Common use of Indemnification and Remedies Clause in Contracts

Indemnification and Remedies. Vendor shall indemnify, defend and hold harmless Gateway and its officers, directors, employees, shareholders, subsidiaries, agents affiliates and additional insureds ("Gateway Indemnitees") from any "Loss" (meaning any and all losses, costs, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, expenses, deficiencies or other charges, including costs and expenses incurred in connection with investigating, defending or asserting any claim, demand, settlement, action or proceeding (each a "Claim") incident to any matter (including court filing fees, court costs, arbitration fees or costs, witness fees, and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, consultants, accountants and other professionals)) that arises from or is caused by: (a) any breach of this purchase order by vendor or any person acting under its direction or control (including any subcontractors and independent contractors) or that arises from any incorrectness or breach of a representation or warranty by vendor; (b) any willful or negligent act, error or omission of vendor, or any person acting under its direction or control (including any subcontractors and independent contractors); (c) injury or death to persons or damages to property; (d) allegations that any services, Vendor Background IP, Work Product, or tangible property or Intellectual Property owned by a third party, infringes any Intellectual Property or other proprietary right of a third party; (e) matters in relation to vendor replacing or causing to be replaced, within a reasonable time, any individuals engaged in performing vendor's obligations under this purchase order, which Gateway may, acting reasonably, require (it being understood that that Gateway's rights do not obligate vendor to take any other action regarding such individual (other than replace such individual) including, without limitation, the termination or breach of any employment or other contractual relationship with such individual. However, vendor in its sole and absolute discretion may take such action as it deems appropriate under the circumstances); (f) any defect, whether latent or apparent, in any product of vendor which was sold to Gateway hereunder; and (g) matters in relation to Sections 15, 17 and 25. This indemnity shall survive termination of this purchase order regardless of the cause or reason of such termination. The remedies provided to Gateway herein are to be cumulative, and in addition to any other rights or remedies provided by law or in equity or otherwise. No single or partial exercise by Gateway of any right or remedy precludes or otherwise affects the exercise of any other right to remedy to which Gateway may be entitled. Notwithstanding any other provision of this purchase order, Gateway shall not be liable for any indirect, incidental, special, punitive, exemplary or consequential damages, including but not limited to any loss of anticipated profits or benefits, regardless of whether such has been notified to Gateway, and Gateway's cumulative liability to vendor, or any other party for any Loss shall not, in any event, no matter the cause of such Loss, exceed the agreed upon sum paid by Gateway for the goods and services, as contemplated in this purchase order.

Indemnification and Remedies. Vendor shall indemnify, defend and hold harmless Gateway and its officers, directors, employees, shareholders, subsidiaries, agents and affiliates and additional insureds ("Gateway Indemnitees") from any "Loss" (meaning any and all losses, costs, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, expenses, deficiencies or other charges, including costs and expenses incurred in connection with investigating, defending or asserting any claim, demand, settlement, action or proceeding (each a "Claim") incident to any matter (including court filing fees, court costs, arbitration fees or costs, witness fees, and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, consultants, accountants and other professionals)) that arises from or is caused by: : (a) any breach of this purchase order by vendor or any person acting under its direction or control (including any subcontractors and independent contractors) or that arises from any incorrectness or breach of a representation or warranty by vendor; ; (b) any willful or negligent act, error or omission of vendor, or any person acting under its direction or control (including any subcontractors and independent contractors); (c) injury or death to persons or damages to property; (d) allegations that any services, Vendor Background IP, Work Product, or tangible property or Intellectual Property owned by a third party, infringes any Intellectual Property or other proprietary right of a third party; (e) matters in relation to vendor replacing or causing to be replaced, within a reasonable time, any individuals engaged in performing vendor's obligations under this purchase order, which Gateway may, acting reasonably, require (it being understood that that Gateway's rights do not obligate vendor to take any other action regarding such individual (other than replace such individual) including, without limitation, the termination or breach of any employment or other contractual relationship with such individual. However, vendor in its sole and absolute discretion may take such action as it deems appropriate under the circumstances); (f) any defect, whether latent or apparent, in any product of vendor which was sold to Gateway hereunder; and (g) matters in relation to Sections 15, 17 and 25. This indemnity shall survive termination of this purchase order regardless of the cause or reason of such termination. The remedies provided to Gateway herein are to be cumulative, and in addition to any other rights or remedies provided by law or in equity or otherwise. No single or partial exercise by Gateway of any right or remedy precludes or otherwise affects the exercise of any other right to remedy to which Gateway may be entitled. Notwithstanding any other provision of this purchase order, Gateway shall not be liable for any indirect, incidental, special, punitive, exemplary or consequential damages, including but not limited to any loss of anticipated profits or benefits, regardless of whether such has been notified to Gateway, and Gateway's cumulative liability to vendor, or any other party for any Loss shall not, in any event, no matter the cause of such Loss, exceed the agreed upon sum paid by Gateway for the goods and services, as contemplated in this purchase order.

