Dealer Indemnification Sample Clauses
The Dealer Indemnification clause requires one party, typically the dealer, to compensate the other party for losses, damages, or liabilities arising from specific actions or omissions related to the dealer's conduct. In practice, this means if the dealer's negligence, breach of contract, or wrongful acts cause harm to the manufacturer or a third party, the dealer must cover the resulting costs, such as legal fees or settlement amounts. This clause serves to allocate risk by protecting the indemnified party from financial harm caused by the dealer's actions, ensuring accountability and reducing potential disputes over responsibility for losses.
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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.
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.
Dealer Indemnification. Subject to any applicable “Country Specific Terms” set out below Table 1 in this Contract for Dealer’s Contract Jurisdiction and 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.
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.
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 DLP may incur, directly or indirectly, to the extent arising from, or based upon, any actual or alleged intentional or negligent misconduct or omission by Dealer or one of its employees or agents, or any breach of this Agreement, or any other unauthorized act or omission under this Agreement by Dealer 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.
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.
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.
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.
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;