Dealer Indemnification Sample Clauses

Dealer Indemnification. Dealer will indemnify MFD and hold MFD harmless from any claim, demand, loss, expense or cause of action, including reasonable attorneys’ fees, resulting from the misconduct or gross negligence, as measured by industry standards, of Dealer, Dealer’s agents, Representatives and employees, in carrying out Dealer’s obligations under this Agreement; or the material breach of any term of this Agreement, including, but not limited to, making of misleading or untrue statement to a customer relating to the Shares or the Funds, or failing to be registered as a broker-dealer under the 1934 Act or licensed in accordance with applicable federal or state laws, rules or regulations.
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Dealer Indemnification. Subject t o any applicable “Country Specific Terms” set out below Table 1 in this Contract for Customer’s Contract Jurisdiction and to the extent permitted by applicable law, Dealer will indemnify, defend and hold John Deere and its Affiliates (including their respective officers, employees, and agents), and any affected Underlying Wireless Providers and their Affiliates (including their respective directors, officers, employees and agents) (each, a “Deere Indemnified Party”) harmless against any and all losses, claims, damages or expenses (including attorneys' fees) arising out of or related to: (i) any personal injury to or death of any person or persons, any l oss or damage of any property, any financial loss, or any interruption of services which are caused or claimed to have been caused directly or indirectly from Dealer's (including its employees or independent contractors) negligent use or intentional misuse of the Service; (ii) use of any mounting bracket or other equipment not provided or approved for use with the Service by John Deere; (iii) any use of the Service by Dealer for an unauthorized purpose; (iv) data content or other information transmitted by Dealer, its employees or its independent contractors over the Service; (v) any Abuse or Fraudulent Use by Dealer or anyone accessing the Service through Dealer or Dealer’s Terminal; or (v) any material breach by Dealer of any of the terms and conditions of this Contract. Dealer hereby agrees to fully defend, hold harmless, and indemnify each Deere Indemnified Party from and against all liability, loss, damage, claims, actions, judgments or expenses arising out of or relating to Dealer’s use of, failure to use, or inability to use the Service or the wireless or satellite services provided by any Underlying Wireless Provider, as well as from any third party intellectual property infringement claims arising out of or relating in any way with respect to Dealer’s use of the Service, except to the extent any such liabilities, losses, damages, claims, actions, judgments or expenses are caused by the Deere Indemnified Party’s gross negligence or willful misconduct.
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Dealer Indemnification. Dealer will indemnify CUNA Brokerage and hold CUNA Brokerage harmless from any claim, demand, loss, expense or cause of action, including reasonable attorneys' fees, resulting from the misconduct or gross negligence, as measured by industry standards, of Dealer, Dealer's agents, Representatives and employees, in carrying out Dealer's obligations under this Agreement; or the material breach of any term of this Agreement, including, but not limited to, making of misleading or untrue statement to a customer relating to the Shares or the Funds, or failing to be registered as a broker-dealer under the 1934 Act or licensed in accordance with applicable federal or state laws, rules or regulations.
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Dealer Indemnification. Except as otherwise specifically stated in this Agreement, DLP agrees unconditionally to indemnify, defend and hold harmless Dealer, Dealer’s Affiliates and Dealer’s owners, employees, agents, shareholders, officers, directors and members (“Dealer Indemnified Parties”) from and against any and all Damages (defined in Paragraph 8), whether absolute or contingent, known or unknown, that Dealer may incur, directly or indirectly, to the extent arising from, or based upon, any actual or alleged intentional or negligent misconduct or omission by DLP or one of its employees or agents, or any breach of this Agreement, or any other unauthorized act or omission under this Agreement by DLP or one of its employees or agents. However, the indemnification provision of this Paragraph 9 shall only be valid if Dealer has remitted all premiums and other amounts due DLP under this Agreement. This Section shall survive termination of this Agreement.
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Dealer Indemnification. Dealer agrees to indemnify and hold TotalMD harmless from any and all claims, damages and liabilities resulting from statements, actions, or omissions of Dealer, its employees or agents; or material breach of this Agreement by Dealer. Such indemnification shall include all reasonable legal fees and other costs incurred by TotalMD in defending such claims.
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Dealer Indemnification. Dealer hereby indemnifies and holds RLS, its officers, directors, members, managers, employees, agents and assignees (collectively “Indemnified Parties”) harmless from and against any and all claims, actions, suits, proceedings, costs, expenses, loss, damages and liabilities, including attorney’s fees, expenses and amounts paid in settlement, which Indemnified Parties may incur to the extent they in any way relate to, in whole or in part, the acts or omissions of Dealer, its subcontractors, suppliers, agents or employees in the performance of this Agreement, or any Contract including but not limited to, the representations and warranties made by Dealer in the Contract or Section 2 hereof, any claims for breach of warranty (express or implied), fraud, rescission or damages which may be asserted by any third party relating to a Collateral or the Contract, whether or not such claims are proven meritorious.
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Dealer Indemnification. Dealer shall indemnify, hold harmless, and, at AITHR's option, defend AITHR from and against any Losses resulting from any Third-Party Claim that the Dealer Data, or any use of the Dealer Data in accordance with this Agreement, infringes or misappropriation such third party's Canadian intellectual property rights and any Third-Party Claims based on Dealer's or any Authorized User's (i) negligence or wilful misconduct; (ii) use of the Services in a manner not authorized by this Agreement;
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Dealer Indemnification. To the maximum extent allowed by applicable law, Dealer shall indemnify, defend, and hold harmless Supplier, its Representatives, insurers, and sureties (collectively, “Supplier Indemnified Parties”) from and against any and all demands, losses, claims, suits, damages, fees and expenses (including fees and expenses of attorneys, experts, and consultants), liabilities, fines, and remedial or clean-up costs (collectively, “Losses”) to the extent arising out of (a) any negligent or wrongful acts or omissions of Dealer or its Representatives in the performance of Dealer’s responsibilities under this Agreement, (b) any breach of this Agreement by Dealer, or (c) any proceedings, judgments, decrees, awards, assessments, fees, or expenses incident to any of the foregoing or the mitigation thereof, including investigation costs and attorneys, experts, and consultants fees and expenses incurred to enforce this indemnification.
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Dealer Indemnification. Dealer shall indemnify and hold MIDCOM harmless from any and all claims, damages, or judgments and reasonable, ordinary and necessary attorney fees or other costs of litigation, including arbitration, for loss or injuries to person or property arising from the actions or omissions of Dealer or any of its representatives or subcontractors in connection with Dealer's obligations stated herein. Except where solely caused by MIDCOM's willful acts. Dealer shall defend on behalf of MIDCOM any suit brought against MIDCOM for any such judgment, damage, expense, loss or injury, and Dealer shall reimburse MIDCOM, for all attorney fees and expenses incurred in connection therewith promptly upon a presentation of a statement therefor. If Dealer fails to pay such fees and expenses as set forth in this Section, then MIDCOM shall have the right to offset and recover said fees and expenses from Dealer's commissions or from any other sums due to Dealer by MIDCOM.
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Related to Dealer Indemnification

