BPPR Indemnification Clause Samples
BPPR Indemnification. BPPR will indemnify, defend and hold EVERTEC harmless from and against any and all obligations, charges, liabilities, costs, fees, increased taxes (excluding taxes based on BPPR’s net income) or expenses, including court costs and reasonable attorneys’ fees (including allocated costs of internal counsel) that EVERTEC may incur or that may be claimed against EVERTEC by any person as a result of: (i) any Material Breach of any representation, warranty, covenant or obligation of BPPR or its Representatives under this Agreement or (ii) breach of any of its obligations to any Merchant as set forth in this Agreement or in any Merchant Agreement.
BPPR Indemnification. BPPR will indemnify, defend and hold EVERTEC and its Affiliates and their respective present and future officers, directors, employees, agents, successors, assigns and shareholders (collectively with EVERTEC, “EVERTEC Covered Persons”) harmless from and against any and all losses, charges, damages, liabilities, penalties, increased taxes (excluding taxes based on BPPR’s net income), costs, fees, or expenses, including court costs and reasonable attorneys’ fees, related to or arising out of: (i) any Material Breach of any covenant, duty or obligation of BPPR or its Representatives under this Agreement, (ii) any Material Breach of any representation or warranty of BPPR under this Agreement, (iii) any breach of any of its obligations to any Merchant as set forth in this Agreement or in any Merchant Agreement, (iv) the violation by BPPR (or any of its Personnel) of any applicable Legal Requirements pertaining to BPPR’s rendering of services hereunder and/or (v) any infringement, misappropriation or violation of any Intellectual Property rights of any third party arising out of (x) the receipt by EVERTEC or its Affiliates of the services provided by BPPR hereunder or (y) EVERTEC’s use or display of Popular Trademarks, in each case in accordance with this Agreement (including Exhibit F).