Dealer Indemnification Sample Clauses

Dealer Indemnification. Dealer will indemnify MFD and hold MFD harmless from any claim, demand, loss, expense or cause of action, including reasonable attorneys’ fees, resulting from the misconduct or gross negligence, as measured by industry standards, of Dealer, Dealer’s agents, Representatives and employees, in carrying out Dealer’s obligations under this Agreement; or the material breach of any term of this Agreement, including, but not limited to, making of misleading or untrue statement to a customer relating to the Shares or the Funds, or failing to be registered as a broker-dealer under the 1934 Act or licensed in accordance with applicable federal or state laws, rules or regulations.
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
Dealer Indemnification. To the extent permitted by applicable law, Dealer will indemnify, defend and hold John Deere and its Affiliates (including their respective officers, employees, and agents), and any affected Underlying Wireless Providers and their Affiliates (including their respective directors, officers, employees and agents) (each, a “Deere Indemnified Party”) harmless against any and all losses, claims, damages or expenses (including attorneys' fees) arising out of or related to: (i) any personal injury to or death of any person or persons, any loss or damage of any property, any financial loss, or any interruption of services which are caused or claimed to have been caused directly or indirectly from Dealer's (including its employees or independent contractors) negligent use or intentional misuse of the System; (ii) use of any mounting bracket or other equipment not provided or approved for use with the System by John Deere; (iii) any use of the System by Dealer for an unauthorized purpose; (iv) data content or other information transmitted by Dealer, its employees or its independent contractors over the System; (v) any Abuse or Fraudulent Use by Dealer or anyone accessing the Services through Dealer or Dealer’s Terminal; or (v) any material breach by Dealer of any of the terms and conditions of this Contract. Dealer hereby agrees to fully defend, hold harmless, and indemnify each Deere Indemnified Party from and against all liability, loss, damage, claims, actions, judgments or expenses arising out of or relating to Dealer’s use of, failure to use, or inability to use the System or the wireless or satellite services provided by any Underlying Wireless Provider, as well as from any third party intellectual property infringement claims arising out of or relating in any way with respect to Dealer’s use of the System, except to the extent any such liabilities, losses, damages, claims, actions, judgments or expenses are caused by the Deere Indemnified Party’s reckless acts or omissions or willful misconduct.
Sample 1See All (6)
Dealer Indemnification. Dealer will indemnify CUNA Brokerage and hold CUNA Brokerage harmless from any claim, demand, loss, expense or cause of action, including reasonable attorneys' fees, resulting from the misconduct or gross negligence, as measured by industry standards, of Dealer, Dealer's agents, Representatives and employees, in carrying out Dealer's obligations under this Agreement; or the material breach of any term of this Agreement, including, but not limited to, making of misleading or untrue statement to a customer relating to the Shares or the Funds, or failing to be registered as a broker-dealer under the 1934 Act or licensed in accordance with applicable federal or state laws, rules or regulations.
Sample 1Sample 2Sample 3
Dealer Indemnification. Except as otherwise specifically stated in this Agreement, DLP agrees unconditionally to indemnify, defend and hold harmless Dealer, Dealer’s Affiliates and Dealer’s owners, employees, agents, shareholders, officers, directors and members (“Dealer Indemnified Parties”) from and against any and all Damages (defined in Paragraph 8), whether absolute or contingent, known or unknown, that Dealer may incur, directly or indirectly, to the extent arising from, or based upon, any actual or alleged intentional or negligent misconduct or omission by DLP or one of its employees or agents, or any breach of this Agreement, or any other unauthorized act or omission under this Agreement by DLP or one of its employees or agents. However, the indemnification provision of this Paragraph 9 shall only be valid if Dealer has remitted all premiums and other amounts due DLP under this Agreement. This Section shall survive termination of this Agreement.
Sample 1
