Common use of Defense and Indemnification Clause in Contracts

Defense and Indemnification. A. DEFENSE AND INDEMNIFICATION BY DISTRIBUTOR DISTRIBUTOR agrees to assume the defense of DEALER and to indemnify and hold harmless DEALER, expressly conditioned and subject to all provisions of Section XXV(C), against loss in any lawsuit or claim naming DEALER for bodily injury, property damage or breach of warranty caused solely by an alleged defect in design, manufacture or assembly of a Toyota Product (except for tires not manufactured by FACTORY) sold by DISTRIBUTOR to DEALER for resale that has not been altered, converted or modified by or for DEALER, provided that the alleged defect could not reasonably have been discovered by DEALER during pre-delivery inspection or service or installation of Toyota Products, less any offset. DISTRIBUTOR agrees to defend, to indemnify and hold harmless DEALER for alleged misrepresentations, misleading statements, unfair or deceptive trade practices of DISTRIBUTOR, IMPORTER or FACTORY or any substantial damage to a Toyota Product purchased by DEALER from DISTRIBUTOR which was improperly repaired by DISTRIBUTOR unless DEALER has been notified of such damage in writing prior to retail delivery of the affected Toyota Product. Notwithstanding any provision of this Agreement, DISTRIBUTOR shall not be required to defend, to indemnify or hold harmless DEALER against loss resulting from any claim, complaint, or action alleging DEALER misconduct, including but not limited to, improper or unsatisfactory service or repair, or misrepresentations, or any claim of DEALER's unfair or deceptive trade practices or any claim of improper environmental or work place practices or conditions.

Defense and Indemnification. A. DEFENSE AND INDEMNIFICATION BY DISTRIBUTOR DISTRIBUTOR MBUSA MBUSA agrees to assume the defense of DEALER Retailer and to indemnify and hold Retailer harmless DEALER, expressly conditioned and subject to all provisions of Section XXV(C), against loss in any lawsuit naming Retailer as a defendant and involving any Mercedes-Benz Light Truck Product when the lawsuit also involves allegations of: 1. Bodily injury or claim naming DEALER for bodily injury, property damage or breach arising out of warranty an occurrence allegedly caused solely by an alleged a defect or failure to warn of a defect in design, manufacture or assembly of a Toyota Product (except for tires not manufactured by FACTORY) sold by DISTRIBUTOR to DEALER for resale that has not been altered, converted or modified by or for DEALERMercedes-Benz Light Truck Product, provided that the alleged defect could not reasonably have been discovered by DEALER Retailer during the pre-delivery inspection inspections and service of the Mercedes-Benz Light Truck Product or service otherwise; 2. Any misrepresentation or installation of Toyota Products, less any offset. DISTRIBUTOR agrees to defend, to indemnify and hold harmless DEALER for alleged misrepresentations, misleading statements, statement or unfair or deceptive trade practices practice of DISTRIBUTOR, IMPORTER or FACTORY or any MBUSA; or 3. Any substantial damage to a Toyota Mercedes-Benz Light Truck Product purchased by DEALER Retailer from DISTRIBUTOR which MBUSA that was improperly repaired by DISTRIBUTOR unless DEALER has MBUSA and where Retailer had not been notified of such damage in writing prior to retail the delivery of the affected Toyota Productsubject light truck, part or accessory to a retail client; and 4. Notwithstanding That Retailer delivers to MBUSA, in a manner to be designated by MBUSA, within twenty (20) days of the service of any provision of this Agreement, DISTRIBUTOR shall not be required to defend, to indemnify summons or hold harmless DEALER against loss resulting from any claim, complaint, or action alleging DEALER copies of such documents and requests in writing a defense and/or indemnification therein (except as provided in Section XIII.D below); 5. That the complaint does not involve allegations of Retailer misconduct, including but not limited to, improper or unsatisfactory service or repair, or misrepresentationsmisrepresentation, or any claim of DEALERRetailer's unfair or deceptive trade practices practice; 6. That the Mercedes-Benz Light Truck Product which is the subject of the lawsuit was not altered by or for Retailer; 7. That Retailer agrees to cooperate fully in the defense of such action as MBUSA may reasonably require; and 8. That Retailer agrees that MBUSA may offset any claim recovery on Retailer's behalf against any indemnification that may be required hereunder. B. DEFENSE AND INDEMNIFICATION BY RETAILER Retailer agrees to assume the defense of MBUSA or MBUSI and to indemnify and hold them harmless in any lawsuit naming MBUSA or MBUSI as a defendant when the lawsuit involves allegations of: 1. Retailer's failure to comply, in whole or in part, with any obligation assumed by Retailer under this Agreement; 2. Retailer's negligent or improper environmental inspection, preparation, repair or work place practices servicing of a new or conditionsused Mercedes-Benz Light Truck Product, or such other motor vehicles or equipment as may be sold or serviced by Retailer; 3. Retailers alleged breach of any contract or warranty other than that provided by MBUSA or MBUSI; 4. Retailer's alleged misleading statements, misrepresentations, or deceptive or unfair trade practices; 5. Any modification or alteration made by or on behalf of Retailer to a Mercedes-Benz Light Track 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 Retailer or of any Owner or the Retailer 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 Provided: 7. That MBUSA delivers to Retailer, 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 XIII.D below); 8. That MBUSA agrees to cooperate fully in the defense of such action as Retailer may reasonably require; and 9. That the complaint does not involve allegations of liability premised upon MBUSA's separate conduct or omissions. C. CONDITIONAL DEFENSE AND/OR INDEMNIFICATION In agreeing to defend and/or indemnify each other, Retailer and MBUSA may make their agreement conditional on the continued existence of the state of facts as then known to such party and may provide for the withdrawal of such defense and/or indemnification at such time as facts arise which, if known at the time of the original request for a defense and/or indemnification, would have caused either Retailer or MBUSA to refuse such request. The party withdrawing from its agreement to defend and/or indemnify shall give timely notice of its intent to withdraw. Such notice shall be in writing and shall be effective upon receipt. The withdrawing party shall be responsible for all costs and expenses of defense up to the date of receipt of its notice of withdrawal.

Defense and Indemnification. A. DEFENSE AND INDEMNIFICATION BY DISTRIBUTOR DISTRIBUTOR agrees to assume the defense of DEALER and to indemnify and hold harmless DEALER, expressly conditioned and subject to all provisions of Section XXV(C), against loss in any lawsuit or claim naming DEALER for bodily injury, property damage or breach of warranty caused solely by an alleged defect in design, manufacture or assembly of a Toyota Product (except for tires not manufactured by FACTORY) sold by DISTRIBUTOR to DEALER for resale that has not been altered, converted or modified by or for DEALER, provided that the alleged defect could not reasonably have been discovered by DEALER during pre-pre- delivery inspection or service or installation of Toyota Products, less any offset. DISTRIBUTOR agrees to defend, to indemnify and hold harmless DEALER for alleged misrepresentations, misleading statements, unfair or deceptive trade practices of DISTRIBUTOR, IMPORTER or FACTORY or any substantial damage to a Toyota Product purchased by DEALER from DISTRIBUTOR which was improperly repaired by DISTRIBUTOR unless DEALER has been notified of such damage in writing prior to retail delivery of the affected Toyota Product. Notwithstanding any provision of this Agreement, DISTRIBUTOR shall not be required to defend, to indemnify or hold harmless DEALER against loss resulting from any claim, complaint, or action alleging DEALER misconduct, including but not limited to, improper or unsatisfactory service or repair, or misrepresentations, or any claim of DEALER's unfair or deceptive trade practices or any claim of improper environmental or work place practices or conditions.

Defense and Indemnification. A. DEFENSE AND INDEMNIFICATION BY DISTRIBUTOR DISTRIBUTOR agrees to assume the defense of DEALER and to indemnify and hold DEALER harmless DEALER, expressly conditioned and subject to all provisions of Section XXV(C), against loss in any lawsuit or claim naming DEALER for as a defendant and involving any LEXUS Product when the lawsuit also involves allegations of: 1. Breach of warranty provided by DISTRIBUTOR, bodily injury, injury or property damage or breach arising out of warranty an occurrence allegedly caused solely by an alleged a defect or failure to warn of a defect in design, manufacture or assembly of a Toyota LEXUS Product (except for tires not manufactured by FACTORY) sold by DISTRIBUTOR to DEALER for resale that has not been altered, converted or modified by or for DEALER), provided that the alleged defect could not reasonably have been discovered by DEALER during the pre-delivery inspection service of the LEXUS Product; 2. Any misrepresentation or service misleading statement or installation of Toyota Products, less any offset. DISTRIBUTOR agrees to defend, to indemnify and hold harmless DEALER for alleged misrepresentations, misleading statements, unfair or deceptive trade practices practice of DISTRIBUTOR, IMPORTER or FACTORY or any substantial ; or 3. Any damage to a Toyota LEXUS Product purchased by DEALER from DISTRIBUTOR which that was improperly repaired by DISTRIBUTOR unless and where DEALER has had not been notified of such damage in writing prior to retail the delivery of the affected Toyota Productsubject vehicle, part or accessory to a retail Customer; and Provided: 4. Notwithstanding That DEALER delivers to DISTRIBUTOR, in a manner to be designated by DISTRIBUTOR, within twenty (20) days of the service of any provision of this Agreement, DISTRIBUTOR shall not be required to defend, to indemnify summons or hold harmless DEALER against loss resulting from any claim, complaint, or action alleging copies of such documents and requests in writing a defense and/or indemnification therein (except as provided in Paragraph (D) below; 5. That the complaint does not involve allegations of DEALER misconduct, including but not limited to, improper or unsatisfactory service or repair, or misrepresentationsmisrepresentation, or any claim of DEALER's 'S unfair or deceptive trade practices practice; 6. That the LEXUS Product which is the subject of the lawsuit was not altered by or for DEALER; 7. That DEALER agrees to cooperate fully in the defense of such action as DISTRIBUTOR may reasonably require; and 8. That DEALER agrees that DISTRIBUTOR may offset any claim of improper environmental or work place practices or conditionsrecovery on DEALER'S behalf against any indemnification that may be required hereunder.

Defense and Indemnification. A. DEFENSE AND INDEMNIFICATION BY DISTRIBUTOR DISTRIBUTOR MBUSA MBUSA agrees to assume the defense of DEALER Retailer and to indemnify and hold Retailer harmless DEALER, expressly conditioned and subject to all provisions of Section XXV(C), against loss in any lawsuit naming Retailer as a defendant and involving any Mercedes-Benz Light Truck Product when the lawsuit also involves allegations of: 1. Bodily injury or claim naming DEALER for bodily injury, property damage or breach arising out of warranty an occurrence allegedly caused solely by an alleged a defect or failure to warn of a defect in design, manufacture or assembly of a Toyota Product (except for tires not manufactured by FACTORY) sold by DISTRIBUTOR to DEALER for resale that has not been altered, converted or modified by or for DEALERMercedes-Benz Light Truck Product, provided that the alleged defect could not reasonably have been discovered by DEALER Retailer during the pre-delivery inspection inspections and service of the Mercedes-Benz Light Truck Product or service otherwise; 2. Any misrepresentation or installation of Toyota Products, less any offset. DISTRIBUTOR agrees to defend, to indemnify and hold harmless DEALER for alleged misrepresentations, misleading statements, statement or unfair or deceptive trade practices practice of DISTRIBUTOR, IMPORTER or FACTORY or any MBUSA; or 3. Any substantial damage to a Toyota Mercedes-Benz Light Truck Product purchased