Indemnification by Vendor Clause Samples
The Indemnification by Vendor clause requires the vendor to compensate or protect the other party from losses, damages, or liabilities arising from the vendor’s actions or omissions. Typically, this means the vendor will cover costs related to third-party claims, such as lawsuits or regulatory penalties, that result from the vendor’s breach of contract, negligence, or misconduct. This clause serves to allocate risk by ensuring that the vendor bears responsibility for certain harms, thereby protecting the client from financial exposure due to the vendor’s conduct.
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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:
(a) subject to Section 4.4 and the limitations set forth in Section 8.12(a), any misrepresentation or breach of warranty made or given by the Vendor in this Agreement, in any Closing Document or in any other document delivered pursuant to this Agreement or any Closing Document;
(b) any failure by the Vendor to observe or perform any covenant or obligation contained in this Agreement, any Closing Document or in any document delivered pursuant to this Agreement or any Closing Document;
(c) any liabilities or obligations for Taxes attributable to the Vendor or the Business prior to or arising from the Closing including any Taxes payable by the Vendor in connection with any transaction contemplated under this Agreement except if such Taxes are accrued on the Closing Balance Sheet and only to the extent of the amount so accrued;
(d) any Claim or Loss, including any fine or other liabilities (whether civil or criminal) against the Purchased Assets, the Business, the Purchaser, its Affiliates or the Employees by or on behalf of any Governmental Authority or any other party directly or indirectly arising in connection with, or related in any manner whatsoever to the Bureau Investigation or any civil proceeding related thereto or to facts that are the subject of the Bureau Investigation;
(e) any liabilities or obligations of the Vendor of any nature whatsoever (including, without limitation, the Excluded Liabilities) existing on or after Closing other than the Assumed Liabilities;
(f) the non-compliance by the Parties with respect to any applicable bulk sales Laws in connection with the transactions contemplated by this Agreement except to the extent that any applicable Damages are attributable to the Purchaser’s failure to pay, discharge or perform its obligations pursuant to the Assumed Liabilities; and
(g) the Excluded Assets. For greater certainty, the right to indemnification under Sections 8.1(b) to 8.1(g) exists notwithstanding Section 4.4 and notwithstanding any representation or warranty in Section 4.1 and such right to indemnification is a right that is separate and independent from any other right or remedy under this Agreement and is not subject to any of the ...
Indemnification by Vendor. Subject to Section 16.5 below, PCE shall defend, indemnify and hold harmless Klepierre and Purchaser - and at the discretion of Klepierre and/or Purchaser any of the Development Companies (and their respective successors, assigns and Affiliates) (individually, a "PURCHASER INDEMNITEE", and collectively, the "PURCHASER INDEMNITEES") from and against and in respect of any and all losses, damages, deficiencies, liabilities, assessments, judgments, costs and expenses, including attorneys' fees (both those incurred in connection with the defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision) (collectively, "DAMAGES") suffered or incurred by any Purchaser Indemnitee which is caused by, resulting from or arising out of, related to, in the nature of:
(a) any breach and/or inaccuracy of any representation or warranty of Vendor contained in this Preliminary Agreement or in any Ancillary Agreement, or other agreement, certificate, instrument or other document entered into or delivered by Vendor in connection herewith;
(b) any breach of any covenant of Vendor contained in this Preliminary Agreement or in any Ancillary Agreement, or other agreement, certificate, instrument or other document entered into or delivered by Vendor in connection herewith;
(c) Taxes chargeable to or asserted against any Development Company in terms of a final assessment and/or enforceable judgment in respect of the period preceding the Delivery Date, but only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Final Definitive Development Closing Accounts (rather than in any notes thereto);
(d) any additional Tax liabilities assessed, and related sanctions such as fines, penalties and late payment interest) regarding any type of Tax imposed by the statutory Tax Authorities directly or indirectly related to the fiscal years prior to the Delivery Date which are directly or indirectly attributable to the acts, deeds and omissions of Vendor;
(e) any additional Tax liabilities assessed, and related sanctions such as fines, penalties and late payment interest regarding any type of Tax imposed by the statutory Tax Authorities directly or indirectly related to lack in the Development Companies' books and records of documentary evidence regarding transfer pricing and/or lack o...
