Indemnification by Supplier Sample Clauses
Indemnification by Supplier. Supplier agrees to defend, hold harmless and indemnify Company and its directors, officers, employees and agents (the “Company Parties”), from and against any and all third party claims, damages, losses, suits, actions, demands, proceedings, expenses, costs, and liabilities of any kind (including investigation costs and expenses, government fines, and reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) (collectively, “Claims”), arising out of Supplier’s performance of Services under this Agreement and/or a breach of this Agreement by Supplier, its employees, its agents, or subcontractors, including, but not limited to (a) any injury or death of any person (including employees or subcontractors of Supplier), (b) any claim brought against Company by or on behalf of one or more of Supplier’s employees or subcontractors: (c) any claim by a government agency or third-party alleging that Company and/or Company parties is a joint, controlling, or other employer of Supplier’s employees or subcontractors, (d) any damage to, destruction of, or loss of property, (e) any regulatory agency or Supplier’s employee or subcontractor claim or lawsuit, or other action that is attributable to or caused in whole or in part by Supplier’s failure to comply with federal, state, or local laws, ordinances, or regulations, (f) any payments assessed under Internal Revenue Code Section 4980H and regulations thereunder relating to Supplier’s employees or subcontractors, or any payments due as a result of Supplier’s or its subcontractor’s health plan failing to comply with the Patient Protection and Affordable Care Act and regulations thereunder, or (g) any other action or inaction arising out of Supplier’s breach of any representation, warranty, or obligation under this Agreement, or caused by the acts, omissions, negligence or willful misconduct of Supplier’s officers, agents, employees, or subcontractors; provided that, and except for subsection (f) in the case of negligence by both the Supplier and Company or Company Parties, the foregoing indemnification shall only apply to any such claims or liability proportionately to the extent it does not result from the negligence of Company or Company Parties. If any action is brought against a Company Party in which indemnity is sought from Supplier, Company Party shall (i) provide Supplier reasonably prompt notice of any such Claim; (ii) permit Supplier to answer and defend suc...
Indemnification by Supplier. The Supplier will indemnify the Customer and its directors, officers, employees, sub-contractors and agents (the Customer Indemnified Parties) against any and all claims, liabilities, damages, losses, expenses and costs (including legal costs on a full indemnity basis), that the Customer Indemnified Parties sustain or incur as a result, directly or indirectly, of any action, claim or proceeding that the Supplier Licensed IPR infringes the IPR of any third party.
Indemnification by Supplier. (a) Subject to the terms and conditions of this Supply Agreement, Supplier will jointly and severally defend, indemnify and hold harmless Buyer and its affiliates and each of their respective officers, directors, employees, shareholders, agents and representatives, and their successors and assigns (collectively the "Buyer Indemnities") from and against all claims, losses, liabilities, damages, costs and expenses (including without limitation reasonable fees and expenses of attorneys incurred in investigation or defense of any Action) (collectively "Claims") arising out of or related to: (I) Excluded Liabilities as set forth in the Sale Agreement, (Ii) any breach of any covenant or agreement of Supplier contained in this Supply Agreement; (iii) any negligence, gross negligence, or willful or intentional misconduct by Supplier or any of its personnel; and (iv) any breach of any representation or warranty of Supplier contained in this Supply Agreement;
(b) Promptly after receipt by Buyer of notice of any third-party Action in respect of which indemnity may be sought against Supplier hereunder (for purposes of this Section 16.01, a "Buyer's Assertion"), Buyer will notify Supplier in writing of the Buyer's Assertion, but the failure to so notify Supplier will not relieve Supplier of any liability it may have to Buyer, except to the extent Supplier has suffered Execution Copy Amended and Restated and Manufacturing Agreement actual prejudice thereby. Supplier will be entitled to participate in and, to the extent Supplier elects by written notice to Buyer within thirty (30) days after receipt by Supplier of notice of such Buyer's Assertion, to assume the defense of such Buyer's Assertion, at Supplier's own expense, with counsel chosen by it which will be reasonably satisfactory to Buyer. With respect to any such Buyer's Assertion, Buyer will promptly provide Supplier with: (i) notice and copies of any documents served upon Buyer; and (ii) all reasonable cooperation which Supplier deems necessary to defend such Buyer's Assertion, including, without limitation, providing Supplier and its outside attorneys access to any potentially relevant documents, information, or individuals within the control of Buyer, other than any privileged documents. If business information of Buyer other than that pertaining to the Business is contained in such documents or information, Supplier and Buyer will enter into appropriate secrecy commitments to protect such documents or informat...
Indemnification by Supplier. Supplier indemnifies and agrees to hold Distributor harmless from and against any and all claims, demands or actions and costs, liabilities, or losses arising out of (a) any actual or alleged death or injury to any person or damage to any tangible property resulting or claimed to result wholly from (i) any actual or alleged defect in the Product, or (ii) any statement or misstatement contained in the documentation and marketing materials provided by Supplier; or (b) arising out of any breach of this Agreement by Supplier.
