Common use of Indemnification by Supplier Clause in Contracts

Indemnification by Supplier. (a) Indemnification SUPPLIER shall indemnify, defend, and hold harmless each of DISTRIBUTOR, its subsidiaries, affiliates, divisions, subdistributors, agents, employees, representatives and customers, and its or their respective successors and assigns (each, an "Indemnified Party") from and against, and in respect of, any and all actions, claims, suits, judgments, damages, liabilities, losses, penalties, costs and expenses (including, without limitation, attorneys' fees) of every kind whatsoever (collectively, "Damages") arising in any manner out of or from, or in connection with any actual or alleged (i) patent, copyright or trademark infringement, or violation of any other proprietary right, arising out of the purchase, sale, distribution or use of any Product, (ii) breach by SUPPLIER of any term or provision of this Agreement, (iii) personal injury, wrongful death or property damage arising out of or relating to any Product including, but not limited to, the use of any Product, and (iv) wrongful or negligent act or omission by SUPPLIER and its officers, directors, shareholders, agents, servants, employees, representatives or subcontractors; provided, that this Section 10(a) shall not obligate SUPPLIER to indemnify any Indemnified Party for any portion of Damages (except for Damages. based on theories of strict liability) directly attributable to, and directly caused by, the gross negligence of an Indemnified Party or any unauthorized warranty relating to the Products by DISTRIBUTOR. (b) Procedure Each Indemnified Party shall notify SUPPLIER of any third party claim for which such Indemnified Party seeks indemnification under this Agreement; provided, that the failure to deliver such notice shall not affect SUPPLIER's obligations to any Indemnified Party under this Section 10 except to' the extent that such failure results in (i) the failure of actual notice to SUPPLIER, and (ii) damage to SUPPLIER, or an increase in SUPPLIER's indemnification liability, solely as a result thereof. SUPPLIER may, but is not obligated to, assume the defense of any claim to which this Section 10 relates or may relate, and may appoint legal counsel responsible for such defense; provided, that if SUPPLIER chooses to assume such defense, any Indemnified Party may, at its own expense, select its own counsel to represent it; and provided further, that SUPPLIER may not settle any such claim against an Indemnified Party without the prior written consent of such Indemnified Party. If SUPPLIER elects not to assume such defense, such Indemnified Party may elect to do so and SUPPLIER shall pay all costs and expenses of counsel selected by such Indemnified Party in connection with such defense. Any legal counsel appointed by SUPPLIER to defend such a claim shall be experienced in the type of litigation involved and shall be reasonably satisfactory to DISTRIBUTOR. SUPPLIER and each Indemnified Party shall cooperate fully in connection with all matters related to the defense of any such claim.

Indemnification by Supplier. Supplier hereby agrees to indemnify, defend and hold harmless Buyer and any Financing Party and any of their respective officers, agents, shareholders, partners, members, employees, representatives, consultants, advisors and/or their respective assigns (each a “Buyer Indemnified Party”), from and against any and all Losses incurred or suffered by Buyer or any Buyer Indemnified Party for (a) Indemnification SUPPLIER shall indemnify, defend, and hold harmless each of DISTRIBUTOR, its subsidiaries, affiliates, divisions, subdistributors, agents, employees, representatives and customers, and its or their respective successors and assigns (each, an "Indemnified Party") from and against, and in respect of, any and all actions, claims, suits, judgments, damages, liabilities, losses, penalties, costs and expenses (including, without limitation, attorneys' fees) of every kind whatsoever (collectively, "Damages") arising in any manner out of or from, or in connection with any actual or alleged (i) patent, copyright or trademark infringement, or violation of any other proprietary right, arising out Applicable Law or Permit to be complied with hereunder by any Supplier Responsible Party; (b) injury to or death of persons including employees of Supplier; (c) any loss of or physical damage to the purchase, sale, distribution or use property of any Product, (ii) breach by SUPPLIER of any term or provision of this Agreement, (iii) personal injury, wrongful death or property damage arising out of or relating to any Product including, but not limited to, the use of any Product, and (iv) wrongful or negligent act or omission by SUPPLIER and its officers, directors, shareholders, agents, servants, employees, representatives or subcontractors; provided, that this Section 10(a) shall not obligate SUPPLIER to indemnify any Indemnified Party for any portion of Damages (except for Damages. based on theories of strict liability) directly attributable to, and directly caused by, the gross negligence of an Buyer Indemnified Party or any unauthorized warranty relating third parties to the Products extent not covered by DISTRIBUTOR. Buyer’s insurance, and to the extent they are the result of the intentional or negligent acts or omissions of Supplier, its Subcontractors or any Person or entity directly employed by either of them, or any Person or entity for whose acts any of them are liable during the performance of Supplier’s obligations under this Agreement (bcollectively, the “Supplier Responsible Parties”); and (d) Procedure Each Indemnified Party shall notify SUPPLIER any failure of any third party claim Supplier Responsible Party to pay for Taxes for which such Indemnified Party seeks indemnification under Supplier is responsible pursuant to this Agreement; provided, however, that Supplier shall have no liability for damages to the failure proportionate extent resulting from any Buyer