Common use of Distributor Indemnification Clause in Contracts

Distributor Indemnification. In addition to damages for which --------------------------- Distributor may be liable under law or equity or under the terms of this Agreement or any other applicable agreements, and subject to the provisions of Section 15.4 - "Indemnification Procedure", below, Distributor shall indemnify, defend and hold the Company, its affiliates and all officers, directors, employees and agents thereof, harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (including without limitation reasonable attorney's fees, expenses and settlement costs, including appeal proceedings) (collectively, "Damages"), which the Company or any of its Affiliates and all officers, directors, employees and agents thereof may at any time sustain or incur by reason of or in connection with any claim, demand or other action initiated by any person or entity, arising from, related to or in any way connected with (i) Distributor's conduct under this Agreement and any other applicable agreements; (ii) Distributor's breach of this Agreement; (iii) Distributor's failure to comply with applicable laws and regulations; or (iv) Distributor's relations with anyone else, particularly regarding statements, representations or warranties made by Distributor not expressly authorized in writing by the Company hereunder. Furthermore, Distributor shall indemnify and hold the Company harmless from and against any and all claims, costs, damages and liabilities whatsoever asserted by any employee, agent, or representative of Distributor under any applicable termination, labor, social security or other similar laws and regulations. Distributor shall not be obliged to indemnify the Company from any such liability, loss, damage, cost or expense, to the extent that such liability, loss, damage, cost or expense was caused directly or indirectly by any act or omission or misrepresentation, or by breach of obligations specified in this Agreement by the Company.

Distributor Indemnification. In addition to damages for which --------------------------- Distributor may be liable under law or equity or under the terms of this Agreement or any other applicable agreements, and subject to the provisions of Section 15.4 - "Indemnification Procedure", below, Distributor shall indemnify, defend and hold the Company, its affiliates and all officers, directors, employees and agents thereof, harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (including without limitation reasonable attorney's fees, expenses and settlement costs, including appeal proceedings) (collectively, "Damages"), which the Company or any of its Affiliates and all officers, directors, employees and agents thereof may at any time sustain or incur by reason of or in connection with any claim, demand or other action initiated by any person or entity, arising from, related to or in any way connected with (i) Distributor's conduct under this Agreement and any other applicable agreements; (ii) Distributor's breach of this Agreement; (iii) Distributor's failure to comply with applicable laws and regulations; or (iv) Distributor's relations with anyone else, particularly regarding statements, representations or warranties made by Distributor not expressly authorized in writing by the Company hereunder. Furthermore, Distributor shall indemnify and hold the Company harmless from and against any and all claims, costs, damages and liabilities whatsoever asserted by any employee, agent, or representative of Distributor under any applicable termination, labor, social security or other similar laws and regulations. Distributor shall not be obliged to indemnify the Company from any such liability, loss, damage, cost or expense, to the extent that such liability, loss, damage, cost or expense was caused directly or indirectly by any intentional or grossly negligent act or omission or misrepresentation, or by breach of obligations specified in this Agreement by the Company.

Distributor Indemnification. In addition to damages for which --------------------------- Distributor may be liable under law or equity or under the terms of this Agreement or any other applicable agreements, and subject to the provisions of Section 15.4 - "Indemnification Procedure", below, Distributor shall indemnify, defend and hold the Company, its affiliates and all officers, directors, employees and agents thereof, harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (including without limitation reasonable attorney's fees, expenses and settlement costs, including appeal proceedings) (collectively, "Damages"), which the Company or any of its Affiliates and all officers, directors, employees and agents thereof may at any time sustain or incur by reason of or in connection with any claim, demand or other action initiated by any person or entity, arising from, EXCLUSIVE DISTRIBUTION AGREEMENT -------------------------------- REVISED DRAFT - November 4, 2002 Page 19 of 31 related to or in any way connected with (i) Distributor's conduct under this Agreement and any other applicable agreements; (ii) Distributor's breach of this Agreement; (iii) Distributor's failure to comply with applicable laws and regulations; or (iv) Distributor's relations with anyone else, particularly regarding statements, representations or warranties made by Distributor not expressly authorized in writing by the Company hereunder. Furthermore, Distributor shall indemnify and hold the Company harmless from and against any and all claims, costs, damages and liabilities whatsoever asserted by any employee, agent, or representative of Distributor under any applicable termination, labor, social security or other similar laws and regulations. Distributor shall not be obliged to indemnify the Company from any such liability, loss, damage, cost or expense, to the extent that such liability, loss, damage, cost or expense was caused directly or indirectly by any intentional or grossly negligent act or omission or misrepresentation, or by breach of obligations specified in this Agreement by the Company.

