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:
(a) Any breach by Bank of any of the terms, covenants, representations, warranties or other provisions contained in this Agreement;
(b) Any act or omission, where there was a duty to act, by Bank or its employees, officers, directors, or agents (including any assignee or delegatee of Bank contemplated by Section 15.3), including the failure of Bank to comply with Applicable Law;
(c) Any failure of the Account Documentation as prepared by Bank or Bank’s activities in administering the Program to comply with the Consumer Credit Protection Act, the Truth in Lending Act, the Fair Debt Collection Practices Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act or other Applicable Law or the regulations implementing each of them;
(d) Any advertisements, solicitations or other promotions of the Program by or on behalf of Bank (other than those materials included therein and approved by Retailer);
(e) Any activities, acts or omissions of any third party to whom Cardholder Information is transferred or made available by or on behalf of Bank;
(f) Retailer’s use of Bank’s business name (or any of Bank’s related marks, logos or similar proprietary designations, to the extent permitted herein) in accordance with the terms of this Agreement;
(g) Claims for indemnity against Retailer asserted by a person indemnified by Retailer under the Association rules or Association application for claims arising in connection with the Program if such claims are not based, and to the extent such claims are not based, on actual or alleged actions or inactions by Retailer in breach of its obligations under this Agreement or the Association rules or Association application; or
(h) Any activities, acts or omissions of any Bank employee working at Retailer’s facilities (other than those activities, acts or omissions performed at the direction or instruction of Retailer);
(i) Failure to comply with the data security and privacy provisions in Section 15.6 applicable to Bank or its agents; or
(j) Any Enhancement Products offered by Bank to Cardholders. The foregoing indemnity obligation of Bank shall not apply to any Damages of Retailer to the extent caused by (i) the gross negligence, willful misconduct or illegal acts of Reta...
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) [TEXT REDACTED] or (ii) [TEXT REDACTED] in connection with the Program hereunder.
Indemnification by Bank. Subject to the further terms and ----------------------- conditions hereof, the Bank shall indemnify, defend and hold harmless Total from and against any and all claims, demands, damages, costs, liabilities and losses (including litigation expenses and reasonable attorneys fees and allocated costs for in-house legal services) which Total may incur, suffer or be required to pay in connection with
(i) the breach by the Bank of any of its obligations under this Agreement, or a breach of any of its representations and warranties contained herein;
(ii) any information provided to Total by the Bank, or by officers, employees, agents, or Affiliates of the Bank, or arising out of the use of such information as required for the provision of Services, when such information is furnished by Total without alteration (except as required for the performance of the Services, and pursuant to the Bank's authorization) to merchants affiliated with the Bank, to other third persons at the Bank's request, or to officers, employees, agents and Affiliates of the Bank. The Bank shall be released from its obligations under this paragraph to the extent that such claims, demands, damages, costs, liabilities and losses result from the negligent or intentional acts or omissions of Total or any of its agents, contractors or employees. In no event shall the Bank be liable (under the indemnification provisions of this Agreement or otherwise) with respect to any loss, liability, cost, damage or expense caused by a breach by the Bank of any of its obligations under this Agreement or a breach of any of the Bank's representations and warranties contained herein that was not reported by Total to the Bank within 90 days after such failure to perform is known or reasonably should be known by Total. In no event shall the Bank be liable (under the indemnification provisions of this Agreement or otherwise) for punitive damages unless total has been determined to be liable to a third party not an Affiliate of Total for any act or omission for which the Bank is otherwise obligated to indemnify Total hereunder and which results in punitive damages payable by total to such third party.
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 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. 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. 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 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, are connected with or result from:
(a) Any breach by Bank of any of the terms, covenants, representations, warranties or other provisions contained in this Agreement;
(b) Any act or omission, where there was a duty to act, by Bank or its employees, officers, directors, or agents, including without limitation, the failure of Bank to comply with any law, rule or regulation applicable to Bank;
(c) Any failure of the form of credit applications or Cardholder Agreement as prepared by Bank to comply with the Consumer Credit Protection Act, the Truth in Lending Act, the Fair Debt Collection Practices Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act and the regulations implementing each of them;
(d) Any advertisements, solicitations or other promotions by or on behalf of Bank (other than those conducted by Retailer) of the Program; or
(e) Any activities, acts or omissions of any third party to whom Cardholder Information is transferred or made available by or on behalf of Bank (excluding Cardholder Information transferred by Bank to Retailer or any third party at Retailer’s request). The foregoing indemnity obligation of Bank shall not apply to any Damages of Retailer to the extent caused by the gross negligence, willful misconduct or illegal acts of Retailer.
Indemnification by Bank. Bank shall Indemnify, defend and hold Company Indemnified Parties harmless from and against any and all Losses paid or incurred by any Company Indemnified Party arising from or directly or indirectly relating to:
(a) Bank’s breach of any term or provision of this Agreement;
(b) The violation by Bank, its Affiliates, or their respective employees, agents or representatives of any Law or Order with respect to the provisions of this Agreement;
(c) The breach by Bank, its Affiliates, or their employees, agents or representatives of any term or provision of the Network Organization Regulations with respect to the provisions of this Agreement;
(d) The willful misconduct, fraud, intentional tort or negligence of Bank or their respective employees, agents or representatives with respect to the performance or lack of performance of the Service. Notwithstanding anything to the contrary contained herein, except as expressly set forth in this Section 11.02, Bank shall have no other duty of indemnity or liability to any Company Indemnified Party for any Losses. In addition, notwithstanding the foregoing the Bank shall have no duty of indemnity or liability to any person claiming through a Company Indemnified Party (including, without limitation, the Customers, or any customers of the Customers) for any Losses.
