Wholesaler Indemnification Sample Clauses

Wholesaler Indemnification. Star2Star shall indemnify, defend and hold Wholesaler and its employees, members, officers, directors, representatives, and agents (collectively, "Wholesaler Indemnitees") harmless from and against any and all Losses arising out of any Claim asserted against any Wholesaler Indemnitee arising out of any Claim for damages to tangible property, intangible property, or bodily injury to or death of any person, including, but not limited to, Subscribers and employees of Wholesaler (including payment under any workers' compensation law or any plan for employee disability and death benefits) which may arise out of or be caused by the gross negligence or intentional act or omission of Star2Star or any of its employees, members, officers, directors.
Sample 1
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Wholesaler Indemnification. Sangoma shall indemnify, defend, and hold harmless Wholesaler and its managers, officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Wholesaler Indemnitees”) against any and all losses, damages, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and reasonable attorneys’ fees that are incurred by Wholesaler Indemnitees, arising out of any third party claim arising out of (i) any breach or non-fulfillment of any provision of the Agreement by Sangoma or its personnel, (ii) any grossly negligent or more culpable act or omission of Sangoma or its personnel in connection with the performance of its obligations under the Agreement.
Sample 1
Wholesaler Indemnification. Logically shall indemnify, defend and hold Wholesaler and its employees, members, officers, directors, representatives, and agents (collectively, "Wholesaler Indemnitees") harmless from and against all Losses arising out of any Claim asserted against any Wholesaler Indemnitee arising out of any Claim for damages to tangible property, intangible property, or bodily injury to or death of any person, including, but not limited to, Customers and employees of Wholesaler (including payment under any workers' compensation law or any plan for employee disability and death benefits) which may arise out of or be caused by the gross negligence or intentional act or omission of Logically or any of its employees, members, officers, directors.
Sample 1
Wholesaler Indemnification. Sangoma shall indemnify, defend and hold Wholesaler and its employees, members, officers, directors, representatives, and agents (collectively, "Wholesaler Indemnitees") harmless from and against all Losses arising out of any Claim asserted against any Wholesaler Indemnitee arising out of any Claim for damages to tangible property, intangible property, or bodily injury to or death of any person, including, but not limited to, Subscribers and employees of Wholesaler (including payment under any workers' compensation law or any plan for employee disability and death benefits) which may arise out of or be caused by the gross negligence or intentional act or omission of Sangoma or any of its employees, members, officers, directors.
Sample 1

Related to Wholesaler Indemnification

  • Customer Indemnification You will defend Us and Our Affiliates at Your expense, indemnify Us and Our Affiliates against any judgments finally awarded by a court, and pay any settlements approved by You with respect to any claims: (a) that Customer Data and/or Your method or process of doing or conducting business infringes any intellectual property rights of a third party; (b) arising from Your non-compliance with the Agreement, including Section 2 (Scope of Use); or (c) any circumstances arising under the Exclusions.

  • PATENT INDEMNIFICATION The Contractor agrees to assume the defense of and shall indemnify and save harmless the Owner and all persons acting for or on behalf of it from all suits and claims against them, or any of them, arising from or occasioned by the use of any material, Equipment or apparatus, or any part thereof which infringes or is alleged to infringe on any patent rights. In case such material, equipment or apparatus, or any part thereof, in any such suit is held to constitute infringement, the Contractor, within a reasonable time, shall at its own expense, and as the Owner may elect, replace such material, Equipment or apparatus with non-infringing material, Equipment or apparatus, or remove the material, equipment, or apparatus and refund the sums paid therefor.

  • Exculpation and Indemnification (a) No Member, Manager, Officer, employee or agent of the Company and no affiliate, stockholder, officer, director, employee or agent of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person or entity who is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct. (b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof. (c) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section. (d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by the person or entity as to matters the Covered Person reasonably believes are within such other person or entity’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. (e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person. (f) The foregoing provisions of this Section shall survive any termination of this Agreement.

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