Distributor Indemnification. In addition to damages for which --------------------------- Distributor may be liable under law or equity or under the terms of this Agreement or any other applicable agreements, and subject to the provisions of Section 15.4 - "“Indemnification Procedure"”, below, Distributor shall indemnify, defend and hold the Company, its affiliates and all officers, directors, employees and agents thereof, harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (including without limitation reasonable attorney's ’s fees, expenses and settlement costs, including appeal proceedings) (collectively, "“Damages"”), which the Company or any of its Affiliates and all officers, directors, employees and agents thereof may at any time sustain or incur by reason of or in connection with any claim, demand or other action initiated by any person or entity, arising from, related to or in any way connected with (i) Distributor's ’s conduct under this Agreement and any other applicable agreements; (ii) Distributor's ’s breach of this Agreement; (iii) Distributor's ’s failure to comply with applicable laws and regulations; or (iv) Distributor's ’s relations with anyone else, particularly regarding statements, representations or warranties made by Distributor not expressly authorized in writing by the Company hereunder. Furthermore, Distributor shall indemnify and hold the Company harmless from and against any and all claims, costs, damages and liabilities whatsoever asserted by any employee, agent, or representative of Distributor under any applicable termination, labor, social security or other similar laws and regulations. Distributor shall not be obliged to indemnify the Company from any such liability, loss, damage, cost or expense, to the extent that such liability, loss, damage, cost or expense was caused directly or indirectly by any intentional or grossly negligent act or omission or misrepresentation, or by breach of obligations specified in this Agreement by the Company.

Distributor Indemnification. In addition to damages for which --------------------------- Distributor may be liable under law or equity or under the terms of this Agreement or any other applicable agreements, and subject to the provisions of Section 15.4 - "Indemnification Procedure", below, Distributor shall indemnify, defend and hold the Company, its affiliates and all officers, directors, employees and agents thereof, harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (including without limitation reasonable attorney's fees, expenses and settlement costs, including appeal proceedings) (collectively, "Damages"), which the Company or any of its Affiliates and all officers, directors, employees and agents thereof may at any time sustain or incur by reason of or in connection with any EXCLUSIVE DISTRIBUTION AGREEMENT -------------------------------- REVISED DRAFT - November 4, 2002 Page 19 of 31 claim, demand or other action initiated by any person or entity, arising from, related to or in any way connected with (i) Distributor's conduct under this Agreement and any other applicable agreements; (ii) Distributor's breach of this Agreement; (iii) Distributor's failure to comply with applicable laws and regulations; or (iv) Distributor's relations with anyone else, particularly regarding statements, representations or warranties made by Distributor not expressly authorized in writing by the Company hereunder. Furthermore, Distributor shall indemnify and hold the Company harmless from and against any and all claims, costs, damages and liabilities whatsoever asserted by any employee, agent, or representative of Distributor under any applicable termination, labor, social security or other similar laws and regulations. Distributor shall not be obliged to indemnify the Company from any such liability, loss, damage, cost or expense, to the extent that such liability, loss, damage, cost or expense was caused directly or indirectly by any intentional or grossly negligent act or omission or misrepresentation, or by breach of obligations specified in this Agreement by the Company.