VENDOR’S INDEMNIFICATION. Vendor shall indemnify and hold the Company and its officers, employees, and agents harmless from any and all claims, liability, damages, losses and expenses arising from:
(a) any personal injury (or death) or damage of any property arising out of or relating in any way to any act or omission by Vendor in the performance of the Services under this Agreement;
(b) any taxes or other payments owed by Vendor to any governmental agency as a result of the Services provided hereunder, any compensation owed to any employee or subcontractor of Vendor the Services provided hereunder, or any determination that Vendor is not an independently established business; and
(c) any claim by a third party that the work or materials provided hereunder infringes a copyright, patent, trade secret or other intellectual property right of such third party.
VENDOR’S INDEMNIFICATION. Vendor shall indemnify, defend and hold harmless, Dealer, its Affiliates and its and their respective officers, directors, employees and agents from and against any and all losses, costs, obligations, liabilities, damages, actions, suits, causes of action, claims, subpoenas demands, settlements, judgments, and other expenses, (including but not limited to cost of defense, settlement, and reasonable attorney's fees) of whatever type or nature, including, but not limited to, damage or destruction to property, injury (including death) to any person or persons, which are asserted against, incurred, imposed upon or suffered by Dealer by reason of, or arising from (1) performance or the failure of Vendor (or any of its officers, directors, employees, agents, delegates or subcontractors) to perform under the terms of this Addendum, (2) the breach of this Addendum by Vendor (or any of its officers, directors, employees, agents, delegates or subcontractors), (3) the violation of any law, rule, regulation or authority by Vendor (or any of its officers, directors, employees, agents, delegates and subcontractors), and (4) the acts or omissions of Vendor (or any of its officers, directors, employees, agents, delegates and subcontractors) relating to the scope of the Addendum, including but not limited to claims relating to alleged infringement by Vendor or its Affiliates of third party patent, copyright, trademark or other proprietary rights.
VENDOR’S INDEMNIFICATION. Vendor will indemnify and hold harmless Purchaser and each of its directors, officers, employees, advisors, affiliates, agents and shareholders from and against any and all losses, damages, liabilities, costs, claims and expenses, including but not limited to attorney's fees, arising out of, based upon or resulting from:
(a) any claims against, or liabilities or obligations of, the Vendor or against the Purchased Assets other than the Assumed Liabilities;
(b) any inaccuracy of any representation or warranty or schedule of Vendor which is contained in or made pursuant to this Agreement;
(c) the non-compliance by Vendor with the provisions of any applicable bulk sales act governing the purchase and sale of the Purchased Assets;
(d) any tax liability of Vendor (other than sales and use taxes referred to in Section 3.2 of this Agreement) including, without limitation, any tax liability arising out of the failure of Vendor or Purchaser to comply with any provisions of the tax laws of the
(e) any breach by Vendor of any of its agreements, covenants, warranties or obligations contained in or made pursuant to this Agreement. Vendor shall have no obligation to indemnify Purchaser under this Section 14.1 for any breach of Vendor's representations and warranties made in or pursuant to this Agreement, until such time, if any, as the aggregate amount of the liabilities, losses, damages, claims costs and expenses arising out of such breach exceeds $50,000 and then only to the extent of such excess.
VENDOR’S INDEMNIFICATION. Vendor shall be solely responsible for the design, development, supply, production and performance of the Products. Vendor agrees to defend, indemnify, and hold harmless Distributor and its Customers from and against any and all claims, suits, demands, liabilities, losses, damages, reasonable attorneys’ fee and other costs and expenses (“Claim”) that may result, in whole or in part, from: (i) any infringement, or any claim of infringement, of any patent, trademark, copyright, trade secret or other proprietary right with respect to the Products; (ii) any warranty claim with respect to the Products or any breach by Vendor of this Agreement; and (iii) any injury or damage, including but not limited to, any personal or bodily injury or property damage, arising out of or resulting in any way from any defective Products.
VENDOR’S INDEMNIFICATION. The Vendors will indemnify and save harmless the Purchaser from and against any and all losses, claims, damages (including interest, penalties, fines and monetary sanctions) liabilities and costs ("DAMAGES") incurred or suffered by the Purchaser by reason of, resulting from, in connection with, or arising in any manner whatsoever out of the breach of any warranty or covenant or the inaccuracy of any representation of the Vendors contained or referred to in this Agreement or in any Ancillary Agreement.
