Indemnity by Supplier. (a) Supplier shall defend, indemnify and hold harmless Tesla from and against any and all third party claims, demands, suits, actions, losses, penalties, damages (whether actual, punitive, consequential or otherwise), authorized settlements, and all other liabilities and associated costs and expenses, including attorney’s fees, expert’s fees, costs of investigation and other costs of litigation (all of the foregoing being collectively called “Indemnified Liabilities”), arising out of or relating to (i) Supplier’s breach of any provision of the Agreement; (ii) any negligent, grossly negligent or intentional acts, errors or omissions by Supplier, its employees, officers, agents or representatives, except to the extent caused by the negligence or intentional misconduct of Tesla; or (iii) strict liability or products liability with respect to or in connection with the Items; (iv) any claim by a Sub-tier Supplier against Tesla relating to goods or services provided to Supplier; or (v) the actual or alleged infringement or misappropriation of patent, copyright, trademark, trade secret rights, confidential information, proprietary rights, or other rights of a third party, (collectively, a “Third Party IP Right”), except to the extent that the infringement or misappropriation was unavoidably caused by Supplier’s compliance with a detailed design furnished and required by Tesla. The indemnity by Supplier in favor of Tesla shall extend to Tesla, its officers, directors, employees, agents and representatives and shall include, and is intended to include, indemnified liabilities which are determined by a court of competent jurisdiction to be the [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. result of acts or omissions of Supplier as a joint tortfeasor. If Supplier is liable only as a joint tortfeasor, then Supplier’s liability shah not extend to that portion of liability determined by the court to be the result of acts or omissions of Tesla. In addition to Supplier’s obligations as to Indemnified Liabilities that arise under clause (v), Supplier shall, at Tesla’s option (1) procure for Tesla and its customers the right to continue to use, sell and resell any affected Item, (2) with respect to a claim for infringement, modify the affected items so that it is no longer infringing, or (3) replace any affected Items with a non-infringing g...
Indemnity by Supplier. Subject to the limitation set forth --------------------- in Section 9.9, with respect to Rejected Quantities not distributed to third parties and the provisions of Section 21.5 below, Supplier shall indemnify, defend and hold GWI and each GWI Affiliate who receives a Product subject to indemnity hereunder and their respective directors, officers, employees and agents (each a "GWI Indemnitee") harmless from and against all Losses arising from, based upon or caused by the failure of any Products to conform to the Specifications prior to placement with the carrier, or Supplier's (a) negligence or willful misconduct, including any such negligence or willful misconduct which results in an event described in Section 9.6 (in which case the Losses of GWI to be indemnified by Supplier, subject to Section 9.7(d), may also include the price paid by GWI to Supplier for such an affected Product and all costs incurred by GWI in connection therewith, including any implementation, storage and destruction costs), (b) failure to obtain, maintain or comply in any respect with any of its Consents which are required to perform any of its obligations hereunder or under other Legal Requirements, the Environmental Laws or the FD&C Act, (c) material breach of any of Supplier's covenants, obligations, representations or warranties under this Agreement or(d) destruction of any Product by Supplier in accordance with the terms of this Agreement. The foregoing indemnification obligations shall not apply in each case to the extent any particular Loss is a direct result of (i) the negligence or intentional misconduct of a GWI Indemnitee; (ii) a breach by GWI of a representation or covenant hereunder or under the Purchase Agreement; (iii) any failure by GWI to comply with the FD&C Act or the provisions of Section 10.1 of this Agreement; or (iv) Supplier's compliance with the Specifications or an order of a Governmental Body directed to Supplier specifically regarding its compliance with CGMPs, the FD&C Act, Environmental Laws or Legal Requirements or (v) the sale, use or administration of any Product to the extent that after shipment by Supplier and through no fault or breach by Supplier hereunder, such Products (a) have been altered or adulterated, (b) have not been maintained in accordance with CGMP, applicable transportation, storage, handling or maintenance requirements, (c) have been damaged by negligence or accident or (d) have been damaged by acts of nature, vandalism, burglary, n...
