Supplier’s Indemnity Obligation Sample Clauses

Supplier’s Indemnity Obligation. In the event a third party brings a claim or asserts liability against Applied alleging that Items or the work product of Services ("Work Product"), as provided by Supplier under this Agreement, or the manufacture, use, sale or offer for sale of such Items or Work Product by Applied or the use of same by Applied's customers infringes, misappropriates or otherwise violates third party IP Rights (an "Applied Third Party Claim"), SUPPLIER SHALL DEFEND, INDEMNIFY AND OTHERWISE HOLD HARMLESS APPLIED against such Applied Third Party Claim, including the payment of reasonable fees and expenses of any attorneys and other professionals employed by Applied in accordance with Article 22(f) in defending the Applied Third Party Claim and the payment of any judgment finally awarded against Applied or the payment of any settlement amount agreed to by Supplier to settle such Applied Third Party Claim. Supplier will not be liable for any settlement of an Applied Third Party Claim made by Applied without Supplier's consent, except as provided in Article 22(h) below.
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Supplier’s Indemnity Obligation. Supplier agrees to indemnify, hold harmless and defend Buyer, its affiliates, and each of its officers, directors, shareholders, managers, members, partners, agents, employees, successors and permitted assigns (the “Supplier Indemnified Parties”) from and against any claims, demands and losses arising on account of: (a) bodily injuries, death or damage to property, to the extent that the same results from the fault, negligent act or omission, or willful misconduct of Supplier and Supplier Responsible Party, and not from the fault, negligent act or omission, or willful misconduct of Buyer, its affiliates or its personnel, (b) the breach of the ESA by Supplier or Supplier Responsible Party, (c) the violation of any Applicable Laws or Permits by Supplier or Supplier Responsible Party, or (d) any taxes for which Supplier or its affiliates is responsible.
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Supplier’s Indemnity Obligation. Subject to Article 10, Supplier shall defend, indemnify and hold harmless Purchaser (including its directors, officers, employees and agents) against any liability, judgments, damages, expenses or loss resulting from any Third Party Claims to the extent based upon (a) the gross negligence or willful misconduct or omission of Supplier or its officers, directors, agents, representatives, employees, or subcontractors, (b) Supplier’s breach of any of its representations, warranties, covenants or obligations under this Agreement, or (c) any actual or alleged infringement or violation of any third party intellectual property to the extent resulting exclusively from practice or use of Supplier Background IP or Supplier Foreground IP; except in each case to the extent resulting from or caused by any activities set forth in Article 9.1 for which Purchaser is obligated to indemnify Supplier.
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Supplier’s Indemnity Obligation. Subject to Section 9.3 and Section 10.2, Supplier shall defend, indemnify and hold harmless Purchaser (including its directors, officers, employees and agents) from and against any Losses resulting from any Third Party Claims to the extent such Losses arise directly or indirectly out of: (a) the negligence or willful misconduct or omission of Supplier or its officers, directors, agents, representatives, employees, or subcontractors; (b) Supplier’s breach of any of its representations, warranties, covenants or obligations under this Agreement; (c) any product liability or personal injury claims arising out of or in connection with or as a result of the use of the Product, provided that such product liability or personal injury claims are due to the Product failing to meet the Product Warranty set forth in Section 8.2; (d) Supplier’s use of any proprietary manufacturing process of Supplier, except with respect to each of subsections (a), (b), (c), or (d) above, to the extent such Losses are caused by any activities set forth in Section 9.1for which Purchaser is obligated to indemnify Supplier under Section 9.1 [Purchaser’s Indemnity Obligation].
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Related to Supplier’s Indemnity Obligation

  • Indemnity Obligations (a) Parent shall indemnify and hold harmless SpinCo from and against, and will reimburse SpinCo for, (i) all liability for Taxes allocated to Parent pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to Parent pursuant to Section 6.7, (iii) all Taxes, Tax Related Costs and Expenses and Tax Related Losses (without duplication) to the extent arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the Parent Group pursuant to this Agreement and (iv) the amount of any Refund received by any member of the Parent Group that is allocated to SpinCo pursuant to Section 2.5(a). (b) Without regard to whether a Post-Distribution Ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything to the contrary in this Agreement, SpinCo shall indemnify and hold harmless Parent from and against, and will reimburse Parent for, (i) all liability for Taxes allocated to SpinCo pursuant to Article II, (ii) all Tax Related Costs and Expenses allocated to SpinCo pursuant to Section 6.7, (iii) all liability for Taxes, Tax Related Costs and Expenses and Tax Related Losses (without duplication) arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the SpinCo Group pursuant to this Agreement, (iv) the amount of any Refund received by any member of the SpinCo Group that is allocated to Parent pursuant to Section 2.5(a) and (v) any Distribution Taxes and Tax Related Losses attributable to a Prohibited Act, or otherwise attributable to a SpinCo Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied). To the extent that any Tax, Tax Related Costs and Expenses or Tax Related Loss is subject to indemnity pursuant to both Section 5.1(a) and Section 5.1(b), responsibility for such Tax, Tax Related Costs and Expenses or Tax Related Loss shall be shared by Parent and SpinCo according to relative fault as determined by Parent in its sole and absolute discretion. The amount of any liability for Taxes which are indemnifiable pursuant to this Section 5.1(b)(iii) and (v) shall be determined, in Parent’s sole and absolute discretion, without regard to any Tax Attributes of the Parent Group or the Parent Business.

  • Indemnification Obligations Subject to the limitations set forth in this Agreement, each Fund severally and not jointly agrees to indemnify and hold harmless the Custodian and its nominees from all loss, damage and expense (including reasonable attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian on behalf of such Fund in the performance of its duties and obligations under this Agreement; provided however, that such indemnity shall not apply to loss, damage and expense occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian or its nominee. In addition, each Fund agrees severally and not jointly to indemnify any Person against any liability incurred by reason of taxes assessed to such Person, or other loss, damage or expenses incurred by such Person, resulting from the fact that securities and other property of such Fund's Portfolios are registered in the name of such Person; provided however, that in no event shall such indemnification be applicable to income, franchise or similar taxes which may be imposed or assessed against any Person.