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 15.215.2, 15.315.3 or 15.415.4 of this Agreement, the Distributor indemnifies the Retailer from and against any:
(a) Claim by a customer against the Retailer relating to the quality of, or interruptions to, the connection and supply of electricity by the Distributor (other than a Claim of the type referred to in clause 14.114.1(b)), where the Distributor would have been liable to that customer under its connection contract had that customer claimed against the Distributor, but only to the extent that the Distributor would have been liable to that customer under its connection contract;
(b) Claim against the Retailer for breach of any statutory guarantees, conditions, warranties or rights provided by the Competition and Consumer Xxx 0000 (Cth) or any equivalent consumer protection legislation concerning the connection or supply of electricity by the Distributor where:
(i) that breach has occurred as a result of the acts or omissions of the Distributor; and
(ii) the Retailer has in its contract with the customer to which the Claim relates sought to limit or exclude its liability to that party for breach of any of the statutory guarantees, conditions, warranties or rights provided by the Competition and Consumer Xxx 0000 (Cth) or any equivalent consumer protection legislation to the maximum extent permitted by law;
(c) Claims in connection with the wrongful disconnection of a customer’s connection point by the Distributor, other than Claims in connection with a Service Order Request under clause 1111 that results in a wrongful disconnection of a customer’s connection point by the Distributor; or
(d) Claims in connection with any failure by the Distributor to comply with clause 1515.
Distributor’s Indemnity. Anything herein to the contrary notwithstanding, Distributor hereby agrees to indemnify and hold harmless The Company and its subsidiaries, affiliates, successors, assigns, officers, directors, members, governors, shareholders, employees and agents (the “Company Indemnified Parties”) from and against any Loss that directly or indirectly arises from, or is related to, any material breach by Distributor of this Agreement, including, without limitation, any Loss resulting from the negligent or intentional misrepresentation by Distributor, its employees or agents, to any person with respect to the Device or Device Services covered by this Agreement.
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:
(1) the personal injury to or death of any person or any property damage to the extent caused by DISTRIBUTOR’s and/or any of its Sub-Contractors’ importation, transportation, storage, use, promotion, marketing, sales, distribution and handling of the Product;
(2) any act or omission, or breach of this Agreement due to the negligence or wilful misconduct by DISTRIBUTOR or any of its managers, officers, directors, Sub-Contractors, agents, employees, directors or officers contrary to Applicable Law;
(3) the negligent or wilful misconduct of DISTRIBUTOR relating to the handling of the Product as finally determined by a court of competent jurisdiction or as agreed by the Parties;
(4) any material breach by DISTRIBUTOR of any of DISTRIBUTOR’s representations and warranties set forth in this Agreement;
(5) any negligent act or omission by DISTRIBUTOR and/or any Sub-Contactor contrary to Applicable Law; or
(6) any act of omission by DISTRIBUTOR and/or any Sub-Contractor which would constitute a violation of ANNEX H (Anti-Corruption Laws), in each case as determined by a court or arbitrator of competent jurisdiction or as agreed by the Parties. DISTRIBUTOR’s indemnification under this Section 14.2 shall not apply to any SUPPLIER Claim to the extent that it is directly related to the negligent activities, reckless misconduct or intentional misconduct attributable to SUPPLIER.
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. DISTRIBUTOR shall indemnify and hold SUPPLIER and its 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:
(1) the personal injury to or death of any person or any property damage caused by DISTRIBUTORs and/or any of its Sub-Contractors’ transportation, storage, use, promotion, marketing, sales, distribution and handling of the Product;
Distributor’s Indemnity. Distributor shall indemnify and hold harmless Manufacturer and its Affiliates, officers, directors, stockholders, employees, and agents, and the successors and assigns of all of them ( "Manufacturer’s Indemnified Parties"), and shall reimburse Manufacturer’s Indemnified Parties for, any loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and defense and attorneys' fees) directly or indirectly arising from or in connection with (a) any failure by Distributor to perform or comply with any agreement, covenant or obligation in this Agreement, (b) any claim made at any time by any governmental authority with respect to the business of Distributor and Distributor’s marketing, distribution, or sale of the Product; and (c) any warranty claim pursuant to Section 9.1 hereof, if the Product that is asserted to be defective has been subjected by Distributor to mishandling, misuse, neglect, improper or inadequate storage, improper testing, repair, alteration, damage, assembly, or processing that alters physical or electrical properties. This Section 9.2 shall survive the expiration of the Term
Distributor’s Indemnity. Distributor shall defend, indemnify and hold OGI harmless from and against any and all claims arising out of (a) a breach of Distributor’s covenants, representations or warranties herein or (b) the distribution of Products by Distributor. If Distributor fails to promptly defend any such claim, OGI may defend against such claim with counsel of OGI’s own choice and at the expense of Distributor. The indemnification obligation hereunder shall apply to OGI, its officers, directors, stockholders, managers, members, employees, partners, agents, successors, assigns, parents, subsidiaries and affiliated companies, and their respective officers, stockholders, employees, partners and agents, and shall cover any and all claims, costs, lawsuits, liabilities or losses (including reasonable attorneys’ fees and all related costs).
