Sentences with phrase «against claims arising out of»

You agree to indemnify and defend us against all claims arising out of or based upon your Website.

Protect yourself against claims arising out of past partnerships and associations Even as a SOLE PRACTITIONER, you continue to have vicarious exposure for the acts or omissions of partners, associates, employed LAWYERS or firm employee (s) with whom you once practised.

In considering your prior firm exposures, you can not assume that because your new firm carries Excess insurance that this will protect you against claims arising out of work at your former firm.

If you're a lawyer advising corporate clients on Delaware law, you may wind up defending yourself in a Delaware court against claims arising out of your representation... even if your law firm is located out of the state.

You agree to indemnify and defend us against all claims arising out of or based upon your Website.

Not exact matches

You agree to defend, indemnify and hold harmless NBCUniversal, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, demands, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees and costs) arising out of or accruing from (a) any breach of these terms, including any of the foregoing provisions, representations or warranties, and / or from your placement or transmission of any content onto NBCUniversal's servers, and / or from any and all use of your account; (b) any material posted or otherwise provided by you (including without limitation User Content), or any other subscriber or user of your account that infringes any intellectual property right of any person or entity or defames any person or violates their rights of publicity or privacy; (c) any misrepresentation made by you in connection with your use of the online services; and (d) any breach of any of the representation, warranties or other terms or conditions relating to use of your User Content or the online services.

If those efforts fail, by using our Site or other online service, you agree that any complaint, dispute, or disagreement you may have against NBCUniversal, and any claim that NBCUniversal may have against you, arising out of, relating to, or connected in any way with these Terms of Service, our Privacy Policy, or any NBCUniversal Transactions or Relationships shall be resolved exclusively by final and binding arbitration («Arbitration») administered by JAMS or its successor («JAMS») and conducted in accordance with the JAMS Streamlined Arbitration Rules And Procedures in effect at the time the Arbitration is initiated or, if the amount in controversy exceeds $ 100,000, in accordance with the JAMS Comprehensive Arbitration Rules And Procedures then in effect (respectively, the «Applicable Rules»).

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Daily Harvest, and our respective past, present and future employees, officers, directors, contractors, consultants, equityholders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the «Daily Harvest Parties»), from and against all actual or alleged Daily Harvest Party or third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys» fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, «Claims»), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Sites, Content or Products, (b) any User Content you create, post, share or store on or through the Sites or our pages or feeds on third party social media platforms, (c) any Feedback you provide, (d) your violation of these Terms, (e) your violation of the rights of another, and (f) any third party's use or misuse of the Sites or Products provided tclaims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys» fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, «Claims»), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Sites, Content or Products, (b) any User Content you create, post, share or store on or through the Sites or our pages or feeds on third party social media platforms, (c) any Feedback you provide, (d) your violation of these Terms, (e) your violation of the rights of another, and (f) any third party's use or misuse of the Sites or Products provided tClaims»), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Sites, Content or Products, (b) any User Content you create, post, share or store on or through the Sites or our pages or feeds on third party social media platforms, (c) any Feedback you provide, (d) your violation of these Terms, (e) your violation of the rights of another, and (f) any third party's use or misuse of the Sites or Products provided to you.

You agree to indemnify, defend and hold harmless Franklin Templeton, its subsidiaries and affiliates, and each of its and their officers, directors, employees and agents, from and against all claims, demands, liabilities, damages, losses or expenses, including attorney's fees and costs, arising out of or related to (i) your improper access to or use of this Site, (ii) any violation by you of these Terms of Use, (iii) any User Content that you Submit to or via the Site or (iv) any actual or alleged infringement or violation by you of the intellectual property or other proprietary right of any third party.

You agree to indemnify, defend and hold harmless to Leith Wheeler and all its directors, officers, employees harmless from and against any and all liabilities, expenses and costs, including without limitation reasonable legal fees and expenses, incurred by Leith Wheeler and related parties in connection with any claim arising out of your use of the website.

