Indemnification by Merchant. Merchant shall be liable to and shall indemnify and hold harmless Household and its Affiliates associated with the Program and their respective officers, employees, agents and directors from any losses, damages, claims or complaints incurred by Household or any Affiliate of Household or their respective officers, employees, agents and directors arising out of: (i) Merchant's failure to comply with this Agreement or any of the Operating Instructions; (ii) any claim, dispute, complaint or setoff made by a Cardholder with respect to anything done or not done by Merchant in connection with Card Sales or Credit Slips; (iii) anything done or not done by Merchant in connection with the furnishing of any Goods, warranties or services purchased by Cardholders; (iv) the death or injury to any person or the loss, destruction or damage to any property arising out of the design, manufacture or furnishing by Merchant of any Goods, warranties or services purchased by Cardholders; (v) any claim or complaint of a third party in connection with Merchant's advertisements and promotions relating to the Card which have not been reviewed or approved by Household; (vi) any illegal or improper conduct of Merchant or its employees or agents; and (vii) any claim or complaint by a consumer that Merchant has violated the Equal Credit Opportunity Act, Truth in Lending Act, or any other act and related Applicable Laws. Household may deduct any amounts incurred by Household under this Section from amounts owed Merchant under this Agreement.
Indemnification by Merchant. The Merchant hereby agrees to indemnify and hold harmless ProfitPoint , its affiliates and subsidiaries, and the officers, directors agents employees and subcontractors of the foregoing (collectively, the “ProfitPoint parties”) from any claim relating to a dispute between Merchant and Cardholder (as defined below), a Gift/Loyalty transaction paid for by ProfitPoint as may be made by anyone by way of defense, dispute, off-set, counterclaim or affirmative action, or for any damages of, or losses and ProfitPoint Party may incur as a result of Xxxxxxxx's breach of this Agreement. Further, Merchant shall reimburse ProfitPoint Party for all reasonable expenses including attorney's fees with regard to the foregoing indemnification obligations. Limitation of Liability - Notwithstanding anything in this Agreement to the contrary, in no event shall any ProfitPoint party, be liable under any theory of tort, contract, strict liability or other legal theory for lost profits, lost revenues, lost business opportunities, interruption of business, exemplary punitive, special incidental, indirect or consequential damages, each of which is hereby excluded by Agreement of the parties, regardless of whether such damages were foreseeable or whether any party or any entity has been advised of the possibility of such damages. Notwithstanding anything in this Agreement to the contrary, the cumulative liability of the ProfitPoint parties for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including, but not limited to, those arising out of or related to this Agreement) and regardless of this form of action or legal theory shall not exceed the average of three months revenue (or if this agreement has been in effect for less than three months, the actual revenue for such period) derived from transaction fees, less all costs incurred by ProfitPoint, which were received by ProfitPoint from this Merchant.
Indemnification by Merchant. Merchant agrees to indemnify and hold harmless Servicers, and their affiliates, agents, representatives, members, or stockholders (including, without limitation, the respective officers, directors, employees, attorneys of all of the foregoing), from and against any and all claims actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other litigation expenses) arising out of or relating to:
(a) any transaction that does not conform to the requirements of this Agreement, the program guide, the Rules or applicable laws;
(b) any dispute between Merchant and a Cardholder or check writer or customer, or any Sales Draft or ACH deposit paid for by Servicers;
(c) any actual or alleged action or omission by Merchant that would constitute a breach of any representation, warranty, or obligation of Merchant set forth in this Agreement;
(d) any damage or loss caused by negligence, fraud, dishonesty or willful misconduct by Merchant or any of its employees, agents or customers;
(e) the reliability, accuracy, or legitimacy of payment data submitted by Merchant;
Indemnification by Merchant. In the event that the transactions contemplated by this Agreement are consummated, then subject to the limitations set forth in this Article 12, Merchant shall indemnify and hold harmless each of the Target Stockholders from, against and in respect of all of the Target Stockholders' losses, liabilities, damages, costs and expenses, including without limitation, reasonable attorneys fees, arising from any misrepresentation or breach of any representation, warranty, covenant or agreement made by Merchant in this Agreement.
Indemnification by Merchant. Merchant shall be liable to and shall indemnify and hold harmless Household and its Affiliates and their respective officers, employees, agents and directors from any claims, complaints or out-of-pocket losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) (collectively “Losses”) incurred by Household or any Affiliate of Household or their respective officers, employees, agents and directors arising out of: (i) Merchant’s actual or alleged failure to comply with its obligations under this Agreement;
Indemnification by Merchant. Merchant will indemnify, defend and hold harmless Flexiti, its Affiliates and their respective Personnel from and against any and all Damages incurred or suffered by any of them arising from or relating to:
(a) any breach by Merchant or its Personnel of any term, condition, covenant, warranty or other provision of this Agreement or any other agreement between the parties that forms part of this Agreement, including the Merchant Procedures; 11/2016 CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS OF THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN OMITTED.
