Indemnity by Distributor. Distributor shall indemnify and hold LipoMatrix harmless from and against any and all liability, damage, loss, cost, expense (including reasonable attorney's fees), regulatory penalties and enforcement actions resulting from any claims made or suits brought against LipoMatrix, its employees, directors and customers which arise or result solely from Distributor's marketing, distribution, handling and shipping of the LipoMatrix Products, or from Distributor's negligence or willful misconduct. LipoMatrix shall promptly notify Distributor of any such claim or suit and shall permit Distributor at Distributor's cost and expense, to handle and control such claim or suit.
Indemnity by Distributor. Distributor agrees to indemnify, defend and hold ABC harmless from any claims, demands, liabilities, and damages arising from or connected with Distributor’s sales, lease, or use of Products and/or Support obligations, except where any such claim, demand, liability or damage is caused by results from actions of ABC.
Indemnity by Distributor. Distributor agrees to indemnify, defend and hold harmless CHI and its directors, officers, employees, agents and representatives (the “CHI Parties”) from and against and in respect of any and all Losses arising out of third party claims against any of the CHI Parties incurred by reason of (i) any breach of the representations, warranties or covenants of Distributor under this Agreement; (ii) any personal injury and property damages resulting from a defect in design, materials or workmanship of a Distributor product; (iii) any claim that the Distributor Intellectual Property or the Distributor products infringe or violate the Intellectual Property rights of a third party (other than CHI); or (iv) the modification, alteration, transport, storage or use by Distributor of the Products after the date of shipment to Distributor hereunder in a manner in conflict in any material respect with the Specifications. Notwithstanding the foregoing, Distributor shall not have any obligation to indemnify CHI with respect to any matters for which Distributor Parties are entitled to indemnification pursuant to Section 16(a).
Indemnity by Distributor. DISTRIBUTOR AGREES TO INDEMNIFY AND HOLD ALTIGEN HARMLESS FROM ANY CLAIMS, SUITS, PROCEEDINGS, LOSSES, LIABILITIES, DAMAGES, COSTS AND EXPENSES (INCLUSIVE OF ALTIGEN'S REASONABLE ATTORNEYS' FEES) MADE AGAINST OR INCURRED BY ALTIGEN AS A RESULT OF NEGLIGENCE, MISREPRESENTATION, OR ERROR OR OMISSION ON THE PART OF DISTRIBUTOR OR REPRESENTATIVE OF DISTRIBUTOR. DISTRIBUTOR SHALL BE SOLELY RESPONSIBLE FOR, AND SHALL INDEMNIFY AND HOLD ALTIGEN HARMLESS FROM, ANY CLAIMS, WARRANTIES OR REPRESENTATIONS MADE BY DISTRIBUTOR OR DISTRIBUTOR'S EMPLOYEES OR AGENTS WHICH DIFFER FROM THE WARRANTY PROVIDED BY ALTIGEN IN ITS END USER AGREEMENT.
Indemnity by Distributor. Distributor agrees to indemnify Company against any liability resulting from (i) an act, omission, or negligence of Distributor in the storage, handling, promoting, marketing, representing, or delivering of Products pursuant to this Agreement or (ii) any default of Distributor under this Agreement. (c)
Indemnity by Distributor. Distributor agrees to indemnify, defend and hold harmless Liquidware, its affiliates, and their directors, officers, shareholders, employees and agents from and against any claims, suits, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees, arising out of or resulting from: (a) any actions or omissions on the part of Distributor in marketing or reselling the Software (other than claims for which Liquidware indemnifies Distributor pursuant to Section 8.1 above); (b) any breach of its obligations set forth in this Agreement; or (c) any failure on the part of Distributor to pay any taxes, duties or assessments due hereunder or other amounts as set forth in Section 5.5.
Indemnity by Distributor. Distributor agrees to indemnify, defend and hold Company, including its employees, agents and affiliates, harmless from and against any and all payments, damages, demands, claims, losses, expenses, costs, obligations and liabilities (including reasonable attorney’s fees and costs), which arise out of, result from or are related to: (i) any breach by Distributor or any Sub-Distributor of any provision contained in this Agreement, including without limitation any obligation, representation, warranty or covenant herein; (ii) any occupational injury or illness sustained by any employee or agent of Distributor or Sub-Distributor to the extent claims are made against, or held to be payable by Company; (iii) any applicable sales or other taxes due from or on behalf of Distributor or Sub-Distributor regardless of whether such taxes must be collected by Company on behalf of the taxing authority and regardless of whether Distributor shall challenge the assessment or amount of such taxes or (iv) any negligent or willful act or omission or violation of any contractual arrangement of Distributor or any of Distributor’s affiliates, Sub-Distributors, officers, directors, agents or employees of each, in connection with its or their performance relating to this Agreement.
Indemnity by Distributor. A. GENERAL INDEMNITY: Distributor will indemnify Davox against any damage, loss, liability or expense (including lawyers' fees) that Davox may incur (i) with respect to any of Distributor's trainees contemplated under Section 4(c) as a result of their acts or omissions while at Davox's training facilities or (ii) as a proximate cause of (a) any modification or amendment of the prescribed terms of the Software License that Davox did not specifically approve, (b) Distributor's failure to comply with Section 3(f), (c) any warranty, condition, representation, indemnity or guarantee granted by Distributor with respect to the Products in addition to or in lieu of the limited warranties specified in Section 7, (d) any omission or inaccuracy in Distributor's advertisements and promotional materials that relate to the Products, (e) Distributor's failure to comply with Section 15 or Section 16. This Section will not be construed to limit or exclude any other claims or remedies which Davox may assert under this Agreement or by law. Additionally, Distributor will indemnify Davox against any damage, loss, liability or expense (including lawyers' fees) that Davox may incur with respect to any actions brought against Davox by EIS International due to any actual or alleged agreements that Distributor has or had with EIS which EIS claims Distributor has breached or violated, whether such breach is alleged to have occurred with or without Davox's assistance.
Indemnity by Distributor. Distributor agrees to indemnify, defend and hold harmless Castelle from claims, losses, costs and liabilities arising out of the acts, omissions, Services, and sales of Distributor and its Customers. Castelle will promptly notify the Distributor of any such claims, losses, costs and liabilities, render reasonable assistance as required, and subject to Distributor selecting competent counsel and skillfully protecting Castelle hereunder in Castelle’s sole discretion, Castelle will permit the Distributor to direct the defense or settlement negotiations, and subject to Castelle’s approval of settlement details, to actually settle such claims.
Indemnity by Distributor. The Distributor shall defend, indemnify and hold harmless Lucira, its affiliates, and their respective directors, officers and employees (“Lucira Indemnitees”) of each of the foregoing from and against any and all Losses incurred as a result of any Claims to the extent based on (i) [****].
