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.
Appears in 2 contracts
Samples: Master Service Agreement, Master Service Agreement for Medical or Health Consulting Services
Supplier’s Indemnity. Supplier SUPPLIER shall indemnify, defend, indemnify and hold harmless PurchaserDISTRIBUTOR, its parentshareholders, subsidiaries and affiliates, and each of their respective agentsmanagers, officers, employeesdirectors, successors, assigns, agents and indemnitees employees (the “Indemnified PartiesDISTRIBUTOR Indemnitees”), from and ) harmless on an after-Tax basis against any and all third party losses, costs, damages, claims, liabilities, finesTaxes (excluding recoverable Sales Tax), penalties, costs and expenses including reasonable attorney’s fees (including, without limitation, attorneys’ and other professional fees and expenses, any mediation, arbitration, and court costs, incurred in connection with “Claim”) resulting from 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: following:
(1) actual or alleged bodily or mental the personal injury to or death of any person; person or any property damage to the extent caused by the defective design and/or manufacture of a Product or inadequate warnings or instructions, or the failure of a Product to meet its Product specification;
(2) damage to any act or loss of use of property of Purchaser, Supplieromission, or breach of this Agreement due to the negligence or wilful misconduct, by SUPPLIER or any third party; of its managers, officers, directors, Sub-Contractors, agents, employees, directors or officers contrary to Applicable Law;
(3) any contractual liability owed by Purchaser to SUPPLIER’s transportation, storage, use and handling of a third party; or Product in compliance with this Agreement;
(4) any breach the negligent or wilful misconduct of or inaccuracy in SUPPLIER relating to the covenants, representations, and warranties made by Supplier under the Agreement; or Product;
(5) any violation material breach by Supplier or any subcontractor SUPPLIER of any ordinance, regulation, rule, or law of the United States or any political subdivision or duly constituted public authoritySUPPLIER’s representations and warranties set forth in this Agreement; or or
(6) any lien act of omission by SUPPLIER which would constitute a violation of ANNEX A Anti-Corruption Laws, in each case as determined by a court or encumbrance arising out arbitrator of competent jurisdiction or in connection with performance of Supplieras agreed by the Parties. SUPPLIER’s obligations under the Agreement; provided, however, that Supplier’s indemnity obligations indemnification under this Article 8(A) Section 14.1 shall not apply to any Losses Claim to the extent such Losses are found that it is directly and/or indirectly related to have been caused by the negligence negligent activities, reckless misconduct or willful intentional misconduct of any of the Indemnified Partiesattributable to DISTRIBUTOR, its Sub-Contractors or its employees, directors or officers.
Appears in 2 contracts
Samples: Distribution Agreement (Valneva SE), Distribution Agreement (Valneva SE)
Supplier’s Indemnity. To the fullest extent permitted by law, 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 or brought 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 is directly or indirectly 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(A9(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.
Appears in 1 contract
Samples: Master Service Agreement
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 Work, and/or the actions or omissions of Supplier and/or its subcontractors, 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, any Subcontractor, 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 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(A10(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.
Appears in 1 contract
Samples: Master Service Agreement
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 Work, and/or the actions or omissions of Supplier and/or its subcontractorsSubcontractors, 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, any Subcontractor, 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 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(A10(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.
Appears in 1 contract
Samples: Master Service Agreement
Supplier’s Indemnity. Supplier 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.
Appears in 1 contract
Samples: Master Service Agreement
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 Suppliers indemnity obligations under this Article 8(A9(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.
Appears in 1 contract
Samples: Terms and Conditions for Purchase of Materials, Equipment, and Related Services
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(A9(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.
Appears in 1 contract
Samples: Master Service Agreement