Common use of INDEMINIFICATION Clause in Contracts

INDEMINIFICATION. Seller agrees to defend, indemnify, and hold harmless Buyer, its affiliates, and their respective officers, directors, members, shareholders, employees, agents, representatives, assigns and successors (collectively the “Buyer Indemnitees”) from, and on demand reimburse, the Buyer Indemnitees for any and all damages, losses and/or expenses (including Buyer Indemnitees’ attorney’s fees and their other costs of defense) incurred in connection with any and all suits, claims, demands or liabilities whatsoever: (1) arising out of or alleged to have arisen from a breach of any of the representations, warranties or obligations of Seller under this Agreement (including any related act or omission by Seller); (2) for death, illness, personal injury or property damage, both in law and equity, arising out of or resulting in any way from any actual or alleged defect in any Products; (3) for any act or omission, negligence or willful misconduct of the Seller, its agents, employees, or subcontractors relating to Buyer’s purchase or sale of any of the Products; (4) for any actual or alleged breach of Seller’s written warranty for the Products; (5) for any actual or alleged infringement of any patent, trademark, copyright, trade secret, trade dress or other intellectual property right of a third party in connection with the Products; (6) for the Products violating any Laws; or (7) pertaining to or in connection with the content of Seller’s packaging, labeling, or advertising of the Products. In the event of a claim, lawsuit, demand or other matter covered by the Agreement, Buyer shall notify Seller in writing and provide Seller the opportunity to assume full responsibility for the defense and resolution of such claim, lawsuit, demand or matter, provided however that a) Seller, its agents, representative, attorneys or insurers shall not bind the Buyer Indemnitees in settlement without the Buyer Indemnitees’ prior written consent, and b) the Buyer Indemnitees shall be permitted to participate in its own defense at its own expense. If Seller fails to take timely action to defend any such suit then Buyer or the Buyer Indemnitees can defend such suit at Seller’s expense. This Section shall survive the expiration or earlier termination of this Agreement.

INDEMINIFICATION. Seller agrees to Contractor shall defend, indemnify, indemnify and hold harmless Buyer, the Client (SCHOOL DISTRICT) and its affiliates, and their respective officers, directors, members, shareholdersofficers, employees, agents, representatives, assigns agents and successors representatives (collectively the “Buyer Indemnitees”) from, harmless from and on demand reimburse, the Buyer Indemnitees for against any and all damagesclaims, losses and/or demands, actions, causes of action, damages (including compensatory, consequential, punitive and exemplary damages included in any judgment or award to a third party), fines, penalties, liabilities, judgments, and costs and expenses (including Buyer Indemnitees’ reasonable attorney’s fees and their other costs of defense's fees) incurred in connection with any and all suits(collectively, claims, demands or liabilities whatsoever: (1“Losses”) arising out of or alleged to have arisen from a breach of any of the representations, warranties or obligations of Seller under this Agreement (including any related act or omission by Seller); (2) for death, illness, personal injury or property damage, both in law and equity, extent arising out of or resulting from (i) Contractor’s breach of or failure to perform any of its duties, obligations, or warranties contained in any way from any actual or alleged defect in any Productsthis Agreement; (3ii) for the negligent acts or omissions of Contractor or any act employee of Contractor assigned to provide services under this Agreement; provided in each case that the Client shall give prompt notice, cooperation and assistance to Contractor relative to any such claim or omissionsuit, negligence or willful misconduct and provided further in each case that Contractor shall have the option to undertake and conduct the defense of any suit so brought (including, without limitation, selecting counsel therefore). The SCHOOL DISTRICT shall defend, indemnify and hold the SellerContractor and its directors, its agentsofficers, employees, agents and representatives (“Indemnitees”) harmless from and against any and all claims, demands, actions, causes of action, damages (including compensatory, consequential, punitive and exemplary damages included in any judgment or subcontractors relating award to Buyera third party), fines, penalties, liabilities, judgments, and costs and expenses (including reasonable attorney's fees) (collectively, “Losses”) to the extent arising out of or resulting from (i) The SCHOOL DISTRICT’s purchase breach of or sale of failure to perform any of the Products; (4) for any actual its duties, obligations, or alleged breach of Seller’s written warranty for the Products; (5) for any actual or alleged infringement of any patent, trademark, copyright, trade secret, trade dress or other intellectual property right of a third party warranties contained in connection with the Products; (6) for the Products violating any Lawsthis Agreement; or (7ii) pertaining to the negligent acts or in connection with the content of Seller’s packaging, labeling, or advertising omissions of the Products. In SCHOOL DISTRICT or any employee of the event of a claimSCHOOL DISTRICT assigned to provide Services under this Agreement; provided in each case that the Contractor shall give prompt notice, lawsuitcooperation and assistance to the SCHOOL DISTRICT relative to any such claim or suit, demand or other matter covered by and provided further in each case that the Agreement, Buyer SCHOOL DISTRICT shall notify Seller in writing have the option to undertake and provide Seller the opportunity to assume full responsibility for conduct the defense of any suit so brought (including, without limitation, selecting counsel therefore). The SCHOOL DISTRICT’s indemnification covenant is subject to and resolution with reservation of such claimany immunities and limitations of liability afforded to the SCHOOL DISTRICT by applicable law, lawsuitincluding, demand or matterbut not limited to, provided however that a) Seller, its agents, representative, attorneys or insurers the Political Subdivision Tort Claims Act. The SCHOOL DISTRICT shall not bind the Buyer Indemnitees in settlement without the Buyer Indemnitees’ prior written consent, and b) the Buyer Indemnitees shall be permitted obligated by this provision to participate in its own provide defense at its own expense. If Seller fails to take timely action to defend or indemnity upon any such suit then Buyer claim from which it is immune by applicable law or the Buyer Indemnitees can defend such suit at Seller’s expense. This Section shall survive the expiration or earlier termination any damages exceeding any limitation of this Agreementdamages under applicable law.