by DEALER Retailer from DISTRIBUTOR which MBUSA that was improperly repaired by DISTRIBUTOR unless DEALER has MBUSA and where Retailer had not been notified of such damage in writing prior to retail the delivery of the affected Toyota Productsubject light truck, part or accessory to a retail client; and 4. Notwithstanding That Retailer delivers to MBUSA, in a manner to be designated by MBUSA, within twenty (20) days of the service of any provision of this Agreement, DISTRIBUTOR shall not be required to defend, to indemnify summons or hold harmless DEALER against loss resulting from any claim, complaint, or action alleging DEALER copies of such documents and requests in writing a defense and/or indemnification therein (except as provided in Section XIII.D below); 5. That the complaint does not involve allegations of Retailer misconduct, including but not limited to, improper or unsatisfactory service or repair, or misrepresentationsmisrepresentation, or any claim of DEALERRetailer's unfair or deceptive trade practices practice; 6. That the Mercedes-Benz Light Truck Product which is the subject of the lawsuit was not altered by or for Retailer; 7. That Retailer agrees to cooperate fully in the defense of such action as MBUSA may reasonably require; and 8. That Retailer agrees that MBUSA may offset any claim of improper environmental or work place practices or conditionsrecovery on Retailer's behalf against any indemnification that may be required hereunder.

Defense and Indemnification. A. DEFENSE AND INDEMNIFICATION BY DISTRIBUTOR DISTRIBUTOR agrees to assume the defense of DEALER and to indemnify and hold DEALER harmless DEALER, expressly conditioned and subject to all provisions of Section XXV(C), against loss in any lawsuit or claim naming DEALER for as a defendant and involving any LEXUS Product when the lawsuit also involves allegations of: 1. Breach of warranty provided by DISTRIBUTOR, bodily injury, injury or property damage or breach arising out of warranty an occurrence allegedly caused solely by an alleged a defect or failure to warn of a defect in design, manufacture or assembly of a Toyota LEXUS Product (except for tires not manufactured by FACTORY) sold by DISTRIBUTOR to DEALER for resale that has not been altered, converted or modified by or for DEALER), provided that the alleged defect could not reasonably have been discovered by DEALER during the pre-delivery inspection service of the LEXUS Product; 2. Any misrepresentation or service misleading statement or installation of Toyota Products, less any offset. DISTRIBUTOR agrees to defend, to indemnify and hold harmless DEALER for alleged misrepresentations, misleading statements, unfair or deceptive trade practices practice of DISTRIBUTOR, IMPORTER or FACTORY or any substantial ; or 3. Any damage to a Toyota LEXUS Product purchased by DEALER from DISTRIBUTOR which that was improperly repaired by DISTRIBUTOR unless and where DEALER has had not been notified of such damage in writing prior to retail the delivery of the affected Toyota Productsubject vehicle, part or accessory to a retail Customer; and Provided: 4. Notwithstanding That DEALER delivers to DISTRIBUTOR in a manner to be designated by DISTRIBUTOR, within twenty (20) days of the service of any provision of this Agreement, DISTRIBUTOR shall not be required to defend, to indemnify summons or hold harmless DEALER against loss resulting from any claim, complaint, or action alleging copies of such documents and requests in writing a defense and/or indemnification therein (except as provided in Paragraph (D) below; 5. That the complaint does not involve allegations of DEALER misconduct, including but not limited to, improper or unsatisfactory service or repair, or misrepresentationsmisrepresentation, or any claim of DEALER's 'S unfair or deceptive trade practices practice; 6. That the LEXUS Product which is the subject of the lawsuit was not altered by or for DEALER; 7. That DEALER agrees to cooperate fully in the defense of such action as DISTRIBUTOR may reasonably require; and 8. That DEALER agrees that DISTRIBUTOR may offset any claim of improper environmental or work place practices or conditionsrecovery on DEALER'S behalf against any indemnification that may be required hereunder.