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

  • Purchaser Indemnification The Purchaser shall indemnify and hold harmless Seller and its directors, officers, partners and each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurred.

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

  • Dealer Agreement Indemnification A. Distributor acknowledges and agrees that certain large and significant broker-dealers, such as (without limitation) Xxxxxxx Xxxxx, UBS and Xxxxxx Xxxxxxx (all such brokers referred to herein as the “Brokers”), require that Distributor enter into dealer agreements (the “Non-Standard Dealer Agreements”) that contain certain representations, undertakings and indemnification that are not included in the Standard Dealer Agreement.

  • Request for Indemnification and Indemnification Payments Indemnitee shall notify the Company promptly in writing upon receiving notice of any demand, judgment or other requirement for payment that Indemnitee reasonably believes to be subject to indemnification under the terms of this Agreement, and shall request payment thereof by the Company. Indemnification payments requested by Indemnitee under Section 3 hereof shall be made by the Company no later than sixty (60) days after receipt of the written request of Indemnitee. Claims for advancement of expenses shall be made under the provisions of Section 6 herein.

  • Client Indemnification Client shall defend MRI against any claim, demand, suit, or proceeding made or brought against MRI by a third party arising out of or related to (i) the Client Data; (ii) Client’s or its users’ use of the Software or the SaaS Services in violation of the Agreement; (iii) Client or any user infringing or misappropriating the Intellectual Property rights of a third party or violating applicable law; or (iv) Client’s or its users’ use or misuse of the Software or SaaS Service or Client’s or its users’ use or misuse of the Client Data (including, without limitation, accessing, providing access, using or distributing the Client Data) (each of the above a “Client Claim”). Client shall indemnify MRI for all damages and costs finally awarded against, and for reasonable attorneys’ fees incurred by, MRI in connection with any Client Claim, or those costs and damages agreed to in a monetary settlement of such Client Claim; provided that MRI (a) promptly gives Client written notice of the Client Claim, (b) gives Client sole control of the defence and settlement of the Client Claim (provided that Client may not settle or defend any Client Claim unless it unconditionally releases MRI of all liability), and (c) provides Client all reasonable assistance, at Client’s cost. For purposes of this Section 7.4 only, “MRI” shall include MRI and its Affiliates, and each of their members, owners, officers, directors, employees, agents, successors and assigns.

  • 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.

  • Agent Indemnification Agent agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 10(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to the Agent and furnished to the Company in writing by the Agent expressly for use therein. The Company hereby acknowledges that the only information that the Agent has furnished to the Company expressly for use in the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) are the statements set forth in the seventh and eighth paragraphs under the caption “Plan of Distribution” in the Prospectus (the “Agent Information”).

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

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