Supplier’s Indemnification. Supplier agrees to indemnify, defend and hold harmless Purchaser, its affiliates, customers, employees, officers, directors, agents, attorneys, representatives, successors and assigns from and against any losses, liabilities, costs, damages, claims, firms, penalties, and expenses (including without limitation, costs of defense or settlement and reasonable attorney consultant’s and expert’s fees that arise out of or result from (i) any breach of representation or warranty by Supplier or failure of Supplier to perform its obligations under this Agreement; (ii) violation of any law, including but not limited to those laws governing the use of trade names, trademarks, logos, labels or other intellectual property, in any way arising out of or caused or alleged to have been caused by Supplier’s Product(s), packaging or labeling under this Agreement.
Supplier’s Indemnification. Supplier shall indemnify, defend and hold harmless SCRIPSAMERICA and its Affiliates, shareholders, subsidiaries, directors, officers, employees, agents and representatives (each a “SCRIPSAMERICA Indemnitee”), from any and all liabilities, claims, losses, damages, judgments or awards, costs or expenses, including reasonable attorneys’ fees, of whatsoever nature and by whomsoever asserted, whether asserted by a third party or by a party to this Agreement, directly or indirectly, arising out of, resulting from or in any way connected with (a) any breach by Supplier of the terms of this Agreement; (b) non-compliance with the Specifications or the Supplier Warranties; (c) any non-compliance with any Laws applicable to Supplier’s obligations under this Agreement; (d) any governmental, regulatory or other proceedings to the extent any such proceedings result from Supplier’s failure to comply with the Specifications or the Supplier Warranties; (e) any recall or return of the Products initiated by Supplier or SCRIPSAMERICA, whether voluntarily or by order of any court or other duly empowered governmental or regulatory office, to the extent that Supplier’s failure to comply with the Specifications or the Supplier Warranties is responsible for such recall; or (f) any claim that the manufacture, use or sale of any of the Products infringes upon or violates any patent, trademark, copyright, trade secret or other proprietary rights of any third party so long as such claim is not based upon proprietary rights owned by SCRIPSAMERICA.
Supplier’s Indemnification. Supplier will defend each of Cisco and its officers, directors, employees, successors and assigns (collectively the “Indemnified Parties”) from and against all claims, suits, demands and actions brought or made by third parties against the Indemnified Parties or tendered to the Indemnified Parties for defense and/or indemnification (collectively “Claims”), and shall indemnify and hold harmless the Indemnified Parties from and against all damages, losses, costs, and liabilities including reasonable attorney and professional fees (collectively “Losses”) as incurred that result or arise from Claims, directly or indirectly that: (i) allege that one or more Products, or any part thereof, or their manufacture, use, import, support, sale or distribution infringe, misappropriate, or violate any Intellectual Property rights of any third party; or (ii) allege that one or more Products, or any part thereof, have caused bodily injury (including death) or physical damage to tangible property. In addition, Supplier will pay all amounts agreed to in a monetary settlement of the Claims that are agreed to by Supplier in settlement.
Supplier’s Indemnification. Supplier shall indemnify, defend and hold harmless Zicam and its Affiliates, shareholders, subsidiaries, directors, officers, employees, agents and representatives (each a "Zicam Indemnitee"), from any and all liabilities, claims, losses, damages, judgments or awards, costs or expenses, including reasonable attorneys' fees, of whatsoever nature and by whomsoever asserted, whether asserted by a third party or by a party to this Agreement, directly or indirectly, arising out of, resulting from or in any way connected with (a) any breach by Supplier of the terms of this Agreement; (b) non-compliance with the Specifications or the Supplier Warranties; (c) any non-compliance with any Laws applicable to Supplier's obligations under this Agreement; (d) any governmental, regulatory or other proceedings to the extent any such proceedings result from Supplier's failure to comply with the Specifications or the Supplier Warranties: (c) any recall or return of the Products initiated by Supplier or Zicam, whether voluntarily or by order of any court or other duly empowered governmental or regulatory office, to the extent that Supplier's failure to comply with the Specifications or the Supplier Warranties is responsible for such recall; or (t) any claim that the manufacture, use or sale of any of the Products infringes upon or violates any patent, trademark, copyright, trade secret or other proprietary rights of any third party so long as such claim is not based upon proprietary rights owned by Zicam.
