Indemnification by the Client Clause Samples

Indemnification by the Client. The Client agrees to indemnify the Custodian and to hold the Custodian harmless from any loss or liability (including, without limitation, the reasonable fees and disbursements of counsel and other legal advisors) incurred by the Custodian or any Subcustodian in rendering services hereunder or in connection with any breach of the terms of this Agreement by the Client, except such loss or liability which results from the Custodian’s or such Subcustodian’s failure to exercise the standard of care required by Section 10(a) hereof.

Indemnification by the Client. 14.1 The Client will indemnify the Consultant, its directors, officers, employees, successors and assigns from and against any and all claims, demands, suits at law or in equity, loss, damage, attorney's fees and liability of any kind due to, arising out of or resulting from a breach of any covenant, representation or warranty made by the Client in this Agreement, including without limitation any claim brought by any third party with respect to Disclosure Materials approved by the Client pursuant to s. 9.1.

Indemnification by the Client. The Client agrees to indemnify and save Greenbloom harmless from and against all losses, expenses, legal fees, disbursements and damages relating to claims of any kind which third parties ever had, now have, or may in the future have against Greenbloom or the Client by reason of any cause, whether known or unknown, arising from, connected with, or in any way related to the Services, the performance of this Agreement, any misrepresentation by the Client pertaining to the Premises or any omission of information relevant to the Services by the Client unless such claim is incurred as a result of the wilfull misconduct of Greenbloom. This provision shall survive termination of this Agreement.

Indemnification by the Client. The Client will defend and indemnify Rocktime against any third party claim arising from or relating to: the Client's Content; any infringement or misappropriation of any Intellectual Property Rights by the Client, Users or Client's suppliers in connection with the Client use of the Cloud Hosting Service; any violation of law by the Client or Users in connection with use of the Cloud Hosting Service; the Client's or Users' use of the Cloud Hosting Service in violation of this Cloud Hosting Agreement, as a provider of software licenses, with respect to the Cloud Hosting Service that is permitted by this Cloud Hosting Agreement. Rocktime will provide the Client with notice of the claim within a reasonable period of time after learning of the claim; and reasonably cooperate in response to the Client’s requests for assistance. The Client may not settle or compromise any indemnified claim without Rocktime’s prior written consent.

Indemnification by the Client. If a third party makes a claim against the Company that the Client content infringes any patent, copyright or trademark, or misappropriates any trade secret, the Client shall defend the Company and its directors, officers and employees against the claim at the Client’s expense, and the Client shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by the Client, to the extent arising from the claim.

Indemnification by the Client. The Client shall indemnify and hold harmless 7810962, its affiliates, directors, officers employees and agents from and against all Losses arising out of or resulting from (A) any breach of its representations, warranties or obligations under this Master Agreement; (B) any actual or alleged infringement or violation of any patent, trade secret, copyright, trademark or other proprietary rights arising from the processing of the Product by 7810962 to the extent that such process is provided by the Client; or (C) any gross negligence or willful misconduct by the Client, except to the extent that any of the foregoing arises out of or results from the negligence, willful misconduct or breach of by 7810962 of its representations, warranties or obligations under this Master Agreement.

Indemnification by the Client. The Client agrees to defend, indemnify and hold the Consultant, its principals, employees, directors, officers and agents harmless from and against all claims, actions, losses, expenses, costs or damages of every nature and kind whatsoever which the Consultant, its principals, employees, directors, officers, or agents may suffer, sustain, or incur arising from: (a) claims of third parties in relation to the Project; (b) any negligent or faulty acts or omissions of the Client or anyone for whom the Client is responsible; or (c) any breach of the Client’s obligations under this Agreement.

Indemnification by the Client. The Client shall indemnify and hold Pethealth harmless from and against any loss, damage, claim, cost, expense or other liability suffered or incurred by Pethealth as a result of any claim or cause of action by a third party arising out of or relating to: use of the Application and the ASP Services, or (b) ownership or rights in any data received by Pethealth from the Client or any information derived therefrom.

Indemnification by the Client. 13.1 Client shall indemnify and hold Computershare and its officers, directors, employees, agents and affiliates harmless from and against, and none of them shall be responsible for, any and all Losses arising out of or attributable to: (a) the performance by Computershare, the Custodian or any of their respective officers, directors, employees, agents and affiliates (collectively, the “Indemnified Persons”) of any obligations under, or any omission by any of them to act in connection with, this Deposit Agreement or this appointment, including without limitation (i) any act relating to Deposited Property held for the account of, or Depositary Receipts held by, the Holder, and (ii) any Loss arising out of or attributable to a breach by the Holder or the Client of any of the representations or warranties made or deemed to be made by it in connection with its deposit of Company Securities hereunder, together with the reasonable costs and expenses of defending itself against any Loss or enforcing this Deposit Agreement, except for any liability of Computershare as set forth in Section 15.2 below; (b) any liability of Computershare to pay UK stamp duty reserve tax or UK stamp duty (including any interest and/or penalties thereon) resulting from or arising in respect of or otherwise in connection with: (i) the issue by Computershare of Depositary Receipts in respect of Deposited Securities, (ii) the transfer or issue of Company Securities to Computershare or its nominee, (iii) any transactions entered into by the Client affecting the Deposited Securities following such issue under, or in connection with, this Deposit Agreement, (iv) the transfer of Depositary Receipts by the Holder or (v) the cancellation of Depositary Receipts and the transfer by Computershare of Deposited Securities to Cede & Co. as nominee for DTC or other clearance service under, or in connection with, this Deposit Agreement; provided that the indemnity in this Section 13.1(b) shall not apply to the extent any liability arises as a result of unreasonable delay or default on the part of Computershare or the Custodian in paying to HMRC any funds received from the Client or the Holder for the purpose of paying any UK stamp duty or UK stamp duty reserve tax; provided, further, that no such delay or default shall be deemed to occur as a result of a failure to pay any such tax by the due date on which the tax is payable to HMRC to the extent Computershare has not received cleared funds from the Cl...