Indemnity by Dealer Sample Clauses

Indemnity by Dealer. Dealer shall indemnify, defend and hold SCUSA, its employees, officers, directors, agents and assigns harmless from any claims, losses, damages, liabilities and expenses, including attorneys’ fees and costs of litigation which relate to (i) a Contract purchased by SCUSA and arise from Dealer’s breach or default under this Agreement, (ii) Dealer’s sale of a Vehicle to a Buyer or Borrower or (iii) a Loan made by SCUSA to a Borrower and which arise from Dealer’s breach or default under this Agreement, Dealer’s conduct, the failure of the transaction to comply with Dealer’s representations and warran- ties in Section 8, or result from any act or omission on the part of Dealer and arise from Dealer’s breach or default under this Agreement, Dealer’s conduct, the failure of the transaction to comply with Dealer’s representations and warranties and/or result from any act or omission on the part of Dealer.
Sample 1
AutoNDA by SimpleDocs
Indemnity by Dealer a. Dealer shall indemnify and hold Priority harmless against and in respect of:
Sample 1
Indemnity by Dealer. Dealer hereby agrees to and shall indemnify, defend, and hold harmless PMI, its directors, officers, agents, employees, shareholders, debtholders and debenture holders from and against each and every cause of action, claim, lawsuit, loss, cost, damage, tax, expense (including reasonable legal fees) or liability, arising out of or related to: (i) loss of or damage to the property, or death of, or personal injury to Dealer, its Customers and/or any third party; and/or (ii) any lawsuit or claim against, or damage to, PMI resulting from or in connection with any breach hereof, non-compliance herewith, or the actions or failure to act of Dealer, its directors, officers, agents, or employees, including but not limited to: (a) breach of any of the provision of this Agreement by Dealer; (b) negligence or other tortious conduct by Dealer or its authorized agents; (c) representations or statements not specifically authorized by PMI herein or otherwise in writing; (d) violation by Dealer of any law, regulation, or order now or hereafter in effect in the Territory; or (e) death or injury to persons who use the Products, due to inaccurate or incomplete information provided to Customers and/or end-users using the Products.
Sample 1
Indemnity by Dealer. Dealer agrees to defend, indemnify and hold Company harmless from and in respect of any loss, claim, damage (including injury or death), liability, costs (including attorney’s fees and disbursements and court costs), action or cause of action of any nature whatsoever arising out of or incurred in connection with any negligent act or omission by Dealer, its directors, officers, employees, agents or those for whom it is responsible at law in the distribution, sale, or servicing of the Products or Parts.
Sample 1
Indemnity by Dealer. Upon request of AXX, Dealer shall indemnify, defend and hold AXX and Absolute S.xX harmless to the extent of Dealer's negligence from any claim, demand, cause of action or cost, including attorney fees incurred by AXX and/or Absolute S.p.A. relating thereto, which may arise or be asserted against AXX and or Absolute S.p.A., if such claim, demand or cause of action results or allegedly results from: (a) Dealer's failure to comply, in whole or in part, with any obligation of Dealer under this Agreement; (b) any actual negligent conduct, error, omission or act of Dealer in connection with the preparation, sale, repair or service (including without limitation warranty service) by Dealer of the Products; (c) any modification of any Products made by or on behalf of Dealer, except those made pursuant to the express written instruction or with the express written approval of Absolute S.p.A.; (d) Dealer's breach of any agreement between Dealer and Dealer's customer; or (e) misleading statements, misrepresentations or deceptive or unfair practices by Dealer, directly or indirectly, to Absolute S.xX, AXX, a customer or a third party. AXX and/or Absolute S.xX shall notify Dealer with reasonable promptness of the existence of any claims and allow Dealer an opportunity to resolve such claims, provided that no resolution or settlement shall be binding upon AXX or Absolute S.p.A. without their written approval thereof. AXX and/or Absolute S.xX may, but shall not be obligated to, tender defense of any such claim, demand or cause of action to Dealer. AXX and/or Absolute S.p.A. may, but shall not be obligated to, retain counsel of its choosing to defend an indemnified claim under this paragraph and Dealer shall reimburse AXX and/or Absolute S.p.A. for any costs or attorneys' fees as incurred.
Sample 1
Indemnity by Dealer. Dealer hereby indemnities and holds harmless the Company and each person who controls the Company (within the meaning of Section 15 of 1933 Act) against any and all losses, claims, damages, liabilities and expenses (including reasonable costs and investigation and counsel fees) arising out of or based upon:
Sample 1
Indemnity by Dealer. Dealer hereby indemnifies and holds harmless the Seller and each person who controls the Seller (within the meaning of Section 15 of the 0000 Xxx) for, from, and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and counsel fees) arising out of or based upon: (i) any breach by Dealer of the representations, warranties or covenants by it contained in or made pursuant to this Agreement; (ii) any untrue statement or alleged untrue statement of a material fact contained in the Offering Materials or in any amendment or supplement thereto or in any blue sky application or document which was included therein in reliance upon information relating to Dealer furnished in writing by it, or on its behalf, expressly for use in connection with the offering materials, or in any amendment or supplement thereto or in any blue sky application or document; (iii) any omission or alleged omission to state in the Offering Materials any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, but only with respect to information relating directly to Dealer furnished by Dealer; or (iv) the failure by Dealer to give, deliver or send a copy of the Offering Materials as appropriate to any person to whom the Units are offered or sold or to offer or sell the Units in accordance with the provisions of any applicable rules, regulations and published administrative interpretations under the 1933 Act and the securities or blue sky laws of any jurisdiction in which the Units are offered or sold by or through Dealer, including any solicitation by Dealer of any subscription other than in accordance with the terms of this Agreement and the Offering Materials, any representation made by Dealer other than as set forth in the Offering Materials furnished by the Seller specifically for use in connection with the Offering or any other misleading statement by Dealer or failure by Dealer to correct a misleading statement by Dealer in order to make such statement conform to the information contained in the Offering Materials. This indemnity agreement shall be in addition to any liability which Dealer may otherwise have.
Sample 1
AutoNDA by SimpleDocs

Related to Indemnity by Dealer

  • Payment by Dealer In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Dealer owes to Company an amount calculated under Section 6(e) of the Agreement, or (ii) Dealer owes to Company, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero.

