Merchant Indemnification. Merchant shall indemnify and hold Agent and its officers, directors, employees, agents and independent contractors (collectively, "Agent Indemnified Parties") harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys' fees and expenses, directly or indirectly asserted against, resulting from, or related to:
Merchant Indemnification. Merchant shall indemnify and hold Agent and its officers, directors, employees, agents and independent contractors (collectively, “Agent Indemnified Parties”) harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys’ fees and expenses, directly or indirectly asserted against, resulting from, or related to: (i) Merchant’s material breach of or failure to comply with any of its agreements, covenants, representations or warranties contained in any Agency Document; (ii) subject to Agent’s satisfaction of its obligations pursuant to Section 4.1(a) and (b) hereof, any failure of Merchant to pay to its employees any wages, salaries or benefits due to such employees during the Sale Term; (iii) subject to Agent’s compliance with its obligations under Section 8.3 hereof, any failure by Merchant to pay any Sales Taxes to the proper taxing authorities or to properly file with any taxing authorities any reports or documents required by applicable law to be filed in respect thereof; (iv) any liability or other claims asserted by customers, any of Merchant’s employees, or in connection with the performance of the terms of this Agreement any other person against any Agent Indemnified Party (including, without limitation, claims by employees arising under collective bargaining agreements, worker’s compensation or under the WARN Act); or (v) the gross negligence (including omissions) or willful misconduct of Merchant, or its officers, directors, employees agents or representatives.
Merchant Indemnification. Provided that Agent makes a written demand on Merchant for indemnification within one year following the Closing Date, Merchant shall indemnify and hold Agent and its officers, directors, employees, agents and independent contractors (collectively, "Agent Indemnified Parties") harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys' fees and expenses, directly or indirectly asserted against, resulting from, or related to:
Merchant Indemnification. The Merchant shall indemnify and hold the Agent and its officers, directors, employees, agents, and independent contractors harmless from and against all claims, demands, penalties, losses, liability, or damage, including, without limitation, reasonable attorneys’ fees and expenses, directly or indirectly asserted against, resulting from, or related to the Merchant’s material breach of or failure to comply with any of its agreements, covenants, representations, or warranties contained in any Sale Document. The Merchant shall indemnify the Agent from and against all claims, demands, penalties, losses, liability, or damage, including, without limitation, reasonable attorneys’ fees and expenses, directly or indirectly asserted against, resulting from or related to: (i) any structural failures of the buildings; (ii) any harassment or any other unlawful, tortious, or otherwise actionable treatment of any customers, employees or agents of the Agent by the Merchant or any of its representatives; (iii) the gross negligence (including omissions) or willful misconduct of the Merchant or any officer, directors, employees, agents or representative of the Merchant; and (iv) any claims arising from breach of warranty, product liability or product recall relating to any item of Merchandise sold through the Sale.
Merchant Indemnification. Merchant shall indemnify and hold Agent and its officers, directors, employees, agents and independent contractors (collectively, “Agent Indemnified Parties”) harmless from and against all claims, demands, penalties, losses, liability or damage, including, without limitation, reasonable attorneys’ fees and expenses, directly or indirectly asserted against, resulting from or related to: (i) Merchant’s material breach of or failure to comply with any of its agreements, covenants, representations or warranties contained in any Agency Document; or (ii) the gross negligence (including omissions) or willful misconduct of Merchant, or its officers, directors, employees, agents or representatives.
Merchant Indemnification. Xxxxxxxx will indemnify, defend and hold the KingsPay Indemnified Parties harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees) brought against any of the KingsPay Indemnified Parties, arising out of or related to:
Merchant Indemnification. Xxxxxxxx agrees to defend, indemnify and hold UFCU harmless for any claims, losses or damages including repayment of the entire outstanding Loan principal balance of a Customer Loan and any and all related costs, including attorneys’ fees and court costs that remain unpaid within ten
Merchant Indemnification. (a) The Merchant shall indemnify, defend, and hold harmless Armagh POS Solutions, its servants, agents, successors and assigns from and against any and all losses arising from or in connection claims of infringement made against Armagh POS Solutions for any patent, copyright, trade-mark, service mark, trade name, or other proprietary rights in regard to Technology, or any other products or materials of the Merchant, accessed or used in performance of the Services, or otherwise under this Agreement.
Merchant Indemnification. Merchant will defend, indemnify and hold harmless Paya and Paya’s providers, officers, directors, agents, subsidiaries, subcontractors, vendors, and employees from any and all claims, lawsuits, demands, damages, costs, fines, fees or other expenses, (including reasonable attorneys’ fees) resulting from or in any way related to Merchant’s use of the Fraud Mitigation Service, including but not limited to: (a) Merchant’s breach of any representation or warranty contained herein or arising by operation of law, (b) Xxxxxxxx’s violation of the rights of a third party relating to Xxxxxxxx’s use of the Fraud Mitigation Service, (c) the reliability, accuracy, or legitimacy of data submitted by Xxxxxxxx to Paya, or (d) any third party claim resulting from Xxxxxxxx’s use of the Fraud Mitigation Service.
Merchant Indemnification. Shopgate shall have no liability and Merchant shall indemnify, defend and hold Shopgate harmless against any Loss to the extent arising from: (i) Merchant’s breach of this Agreement; (ii) any dispute between Merchant and its users; (iii) any dispute between Merchant and any app store with respect to such store’s app submission, review or approval process, or distribution of the Mobile Apps; and (iv) any violation of applicable laws or regulations by Merchant or its users.
