Customer Indemnities. All Manufacturer XXXX clauses referencing Customer Indemnities are hereby deemed to be deleted.
Customer Indemnities. Subject to Paragraph 2.2, the Customer shall indemnify the Supplier and any Notified Sub-Contractor against any Employee Liabilities arising from or as a result of: any act or omission by the Customer in respect of any Transferring Customer Employee or any appropriate employee representative (as defined in the Employment Regulations) of any Transferring Customer Employee occurring before the Relevant Transfer Date; the breach or non-observance by the Customer before the Relevant Transfer Date of: any collective agreement applicable to the Transferring Customer Employees; and/or any custom or practice in respect of any Transferring Customer Employees which the Customer is contractually bound to honour; any claim by any trade union or other body or person representing the Transferring Customer Employees arising from or connected with any failure by the Customer to comply with any legal obligation to such trade union, body or person arising before the Relevant Transfer Date; any proceeding, claim or demand by HMRC or other statutory authority in respect of any financial obligation including, but not limited to, PAYE and primary and secondary national insurance contributions: in relation to any Transferring Customer Employee, to the extent that the proceeding, claim or demand by HMRC or other statutory authority relates to financial obligations arising before the Relevant Transfer Date; and in relation to any employee who is not a Transferring Customer Employee and in respect of whom it is later alleged or determined that the Employment Regulations applied so as to transfer his/her employment from the Customer to the Supplier and/or any Notified Sub-Contractor as appropriate, to the extent that the proceeding, claim or demand by the HMRC or other statutory authority relates to financial obligations arising before the Relevant Transfer Date. a failure of the Customer to discharge, or procure the discharge of, all wages, salaries and all other benefits and all PAYE tax deductions and national insurance contributions relating to the Transferring Customer Employees arising before the Relevant Transfer Date; any claim made by or in respect of any person employed or formerly employed by the Customer other than a Transferring Customer Employee for whom it is alleged the Supplier and/or any Notified Sub-Contractor as appropriate may be liable by virtue of the Employment Regulations and/or the Acquired Rights Directive; and any claim made by or in respect of a Transfer...
Customer Indemnities. Notwithstanding anything else contained in this Agreement or any Terminal Service Order, Customer shall release, defend, protect, indemnify, and hold harmless TLO, General Partner, the Partnership, their subsidiaries and their respective officers, directors, members, managers, employees, agents, contractors, successors, and assigns (collectively the “Partnership Group”) from and against any and all demands, claims (including third-party claims), losses, costs, suits, or causes of action (including, but not limited to, any judgments, losses, liabilities, fines, penalties, expenses, interest, reasonable legal fees, costs of suit, and damages, whether in law or equity and whether in contract, tort, or otherwise) for or relating to (i) personal or bodily injury to, or death of the employees of TLO, the General Partner, Customer, and, as applicable, their carriers, customers, representatives, and agents; (ii) loss of or damage to any property, products, material, and/or equipment belonging to TLO, Customer, and, as applicable, their carriers, customers, representatives, and agents, and each of their respective affiliates, contractors, and subcontractors (except for those volume losses of Products provided for herein); (iii) loss of or damage to any other property, products, material, and/or equipment of any other description (except for those volume losses of Products provided for herein), and/or personal or bodily injury to, or death of any other Person or Persons; and with respect to clauses (i) through (iii) above, which is caused by or resulting in whole or in part from the negligent or wrongful acts or omissions of Customer, in connection with Customer’s use of the Terminal and the services provided hereunder and Customer’s Products stored hereunder, and, as applicable, its Carriers, customers, representatives, and agents, or those of their respective employees with respect to such matters; and (iv) any losses incurred by TLO due to violations of this Agreement or any Terminal Service Order by Customer, or, as applicable, its carriers, customers, representatives, and agents; PROVIDED THAT CUSTOMER SHALL NOT BE OBLIGATED TO RELEASE, INDEMNIFY OR HOLD HARMLESS TLO OR ANY MEMBER OF THE PARTNERSHIP GROUP FROM AND AGAINST ANY CLAIMS TO THE EXTENT THEY RESULT FROM THE BREACH OF CONTRACT, STRICT LIABILITY OR THE NEGLIGENT ACTS, ERRORS OR OMISSIONS OR WILLFUL MISCONDUCT OF TLO OR ANY MEMBER OF THE PARTNERSHIP GROUP.
Customer Indemnities. 10.1 The Customer agrees to indemnify, protect and keep harmless Arjo, and its employees, agents, successors, assigns and affiliates (“Related Parties”) from and against any and all liabilities, obligations, losses, damages, injuries, claims, demands, penalties, actions, costs and expenses, including reasonable legal costs and fees, of whatsoever kind or nature, arising out of:
10.1.1 any breach of the Agreement by the Customer;
10.1.2 the possession, use, installation (other than by Arjo), operation, selection or return or loss of the Equipment, other than those claims arising from the negligence or the misconduct of Arjo;
10.1.3 infringement of patents, designs, copyrights, trademarks or trade names with respect to Equipment or other goods designed, manufactured or modified, wholly or partially, to Customer’s designs or specifications.
10.1.4 liability to any person caused by the addition to any Equipment supplied by Arjo of any part which is not an Arjo designated part and Arjo shall have no liability to the Customer for loss or damage or injury directly or indirectly caused by such addition.
10.2 The Customer's liabilities for loss of the Equipment do not cease until Arjo is in receipt of the Equipment and signed rental collection documentation;
Customer Indemnities. 23.1. You indemnify (hold us harmless) from any liability arising from civil or criminal proceedings instituted against us or for any loss or damage you or a third party have suffered because of any interruption or unavailability of the Services.
23.2. You indemnify us and hold us harmless against all losses you have suffered or actions against us as a result of:
23.2.1. the use of the Services, or any downtime, outage, degradation of the network, interruption in or unavailability of the Services. This includes but is not limited to software or hardware service, repairs, maintenance, upgrades, modification, alterations, replacement or relocation of premises affecting the Services,
23.2.2. non-performance or unavailability of any of the services given by an electronic communications network or service provider, including but not limited to, line failure, or in any international services or remote mail Servers,
23.2.3. non-performance or unavailability of external communications networks to which you or our network infrastructure is connected, and
23.2.4. repairs, maintenance, upgrades, modifications, alterations or replacement of any hardware forming part of the Services, or any faults or defects in the hardware.
23.3. If we are sued for something that you have indemnified us for, you will take our place in the lawsuit or be liable to pay us back for any costs, damages and expenses including attorneys’ fees on the attorney and own client scale (you will be liable to pay our attorney’s fees finally awarded against us by a court or agreed to in a written settlement agreement, provided that:
23.3.1. we notify you in writing as soon as we become aware of the indemnified claim so you can take steps to contest it;
23.3.2. you may assume sole control of the defence of the claim or related settlement negotiations; and
23.3.3. we will give you, at your expense, with the assistance, information, and authority necessary to enable you to perform your obligations under this clause.
23.4. You must pay us any amount due as soon as we demand payment. If you contest the amount, you must pay the amount into your attorney’s trust or give us security to cover the amount, until we have resolved the dispute.
23.5. You indemnify us against any loss or damage that Webtimes may suffer because of your actions.
Customer Indemnities. 10.1 The Customer agrees to indemnify, protect and keep harmless Arjo, and its employees, agents, successors, assigns and affiliates (“Related Parties”) from and against any and all liabilities, obligations, losses, damages, injuries, claims, demands, penalties, actions, costs and expenses, including reasonable legal costs and fees, of whatsoever kind or nature, arising out of:
10.1.1 any breach of the Agreement by the Customer;
10.1.2 the possession, use, installation (other than by Arjo), operation, selection or return of the Equipment, other than those claims arising from the negligence or the misconduct of Arjo;
10.1.3 infringement of patents, designs, copyrights, trademarks or trade names with respect to Equipment or other goods designed, manufactured or modified, wholly or partially, to Customer’s designs or specifications.
10.2 The Customer shall indemnify Arjo in respect of liability to any person caused by the addition to any Equipment supplied by Arjo of any part which is not an Arjo designated part and Arjo shall have no liability to the Customer for loss or damage or injury directly or indirectly caused by such addition.
Customer Indemnities. 3.1 The Customer undertakes to indemnify and keep JVCo indemnified from and against all claims, liabilities, obligations, costs, and demands incurred by JVCo arising from or in respect of any claim by any of the Transferring Employees any representative of any of the Transferring Employees and/or any other employee or former employee of the Customer caused by any act, fault or omission of the Customer at any time before, on or after the Transfer Date provided that:
3.1.1 JVCo makes no statement in connection with such claim that is prejudicial to the Customer;
3.1.2 such claim is not caused by acts, faults or omissions of JVCo;
3.1.3 the Customer is allowed to conduct and/or settle all litigation and negotiations resulting from such claims;
3.1.4 JVCo takes reasonable steps to mitigate its losses arising from such claim; and
3.1.5 JVCo gives the Customer all reasonable assistance in connection with such claim.
Customer Indemnities. All BSA clauses referencing Customer Indemnities are hereby deemed to be deleted.
Customer Indemnities. All Manufacturer XXXX clau ses referencing Cu stomer Indemnities are hereby deemed to be deleted.
Customer Indemnities. Subject to applicable federal or state law, and without waiving sovereign immunity, the Government will defend Licensor and its Affiliates and indemnify them against any claims, liabilities, and expenses to the extent arising from the Government’s use of the Services in breach of the Use Restrictions. This section will not apply if the Government is prohibited from agreeing to any vendor indemnification requirement.
