Distributor’s Indemnity. If notified promptly in writing of any action (and all prior claims relating to such action) against Xxxxxx.xxx based on a claim arising from (i) infringement of any patent or other intellectual property right which results from the Exceptions; (ii) Distributor's grant of a warranty to any Customer exceeding the limited warranty set forth in Section 9.1 of this Agreement (an "Excess Warranty"), (iii) Distributor's material breach of this Agreement, or (iv) Distributor's negligence or willful misconduct, Distributor shall indemnify Xxxxxx.xxx and hold Xxxxxx.xxx harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney's fees, arising out of any claim with respect to the breach or alleged breach of such Excess Warranty or this Agreement or such negligence or willful misconduct; provided that ------------- Distributor shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further that no ----------------- cost or expense shall be incurred for the account of Distributor without Distributor's prior written consent.
Distributor’s Indemnity. Subject to, and to the extent of, any loss suffered by the Distributor caused by, or contributed to by, the Retailer’s non-compliance with clauses 15.2, 15.3 or 15.4 of this Agreement, the Distributor indemnifies the Retailer from and against any:
Distributor’s Indemnity. DISTRIBUTOR shall defend, indemnify and hold SUPPLIER, its shareholders, managers, officers, directors, agents and employees (the “SUPPLIER Indemnitees”) harmless on an after-Tax basis against any and all losses, damages, claims, liabilities, Taxes (excluding recoverable Sales Tax), costs and expenses including reasonable attorneys’ fees (“SUPPLIER’s Claim”) resulting from the following:
Distributor’s Indemnity. Distributor hereby agrees to indemnify and hold harmless the Company and the Company’s parents, subsidiaries, affiliates, successors, assigns, officers, directors, members, governors, shareholders, employees and agents (the “Company Indemnified Parties”) from and against any Losses that directly or indirectly arises from, or is related to, any material breach by Distributor of this Agreement, including, but not limited, any Losses resulting from the negligent or intentional misrepresentation by Distributor or its employees or agents to any person or entity with respect to the Device or Device Services (a “Distributor Indemnified Claim”).
Distributor’s Indemnity. Distributor shall indemnify each of Xenogen and its directors, officers, and employees and the successors and assigns of any of the foregoing (each a “Xenogen Indemnitee”), and hold each Xenogen Indemnitee harmless from and against any Liability arising out of any claim, complaint, suit, proceeding or cause of action against a Xenogen Indemnitee by a third party arising out of: (i) the use, marketing, sale or distribution of Licensed Products by Distributor or by third parties under authority of Distributor; (ii) Distributor’s willful or grossly negligent acts; (iii) Distributor’s failure to notify Xenogen of material breaches by End Users of the End User Agreement, or cooperate with Xenogen regarding enforcement of such Agreements, as required under Section 10.5; (iv) Distributor’s breach of the restrictions with respect to the Licensed Products and any of the licenses granted to Distributor hereunder; or (v) Distributor’s use of the Xenogen Imaging Technology or the Initial Systems (except for third party claims of patent, trademark or copyright infringement relating solely to the Initial Systems).
Distributor’s Indemnity. Provided that Distributor is notified promptly and in writing of such claim (and all prior related claims), Distributor shall indemnify Xxxxxx.xxx and hold Xxxxxx.xxx harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney's fees, arising out of any claim against Xxxxxx.xxx arising from (i) infringement of any patent or other intellectual property right which results from the Exceptions; (ii) Distributor's grant of a warranty to any Customer exceeding the limited warranty set forth in Section 9.1 of this Agreement (an "Excess Warranty"), (iii) Distributor's material breach of this Agreement, (iv) Distributor's gross negligence or willful misconduct, (v) Distributor's failure to comply with applicable state, federal, and local laws and regulations, industry standards or rules of professional conduct, including, without limitation, those applicable to product claims, labeling, approvals, registrations and notifications, the Internic, the Internet Assigned Numbers Authority and Internet community standards; or (vi) Distributor's addition to any copy of Software of any product claim, label, instructions, packaging, or the like, without Xxxxxx.xxx's prior written consent. Notwithstanding any provision to the contrary contained in this Agreement, Distributor shall have sole control of the defense of any such action and all negotiations for its settlement or compromise; and no cost or expense shall be incurred for the account of Distributor without Distributor's prior written consent.
Distributor’s Indemnity. A Distributor who sends a Specified Instruction to a Manufacturer through the Network where the Manufacturer has acted upon the Specified Instruction in accordance with the EPA Terms and Conditions, shall defend, indemnify, and hold harmless the Manufacturer, its affiliates, and its and their respective managers, directors, officers, agents and employees (collectively, the “Indemnified Parties”) at the Distributor’s sole expense against any and all proceedings, demands, actions, causes of action, assessments, orders, settlements, suits, claims, debts, or liabilities against the Indemnified Parties, including, but not limited to, costs and solicitors’ fees, and amounts paid in settlement arising out of or in connection with: (a) any claim arising as a result of a breach or alleged breach of the EPA Terms and Conditions by the Distributor; (b) any claim arising from or related to any injury to persons, damage to property, loss of use of property or fidelity, or crime loss related to that Specified Instruction sent or delivered by the Distributor; and (c) any claim arising from acting upon or responding to the Specified Instruction by the Manufacturer.
Distributor’s Indemnity. 20.1 Distributor hereby indemnifies and holds Manufacturer harmless for any loss, damage or expense incurred arising out of any claim or actual defect or negligence in the services provided by Distributor pursuant to this agreement.
Distributor’s Indemnity. Distributor shall indemnify, defend and hold harmless Sonic, its directors, employees, consultants and independent contractors against any third party claims, and any costs, loss, damage, expenses, lawyer's fees (including disbursements),or liability (including amounts paid in settlement) that results from any such third party claims where the claim arises from the grossly negligent or wrongful acts of Distributor. Sonic shall provide reasonable information and assistance to Distributor at Distributor's expense in defence in any such proceeding.
Distributor’s Indemnity. Distributor will indemnify and save harmless the Manufacturer of and from all claims, damages, losses or expenses (including attorneys' fees) for or relating to missrepresentations made by the Distributor or the Distributor's agents or representatives as to the Manufacturer or Products.
