Common use of Merchant Indemnification Clause in Contracts

Merchant Indemnification. Provided that Agent makes a written demand on Merchant for indemnification on or prior to December 31, 2010, Merchant shall indemnify and hold Agent and its officers, directors, employees, agents and independent contractors (collectively, “Agent Indemnified Parties”) harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys’ fees and expenses, directly or indirectly asserted against, resulting from, or related to: (a) Merchant’s material breach of or failure to comply with any of its agreements, covenants, representations or warranties contained in any Agency Document; (b) any failure of Merchant to pay to its employees any wages, salaries or benefits due to such employees during the Sale Term; (c) subject to Agent’s compliance with its obligations under Section 11.4 hereof, any failure by Merchant to pay any Sales Taxes to the proper taxing authorities or to properly file with any taxing authorities any reports or documents required by applicable law to be filed in respect thereof; (d) any consumer warranty or products liability claims relating to Merchandise; (e) any liability or other claims asserted by customers, any of Merchant’s employees, or any other person against any Agent Indemnified Party (including, without limitation, claims by employees arising under collective bargaining agreements, worker’s compensation or under the WARN Act); and (f) the gross negligence or willful misconduct of Merchant or any of its officers, directors, employees, agents or representatives.

Merchant Indemnification. Provided that Agent makes a written demand on Merchant for indemnification on or prior to December 31, 2010within one year following the Closing Date, Merchant shall indemnify and hold Agent and its officers, directors, employees, agents and independent contractors (collectively, “"Agent Indemnified Parties”") harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys’ ' fees and expenses, directly or indirectly asserted against, resulting from, or related to: (a) Merchant’s 's material breach of or failure to comply with any of its agreements, covenants, representations or warranties contained in any Agency Document; (b) any failure of Merchant to pay to its employees any wages, salaries or benefits due to such employees during the Sale Term; (c) subject to Agent’s 's compliance with its obligations under Section 11.4 12.3 hereof, any failure by Merchant to pay any Sales Taxes to the proper taxing authorities or to properly file with any taxing authorities any reports or documents required by applicable law to be filed in respect thereof; (d) any consumer warranty or products liability claims relating to Merchandise; (e) any liability or other claims asserted by customers, any of Merchant’s 's employees, or any other person against any Agent Indemnified Party (including, without limitation, claims by employees arising under collective bargaining agreements, worker’s 's compensation or under the WARN Act), except for Agent Claims; and (f) the gross negligence or willful misconduct of Merchant or any of its officers, directors, employees, agents or representatives.

Merchant Indemnification. Provided that Agent makes a written demand on Merchant for indemnification on or prior to December 31, 2010, Merchant shall indemnify and hold Agent and its officers, directors, employees, agents and independent contractors (collectively, “Agent Indemnified Parties”) harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys’ fees and expenses, directly or indirectly asserted against, resulting from, or related to: : (ai) Merchant’s material breach of or failure to comply with any of its agreements, covenants, representations or warranties contained in any Agency Document; ; (ii) subject to Agent’s satisfaction of its obligations pursuant to Section 4.1(a) and (b) hereof, any failure of Merchant to pay to its employees any wages, salaries or benefits due to such employees during the Sale Term; ; (ciii) subject to Agent’s compliance with its obligations under Section 11.4 8.3 hereof, any failure by Merchant to pay any Sales Taxes to the proper taxing authorities or to properly file with any taxing authorities any reports or documents required by applicable law to be filed in respect thereof; ; (d) any consumer warranty or products liability claims relating to Merchandise; (eiv) any liability or other claims asserted by customers, any of Merchant’s employees, or any other person against any Agent Indemnified Party (including, without limitation, claims by employees arising under collective bargaining agreements, worker’s compensation or under the WARN Act); and or (fv) the gross negligence (including omissions) or willful misconduct of Merchant Merchant, or any of its officers, directors, employees, employees agents or representatives.

Merchant Indemnification. Provided that Agent makes a written demand on Merchant for indemnification on or prior to December 31, 2010, Merchant shall indemnify and hold Agent and its officers, directors, employees, agents and independent contractors (collectively, “Agent Indemnified Parties”) harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys’ ' fees and expenses, directly or indirectly asserted against, resulting from, or related to: : (ai) Merchant’s material breach of or failure to comply with any of its agreements, covenants, representations or warranties contained in any Agency Document; ; (ii) subject to Agent’s satisfaction of its obligations pursuant to Section 4.1(a) and (b) hereof, any failure of Merchant to pay to its employees any wages, salaries or benefits due to such employees during the Sale Term; ; (ciii) subject to Agent’s 's compliance with its obligations under Section 11.4 8.3 hereof, any failure by Merchant to pay any Sales Taxes to the proper taxing authorities or to properly file with any taxing authorities any reports or documents required by applicable law to be filed in respect thereof; ; (d) any consumer warranty or products liability claims relating to Merchandise; (eiv) any liability or other claims asserted by customers, any of Merchant’s 's employees, or in connection with the performance of the terms of this Agreement any other person against any Agent Indemnified Party (including, without limitation, claims by employees arising under collective bargaining agreements, worker’s 's compensation or under the WARN Act); and or (fv) the gross negligence (including omissions) or willful misconduct of Merchant Merchant, or any of its officers, directors, employees, employees agents or representatives.