(b) any action or inaction of Merchant or its Personnel with respect to, Merchant’s business, any Customer Materials, the purchase and sale of creditor insurance, the purchase and sale of any warranty;
(c) any alleged violation by Merchant of any Applicable Law, including violations caused by Merchant’s incomplete compliance or noncompliance with Flexiti’s instructions and/or procedures (including Merchant Procedures);
(d) any intentional or malicious misuse of Flexiti API by Merchant or its Personnel;
(e) any deficiency in the Goods and/or Services, however such deficiency is caused or may arise;
(f) a Cardholder rescinding or exercising any right to cancel a Credit Transaction;
(g) any personal or bodily injury or property damage alleged to be caused by the sale of the Goods and/or Services by Merchant;
(h) any third-party claim, suit, action, or proceeding arising out of a breach or alleged breach of the provisions of Section 6 by Merchant;
(i) any advertisement, solicitation, or other promotion of the Program conducted by Merchant, excluding any Damages caused, or to the extent caused, by Merchant’s use, in accordance with this Agreement, of Customer Materials approved by Flexiti; and
(j) any activity, act or omission of any third party to whom Confidential Information is transferred or made available by Merchant.
Indemnification by Merchant. The Stockholders and their representatives and agents shall be indemnified and held harmless by Merchant at all times after the date of this Agreement, against and in respect of any and all damage, loss, deficiency, liability, obligation, commitment, cost or expense (including the fees and expenses of counsel) resulting from, or in respect of, any of the following:
9.2.1.1 Any misrepresentation, breach of warranty, or non-fulfillment of any obligation on the part of Merchant under this Agreement, any document relating thereto or contained in any schedule or exhibit to this Agreement or from any misrepresentation in or omission from any certificate, schedule, other agreement or instrument by Merchant hereunder;
9.2.1.2 Any and all liabilities of the Merchant of any nature whether accrued, absolute, contingent or otherwise, and whether known or unknown, existing at the date of this Agreement, including, without limitation all liabilities for Taxes of Merchant attributable to the operations of the Surviving Corporation for any period after the Effective Time, together with any interest or penalties thereon or related thereto. Any Taxes, penalties or interest attributable to Merchant's operations payable as a result of an audit of any tax return shall be deemed to have accrued in the period to which such Taxes, penalties or interest are attributable;
9.2.1.3 All demands, assessments, judgments, costs and reasonable legal and other expenses arising from, or in connection with any of the foregoing.
Indemnification by Merchant. In the event that the transactions contemplated by this Agreement are consummated, then subject to the limitations set forth in this Article 12, Merchant shall indemnify and hold harmless each of the Target Stockholders from, against and in respect of: (i) all of the Target Stockholders' losses, liabilities, damages, costs and expenses arising from any misrepresentation or breach of any representation, warranty, covenant or agreement made by Merchant in or pursuant to this Agreement, provided that the Target Stockholders make a written claim for indemnification against Merchant as provided in the Escrow Agreement within the one year survival period referenced in Section 11 above.
Indemnification by Merchant. Merchant agrees to indemnify, and hold harmless TDRCS, 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 Merchant of any of the terms, covenants, representations, warranties or other provisions contained in this Agreement.
(b) Any Goods sold by Merchant (including, without limitation, any failure to provide the service as promised, any product defects, product liability or warranty claims relating thereto).
(c) Any advertisements, solicitations or other promotions of the Finance Program or of Goods eligible for purchase under the Finance Program conducted by or on behalf of Merchant (excluding those conducted by TDRCS).
(d) Any allegations by a third party that the use of the Merchant Marks by TDRCS in compliance with this Agreement constitutes infringement or other violation of any intellectual property rights of such third party.
(e) Any activities, acts or omissions of any third party to whom Confidential Information is transferred or made available by or on behalf of Merchant.
(f) Any acts or omissions of any licensee, subtenant or third party operating in or from a store location which would give rise to Merchant's indemnity obligations under this Section if such person were an employee of Merchant.
(g) Any personal or bodily injury or property damage alleged to be caused by the sale of Goods by Merchant.
(h) Any transaction, agreement, or other relationship between Merchant and any Customer, applicant, or authorized user.
Indemnification by Merchant. Merchant shall defend, indemnify, and hold harmless Xxxxxxxxx.Xxx and its affiliates, parents, and/or subsidiaries, and any of their officers, directors, agents and employees, from and against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys' fees and other litigation expenses) incurred by Xxxxxxxxx.Xxx, arising out of or relating to: (a) any breach or alleged breach by Merchant of any representation, warranty, or obligation set forth in this Agreement; (b) any damage or loss caused by negligence, fraud, dishonesty or willful misconduct by Merchant or any of its employees, agents or customers;