You agree to defend, indemnify and hold harmless RMG, its parents and affiliates together with their respective employees, agents, directors, officers and shareholders, from and against all the liabilities, claims, damages and expenses (including reasonable attorney's fees and costs) arising out of your use of this Site; your failure to use the Site; your breach or alleged breach of this Agreement or your breach or alleged breach of the copyright, trademark, proprietary or other rights of third parties.

You agree to indemnify, defend and hold Atlantic Coca - Cola Bottling Company harmless from and against any and all third party claims, liabilities, damages, losses or expenses (including reasonable attorney's fees and costs) arising out of, based on or in connection with your access and / or use of this web site.

You agree to indemnify, defend and hold the USTA Family of Companies, the USTA» Family of Companies» subsidiaries and other affiliated companies / organizations and sponsors and their respective officers, directors, employees and agents harmless from and against any third - party claims, demands, actions, suits, proceedings, liabilities, damages, losses, judgments and expenses (including, but not limited to, the costs of collection, reasonable attorney's fees and other reasonable costs of defense or enforcing your obligations hereunder) resulting from or arising out of any breach of any of your representations or misuse of this or any other USTA Family of Companies site or of any site linking to this or any other USTA Family of Companies site.

I fully indemnify, defend and hold harmless Car Throttle (and any third parties authorised by Car Throttle using or exploiting the Content), their respective officers, employees, successors, licensees and permitted assigns from and against: (a) any costs, claim, demand, action, damages, loss and / or expense arising from actions brought by any third parties arising from any breach of any of the representations, warranties or agreements made by you; (b) any claims of or respecting slander, libel, defamation, invasion of privacy or right of publicity, false light, infringement of copyright or trademark, or violations of any other rights arising out of or relating to any use of the Content as authorised herein.

You agree to defend, indemnify, and hold harmless the Action Network Group and its affiliates and their officers, directors, employees, consultants, agents, licensors, and suppliers from and against any and all claims, losses, expenses, liabilities, settlements, litigation, damages, and / or costs (including, but not limited to, fees, costs and other expenses of attorneys and expert witnesses) arising out of or related to: (i) your use of the Site, including, but not limited to, any Materials or User Content, (ii) any violation of these Terms of Use or applicable law by you in connection with your use of the Site, including, but not limited to, any Materials or User Content, (iii) any actual or alleged infringement by you, or any person accessing the Site, including, but not limited to, any Materials or User Content, using your password or account identifier, of any intellectual property or privacy or other right of any third party, or (iv) any unauthorized use of password protected Materials or User Content utilizing your account information, whether or not known or authorized by you.

Indemnity As a condition of use of the site, you agree to indemnify World Rugby and its affiliates, officers, employees and agents from and against any and all liabilities, other expenses (including costs and legal fees) and damages arising out of claims resulting from your use of the site.

INDEMNIFICATION You shall indemnify, defend and hold harmless Founding Moms, its officers, agents, employees, contractors, subcontractors, suppliers and representatives from and against any and all claims, demands, proceedings, losses, costs, damages, awards, fees, expenses, or liabilities of any nature («Claim») arising out of or in the relation to (i) your violation of any law or the rights of a third party (ii) any breach of this Terms of Service by you, your officers, agents, employees, contractors and / or representatives and (iii) your use of the Services.

You agree that to the fullest extent permitted by law you shall defend, indemnify and hold harmless Orlando Stroller Rentals, LLC from and against all claims, damages, losses, costs, and expenses, including, but not limited to attorneys» fees, legal costs and legal expenses, arising out of or resulting from this Agreement (including the performance, breach, or termination of this Agreement), your use of this Website, and / or your order or use of anything available through Orlando Stroller Rentals, LLC and / or this Website, provided that such claim, damage, loss, cost, or expense is not caused by the sole negligence or sole fault of Orlando Stroller Rentals, LLC.

Limitations of Actions Brought Against Momstown You agree that any claim or cause of action arising out of your use of the Web Site and its services or the Agreement must be filed within one year after such claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary.

