Indemnification by Vivint Clause Samples
The "Indemnification by Vivint" clause requires Vivint to compensate or protect the other party from losses, damages, or legal claims arising from Vivint's actions or omissions. Typically, this means that if a third party sues or makes a claim against the other party due to something Vivint did—such as infringing intellectual property or breaching contract terms—Vivint will cover the associated costs, including legal fees and settlements. This clause serves to allocate risk by ensuring that Vivint bears responsibility for its own conduct, thereby protecting the other party from financial harm caused by Vivint's wrongdoing.
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Indemnification by Vivint. Except to the extent directly caused by the negligence or willful misconduct of Vivint Solar, Vivint hereby agrees to defend, pay, indemnify, and hold Vivint Solar and its Affiliates (other than Vivint and all direct and indirect subsidiaries of APX Parent Holdco, Inc.) harmless from and against any and all third party claims, demands, proceedings, judgments, and other liabilities of every kind, and all reasonable expenses incurred in investigation and resisting the same (including reasonable attorneys’ fees), resulting from or in connection with: (i) the gross negligence or willful misconduct of Vivint, Vivint’s Representatives or Subsidiaries, or any third Person performing Services under this TSA; (ii) a breach by Vivint of any representation or material obligation of this TSA; or (iii) the failure by Vivint to comply with its notification obligations to any Vivint employee, including payment of wages, provision of benefits, and payment of employment Taxes. Vivint’s indemnification liability under the preceding subsections (ii) and (iii) will be offset by (and Vivint Solar agrees to use commercially reasonable efforts to pursue): (1) the proceeds of any applicable insurance policies; and (2) any indemnification amounts or other recovery available under any applicable agreement between Vivint Solar or its Subsidiaries and a third Person (including any supplier of Vivint Solar or its Subsidiaries).
Indemnification by Vivint. Except to the extent directly caused by the negligence or willful misconduct of Vivint Solar, and without limiting any other Transaction Agreement, Vivint hereby agrees to defend, pay, indemnify, and hold Vivint Solar (and its Representatives, Subsidiaries, and other Affiliates, other than Vivint and all direct and indirect subsidiaries of APX Parent Holdco, Inc.) and its Subcontractors harmless from and against any and all claims, demands, proceedings, judgments, and other liabilities of every kind, and all reasonable expenses incurred in investigation and resisting the same (including reasonable attorneys’ fees), resulting from or in connection with all third Person Actions arising from or relating to: (i) the gross negligence or willful misconduct of Vivint, Vivint’s Representatives, Subsidiaries or Subcontractors, or any third Person performing Services on behalf of Vivint under this Agreement; or (ii) the failure by Vivint to comply with its obligations to any Vivint employee, including payment of wages, provision of benefits, and payment of employment Taxes.
Indemnification by Vivint. Except to the extent directly caused by the negligence or willful misconduct of Vivint Solar, and without limiting any other agreement, Vivint hereby agrees to defend, pay, indemnify, and hold Vivint Solar (and its Representatives, subsidiaries, and other affiliates, other than Vivint and all direct and indirect subsidiaries of Vivint Smart Home, Inc.) and its subcontractors harmless from and against any and all claims, demands, proceedings, judgments, and other liabilities of every kind, and all reasonable expenses incurred in investigation and resisting the same (including reasonable attorneys’ fees), resulting from or in connection with all third Person Actions arising from or relating to: (i) the negligence or willful misconduct of Vivint, Vivint’s Representatives, subsidiaries or subcontractors, or any third-Person performing services on behalf of Vivint under this Agreement (“Vivint Related Person”); (ii) any breach of this Agreement by Vivint or a Vivint Related Person; (iii) any breach of the terms of an agreement between Vivint Solar and its Financing Partners caused by Vivint, but only to the extent such terms have been communicated in writing by Vivint Solar to Vivint; or (iv) the failure by Vivint or a Vivint Related Person to comply with Applicable Law.