Merchant Indemnification. Provided that Agent makes a written demand on Merchant for indemnification on or prior to December 31, 2010, Merchant shall indemnify and hold Agent and its officers, directors, employees, agents and independent contractors (collectively, “Agent Indemnified Parties”) harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys’ fees and expenses, asserted directly or indirectly asserted against, against Agent resulting from, or related to: (a) Merchant’s material breach of or failure to comply with any of its agreements, covenants, representations or warranties contained in any Agency Document; (b) subject to Agent’s performance and compliance with its obligations pursuant to Sections 4.1(b) and 4.1(c) and Section 9 hereof, any failure of Merchant to pay to its employees any wages, salaries or benefits due to such employees during the Sale TermTerm or other claims asserted against Agent by Merchant’s employees resulting from Merchant’s (and not Agent’s) treatment of its employees; (c) subject to Agent’s compliance with its obligations under Section 11.4 8.3 hereof, any failure by Merchant to pay any Sales Taxes to the proper taxing authorities or to properly file with any taxing authorities any reports or documents required by applicable law to be filed in respect thereof; (d) any consumer warranty or products liability claims except to the extent such claims arise from representations made by the Agent relating to Merchandisethe Merchandise or FF&E; (e) any liability or other claims asserted by customers, any of Merchant’s employees, or any other person against any Agent Indemnified Party (including, without limitation, claims by employees arising under collective bargaining agreements, worker’s compensation or under the WARN Act); and (f) the gross negligence or willful misconduct of Merchant or any of its officers, directors, employees, agents (other than Agent) or representatives.

Merchant Indemnification. Provided that Agent makes a written demand on Merchant for indemnification on or prior to December 31, 2010, Merchant shall indemnify and hold Agent and its officers, directors, employees, agents and independent contractors (collectively, “"Agent Indemnified Parties”") harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys’ ' fees and expenses, asserted directly or indirectly asserted against, against Agent resulting from, or related to: (a) Merchant’s 's material breach of or failure to comply with any of its agreements, covenants, representations or warranties contained in any Agency Document; (b) subject to Agent's performance and compliance with its obligations pursuant to Sections 4.1(b) and 4.1(c) and Section 9 hereof, any failure of Merchant to pay to its employees any wages, salaries or benefits due to such employees during the Sale TermTerm or other claims asserted against Agent by Merchant's employees resulting from Merchant's (and not Agent's) treatment of its employees; (c) subject to Agent’s 's compliance with its obligations under Section 11.4 8.3 hereof, any failure by Merchant to pay any Sales Taxes to the proper taxing authorities or to properly file with any taxing authorities any reports or documents required by applicable law to be filed in respect thereof; (d) any consumer warranty or products liability claims relating to Merchandise; (e) any liability or other claims asserted by customers, any of Merchant’s employees, or any other person against any Agent Indemnified Party (including, without limitation, claims by employees arising under collective bargaining agreements, worker’s compensation or under the WARN Act); and (f) the gross negligence or willful misconduct of Merchant or any of its officers, directors, employees, agents (other than Agent) or representatives.

Merchant Indemnification. Provided that Agent makes a written demand on Merchant for indemnification on or prior to December 31, 2010, Merchant shall indemnify and hold Agent and its officers, directors, employees, agents and independent contractors (collectively, “"Agent Indemnified Parties”") harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys’ ' fees and expenses, directly or indirectly asserted against, resulting from, or related to: (ai) Merchant’s 's material breach of or failure to comply with any of its agreements, covenants, representations or warranties contained in any Agency Document; (bii) any failure of Merchant to pay to its Retained Employees or other employees responsible for Central Administrative Services, any wages, salaries or benefits due to such employees during the Sale Term; (ciii) subject to Agent’s 's compliance with its obligations under Section 11.4 8.3 hereof, any failure by Merchant to pay any Sales Taxes to the proper taxing authorities or to properly file with any taxing 37 authorities any reports or documents required by applicable law to be filed in respect thereof; (div) any consumer warranty or products liability claims relating to MerchandiseMerchandise or Merchant Consignment Goods; (ev) any liability or other claims asserted by customers, any of Merchant’s 's employees, or any other person against any Agent Indemnified Party (including, without limitation, claims by employees arising under collective bargaining agreements, worker’s 's compensation or under the WARN Act), except for Agent Claims; and (fvi) the gross negligence or willful misconduct of Merchant or any of its officers, directors, employees, agents or representatives.