Indemnification and Remedies. Vendor shall indemnify, defend and hold harmless Gateway and its officers, directors, employees, shareholders, subsidiaries, agents agents, affiliates and additional insureds ("Gateway Indemnitees") from any "Loss" (meaning any and all losses, costs, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, expenses, deficiencies or other charges, including costs and expenses incurred in connection with investigating, defending or asserting any claim, demand, settlement, action or proceeding (each a "Claim") incident to any matter (including court filing fees, court costs, arbitration fees or costs, witness fees, and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, consultants, accountants and other professionals)) that arises from or is caused by: (a) any breach of this purchase order by vendor or any person acting under its direction or control (including any subcontractors and independent contractors) or that arises from any incorrectness or breach of a representation or warranty by vendor; (b) any willful or negligent act, error or omission of vendor, or any person acting under its direction or control (including any subcontractors and independent contractors); (c) injury or death to persons or damages to property; (d) allegations that any services, Vendor Background IP, Work Product, or tangible property or Intellectual Property owned by a third party, infringes any Intellectual Property or other proprietary right of a third party; (e) matters in relation to vendor replacing or causing to be replaced, within a reasonable time, any individuals engaged in performing vendor's obligations under this purchase order, which Gateway may, acting reasonably, require (it being understood that that Gateway's rights do not obligate vendor to take any other action regarding such individual (other than replace such individual) including, without limitation, the termination or breach of any employment or other contractual relationship with such individual. However, vendor in its sole and absolute discretion may take such action as it deems appropriate under the circumstances); (f) any defect, whether latent or apparent, in any product of vendor which was sold to Gateway hereunder; and (g) matters in relation to Sections 15, 17 and 25. This indemnity shall survive termination of this purchase order regardless of the cause or reason of such termination. The remedies provided to Gateway herein are to be cumulative, and in addition to any other rights or remedies provided by law or in equity or otherwise. No single or partial exercise by Gateway of any right or remedy precludes or otherwise affects the exercise of any other right to remedy to which Gateway may be entitled. Notwithstanding any other provision of this purchase order, Gateway shall not be liable for any indirect, incidental, special, punitive, exemplary or consequential damages, including but not limited to any loss of anticipated profits or benefits, regardless of whether such has been notified to Gateway, and Gateway's cumulative liability to vendor, or any other party for any Loss shall not, in any event, no matter the cause of such Loss, exceed the agreed upon sum paid by Gateway for the goods and services, as contemplated in this purchase order.

