Common use of DEFENSE AND INDEMNIFICATION BY DEALER Clause in Contracts

DEFENSE AND INDEMNIFICATION BY DEALER. Dealer agrees to assume the defense of MBUSA or DCAG and to indemnify and hold them harmless in any lawsuit naming MBUSA or DCAG as a defendant when the lawsuit involves allegations of: 1. Dealer's failure to comply, in whole or in part, with any obligation assumed by Dealer under this Agreement; 2. Dealer's negligent or improper inspection, preparation, repair or servicing of a new or used Maybach Passenger Car Product, or such other motor vehicles or equipment as may be sold or serviced by Dealer; 3. Dealer's alleged breach of any contract or warranty other than that provided by MBUSA or DCAG; 4. Dealer's alleged misleading statements, misrepresentations, or deceptive or unfair trade practices; 5. Any modification or alteration made by or on behalf of Dealer to a Maybach Passenger Car Product, except those made pursuant to the express written instruction or with the express written approval of MBUSA; 6. Any change in the employment status or in the terms or conditions of employment of any officer, employee or agent of Dealer or of any Owner or the Dealer Operator, including but not limited to claims for breach of employment contract, wrongful termination or discharge, tortious interference with contract or economic advantage, and similar claims; and 7. That MBUSA delivers to Dealer, within twenty (20) days of the service of any summons or complaint, copies of such documents, and requests in writing a defense and/or indemnification therein (except as provided in Section XII.D below); 8. That MBUSA agrees to cooperate fully in the defense of such action as Dealer may reasonably require; and 9. That the complaint does not involve allegations of liability premised upon MBUSA's separate conduct or omissions.

DEFENSE AND INDEMNIFICATION BY DEALER. Dealer DEALER agrees to assume the defense of MBUSA DISTRIBUTOR, IMPORTER or DCAG FACTORY and to indemnify and hold them harmless harmless, expressly conditioned and subject to all provisions of Section XXV(C), against loss in any lawsuit or claim naming MBUSA DISTRIBUTOR, IMPORTER or DCAG as a defendant FACTORY, or their subsidiaries or affiliates, when the claim or lawsuit directly or indirectly involves any allegations of: : (1. Dealer) DEALER's alleged failure to comply, in whole or in part, with any obligation assumed by Dealer under DEALER pursuant to this Agreement; ; or (2. Dealer) DEALER's alleged negligent or improper inspection, preparation, repair repairing or servicing or installation of a new or used Maybach Passenger Car Toyota Motor Vehicle or Toyota Product, or such any loss related to other motor vehicles or equipment equipment, other than Toyota Motor Vehicles or Products, as may be sold 34 sold, serviced, repaired or serviced installed by Dealer; DEALER; or (3. Dealer) DEALER's alleged breach of any contract or warranty other than that provided by MBUSA DISTRIBUTOR, IMPORTER or DCAG; FACTORY; or (4. Dealer) DEALER's alleged misleading statements, misrepresentations, or deceptive or unfair trade practices; ; or (5. Any modification ) any modification, conversion or alteration made by or on behalf of Dealer for DEALER to a Maybach Passenger Car Toyota Product, except those made pursuant to the express written approval and instruction of DISTRIBUTOR, IMPORTER or with the express written approval FACTORY; or (6) any and all claims arising out of MBUSA; 6. Any change in the employment status or in any way connected to the terms hiring, retention or conditions of employment termination of any officer, employee or agent of Dealer or of any Owner or the Dealer Operatorperson by DEALER, including but not limited to to, claims for of employment discrimination, age, race or sex discrimination or harassment, wrongful discharge or termination, breach of employment the covenant of good faith and fair dealing, breach of contract, wrongful termination or discharge, tortious interference with contract contractual relations, intentional and/or negligent infliction of emotional distress, defamation, negligent hiring, violations of or economic advantagenon-compliance with: the Occupational Safety and Health Act, the Fair Labor Standards Act, or the Employment Retirement Income and Security Act ("ERISA") or any similar claims; and 7. That MBUSA delivers to Dealer, within twenty (20) days of the service of any summons state or complaint, copies of such documents, and requests in writing a defense and/or indemnification therein (except as provided in Section XII.D below); 8. That MBUSA agrees to cooperate fully in the defense of such action as Dealer may reasonably require; and 9. That the complaint does not involve allegations of liability premised upon MBUSA's separate conduct or omissionslocal laws.

DEFENSE AND INDEMNIFICATION BY DEALER. Dealer DEALER agrees to assume the defense of MBUSA COMPANY or DCAG KMC and to indemnify and hold them harmless in any lawsuit naming MBUSA COMPANY or DCAG KMC as a defendant when the lawsuit involves allegations of: 1. Dealer(i) DEALER's alleged failure to comply, in whole or in part, with any obligation obligations assumed by Dealer under DEALER pursuant to this Agreement; 2. Dealer(ii) DEALER's alleged negligent or improper inspection, preparation, repair repairing or servicing of a any new or used Maybach Passenger Car Product, vehicle including any Kia vehicle or such other motor vehicles or equipment as may be sold or serviced by Dealerany equipment; 3. Dealer(iii) DEALER's alleged breach of any contract or warranty other than that provided by MBUSA COMPANY or DCAGKMC; 4. Dealer(iv) DEALER's alleged misleading statements, misrepresentations, or deceptive or unfair trade practices; 5. (v) Any modification to or alteration of a Kia Product made by or on behalf of Dealer to a Maybach Passenger Car ProductDEALER, except those made pursuant to the express written instruction or with the express written approval of MBUSA;COMPANY; and Provided: 6. Any change in the employment status or in the terms or conditions of employment of any officer, employee or agent of Dealer or of any Owner or the Dealer Operator, including but not limited to claims for breach of employment contract, wrongful termination or discharge, tortious interference with contract or economic advantage, and similar claims; and 7. (vi) That MBUSA COMPANY delivers to DealerDEALER, within twenty (20) days of the service of any summons or complaint, copies of such documents, and requests in writing a defense and/or indemnification therein (except as provided in Section XII.D below); 8. (vii) That MBUSA COMPANY agrees to cooperate fully in the defense of such action as Dealer DEALER may reasonably require; and; 9. (viii) That the complaint does not involve allegations of liability premised separately upon MBUSACOMPANY's separate conduct or omissions; and (ix) That COMPANY may, at its sole option and at its expense, participate in defending any such lawsuit and, if COMPANY desires, select its own counsel.