INDEMNIFICATION BY THE SUPPLIER Sample Clauses

INDEMNIFICATION BY THE SUPPLIER. Up to and at the Point of Delivery, Competitive Supplier shall indemnify, defend and hold harmless the Aggregator the Aggregator’s officers, employees, agents, representatives and independent contractors (“Aggregator Indemnified Parties”) from and against any and all costs, claims, liabilities, damages, losses, expenses (including reasonable attorneys’ fees) (collectively, “Losses”), arising from claims, causes of action, suits or judgments (“Claim”), incurred by, on behalf of or involving any one of the Aggregator Indemnified Parties to the extent arising from or in connection with third party claims alleging (i) any material breach by Competitive Supplier of its obligations, covenants, representations or warranties contained in this ESA and not resulting from the actions or omissions (where there is a duty to act) of the Local Distributor, the Aggregator or its employees or agents (including CPG), or (ii) Competitive Supplier’s actions or omissions (where there is a duty to act) taken or made in connection with Competitive Supplier’s performance of this ESA that were not Commercially Reasonable. Competitive Supplier further agrees, if requested by the Aggregator, to investigate, handle, respond to, and defend any such Claim at Competitive Supplier’s expense arising under this Article 13.1, and in that event, Competitive Supplier shall assume sole control and authority to defend, appeal and/or or settle the Claim through reputable independent counsel of its own choosing. The Aggregator Indemnified Party(ies) and the Competitive Supplier shall reasonably cooperate in the defense of any Claim. Notwithstanding the foregoing, the Aggregator Indemnified Party(ies) may participate in the defense of any Claim through its own counsel at its own expense. The Competitive Supplier shall give prompt written notice to such Aggregator Indemnified Party(ies) of any proposed settlement of an indemnified Claim. The Competitive Supplier may not, without prior written consent of the Aggregator Indemnified Party(ies), which shall not unreasonably withheld, conditioned, or delayed, settle or compromise any Claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder. The foregoing is in addition to and not in limitation of any other remedies available to an Aggregator Indemnified Party.
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INDEMNIFICATION BY THE SUPPLIER. Supplier shall indemnify and hold the Distributor harmless against and from any and all claims, of any type or nature, made by third parties against the Distributor based upon, arising out of, or in any way related to: (1) the preparation, manufacturing and bottling of the Products, (2) the storage, warehousing and sale of the Products by the Supplier, (3) the conduct of the Supplier's business, (4) the Supplier's ownership or possession of property, (5) any negligent act, misfeasance or nonfeasance by the Supplier or any of its agents, servants, or employees, and (6) any and all fees, cost and expenses, including without limitation, reasonable attorneys' fees incurred by or on behalf of the Distributor in the investigation of or defense against any and all of the foregoing claims. The Distributor shall provide the Supplier prompt notice of receipt of any such claim. If the Distributor does not provide the Supplier with prompt notice of receipt of any such claim or matter to which the Distributor is entitled to indemnification hereunder in time to contest the determination of such liability, then the Supplier shall not be obligated to indemnify the Distributor with respect thereto. The Distributor shall not settle any such claim without the Supplier's prior knowledge and consent.
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INDEMNIFICATION BY THE SUPPLIER. ‌ The Supplier agrees to indemnify, defend and hold harmless each VITA Indemnitee from and against any and all Losses suffered or incurred by any of them arising from, in connection with, or based on any of the following, whenever made: 19.1.1 Any Claim relating to the Supplier’s alleged failure to observe or perform any duties or obligations to be observed or performed by the Supplier on or after the Effective Date relating to VITA resources referenced or identified in Section 7 (Use of VITA Resources), if any, that are assigned to the Supplier or for which the Supplier has assumed financial, administrative or operational responsibility or used in the provision of the Services; 19.1.2 Any Claim relating to an alleged breach of the Supplier’s obligations under Sections 4.3 (Taxes), 15.1 (Mutual Warranties), 15.3 (Title, Required Rights and Non-Infringement),
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INDEMNIFICATION BY THE SUPPLIER. Subject to Article 5, the Supplier shall indemnify and hold the Distributor and its officers, directors, employees, agents, insurers and their successors and assigns (collectively, the "Distributor Indemnitees"), free and harmless from any and all claims, demands, liabilities, losses, actions or causes of actions, and any and all expenses associated therewith (including, without limiting the generality of the foregoing, reasonable defence costs and lawyer's fees on a solicitor and his own client basis), arising out of or in connection with, or which are the result of, or are otherwise related to: (i) any act or omission of the Supplier under this Agreement; (ii) the Supplier's non-compliance with any applicable laws or regulations; or (iii) any failure of the Supplier to perform, in whole or in part, any of its obligations hereunder.
