Common use of Agent Indemnification Clause in Contracts

Agent Indemnification. Agent shall indemnify and hold Merchant and its officers, directors, employees, agents and representatives harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys' fees and expenses, directly or indirectly asserted against, resulting from, or related to: (i) Agent's material breach of or failure to comply with any of its agreements, covenants, representations or warranties contained in any Agency Document; (ii) any harassment or any other unlawful, tortious or otherwise actionable treatment of any employees or agents of Merchant by Agent or any of its representatives; (iii) any claims by any party engaged by Agent as an employee or independent contractor arising out of such employment; (iv) any Agent Claims; and (v) the gross negligence or willful misconduct of Agent or any of its officer, directors, employees agents or representatives.

Appears in 2 contracts

Sources: Agency Agreement (Luria L & Son Inc), Agency Agreement (Luria L & Son Inc)

Agent Indemnification. Agent shall indemnify and hold Merchant and its officers, directors, employees, agents and representatives harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys' fees and expenses, directly or indirectly asserted against, resulting from, or related to: (i) Agent's material breach of or failure to comply with any of its agreements, covenants, representations or warranties contained in any Agency Document; (ii) any harassment or any other unlawful, tortious tortuous or otherwise actionable treatment of any employees or agents of Merchant by Agent or any of its representatives; (iii) any claims by any party engaged by Agent as an employee or independent contractor arising out of such employment; (iv) any Agent Claims; and (v) the gross negligence or willful misconduct of Agent or any of its officer, directors, employees employees, agents or representatives.

Appears in 2 contracts

Sources: Agency Agreement (Solo Serve Corp), Agency Agreement (Solo Serve Corp)

Agent Indemnification. Agent shall indemnify and hold Merchant and its officers, directors, employees, agents and representatives harmless from form and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys' fees and expenses, directly or indirectly asserted against, resulting from, from or related to: (ia) Agent's ’s material breach of or failure to comply with any of its agreements, covenants, representations or warranties contained in any Agency Document; (iib) any harassment or any other unlawful, tortious or otherwise actionable treatment of any employees or agents of Merchant by Agent or any of its representatives; (iiic) any claims by any party engaged by Agent as an employee or independent contractor arising out of such employment; (ivd) any Agent Claims; Claims and (ve) the gross negligence or willful misconduct of Agent or any of its officer, directors, employees employees, agents or representatives.

Appears in 1 contract

Sources: Agency Agreement (Wet Seal Inc)

Agent Indemnification. Agent shall indemnify and hold Merchant --------------------- and its officers, directors, employees, agents and representatives harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys' fees and expenses, directly or indirectly asserted against, resulting from, or related to: (i) Agent's material breach of or failure to comply with any of its agreements, covenants, representations or warranties contained in any Agency Document; (ii) any harassment or any other unlawful, tortious or otherwise actionable treatment of any employees or agents of Merchant by Agent or any of its representatives; (iii) any claims by any party engaged by Agent as an employee or independent contractor arising out of such employment; (iv) any Agent Claims; and (v) the gross negligence or willful misconduct of Agent or any of its officer, directors, employees agents or representatives.

Appears in 1 contract

Sources: Agency Agreement (Montgomery Ward Holding Corp)

Agent Indemnification. The Agent shall indemnify and hold the Merchant and its officers, directors, employees, agents agents, and representatives harmless from and against all claims, demands, penalties, losses, liability liability, or damage, including, without limitation, reasonable attorneys' fees and expenses, directly or indirectly asserted against, resulting from, or related to: (i) Agent's ’s material breach of or failure to comply with any of its agreements, covenants, representations representations, or warranties contained in any Agency Sale Document; ; (ii) any harassment or any other unlawful, tortious tortious, or otherwise actionable treatment of any employees customers, employees, or agents of the Merchant by Agent or any of its representatives; ; (iii) any claims by any party engaged by Agent as an employee or independent contractor arising out of such employment; ; and (iv) any Agent Claims; and (v) the gross negligence (including omissions) or willful misconduct of Agent or any of its officer, directors, employees agents agents, or representativesrepresentative.

Appears in 1 contract

Sources: Asset Purchase Agreement

Agent Indemnification. The Agent shall indemnify and hold the Merchant and its officers, directors, employees, agents agents, and representatives harmless from and against all claims, demands, penalties, losses, liability liability, or damage, including, without limitation, reasonable attorneys' fees and expenses, directly or indirectly asserted against, resulting from, or related to: (i) Agent's ’s material breach of or failure to comply with any of its agreements, covenants, representations representations, or warranties contained in any Agency Sale Document; ; (ii) any harassment or any other unlawful, tortious tortious, or otherwise actionable treatment of any employees customers, employees, or agents of the Merchant by Agent or any of its representatives; ; (iii) any claims by any party engaged by Agent as an employee or independent contractor arising out of such employment; ; and (iv) any Agent Claims; and (v) the gross negligence (including omissions) or willful misconduct of Agent or any of its officer, directors, employees agents employees, agents, or representativesrepresentative.

Appears in 1 contract

Sources: Agency Agreement

Agent Indemnification. Agent shall indemnify and hold Merchant --------------------- and its officers, directors, employees, agents agents, representatives and representatives independent contractors harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys' fees and expenses, directly or indirectly asserted against, resulting from, or related to: (i) Agent's material breach of or failure to comply with any of its agreements, covenants, representations or warranties contained in any Agency Document; (ii) any harassment or any other unlawful, tortious or otherwise actionable treatment of any employees or agents of Merchant by Agent or any of its representatives; (iii) any claims by any party engaged by Agent as an employee or independent contractor arising out of such employmentAgent; (iv) any Agent Claims; and (v) the gross negligence or willful misconduct of Agent or any of its officer, directors, employees agents or representatives.

Appears in 1 contract

Sources: Agency Agreement (Montgomery Ward Holding Corp)

Agent Indemnification. The Agent shall indemnify and hold the Merchant and its officers, directors, employees, agents agents, and representatives harmless from and against all claims, demands, penalties, losses, liability liability, or damage, including, without limitation, reasonable attorneys' fees and expenses, directly or indirectly asserted against, resulting from, or related to: : (i) Agent's ’s material breach of or failure to comply with any of its agreements, covenants, representations representations, or warranties contained in any Agency Sale Document; ; (ii) any harassment or any other unlawful, tortious tortious, or otherwise actionable treatment of any employees customers, employees, or agents of the Merchant by Agent or any of its representatives; ; (iii) any claims by any party engaged by Agent as an employee or independent contractor arising out of such employment; ; and (iv) any Agent Claims; and (v) the gross negligence (including omissions) or willful misconduct of Agent or any of its officer, directors, employees agents agents, or representativesrepresentative.

Appears in 1 contract

Sources: Agency Agreement (Sharper Image Corp)