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. b.
Indemnification by Merchant. Merchant agrees to indemnify and hold harmless Servicers, and their affiliates, employees, agents, representatives, members, or stockholders, 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:
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 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;
Indemnification by Merchant. Merchant agrees to indemnify and hold harmless IMS and/or Bank and ODFI, as applicable, and their affiliates, employees, agents, representatives, members, or stockholders, 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:
Indemnification by Merchant. Merchant shall indemnify VIP, its Parents, affiliates, designees, employees, officers and directors (collectively, the “VIP Indemnities”), and agrees to defend and hold the VIP Indemnities harmless, from and against any and all claims, causes of action, demands, judicial and administrative proceedings, losses, liabilities, damages, costs and expenses, including, without limitation, court costs and reasonable attorneys’ fees (collectively, “Claims”), arising out of or directly or indirectly relating to any:
Indemnification by Merchant. Merchant shall indemnify, defend and hold harmless Cashlesso and its related entities from and against all losses, damages, liability, claims, costs, penalty and expenses arising from or in connection with (a) any breach of terms as mentioned under this Agreement; (b) all third-party claims brought against Cashlesso arising from or in connection with Merchant’s receipt of and use of services hereunder and (c) non-compliance with applicable laws (d) negligence (e) misconduct and (g) fraud. LIMITATION OF LIABILITY Except for any liability which cannot by law be excluded or limited, no Party shall be liable to other Party or any other third party claiming through other Party for indirect, incidental, special, punitive or consequential damages, royalty, including without limitation, damages for loss of profits, business interruption, loss of goodwill or unauthorized access to information incurred by the other Party arising out of, or relating to the use of the services and, whether framed as a breach of warranty, in tort, contract, or otherwise even if a Party has been advised of the possibility of such damages. Notwithstanding anything to the contrary, except for breach of applicable law or fraud, a) either Party’s liability in contract, tort or otherwise (including negligence) howsoever arising out of or in connection with this Agreement shall not exceed, in total, regardless of the number of claims, in respect of all matters, shall be restricted to a maximum of the Commission paid under this Agreement by the Merchant to Cashlesso for concerned Transaction(s) or Rs. 3000 (Rupees Three Thousand Only) whichever is higher. However, this shall not limit the liability of either Party to pay any amounts that are due and payable under this Agreement.
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:
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. 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.