Indemnity by Supplier. Supplier shall defend, indemnify and hold harmless Buyer from and against, and shall solely and exclusively bear and pay, any and all claims, suits, losses, penalties, damages (whether actual, punitive, consequential or otherwise) and all liabilities and the associated costs and expenses (including attorney's fees, expert's fees, and costs of investigation (all of the foregoing being collectively called "Indemnified Liabilities"), caused in whole or in part by Supplier's breach of any term or provision of this Agreement, or in whole or in any part by any negligent, grossly negligent or intentional acts, errors or omissions by Supplier, its employees, officers, agents or representatives in the performance of this Agreement or that are for, that are in the nature of, or that arise under, strict liability or products liability with respect to or in connection with the Items. The indemnity by Supplier in favor of Buyer shall extend to Buyer, its officers, directors, agents, and representatives and shall include and is intended to include Indemnified Liabilities which arise from or are caused by, in whole or in part, the concurrent negligence, including negligence or gross negligence of Supplier but shall not extend to Indemnified Liabilities to the extent such are caused by the negligence or willful misconduct of Buyer. Supplier assumes no liability under this warranty for system failures, personal injury or property damage resulting from improper operation, improper maintenance, abuse or modifications from the original product specifications or configuration on the part of Buyer, it's customers, agents and other third parties.
Indemnity by Supplier. SUPPLIER shall indemnify, hold harmless, and at Mobileye’s request, defend Mobileye, its officers, directors, direct and indirect customers, agents, employees, and licensees against all claims, liabilities, damages, losses and expenses, including, reasonable attorneys’ fees, arising out of or relating to any breach by SUPPLIER any term or condition of this Agreement. any negligence or willful misconduct of SUPPLIER or its agents, any defect in manufacture of Products in accordance with the provisions of this Agreement (other than those caused by designs or SOW manufacturing instructions provided by Mobileye, or by the use of a third party component that Mobileye requires SUPPLIER to use notwithstanding SUPPLIER’s objection to the use thereof) (collectively, “Mobileye Requirements”), and any alleged or actual violation of any third party intellectual property right by any Component, equipment or service provided by SUPPLIER, other than those caused by Mobileye Requirements. Subject to the provisions of this Agreement, such cost and damages shall not include punitive or consequential damages, lost revenue or profits; but for example, a claim by a customer which is a fleet of heavy trucks or other commercial vehicles, for losses, costs and damages resulting from inability to use the said vehicle as a result of the said failure, shall be included under SUPPLIER’s liability. SUPPLIER shall not settle any suit or claim without Mobileye’s prior written approval which shall not be unreasonably withheld. Without limitation of the foregoing, SUPPLIER agrees to pass through to Mobileye and its direct and indirect customers and licensees all warranties and indemnity coverage provided by SUPPLIER’s suppliers. Should any Product, Component or service provided by SUPPLIER not included in the Mobileye Requirements be enjoined or be the subject of any legal proceeding or should grounds for any of the foregoing exist, SUPPLIER shall, at is sole cost and expense and in Mobileye’s sole discretion, either (i) substitute fully equivalent non-infringing Components, Products or services; (ii) modify the Components, Product or services so that they no longer infringe but remain fully functionally equivalent; (iii) obtain for Mobileye, its distributors, subcontractors, customers or licensees the right to continue using the Products, Component or service; or (iv) if none of the foregoing is possible, refund all amounts paid for the Infringing Products, Components or services.
Indemnity by Supplier. Supplier shall defend, indemnify and hold harmless Netafim (and its officers, directors, agents and representatives and affiliates) from and against any and all claims, suits, losses, penalties, damages (whether actual, punitive, consequential or otherwise) and associated costs and expenses (including attorney's fees, expert's fees, and costs of investigation) and all liabilities that are caused in whole or in part by: (a) any actual or alleged infringement of any Rights and Encumbrances; (b) any breach by Supplier of this Agreement; (c) any negligent, grossly negligent or intentional act, error or omission by Supplier, its employees, officers, agents or representatives in the performance of this Agreement; (d) any act or omission of Supplier, its employees or agents in connection with the performance of any Purchase Order; or (e) any claims that are for, in the nature of, or that arise under warranty, strict liability or product liability with respect to or in connection with the Items. Nothing in this section shall limit any other remedy of Netafim.
