Indemnification by Vendor. Subject to the extent of any indemnification from Company pursuant to Section 16.3 hereof, Vendor shall indemnify and hold Company, its Affiliates, directors, officers, employees and agents harmless from and against any and all Damages, except to the extent such damages arise from the negligence or intentional wrongful actions of Company, arising directly or indirectly from:
Indemnification by Vendor. Vendor agrees to indemnify, defend and hold Bank, Synchrony Affiliates and assigns and their respective officers, directors, trustees, employees and agents harmless against any and all suits, claims, actions, proceedings, demands, damages, judgments, liabilities, costs, expenses (including reasonable attorneys’ fees and costs of investigation and settlement awards) of any kind (collectively, “Losses”) asserted by any person or entity (including, without limitation, relating to injury or death of any person or destruction of any property, real or personal) arising out of, connected with or resulting from (i) the material or intentional breach or violation by Vendor of any representation, warranty, covenant or obligation under this Agreement (including without limitation any other agreement or instrument delivered by it in connection with this Agreement or any applicable policy of Bank provided to and acknowledged and accepted in writing by Vendor); (ii) the negligence, willful misconduct or bad faith of Vendor in the performance of its duties under this Agreement; (iii) the failure of Vendor or any subcontractor to properly and securely handle and manage Synchrony Confidential Information, including any Personal Data, or any breach of data security or confidentiality relating thereto; or (iv) any and all lien notices, lien claims, liens, encumbrances, security interests, or other lien rights of any kind filed by any party, including without limitation any subcontractor, which in whole or in part are based on any work, goods, services, material or equipment provided or to be provided under this Agreement.
Indemnification by Vendor. Vendor shall indemnify, defend and hold MMC and its officers, trustees, directors, shareholders, agents, employees, representatives, successors and assigns, harmless from and against any act of Vendor (whether based on contract, tort, product liability, strict liability or otherwise), including taxes, and all expenses (including interest, penalties and reasonable attorneys' fees and disbursements) incurred by any of the above-referenced persons, resulting from or in connection with any one or more of the following:
Indemnification by Vendor. Vendor shall indemnify and hold Purchaser harmless from and against any claims, demands, actions, causes of action, judgments, damages, losses (which shall include any diminution in value), liabilities, costs or expenses (including interest, penalties and reasonable attorneys, and experts, fees and disbursements) (collectively, the “Losses”), which may be made against Purchaser or which it may suffer or incur as a result of, arising out of, or relating to:
Indemnification by Vendor. The Vendor shall indemnify, defend and save harmless the Purchaser and each of Purchaser’s Representatives from and against any Claim or Loss suffered by, imposed upon or asserted against them, as a direct or indirect result of, or arising in connection with or related in any manner whatsoever to:
Indemnification by Vendor. Vendor shall defend, indemnify, and hold harmless the University, its agents, officers, board members, and employees from and against any and all claims, damages, losses, and expenses, including reasonable attorney’s fees, for any claims arising out of or in any way relating to the performance of Vendor’s obligations under a PO or agreement, including but not limited to any claims pertaining to or arising from Vendor’s infringement of patents, copyrights or other intellectual property rights and Vendor’s negligence, intentional acts or omissions.
Indemnification by Vendor. In addition to its indemnification obligations under Section 13.2 of the Master Agreement, Vendor agrees to defend, indemnify and hold Company, its officers, directors, agents and employees free and harmless from and against any and all liabilities, losses, demands, causes of action, costs, injuries, damages and expenses, including attorneys’ fees, which Company may suffer or incur as a result of any claims made in connection with or arising from (a) Vendor’s manufacture, promotion, sale or distribution of Licensed Products; (b) Vendor’s failure to comply with any applicable domestic or foreign law, statute or regulation with respect to distribution and sale of the Licensed Products; (c) the negligent acts or omissions of Vendor or any of its representatives, agents, Contractors, Distributors or assigns; (d) the breach of or failure to perform under any term, obligation, requirement or provision of this License Agreement; (e) any unauthorized use of any Company Intellectual Property; (f) any infringement or alleged infringement of the rights of any third party relating to the Creative, the New Marks, or any Company Product; (g) Clearance Measures; and/or (h) the breach of any representation or warranty set forth herein. If Vendor does not promptly assume the defense of any claim tendered for indemnification hereunder or if Company otherwise elects to do so at any time in Company’s sole discretion, Company may defend the claim itself, with counsel of the Company’s choosing, at the expense of Vendor.
Indemnification by Vendor. (a) Subject to Section 17.6, in the event that the transactions herein contemplated are completed at the Closing, the Vendor hereby agrees to indemnify and hold the Purchaser harmless from and against any loss, damage, claim, Legal Proceeding, deficiency or expense, including all out-of-pocket costs, and including, without limitation, all reasonable legal and accounting fees (but in all respects on a net after tax basis), relating to, arising from or in connection with the following matters:
Indemnification by Vendor. (a) If the transactions contemplated by this Agreement are completed, each Vendor shall, jointly and severally, indemnify and hold the Purchaser, and the Corporation harmless against and in respect of any Loss which the Purchaser, or the Corporation may suffer or be required to pay pursuant to any claim that may be made or asserted against or affect the Purchaser, or the Corporation, arising out of or in connection with any misrepresentation or breach of any warranty, agreement, covenant or obligation of a Vendor or the Corporation contained in this Agreement or in any certificate or other document required to be delivered to the Purchaser by a Vendor or the Corporation, or any reassessment for Tax (and all interest and/or penalties relating thereto) in respect of which Tax returns have been filed before the Closing Date which result in the payment of Tax in excess of the amount accrued or reserved in the Corporation’s financial statements.
Indemnification by Vendor. Subject to the limits set forth in Sections 5.5, Vendor covenants and agrees with the Purchaser to indemnify and save harmless the Purchaser, effective as and from the Time of Closing, from and against any claims, demands, proceedings, fines, losses, damages, liabilities, deficiencies, costs and expenses (including all reasonable legal fees (including those on a solicitor and own client basis) and other reasonable professional fees and disbursements, interest, penalties, judgments and amounts paid in settlement) but excluding consequential loss, loss of profit and/or special or punitive damages arising directly or indirectly as a consequence of such matter (hereinafter called “Claims”) which may be made by or brought against the Purchaser or which the Purchaser may suffer or incur as a result of, in respect of, or arising out of:
