Common use of Indemnification by Merchant Clause in Contracts

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 shall be liable to and shall indemnify and hold harmless Household and HSBC, its Affiliates associated with the Program Affiliates, and their respective officers, employees, agents and directors (collectively, the “HSBC Indemnified Parties”) and hold the HSBC Indemnified Parties harmless, from any losses, damages, costs, expenses (including reasonable attorneys fees), liabilities, judgments, demands, offsets, defenses, counterclaims, actions, proceedings, claims or complaints incurred by Household any of the HSBC Indemnified Parties, regardless of the person, entity, or any Affiliate of Household or their respective officersinstrumentality making such assertion, employees, agents and directors arising out of: (i) Merchant's ’s failure to comply with this Agreement or any of the Operating InstructionsAgreement; (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 Sales, Card transactions or Credit Slipscredits; (iii) anything done or not done by Merchant in connection with the furnishing of any Goods, warranties or services Goods purchased by Cardholders; (iv) the death or injury to any person or the loss, destruction or damage to any property arising out of anything done or not done by Merchant in connection with the design, manufacture or furnishing by Merchant of any Goods, warranties or services Goods purchased by Cardholders; (v) any claim or complaint of a third party in connection with Merchant's ’s advertisements and promotions relating to the Card Program, credit terms or credit products which have not been reviewed or approved by HouseholdHSBC; (vi) any actual or alleged illegal or improper conduct of Merchant or its employees or agentsagents in connection with any of the transactions contemplated by this Agreement; and (vii) any claim violation, or complaint claimed violation, by a consumer that Merchant has violated of 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 shall be liable to and shall indemnify and hold harmless Household and HSBC, its Affiliates associated with the Program Affiliates, and their respective officers, employees, agents and directors (collectively, the “HSBC Indemnified Parties”) and hold the HSBC Indemnified Parties harmless, from any losses, damages, costs, expenses (including reasonable attorneys fees), liabilities, judgments, demands, offsets, defenses, counterclaims, actions, proceedings, claims or complaints incurred by Household any of the HSBC Indemnified Parties, regardless of the person, entity, or any Affiliate of Household or their respective officersinstrumentality making such assertion, employees, agents and directors arising out of: (i) Merchant's ’s failure to materially comply with this Agreement or any of the Operating InstructionsAgreement; (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 Sales, Card transactions or Credit Slipscredits; (iii) anything done or not done by Merchant in connection with the furnishing of any Goods, warranties or services Goods purchased by Cardholders; (iv) the death or injury to any person or the loss, destruction or damage to any property arising out of anything done or not done by Merchant in connection with the design, manufacture or furnishing by Merchant of any Goods, warranties or services Goods purchased by Cardholders; (v) any claim or complaint of a third party in connection with Merchant's ’s advertisements and promotions relating to the Card Card, credit terms or credit products which have not been reviewed or approved by HouseholdHSBC; (vi) any actual or alleged illegal or improper conduct of Merchant or its employees or agentsagents in connection with any of the transactions contemplated by this Agreement; and (vii) any claim violation, or complaint claimed violation, by a consumer that Merchant has violated of 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 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.57

