Indemnity by Vendor. Vendor agrees to indemnify and hold harmless the Purchaser and his affiliates (collectively, the “Purchaser Indemnified Parties”), from and against, and to reimburse the Purchaser Indemnified Parties with respect to, any and all loss, damage, liability, claims, cost and expense, including reasonable attorneys’ and accountants’ fees, (each, a “Loss”, or collectively, “Losses”) incurred by the Purchaser Indemnified Parties by reason of or arising out of or in connection with (i) the breach of any representation or warranty contained in Section 2 hereof or (ii) the failure of the Vendor to perform any agreement required by this Agreement to be performed by it. The Purchaser agrees to give prompt written notice to Vendor of the allegation by any third party of the existence of any liability, obligation, contract, other commitment or state of facts referred to in this Section 5.1. Vendor shall be entitled to control the contest, defense, settlement or compromise of any such claim (including engagement of counsel in connection therewith), at its own cost and expense, including the cost and expense of reasonable attorneys’ fees in connection with such contest, defense, settlement or compromise, and the Purchaser shall have the right to participate in the contest, defense, settlement or compromise of any such claim at its own cost and expense, including the cost and expense of attorneys’ fees in connection with such participation. Notwithstanding the foregoing, Vendor shall not settle or compromise any such claim without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, provided, that such consent shall not be required in the event that the settlement or compromise includes an unconditional and complete release of the Purchaser Indemnified Parties and does not provide for any ongoing obligations of the Purchaser.
Indemnity by Vendor. Vendor shall indemnify AMEX from, and defend AMEX, its parent, and their respective employees, agents, and affiliates, from and against any liability or expenses (including reasonable attorneys' fees, expert witness fees, expenses, and costs of settlement) arising out of or relating to any claim [***]. Vendor shall indemnify AMEX from any costs and expenses incurred in connection with the enforcement of this Section 23.02.
Indemnity by Vendor. Vendor will defend, indemnify and hold harmless the Company and its affiliates and Customers (and their respective employees, directors, agents, and representatives) (the "Company Indemnified Persons") from and against any and all claims, costs, damages, judgments and expenses (including reasonable attorneys' fees) (“Damages”) arising out of any third party claim, action or proceeding (collectively, “Claim”) to the extent such Claim is based on (a) any actual or alleged breach of the Vendor’s representations or warranties set forth in this Section 17 or its obligations under the Agreement, (b) any actual or alleged infringement of any intellectual property rights (including, without limitation, patents, copyrights, trademarks, service marks, trade names, trade dress, proprietary logos or insignia or other source or business identifiers) by the Products, the Vendor Content, or any technology or system used by Vendor in its performance hereunder, and (c) any other injury, harm or damage caused by the Products (including the advertisement, offer, sale or return of the Products and claims based upon product liability or personal injury), the Vendor Content or other information, data, materials or other items provided or made available by Vendor under the Agreement.
Indemnity by Vendor. Subject to section 10.3 the Vendor shall:
Indemnity by Vendor. Vendor shall indemnify Customer from, and defend and hold Customer harmless from and against, any Losses suffered, incurred or sustained by Customer or to which Customer becomes subject, resulting from, arising out of or relating to any claim:
Indemnity by Vendor. (a) IP Claims
Indemnity by Vendor. (a) The Vendor shall indemnify and hold harmless DTOR and its directors, officers, agents, employees and shareholders (collectively, the “Indemnified Parties”) from and against all Claims, whether or not arising due to third party Claims, which may be made or brought against the Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of or in connection with or relating to:
Indemnity by Vendor. Subject to the limitations in clause 8.3, the Vendor indemnifies and holds harmless the Purchaser in respect of any liability of a Group Company to pay any VAT (or equivalent tax) in Germany which arose prior to Completion in connection with any supplies made to or by any company within the Daimler Chrysler group including, for the avoidance of doubt, any related fines, interest or penalties arising in connection with such supplies (unless such amount is already recovered by the Purchaser under the Tax Deed or has been provided for in the Completion Accounts).
Indemnity by Vendor. The Vendor shall indemnify and hold the Purchaser and the Company, their respective directors, officers and employees harmless in respect of any claim, demand, action, cause of action, damage, loss, cost, liability or expense (hereinafter referred to as a “Claim”) which may be made or brought against an Indemnified Party or which it may suffer or incur directly or indirectly as a result of, in respect of or arising out of:
Indemnity by Vendor. Vendor agrees to indemnify, defend and hold harmless TXUED and its officers, directors, employees, agents, representatives, successors and assigns from and against any and all Losses due to third party claims (excluding the claims of TXUED’s Affiliates and Eligible Recipients) arising from or in connection with any of the following:
