Common use of Indemnification by Reseller Clause in Contracts

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 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 negligence or intentional misconduct in 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 of Reseller 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 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 representations 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 misrepresentations 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.