Indemnity by Vendor. Vendor agrees to indemnify and hold harmless the Purchaser and his affiliates (collectively, the “Purchaser Indemnified Parties”), from and against, and to reimburse the Purchaser Indemnified Parties with respect to, any and all loss, damage, liability, claims, cost and expense, including reasonable attorneys’ and accountants’ fees, (each, a “Loss”, or collectively, “Losses”) incurred by the Purchaser Indemnified Parties by reason of or arising out of or in connection with (i) the breach of any representation or warranty contained in Section 2 hereof or (ii) the failure of the Vendor to perform any agreement required by this Agreement to be performed by it. The Purchaser agrees to give prompt written notice to Vendor of the allegation by any third party of the existence of any liability, obligation, contract, other commitment or state of facts referred to in this Section 5.1. Vendor shall be entitled to control the contest, defense, settlement or compromise of any such claim (including engagement of counsel in connection therewith), at its own cost and expense, including the cost and expense of reasonable attorneys’ fees in connection with such contest, defense, settlement or compromise, and the Purchaser shall have the right to participate in the contest, defense, settlement or compromise of any such claim at its own cost and expense, including the cost and expense of attorneys’ fees in connection with such participation. Notwithstanding the foregoing, Vendor shall not settle or compromise any such claim without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, provided, that such consent shall not be required in the event that the settlement or compromise includes an unconditional and complete release of the Purchaser Indemnified Parties and does not provide for any ongoing obligations of the Purchaser.
Indemnity by Vendor. Vendor shall indemnify AMEX from, and defend AMEX, its parent, and their respective employees, agents, and affiliates, from and against any liability or expenses (including reasonable attorneys' fees, expert witness fees, expenses, and costs of settlement) arising out of or relating to any claim [***]. Vendor shall indemnify AMEX from any costs and expenses incurred in connection with the enforcement of this Section 23.02.
Indemnity by Vendor. (a) IP Claims
(i) Vendor will: (A) at its expense defend any Company Indemnitee against any IP Claim; and (B) indemnify such Company Indemnitee by paying the damages, costs, and attorneys’ fees with respect to the IP Claim that are either awarded against such Company Indemnitee in a final, non-appealable court judgment, or required to be paid by such Company Indemnitee in a settlement of the IP Claim that Vendor has agreed to in writing.
(ii) The obligations of the Vendor set forth in this Section 19.1(a) will not apply to an IP Claim if the alleged infringement or misappropriation is based on, caused by, or results from: (A) Vendor’s compliance with any of Company’s designs, specifications, or instructions; (B) modification of the item of Vendor Material other than by Vendor; (C) use of the item of Vendor Material other than as provided by or in violation of this Master Agreement; (D) use of other than the latest version of the item of Vendor Material that Vendor has made available or provided to Company subsequent to a reasonable period of time to do so after such availability or provision thereof; or (E) combination or use of the item of Vendor Material with any material (including, without limitation, product or service, if and as applicable) not provided by Vendor.
(iii) If an intellectual property infringement or misappropriation allegation is brought or threatened against an item of Vendor Material, or Vendor believes that such an allegation may be brought or threatened, Vendor may: (A) obtain a license for the item of Vendor Material; (B) modify the item of Vendor Material; or (C) replace the item of Vendor Material with substantially similar material (including, without limitation, product or service, if and as applicable). If Vendor in its discretion determines that none of the foregoing is available on a reasonable basis, then if the item of Vendor Material is a Service, Vendor may upon notice cease providing the Service and refund the unused portion of any prepaid fee for the Service, or if the item of Vendor Material is not a Service, upon notice from Vendor the Company (or the Company Indemnitee, if and as applicable) will promptly return the item of Vendor Material to Vendor, and Vendor will refund the price paid to Vendor by the Company (or the Company Indemnitee, if and as applicable) for the item of Vendor Material, less depreciation on a five-year straight-line basis.
(iv) THIS SECTION 19.1(a) SETS FORTH VENDOR’S ENTIRE OBLIGATIONS, AND ...
Indemnity by Vendor. Subject to section 10.3 the Vendor shall:
a. be liable to the Purchaser for all loses, costs, damages and expenses whatsoever which the Purchaser may suffer, sustain pay or incur, and
b. indemnify and save the Purchaser and its directors, officers, servants, agents and employees harmless from and against all claims, liabilities, actions, proceedings, demands, losses. costs, damages and expenses whatsoever which may be brought against or suffered by the purchaser, its directors, officers, servants, agents or employees or which they may sustain, pay or incur; as a direct result of any matter or thing arising out of, resulting from, attributable to or connected with the Assets and occurring prior to the Effective Date, except any losses, costs, damages, expenses, claims, liabilities, actions, proceedings and demands to the extent that the same either are reimbursed (or reimbursable) by insurance maintained by the Purchaser or are caused by the gross negligence or willful misconduct of the Purchaser, its directors, officers, servants, agents, employees or assigns. The indemnity granted by the Vendor herein, however is not a title warranty and does not provide an extension or any representation or warranty contained in Article 5. Notwithstanding any provision herein, the liability of the vendor and the indemnity hereby granted by the Vendor to the Purchaser shall only apply with respect to claims made within one (1) year following the Closing Date.
