Vendor Indemnity. The Vendor will indemnify, defend, and hold harmless the Purchaser from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Purchaser by reason of, resulting from, based upon or arising out of (i) any misrepresentation, misstatement or breach of warranty of Vendor contained in or made pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement; or (ii) the breach or partial breach by the Vendor of any covenant or agreement of the Vendor made in or pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement.
Vendor Indemnity. Vendor, at its own expense, agrees to indemnify, defend and hold harmless Prudential, its assignees, directors, officers, employees and agents, from and against any action brought against any of the indemnified parties with respect to any claim, loss, demand, cause of action, debt, liability, penalty or fines, including legal fees and expenses, to the extent based upon:
7.1.1 a claim that any Services, Vendor Tools or any other software or other material provided, used or delivered by Vendor hereunder infringes or violates any patents, copyrights, trade secrets, licenses, or other property rights of any third party;
7.1.2 personal injury or property damage caused by the fault or negligence of Vendor;
7.1.3 any breach of the terms and warranties provisions contained herein or willful, intentional or negligent actions or failures by Vendor or its agents hereunder;
7.1.4 a claim that any Employee or any person provided to Prudential by Vendor to perform Services under this Agreement is a Prudential employee and not an Employee, including, but not limited to: (1) any taxes Prudential is required to pay on behalf of any Employee; (2) the cost of any employee benefits Prudential is required to provide to or pay for on behalf of any Employee; (3) any claim, lawsuit, or proceeding brought by Vendor's Employees against Prudential based upon the employer-employee relationship; and (4) breach by any Employee of any of the provisions of this Agreement, including, but not limited to, the provisions regarding subcontractors looking only to Vendor for payment for services which may be rendered.
7.1.5 relating to any duties or obligations of Vendor accruing before or after the Effective Date of this Agreement between Vendor and any third party;
7.1.6 relating to the inaccuracy or untruthfulness of any representation or warranty contained in this Agreement; and
7.1.7 relating to vendor's breach of any of its obligations under Section 3 or Section 8.3 of the Agreement.
Vendor Indemnity. (a) The Vendor will indemnify and hold the Owner and its affiliates, partners, directors, officers, agents and employees (the "Indemnitees") harmless from and against all third party claims, demands suits, proceedings, damages, costs, expenses, liabilities, including, without limitation, reasonable legal fees (collectively, "Liabilities") brought against or incurred by any Indemnitee for (i) injury to persons, or (ii) loss or damage to any property, or (iii) any other liability, resulting from any act or omission, of the Vendor in the performance of this Agreement. If the Vendor and the Owner jointly cause such Liabilities, the Parties will share the liability in proportion to their respective degree of causal responsibility.
(b) The Vendor's obligation to indemnify under subsection 9.1
(a) with respect to any Liability will not arise unless the Indemnitee (i) notifies the Vendor in writing of such potential Liability within a reasonable time after the Indemnitee is aware of such potential Liability; provided that the lack of providing such notice will not affect the Vendor's obligation hereunder (A) if the Vendor otherwise has actual knowledge of such Liability and (B) unless such lack of notice is the cause of the Vendor being unable to adequately and reasonably defend such Liability, (ii) gives the Vendor the opportunity and authority to assume the defense of and settle such Liability, subject to the provisions set forth below, and (iii) furnishes to the Vendor all such reasonable information and assistance available to the Owner (or other Indemnities) as may be reasonably requested by the Vendor and necessary for the defense against such Liability. The Vendor will assume on behalf of the Indemnitee and conduct in good faith the defense of such Liability with counsel (including in-house counsel) reasonably satisfactory to the Indemnitee; provided that the Indemnitee will have the right to be represented therein by advisory counsel of its own selection and at its own expense. If the Indemnitee will have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Vendor, the Indemnitee will have the right to select separate counsel reasonably satisfactory to the Vendor to participate in the defense of such action on its own behalf at such Indemnitee's expense. In the event the Vendor fails, after written demand by such Indemnitee, to defend any Liability as t...
Vendor Indemnity. Subject to the provisions of this Section 20, the Vendor shall [***].
Vendor Indemnity. 41 9.2 Vendor Damages for Fraud............................... 43 9.3
Vendor Indemnity. Vendor agrees to release Sprint, irrevocably and forever, and will defend, pay all judgments, expenses, and costs (including attorney's fees) and generally indemnify, defend and hold Sprint harmless from all liability, suit, claim or proceeding ("claims") resulting from the performance or non-performance of this Agreement brought against Sprint by any person for any damage, loss or destruction of any kind, including, without limitation, loss to any property or for any personal injury, including, without limitation, death, defamation and invasion of privacy, to any person, including without limitation any personnel of Sprint or Vendor, if the loss, destruction, injury or death results or allegedly results, in whole or in part, from the act, negligence, error, omission or willful misconduct or breach of this Agreement by Vendor.
Vendor Indemnity. In addition to the indemnification obligations set forth in the “Indemnification” Article of the MSBA, Vendor will defend, indemnity and hold harmless Lowe’s Indemnitees from and against any and all third-party liabilities, damages, losses, claims, demands, assessments, actions, causes of action, and costs (including attorneys’ fees and expenses), arising out of or resulting from the receipt or use by Lowe’s of the Catalog Information, or the exercise of Lowe’s rights hereunder, including, but not limited to, a violation of any third party’s Intellectual Property Rights.
Vendor Indemnity. Vendor shall defend, indemnify and hold Distributor harmless against any and all damages, cost, liabilities, expenses (including reasonable attorneys' fees) and settlement amounts incurred in connection with any suit, claim or action by any third party resulting from any breach (or any claim that, if true, would constitute a breach) of Vendor's representations, warranties or covenants set forth in Section 9.1 above; provided, however, Vendor's obligation to indemnify Distributor hereunder is subject to Distributor: (a) giving Vendor prompt written notice of any such claim; (b) giving Vendor control over the defense and settlement of any such claim; (c) providing reasonable cooperation for the defense of any such claim, at Vendor's expense; and (d) not entering information any settlement or compromise of any such claim without Vendor's prior approval.
Vendor Indemnity. Without prejudice to the Purchaser's other remedies at law or hereunder the Vendor shall indemnify and keep indemnified the Purchaser and each of the Companies (as the case may be) in respect of and to the extent of any damage, loss or expense claimed, incurred or suffered by reason of any matter or thing at any time being found to be other than as warranted, represented or agreed to in this agreement or any failure by the Vendor to perform its obligations under this agreement except to the extent that indemnification is for breach of the Tax Warranties.
Vendor Indemnity. Subject to Section 9.5 below and to the limitations, exclusions and exceptions in Article 10, Vendor, at its own expense, shall indemnify, defend (or pay for the defense) and hold harmless Customer, and its directors, officers, employees and agents (collectively, the “Customer Indemnitees”), from and against and with respect to Indemnified Damages relating to or arising from any claim, demand, suit, action or proceeding (collectively, a “Claim”) brought by a third party (a person which is not an Affiliate of any Customer Indemnitee) against any of the Customer Indemnitees to the extent based upon:
(a) Vendor’s or its agents’ (including its Affiliates’ and Permitted Subcontractors’) breach of Vendor’s warranties in Section 8.1 and Section 8.2;
(b) Vendor’s or its agents’ (including its Affiliates’ and Permitted Subcontractors’) fraud or willful misconduct; or
(c) Vendor’s or its agents’ (including its Affiliates’ and Permitted Subcontractors’) breach of Article 5 or Article 6 above.
