Common use of Indemnification by Supplier Clause in Contracts

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.

Appears in 1 contract

Samples: Agreement (Vince Holding Corp.)

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Indemnification by Supplier. Supplier shall will indemnify, defend and hold Buyer harmless Customer, its Affiliates and its employeestheir respective officers, officers and directors, affiliatesemployees, agents and consultants harmless representatives (collectively, “Customer Indemnitees”), from any and against all third-party Claims Losses to the extent arising out offrom, relating to or in connection with (i) with, or based upon any breach or inaccuracy in of 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.following:

Appears in 1 contract

Samples: Services Agreement (Supervalu Inc)

Indemnification by Supplier. (a) Supplier shall hereby agrees to indemnify, defend defend, and hold Buyer harmless Buyer, its Affiliates and its their respective directors, officers, employees, officers and directors, affiliates, agents and consultants harmless from and against any and all third-party Claims Indemnified Amounts to the extent arising out of, relating to of Supplier’s breach of any of its warranties or in connection with (i) any breach representations hereunder 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 its negligence or willful misconduct in connection with this Agreementmisconduct.

Appears in 1 contract

Samples: Commercial Supply Agreement (BioPharmX Corp)

Indemnification by Supplier. (a) To the fullest extent permitted by Law, Supplier shall defend, indemnify, defend and hold Buyer harmless Customer, its Affiliates and its employees, officers and their respective directors, affiliatesofficers, employees, agents and consultants harmless representatives from and against any and all third-party Claims Losses arising out of, of or relating to any and all claims, liabilities, liens, demands, obligations, actions, proceedings, suits or causes of action of every kind in each case in connection with (i) any breach a third party claim to the extent arising out of 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.related to:

Appears in 1 contract

Samples: Supply Agreement (Maravai Lifesciences Holdings, Inc.)

Indemnification by Supplier. Supplier shall indemnifydefend, defend indemnify and hold Buyer Customer, and its officers, directors, employees, officers and directors, affiliates, agents and consultants harmless from and against all third-party Claims losses arising out offrom, 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 fraudrelating to, gross negligence or willful misconduct in connection with this Agreement.third party claims, actions and/or allegations based upon any:

Appears in 1 contract

Samples: Master Services Agreement

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Indemnification by Supplier. Supplier shall indemnify, defend and hold Buyer harmless Customer, Customer Affiliates and its employees, officers and directors, affiliates, agents and consultants harmless their Indemnitees from and against any and all third-party Claims Losses arising out offrom claims by third parties, relating to whether based in whole or in connection with (i) part in contract, tort, negligence, statute or otherwise, to the extent caused by any breach or inaccuracy in of 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.following:

Appears in 1 contract

Samples: Master Application Services Agreement (Hawaiian Telcom Holdco, Inc.)

Indemnification by Supplier. Supplier shall indemnifyprotect, defend and hold Buyer and its employees, officers and directors, affiliates, agents and consultants Distributor harmless from and against any and all third-party Claims arising out ofclaims, relating to damages, losses, costs and expenses (“Losses”) (including, without limitation, Losses resulting from personal injury or property damage, and reasonable attorneys’ fees and expenses) asserted against or suffered or incurred by Distributor, or any of distributor’s customers, as a result of 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.with:

Appears in 1 contract

Samples: Exclusive Distribution Agreement (Interactive Strength, Inc.)

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