You hereby indemnify Sleep Lady Solutions, LLC and undertake to keep Sleep Lady Solutions, LLC indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by Sleep Lady Solutions, LLC to a third party in settlement of a claim or dispute on the advice of the legal advisers of Sleep Lady Solutions, LLC,) incurred or suffered by Sleep Lady Solutions, LLC arising out of any breach by you of any provision of these terms and conditions, or arising out of any claim that you have breached any provision of these terms and conditions.

You shall indemnify The Endocrine Society and its directors, officers, employees, agents, contractors and licensors («The Endocrine Society Indemnitees») against all claims, actions, suits, and other proceedings («Claims») arising out of or incurred in connection with the Site and your use of the Site, your fraud, violation of law, negligence, willful misconduct, or any other use of the Site, the User Materials, the Site Materials, the services, products, information and other materials on and in and made available through the Site, (except to the extent attributable to The Endocrine Society), or any breach by you of these Terms and Conditions and shall indemnify and hold the Endocrine Society Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including without limitation reasonable attorneys» fees and attorneys» disbursements) arising out of or incurred in connection with such Cclaims, actions, suits, and other proceedings («Claims») arising out of or incurred in connection with the Site and your use of the Site, your fraud, violation of law, negligence, willful misconduct, or any other use of the Site, the User Materials, the Site Materials, the services, products, information and other materials on and in and made available through the Site, (except to the extent attributable to The Endocrine Society), or any breach by you of these Terms and Conditions and shall indemnify and hold the Endocrine Society Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including without limitation reasonable attorneys» fees and attorneys» disbursements) arising out of or incurred in connection with such CClaims») arising out of or incurred in connection with the Site and your use of the Site, your fraud, violation of law, negligence, willful misconduct, or any other use of the Site, the User Materials, the Site Materials, the services, products, information and other materials on and in and made available through the Site, (except to the extent attributable to The Endocrine Society), or any breach by you of these Terms and Conditions and shall indemnify and hold the Endocrine Society Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including without limitation reasonable attorneys» fees and attorneys» disbursements) arising out of or incurred in connection with such ClaimsClaims.

As a condition of your use of this website, you agree to indemnify Holistic Wellness and its affiliates from and against any and all liabilities, expenses (including legal fees) and damages arising out of claims resulting from your use of this website, including without limitation any claims alleging facts that, if true, would constitute a breach by you of these terms and conditions.

You agree to indemnify and hold harmless the Weston A. Price Foundation parties from and against any claim, loss, demand, or direct, indirect, incidental, special, consequential or exemplary damages, including reasonable attorneys» fees, made by any third party due to or arising out of your use of this website, your connection to this website, your violation of these Terms and Conditions, or your violation of any rights of another party.

Entrants agree to release and hold harmless the Bloggin» Mamas, Heather Lopez Enterprises, LLC, Florida Prepaid, Moore Communications, Twitter, and any other organizations responsible for sponsoring, fulfilling, administering, advertising or promoting this giveaway, and their respective parent, subsidiaries, and affiliates and each of their respective officers, directors, members, employees, agents and subcontractors (collectively the «Released Parties») from and against any and all claims, expenses, and liability, including but not limited to negligence and damages of any kind to persons and property, including but not limited to invasion of privacy (under appropriation, intrusion, public disclosure of private facts, false light in the public eye or other legal theory), defamation, slander, libel, violation of right of publicity, infringement of trademark, copyright or other intellectual property rights, property damage, or death or personal injury arising out of or relating to a participant's entry, creation of an entry or submission of an entry, participation in this giveaway, acceptance or use or misuse of prize.

You agree to defend, indemnify and hold Company harmless from and against all third party claims, damages and expenses (including reasonable attorneys» fees) against or incurred by Company arising out of any User Generated Content you post or allow to be posted to the Site.

You agree to defend, indemnify and hold Company harmless from and against all third party claims, damages and expenses (including reasonable attorneys» fees) against or incurred by Company arising out of your breach of these Terms of Use or violation of applicable law, your use or access of the Site, or access by anyone accessing the Site using your user ID and password.

