Common use of Indemnification by Household Clause in Contracts

Indemnification by Household. Household shall be liable to and shall indemnify and hold harmless Merchants and its subsidiaries and affiliates and their respective officers, employees, agents and directors from any losses, damages, claims, judgments, penalties, counterclaims, offsets, costs, expenses (including reasonable attorneys' fees) against Merchants or their respective officers, employees, agents and directors arising out of (i) Household's failure to comply with this Agreement or any of the Operating Instructions; (ii) any claim, dispute, complaint or set off by a Cardholder resulting from anything done or not done by Household in connection with such Cardholder's Account; (iii) any illegal or improper conduct of Household, or its employees or agents with respect to the Card, a Card Sale, an Account or any other matters relating to the Program, including but not limited to matters relating to collection and servicing the Accounts and repossession of Goods; (iv) any claim, dispute, complaint or setoff by a consumer resulting from a violation by Household, with respect to those portions of the application/agreement, billing statement and other materials provided by Household that are prepared by Household or at Household's direction (other than those that are prepared by Merchant), of the Equal Credit Opportunity Act, Truth in Lending Act or any other act and related Applicable Laws and regulations; (v) any claim, dispute or complaint of any third party in connection with advertisements and promotions prepared or furnished by Household or at Household's direction relating to the Program; (vi) Household's breach of Section 5.b.; and (vii) GE's or any GE subcontractor's use of Merchant's Marks, pursuant to Section 19 below, or any illegal or improper conduct of GE or any GE subcontractor under the Interim Servicing Agreement in connection with the servicing of the Accounts. Notwithstanding the foregoing, the indemnification by Household shall not apply to any claim or complaint relating to (x) materials, including insurance election forms to be included on the application/agreement form, that are provided to Household by the credit insurance provider selected by merchant pursuant to Section 2.e. or (y) the failure of Merchants to resolve a billing inquiry or dispute with where such failure was not caused by Household.

Indemnification by Household. Household shall be liable to and shall indemnify and hold harmless Merchants Merchant and its subsidiaries and affiliates or Affiliates and their respective officers, employees, agents and directors from any losses, damages, claims, judgments, penalties, counterclaims, offsets, costs, expenses (including reasonable attorneys' fees) against Merchants claims or complaints incurred by Merchant or any subsidiary or affiliate of Merchant or their respective officers, employees, agents and directors arising out of (i) Household's failure to comply with this Agreement or any of the Operating Instructions; (ii) any claim, dispute, dispute or complaint or set off by a Cardholder made in good faith resulting from anything done or not done by Household in connection with such Cardholder's Account; (iii) any illegal or improper conduct of Household, or its employees or agents with respect to the Card, a Card Sale, an Account or any other matters relating to the Program, including but not limited to matters relating to collection and servicing the Accounts and repossession of Goods; (iv) any claim, dispute, complaint or setoff by a consumer made in good faith resulting from a violation by Household, with respect to those portions of the applicationApplication/agreement, billing statement and other materials provided by Household that are prepared by Household or at Household's direction (other than those that are prepared by Merchant)Agreement, of the Equal Credit Opportunity Act, Truth in Lending Act or any other act and related Applicable Laws and regulations; and (v) any claim, dispute or complaint of any third thirty party made in good faith in connection with advertisements and promotions prepared or furnished by Household or at Household's direction relating to the Program; (vi) Household's breach of Section 5.b.; and (vii) GE's or any GE subcontractor's use of Merchant's Marks, pursuant to Section 19 below, or any illegal or improper conduct of GE or any GE subcontractor under the Interim Servicing Agreement in connection with the servicing of the AccountsCard. Notwithstanding the foregoing, the indemnification by Household shall not apply to any claim or complaint relating to (x) materials, including insurance election forms to be included on the application/agreement form, that are provided to Household by the credit insurance provider selected by merchant pursuant to Section 2.e. or (y) the failure of Merchants Merchant to resolve a billing inquiry or dispute with a Cardholder where such failure was not caused by Household. c. NOTICE OF CLAIM & SURVIVAL. In the event that Household or Merchant shall receive any claim or demand or be subject to any suit or proceeding of which a claim may be made against the other under this Section, the indemnified party shall give prompt written notice thereof to the indemnifying party and the indemnifying party will be entitled to participate in the settlement or defense thereof with counsel satisfactory to indemnified party at the indemnifying party's expense. In any case, the indemnifying party and the indemnified party shall cooperate (at no cost to the indemnified party) in the settlement or defense of any such claim, demand, suit, or proceeding. The terms of this SECTION 13 shall survive the termination of this Agreement.