Merchant Indemnification. Provided that Agent makes a written demand on Merchant for indemnification on or prior to December 31, 2010, Merchant shall indemnify and hold Agent and its officers, directors, employees, agents and independent contractors (collectively, “Agent Indemnified Parties”) harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys’ fees and expenses, directly or indirectly asserted against, resulting from, or related to: : (ai) Merchant’s material breach of or failure to comply with any of its agreements, covenants, representations or warranties contained in any Agency Document; ; (ii) subject to Agent’s satisfaction of its obligations pursuant to Section 4.1(a) and (b) hereof, any failure of Merchant to pay to its employees any wages, salaries or benefits due to such employees during the Sale Term; ; (ciii) subject to Agent’s compliance with its obligations under Section 11.4 8.3 hereof, any failure by Merchant to pay any Sales Taxes to the proper taxing authorities or to properly file with any taxing authorities any reports or documents required by applicable law to be filed in respect thereof; ; (d) any consumer warranty or products liability claims relating to Merchandise; (eiv) any liability or other claims asserted by customers, any of Merchant’s employees, or in connection with the performance of the terms of this Agreement any other person against any Agent Indemnified Party (including, without limitation, claims by employees arising under collective bargaining agreements, worker’s compensation or under the WARN Act); and or (fv) the gross negligence (including omissions) or willful misconduct of Merchant Merchant, or any of its officers, directors, employees, employees agents or representatives.

Merchant Indemnification. Provided that Agent makes a written demand on Merchant for indemnification on or prior to December 31, 2010, Merchant shall indemnify and hold Agent and its officers, directors, employees, agents and independent contractors (collectively, “Agent Indemnified Parties”) harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys’ fees and expenses, directly or indirectly asserted against, resulting from, or related to: : (ai) Merchant’s material breach of or failure to comply with any of its agreements, covenants, representations or warranties contained in any Agency Document; ; (bii) subject to Agent’s performance and compliance with its obligations hereunder, any failure of Merchant to pay to its employees any entitled wages, salaries or benefits due to such employees during the Sale Term; Term and such payment remains uncured by Merchant, (ciii) subject to Agent’s compliance with its obligations under Section 11.4 hereofhereunder, any failure by Merchant to pay any Sales Taxes to the proper taxing authorities or to properly file with any taxing authorities any reports or documents required by applicable law Applicable Law to be filed in respect thereof; , (div) any consumer warranty or products liability claims except to the extent such claims arise from representations made by the Agent relating to the Merchandise; , and (ev) any liability the negligence (including omissions), willful misconduct or other claims asserted by customers, any unlawful acts of Merchant’s employees, or any other person against any Agent Indemnified Party (including, without limitation, claims by employees arising under collective bargaining agreements, worker’s compensation or under the WARN Act); and (f) the gross negligence or willful misconduct of Merchant or any of its officers, directors, employees, employees agents or representatives.

Merchant Indemnification. Provided that Agent makes a written demand on Merchant for indemnification on or prior to December 31, 2010, Merchant shall indemnify and hold Agent and its officers, directors, employees, agents and independent contractors (collectively, “"Agent Indemnified Parties”") harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys’ ' fees and expenses, directly or indirectly asserted against, resulting from, or related to: (ai) Merchant’s 's material breach of or failure to comply with any of its agreements, covenants, representations or warranties contained in any Agency Document; (bii) Subject to Agent's compliance with its obligations under Section 9.3 hereof, any failure of Merchant to pay to its employees any wages, salaries or benefits due to such employees during the Sale Term; (ciii) subject Subject to Agent’s 's compliance with its obligations under Section 11.4 8.3 hereof, any failure by Merchant to pay any Sales Taxes to the proper taxing authorities or to properly file with any taxing authorities any reports or documents required by applicable law to be filed in respect thereof; (div) any consumer warranty or products liability claims relating to Merchandise; (ev) any liability or other claims asserted by customers, any of Merchant’s 's employees, or any other person against any Agent Indemnified Party (including, without limitation, claims by employees arising under collective bargaining agreements, worker’s 's compensation or under the WARN Act), except for Agent Claims; and (fvi) the gross negligence or willful misconduct of Merchant or any of its officers, directors, employees, agents or representatives.