Distribution Indemnity. Subject to the terms of Section 10.2, Dassault Systemes agrees to indemnify PlanetCAD against any third party claims against PlanetCAD for loss, damage, liability, or expense (including but not limited to reasonable attorneys' fees) arising out of any acts or omissions of Dassault Systemes in connection with their activities under this Agreement, including but not limited to (i) negligence or other tortious conduct, or (ii) representations or statements not specifically authorized by PlanetCAD herein or otherwise in writing.
Distribution Indemnity. Subject to Section 17.3, the Customer will defend, indemnify and hold the Licensor and its Affiliates harmless in the event of any action or other proceeding brought against the Licensor or its Affiliates arising out of any products or services offered or provided by the Customer in connection to the Product, and any other acts or omissions of the Customer related thereto. The Customer will pay any and all costs, damages, and expenses (including but not limited to reasonable attorneys' fees) awarded against the Licensor by a court of competent jurisdiction or agreed to by the Customer in settlement of such claim, in any such action or proceeding attributable to any such claim.
Distribution Indemnity. (a) Importer will indemnify, defend and otherwise hold Producer harmless against any claims, losses, damages, liability or expenses (including reasonable attorneys' fees) incurred by Producer arising out of third party claims relating to the marketing, promotion, sale or distribution of THE PRODUCTS except as provided for in Paragraph 17(b). Importer shall acquire and maintain at its sole cost and expense throughout the term of this Contract and any sell-off period, standard Product Liability Insurance. This insurance coverage shall provide protection of not less than five million dollars U.S. ($5,000,000) for each occurrence and Producer shall be named as an additional named insured. Such insurance policies shall provide that they may not be cancelled or amended in a manner which restricts the existing coverage without at least thirty (30) days written notice to Producer.
(b) Producer will indemnify, defend and otherwise hold Importer harmless in the TERRITORY only as against any claims, losses, damages, liability or expenses (including reasonable attorneys' fees) incurred by Importer arising out of third party claims concerning compliance with United States laws and regulations (provided Importer has informed Producer of such regulatory requirements) or the quality or fitness for use of THE PRODUCTS produced, bottled and shipped directly to Importer by Producer, and provided that THE PRODUCTS have been warehoused by Importer and shipped in compliance with reasonable quality standards provided by Producer. Producer shall acquire and maintain at its sole cost and expense throughout the term of this Contract standard Product Liability Insurance from a reputable insurance company. This insurance coverage shall provide protection of not less than five million dollars U.S. ($5,000,000) for each occurrence and Importer shall be named as an additional named insured against any and all claims, demands, causes of action or damages, including reasonable attorney's fees, arising out of any alleged defects in THE PRODUCTS. Such insurance policies shall provide that they may not be cancelled or amended in a manner which restricts the existing coverage without at least thirty (30) days written notice to both parties.
Distribution Indemnity. Authorized Reseller shall indemnify Xxxxxxx against any third-party claim, action or other proceeding brought against Xxxxxxx for any and all costs, losses, damages, liabilities, and expenses (including but not limited to reasonable attorneys’ fees) arising out of any acts or omissions of Authorized Reseller or any sub-middlemen in connection with their activities under this Agreement.
Distribution Indemnity. Reseller agrees to indemnify WVS against any third party claims by third party remarketers, and end user customers of Reseller or any other third party against WVS for loss, damage, liability, or expense (including but not limited to reasonable attorney's fees) arising out of any breach by Reseller of its obligations under this Agreement; provided that WVS shall (a) promptly notify Reseller in writing of any such claim made against WVS; (b) permit Reseller to take sole control of the defense and all related settlement negotiations; and (c) provide Reseller with reasonable assistance, information, and authority necessary to perform the above. Failure to provide prompt notice of any claim shall not relieve Reseller of its indemnity obligation except to the extent Reseller's ability to defend such claim is materially adversely affected.
Distribution Indemnity. Subject to the limitations set forth in Section 10 (Limitation of Liability), Representative agrees to defend (or settle) and indemnify MSS against any third party claims against MSS for loss, damage, liability, or expense (including but not limited to reasonable attorneys' fees) arising out of the gross negligence or willful misconduct of Representative or any Sub-Representatives in connection with the promotion or marketing of the PST Test under this Agreement.
Distribution Indemnity. Subject to the terms of Section 12.2, Representative agrees to indemnify MSS against any third party claims against MSS for loss, damage, liability, or expense (including but not limited to attorneys' fees) arising out of any acts or omissions of Representative in connection with its activities under this Agreement.
Distribution Indemnity. Each party agrees to indemnify the other party against any third party claims for loss, damage, liability, or expense (including but not limited to attorneys' fees) arising solely out of any negligent acts or omissions of the indemnifying party in connection with their activities under this Agreement.
Distribution Indemnity. Each party agrees to indemnify the other party against any claims, loss, damage, liability, or expense (including but not limited to attorneys' fees) suffered, incurred, or asserted against the other party arising out of or relating to any acts or omissions in connection with its activities under this Agreement or any acts or omissions of any Distributor.
Distribution Indemnity. Subject to the terms of Section 12.2, Licensee agrees to indemnify Talarian against any third party claims against Talarian for loss, damage, liability, or expense (including but not limited to attorneys' fees) arising out of any acts or omissions of Licensee or any Sublicensees in connection with their activities under this Agreement.