INDEMINIFICATION. Seller 7.01 Soldnet, hereby agrees to defend, indemnify, indemnify and hold harmless BuyerARTFEST, its affiliates, and their respective officers, directors, members, shareholders, employees, agentssole shareholder, representativesattorneys and agents and each person, assigns if any, who controls ARTFEST within the meaning of Section 15 of the Act or Section 20 of the Exchange Act harmless from and successors against the following: (collectively the “Buyer Indemnitees”a) from, and on demand reimburse, the Buyer Indemnitees for any Any and all damagesliabilities, losses and/or losses, claims, costs, expenses, damages and judgments (including, without limitation, any legal or other expenses (including Buyer Indemnitees’ attorney’s fees and their other costs of defense) incurred in connection with investigating or defending any and all suitsmatter, including any action, that could give rise to such liabilities, losses, claims, demands costs, expenses, damages and judgments) (collectively, the "Losses") resulting from or liabilities whatsoever: (1) arising out of or alleged to have arisen from a any breach of any representation, warranty, or non-performance of any covenant or agreement on the representations, warranties part of SOLDNET or obligations of Seller under any Cancelling Shareholder(s) contained in this Agreement (including any related act or omission by Seller); (2) for death, illness, personal injury or property damage, both in law and equity, arising out of or resulting in any way from statement or certificate furnished or to be furnished by SOLDNETor any actual or alleged defect in any Products; (3Cancelling Shareholder(s) for any act or omission, negligence or willful misconduct of the Seller, its agents, employees, or subcontractors relating to Buyer’s purchase or sale of any of the Products; (4) for any actual or alleged breach of Seller’s written warranty for the Products; (5) for any actual or alleged infringement of any patent, trademark, copyright, trade secret, trade dress or other intellectual property right of a third party in connection with the Products; (6) for the Products violating any Laws; or (7) pertaining to pursuant hereto or in connection with the content transactions contemplated hereby; and (b) Any and all losses resulting from or arising out of Seller’s packagingthe conduct of any business, labelingany act or any omissions by or on behalf of SOLDNETor any Cancelling Shareholder(s) prior to the Closing. 7.02 ARTFEST hereby agrees, to indemnify and hold Soldnet, its officers, directors, employees and agents and each person, if any, who controls SOLDNET within the meaning of Section 15 of the Act or Section 20 of the Exchange Act harmless from and against the following: (a) Any and all Losses resulting from or arising out of any breach of any representation, warranty, or advertising non-performance of any covenant or agreement on the part of ARTFEST or Radical contained in this Agreement or in any statement or certificate furnished or to be furnished by ARTFEST pursuant hereto or in connection with the transactions contemplated hereby. 7.03 In case any action shall be commenced involving any person in respect of which indemnity may be sought pursuant to Section 7.01 or 7.02 (the "Indemnified Party"), the Indemnified Party shall promptly notify the person against whom such indemnity may be sought (the "Indemnifying Party") in writing. A delay in giving notice shall only relieve the Indemnifying Party of liability to the extent the Indemnifying Party suffers actual prejudice because of the Productsdelay. In The Indemnifying Party shall have the event of a claimright, lawsuitat its option and expense, demand or other matter covered by the Agreement, Buyer shall notify Seller in writing and provide Seller the opportunity to assume full responsibility for the defense and resolution of such claim, lawsuit, demand or matter, provided however that a) Seller, its agents, representative, attorneys or insurers shall not bind the Buyer Indemnitees in settlement without the Buyer Indemnitees’ prior written consent, and b) the Buyer Indemnitees shall be permitted to participate in the defense of such a proceeding or claim, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Indemnified Party, unless the proceeding or claim involves only money damages, not an injunction or other equitable relief, and unless the Indemnifying Party: (i) irrevocably acknowledges in writing complete responsibility for and agrees to indemnify the Indemnified Party, and (ii) furnishes satisfactory evidence of the financial ability to indemnify the Indemnified Party, in which case the Indemnifying Party may assume such control through counsel of its own defense choice and at its expense, but the Indemnified Party shall continue to have the right to be represented, at its own expense, by counsel of its choice in connection with the defense of such a proceeding or claim. If Seller fails the Indemnifying Party does not assume control of the defense of such a proceeding or claim, (i) the entire defense of the proceeding or claim by the Indemnified Party, (ii) any settlement made by the Indemnified Party, and (iii) any judgment entered in the proceeding or claim shall be deemed to take timely action have been consented to defend by, and shall be binding on, the Indemnifying Party as fully as though it alone had assumed the defense thereof and a judgment had been entered in the proceeding or claim in the amount of such settlement or judgment, except that the right of the Indemnifying Party to contest the right of the Indemnified Party to indemnification under the Agreement with respect to the proceeding or claim shall not be extinguished. If the Indemnifying Party does assume control of the defense of such a proceeding or claim, it will not, without the prior written consent of the Indemnified Party settle the proceeding or claim or consent to entry of any judgment relating thereto which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party a release from all liability in respect of the proceeding or claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such suit then Buyer proceeding or the Buyer Indemnitees can defend such suit at Seller’s expense. This Section shall survive the expiration or earlier termination of this Agreementclaim.