Indemnity by Vendor. Vendor shall indemnify Customer from, and defend and hold Customer harmless from and against, any Losses suffered, incurred or sustained by Customer or to which Customer becomes subject, resulting from, arising out of or relating to any claim:
(1) arising from the Customer Data, provided that such claim is due to Vendor’s breach of Law or a duty hereunder;
(2) relating to personal injury (including death) or third party property loss or damage resulting from Vendor’s or Vendor Agents’ acts or omissions;
(3) relating to any amounts, including taxes, interest and penalties, assessed against Customer which are the obligation of Vendor;
(4) relating to a breach of Articles 10, 16, 17 or 18 of the Business Associates Agreement set forth in Exhibit 12. Vendor shall indemnify Customer from any costs and expenses, including reasonable attorney fees, incurred in connection with the enforcement of this Section.
Indemnity by Vendor. Vendor will defend, indemnify and hold harmless the Company and its affiliates and Customers (and their respective employees, directors, agents, and representatives) (the "Company Indemnified Persons") from and against any and all claims, costs, damages, judgments and expenses (including reasonable attorneys' fees) (“Damages”) arising out of any third party claim, action or proceeding (collectively, “Claim”) to the extent such Claim is based on (a) any actual or alleged breach of the Vendor’s representations or warranties set forth in this Section 17 or its obligations under the Agreement, (b) any actual or alleged infringement of any intellectual property rights (including, without limitation, patents, copyrights, trademarks, service marks, trade names, trade dress, proprietary logos or insignia or other source or business identifiers) by the Products, the Vendor Content, or any technology or system used by Vendor in its performance hereunder, and (c) any other injury, harm or damage caused by the Products (including the advertisement, offer, sale or return of the Products and claims based upon product liability or personal injury), the Vendor Content or other information, data, materials or other items provided or made available by Vendor under the Agreement.
Indemnity by Vendor. (a) The Vendor shall indemnify and hold harmless DTOR and its directors, officers, agents, employees and shareholders (collectively, the “Indemnified Parties”) from and against all Claims, whether or not arising due to third party Claims, which may be made or brought against the Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of or in connection with or relating to:
(i) any non-fulfillment or breach of any covenant or agreement on the part of the Vendor or contained in this Agreement or other document furnished by or on behalf of the Vendor or pursuant to this Agreement;
(ii) any misrepresentation or any incorrectness in or breach of any representation or warranty of the Vendor or contained in this Agreement; and
(b) The obligations of the Vendor under Section 5.1(a) shall terminate on the date which is three (3) years from the Effective Date.
Indemnity by Vendor. The Vendor, subject to Completion, indemnifies and must keep indemnified the Purchaser against all Liabilities incurred or Claims in connection with any failure by the Vendor to perform all obligations under, or comply with the terms of, any Non Freehold Land Contract for the period prior to Completion provided that no claim may be made by the Purchaser under this clause 9.1 for any amount for which it is given credit under the Final Apportionment Statement. The Vendor agrees to account to the Purchaser for all the sums received by the Vendor in respect of any Non Freehold Land Contract which relates to the period following Completion.
Indemnity by Vendor. Subject to the limitations in clause 8.3, the Vendor indemnifies and holds harmless the Purchaser in respect of any liability of a Group Company to pay any VAT (or equivalent tax) in Germany which arose prior to Completion in connection with any supplies made to or by any company within the Daimler Chrysler group including, for the avoidance of doubt, any related fines, interest or penalties arising in connection with such supplies (unless such amount is already recovered by the Purchaser under the Tax Deed or has been provided for in the Completion Accounts).
Indemnity by Vendor. The Vendor shall indemnify the Purchaser and each other member of the Purchaser’s Group against all liabilities, losses, charges, costs, expenses, penalties, claims, demands and reasonable legal and other professional fees and costs whatsoever directly or indirectly in connection with the Employees arising from the Employee Transfer including any failure to comply with any duty to inform or consult trade union and/or employee representatives under the Employment Regulations in connection with the Employee Transfer provided always that this indemnity does not extend to liabilities, losses, charges, costs, expenses, penalties, claims, demands and legal and other professional fees and costs:
(a) to the extent that the same are caused by or contributed to by the Purchaser’s failure accurately and fully to supply employment information and/or inform the Vendor of such measures it intends to take in respect of the Employees for the purposes of consultation as set out at Clause 11.2 above; and/or
(b) to the extent that the same are caused by or contributed to by any closure of or measures taken in relation to the Aberdeen and Bristol stores or the matters set out in the “Amendment to and Extension of Agreed Term Sheet” dated 15 February 2006 and more particularly item 6 of that document regarding the Watford and Stirling stores; and/or
(c) incurred as a result of the Purchaser making any unauthorised approach to any supplier of the Company prior to Completion, including, but not limited to, any approach to Streamline or Keenpack.
