Indemnification by Bank. Bank agrees to indemnify and hold harmless Retailer, its affiliates, and their respective employees, officers, directors and agents, from and against any and all Damages to the extent such Damages arise out of or result from:
Indemnification by Bank. Bank hereby indemnifies Company and its Related Parties against, and agrees to hold them harmless from, any and all Damages incurred or suffered by any of them arising out of or in any way related to any misrepresentation, breach of any warranty, or nonperformance of any covenant made by Bank under this Agreement.
Indemnification by Bank. Except to the extent of any Losses which arise from any act or omission of Sunlight or an Affiliate of Sunlight, Bank shall be liable to and shall indemnify and hold harmless Sunlight and its officers, directors, employees, agents and Affiliates and permitted assigns, from and against any Losses arising out of (i) Bank’s breach of any of the terms and conditions of this Agreement or any Program Document or (ii) Bank’s willful misconduct or intentional non-compliance with Applicable Laws in respect of its obligations in connection with the Program hereunder.
Indemnification by Bank. Bank agrees to protect, indemnify, defend and hold harmless Retailer and its shareholders, employees, officers, and directors, from and against any and all Indemnified Losses to the extent such Indemnified Losses arise out of, are connected with, or result from:
Indemnification by Bank. The Bank shall indemnify and hold harmless the Company from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that the Company may sustain or incur or that may be asserted against the Company by any person arising out of any action taken or omitted to be taken by an Indemnified Party as a result of the Indemnified Party’s refusal or failure to comply with the terms of this Agreement (or any servicing agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any servicing agreement). This indemnity shall be a continuing obligation of the Bank, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “Company” shall include the Company’s Board of Managers, directors, officers and employees.
Indemnification by Bank. Except to the extent of any Losses which arise from the direct acts or omissions of Purchaser or an affiliate of Purchaser, including Purchaser’s breach of any representations, warranties or covenants under this Agreement, or by negligence, fraud, bad faith or willful misconduct on the part of Purchaser, Bank shall be liable to and shall indemnify and hold harmless Purchaser and its respective officers, directors, employees, agents and affiliates and permitted assigns, from and against any Losses arising out of (i) the failure of Bank to comply with any of the terms and conditions of this Agreement, or (ii) the inaccuracy of any representation or warranty made by Bank herein. For the avoidance of doubt, Purchaser hereby acknowledges and agrees that the forgoing undertaking is not and shall not be construed to be a guaranty of payment or performance by any Borrower of all or any amounts owed in relation to any Loan, nor shall be enforced in a manner that would render such undertaking the legal or economic equivalent of a guaranty by Bank of such payment or performance by any Borrower.
Indemnification by Bank. Except to the extent of any Losses which arise from the direct acts or omissions of UNI or an Affiliate of UNI, or a UNI Third Party Service Provider, including a violation of Applicable Law in respect of UNI’s obligations hereunder, Bank shall be liable to and shall indemnify and hold harmless UNI and its officers, directors, employees, agents and Affiliates and permitted assigns, from and against any Losses arising out of any Claim in connection with (i) a breach by Bank of any of the terms and conditions of this Agreement, including any Losses resulting from Bank’s non-compliance with Applicable Laws in respect of its obligations in connection with the Program hereunder, (ii) an inaccuracy of any representation or warranty made by Bank herein (iii) infringement or alleged infringement by Bank or by any Bank Third Party Service Providers of any Marks of UNI, or the use thereof hereunder or any infringement or misappropriation or alleged infringement or misappropriation of any Intellectual Property Rights, and (iv) an Information Security Incident involving Customer Information that is in the possession, custody or control of Bank.
Indemnification by Bank. Bank shall indemnify and defend Higher One and its parent, subsidiaries and affiliates, and its and their respective officers, directors, employees, and permitted assigns, against any direct losses or expenses arising from any legal action, claim, demand, or proceedings brought against any of them as a result of (a) any act of gross negligence, willful misconduct, or intentional tort on the part of Bank or its agents, officers, or employees; (b) any alleged or actual material breach by Bank of this Agreement; or (c) the authorized access and use by Higher One of any Marks of Bank provided, however, Bank shall not be liable for any loss, claim, damage, or liability with respect to which Higher One is obligated to indemnify Bank pursuant to Section 10.2.
Indemnification by Bank. Bank agrees to indemnify, defend and hold Vendor, Affiliates of Vendor and assigns and their respective officers, directors, employees and agents harmless against any and all Losses of any kind asserted by any person or entity (including, without limitation, relating to injury or death of any person or destruction of any property, real or personal), arising out of, connected with or resulting from any act taken by Vendor (acting in good faith) under this Agreement or the Indenture, unless such Losses are the result of (a) the material breach of this Agreement or the Indenture, as applicable, by Vendor, (b) Vendor’s failure to comply with requirements of applicable federal, state and local laws and regulations, in performing its duties as Vendor hereunder or the Indenture, as applicable, (c) the negligence, willful misconduct or bad faith of Vendor, or (d) any material failure of the representations, warranties or covenants made by Vendor hereunder or in connection herewith to be true and correct.
Indemnification by Bank. Bank agrees to protect, indemnify, and hold harmless Retailers, their Affiliates, and their respective employees, officers, and directors, from and against any and all Losses by whomsoever asserted, including, but not limited to, (i) the Cardholders or other persons responsible for the payment of Accounts; (ii) any person or persons who prosecute or defend any proceedings as representatives of or on behalf of a class or interest group; (iii) any governmental instrumentality; or (iv) any other third party, arising out of, connected with or resulting from: (a) any breach by Bank of any of the terms, covenants, or other provisions contained in this Agreement; (b) any representation or warranty made by Bank in this Agreement which proves to have been untrue or incorrect in any material respect as of the date when made or deemed made hereunder;