23.1 You agree to, and you hereby, defend, indemnify, and hold the Related Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys» fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Related Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter:

Applicant agrees to indemnify, defend and hold the Releasees harmless from and against any and all claims for damages, injuries, losses, liabilities and expenses relating to, resulting from or arising out of applicant's participation in any Int.

Applicant agrees to indemnify, defend and hold the Releasees harmless from and against any and all claims for damages, injuries, losses, liabilities and expenses relating to, resulting from or arising out of applicant's participation in any Internet Biz Conferences LTD and / or Ticonderoga Ventures, Inc. program, event or activity.

Applicant agrees to indemnify, defend and hold the Releasees harmless from and against any and all claims for damages, injuries, losses, liabilities and expenses relating to, resulting from or arising out of applicant's participation in any Internet Business Conferences L - T - D and / or Ticonderoga Ventures, Inc. program, event or activity.

Applicant agrees to indemnify, defend and hold the Releasees harmless from and against any and all claims for damages, injuries, losses, liabilities and expenses relating to, resulting from or arising out of applicant's participation in any Internt Business Conferences LTD and / or Ticonderoga Ventures, Inc. program, event or activity.

Applicant agrees to indemnify, defend and hold the Releasees harmless from and against any and all claims for damages, injuries, losses, liabilities and expenses relating to, resulting from or arising out of applicant's participation in any Internet Business Conferences L.T.D. and / or Ticonderoga Ventures, Inc. program, event or activity.

Applicant agrees to indemnify, defend and hold the Releasees harmless from and against any and all claims for damages, injuries, losses, liabilities and expenses relating to, resulting from or arising out of applicant's participation in any Intnt.

You agree to indemnify and hold Top 20 Senior Dating Sites and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Top 20 Senior Dating Sites arising out of any breach by you of these Terms and Conditions or other liabilities arising out of your use of this Website.

Members shall hold FilmOn, its parent companies, affiliates, subsidiaries, officers, directors, employees, agents, suppliers, staff, admin, moderators or auxiliary persons harmless from any claims of third parties filed against any or all of the aforementioned parties, arising out of the violation of any of the terms of service and actions of users.

If you have any dispute with or claim against us or any of our affiliates (a «Claim») arising out of or relating to the Application or this Agreement, and the claim is not resolved by calling our customer service department at (877) 4 - SHOWTIME -LRB-[phone]), you and we each agree to resolve such disputes through an individual binding arbitration or an individual action in small claims cclaim against us or any of our affiliates (a «Claim») arising out of or relating to the Application or this Agreement, and the claim is not resolved by calling our customer service department at (877) 4 - SHOWTIME -LRB-[phone]), you and we each agree to resolve such disputes through an individual binding arbitration or an individual action in small claims cClaim») arising out of or relating to the Application or this Agreement, and the claim is not resolved by calling our customer service department at (877) 4 - SHOWTIME -LRB-[phone]), you and we each agree to resolve such disputes through an individual binding arbitration or an individual action in small claims cclaim is not resolved by calling our customer service department at (877) 4 - SHOWTIME -LRB-[phone]), you and we each agree to resolve such disputes through an individual binding arbitration or an individual action in small claims court.

You agree to indemnify, defend, protect, and hold harmless Edutopia, and its successors, subsidiaries, affiliates, cobranders, contractors, employees, all third - party advertisers, technology providers, service providers, or other partners, and each of their respective officers, directors, agents, shareholders, employees, and representatives, from and against any third - party claim, demand, loss, damage, cost, or liability (including reasonable attorneys» fees) arising out of or relating to

You agree to indemnify and hold harmless eLearning Industry, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses including attorneys» fees, arising out of your use of the Website, including but not limited to your violation of the TOS.

You agree to defend, indemnify and hold harmless Global Educational Excellence and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password, or b) a breach of these Terms.

