Supplier’s Indemnity. Supplier shall indemnify, defend, and hold harmless Purchaser, its parent, subsidiaries and affiliates, and each of their respective agents, officers, employees, successors, assigns, and indemnitees (the “Indemnified Parties”), from and against any and all losses, costs, damages, claims, liabilities, fines, penalties, and expenses (including, without limitation, attorneys’ and other professional fees and expenses, any mediation, arbitration, and court costs, incurred in connection with the investigation, defense, and settlement of any claim asserted against any Indemnified Party or the enforcement of Supplier’s obligations under this Article (collectively, “Losses”)) which any of the Indemnified Parties may suffer or incur, arising out of or related to the Work and/or the actions or omissions of Supplier and/or its subcontractors, including Losses relating to: (1) actual or alleged bodily or mental injury to or death of any person; or (2) damage to or loss of use of property of Purchaser, Supplier, or any third party; or (3) any contractual liability owed by Purchaser to a third party; or (4) any breach of or inaccuracy in the covenants, representations, and warranties made by Supplier under the Agreement; or (5) any violation by Supplier or any subcontractor of any ordinance, regulation, rule, or law of the United States or any political subdivision or duly constituted public authority; or (6) any lien or encumbrance arising out of or in connection with performance of Supplier’s obligations under the Agreement; provided, however, that Supplier’s indemnity obligations under this Article 8(A) shall not apply to any Losses to the extent such Losses are found to have been caused by the negligence or willful misconduct of any of the Indemnified Parties.
Supplier’s Indemnity. (1) At Supplier’s expense and as described herein, Supplier agrees to defend and indemnify (as set forth in (2) below) Gap, its Affiliates, and its subcontractors (and their respective directors, officers, agents, and employees) from and against any third party claims, actions, or proceedings (and liability, damages, costs, or expenses arising under such third party claims, actions, or proceedings) arising out of, or in connection with, any alleged act or failure to act by Supplier or its directors, officers, agents, or employees which has caused, or which is alleged to have caused (including, without limitation, negligent or willful misconduct): (i) any injury to any person or persons or damage or loss to tangible property, (ii) a breach the provisions of Sections 36.3 (Non-Disclosure and Non-Use), 36.4 (Treatment of Gap Data), 36.6 (Return of Proprietary or Confidential Information), 36.7 (Solicitation of Gap Customers) and 36.9 (Residual Knowledge) relating to Supplier’s use of confidential information owned or controlled by Gap, or (iii) Supplier’s breach of a Supplier Regulatory Requirement set forth in Section 29.11 (Compliance with Laws) ((i), (ii), and (iii) above are individually each, and collectively all, referred to for purposes of this Section 35.7A (Supplier’s Indemnity) as “Supplier Third Party Claim(s)”). For avoidance of doubt, if a Gap employee suffers personal injury because of Supplier and brings a claim in his or her individual capacity, then such claims shall be deemed a third party claim.
(2) Supplier shall pay all amounts that a court finally awards to a third party or that Supplier agrees to in settlement with a third party of any such Supplier Third Party Claim(s), as well as any and all reasonable attorneys’ fees and costs of investigation arising from such Supplier Third Party Claim(s) incurred by Gap or any other party indemnified under this Section 35.7A (Supplier’s Indemnity) associated with such Supplier Third Party Claim and incurred prior to Supplier’s assumption of the defense against any Supplier Third Party Claim. After Supplier assumes the defense against any Supplier Third Party Claim in accordance with this Section, Supplier shall not be responsible for the payment of expenses or charges incurred by Gap in connection with such Supplier Third Party Claim, except:
(a) to the extent Supplier pre-approves any such charge or expense after Supplier assumes control of the defense of such Supplier Third Party Claim, provided...
