Common use of INDEMNIFICATION BY THE COMPETITIVE SUPPLIER Clause in Contracts

INDEMNIFICATION BY THE COMPETITIVE SUPPLIER. To the extent permitted by law, a Party (“Indemnifying Party”) shall indemnify, defend and hold harmless the other Party (“Indemnified Party”) and the Indemnified Party’s officers, employees, agents, representatives and independent contractors, from and against any and all costs, claims, liabilities, damages, expenses (including reasonable attorneys’ fees), causes of action, suits or judgments, incurred by, on behalf of or involving any one of the foregoing parties to the extent arising directly from or in connection with (i) any material breach by the Indemnifying Party of its obligations, covenants, representations or warranties contained in this ESA and not resulting from the actions of the Local Distributor, the Indemnified Party or the Indemnified Party’s employees or agents, or (ii) the Indemnifying Party’s actions or omissions taken or made in connection with the Indemnifying Party’s performance of this ESA that were not Commercially Reasonable. The Indemnifying Party further agrees, if requested by the Indemnified Party, to investigate, handle, respond to, and defend any such claim, demand, or suit at its own expense arising under this Article 13.1.