold Company, Company’s Affiliates, and Company’s directors, officers, employees, and agents harmless from and against any claim by a Third Party to the extent based on: (i) work-related injury or death caused by Client or its Affiliates, subcontractors or service providers or any of their employees or agents, while performing activities in connection with this Agreement; (ii) tangible personal or real property damage caused by Client or its Affiliates, subcontractors or service providers (other than Company and its subcontractors and service providers), or any of their employees or agents, while performing activities in connection with this Agreement; and (iii) any claims brought by Third Parties against Company for infringement that is alleged to be related to intellectual property other than claims for which Company provides indemnification under Section 7.2(i) below. Client shall be responsible for any costs and expenses incurred by Company in connection with the enforcement of this Section 7.1, including, but not limited to, reasonable attorneys’ fees.
Indemnity by Client. Client shall indemnify and hold OneNeck harmless from and against any and all third party losses, claims, expenses (including reasonable attorney’s fees), suits, damages, costs, demands, or liabilities arising out of or relating to: i) the inaccuracy or untruthfulness of any material representation or warranty made by Client to OneNeck; ii) a material violation of Federal, state, or other laws or regulations including for the protection of persons or members of a protected class or category of persons by Client or its employees or agents; iii) sexual discrimination or harassment by Client or its employees or agents; iv) work-related injury or death caused by Client or its employees or agents; v) the data, information, and instructions furnished by Client pursuant to Section 14(a)(ii); and vi) any alleged or actual infringement or misappropriation of third party proprietary rights by Client’s Data or Client Equipment. Client shall be responsible for any costs and expenses incurred by OneNeck in connection with the enforcement of this Section 12(a), including, but not limited to, reasonable attorney’s fees.
Indemnity by Client. Client shall defend or, at its option, settle and shall indemnify and hold Contractor Indemnitees harmless from, and shall pay all final damages and costs awarded against any of them arising out of, any claim brought by any third party against any of them for actual or alleged infringement of any patent, trademark, copyright, or similar property right including misappropriation of trade secrets, based upon the Client Software. Client may, in its reasonable discretion, either procure a license to enable Contractor to continue to use any such infringing technology or develop or obtain a non-infringing substitute. Client shall have no obligation with respect to any claim or action to the extent that it is based upon: (i) modification of a program or machine by Contractor, any third-party contractor to Contractor, or any agent of Contractor (other than modifications directed by Client with respect to which Contractor notified Client in writing of the infringement risk prior to commencing the modification); (ii) Contractor's combination, operation, or use with apparatus, data, or programs not furnished by Client; (iii) the use by Contractor of any software provided by any third party other than in accordance with relevant software licenses whether or not such licenses are provided to Client; or (iv) the use, in accordance with the applicable license agreement, of software owned by or licensed to Contractor by a party other than Client and supplied by Contractor to Client.
