Indemnification by Vendor. The Vendor hereby agrees to indemnify and hold the Purchaser harmless from and against any claim, demand, action, cause of action, damage, loss (including lost profits), costs, liability or expense (including legal fees) which may be made or brought against the Purchaser or which the Purchaser may suffer or incur, directly or indirectly, in respect of as a result of, or arising out of:
Indemnification by Vendor. To the fullest extent permitted by law, the VENDOR agrees to indemnify, defend and hold the COUNTY and its departments, elected and appointed officials, employees, agents and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney’s fees and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease or death and for any damage to or destruction of any property (including the loss of use resulting therefrom) which 1) are caused in whole or in part by any action or omission, negligent or otherwise, of the VENDOR, its employees, agents or volunteers or VENDOR’s sub-vendors and their employees, agents or volunteers; or 2) are directly or indirectly arising out of, resulting from, or in connection with performance of this CONTRACT; or 3) are based upon the VENDOR’S or its sub-vendors’ use of, presence upon or proximity to the property of the COUNTY. This indemnification obligation of the VENDOR shall not apply in the limited circumstance where the claim, damage, loss or expense is caused by the sole negligence of the COUNTY. This indemnification obligation of the VENDOR shall not be limited in any way by the Washington State Industrial Insurance Action RCW Title 51, or by application of any other workmen’s compensation act, disability benefit act or other employee benefit act, and the VENDOR hereby expressly waives any immunity afforded by such acts. The foregoing indemnification obligations of the VENDOR are a material inducement to COUNTY to enter into the CONTRACT, are reflected in the VENDOR’s compensation, and have been mutually negotiated by the parties.
Indemnification by Vendor. Subject to the extent of any indemnification from Company pursuant to Section 16.3 hereof, Vendor shall indemnify and hold Company, its Affiliates, directors, officers, employees and agents harmless from and against any and all Damages, except to the extent such damages arise from the negligence or intentional wrongful actions of Company, arising directly or indirectly from:
Indemnification by Vendor. Vendor agrees to indemnify, defend and hold Bank, Synchrony Affiliates and assigns and their respective officers, directors, trustees, employees and agents harmless against any and all suits, claims, actions, proceedings, demands, damages, judgments, liabilities, costs, expenses (including reasonable attorneys’ fees and costs of investigation and settlement awards) of any kind (collectively, “Losses”) asserted by any person or entity (including, without limitation, relating to injury or death of any person or destruction of any property, real or personal) arising out of, connected with or resulting from (i) the material or intentional breach or violation by Vendor of any representation, warranty, covenant or obligation under this Agreement (including without limitation any other agreement or instrument delivered by it in connection with this Agreement or any applicable policy of Bank provided to and acknowledged and accepted in writing by Vendor); (ii) the negligence, willful misconduct or bad faith of Vendor in the performance of its duties under this Agreement; (iii) the failure of Vendor or any subcontractor to properly and securely handle and manage Synchrony Confidential Information, including any Personal Data, or any breach of data security or confidentiality relating thereto; or (iv) any and all lien notices, lien claims, liens, encumbrances, security interests, or other lien rights of any kind filed by any party, including without limitation any subcontractor, which in whole or in part are based on any work, goods, services, material or equipment provided or to be provided under this Agreement.
Indemnification by Vendor. Vendor shall indemnify, defend and hold MMC and its officers, directors, shareholders, agents, employees, representatives, successors and assigns, harmless from and against any act of Vendor (whether based on contract, tort, product liability, strict liability or otherwise), including taxes, and all expenses (including interest, penalties and reasonable attorneys' fees and disbursements) incurred by any of the above- referenced persons, resulting from or in connection with any one or more of the following:
Indemnification by Vendor. (a) Subject to Section 17.6, in the event that the transactions herein contemplated are completed at the Closing, the Vendor hereby agrees to indemnify and hold the Purchaser harmless from and against any loss, damage, claim, Legal Proceeding, deficiency or expense, including all out-of-pocket costs, and including, without limitation, all reasonable legal and accounting fees (but in all respects on a net after tax basis), relating to, arising from or in connection with the following matters:
Indemnification by Vendor. Vendor agrees to indemnify, defend and hold harmless Customer, its Affiliates, and all of their respective present and former officers, members, shareholders, directors, employees, agents, successors, heirs and assignees, from and against any and all losses, liabilities, claims, costs, damages, and expenses (including, without limitation, reasonable attorneys’ fees, disbursements and administrative or court costs) (collectively, “Losses”) paid or incurred in connection with claims by any third party resulting from (i) any breach or alleged breach by Vendor of its obligations, representations or warranties under this Agreement, or any willful, intentional or negligent action or failure by Vendor or its agents in connection with its obligations under this Agreement; (ii) personal or bodily injury (including death) or property damage caused by the fault or negligence of Vendor; (iii) the Deliverables, the Services, or Customer’s use of the Deliverables, including without limitation, any claim of misappropriation of confidential information or a claim that the Deliverables or the Services violate or infringe any third party’s patent, copyright, trademark, trade secret or other intellectual property or proprietary rights; or (iv) any claim that any Vendor Personnel is a Customer employee and not Vendor’s employee or an independent contractor. Vendor’s indemnification obligation under this Section 6.1 shall not be limited in any way by any limitation on the amount or types of damages, compensation or benefits payable by or for Vendor under workers’ compensation acts, disability benefit acts or other employee benefit acts or by the provisions of any insurance.
Indemnification by Vendor. 10 10. Confidentiality .................................................10 11.
Indemnification by Vendor. 9.1 The Vendor shall defend, indemnify and hold harmless the Purchaser and their respective directors, officers, employees, agents, successors and assigns (collectively, in such capacity as the parties to be indemnified under this Agreement, the "INDEMNIFIED PARTIES"), from and against and in respect of any and all Damages suffered or incurred by any Indemnified Party in connection with:
Indemnification by Vendor. Subject to the limits set forth in Sections 5.5, Vendor covenants and agrees with the Purchaser to indemnify and save harmless the Purchaser, effective as and from the Time of Closing, from and against any claims, demands, proceedings, fines, losses, damages, liabilities, deficiencies, costs and expenses (including all reasonable legal fees (including those on a solicitor and own client basis) and other reasonable professional fees and disbursements, interest, penalties, judgments and amounts paid in settlement) but excluding consequential loss, loss of profit and/or special or punitive damages arising directly or indirectly as a consequence of such matter (hereinafter called “Claims”) which may be made by or brought against the Purchaser or which the Purchaser may suffer or incur as a result of, in respect of, or arising out of:
