Indemnity by Dealer Sample Clauses

Indemnity by Dealer. Dealer shall indemnify, defend and hold SCUSA, its employees, officers, directors, agents and assigns harmless from any claims, losses, damages, liabilities and expenses, including attorneys’ fees and costs of litigation which relate to (i) a Contract purchased by SCUSA and arise from Dealer’s breach or default under this Agreement, (ii) Dealer’s sale of a Vehicle to a Buyer or Borrower or (iii) a Loan made by SCUSA to a Borrower and which arise from Dealer’s breach or default under this Agreement, Dealer’s conduct, the failure of the transaction to comply with Dealer’s representations and warran- ties in Section 8, or result from any act or omission on the part of Dealer and arise from Dealer’s breach or default under this Agreement, Dealer’s conduct, the failure of the transaction to comply with Dealer’s representations and warranties and/or result from any act or omission on the part of Dealer.
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Indemnity by Dealer. Dealer hereby agrees to and shall indemnify, defend, and hold harmless PMI, its directors, officers, agents, employees, shareholders, debtholders and debenture holders from and against each and every cause of action, claim, lawsuit, loss, cost, damage, tax, expense (including reasonable legal fees) or liability, arising out of or related to: (i) loss of or damage to the property, or death of, or personal injury to Dealer, its Customers and/or any third party; and/or (ii) any lawsuit or claim against, or damage to, PMI resulting from or in connection with any breach hereof, non-compliance herewith, or the actions or failure to act of Dealer, its directors, officers, agents, or employees, including but not limited to: (a) breach of any of the provision of this Agreement by Dealer; (b) negligence or other tortious conduct by Dealer or its authorized agents; (c) representations or statements not specifically authorized by PMI herein or otherwise in writing; (d) violation by Dealer of any law, regulation, or order now or hereafter in effect in the Territory; or (e) death or injury to persons who use the Products, due to inaccurate or incomplete information provided to Customers and/or end-users using the Products.
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Indemnity by Dealer a. Dealer shall indemnify and hold Priority harmless against and in respect of:
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Indemnity by Dealer. Dealer agrees to defend, indemnify and hold Company harmless from and in respect of any loss, claim, damage (including injury or death), liability, costs (including attorney’s fees and disbursements and court costs), action or cause of action of any nature whatsoever arising out of or incurred in connection with any negligent act or omission by Dealer, its directors, officers, employees, agents or those for whom it is responsible at law in the distribution, sale, or servicing of the Products or Parts.
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Indemnity by Dealer. Dealer hereby indemnities and holds harmless the Company and each person who controls the Company (within the meaning of Section 15 of 1933 Act) against any and all losses, claims, damages, liabilities and expenses (including reasonable costs and investigation and counsel fees) arising out of or based upon:
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Indemnity by Dealer. Upon request of AXX, Dealer shall indemnify, defend and hold AXX and Absolute S.xX harmless to the extent of Dealer's negligence from any claim, demand, cause of action or cost, including attorney fees incurred by AXX and/or Absolute S.p.A. relating thereto, which may arise or be asserted against AXX and or Absolute S.p.A., if such claim, demand or cause of action results or allegedly results from: (a) Dealer's failure to comply, in whole or in part, with any obligation of Dealer under this Agreement; (b) any actual negligent conduct, error, omission or act of Dealer in connection with the preparation, sale, repair or service (including without limitation warranty service) by Dealer of the Products; (c) any modification of any Products made by or on behalf of Dealer, except those made pursuant to the express written instruction or with the express written approval of Absolute S.p.A.; (d) Dealer's breach of any agreement between Dealer and Dealer's customer; or (e) misleading statements, misrepresentations or deceptive or unfair practices by Dealer, directly or indirectly, to Absolute S.xX, AXX, a customer or a third party. AXX and/or Absolute S.xX shall notify Dealer with reasonable promptness of the existence of any claims and allow Dealer an opportunity to resolve such claims, provided that no resolution or settlement shall be binding upon AXX or Absolute S.p.A. without their written approval thereof. AXX and/or Absolute S.xX may, but shall not be obligated to, tender defense of any such claim, demand or cause of action to Dealer. AXX and/or Absolute S.p.A. may, but shall not be obligated to, retain counsel of its choosing to defend an indemnified claim under this paragraph and Dealer shall reimburse AXX and/or Absolute S.p.A. for any costs or attorneys' fees as incurred.
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Indemnity by Dealer. Dealer hereby indemnifies and holds harmless the Seller and each person who controls the Seller (within the meaning of Section 15 of the 0000 Xxx) for, from, and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and counsel fees) arising out of or based upon: (i) any breach by Dealer of the representations, warranties or covenants by it contained in or made pursuant to this Agreement; (ii) any untrue statement or alleged untrue statement of a material fact contained in the Offering Materials or in any amendment or supplement thereto or in any blue sky application or document which was included therein in reliance upon information relating to Dealer furnished in writing by it, or on its behalf, expressly for use in connection with the offering materials, or in any amendment or supplement thereto or in any blue sky application or document; (iii) any omission or alleged omission to state in the Offering Materials any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, but only with respect to information relating directly to Dealer furnished by Dealer; or (iv) the failure by Dealer to give, deliver or send a copy of the Offering Materials as appropriate to any person to whom the Units are offered or sold or to offer or sell the Units in accordance with the provisions of any applicable rules, regulations and published administrative interpretations under the 1933 Act and the securities or blue sky laws of any jurisdiction in which the Units are offered or sold by or through Dealer, including any solicitation by Dealer of any subscription other than in accordance with the terms of this Agreement and the Offering Materials, any representation made by Dealer other than as set forth in the Offering Materials furnished by the Seller specifically for use in connection with the Offering or any other misleading statement by Dealer or failure by Dealer to correct a misleading statement by Dealer in order to make such statement conform to the information contained in the Offering Materials. This indemnity agreement shall be in addition to any liability which Dealer may otherwise have.
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Related to Indemnity by Dealer

