By Reseller Sample Clauses

By Reseller. Reseller shall indemnify and hold Vendor harmless from and against any and all liabilities, losses, damages, costs and expenses (including legal fees and expenses) associated with any claim or action brought against Vendor that may arise from Reseller's improper or unauthorized replication, packaging, marketing, distribution, or installation of the Software, including claims based on representations, warranties, or misrepresentations made by Reseller, or any other improper or unauthorized act or failure to act on the party of Reseller.

By Reseller. No representations or warranties shall be made by or under authority of Reseller, its Affiliates, or Authorized Resellers with respect to the Product that have not been provided by NetSuite KK to Reseller in writing or that exceed the scope of NetSuite’s then current literature made publicly available by NetSuite for the Product. Reseller agrees that any and all representations and warranties, whether express, implied, statutory, or otherwise, shall be disclaimed on NetSuite’s and NetSuite KK’s behalf.

By Reseller. If Reseller materially breaches this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice thereof from Operator, Operator may terminate this Agreement by written notice. In addition, Operator may terminate this Agreement immediately upon written notice to Reseller in the event of dishonesty, fraud, misrepresentation or similar cause by Reseller.

By Reseller. Reseller agrees to indemnify and hold ChoicePoint harmless from and against any and all losses, claims, damages and liabilities that ChoicePoint may suffer or incur based upon any third party claim, charge or suit instituted against ChoicePoint arising out of or resulting from: (i) any breach of a duty arising hereunder by Reseller or its Authorized Recipients; and/or (ii) any negligent or willful misuse/dissemination of MVRs by Reseller or any third party having access to same by, through or under Reseller; provided, however, this indemnification obligation shall not extend to third party claims arising out of a breach of this Agreement by ChoicePoint.

By Reseller. Reseller will market the CI-Metabase solely under its own trademarks, trade names, service marks, service names and logos (“Marks”) and shall not identify Moreover as the source of the CI-Metabase.

By Reseller. BAKBONE makes this Agreement in reliance upon the reputation of Reseller and its management, and accordingly it may not be assigned or encumbered by Reseller without BAKBONE's prior written consent, in its discretion. Due to the importance of Reseller's ownership and management, the sale, transfer or assignment of 50% or more of Reseller's capital stock, partnership interests, or voting rights shall be deemed an assignment of this Agreement. Any attempted assignment in violation of this provision is void, and may, at BAKBONE's election, result in termination of this Agreement.

By Reseller. This Agreement may be terminated by Reseller at its option and without prejudice to any other remedy to which it may be entitled at law, in equity, or otherwise under this Agreement, in the following circumstances and in the manners indicated: (i) Immediately upon notice from Reseller, if Manufacturer is adjudicated a voluntary or involuntary bankrupt; (ii) Immediately upon notice from Reseller, if Manufacturer becomes insolvent or has a receiver of its assets or property appointed; or (iii) Immediately upon notice from Reseller, if Manufacturer makes an assignment for the benefit of creditors.

By Reseller. Reseller makes the following representation and warranties to Vivato, each of which is true and correct on the date hereof and shall continue to be true and correct at all times during the term of this Agreement, and hereby covenants as follows: (a) Organization, Standing and Power. Reseller has all requisite corporate power and authority to execute, deliver and perform this Agreement and any other agreements contemplated hereby and to consummate the transactions contemplated hereby.

By Reseller. Xxxxxxxx agrees to indemnify and hold harmless Blumira against any claims, liabilities, losses, damages, and expenses (including reasonable attorneys’ fees and cost of litigation) to the extent that they are incurred based on a claim of any conduct that constitutes a breach of this Agreement or other wrongful act of Reseller. Blumira shall give Reseller prompt written notice of any such claim, allow Reseller to control the defense of such claim, and Blumira shall fully cooperate with Reseller in the defense and all related settlement negotiations.

By Reseller. Reseller will indemnify, defend, and hold harmless DomainPeople (including, without limitation, DomainPeople’s Affiliates, directors, officers, managers, employees, contractors, and agents) from and against any claim, action, loss, liability, damage, penalty, cost or expense (including reasonable legal fees for attorneys, witnesses, and defense) that DomainPeople may suffer or incur as a result of: (i) Any failure by Reseller to comply with the terms of this Agreement; (ii) Any representation or warranty made by Reseller, its employee, contractor, agent or Sub-Reseller being false or misleading; (iii) Any gross negligence or willful misconduct of Reseller, its employee, contractor, agent or Sub- Reseller; (iv) Any Chargeback related to any of the DP Services; (v) Any alleged or actual violations by Reseller of any law, regulation or rule; or (vi) Any other act or omission of Reseller, its employee, contractor, agent or Sub-Reseller.