Indemnity of Customer Sample Clauses

Indemnity of Customer. Tricentis shall defend, or at Tricentis’s option, settle, any claim, demand, suit, or proceeding made or brought against Customer, its directors, employees, and agents by a third party alleging that the use of the Deliverables in accordance with this Agreement infringes such third party’s Intellectual Property Rights (a “Claim Against Customer”), and shall indemnify Customer from any and all costs, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) finally awarded against Customer as a result of, or for amounts paid by Customer under a court-approved settlement of, a Claim Against Customer, provided that Customer (a) promptly gives Tricentis written notice of the Claim Against Customer, (b) gives Tricentis sole control of the defense and settlement of the Claim Against Customer, and (c) gives Tricentis all reasonable assistance. If Tricentis receives information about an infringement claim related to the Deliverables, Tricentis may in its discretion and at no cost to Customer (i) modify the Deliverables so that they no longer infringe, without breaching the warranty set forth in Section 5.1, (ii) obtain a license for Customer’s continued use of the Deliverables in accordance with this Agreement, or (iii) terminate this Agreement and any applicable Service Order upon 30 days’ written notice, and refund Customer any prepaid fees covering the remainder of the term of the applicable Service Order(s). The above defense and indemnification obligations do not apply to the extent a Claim Against Customer arises from Customer Materials, Customer’s breach of this Agreement, use of the Deliverables in combination with technology not provided by Tricentis, or Tricentis’s performance of the Services or delivery of the Deliverables in compliance with any requirements or specifications set forth in Customer Materials.
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Indemnity of Customer. Tricentis shall defend, or at Tricentis’s option, settle, any claim, demand, suit, or proceeding made or brought against Customer, its directors, employees, and agents by a third party alleging that the use of the Tricentis Software and/or the Deliverables in accordance with this Agreement infringes such third party’s Intellectual Property Rights (a “Claim Against Customer”), and shall indemnify Customer from any and all costs, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) finally awarded against Customer as a result of, or for amounts paid by Customer under a court-approved settlement of, a Claim Against Customer, provided that Customer
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Indemnity of Customer. SDL shall indemnify and hold harmless Customer from and against any damages, liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising out third party claims alleging that the products being provided in Exhibit A or any other products supplied by SDL to Customer infringe on any Patent, Trademark, Copyright or trade secret. Should any of the products in Exhibit A or any product being supplied by SDL to Customer become the subject of a claim of infringement, SDL shall (a) obtain for SDL the right to continue using such specific products pursuant to the terms and conditions of this Agreement, or (b) replace or modify the products so that they become non-infringing but functionally equivalent. **[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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Indemnity of Customer. Tricentis shall defend, or at Tricentis’s option, settle, any claim, demand, suit, or proceeding made or brought against Customer, its directors, employees, and agents by a third party alleging that the use of the Deliverables in accordance with this Agreement infringes such third party’s Intellectual Property Rights (a “Claim Against Customer”), and shall indemnify Customer from any and all costs, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) finally awarded against Customer as a result of, or for amounts paid by Customer under a court-approved settlement of, a Claim Against Customer, provided that Customer (a) promptly gives Tricentis written notice of the Claim Against Customer, (b) gives Tricentis sole control of the defense and settlement of the Claim Against Customer, and (c) gives Tricentis all reasonable assistance. If Tricentis receives information about an infringement claim related to the Deliverables, Tricentis may in its discretion and at no cost to Customer (i) modify the Deliverables so that they no longer infringe, without breaching the warranty set forth in Section 5.1, (ii) obtain a license for Customer’s continued use of the Deliverables in accordance with this Agreement, or
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Related to Indemnity of Customer

  • Liability of Custodian The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub-custodians generally in this Agreement and, regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism, or any other loss where the Sub-Custodian has otherwise acted with reasonable care.

  • Intellectual Property Indemnification Supplier agrees to defend, indemnify, and hold harmless DXC and its affiliates, subsidiaries, assigns, agents, subcontractors, distributors and customers (collectively “Indemnitees”) from and against all claims, losses, demands, fees, damages, liabilities, costs, expenses, obligations, causes of action, suits, or injuries, of any kind or nature, arising from: (i) any claim that Supplier’s Products or Services, or the use, sale or importation of them, infringes any intellectual property right. Without limiting the foregoing, Supplier will pay all costs, damages and expenses (including reasonable attorneys’ fees) incurred by DXC and/or its Indemnitees and will pay any award with respect to any such claim or agreed to in settlement of that claim.

  • LIMITATION OF LIABILITY OF CUSTODIAN A. Custodian shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. Custodian shall not be responsible for, and the Fund shall indemnify and hold Custodian harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability which may be asserted against Custodian, incurred by Custodian or for which Custodian may be held to be liable, arising out of or attributable to:

  • Liability of Seller; Indemnities The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement.

  • Limitation of Liability of the Adviser; Indemnification The Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its general partner and the Administrator) shall not be liable to the Corporation for any action taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Corporation, except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, and the Corporation shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its general partner and the Administrator, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Corporation or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Corporation. Notwithstanding the preceding sentence of this Paragraph 9 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Corporation or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the Securities and Exchange Commission or its staff thereunder).

  • Standard of Liability Indemnifications Confidential material redacted and filed separately with the Commission.

  • Liability of Seller Seller shall be liable in accordance herewith only to the extent of the obligations in this Agreement specifically undertaken by Seller and the representations and warranties of Seller.

  • Indemnity for U.S. Government Obligations The Issuer shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations.

  • LIABILITY OF THE SELLER; INDEMNITIES The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under these Master Sale Terms and each related Sale Agreement.

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