Indemnification by Reseller. Subject to the remainder of this Clause 15 (Indemnities), Reseller will: (a) defend Dell against any Third-Party Claim; and (b) indemnify Dell by paying (i) the resulting costs and damages finally awarded against Dell by a court of competent jurisdiction to the extent such are the result of the Third-Party Claim; or (ii) the amounts stated in a written settlement negotiated and approved by Reseller. Reseller may not, without Dell’s prior written consent, settle any Third-Party Claim if that settlement obligates Dell to admit any liability, to make any monetary payment, or to undertake any material obligation, or if that settlement would affect any APEX Service, Related Service or Dell’s business practices or policies.
Indemnification by Reseller. RESELLER agrees to indemnify and hold harmless FAST from and against any and all third party claims and resulting losses, costs, liabilities, and expenses (including reasonable attorney’s fees), arising as a result of or in connection with (i) any breach by RESELLER of its obligations under this Agreement; (ii) the negligent or intentional acts or omissions of RESELLER, its employees or agents, and (iii) any representation, warranty, promise or assurance made or granted by RESELLER to a Customer or prospective customer.
Indemnification by Reseller. Reseller shall indemnify and hold Malwarebytes harmless from and against any and all claims, liabilities, losses, damages or judgments, including all reasonable legal fees and expenses related thereto that arise from or are related to: (i) Reseller's modification, use or distribution of the Product and Services not in strict accordance with this Agreement and the MPP guidelines; (ii) any misrepresentation or any breach of any warranty, covenant or agreement of Reseller; (iii) any infringement or misappropriation of any of Malwarebytes's intellectual property rights, including, among others, patents, copyrights, and trade secrets, or (iv) any action against Malwarebytes for injuries or damage to persons or property caused or claimed to have been caused by the negligent or intentional acts or omissions of Reseller personnel while in the course of performing work under this Agreement. Reseller's obligations under this Section are contingent upon Malwarebytes: (a) giving prompt written notice to Reseller of any such claim; (b) allowing Reseller to control the defense and any related settlement of any such claim; and (c) furnishing Reseller with reasonable assistance in the defense of any such claim, so long as Reseller pays Malwarebytes's out-of- pocket expenses.
Indemnification by Reseller. Reseller shall indemnify, defend and hold harmless nFront, its officers, directors, shareholders, employees, agents and affiliates from and against any claims, losses, damages, liabilities or expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively, "Claims") resulting from or arising out of Reseller's use or misuse of the nHome System or any part thereof by Reseller or any Bank included in the Customer Base, any misrepresentations made by Reseller with respect to the nHome System or a breach of any of the provisions of this Agreement, provided, however, that in respect of any Claims hereunder against Reseller that arise out of or result from any alleged use or misuse of the nHome System or any part thereof by Reseller or any Bank included in the Customer Base or any alleged misrepresentation made by Reseller with respect to the nHome System, Reseller shall be notified promptly of such Claim in writing and shall be given authority, control and full and proper information and assistance in the defense and settlement of such Claim. Notwithstanding the foregoing, Reseller shall not have the authority to settle or compromise any Claim in a manner that indicates that nFront contributed to or was responsible for the cause of any such Claim unless nFront consents in writing to such settlement.
Indemnification by Reseller. Reseller will indemnify, defend, and hold BluBØX harmless against any and all damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) suffered or incurred by BluBØX in connection with any third- party suit, action, claim or proceeding arising out of or in connection with: (i) Reseller’s failure to comply with applicable laws, rules, or regulations, (ii) Reseller’s breach of this Agreement, or (iii) the negligence or intentional misconduct of Reseller or its employees and agents, including, without limitation, faulty installation of Products.
Indemnification by Reseller. Reseller shall defend, indemnify, and hold Xxxxxxxxx.Xxx, its Affiliates, and any of their officers, directors, agents and employees harmless from and against any action, claim or suit brought against Xxxxxxxxx.Xxx or its Affiliates, including any and all losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising from or out of: (a) any breach or alleged breach by Reseller of any representation, warranty or other obligation of Reseller under this Agreement; (b) any alleged or actual violation by Reseller of any laws, policies, guidelines, regulations, ordinances, rules and/or orders of any governmental authority or regulatory body having jurisdiction over Reseller and the subject matter hereof; (c) the negligence or willful misconduct of Reseller, its employees or agents; (d) Reseller’s advertising, marketing, promotion, sale, or distribution of any of the Xxxxxxxxx.Xxx Services or of any products or programs to be used with the Xxxxxxxxx.Xxx Services; or (e) the inaccuracy of information provided to Xxxxxxxxx.Xxx by Reseller regarding a Merchant. In the event Reseller causes fines and/or penalties to be charged to Xxxxxxxxx.Xxx for its violation
Indemnification by Reseller. Reseller (as an indemnifying party) shall indemnify Seller (as an indemnified party) against all losses and expenses arising out of any proceeding brought by either a third party or Seller, and arising out of Reseller's breach of its obligations, representations, warranties, or covenants under this agreement.
Indemnification by Reseller. Reseller agrees to enforce the terms of its resale agreements with Customer as required by this Agreement and to notify SFDC of any known breach of such terms. Reseller shall, at its own expense, defend SFDC and its affiliates, directors, officers and employees (“SFDC Indemnified Parties”) against any Claim, and shall indemnify and hold harmless the SFDC Indemnified Parties from and against any damages, costs (including but not limited to reasonable attorney fees and costs) or amounts agreed to in a monetary settlement, arising out of or in connection with such Claim, to the extent the Claim is made or brought by or on behalf of (i) a Customer in connection with services resold by Reseller hereunder, or (ii) a third party other than a Customer and is based upon the negligence or willful misconduct of Reseller or any breach by Reseller of this Agreement.
Indemnification by Reseller. Reseller agrees to indemnify, hold harmless and defend Company, its Board of Governors, directors, officers, employees and agents (the “Indemnified Parties”) against any and all demands, claims, suits, proceedings, actions of any nature or kind whatsoever (“Claims”), liabilities, damages, judgments, costs, expenses and fees (including reasonable legal expenses) (“Losses”) arising out of or in any way associated with this Reseller Agreement, including, without limitation:
(i) Any misrepresentation or breach of warranty or covenant by Reseller under this Agreement;
(ii) Any actual or alleged act or omission of Reseller in the course of its performance hereunder;
(iii) Any claim of infringement arising from the use of any Resale Item with any other product as a combination not furnished by Company;
(iv) Death or injury to any person or damage to any property resulting from any Resale Item:
a. Not supplied by Company,
b. Supplied by Company but changed, modified, adapted or refitted without Company's written authorization,
c. Not in Company's standard inventory but purchased by Company at Reseller's direction,
d. Manufactured to Reseller's design.
Indemnification by Reseller. Reseller shall defend, indemnify, and hold Xima and its directors, officers, employees, agents, shareholders, partners and representatives harmless from and against any and all claims, losses, actions, demands or damages (including reasonable attorneys’ fees, court costs and costs of other professionals), resulting from (i) any breach of the representations and warranties made by Reseller hereunder; (ii) Reseller’s, its Personnel or any of its agent’s performance under this Agreement; (iii) any material false representation by Reseller, its Personnel, or its agents regarding any representations, warranties or guarantees to End-Users with respect to the specifications, features, or capabilities of the Product, which deviate from Xima’s then current marketing materials, literature, or other documentation; (iv) Reseller’s conduct or services that infringe, violate or misappropriate a patent, copyright, trademark, trade secret or other intellectual property or proprietary right of any third party; (v) the performance by Reseller of any action contrary to any federal, state or local law, ordinance, code, rule or regulation or any other law that may impose liability in any fashion on Xima based on Reseller’s actions; or (iv) any claim related to or arising from Reseller’s reselling of the Product under this Agreement.
