Indemnification by Vendor. Subject to the extent of any indemnification from Company pursuant to Section 16.3 hereof, Vendor shall indemnify and hold Company, its Affiliates, directors, officers, employees and agents harmless from and against any and all Damages, except to the extent such damages arise from the negligence or intentional wrongful actions of Company, arising directly or indirectly from:
Indemnification by Vendor. Vendor agrees to indemnify, defend and hold Bank, Synchrony Affiliates and assigns and their respective officers, directors, trustees, employees and agents harmless against any and all suits, claims, actions, proceedings, demands, damages, judgments, liabilities, costs, expenses (including reasonable attorneys’ fees and costs of investigation and settlement awards) of any kind (collectively, “Losses”) asserted by any person or entity (including, without limitation, relating to injury or death of any person or destruction of any property, real or personal) arising out of, connected with or resulting from (i) the material or intentional breach or violation by Vendor of any representation, warranty, covenant or obligation under this Agreement (including without limitation any other agreement or instrument delivered by it in connection with this Agreement or any applicable policy of Bank provided to and acknowledged and accepted in writing by Vendor); (ii) the negligence, willful misconduct or bad faith of Vendor in the performance of its duties under this Agreement; (iii) the failure of Vendor or any subcontractor to properly and securely handle and manage Synchrony Confidential Information, including any Personal Data, or any breach of data security or confidentiality relating thereto; or (iv) any and all lien notices, lien claims, liens, encumbrances, security interests, or other lien rights of any kind filed by any party, including without limitation any subcontractor, which in whole or in part are based on any work, goods, services, material or equipment provided or to be provided under this Agreement.
Indemnification by Vendor. Vendor shall indemnify, defend and hold MMC and its officers, directors, shareholders, agents, employees, representatives, successors and assigns, harmless from and against any act of Vendor (whether based on contract, tort, product liability, strict liability or otherwise), including taxes, and all expenses (including interest, penalties and reasonable attorneys' fees and disbursements) incurred by any of the above- referenced persons, resulting from or in connection with any one or more of the following:
Indemnification by Vendor. The Vendor shall indemnify, defend and save harmless the Purchaser and each of Purchaser’s Representatives from and against any Claim or Loss suffered by, imposed upon or asserted against them, as a direct or indirect result of, or arising in connection with or related in any manner whatsoever to:
Indemnification by Vendor. Vendor shall defend, indemnify, and hold harmless the University, its agents, officers, board members, and employees from and against any and all claims, damages, losses, and expenses, including reasonable attorney’s fees, for any claims arising out of or in any way relating to the performance of Vendor’s obligations under a PO or agreement, including but not limited to any claims pertaining to or arising from Vendor’s infringement of patents, copyrights or other intellectual property rights and Vendor’s negligence, intentional acts or omissions.
Indemnification by Vendor. (a) Subject to Section 17.6, in the event that the transactions herein contemplated are completed at the Closing, the Vendor hereby agrees to indemnify and hold the Purchaser harmless from and against any loss, damage, claim, Legal Proceeding, deficiency or expense, including all out-of-pocket costs, and including, without limitation, all reasonable legal and accounting fees, relating to, arising from or in connection with the following matters:
Indemnification by Vendor. In addition to its indemnification obligations under Section 13.2 of the Master Agreement, Vendor agrees to defend, indemnify and hold Company, its officers, directors, agents and employees free and harmless from and against any and all liabilities, losses, demands, causes of action, costs, injuries, damages and expenses, including attorneys’ fees, which Company may suffer or incur as a result of any claims made in connection with or arising from (a) Vendor’s manufacture, promotion, sale or distribution of Licensed Products; (b) Vendor’s failure to comply with any applicable domestic or foreign law, statute or regulation with respect to distribution and sale of the Licensed Products; (c) the negligent acts or omissions of Vendor or any of its representatives, agents, Contractors, Distributors or assigns; (d) the breach of or failure to perform under any term, obligation, requirement or provision of this License Agreement; (e) any unauthorized use of any Company Intellectual Property; (f) any infringement or alleged infringement of the rights of any third party relating to the Creative, the New Marks, or any Company Product; (g) Clearance Measures; and/or (h) the breach of any representation or warranty set forth herein. If Vendor does not promptly assume the defense of any claim tendered for indemnification hereunder or if Company otherwise elects to do so at any time in Company’s sole discretion, Company may defend the claim itself, with counsel of the Company’s choosing, at the expense of Vendor. 10.2
Indemnification by Vendor. The Vendor shall defend, indemnify and hold harmless Purchaser, its affiliates and their respective shareholders, directors, officers and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including legal fees, disbursements and charges, arising from or relating to any:
Indemnification by Vendor. Vendor will defend, indemnify, and hold harmless WVUS, its Affiliates, and their respective directors, officers, employees and agents (each a “WVUS Indemnified Party”) from and against all Claims to the extent that such Claims arise out of or relate to: The breach of any representation, warranty or covenant by Vendor contained in this Agreement. The negligent or will acts or omissions of Vendor or its Subcontractors resulting in any bodily injury or death to any person or loss, or damage to tangible or intangible property. Vendor’s (or Subcontractor’s) infringement, misuse or misappropriate of any third-party IP rights. Vendor’s (or Subcontractor’s) failure to comply with applicable laws, rules, or regulations. However, Vendor will have no liability under this Section to the comparative extent that Claims result from the negligent or willful acts of a WVUS Indemnified Party. Indemnification by WVUS. WVUS will defend, indemnify, and hold harmless Vendor, its Affiliates, and their respective directors, officers, employees and agents (each a “Vendor Indemnified Party”) from and against all Claims to the extent that such Claims arise out of or relate to: The breach of any representation warranty by WVUS related to intellectual property. The negligent or willful actus or omissions of WVUS resulting in any bodily injury or death to any person, or loss or damage to tangible or intangible property. WVUS’s failure to comply with applicable laws, rules, or regulations. However, WVUS will have no liability under this Section to the comparative extent that Claims result from the negligent or willful acts of a Vendor Indemnified Party. Indemnification Procedures. The Indemnified party shall provide the Indemnifying party with the following: Reasonably prompt notice of Claims. Permission to answer and defend Claims through mutually acceptable counsel. Reasonable information and assistance to help the indemnifying party defend Claims at the indemnifying party’s expense.
Indemnification by Vendor. (a) From and after the Closing Date, the Vendor shall (except to the extent prohibited by Law) indemnify, defend and hold harmless, the Purchaser, against any direct losses, damages, claims or liability ('Damages') arising out of or in connection with any material misrepresentation or any breach of any representation or warranty of the Vendor in Article 6.
