Distributor’s Indemnification Obligations Sample Clauses

Distributor’s Indemnification Obligations. Distributor will indemnify and hold harmless Megola and its Affiliates, and their respective directors, officers and employees, from and against any and all third party claims, liabilities, demands, losses, causes of action, damages, settlements, and expenses (including reasonable attorneys' and experts fees) (“Claims”) arising out of or in connection with: (i) advertisements and representations of the Products made by Distributor that do not conform to the Product Specification in Appendix B attached ; (ii) any breach of any warranty or representation made by Distributor hereunder; and (iii) any other claim alleging gross negligence or willful misconduct of Distributor. Distributor's obligation to indemnify and hold Megola harmless will survive the termination of the Agreement. Megola will give Distributor prompt written notice of any such Claim and provide it with reasonable assistance, at Distributor’s reasonable expense, in defense of the Claim. Distributor shall have the right to assume primary control of the defense and settlement of the Claim, provided it does so diligently and to Megola’s reasonable satisfaction; Megola may participate in such defense and settlement at its own cost and expense.
Sample 1
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Related to Distributor’s Indemnification Obligations

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • No Third Party Beneficiaries This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

  • ATTORNEYS’ FEES In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

  • Survival The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

  • Indemnity The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.

  • Representations and Warranties of the Company The Company represents and warrants to each Underwriter that:

  • Subcontractors The Contractor will not subcontract any work under the Contract without prior written consent of the Department. The Contractor is fully responsible for satisfactory completion of all its subcontracted work. The Department supports diversity in its procurements and contracts, and requests that the Contractor offer subcontracting opportunities to certified woman-, veteran-, and minority-owned small businesses. The Contractor may contact the OSD at xxxxxxx@xxx.xxxxxxxxx.xxx for information on certified small business enterprises available for subcontracting opportunities.

  • Warranties a. The Investor(s) makes the following representations and warranties to Escrow Agent:

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

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