Common use of Agent Indemnification Clause in Contracts

Agent Indemnification. Agent shall indemnify and hold Merchant and its officers, directors, employees, agents and representatives harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys' fees and expenses, directly or indirectly asserted against, resulting from, or related to: (i) Agent's material breach of or failure to comply with any of its agreements, covenants, representations or warranties contained in any Agency Document; (ii) any harassment or any other unlawful, tortious or otherwise actionable treatment of any employees or agents of Merchant by Agent or any of its representatives; (iii) any claims by any party engaged by Agent as an employee or independent contractor arising out of such employment; (iv) any Agent Claims; and (v) the gross negligence or willful misconduct of Agent or any of its officer, directors, employees agents or representatives.

Agent Indemnification. Agent shall indemnify and hold Merchant and its officers, directors, employees, agents and representatives harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys' fees and expenses, directly or indirectly asserted against, resulting from, or related to: (i) Agent's material breach of or failure to comply with any of its agreements, covenants, representations or warranties contained in any Agency Document; (ii) any harassment or any other unlawful, tortious tortuous or otherwise actionable treatment of any employees or agents of Merchant by Agent or any of its representatives; (iii) any claims by any party engaged by Agent as an employee or independent contractor arising out of such employment; (iv) any Agent Claims; and (v) the gross negligence or willful misconduct of Agent or any of its officer, directors, employees employees, agents or representatives.

Agent Indemnification. Provided that Merchant makes a written demand on Agent for indemnification on or prior to December 31, 2001, Agent shall indemnify and hold Merchant and its officers, directors, employees, agents and representatives harmless from form and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys' fees and expenses, directly or indirectly asserted against, resulting from, or related to: (ia) Agent's material breach of or failure to comply with any of its agreements, covenants, representations or warranties contained in any Agency Document; (iib) any harassment or any other unlawful, tortious or otherwise actionable treatment of any employees or agents of Merchant by Agent or any of its representatives; (iiic) any claims by any party engaged by Agent as an employee or independent contractor arising out of such employment; (ivd) any Agent Claims; and (ve) the gross negligence or willful misconduct of Agent or any of its officer, directors, employees employees, agents or representatives.

Agent Indemnification. Agent shall indemnify and hold Merchant and its officers, directors, employees, agents and representatives harmless from form and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys' ’ fees and expenses, directly or indirectly asserted against, resulting from, from or related to: (ia) Agent's ’s material breach of or failure to comply with any of its agreements, covenants, representations or warranties contained in any Agency Document; (iib) any harassment or any other unlawful, tortious or otherwise actionable treatment of any employees or agents of Merchant by Agent or any of its representatives; (iiic) any claims by any party engaged by Agent as an employee or independent contractor arising out of such employment; (ivd) any Agent Claims; Claims and (ve) the gross negligence or willful misconduct of Agent or any of its officer, directors, employees employees, agents or representatives.

Agent Indemnification. The Agent shall indemnify and hold the Merchant and its officers, directors, employees, agents agents, and representatives harmless from and against all claims, demands, penalties, losses, liability liability, or damage, including, without limitation, reasonable attorneys' ’ fees and expenses, directly or indirectly asserted against, resulting from, or related to: (i) Agent's ’s material breach of or failure to comply with any of its agreements, covenants, representations representations, or warranties contained in any Agency Sale Document; ; (ii) any harassment or any other unlawful, tortious tortious, or otherwise actionable treatment of any employees customers, employees, or agents of the Merchant by Agent or any of its representatives; ; (iii) any claims by any party engaged by Agent as an employee or independent contractor arising out of such employment; ; and (iv) any Agent Claims; and (v) the gross negligence (including omissions) or willful misconduct of Agent or any of its officer, directors, employees agents employees, agents, or representativesrepresentative.

Agent Indemnification. Agent shall indemnify and hold Merchant --------------------- and its officers, directors, employees, agents agents, representatives and representatives independent contractors harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys' fees and expenses, directly or indirectly asserted against, resulting from, or related to: (i) Agent's material breach of or failure to comply with any of its agreements, covenants, representations or warranties contained in any Agency Document; (ii) any harassment or any other unlawful, tortious or otherwise actionable treatment of any employees or agents of Merchant by Agent or any of its representatives; (iii) any claims by any party engaged by Agent as an employee or independent contractor arising out of such employmentAgent; (iv) any Agent Claims; and (v) the gross negligence or willful misconduct of Agent or any of its officer, directors, employees agents or representatives.

Agent Indemnification. Agent shall indemnify and hold Merchant --------------------- and its officers, directors, employees, agents and representatives harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys' fees and expenses, directly or indirectly asserted against, resulting from, or related to: (i) Agent's material breach of or failure to comply with any of its agreements, covenants, representations or warranties contained in any Agency Document; (ii) any harassment or any other unlawful, tortious or otherwise actionable treatment of any employees or agents of Merchant by Agent or any of its representatives; (iii) any claims by any party engaged by Agent as an employee or independent contractor arising out of such employment; (iv) any Agent Claims; and (v) the gross negligence or willful misconduct of Agent or any of its officer, directors, employees agents or representatives.

Agent Indemnification. The Agent shall indemnify and hold the Merchant and its officers, directors, employees, agents agents, and representatives harmless from and against all claims, demands, penalties, losses, liability liability, or damage, including, without limitation, reasonable attorneys' ’ fees and expenses, directly or indirectly asserted against, resulting from, or related to: (i) Agent's ’s material breach of or failure to comply with any of its agreements, covenants, representations representations, or warranties contained in any Agency Sale Document; ; (ii) any harassment or any other unlawful, tortious tortious, or otherwise actionable treatment of any employees customers, employees, or agents of the Merchant by Agent or any of its representatives; ; (iii) any claims by any party engaged by Agent as an employee or independent contractor arising out of such employment; ; and (iv) any Agent Claims; and (v) the gross negligence (including omissions) or willful misconduct of Agent or any of its officer, directors, employees agents agents, or representativesrepresentative.

Agent Indemnification. The Agent shall indemnify and hold the Merchant and its officers, directors, employees, agents agents, and representatives harmless from and against all claims, demands, penalties, losses, liability liability, or damage, including, without limitation, reasonable attorneys' ’ fees and expenses, directly or indirectly asserted against, resulting from, or related to: : (i) Agent's ’s material breach of or failure to comply with any of its agreements, covenants, representations representations, or warranties contained in any Agency Sale Document; ; (ii) any harassment or any other unlawful, tortious tortious, or otherwise actionable treatment of any employees customers, employees, or agents of the Merchant by Agent or any of its representatives; ; (iii) any claims by any party engaged by Agent as an employee or independent contractor arising out of such employment; ; and (iv) any Agent Claims; and (v) the gross negligence (including omissions) or willful misconduct of Agent or any of its officer, directors, employees agents agents, or representativesrepresentative.