Indemnification by Merchant. Merchant shall be liable to and shall appear, defend, 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 ’s failure to comply with this Agreement or any of the Operating InstructionsAgreement; (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 CardholdersCardholders or in connection with Sales Slips, Card Sales, card transactions or credits; (iv) the death or injury to any person or the loss, destruction or damage to any property arising out of the design, distribution, 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 ’s advertisements and promotions relating to the Card Card, credit terms or credit products which have not been reviewed or approved by Household; (vi) any alleged 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 shall be liable to and shall indemnify and hold harmless Household Company, Eligible Assignee 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 Company, Eligible Assignee or any Affiliate of Household or their respective officers, employees, agents and directors arising out of: (i) Merchant's ’s failure to comply with this Agreement or any of the Operating Instructions; (ii) any claim, dispute, complaint or setoff made by a Cardholder in good faith with respect to anything done or not done by Merchant in connection with Card Sales or Credit SlipsSlips that constitutes a violation of a duty or promise by Merchant; (iii) anything done or not done by Merchant in connection with the furnishing of any Goods, warranties or services purchased by CardholdersCardholders that constitutes a violation of a duty or promise by Merchant; (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 ’s advertisements and promotions relating to the Card which have not been reviewed or approved by HouseholdCompany; (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 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 claims, complaints or out-of-pocket losses, damages, claims or complaints 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 or any of the Operating InstructionsAgreement; (ii) any lawsuit, legal proceeding, arbitration proceeding, claim, dispute, complaint or setoff made by a Cardholder made in good faith with respect to anything done or not done by Merchant in connection with Card Sales Sales, Card transactions, credits or Credit Slipsa Cardholder's Account; (iii) anything done or not done by Merchant in connection with the furnishing of any Goods, warranties or services Goods purchased by Cardholders; (iv) the death or injury to any person or the loss, destruction or damage to any property arising out of anything done or not done by Merchant in connection with the design, manufacture or furnishing by Merchant of any Goods, warranties or services Goods purchased by Cardholders; (v) any claim or complaint of a third party or governmental agency in connection with Merchant's advertisements and promotions relating to the Card Card, credit terms or credit products which have not been reviewed or approved by Household; (vi) any illegal or improper conduct of Merchant or its employees or agentsagents in connection with any of the transactions contemplated by this Agreement; and (vii) any claim lawsuit, legal proceeding, arbitration proceeding, claim, dispute or complaint by a consumer made in good faith or any lawsuit, legal proceeding or inquiry by a governmental agency 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.In no case shall Merchant be liable for Losses resulting from Household's gross negligence or willful misconduct.

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 in good faith with respect to anything done or not done by Merchant in connection with Card Sales or Credit Slipscredits; (iii) anything done or not done by Merchant in connection with the furnishing of any Goodsgoods, 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 Goodsgoods, warranties or services purchased by Cardholders; (v) any claim or complaint of a third party or governmental agency made in good faith 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 agentsagents in connection with any of the transactions contemplated by this Agreement; and (vii) any claim or complaint by a consumer or governmental agency made in good faith that Merchant has violated the Equal Credit Opportunity Act, Truth in Lending Act, or any other act and related Applicable LawsLaws and regulations. Household may deduct bill any amounts incurred by Household under this Section from fxxx any amounts owed Merchant under this Agreement. b.

Indemnification by Merchant. Merchant shall be liable to and shall indemnify and hold harmless Household and Company, its Affiliates associated with the Program Affiliates, and their respective owners, officers, employees, agents and directors from any losses, damages, claims or complaints (“Damages”) incurred by Household or any Affiliate of Household or their respective officers, employees, agents and directors thereby arising out of: (i) Merchant's failure to comply with breach of any representation, warranty, covenant or agreement made by Merchant in this Agreement or any of the Operating InstructionsAgreement; (ii) any claim, dispute, complaint or setoff made by a Cardholder Credit Customer in good faith with respect to anything done or not done by Merchant in connection with Card Sales or Credit Agreements, Disclosure Statements, Credit Slips, or Accounts that constitute a violation of a duty, promise, agreement or Applicable Law by Merchant; (iii) anything done or not done by Merchant in connection with the furnishing of any Goods, warranties or services purchased by Cardholdersthe Credit Customer that constitutes a violation of a duty, promise, agreement or Applicable Law by Merchant; (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, the Credit Customer's or any other person's use, assembly, disassembly or storage of the Goods and any warranties or services purchased by CardholdersCredit Customer; (v) any claim or complaint of a third party in connection with Merchant's advertisements and promotions relating to the Card Program which have not been reviewed or approved by HouseholdCompany; (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 Laws (other than using or disseminating material furnished or approved by Household under this Section from amounts owed Merchant under this Agreement. b.the Company).