Supplier’s Indemnity. The Supplier shall indemnify, keep indemnified and hold harmless TUK from and against all losses (including loss of profits, interruption of business, depletion of goodwill and similar losses), costs, fines, liabilities, damages and expenses (including legal and other professional fees and expenses), howsoever caused, awarded against, or incurred or paid by, TUK as a result of or in connection with: (a) any liability for personal injury or death; (b) any claim made against TUK in respect of any liability, loss, damage, injury, cost or expense sustained by TUK 's employees or agents or by any customer or third party; (c) any liability, loss, damage, cost or expense arising from any breach by the Supplier or the Supplier’s Personnel of any Applicable Law; (d) any alleged or actual infringement, whether or not under English law, of any third party's Intellectual Property Rights or other rights arising out of TUK’s use or supply of any Goods or any products of the Services; (e) any loss of or damage to property; (f) any loss of profit, bargain, business, revenue, contract, use or goodwill, or any liability for any person for any of those losses, in each case where caused by, relating to or arising from any breach, negligent performance or failure or delay in performance of this Agreement by the Supplier or anyone acting on the Supplier’s behalf. In the event of any such claim, TUK shall take reasonable steps to mitigate any liabilities, costs, proceedings, damages and expenses.
Supplier’s Indemnity. Supplier will indemnify, defend and hold harmless Lannett, its Affiliates, its and their successors and assigns, and its and their officers, directors, employees, agents and contractors (individually and collectively, the “Lannett Indemnitees”) from and against any and all Losses resulting from third-party claims against any Lannett Indemnitee, including, but not limited to, any prosecution or action whatsoever by any governmental body or agency or by any private party, and will, at Supplier’s sole cost and expense, including reasonable attorneys’ fees and court costs, defend each Lannett Indemnitee against claims for Losses that may be asserted against any Lannett Indemnitee by any such third party, relating to or arising out of, directly or indirectly from: (a) Supplier’s breach of any of its representations, warranties, covenants or other obligations set forth in this Agreement; (b) the negligence, gross negligence or willful misconduct of Supplier or any of its officers, directors, employees, agents, contractors or Affiliates; (c) the condition of any Product sold, supplied or delivered to Lannett under this Agreement, including any defect in material, workmanship, design, manufacturing or formulary; (d) any warnings and instructions, or lack thereof, for any Product; (e) the possession, distribution, sale and/or use of, or by reason of the seizure of, any Product; (f) any actual or asserted violation(s) of the FD&C Act or any other federal, state or local law, rule or regulation by virtue of which any Product sold, supplied or delivered to Lannett under this Agreement is alleged or determined to be adulterated, misbranded, mislabeled or otherwise not in full compliance with, or in contravention of, any federal, state or local law, rule or regulation; (g) any actual or alleged infringement of the Product, the use of the Product, the manufacture, processing and/or sale of the Product infringes upon any proprietary or Intellectual Property Rights of any third party, including the infringement of any trademarks, service marks, trade names, trade secrets, patents, or copyrights; and/or (h) any actual or asserted violations of product liability with respect to the Product.
Supplier’s Indemnity. Supplier hereby agrees to indemnify and hold Buyer, its officers, directors and shareholders harmless from and against any and all damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including but not limited to attorneys' fees) arising, directly or indirectly, out of any action or failure to act by Supplier, its employees or agents or any negligence, breach of this Agreement, or misrepresentation, on the part of Supplier, its employees or agents. Notwithstanding anything contained this Agreement to the contrary, Buyer shall only be entitled to recover direct and incidental damages and not consequential damages.