  • Confirmation by Dealer Dealer must provide written confirmation to the Fund that instructions have been executed. Dealer agrees to provide confirmation as soon as reasonably practicable, but not later than ten business days after the instructions have been executed.

  • Indemnity by Seller (a) Seller shall release, defend, indemnify and hold harmless Buyer, its directors, officers, agents, attorneys, representatives and Affiliates (“Buyer Group”) against and from any Indemnifiable Losses, which arise out of or relate to or are in any way connected with (i) the Seller’s delivery of the Product to Buyer, (ii) Seller’s or its Affiliates’ ownership, development, construction, operation and/or maintenance of the Project, including the Sites(s); (iii) Third Party Claims arising from Seller’s or its Affiliates’ actions or inactions, including Seller’s breach of this Agreement or other agreements related to the development, construction, ownership, operation or maintenance of the Project or Site; (iv) any environmental matters associated with the Project, including the disposal and transportation of Hazardous Substances by or on behalf of the Seller or at the Seller’s direction or agreement; (v) Third Party Claims arising under any agreement between Seller or its Affiliates ; or (vi) resulting from Seller’s or its Affiliates’ violation of any applicable Law, or requirements of Transmission Provider, Utility Distribution Company, NERC, WECC or Reliability Organization; in each case including any loss, claim, action or suit, for or on account of injury to, bodily or otherwise, or death of, persons, or for damage to or destruction or economic loss of property belonging to Xxxxx, Seller, Seller’s Affiliates, or others, excepting only such Indemnifiable Losses, to the extent solely caused by the willful misconduct or gross negligence of a member of the Buyer Group.

  • Designation by Dealer Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty only to the extent of any such performance.

  • Indemnity by Purchaser The Purchaser understands and acknowledges that the Company, its officers, directors, attorneys and agents are relying upon the representations, warranties and agreements made by the Purchaser to and with the Company herein and, thus hereby agrees to indemnify the Company, its officers and directors, agents, attorneys, and employees, and agrees to hold each of them harmless against any and all loss, damage, liability or exposure, including reasonable attorneys fee, that it or any of them may suffer, sustain, or incur by reason of or in connection with any misrepresentation or breach of warranty or agreement made by the Purchaser under this Agreement, or in connection with the sale or distribution by the Purchaser of the Shares in violation of the Act or any other applicable law.