Indemnity by Supplier. Supplier agrees to indemnify, defend and hold harmless the Eligible Recipients and their respective officers, directors, employees, agents, representatives, successors, and assigns from any and all Losses and threatened Losses due to non-Party claims arising from or in connection with any of the following:
Indemnity by Supplier. Supplier shall indemnify Michaels, its Affiliates and their respective directors, officers and employees from, and defend and hold Michaels harmless from and against, any Losses suffered, incurred or sustained by Michaels or to which Michaels becomes subject, resulting from, arising out of or relating to any third party claim:
(a) that the Services, Supplier Software, Supplier Equipment, Commissioned Materials, Work Product and any other resources or items used by Supplier or furnished to Michaels by Supplier or Supplier Agents in the provision of the Services (collectively, “Materials”) infringe upon the proprietary or other rights of any third party (except to the extent such claim is based on: (i) a modification to the Materials: (A) by Michaels or Michaels Agents (other than Supplier); or (B) that was not made by or at the written direction of the Supplier; (ii) compliance by Supplier with written specifications provided by Michaels; (iii) Michaels’ combination of the Materials with items not provided or recommended by Supplier; (iv) Michaels’ use of the Materials other than in a manner that is permitted by this Agreement; or (v) infringement arising from any Michaels Software or Michaels Owned Material: provided, that the exclusions described in clauses (i)(B) and (ii) will not apply in the event that Supplier knew, or ought to have known, that such materials infringed upon the proprietary or other rights of a third party);
(b) relating to the Services or this Agreement brought by a Supplier Agent or personnel thereof, including any disputes between Supplier and Supplier Agents;
(c) by a Supplier customer to whom Supplier provides services from a Supplier Service Location, which claim relates to any Michaels Data at such location or Supplier’s provision of Services to Michaels from such location;
(d) relating to the inaccuracy, untruthfulness or breach of any representation or warranty made by Supplier in Article 22;
(e) relating to Supplier’s or Supplier Agents’ failure to obtain, maintain or comply with the Supplier Consents and Supplier Governmental Approvals or to comply with the Consents;
(f) relating to: (i) a violation of Law for the protection of persons or members of a protected class or category of persons by Supplier or Supplier Agents, including unlawful discrimination; (ii) accrued employee benefits not expressly retained by Michaels; (iii) any representations, oral or written, made by Supplier or Supplier Agents to Michaels employees or ...
Indemnity by Supplier. Supplier agrees to indemnify, defend and hold harmless (i) Kraft and its Affiliates, Altria and its Affiliates (even if Altria ceases to be an Affiliate of Kraft) and the Eligible Recipients (excluding the Eligible Recipients identified in clauses (h) and (i) in the definition of Eligible Recipients); and (ii) all of their respective officers, directors, employees, agents, representatives, successors and assigns, from any and all Losses and threatened Losses due to third party claims (the Eligible Recipients, other than those in clauses (h) and (i) in the definition of such term, and Affiliates of a Party shall not be deemed third parties for purposes of this Section 17.1 except as provided in Section 17.1.9) arising from or in connection with any of the following:
Indemnity by Supplier. Supplier shall defend, indemnify and hold harmless Applied from and against, and shall solely and exclusively bear and pay, any and all claims, suits, losses, penalties, damages (whether actual, consequential or otherwise) and all liabilities and the associated costs and expenses, including attorney's fees, expert's fees, and costs of investigation (all of the foregoing being collectively called "Indemnified Liabilities"), which (i) are caused in whole or in part by Supplier's breach of any term or provision of the Agreement, (ii) are caused in whole or in part by any negligent, grossly negligent or intentional acts, errors or omissions by Supplier, its employees, officers, agents or representatives in the performance of the Agreement, or (iii) are caused by, or result from, in whole or in part, the possession, use or operation of the Tooling. This indemnity of Supplier shall not extend to liabilities and damages that are caused by the negligence or willful misconduct of Applied. Notwithstanding the foregoing, Applied acknowledges and agrees that the Module Supplier Agreement entered into this day between the Parties governs all matters relating to Items (as defined therein) delivered to Applied which are produced by K*Tec through the use of the Tooling or otherwise.
Indemnity by Supplier. Suppler at all tunes will indemnify and hold harmless iShop from any and all loss, claim, damage, liability or other expense (including reasonable attorney's fees) that iShop or any of its respective employees, agents or independent contractors may incur from a claim .against them by any person, firm, corporation or other entity for libel, slander, infringement of patent, copyright or trademark or violation of privacy, product defect: or any other rights arising from or as a result of: i) the services provided by Supplier hereunder, or ii) by reason of Supplier a breach of any representation hereunder, or iii) by any of Supplier's employees, agents or independent contractors hereunder.