Supplier’s Indemnity. Except to the extent that the Liabilities are caused by the Company’s negligent acts or omissions or wilful misconduct, the Supplier will be liable for and will indemnify the Company, and its Personnel against, and must pay the Company an amount equal to, all Liabilities suffered or incurred by the Company or its Personnel arising out of or in connection with:
(a) any Third Party Claims;
(b) the performance or non-performance of the Supplier’s obligations under this Agreement or otherwise in connection with the acts or omissions of the Supplier or the Supplier's Personnel (including any negligent act or omission or wilful misconduct) in connection with the supply of the Goods or otherwise under this Agreement;
(c) the presence of the Supplier or any of its Personnel on or about the Site;
Supplier’s Indemnity. The Supplier must indemnify and keep indemnified the Customer and the State of New South Wales and each of their officers, employees and agents (“those indemnified”) from and against all actions, proceedings, claims, demands, costs, losses, damages and expenses (including reasonable legal costs and expenses), which may be brought against, made upon, or suffered or incurred by any of those indemnified arising directly or indirectly as a result of or in connection with:
Supplier’s Indemnity. Supplier shall indemnify, defend, and hold harmless Purchaser, its parent, subsidiaries and affiliates, and each of their respective agents, officers, employees, successors, assigns, and indemnitees (the “Indemnified Parties”) from and against any and all losses, costs, damages, claims, liabilities, fines, penalties, and expenses (including, without limitation, attorneys’ and other professional fees and expenses, any mediation, arbitration, and court costs, incurred in connection with the investigation, defense, and settlement of any claim asserted against any Indemnified Party or the enforcement of Supplier’s obligations under this Article (collectively, “Losses”)), which any of the Indemnified Parties may suffer or incur arising out of or related to the Goods, and/or the actions or omissions of Supplier and/or its subcontractors, including Losses relating to: (1) actual or alleged bodily or mental injury to or death of any person; or (2) damage to or loss of use of property of Purchaser, Supplier, or any third party; or (3) any contractual liability owed by Purchaser to a third party; or
Supplier’s Indemnity. Supplier shall defend, indemnify, and hold harmless Boeing, its subsidiaries, and their respective directors, officers, employees, and agents (hereinafter referred to as "Indemnitees") from and against all actions, causes of action, liabilities, claims, suits, judgments, liens, awards, and damages, of any kind and nature whatsoever (hereinafter referred to as "Premises Claims"), for property damage, bodily injury, or death (including, without limitation, claims of the employees of Supplier or any Subcontractor) and expenses, costs of litigation (including without limitation clerk, paralegal, and expert witness costs), and reasonable attorneys' fees related thereto, or incident to establishing the right to indemnification, whether or not specifically awardable under any court rules, arising out of or in any way related to the performance of the Agreement by Supplier or any Subcontractor, or their respective employees, including, without limitation, the provision of services, personnel, facilities, equipment, support, supervision, or review, to the extent such Premises Claims arise from any negligent act or omission or willful misconduct of Supplier or any Subcontractor, or their respective employees. Supplier expressly waives any immunity under industrial insurance, whether arising from Title 51 of the Revised Code of Washington, or any other statute or source, to the extent of the indemnity set forth in this paragraph. In no event shall Supplier's obligations hereunder be limited to the extent of any insurance available to or provided by Supplier or any Subcontractor.
Supplier’s Indemnity. The Supplier is liable for and agrees to indemnify and keep indemnified Flinders Council, its officers, employees, agents, contractors and consultants against all Loss (including legal costs and expenses on a solicitor/own client basis), liability (including for any liability for loss or damage to property, or injury or death to any person) and claims, actions or demands by any person, arising directly or indirectly from or in connection with any one or more of the following:
(a) the supply of the Product by the Supplier including without limitation the transport and shipping of the Product;
(b) the breach of any provision of this Agreement by the Supplier or any of the Supplier’s Personnel;
(c) the breach of any Legislative Requirement by the Supplier or any of the Supplier’s Personnel;
(d) the breach of, or any failure to have or maintain, any required licences, Approvals, authorisations or permits in respect of the supply of the Products or this Agreement by the Supplier or any of the Supplier’s Personnel;
(e) any act, omission or negligence of the Supplier or any of the Supplier’s Personnel in respect of this Agreement; or
(f) any liability of the Supplier or any of the Supplier’s Personnel to pay any tax, duty, levy, impost or other charge arising in relation to the supply of the Product, except to the extent that any loss, liability or claim is caused or contributed to by any act, omission, negligence or default of Flinders Council.
