INDEMNITY AND REMEDIAL ACTION. 24.1 The Marketing Partner will indemnify the Company and keep the Company indemnified on demand in respect of all direct, indirect, punitive, incidental, special, consequential damages or any other damages, all liabilities, costs, claims, demands and expenses (including legal costs) of any nature whatsoever (collectively, “Losses”) which the Company may suffer or incur as a direct or indirect result of any act or omission of the Marketing Partner in connection with its relationship with the Company or any Client referred by the Marketing Partner to the Company or any failure by the Marketing Partner to perform any of the Marketing Partner’s obligations under this Agreement and the Marketing and Communication Guidelines but excluding any Losses which result from the Company’s own negligence, fraud, wilful misconduct or material breach by the Company of the terms of this Agreement. 24.2 Without prejudice to the generality of the above, the Marketing Partner agrees to indemnify and hold harmless the Company for any Losses suffered as a result of Adverse Action. 24.3 Where any Adverse Action consists of or relates to any derogatory or defamatory statement against the Company or its Group, the Marketing Partner undertakes to take such remedial action and make such corrective statement as the Company may instruct for the purposes of addressing the effect of the Adverse Action, provided always that the Marketing Partner will not be required to make any statement which is misleading or untrue.
Appears in 5 contracts
Samples: Marketing Partner Agreement, Marketing Partner Agreement, Marketing Partner Agreement
INDEMNITY AND REMEDIAL ACTION. 24.1 The Marketing Partner Affiliate will indemnify the Company and keep the Company indemnified on demand in respect of all direct, indirect, punitive, incidental, special, consequential damages or any other damages, all liabilities, costs, claims, demands and expenses (including legal costs) of any nature whatsoever (collectively, “Losses”) which the Company may suffer or incur as a direct or indirect result of any act or omission of the Marketing Partner Affiliate in connection with its relationship with the Company or any Client referred by the Marketing Partner Affiliate to the Company or any failure by the Marketing Partner Affiliate to perform any of the Marketing PartnerAffiliate’s obligations under this Agreement and the Marketing and Communication Guidelines but excluding any Losses which result from the Company’s own negligence, fraud, wilful misconduct or material breach by the Company of the terms of this Agreement.
24.2 Without prejudice to the generality of the above, the Marketing Partner Affiliate agrees to indemnify and hold harmless the Company for any Losses suffered as a result of Adverse Action.
24.3 Where any Adverse Action consists of or relates to any derogatory or defamatory statement against the Company or its Group, the Marketing Partner Affiliate undertakes to take such remedial action and make such corrective statement as the Company may instruct for the purposes of addressing the effect of the Adverse Action, provided always that the Marketing Partner Affiliate will not be required to make any statement which is misleading or untrue.
Appears in 2 contracts
Samples: Affiliate Agreement, Affiliate Agreement
INDEMNITY AND REMEDIAL ACTION. 24.1 23.1 The Marketing Partner Affiliate will indemnify the Company and keep the Company indemnified on demand in respect of all direct, indirect, punitive, incidental, special, consequential damages or any other damages, all liabilities, costs, claims, demands and expenses (including legal costs) of any nature whatsoever (collectively, “Losses”) which the Company may suffer or incur as a direct or indirect result of any act or omission of the Marketing Partner Affiliate in connection with its relationship with the Company or any Client referred by the Marketing Partner Affiliate to the Company or any failure by the Marketing Partner Affiliate to perform any of the Marketing PartnerAffiliate’s obligations under this Agreement and the Marketing and Communication Guidelines but excluding any Losses which result from the Company’s own negligence, fraud, wilful misconduct or material breach by the Company of the terms of this Agreement.
24.2 23.2 Without prejudice to the generality of the above, the Marketing Partner Affiliate agrees to indemnify and hold harmless the Company for any Losses suffered as a result of an Adverse Action.
24.3 23.3 Where any Adverse Action consists of or relates to any derogatory or defamatory statement against the Company or its Group, the Marketing Partner Affiliate undertakes to take such remedial action and make such corrective statement as the Company may instruct for the purposes of addressing the effect of the Adverse Action, provided always that the Marketing Partner Affiliate will not be required to make any statement which is misleading or untrue.
Appears in 1 contract
Samples: Affiliate Agreement
INDEMNITY AND REMEDIAL ACTION. 24.1 23.1. The Marketing Partner Affiliate will indemnify the Company and keep the Company indemnified on demand in respect of all direct, indirect, punitive, incidental, special, consequential damages or any other damages, all liabilities, costs, claims, demands and expenses (including legal costs) of any nature whatsoever (collectively, “Losses”) which the Company may suffer or incur as a direct or indirect result of any act or omission of the Marketing Partner Affiliate in connection with its relationship with the Company or any Client referred by the Marketing Partner Affiliate to the Company or any failure by the Marketing Partner Affiliate to perform any of the Marketing PartnerAffiliate’s obligations under this Agreement and the Marketing and Communication Guidelines but excluding any Losses which result from the Company’s own negligence, fraud, wilful misconduct or material breach by the Company of the terms of this Agreement.
24.2 23.2. Without prejudice to the generality of the above, the Marketing Partner Affiliate agrees to indemnify and hold harmless the Company for any Losses suffered as a result of an Adverse Action.
24.3 23.3. Where any Adverse Action consists of or relates to any derogatory or defamatory statement against the Company or its Group, the Marketing Partner Affiliate undertakes to take such remedial action and make such corrective statement as the Company may instruct for the purposes of addressing the effect of the Adverse Action, provided always that the Marketing Partner Affiliate will not be required to make any statement which is misleading or untrue.
Appears in 1 contract
Samples: Affiliate Agreement