Indemnification by Supplier. (a) Supplier shall defend, indemnify and hold Client, its Affiliates and each of their respective officers, directors, employees and agents (collectively, “Client Group”) harmless against any loss, damage or costs (including reasonable legal fees) incurred in connection with claims, demands, suits, or proceedings ("Claims") made or brought against any member of Client Group by a third party alleging that use of the Service, as contemplated in the Order Forms, i. violates any applicable law or regulation or ii. infringes the intellectual property rights of such third party, provided Client (a) promptly gives written notice of the Claim to Supplier; (b) gives Supplier sole control of the defence and settlement of the Claim (provided that Supplier may not settle any Claim without the prior written consent of the Client, which shall not be unreasonably withheld or delayed); and (c) provides to Supplier, at Supplier's cost, all reasonable assistance.
(b) Should the use of the Service become the subject of any such claim or are believed to so infringe, Supplier will, at its sole option and expense:
i. procure for Client the right to continue using the Service under the terms of this Agreement;
ii. replace or modify the Service to be non-infringing without material decrease in functionality; or
iii. if the foregoing options are not reasonably practicable, terminate with immediate effect the license for the infringing, or believed by Supplier to be infringing, Service and refund Client all prepaid fees for the remainder of its term after the date of termination. Supplier shall not be liable for any costs caused as a result of Client's continuation to use the Service after receiving said notice of termination.
Indemnification by Supplier. Notwithstanding Section 10.1, Supplier shall indemnify, defend and hold harmless Purchaser’s Indemnified Persons from and against any Damages to the extent caused by, resulting from or in connection with any breach of this Agreement by Supplier, provided, however, that Supplier shall not be responsible for any Damages of Purchaser’s Indemnified Persons to the extent that such Damages are caused by, result from or arise out of or in connection with the Purchaser’s or any of its Affiliates’ gross negligence or willful misconduct in performing its obligations under this Agreement.
Indemnification by Supplier. (a) Supplier indemnifies and agrees to hold Distributor harmless from and against any and all claims, demands or actions and costs, liabilities, or losses arising out of (a) any actual or alleged death or injury to any person or damage to any tangible property resulting or claimed to result wholly from (i) any actual or alleged defect in the Product, or (ii) any statement or misstatement contained in the documentation and marketing materials provided by Supplier; or (b) arising out of any breach of this Agreement by Supplier
(b) If, as a result of any claim of intellectual property infringement, damages are awarded against Distributor for the use of the Products or the methods they are built to perform, Supplier agrees to pay such damages. If an injunction is issued that precludes Distributor from using Products, Supplier will repurchase the infringing Products or render such Product non-infringing, provide Distributor with non-infringing Product, or return the payment that Distributor has made to Supplier or dealer for that product less a reasonable amount for prior use Distributor has made of the Product.
(c) For indemnification to be effective, the Distributor must do the following: (1) give Supplier prompt written notice and a copy of the claim, (2) give Supplier written authority to appoint legal counsel, at Distributor’s sole cost and expense, to answer and defend the claim, and (3) give Supplier prompt and reasonable assistance, at Distributor’s sole cost and expense, when requested for defense of the claim. Distributor may participate in the defense of the claim through counsel of its choosing at its sole cost and expense, however Supplier’s counsel would be lead counsel and Distributor agrees that it would enter into a co-counsel agreement to that effect.
Indemnification by Supplier. Supplier shall indemnify, defend and hold harmless Fulcrum and all of Fulcrum’s Indemnified Parties from and against any and all Losses, which any or all of them may hereafter suffer, incur, be responsible for or pay as a result of:
(i) the use, presence or existence of Hazardous Materials at Supplier’s sites;
(ii) the use, presence or existence of any materials delivered to the Facility Location by or on behalf of Supplier that constitute Hazardous Materials, or which Fulcrum designates as “Rejected Materials”; or
(iii) the Supplier’s (or its agents) transport of Feedstock, except to the extent caused by Fulcrum.
Indemnification by Supplier. Supplier hereby agrees to indemnify, defend and hold harmless Buyer and any Financing Party and any of their respective officers, agents, shareholders, partners, members, employees, representatives, consultants, advisors and/or their respective assigns (each a “Buyer Indemnified Party”), from and against any and all Losses incurred or suffered by Buyer or any Buyer Indemnified Party for (a) any violation of any Applicable Law or Permit to be complied with hereunder by any Supplier Responsible Party; (b) injury to or death of persons including employees of Supplier; (c) any loss of or physical damage to the property of any Buyer Indemnified Party or any third parties to the extent not covered by Buyer’s insurance, and to the extent they are the result of the intentional or negligent acts or omissions of Supplier, its Subcontractors or any Person or entity directly employed by either of them, or any Person or entity for whose acts any of them are liable during the performance of Supplier’s obligations under this Agreement (collectively, the “Supplier Responsible Parties”); and (d) any failure of any Supplier Responsible Party to pay for Taxes for which Supplier is responsible pursuant to this Agreement; provided, however, that Supplier shall have no liability for damages to the proportionate extent resulting from any Buyer Responsible Party’s performance or non-performance under this Agreement or the negligence or willful misconduct of any Buyer Responsible Party. The Parties agree that obligations giving rise to the payment of liquidated damages under this Agreement shall not give rise to a claim of indemnity under this Section .
Indemnification by Supplier. Supplier shall indemnify, defend and hold Buyer and its employees, officers and directors, affiliates, agents and consultants harmless from and against all third-party Claims arising out of, relating to or in connection with (i) any breach or inaccuracy in the representations or warranties of Supplier in Article 4 hereof and (iii) any act or omission of Supplier which constitutes actual fraud, gross negligence or willful misconduct in connection with this Agreement.