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.
Appears in 2 contracts
Samples: Master Distribution Agreement (NPC International Inc), Master Distribution Agreement (Yum Brands Inc)
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 the Distributor’s negligent acts or omissions, wrongful conduct and/or conduct, or breach of any representations, express or implied warranties or agreements agreements, as each is made by a Distributor in or through this Participant Joinder Agreement and the applicable provisions of the Master 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.
Appears in 1 contract
Distributor indemnity. Distributor shall indemnify and hold harmless UFPC and the ParticipantsParticipant, 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 Participant Joinder Agreement and the applicable provisions of the Master 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.
Appears in 1 contract
Samples: Master Distribution Agreement (NPC International Inc)