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:
(a) Vendor's breach of or failure to comply with any of its obligations under this Agreement;
(b) any inaccuracy in or breach or failure of any representation, warranty, or covenant made by Vendor in this Agreement;
(c) any negligent or wrongful act or omission on the part of Vendor or its employees or agents;
(d) Vendor's violation of or failure to comply with all applicable laws relating to the promotion, distribution and sale of the Products, including but not limited to the Act, the PDMA, the Medicare and Medicaid Anti-Kickback Act (42 U.S.C. Section 1320a-7b(a)), the Civil False Claims Act (31 U.S.C. Section 3729(a)), Sections 1128A, 1128B, and 1877 of the Social Security Act (42 U.S.C. Sections 1320a-7a, -7b, and 1395nn), the Health Care Fraud Act (18 U.S.C. Section 1347), and the Criminal False Claims Act (18 U.S.C. Section 287), as amended from time to time, as well as similar applicable state laws;
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. 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 will indemnify, defend, and hold USAC, its agents, officers, directors and employees (each of the foregoing, an “Indemnified Party”) harmless from and against, any Losses arising out of, or relating to, any third party claim relating to any allegation of: (a) work-related injury of Vendor employees not caused by USAC; (b) accrued employee benefits of Vendor employees; (c) any other aspect of any Vendor employee’s employment relationship with Vendor or the termination of the employment relationship with Vendor; (d) any amounts, including taxes, interest and penalties, assessed against USAC that are the obligation of Vendor; (e) any allegation that the Vendor Materials, the Vendor Software or Vendor’s performance of the Services, (each an “Indemnified Item”), infringes a copyright, patent, trademark or constitutes an unlawful disclosure, use or misappropriation of another party’s trade secret or otherwise violates any other third party Intellectual Property Rights; or (f) personal injury (including death) or property loss or damage resulting from Vendor’s or its Subcontractor’s acts or omissions; (g) any damage to USAC’s office and any Losses caused by the acts or omissions of Vendor or Contract Staff while present at USAC’s offices as set forth in Section 8.1. Vendor will indemnify USAC from any actual costs and expenses, including all attorney fees and court costs, reasonably incurred in connection with the enforcement of this Section.
Indemnification by Vendor. 10 10. Confidentiality .................................................10 11.
Indemnification by Vendor. Vendor shall indemnify, defend and hold MMC and its officers, 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:
(a) Any misrepresentation, breach, or failure to perform any covenant or agreement made or undertaken by Vendor in this Agreement; or
(b) Any action, suit, proceeding, or claim incident to any of the foregoing. Notwithstanding the foregoing, Vendor shall not indemnify or hold MMC harmless for any intentional or negligent act of MMC (or any agent, employee or contracted party of MMC).
Indemnification by Vendor. (a) From and after the Closing Date, the Vendor shall (except to the extent prohibited by Law) indemnify, defend and hold harmless, the Purchaser, against any direct losses, damages, claims or liability ('Damages') arising out of or in connection with any material misrepresentation or any breach of any representation or warranty of the Vendor in Article 6.
(b) The maximum amount of Damages against which the Purchaser shall be entitled to be indemnified under Section 12.1 shall be US$115,000,000 (US dollar one hundred and fifteen million only).
(c) Any payments under this Section 12.1 shall be made on an after-tax basis, which for these purposes will be determined by taking into account all tax benefits actually realized and all tax detriments actually suffered, in each case, on a cash basis. To the extent permissible by law, all indemnification payments made under this Section 12 shall be deemed to be made as adjustments to the Purchase Price.
(d) No indemnification under Section 12.1 shall be due unless the aggregate amount of Damages (aggregating all indemnifiable matters under this Section) due exceeds US$100,000 (US dollars One Hundred Thousand only), and then only for any amount of Damages in excess of US$100,000 (US dollars One Hundred Thousand only).