By Certifier Sample Clauses

By Certifier. Certifier shall defend, indemnify and hold harmless Winegrower and its directors, officers, employees, agents, and contractors (each a “Winegrower Indemnified Party”) against any and all liabilities, losses, claims, causes of action, suits, damages, costs, expenses (including reasonable attorneys’ fees), and settlement amounts for which Winegrower is or becomes liable to another party or may incur solely by reason of use by Winemaker of the Trustmark in accordance with the terms and conditions of this Agreement, to the extent that such liability arises through infringement or violation of the trademark rights of another party, provided and only to the extent that (a) the claim did not arise from negligence or willful misconduct of Winegrower or from use of any derivative or modification of the Trustmark by Winegrower; (b) Winegrower gives Certifier timely written notice of any such claim so as not to prejudice its settlement or defense; and (c) Winegrower gives Certifier the opportunity to assume sole control over and all necessary assistance with its settlement and defense.
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By Certifier. Certifier shall defend, indemnify and hold harmless Winery and its directors, officers, employees, agents, and contractors (each a “Winery Indemnified Party”) against any and all liabilities, losses, claims, causes of action, suits, damages, costs, expenses (including reasonable attorneys’ fees), and settlement amounts for which Winery is or becomes liable to another party or may incur solely by reason of use by Winemaker of the Trustmark in accordance with the terms and conditions of this Agreement, to the extent that such liability arises through infringement or violation of the trademark rights of another party, provided and only to the extent that (a) the claim did not arise from negligence or willful misconduct of Winery or from use of any derivative or modification of the Trustmark by Winery; (b) Winery gives Certifier timely written notice of any such claim so as not to prejudice its settlement or defense; and (c) Winery gives Certifier the opportunity to assume sole control over and all necessary assistance with its settlement and defense.
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Related to By Certifier

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