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.
Appears in 17 contracts
Samples: Dell Apex Reseller Agreement, Reseller Agreement, Reseller Agreement