VENDOR’S INDEMNIFICATION. The Vendors will indemnify and save harmless the Purchaser from and against any and all losses, claims, damages (including interest, penalties, fines and monetary sanctions) liabilities and costs ("Damages") incurred or suffered by the Purchaser by reason of, resulting from, in connection with, or arising in any manner whatsoever out of the breach of any warranty or covenant or the inaccuracy of any representation of the Vendors contained or referred to in this Agreement or in any Ancillary Agreement.
VENDOR’S INDEMNIFICATION. Vendor hereby indemnifies and holds harmless the Organizer, the State of Georgia, and its departments, agencies and instrumentalities and all of their respective officers, members, employees and directors (hereinafter collectively referred to as the "Indemnitees") from and against any and all claims, demands, liabilities, losses, costs or expenses, including attorneys' fees, due to liability to a third party or parties, for any loss due to bodily injury (including death), personal injury, and property damage arising out of or resulting from the use of this license.
VENDOR’S INDEMNIFICATION. Vendor agrees to defend, indemnify and hold harmless Buyer, and its successors, from and against any and all costs, suits, claims, losses, damages and expense (including attorney fees incurred in investigating and defending same) whether arising out of breach of any Vendor’s warranties, breach of contract, tort (negligence), allegedly defective material, or out of any act or omission of Vendor, its employees, agents or subcontractors. Vendor agrees that it will not enter into any settlement arising out of, or occurring in connection with this Order without Xxxxx’s prior written consent. Vendor agrees that it has and will keep in force adequate workers compensation, public liability and property damage insurance coverage to protect Buyer against such costs, suits, claims, losses, damages and expenses (including attorney fees). Vendor agrees to furnish certificates evidencing that coverage to Buyer if so requested.
VENDOR’S INDEMNIFICATION. Vendor will indemnify and hold harmless Purchaser and each of its directors, officers, employees, advisors, Affiliates, agents and shareholders from and against any and all losses, damages, liabilities, costs, claims and expenses, including but not limited to fees and expenses of counsel and expert witnesses (collectively, "Damages") , arising out of, based upon or resulting from:
(a) any claims against, or liabilities or obligations of, the Vendor or against the Purchased Assets other than the Assumed Liabilities; (b) any inaccuracy of any representation or warranty or schedule of Vendor or any of its Affiliates which is contained in or made pursuant to this Agreement or in any Ancillary Documents referred to in Section 12.4; (c) the non-compliance by Vendor with the provisions of any applicable bulk sales act governing the purchase and sale of the Purchased Assets;
VENDOR’S INDEMNIFICATION. At Vendor’s expense as provided herein, Vendor agrees to defend, indemnify, and hold harmless Xxxxxx and its directors, officers, agents, employees, members, subsidiaries and successors in interest from and against any claim, action, proceeding, liability, loss, damage, cost, or expense, including, without limitation, attorneys’ fees, experts’ fees and court costs, arising out of any claim by a third party (a) related to (i) Vendor’s breach of this Agreement (including a breach of the BAA); (ii) any injury to any person or persons or damage to tangible or intangible property caused by use of the Vendor System, but only to the extent that [*]; and/or (b) that Xxxxxx’x authorized use of the Services and/or Deliverables (collectively, the “Indemnified Items”) infringe that third party’s patent, copyright, trade secret or other intellectual property rights (collectively, “Vendor Indemnified Claim(s)”), including the payment of all amounts that a court or arbitrator awards or that Vendor agrees to in settlement of any such Vendor Indemnified Claim(s) as well as any and all reasonable expenses or charges as they are incurred by Xxxxxx or any other party indemnified under this Section 21 (Indemnification) in cooperating in the defense of any such Vendor Indemnified Claim(s). Xxxxxx shall: (A) give Vendor prompt written notice of such Vendor Indemnified Claim; and (B) once Vendor has unconditionally accepted the tender of Xxxxxx’x defense, allow Vendor to control, and fully cooperate with Vendor (at Vendor’s sole expense) in, the defense and all related negotiations. Vendor shall not enter into any stipulated judgment or settlement that purports to bind Xxxxxx (other than with respect to monetary damages which are to be paid by Vendor pursuant to this Section) without Xxxxxx’x express written authorization, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Vendor shall have no indemnity obligation for Vendor Indemnified Claims arising from use of the Indemnified Items in excess of the rights granted hereunder.
