Vendor’s Indemnification Sample Clauses

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 Navarre 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. 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 ▇▇▇▇▇’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. 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. At Vendor’s expense as provided herein, Vendor agrees to defend, indemnify, and hold harmless ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇ or any other party indemnified under this Section 21 (Indemnification) in cooperating in the defense of any such Vendor Indemnified Claim(s). ▇▇▇▇▇▇ shall: (A) give Vendor prompt written notice of such Vendor Indemnified Claim; and (B) once Vendor has unconditionally accepted the tender of ▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇ (other than with respect to monetary damages which are to be paid by Vendor pursuant to this Section) without ▇▇▇▇▇▇’▇ 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.

Vendor’s Indemnification. The Vendor will indemnify and save harmless each of the Purchaser, and its current and former directors, officers, employees and current and future affiliates (including the Company after the Closing Date) (the "PURCHASER'S INDEMNIFIED PERSONS") from and against: (a) any and all losses, claims, damages (including lost profits, consequential damages, interest, penalties, fines and monetary sanctions) liabilities and costs ("DAMAGES") incurred or suffered by the Purchaser's Indemnified Persons or any of them 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 Vendor contained or referred to in this Agreement or in any Ancillary Agreement; (b) any and all Damages arising from any: (1) assessment or re-assessment by a taxing authority of the Company or any of its Tax returns relating to a period ending prior to the WC Adjustment Date, except to the extent accrued for in the Final Working Capital Statement; or (2) Taxes payable by the Company or directly by the Purchaser as a result of a distribution of any Excluded Assets or any other transactions by the Company after the WC Adjustment Date described in Schedule 3.3(a), except to the extent such Taxes have been accounted for in the Final Working Capital Statement or the Purchase Price adjustment in subsection 2.5(h); provided however that the claim for any Damages incurred or suffered by the Purchaser's Indemnified Persons or any of them pursuant to this clause 8.2(b) shall be reduced by the following: (3) if the actual Taxes payable after taking into account any assessments or reassessments which reasonably relate to the disposition of the Excluded Assets are less than the amounts estimated in Schedule 3.3(a) as the Tax cost arising from those transactions, the difference between the Taxes payable as set out in the said schedule and the actual Taxes payable which reasonably relate to the disposition; and (4) if the actual Taxes saved after taking into account any assessments or reassessments which reasonably relate to the bonuses and/or forgiven employee loans as set out in Schedule 3.3(a) are more than the amount estimated in Schedule 3.3(a) as the Tax saving resulting from those transactions, the difference between the actual Taxes saved and the Taxes saved as set out in the said schedule; and (c) any and all payments made on account of liabilities of the Company, including continge...

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.