Indemnification and Remedies. Vendor 13.1 The Supplier agrees to defend, indemnify and hold the Buyer harmless from any and all claims, causes of action, demands or disputes which allege, in whole or in part, any Intellectual Property Rights infringement with respect to the sale, use, distribution or application of the Products or Services provided by the Supplier. Said protection and indemnification shall indemnifyinclude indemnification of the Buyer’s expenses of litigation, defend court costs, expert expenses and attorney’s fees made or recovered against the Buyer by any person or persons whomsoever, on account of the use or sale of such article by the Buyer in violation of any right(s) claimed under any Intellectual Property Rights and to provide a replacement Products that are non-infringing. 13.2 The Supplier agrees to indemnify and hold harmless Gateway the Buyer and its the customer of the Buyer and their respective officers, directors, employees, shareholdersagents, subsidiariessuccessors and assigns (“Pentamaster Indemnitees”), agents affiliates from and additional insureds ("Gateway Indemnitees") from any "Loss" (meaning any and against all losses, costs, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, expenses, deficiencies costs or other chargesliability of any kind (including attorney’s fees), including any costs and expenses incurred in connection associated with investigating, defending or asserting any claim, demand, settlement, action or proceeding (each a "Claim") incident to any matter (including court filing fees, court costs, arbitration fees or costs, witness fees, and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, consultants, accountants and other professionals)) that arises from or is caused by: (a) any breach of this purchase order by vendor or any person acting under its direction or control (including any subcontractors and independent contractors) or that arises from any incorrectness or breach of a representation or warranty by vendor; (b) any willful or negligent act, error or omission of vendor, or any person acting under its direction or control (including any subcontractors and independent contractors); (c) injury or death to persons or damages to property; (d) allegations that any services, Vendor Background IP, Work Product, or tangible property or Intellectual Property owned claims made by a third party, infringes arising from, in connection with or relating to any Intellectual Property of the following: (a) negligent acts or omissions or willful misconduct of Supplier or its personnel; (b) Supplier’s breach of its obligations or warranties under this Agreement, Purchase Order or Product Schedule; (c) any theft or other proprietary right misappropriation of Buyer’s or its personnel’s information, property or funds by the Supplier or the Supplier’s employees, subcontractor and/or agents; or (d) failure of the Supplier, its sub-contractor or agent in compliance with all applicable national, state and local laws and regulations governing the manufacture, transportation, import, export and/or sale of the Products and/or the performance of Service in Malaysia or other applicable jurisdictions. 13.3 In the event it is necessary for the Buyer to enforce the terms and conditions of this Agreement, Purchase Order or Purchase Schedule or to defend or prosecute any litigation arising out of or as a third party; (e) matters result of this Agreement, Purchase Order or Purchase Schedule or in relation connection with the sale of the Products and/or Services to vendor replacing or causing to be replaced, within a reasonable time, any individuals engaged in performing vendor's obligations under this purchase order, which Gateway may, acting reasonably, require (it being understood that that Gateway's rights do not obligate vendor to take any other action regarding such individual (other than replace such individual) including, without limitationthe Buyer by the Supplier, the termination or breach of any employment or other contractual relationship with such individual. HoweverBuyer shall be entitled to recover from the Supplier, vendor in its sole and absolute discretion may take such action as it deems appropriate under the circumstances); (f) any defect, whether latent or apparent, in any product of vendor which was sold to Gateway hereunder; and (g) matters in relation to Sections 15, 17 and 25. This indemnity shall survive termination of this purchase order regardless of the cause or reason of such termination. The remedies provided to Gateway herein are to be cumulative, and in addition to any other relief granted, reasonable attorneys’ fees, expert fees, costs and expenses of litigation to the extent the Buyer is substantially prevailing party. 13.4 All rights or and remedies provided by law or in equity or otherwise. No single or partial granted to either of the parties shall be cumulative and no exercise by Gateway either of the parties of any right and remedies under this Agreement shall restrict or remedy precludes or otherwise affects prejudice the exercise of any other right and remedies granted by this Agreement or otherwise available to remedy to which Gateway may be entitled. Notwithstanding any other provision of this purchase order, Gateway shall not be liable for any indirect, incidental, special, punitive, exemplary or consequential damages, including but not limited to any loss of anticipated profits or benefits, regardless of whether such has been notified to Gateway, and Gateway's cumulative liability to vendor, or any other party for any Loss shall not, in any event, no matter the cause of such Loss, exceed the agreed upon sum paid by Gateway for the goods and services, as contemplated in this purchase orderit.