Indemnification by Household. Household shall be liable to and shall indemnify and hold harmless Merchants Merchant and its subsidiaries and affiliates or Affiliates and their respective officers, employees, agents and directors from any losses, damages, claims, judgments, penalties, counterclaims, offsets, costs, expenses (including reasonable attorneys' fees) against Merchants Losses incurred by Merchant or any subsidiary or Affiliate of Merchant or their respective officers, employees, agents and directors arising out of (i) Household's actual or alleged failure to comply with its obligations under this Agreement or any of the Operating InstructionsAgreement; (ii) any lawsuit, legal proceeding, arbitration proceeding, claim, dispute, dispute or complaint or set set-off by a Cardholder made in good faith resulting from anything done or not done by Household in connection with such Cardholder, Card Sale transactions, credits, or Cardholder's Account; (iii) any illegal or improper conduct of Household, or its employees or agents with respect to the Card, a Card Sale, an Account or any other matters relating to the Program, including but not limited to matters relating to collection and servicing the Accounts and repossession of Goods; (iv) any lawsuit, legal proceeding, arbitration proceeding, claim, dispute, complaint or setoff by a consumer made in good faith or any lawsuit, legal proceeding or inquiry by a governmental agency resulting from a violation by Household, with respect to those portions of the application/agreement, billing statement and other materials provided by Household that are prepared by Household or at Household's direction (other than those that are prepared by Merchant), of the Equal Credit Opportunity Act, Truth in Lending Act or any other act Applicable Laws; and related Applicable Laws and regulations; (v) any lawsuit, legal proceeding, arbitration proceeding, claim, dispute or complaint of any third party or governmental agency made in good faith in connection with advertisements and promotions prepared or furnished by Household or at Household's direction relating to the Program; (vi) Household's breach of Section 5.b.; and (vii) GE's Card, credit terms or any GE subcontractor's use of Merchant's Marks, pursuant to Section 19 below, or any illegal or improper conduct of GE or any GE subcontractor under the Interim Servicing Agreement in connection with the servicing of the Accountscredit products. Notwithstanding the foregoing, the indemnification by Household shall not apply to any claim or complaint relating to (x) materials, including insurance election forms to be included on the application/agreement form, that are provided to Household by the credit insurance provider selected by merchant pursuant to Section 2.e. or (y) the failure of Merchants Merchant to resolve a billing inquiry or dispute with a Cardholder relating to Goods or services purchased on the Card where such failure was not caused by Household.

Indemnification by Household. Household shall be liable to and shall indemnify and hold harmless Merchants Merchant and its subsidiaries and or affiliates and their respective officers, employees, agents and directors from any losses, damages, claimsclaims or complaints incurred by Merchant or any parent, judgments, penalties, counterclaims, offsets, costs, expenses (including reasonable attorneys' fees) against Merchants subsidiary or affiliate of Merchant or their respective officers, employees, agents and directors arising out of (i) Household's failure to comply with this Agreement or any of the Operating Instructions; (ii) any claim, dispute, dispute or complaint or set off by a Cardholder made in good faith resulting from anything done or not done by Household in connection with such Cardholder's Account; (iii) any illegal or improper conduct of Household, or its employees or agents with respect to the Card, a Card Sale, an Account or any other matters relating to the Program, including but not limited to matters relating to collection and servicing the Accounts and repossession of Goods; (iv) any claim, dispute, complaint or setoff set off by a consumer or governmental agency made in good faith resulting from a violation by Household, with respect to those portions of the application/agreement, billing statement and other materials provided by Household that are prepared by Household or at Household's direction (other than those that are prepared by Merchant), of the Equal Credit Opportunity Act, Truth in Lending Act or any other act and related Applicable Laws and regulations; and (v) any claim, dispute or complaint of any third party or governmental agency made in good faith in connection with advertisements and promotions prepared or furnished by Household or at Household's direction relating to the Program; (vi) Household's breach of Section 5.b.; and (vii) GE's or any GE subcontractor's use of Merchant's Marks, pursuant to Section 19 below, or any illegal or improper conduct of GE or any GE subcontractor under the Interim Servicing Agreement in connection with the servicing of the AccountsCard. Notwithstanding the foregoing, the indemnification by Household shall not apply to any claim or complaint relating to (x) materials, including insurance election forms to be included on the application/agreement form, that are provided to Household by the credit insurance provider selected by merchant pursuant to Section 2.e. or (y) the failure of Merchants Merchant to resolve a billing inquiry or dispute with a Cardholder made in good faith relating to Goods or services purchased on the Card where such failure was not caused by Household. c. NOTICE OF CLAIM & SURVIVAL. In the event that Household or Merchant shall receive any claim or demand or be subject to any suit or proceeding of which a claim may be made against the other under this Section, the indemnified party shall give prompt written notice thereof to the indemnifying party and the indemnifying party will be entitled to participate in the settlement or defense thereof with counsel satisfactory to indemnified party at the indemnifying party's expense. In any case, the indemnifying party and the indemnified party shall cooperate (at no cost to the indemnified party) in the settlement or defense of any such claim, demand, suit, or proceeding. The terms of this SECTION 13 shall survive the termination of this Agreement.