  • Indemnity by Buyer Buyer shall release, indemnify and hold harmless Seller, its directors, officers, agents, and representatives against and from any and all loss, Claims, actions or suits, including costs and attorney’s fees resulting from, or arising out of or in any way connected with the Product delivered by Seller under this Agreement after the Delivery Point, including any loss, Claim, action or suit, for or on account of injury to, bodily or otherwise, or death of persons, or for damage to or destruction of property belonging to Buyer, Seller, or others, excepting only such loss, Claim, action or suit as may be caused solely by the willful misconduct or gross negligence of Seller, its Affiliates, or Seller’s and Affiliates’ respective agents, employees, directors or officers.

  • Indemnity by the Buyer The Buyer shall indemnify the Seller and its subsidiaries other than any Buyer Indemnitees and each of their respective officers, directors, employees, agents and representatives (the “Seller Indemnitees”) against and hold them harmless from, any Losses, suffered or incurred by such Seller Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, or breach of, any representation or warranty (without giving effect to any supplement to the schedules occurring after the date hereof or qualifications as to materiality or dollar amount or other similar qualifications), or a failure to perform or observe any covenant, agreement or obligation of, the Buyer in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Buyer.

  • Indemnity by the Company The Company agrees to indemnify, save and hold harmless each Arranger, each Issuing Bank, the Administrative Agent, the Syndication Agent and each Bank and their respective Related Parties (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action asserted by any third party or by the Company or any Borrower if the claim, demand, action or cause of action arises out of or relates to the Commitment, the use or contemplated use of proceeds of any Advance, any drawing under any Letter of Credit, any transaction contemplated by this Agreement, or any relationship or relationship alleged to exist by any Borrower, its Affiliates or any other third party of any Indemnitee to any Borrower related to this Agreement; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) of this Section 13.12; and (c) any and all liabilities, losses, costs or expenses (including reasonable attorneys’ fees and disbursements and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconduct as determined by final, nonappealable judgment of a court of competent jurisdiction. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify the Company, but the failure to so promptly notify the Company shall not affect the Company’s obligations under this Section 13.12 unless such failure materially prejudices the Company’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Company in writing, such Indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Company to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which the Company may be liable for payment of indemnity hereunder shall give the Company written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Company’s prior written consent. In connection with any claim, demand, action or cause of action covered by this Section 13.12 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel selected by the Indemnitees and reasonably acceptable to the Company; provided that, if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee and reasonably acceptable to the Company, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; provided further that the amount of the legal fees to be reimbursed by the Company shall be limited to an amount reasonably determined following consultation among the Company, the Administrative Agent, the Banks and their respective legal counsel, to be equal to the amount that would have been expended if the Indemnitees have been represented by one counsel. Any obligation or liability of the Company to any Indemnitee under this Section 13.12 shall survive the expiration or termination of this Agreement and the repayment of all Advances and the payment and performance of all other Obligations owed to the Banks. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.12 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company, its directors, equityholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. This Section 13.12 shall not apply to the extent that the losses, claims, demands, actions, causes of action, damages, liabilities or expenses relate to any Taxes (including withholding Taxes and Other Taxes) for which there may be an indemnification, reimbursement or other payment obligation imposed on the Company or any other Borrower pursuant to any other provision of this Agreement (including, without limitation, Sections 3.8 and 3.12). No party hereto or any Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

  • Indemnification of Company by the Underwriters Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company and its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Company Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of that Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information, and shall reimburse the Company Indemnified Parties for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. This indemnity agreement is not exclusive and will be in addition to any liability which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to the Company Indemnified Parties.

  • Indemnity by the Purchaser The Purchaser shall indemnify the Vendor’s Indemnified Parties and save them fully harmless against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatsoever to:

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