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.
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:
Supplier’s Indemnity. SUPPLIER shall defend, indemnify and hold DISTRIBUTOR, its shareholders, managers, officers, directors, agents and employees (the “DISTRIBUTOR Indemnitees”) harmless on an after-Tax basis against any and all third party losses, damages, claims, liabilities, Taxes (excluding recoverable Sales Tax), costs and expenses including reasonable attorney’s fees (“Claim”) resulting from the following:
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. 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. 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:
Supplier’s Indemnity. 15.1 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. 17.1 Supplier agrees to indemnify, defend and hold harmless Buyer and its Related Companies and their respective directors, officers, employees, representatives, agents, successors and assigns, from and against any claims, losses, damages, liabilities, causes of action, suits, costs and expenses, including all reasonable attorneys' fees and disbursements of counsel and expenses of investigation, finally awarded against Buyer or its Related Companies arising out of or related to (a) any claims, actions, suits or proceedings alleging that any Products that Buyer purchases or otherwise receives from Supplier infringe any patent, trade secret, copyright or other intellectual property rights of any third party and (b) any claims, actions, suits or proceedings whether in tort, contract or otherwise alleging personal injury or death, or any damage to any property, caused or allegedly caused by any negligent act or omission by Supplier or any defect in any Products that Buyer purchases or otherwise receives from Supplier. Notwithstanding the foregoing, Supplier is not obligated to defend or settle any such suit and is not obligated to pay any such damages or costs, if such claim arises out of (i) a combination of the Supplier's technology with technology not supplied by the Supplier or (ii) a modification, alteration or amendment of the Supplier's Technology. In the event that any Products are alleged to be infringing, Supplier agrees, in its sole discretion and at its own expense, to (i) procure for Buyer the right to continue to use such Products, (ii) replace such Products with noninfringing products that comply with Section 16.1 above, or (iii) modify such Products so that they become noninfringing and continue to comply with Section 16.1 above.
Supplier’s Indemnity. 16.1 The Supplier must indemnify the Company, Company directors, officers and employees from and against liability for all loss, damage or injury to persons or property arising directly or indirectly with this Contract or in connection with the Works, and which has been caused by the Supplier, the Supplier’s servants, employees, agents or contractors, including for any loss suffered by any of them. Claims and limitations of liability