The Fund provides liability insurance coverage to covered individuals and protects against damages or claims arising out of the performance of their work and within the scope of their employment or assignment

12.1 The User agrees to indemnify, defend and hold Auto & General, its partners, affiliates, contractors, officers, directors, employees and agents harmless against, all liabilities, damages and costs including attorney fees and costs payable to third parties arising out of a claim or dispute against Auto and General arising directly or indirectly from the User's acts and / or omissions to act in using the Services pursuant to the Terms.

The Contractor hereby agrees to indemnify and hold harmless the Government, its officers and employees from and against all claims, demands, damages, liabilities, losses, suits and judgments (including all costs and expenses incident thereto) which may be suffered by, accrue against, be charged to or recoverable from the Government, its officers and employees by reason of injury to or death of any person other than officers, agents, or employees of the Government or by reason of damage to property of others of whatsoever kind (other than the property of the Government, its officers, agents or employees) arising out of the operation of the aircraft.

You agree to indemnify and hold harmless Knowledge Leaders Capital and our affiliates, partners and employees of Knowledge Leaders Capital and their affiliates from and against any and all liabilities, claims, damages, losses or expenses, including legal fees and expenses, (together, «Losses») arising out of your access to or use of this website, save to the extent that such Losses may not be excluded pursuant to relevant law or regulation.

You agree to indemnify and hold Term Life Insurance By Jeff and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Term Life Insurance By Jeff arising out of any breach by you of these Terms and Conditions or other liabilities arising out of your use of this Website.

We are unable at this time to predict the ultimate amount of our liabilities because the settlement of our existing liabilities could cost more than we anticipate and we may incur additional liabilities arising out of contingent claims that have not been quantified, are not yet reflected as liabilities on our balance sheet and have not been included in the estimated range of potential distributions, such as liabilities relating to claims that have not been resolved and claims or lawsuits that could be brought against us in the future.

With respect to a consumer credit sale, an assignee of the rights of the seller is subject to all claims and defenses of the buyer against the seller arising out of the sale, notwithstanding an agreement to the contrary, but the assignee's liability under this section may not exceed the amount owing to the assignee at the time the claim or defense is asserted against the assignee.

You agree to indemnify VA Loan Captain and its participating lenders from and against any and all liabilities, expenses (including attorneys» fees) and damages arising out of claims resulting from your use of this website, including any claims alleging facts that if accurate would equal a breach by you of this Terms of Use Agreement.

You waive any claims against us, our affiliates and our successors relating to losses or other harm caused by data security or other privacy breaches arising out of your use of wireless communications and Capital One Investing Mobile.

The Underwriting Agreement between the Trust and Northern Lights Distributors, LLC («NLD») provides that the Registrant agrees to indemnify, defend and hold NLD, its several officers and directors, and any person who controls NLD within the meaning of Section 15 of the Securities Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which NLD, its officers and directors, or any such controlling persons, may incur under the Securities Act, the 1940 Act, or common law or otherwise, arising out of or based upon: (i) any untrue statement, or alleged untrue statement, of a material fact required to be stated in either any Registration Statement or any Prospectus, (ii) any omission, or alleged omission, to state a material fact required to be stated in any Registration Statement or any Prospectus or necessary to make the statements in any of them not misleading, (iii) the Registrant's failure to maintain an effective Registration statement and Prospectus with respect to Shares of the Funds that are the subject of the claim or demand, or (iv) the Registrant's failure to provide NLD with advertising or sales materials to be filed with the FINRA on a timely basis.

The Underwriting Agreement between the Trust and Ceros Financial Services Inc. («Ceros») provides that the Registrant agrees to indemnify, defend and hold Ceros, its several officers and directors, and any person who controls Ceros within the meaning of Section 15 of the Securities Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which Ceros, its officers and directors, or any such controlling persons, may incur under the Securities Act, the 1940 Act, or common law or otherwise, arising out of or based upon: (i) any untrue statement, or alleged untrue statement, of a material fact required to be stated in either any Registration Statement or any Prospectus, (ii) the breach of any representations, warranties or obligations set forth herein, (iii) any omission, or alleged omission, to state a material fact required to be