Indemnification by Dealer. Dealer shall indemnify, defend, and hold harmless CPS, its agents, successors, and assigns from and against all “Losses” from any “Claims” brought against CPS relating to the Contract or the underlying Vehicle; provided, however, that such indemnity shall only apply to Claims that arise out of Dealer’s breach of its representations, warranties or covenants herein, or out of breach of Dealer’s obligations to Buyer. “Losses” means liabilities assessed in a judicial, arbitral or administrative proceeding and include reasonable attorney fees and expenses incurred in such a proceeding or incurred in efforts to avoid such a proceeding. “Claims” means allegations that CPS has a legally enforceable liability, whether raised affirmatively or by way of defense. CPS may tender to Dealer the defense of any such indemnified Claim to Dealer, in which case Dealer, through its counsel, shall defend such Claim on behalf of Dealer and of CPS; alternatively, CPS at its sole discretion may retain its own counsel, in which case Dealer shall pay as incurred the costs and expenses of such defense.
Indemnification by Dealer. 25 3. Conditions/Exceptions to Indemnification............................27 SECTION K: SALE OF PRINCIPAL ASSETS OR MAJORITY OWNERSHIP INTEREST OF DEALER...............................................28 1.
Indemnification by Dealer. Conditioned upon and subject to the provisions set forth in this section, DEALER agrees to assume the defense and indemnify Porsche and PORSCHE AG and hold them harmless against any claims asserted against either or both, in any action concerning or alleging:
Indemnification by Dealer. Dealer agrees to defend, hold harmless and indemnify Case IH, its Affiliates and their respective shareholders, directors, officers, agents, employees, successors and assigns from and against any and all claims, damages, demands, settlements, judgments, legal actions, liabilities, costs and expenses of any nature, including without limitation, attorney's fees and court costs, resulting from the acts and/or omissions of Dealer, including but not limited to: (i) Dealer’s defrauding of or misrepresentations to customers; (ii) Dealer’s actions in violation of Sections 5.3, 5.4, 5.5, 10.1(d), 11.1, 11.2, 11.3, 11.5, 14.2, 15.2, 15.3, 15.4, 15.5, 15.6, 21.3, 21.5, 21.6, and 21.7; or (iii) Dealer’s US 6360r2 negligent or improper, or alleged negligent or improper, repair or servicing of Products, whether such actions occur during or after the Term of this Agreement.
Indemnification by Dealer. If part or all of the DEALER Service becomes, or in DEALER’s opinion is likely to become, the subject of an IP Claim, then DEALER may, at DEALER’s option and in its sole discretion, as the sole and exclusive remedy of the CUSTOMER elect to (a) procure for CUSTOMER the right to use the DEALER Services, (b) replace the DEALER Services with other suitable products or modify the DEALER Services so that it becomes non-infringing (subject to any applicable rights of CUSTOMER under Section 4.2 hereof), or (c) terminate the DEALER Services and refund the prepaid portion of any Fees paid by CUSTOMER for unused access to the DEALER Services or any affected portion of such Services. DEALER shall have no liability under this Section 11.3 or otherwise to the extent a claim or suit is based upon (v) any act or omission of any Third Party Providers, (w) the use of the DEALER Services in a manner prohibited under this Agreement, (x) the use of the DEALER Services by CUSTOMER in a manner for which the DEALER Services were not designed or intended, or (y), use of the DEALER Services by CUSTOMER in combination with software (except for Third Party Applications provided by DEALER to CUSTOMER), hardware, data (including without limitation, CUSTOMER Data), or content not provided, by DEALER if the infringement would have been avoided in the absence of that combination. THIS SECTION 11.3 SETS FORTH CUSTOMER’S EXCLUSIVE REMEDIES, AND DEALER’S ENTIRE LIABILITY, FOR INTELLECTUAL PROPERTY INFRINGMENT AND/OR MISAPPROPRIATION CLAIMS DESCRIBED IN THIS SECTION 11.3.
Indemnification by Dealer. Dealer will defend, indemnify, and hold Company, and its respective shareholders, directors, officers, employees, representatives, agents, servants, successors and assigns, harmless from and against any and all, claims, losses, liabilities, damages, injuries, costs, expenses, outside attorneys’ fees, court costs and other amounts arising out of or relating to: (i) Dealer's breach of this Agreement, (ii) the failure of any representation or warranty of Dealer contained in this Agreement to be accurate, (iii) Dealer's maintenance, use or disclosure of Buyer’s or applicant Buyer’s information (including NPI), (iv) Dealer’s evaluation of Buyer or a credit applicant for financing, (v) Dealer’s pricing of the Vehicle or pricing of the credit as it relates to the Buyer, (vi) Dealer's denial of financing, or other adverse action, relating to a Buyer or a credit applicant, (vii) any actions or failure to act of Dealer in connection with a Credit Application, Contracts, F&I Products marketed by Company on behalf of Dealer to Buyers and sold by Dealer to such Buyers, and Contracts sold by Dealer under this Agreement,
Indemnification by Dealer. Dealer shall indemnify, defend, release and hold harmless ADP, each member of the ADP Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “ADP Indemnified Parties”), from and against any and all Losses or Liabilities of the ADP Indemnified Parties relating to, arising out of or resulting from any of the following items regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or otherwise (without duplication):
Indemnification by Dealer. Dealer agrees to defend, indemnify and hold harmless Mogo, its affiliates, and its and their respective officers, directors, employees and agents from and against any damages, liabilities and expenses (including reasonable attorneys’ fees) arising as a result of any claim brought by any third party (including any Bona Fide Customer) resulting from or relating to (i) any breach by Dealer of its representations, warranties, obligations, duties or responsibilities under this Agreement, (ii) any claims in connection with Dealer’s obligations under any contract or agreement with any third party (including any Bona Fide Customer), (iii) any negligent or willful actions or omissions on the part of Dealer in marketing or distributing the Products, (iv) Dealer’s improper installation of any Products purchased under the terms of this Agreement, or (v) any breach by Dealer of applicable law.
Indemnification by Dealer. SUBJECT TO THE LIMITATIONS SET FORTH IN THIS AGREEMENT, DEALER WILL INDEMNIFY AND DEFEND UPLINK AND UPLINK’S AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD PARTY SERVICE PROVIDERS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF A CLAIM BY A THIRD PARTY AND TO THE EXTENT RESULTING FROM (A) DEALER’S BREACH OF OR GROSS NEGLIGENCE OR MISCONDUCT UNDER THIS AGREEMENT; (B) AN ACT OR OMISSION OF DEALER’S CUSTOMER OR AN END USER RELATED TO THIS AGREEMENT; OR (C) THE COMBINATION, INTEGRATION, OR INCORPORATION OF UPLINK SOLUTIONS WITH DEALER’S OWN AND/OR A THIRD PARTY’S PRODUCTS OR SERVICES.
Indemnification by Dealer. Subject to the provisions of Section 7.3, Dealer shall indemnify and hold harmless Finance and any affiliate of Finance, and any officer, director, employee or agent thereof, from and against any and all liabilities, expenses, losses and damages (including but not limited to reasonable attorneys' fees and court costs at the trial and all appellate levels) arising out of any claim or dispute brought by a third party unaffiliated with Finance with respect to: (i) any breach by Dealer of any of Dealer's warranties, representations, covenants or agreements contained in this Agreement or in any instrument of assignment, or any failure of Dealer to perform any of its obligations under this Agreement or any instrument of assignment; (ii) any Additional Product (as defined in Section 4.2 of this Agreement) offered or sold by Dealer in connection with any Financing Transaction, except with respect to any claim or dispute arising from acts or omissions of Finance with respect to any Additional Product provided to Dealer by or through Finance; or
