Common use of Indemnification by the Distributor Clause in Contracts

Indemnification by the Distributor. The Distributor agrees to indemnify, defend and hold harmless the Company and its subsidiaries, directors, officers and employees from and against any amounts paid to third parties for Indemnifiable Losses resulting from or arising out of (a) any breach of any representation, warranty, covenant or agreement on the part of the Distributor under this Agreement, (b) the negligence, intentional or criminal act of the Distributor, its directors, officers, employees and agents, (c) product claims, whether written or oral, made or alleged to be made, by the Distributor in its advertising, publicity, promotion, or sale of any Products where such product claims were not agreed to by the Company, or (d) negligent handling by the Distributor of the Products or changes, additions or modifications to the Products by the Distributor; provided, however, that in no event will the Distributor be liable for matters for which the Company is responsible under Section 12.3 above.

Indemnification by the Distributor. The Distributor agrees to indemnify, defend and hold harmless the Company and its subsidiaries, directors, officers and employees from and against any amounts paid to third parties for Indemnifiable Losses resulting from or arising out of (a) any breach of any representation, warranty, covenant or agreement on the part of the Distributor under this Agreement, (b) the negligence, intentional or criminal act of the Distributor, its directors, officers, employees and agents, (c) product claims, whether written or oral, made or alleged to be made, by the Distributor in its advertising, publicity, promotion, or sale of any Products where such product claims were not agreed to by the Company, or (d) negligent handling by the Distributor of the Products or changes, additions or modifications to the Products by the Distributor; provided, however, that in no event will the Distributor be liable for matters for which the Company is responsible under Section 12.3 above, and provided however, that the Company shall immediately notify the Distributor in writing as soon as it becomes aware of such claim and allow the Distributor to defend such claim.