Distributor indemnity Clause Samples

Distributor indemnity. Despite anything else in this agreement, the Retailer is entitled to be indemnified by the Distributor as set out in section 46A of the Consumer ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇.

Distributor indemnity. Distributor shall indemnify and hold Riverdeep harmless from and against all Damages which may arise or result from or relate to (i) contract claims between Distributor and any of its distributors, resellers, replicators, or retailers relating to any of the Products; (ii) any Damages incurred by Riverdeep as a result of any sale by Distributor of any Product outside of the Territory; (iii) any Damages incurred by Riverdeep resulting from a breach by Distributor of any provision of this Agreement; (iv) any third party claims of misleading advertising by Distributor; (v) any trademark, trade dress, copyright, or patent infringement claim, claim involving appropriation of trade secrets, claim arising out of the use and exploitation of a person's appearance or likeness, in each case solely arising out of any Product packaging created by or on behalf of Distributor, or claim arising out of anyone's right to publicity or invasion of privacy contained in any such Product packaging other than any claim relating to underlying art assets or other materials provided by or on behalf of Riverdeep to Distributor;

Distributor indemnity. Subject to the limitation of liability set forth in Section 11 ("Limitation of Liability"), Distributor will indemnify Siebel for, and hold Siebel harmless from, any loss, expense, damages, claims, demands, or liability arising from any claim, suit, action or demand resulting from: (a) the material uncured breach of any terms of this Agreement: (b) the use of the Licensed Software and Ancillary Programs by any Customer of Distributor except for claims which arise directly from or relate directly to material uncured breaches of Siebel's obligations under this Agreement or fall within Siebel's indemnification obligations under this Agreement, including but not limited to Siebel's warranties with respect to the Licensed Software; or (c) any claim related to the Value Added Offering.

Distributor indemnity. Despite anything else in this Agreement, the Trader is entitled to be indemnified by the Distributor as set out in section 46A of the Consumer Guarantees Act 1993.

Distributor indemnity. Distributor shall indemnify and hold Atossa harmless from any claims arising out of the Services provided by Distributor from any third party, including government entities (including any fees, costs, including, without limitation, attorneys fees, expert witness fees and costs of court, and expenses associated with the defense against same), except to the extent such claims arise from the negligence or willful misconduct of Atossa, including any breach of this agreement.

Distributor indemnity. The Distributor indemnifies the Retailer as follows: (a) If: (i) there has been a failure of the acceptable quality guarantee in section 6 of the Consumer ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ in the supply of electricity to a Consumer by the Retailer (a "Failure"); (ii) the Failure was wholly or partially the result of an event or condition associated with the Network; (iii) the Failure was not a result of the Distributor complying with a rule or an order with which it was legally obliged to comply; (iv) the Consumer obtains a remedy under Part 2 of the Consumer ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ in relation to the Failure against the Retailer; and (v) that remedy is a cost to the Retailer (a "Remedy Cost"), the Distributor indemnifies the Retailer for the Remedy Cost. (b) The amount of the Distributor's liability under this indemnity is limited to the proportion of the Remedy Cost that is attributable to the event or condition associated with the Distributor's Network. (c) However: (i) if the Distributor pays compensation to a Consumer ("Payment A") in respect of a service provided directly by the Distributor to the Consumer; and (ii) the Retailer incurs Remedy Costs in relation to the Consumer for a failure of acceptable quality that arose from the same event or circumstance that led to the payment of Payment A, then the amount that the Retailer would otherwise recover from the Distributor in respect of that Consumer will be reduced by the amount of Payment A. (d) If a Consumer makes a claim against the Retailer that the Retailer wishes to be indemnified for under this indemnity (a "Claim"), the Retailer will: (i) as soon as reasonably practicable, give written notice of the Claim to the Distributor specifying the nature of the Claim in reasonable detail; and (ii) consult with and keep the Distributor informed in relation to the Claim.

Distributor indemnity. Distributor shall indemnify and hold harmless UFPC and the Participants, their successors and assigns, and their officers, directors, and employees (collectively, the “Indemnified Parties”) from and against any and all suits, actions, claims, losses, damages, liabilities, obligations, judgments, costs or expenses (including, without limitation, reasonable attorneys’ fees and expenses) that any of the Indemnified Parties may suffer or incur as a result of any claim by any third party, but only to the extent attributable to Distributor’s negligent acts or omissions, wrongful conduct and/or breach of any representations, express or implied warranties or agreements made by Distributor in or through this Agreement. Notwithstanding the foregoing and for the avoidance of doubt, Distributor does not agree to indemnify or hold harmless a particular Indemnified Party for any suits, actions, claims, losses, damages, liabilities, obligations, judgments, costs or expenses arising from the negligence or willful misconduct of the Indemnified Party.

Distributor indemnity. Distributor shall defend, indemnify and hold MPL, its Affiliates, and its and their respective employees, agents, officers, and directors (each a "MPL Party") harmless from and against any and all losses, liabilities, damages, fees (including, until such time as Distributor has notified MPL in writing that it will assume control of a given Claim, reasonable attorneys fees and costs pertaining to such Claim), and expenses paid or payable by a MPL Party to a Third Party (including without limitation payments that MPL may be required to make to its licensors of any rights pertaining to any of the Licensed Products and suppliers of any components of any Licensed Product) that result from or arise in connection with a claim, suit or other proceeding made or brought by a Third Party ("MPL Claim") based on: the breach by Distributor of any obligation, covenant, agreement, representation or warranty of Distributor contained in this Agreement; the distribution, marketing, advertisement, promotion or sale of the Licensed Products by Distributor and its Affiliates in the Territory after the Effective Date, but not, however, any use of the Licensed Products (including without limitation Claims based on or relating to product liability), after the Effective Date; infringement of a Third Party's trademarks, other than by reason of the use by Distributor of the Trademarks; any failure of Distributor to comply with Applicable Laws in connection with the distribution, marketing, advertisement, promotion or sale of the Licensed Products, including but not limited to (i) any failure of promotional materials developed by Distributor to comply with applicable labeling and Licensed Product Registrations and Applicable Law, (ii) the unlawful making by Distributor of any unsupportable or off-label claims with respect to the Licensed Products, and (iii) unlawful communications by Distributor to its sales force (and unlawful communications to the CSO) which otherwise result in Claims; or negligence or willful misconduct on the part of Distributor, its Affiliates or any Third Party in the performance of Distributor's obligations under Section 3.08(a) of this Agreement; provided, however, that Distributor shall not be obligated to indemnify a MPL Party for any loss, liability, damages, fees or expenses incurred by such MPL Party to the extent attributable to a breach by MPL of any obligation, covenant, agreement, representation or warranty of MPL contained in this Agreement, or to an...

Distributor indemnity. Distributor shall indemnify, defend and hold OPEN --------------------- MARKET harmless from any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorney's fees) directly or indirectly brought against OPEN MARKET by any Merchant Business Customer or any other third party using Distributor's products or services arising out of Distributor's breach of this Agreement or otherwise in connection with Distributor's use of the Test Bed. Distributor shall have the sole and exclusive authority to defend any such claim or action, provided that (i) Distributor shall immediately notify OPEN MARKET of such claim or action and (ii) Distributor shall keep OPEN MARKET informed of, and shall consult with any independent attorneys appointed by OPEN MARKET at OPEN own expense regarding the progress of such litigation. OPEN MARKET will fully cooperate with Distributor in connection therewith. Distributor may not agree to any settlement that has a material adverse impact upon OPEN MARKET without first obtaining OPEN MARKET's consent, which shall not be unreasonably withheld.