Dealer Indemnification. To the maximum extent allowed by applicable law, Dealer shall indemnify, defend, and hold harmless Supplier, its Representatives, insurers, and sureties (collectively, “Supplier Indemnified Parties”) from and against any and all demands, losses, claims, suits, damages, fees and expenses (including fees and expenses of attorneys, experts, and consultants), liabilities, fines, and remedial or clean-up costs (collectively, “Losses”) to the extent arising out of (a) any negligent or wrongful acts or omissions of Dealer or its Representatives in the performance of Dealer’s responsibilities under this Agreement, (b) any breach of this Agreement by Dealer, or (c) any proceedings, judgments, decrees, awards, assessments, fees, or expenses incident to any of the foregoing or the mitigation thereof, including investigation costs and attorneys, experts, and consultants fees and expenses incurred to enforce this indemnification.
Sample 1
Dealer Indemnification. Dealer shall indemnify and hold MIDCOM harmless from any and all claims, damages, or judgments and reasonable, ordinary and necessary attorney fees or other costs of litigation, including arbitration, for loss or injuries to person or property arising from the actions or omissions of Dealer or any of its representatives or subcontractors in connection with Dealer's obligations stated herein. Except where solely caused by MIDCOM's willful acts. Dealer shall defend on behalf of MIDCOM any suit brought against MIDCOM for any such judgment, damage, expense, loss or injury, and Dealer shall reimburse MIDCOM, for all attorney fees and expenses incurred in connection therewith promptly upon a presentation of a statement therefor. If Dealer fails to pay such fees and expenses as set forth in this Section, then MIDCOM shall have the right to offset and recover said fees and expenses from Dealer's commissions or from any other sums due to Dealer by MIDCOM.
Sample 1
Dealer Indemnification. Dealer shall indemnify, hold harmless, and, at AITHR's option, defend AITHR from and against any Losses resulting from any Third-Party Claim that the Dealer Data, or any use of the Dealer Data in accordance with this Agreement, infringes or misappropriation such third party's Canadian intellectual property rights and any Third-Party Claims based on Dealer's or any Authorized User's (i) negligence or wilful misconduct; (ii) use of the Services in a manner not authorized by this Agreement;
Sample 1
AutoNDA by SimpleDocs
Dealer Indemnification. Dealer agrees to indemnify and hold TotalMD harmless from any and all claims, damages and liabilities resulting from statements, actions, or omissions of Dealer, its employees or agents; or material breach of this Agreement by Dealer. Such indemnification shall include all reasonable legal fees and other costs incurred by TotalMD in defending such claims.
Sample 1
Dealer Indemnification. Dealer hereby indemnifies and holds RLS, its officers, directors, members, managers, employees, agents and assignees (collectively “Indemnified Parties”) harmless from and against any and all claims, actions, suits, proceedings, costs, expenses, loss, damages and liabilities, including attorney’s fees, expenses and amounts paid in settlement, which Indemnified Parties may incur to the extent they in any way relate to, in whole or in part, the acts or omissions of Dealer, its subcontractors, suppliers, agents or employees in the performance of this Agreement, or any Contract including but not limited to, the representations and warranties made by Dealer in the Contract or Section 2 hereof, any claims for breach of warranty (express or implied), fraud, rescission or damages which may be asserted by any third party relating to a Collateral or the Contract, whether or not such claims are proven meritorious.
Sample 1

Related to Dealer Indemnification

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • Purchaser Indemnification The Purchaser shall indemnify and hold harmless Seller and its directors, officers, partners and each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurred.

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

  • Servicer Indemnification The Owner shall indemnify and hold harmless from and shall reimburse the Servicer for any losses, damages, deficiencies, claims, causes of action or expenses of any nature (including, but not limited to reasonable attorneys' fees) incurred by the Servicer which arise out of or result from the Owner's gross negligence or willful failure to perform any of its obligations under this Agreement.

  • Xxxxx Indemnification Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • Request for Indemnification and Indemnification Payments Indemnitee shall notify the Company promptly in writing upon receiving notice of any demand, judgment or other requirement for payment that Indemnitee reasonably believes to be subject to indemnification under the terms of this Agreement, and shall request payment thereof by the Company. Indemnification payments requested by Indemnitee under Section 3 hereof shall be made by the Company no later than sixty (60) days after receipt of the written request of Indemnitee. Claims for advancement of expenses shall be made under the provisions of Section 6 herein.

  • ARTICLE IX INDEMNIFICATION 11 Section 9.01

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!