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INDEMNIFICATION BY THE SUPPLIER. The Supplier agrees to protect, indemnify and hold harmless the Customer Group Member from and against any and all Loss and/or Expense, other than loss business, lost profits and other special and/or consequential damages, whether direct or indirect (all claims for which are hereby irrevocably waived), incurred by the Customer Group Member in connection with or arising from: (a) any breach by the Supplier of its obligations hereunder; (b) the installation, maintenance, operation, repair, removal, replacement or alteration of any portion of the Northwind Facilities or the Supplier's metering and other equipment and piping on the Premises, including the Supplier Interconnection Equipment, or any acts or omissions of the Supplier or those Persons under its direction or control in connection therewith; provided such Loss or Expense does not result from actions or omissions of the Customer or those Persons under its direction or control (including its agents and those which it has authorized or knowingly permitted to act on its behalf); (c) any unauthorized operation, maintenance or alteration of, or action affecting, the Customer's equipment, or any component thereof, by the Supplier or those Persons under its direction or control (including its agents and those which it has authorized or knowingly permitted to act on its behalf); or (d) any claims, obligations, damages, expenses or liabilities to third parties for personal injury or property damage to the extent they arise out of any legally actionable action of the Supplier or its agents, contractors or employees, or those Persons under its direction or control, provided that this indemnity shall not apply to the extent that the claim, obligation, damage, expense or liability arises from the negligence or willful misconduct of, or a breach of the Customer's obligations under this Agreement by, the Customer, its agents, contractors or employees, or those Persons under its direction or control; but excluding any Loss or Expense arising from interruption of Services permitted by Section 6.3(a) or Section 7.1.
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INDEMNIFICATION BY THE SUPPLIER. The Supplier shall indemnify, defend, and hold the Distributor harmless from and against any and all third party claims relating to and/or arising out of (i) the manufacture of Products, including but not limited to any product, manufacturing, or labelling defect in the Product, (ii) infringement of third party patent, copyright, trademarks, trade names, or other proprietary rights, and (iii) any failure by Supplier to act in accordance with applicable laws and regulations in the Territory in connection with the Products.
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INDEMNIFICATION BY THE SUPPLIER. ‌ (a) The Supplier shall indemnify and keep indemnified and hold the City, the Other City Entities and their respective officials, officers, employees and agents harmless against all losses, liabilities, claims, demands, costs and expenses (including legal fees), fines, penalties or charges (including those imposed by statute or otherwise imposed), arising out of, in connection with or consisting of: (i) any loss or damage arising from a claim by any third party concerning or arising out of the Supply or the use of the Products, to the extent that such claim arises out of any negligence, wilful misconduct or failure to adhere to this Agreement by the Supplier or any of its Representatives; (ii) any occupational illness, injury or death of any person, which occurs during, or as a result of, the Supply or the use of the Products, to the extent that such illness, injury or death is attributable to the acts or omissions of the Supplier or any of its Representatives or is attributable to a Product attribute, feature, defect or failure; (iii) any other failure by the Supplier to fully comply with the provisions of this Agreement; (iv) any defect in any of the Products or any failure of any Product or any failure of any Product to meet reasonable safety standards or applicable safety requirements; (v) a breach by the Supplier or any Subcontractor of any Law in the course of, or as a result of, the provision of the Supply; (vi) any actual or alleged infringement of any Intellectual Property Rights caused by the Supply or the use of the Products, and (vii) any breach of the warranties of the Supplier contained herein. (b) Nothing in this Section 5.1 or otherwise in this Agreement shall limit or exclude any direct liability (whether in contract, tort, for breach of statutory duty or any other legal basis) of the Supplier to any person. (c) The Supplier appoints the City as the trustee of the Other City Entities and of their and the City’s officials, officers, employees and agents in relation to the covenants of indemnification of the Supplier contained in this Section 5.1 and the City accepts such appointment.
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INDEMNIFICATION BY THE SUPPLIER. 21.1. The Supplier hereby indemnifies, and shall hold the Customer harmless against all claims, legal actions, costs and expenses of whatsoever nature arising out of any infringement or alleged infringement by the System as suffered by the Customer of any patent, copyright, trade secret, trademark, invention, proprietary information, or other intellectual property rights of any third party attributable to the development of the System and the Associated Documentation by the Supplier, or any part thereof, or the use of any part thereof. 21.2. The Customer shall immediately notify the Supplier, in writing, of any proceedings instituted by a third party against the Customer in respect of any alleged infringement referred to in paragraph 15.1 above. 21.3. The Supplier shall, at its own cost and expense, defend any action instituted by such third party against the Customer. The Customer shall render such assistance as is commercially reasonable to aid the Supplier in defending any of the aforesaid proceedings instituted against it. All such assistance, as described in this paragraph 15.3, shall be provided by the Customer at the Supplier’s sole cost and expense. 21.4. If a third party claim causes the Customer's use of the System and the Associated Documentation to be seriously endangered or disrupted, then the Supplier shall at its own cost and expense - 21.4.1. replace the System and the Associated Documentation with a compatible, functionally equivalent and non-infringing product and related documentation; or 21.4.2. make the necessary modifications to the System and the Associated Documentation, to avoid the infringement; or 21.4.3. obtain a license for the Customer to continue using the System and the Associated Documentation for the term of this Agreement; or 21.4.4. If none of the foregoing alternatives are possible even after the Supplier's best efforts, then the Supplier shall return a pro rata portion of the development fees to the Customer, based on a period of five (5) years, and the Supplier shall refund the price paid by the Customer for all units of Product delivered to Customer. In addition, this Agreement shall accordingly terminate, with the exception of its Confidentiality provisions, and the Customer shall either return the System and the Associated Documentation to the Supplier, or destroy the same, as requested by the Supplier, at the Supplier's sole cost and expense. 21.4.5. The Supplier's obligation to indemnify the Customer shall surviv...
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Related to INDEMNIFICATION BY THE SUPPLIER

  • Indemnification by the Company The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 6(h).