  • Indemnity by Seller (a) Seller shall release, defend, indemnify and hold harmless Buyer, its directors, officers, agents, attorneys, representatives and Affiliates (“Buyer Group”) against and from any Indemnifiable Losses, which arise out of or relate to or are in any way connected with (i) the Seller’s delivery of the Product to Buyer, (ii) Seller’s or its Affiliates’ ownership, development, construction, operation and/or maintenance of the Project, including the Unit(s) and Sites(s); (iii) Third Party Claims arising from Seller’s or its Affiliates’ actions or inactions, including Seller’s breach of this Agreement or other agreements related to the development, construction, ownership, operation or maintenance of the Project, Unit(s), Seller’s Portfolio, or Site(s); (iv) any environmental matters associated with the Project, including the disposal and transportation of Hazardous Substances by or on behalf of the Seller or at the Seller’s direction or agreement; (v) Third Party Claims arising under any agreement between Seller or its Affiliates and a Customer in Seller’s Portfolio; or (vi) resulting from Seller’s or its Affiliates’ violation of any applicable Law, or requirements of Transmission Provider, Utility Distribution Company, NERC, WECC or Reliability Organization; in each case including any loss, claim, action or suit, for or on account of injury to, bodily or otherwise, or death of, persons, or for damage to or destruction or economic loss of property belonging to Buyer, Seller, Seller’s Affiliates, Customers or others, excepting only such Indemnifiable Losses, to the extent solely caused by the willful misconduct or gross negligence of a member of the Buyer Group.

  • Indemnity by You You will indemnify Siemens, our suppliers and contractors, and each of their respective employees, officers, directors, and representatives from and against, and, at Siemens’ option, defend Siemens from, any claims, damages, liabilities, losses, costs and expenses (including reasonable attorney’s fees) arising from or in connection with: (i) Your Content; (ii) any violation of Laws or rights of others by your use of the Services; (iii) any breach by you of the DSA; (iv) operation, combination, or use of the Services in conjunction with any of Your Content and/or in conjunction with any Third Party software, materials, or services; (v) an adjustment or configuration of the Services made by you or a Third Party to which you facilitate or permit access to the Services, including Users; (vi) our compliance with designs, plans, or specifications provided to us by you or on your behalf; (vii) any claims by any User or any Third Party to which you facilitate or permit access to the Services; (viii) your use of Siemens’ trademarks, designations, and logos in breach of the authorization granted to you in a Specification Document; and (ix) the use of a Service for the operation of or within a High Risk System, if the functioning of a High Risk System depends on the proper functioning of a Service or a Service caused a High Risk System to fail. Section 7.1.1 shall apply mutatis mutandis.

  • Designation by Dealer Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty only to the extent of any such performance.

  • Indemnity by Buyer Buyer shall release, indemnify and hold harmless Seller, its directors, officers, agents, and representatives against and from any and all loss, Claims, actions or suits, including costs and attorney’s fees resulting from, or arising out of or in any way connected with the Product delivered by Seller under this Agreement after the Delivery Point, including any loss, Claim, action or suit, for or on account of injury to, bodily or otherwise, or death of persons, or for damage to or destruction of property belonging to Buyer, Seller, or others, excepting only such loss, Claim, action or suit as may be caused solely by the willful misconduct or gross negligence of Seller, its Affiliates, or Seller’s and Affiliates’ respective agents, employees, directors or officers.

  • Indemnity by the Company The Company hereby agrees to indemnify and hold harmless Consultant and each person and affiliate associated with Consultant against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal counsel fees), and in addition to any liability the Company may otherwise have, arising out of, related to or based upon any violation of law, rule or regulation by the Company or the Company's agents, employees, representatives or affiliates.

  • Indemnification by the Underwriter 8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and:

  • Indemnification by the Underwriters The Underwriters shall indemnify and hold harmless the Company and the Company’s affiliates and each of their respective directors, officers, employees, agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties” and each a “Company Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Underwriters) arising out (i) any untrue statement of a material fact contained in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission to state in any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or omission was made in reliance upon and in conformity with the Underwriters Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding the provisions of this Section 7(b), in no event shall any indemnity by the Underwriters under this Section 7(b) exceed the total discounts received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(b) are not exclusive and will be in addition to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Company Indemnified Party.

  • Indemnification of the Underwriter by the Company The Company agrees to indemnify and hold harmless the Underwriter, its Affiliates, directors, officers, employees and agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, all reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), the Final Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Information, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any Road Show, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Underwriter Information. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

  • Indemnity by Company Without limitation of any other indemnity provided to SCG, to the extent permitted by law, the Company will indemnify and hold harmless SCG and its officers, directors and each Person, if any, who controls SCG (within the meaning of the Securities Act or the Exchange Act), against any losses, claims, damages, liabilities and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case for any such loss, claim, damage, liability, expense or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG or any officer, director or controlling person thereof.

Time is Money Join Law Insider Premium to draft better contracts faster.