Responsible Party’s performance or non-performance under this Agreement or the negligence or willful misconduct of any Buyer Responsible Party. The Parties agree that obligations giving rise to deliver such notice the payment of liquidated damages under this Agreement shall not affect SUPPLIER's obligations give rise to any Indemnified Party a claim of indemnity under this Section 10 except to' the extent that such failure results in (i) the failure of actual notice to SUPPLIER, and (ii) damage to SUPPLIER, or an increase in SUPPLIER's indemnification liability, solely as a result thereof. SUPPLIER may, but is not obligated to, assume the defense of any claim to which this Section 10 relates or may relate, and may appoint legal counsel responsible for such defense; provided, that if SUPPLIER chooses to assume such defense, any Indemnified Party may, at its own expense, select its own counsel to represent it; and provided further, that SUPPLIER may not settle any such claim against an Indemnified Party without the prior written consent of such Indemnified Party. If SUPPLIER elects not to assume such defense, such Indemnified Party may elect to do so and SUPPLIER shall pay all costs and expenses of counsel selected by such Indemnified Party in connection with such defense. Any legal counsel appointed by SUPPLIER to defend such a claim shall be experienced in the type of litigation involved and shall be reasonably satisfactory to DISTRIBUTOR. SUPPLIER and each Indemnified Party shall cooperate fully in connection with all matters related to the defense of any such claim.

Indemnification by Supplier. Supplier hereby agrees to indemnify, defend and hold harmless Buyer and any of its respective officers, agents, shareholders, partners, directors, employees, representatives, consultants and advisors (each a “Buyer Indemnified Party”), from and against any and all Losses incurred or suffered by Buyer or any Buyer Indemnified Party for (a) Indemnification SUPPLIER shall indemnify, defend, and hold harmless each of DISTRIBUTOR, its subsidiaries, affiliates, divisions, subdistributors, agents, employees, representatives and customers, and its or their respective successors and assigns (each, an "Indemnified Party") from and against, and in respect of, any and all actions, claims, suits, judgments, damages, liabilities, losses, penalties, costs and expenses (including, without limitation, attorneys' fees) of every kind whatsoever (collectively, "Damages") arising in any manner out of or from, or in connection with any actual or alleged (i) patent, copyright or trademark infringement, or violation of any other proprietary right, arising out Applicable Law or Permit to be complied with hereunder by any Supplier Responsible Party; (b) injury to or death of persons including employees of Supplier or any loss of or physical damage to the purchase, sale, distribution or use property of any Product, (ii) breach by SUPPLIER of Buyer Indemnified Party or any term or provision of this Agreement, (iii) personal injury, wrongful death or property damage third parties to the extent arising out of or relating to resulting from (i) any Product including, but not limited to, misuse or damage of the use Turbine Equipment by any Supplier Responsible Party or (ii) the intentional or negligent acts or omissions of any Product, Supplier Responsible Party; and (ivc) wrongful or negligent act or omission by SUPPLIER and its officers, directors, shareholders, agents, servants, employees, representatives or subcontractors; provided, that this Section 10(a) shall not obligate SUPPLIER to indemnify any Indemnified Party for any portion of Damages (except for Damages. based on theories of strict liability) directly attributable to, and directly caused by, the gross negligence of an Indemnified Party or any unauthorized warranty relating to the Products by DISTRIBUTOR. (b) Procedure Each Indemnified Party shall notify SUPPLIER failure of any third party claim Supplier Responsible Party to pay for Taxes for which such Indemnified Party seeks indemnification under Supplier is responsible pursuant to this Agreement; provided, however, that Supplier shall have no liability for any Losses to the failure proportionate extent resulting from any Buyer’s performance or non-performance under this Agreement or the negligence or willful misconduct of any Buyer Responsible Party. The Parties agree that obligations giving rise to deliver such notice the payment of liquidated damages under this Agreement shall not affect SUPPLIER's obligations give rise to any Indemnified Party a claim of indemnity under this Section 10 except to' the extent that such failure results in (i) the failure of actual notice to SUPPLIER17.2, and (ii) damage this Section 17.2 shall not apply with respect to SUPPLIER, infringement or an increase in SUPPLIER's indemnification liability, solely as a result thereof. SUPPLIER may, but is not obligated to, assume the defense claims of infringement of any claim to which this Section 10 relates patent, copyright, trade secret or may relate, and may appoint legal counsel responsible for such defense; provided, that if SUPPLIER chooses to assume such defense, any Indemnified Party may, at its own expense, select its own counsel to represent it; and provided further, that SUPPLIER may not settle any such claim against an Indemnified Party without other intellectual property right by the prior written consent of such Indemnified Party. If SUPPLIER elects not to assume such defense, such Indemnified Party may elect to do so and SUPPLIER shall pay all costs and expenses of counsel selected by such Indemnified Party in connection with such defense. Any legal counsel appointed by SUPPLIER to defend such a claim shall be experienced in the type of litigation involved and shall be reasonably satisfactory to DISTRIBUTOR. SUPPLIER and each Indemnified Party shall cooperate fully in connection with all matters related to the defense of any such claimTurbine Equipment or Licensed Technology.

