Distributor indemnity. Despite anything else in this Agreement, the Trader is entitled to be indemnified by the Distributor as set out in section 46A of the Consumer Guarantees Act 1993.
Distributor indemnity. The Distributor indemnifies the Retailer as follows:
(a) If:
(i) there has been a failure of the acceptable quality guarantee in section 6 of the Consumer Xxxxxxxxxx Xxx 0000 in the supply of electricity to a Consumer by the Retailer (a "Failure");
(ii) the Failure was wholly or partially the result of an event or condition associated with the Network;
(iii) the Failure was not a result of the Distributor complying with a rule or an order with which it was legally obliged to comply;
(iv) the Consumer obtains a remedy under Part 2 of the Consumer Xxxxxxxxxx Xxx 0000 in relation to the Failure against the Retailer; and
(v) that remedy is a cost to the Retailer (a "Remedy Cost"), the Distributor indemnifies the Retailer for the Remedy Cost.
(b) The amount of the Distributor's liability under this indemnity is limited to the proportion of the Remedy Cost that is attributable to the event or condition associated with the Distributor's Network.
(c) However:
(i) if the Distributor pays compensation to a Consumer ("Payment A") in respect of a service provided directly by the Distributor to the Consumer; and
(ii) the Retailer incurs Remedy Costs in relation to the Consumer for a failure of acceptable quality that arose from the same event or circumstance that led to the payment of Payment A, then the amount that the Retailer would otherwise recover from the Distributor in respect of that Consumer will be reduced by the amount of Payment A.
(d) If a Consumer makes a claim against the Retailer that the Retailer wishes to be indemnified for under this indemnity (a "Claim"), the Retailer will:
(i) as soon as reasonably practicable, give written notice of the Claim to the Distributor specifying the nature of the Claim in reasonable detail; and
(ii) consult with and keep the Distributor informed in relation to the Claim.
Distributor indemnity. Subject to the limitation of liability set forth in Section 11 ("Limitation of Liability"), Distributor will indemnify Siebel for, and hold Siebel harmless from, any loss, expense, damages, claims, demands, or liability arising from any claim, suit, action or demand resulting from: (a) the material uncured breach of any terms of this Agreement: (b) the use of the Licensed Software and Ancillary Programs by any Customer of Distributor except for claims which arise directly from or relate directly to material uncured breaches of Siebel's obligations under this Agreement or fall within Siebel's indemnification obligations under this Agreement, including but not limited to Siebel's warranties with respect to the Licensed Software; or (c) any claim related to the Value Added Offering.
Distributor indemnity. Ampio shall not be liable for any Losses to the extent incurred by Distributor or any other person or entity, and Distributor shall indemnify, defend, and hold harmless Ampio and its Affiliates and their officers, directors, agents, employees, representatives, successors, and authorized assigns (collectively, “Ampio Indemnitees”) from and against any and all Losses relating to any demand, claim, suit or proceeding brought by a Third Party to the extent arising from or occurring as a result of (i) Distributor’s material breach of this Agreement, (ii) any negligent or willful act or omission by or on behalf of Distributor; (iii) violation of any applicable Law by Distributor, (iv) the labeling, packaging, use, offer for sale, sale or distribution of any Product, (v) any modification made to the Product without Ampio’s prior written consent including physical injury (including death) and/or property damage actually or allegedly caused by it, (vi) any termination or expiration of any Sub-Distributor (to the extent not attributable to any direct relationship, including any relationship preceding this Agreement, entered into between Ampio and such Sub-Distributor independently from this Agreement), or (vii) any other representation, act or omission by or on behalf of Distributor, including Distributor’s performance of or failure to perform any term or condition of this Agreement. Distributor shall not be liable for any Losses resulting from the negligent or willful misconduct of any Ampio Indemnitee.
Distributor indemnity. Despite anything else in this agreement, the Retailer is entitled to be indemnified by the Distributor as set out in section 46A of the Consumer Xxxxxxxxxx Xxx 0000.
Distributor indemnity. Distributor shall indemnify and hold Riverdeep harmless from and against all Damages which may arise or result from or relate to (i) contract claims between Distributor and any of its distributors, resellers, replicators, or retailers relating to any of the Products; (ii) any Damages incurred by Riverdeep as a result of any sale by Distributor of any Product outside of the Territory; (iii) any Damages incurred by Riverdeep resulting from a breach by Distributor of any provision of this Agreement; (iv) any third party claims of misleading advertising by Distributor; (v) any trademark, trade dress, copyright, or patent infringement claim, claim involving appropriation of trade secrets, claim arising out of the use and exploitation of a person's appearance or likeness, in each case solely arising out of any Product packaging created by or on behalf of Distributor, or claim arising out of anyone's right to publicity or invasion of privacy contained in any such Product packaging other than any claim relating to underlying art assets or other materials provided by or on behalf of Riverdeep to Distributor;
Distributor indemnity. Distributor shall indemnify and hold harmless UFPC and the Participants, their successors and assigns, and their officers, directors, and employees (collectively, the “Indemnified Parties”) from and against any and all suits, actions, claims, losses, damages, liabilities, obligations, judgments, costs or expenses (including, without limitation, reasonable attorneys’ fees and expenses) that any of the Indemnified Parties may suffer or incur as a result of any claim by any third party, but only to the extent attributable to Distributor’s negligent acts or omissions, wrongful conduct and/or breach of any representations, express or implied warranties or agreements made by Distributor in or through this Agreement. Notwithstanding the foregoing and for the avoidance of doubt, Distributor does not agree to indemnify or hold harmless a particular Indemnified Party for any suits, actions, claims, losses, damages, liabilities, obligations, judgments, costs or expenses arising from the negligence or willful misconduct of the Indemnified Party.
Distributor indemnity. Distributor shall indemnify and hold Atossa harmless from any claims arising out of the Services provided by Distributor from any third party, including government entities (including any fees, costs, including, without limitation, attorneys fees, expert witness fees and costs of court, and expenses associated with the defense against same), except to the extent such claims arise from the negligence or willful misconduct of Atossa, including any breach of this agreement.
Distributor indemnity. (a) If:
(i) there has been a failure of the acceptable quality guarantee in the CGA in relation to the supply of electricity to a Consumer by the Retailer (a "Failure");
(ii) the Failure was wholly or partially the result of an event, circumstance or condition associated with the Network;
(iii) the Failure was not a result of the Distributor complying with a rule or an order with which it was legally obliged to comply;
(iv) the Failure was not a result of action taken by the System Operator under the Act;
(v) the Consumer obtains a remedy under Part 2 of the CGA in relation to the Failure against the Retailer; and
(vi) that remedy is a cost to the Retailer (a "Remedy Cost"), the Distributor indemnifies the Retailer for the Remedy Cost (“Distributor’s Indemnity”).
Distributor indemnity. DISTRIBUTOR's indemnity obligations under Section --------------------- 9.3 shall apply to any claim, suit or proceeding by a third party against LITRONIC and any of its directors, officers, agents, employees, contractors, parent companies, affiliates, and/or subsidiaries (collectively, the "LITRONIC Parties") based on or arising out of (i) the misconduct or omissions of DISTRIBUTOR in connection with (A) its performance or failure to perform any other obligations in this Agreement or any agreement with an Reseller or End- User of the Products, and (B) any other product or service provided by DISTRIBUTOR to Resellers or End-User of the Products; and (ii) any unauthorized representation or any misrepresentation of fact to any third party with respect to one or more of the LITRONIC Parties or the LITRONIC Products made by DISTRIBUTOR or any director, officer, agent, or employee of DISTRIBUTOR.