Indemnification by Supplier. Supplier hereby agrees to indemnify, defend and hold harmless Buyer and any Financing Party and any of their respective officers, agents, shareholders, partners, members, employees, representatives, consultants, advisors and/or their respective assigns (each a “Buyer Indemnified Party”), from and against any and all Losses incurred or suffered by Buyer or any Buyer Indemnified Party for (a) Indemnification SUPPLIER shall indemnify, defend, and hold harmless each of DISTRIBUTOR, its subsidiaries, affiliates, divisions, subdistributors, agents, employees, representatives and customers, and its or their respective successors and assigns (each, an "Indemnified Party") from and against, and in respect of, any and all actions, claims, suits, judgments, damages, liabilities, losses, penalties, costs and expenses (including, without limitation, attorneys' fees) of every kind whatsoever (collectively, "Damages") arising in any manner out of or from, or in connection with any actual or alleged (i) patent, copyright or trademark infringement, or violation of any other proprietary right, arising out Applicable Law or Permit to be complied with hereunder by any Supplier Responsible Party; (b) injury to or death of persons including employees of Supplier; and (c) any loss of or physical damage to the purchase, sale, distribution or use property of any Product, (ii) breach by SUPPLIER of any term or provision of this Agreement, (iii) personal injury, wrongful death or property damage arising out of or relating to any Product including, but not limited to, the use of any Product, and (iv) wrongful or negligent act or omission by SUPPLIER and its officers, directors, shareholders, agents, servants, employees, representatives or subcontractors; provided, that this Section 10(a) shall not obligate SUPPLIER to indemnify any Indemnified Party for any portion of Damages (except for Damages. based on theories of strict liability) directly attributable to, and directly caused by, the gross negligence of an Buyer Indemnified Party or any unauthorized warranty relating third parties to the Products extent not covered by DISTRIBUTOR. (b) Procedure Each Indemnified Party shall notify SUPPLIER Buyer’s insurance, and to the extent they are the result of the intentional or negligent acts or omissions of Supplier, its Subcontractors or any third party claim Person or entity directly employed by any of them, or any Person or entity for which such Indemnified Party seeks indemnification whose acts any of them are liable during the performance of Supplier’s obligations under this AgreementAgreement (collectively, the “Supplier Responsible Parties”); provided, however, that Supplier shall have no liability for damages to the failure proportionate extent resulting from any Buyer Responsible Party’s performance or non-performance under this Agreement or the negligence or willful misconduct of any Buyer Responsible Party. The Parties agree that obligations giving rise to deliver such notice the payment of liquidated damages under this Agreement shall not affect SUPPLIER's obligations give rise to any Indemnified Party a claim of indemnity under this Section 10 except to' the extent that such failure results in (i) the failure of actual notice to SUPPLIER, and (ii) damage to SUPPLIER, or an increase in SUPPLIER's indemnification liability, solely as a result thereof. SUPPLIER may, but is not obligated to, assume the defense of any claim to which this Section 10 relates or may relate, and may appoint legal counsel responsible for such defense; provided, that if SUPPLIER chooses to assume such defense, any Indemnified Party may, at its own expense, select its own counsel to represent it; and provided further, that SUPPLIER may not settle any such claim against an Indemnified Party without the prior written consent of such Indemnified Party. If SUPPLIER elects not to assume such defense, such Indemnified Party may elect to do so and SUPPLIER shall pay all costs and expenses of counsel selected by such Indemnified Party in connection with such defense. Any legal counsel appointed by SUPPLIER to defend such a claim shall be experienced in the type of litigation involved and shall be reasonably satisfactory to DISTRIBUTOR. SUPPLIER and each Indemnified Party shall cooperate fully in connection with all matters related to the defense of any such claim11.1.1.