Supplier’s Indemnification. Supplier shall indemnify, defend, and hold Powerwave and Powerwave’s affiliates, shareholders, directors, officers, employees, contractors, agents and other representatives (the “Powerwave-Indemnified Parties”) harmless from all third party demands, claims, actions, causes of action, proceedings, suits, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including fees and disbursements of counsel) of every kind (each a “Claim,” and, collectively “Claims”) (i) based upon personal injury or death or injury to property to the extent any of the foregoing is proximately caused by the negligent or willful acts or omissions of Supplier or its officers, employees, subcontractors or agents and/or (ii) arising from or relating to any actual or alleged infringement or misappropriation of any patent, trademark, mask work, copyright, trade secret or any actual or alleged violation of any other intellectual property rights arising from or in connection with Supplier’s manufacturing processes.
Supplier’s Indemnification. Supplier shall defend, indemnify and hold harmless Distributor, its owners, officers, directors, agents and employees (“Distributor Indemnified Parties”), from and against any and all damages, liabilities, losses, costs and expenses (including, without limitation, attorneys' fees) (collectively, ”Losses”) resulting from any third party claim arising out of or in connection with any breach by Supplier of any covenant, obligation, representation or warranty contained herein, or the negligence, recklessness or willful misconduct of any Supplier Indemnified Parties (as defined below) in connection with the performance of any obligations of Supplier under this Agreement.
Supplier’s Indemnification. Supplier will indemnify, defend, and hold harmless each of Cisco and its officers, directors, employees, successors and assigns (collectively the “indemnified Parties”) from and against all claims, suits, demands and actions brought by a third party against the Indemnified Parties or tendered by demand to the Indemnified Parties for defense and/or indemnification (collectively “Claims”), and for all damages, losses, costs and liabilities including reasonable attorney and professional fees (collectively “Losses”) that result from Claims, to the extent that such Claims are based on the allegation (i) that one or more Products, or any part thereof, as supplied by Supplier to Cisco and used as permitted hereunder, infringe, misappropriate, or violate any Intellectual Property rights of any third party; or (ii) that one or more Products, or any part thereof, have caused bodily injury (including death) or physical damage to tangible property; or (iii) allege that, due to any Open Source Technology incorporated by Supplier into any Software, (x) a third party has been granted any right or immunity in, to or under Cisco products, property or proprietary technology; or (y) any Cisco trade secret must be disclosed. In addition, the Supplier will, subject to Section 19.3, pay all amounts in a monetary settlement of the Claims.
Supplier’s Indemnification. Supplier shall: (a) defend Cisco, its officers, directors, employees, successors, customers and assigns (collectively the “Indemnified Parties”) against all claims, suits, demands and actions brought against the Indemnified Parties or tendered to the Indemnified Parties for defense and/or indemnification (collectively, “Claims”) to the extent alleging (i) that one or more Products, or any part thereof, or their manufacture, use, import, export, support, sale or distribution infringe, misappropriate, or violate any Intellectual Property rights of any third party; or (ii) that one or more Products, or any part thereof, have caused bodily injury (including death) or physical damage to tangible property, and (b) indemnify and hold harmless the Indemnified Parties for damages, costs, and liabilities including reasonable attorney and professional fees awarded by a court of competent jurisdiction or paid in monetary settlement arising out of such Claims. In addition, Supplier shall pay all amounts agreed to in a monetary settlement of the Claims made in accordance with Section 12.3 below.
Supplier’s Indemnification. The Supplier shall indemnify, hold -------------------------- harmless and defend DLC, its parent, Affiliates, and its and their successors, officers, directors, employees, shareholders, agents, contractors, subcontractors, invitees and successors, from and against any and all claims, demands, suits, obligations, payments, liabilities, costs, losses, judgments, damages and expenses (including the costs and expenses of any and all actions, suits, proceedings, assessments, judgments, settlements, and compromises relating thereto reasonable attorneys' and expert fees and reasonable disbursements in connection therewith) for damage to property, injury to or death of any Person, including DLC's employees, the Supplier's employees and their Affiliates' employees, or any third parties, to the extent caused wholly or in part by any act or omission, negligent or otherwise, by the Supplier or its officers, directors, employees, agents, contractors, subcontractors and invitees arising out of or connected with the Supplier's performance or breach of this Agreement, or the exercise by the Supplier of its rights hereunder. In furtherance of the foregoing indemnification and not by way of limitation thereof, the Supplier hereby waives any defense it otherwise might have under applicable workers' compensation laws.
Supplier’s Indemnification. Subject to Section 9.3, Supplier shall indemnify, defend, and hold Customer and Customer’s affiliates, shareholders, directors, officers, employees, contractors, agents and other representatives harmless from all demands, claims, actions, causes of action, proceedings, suits, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including fees and disbursements of counsel) to the extent any of the foregoing is proximately caused by the gross negligence or willful misconduct of Supplier or its officers, employees, subcontractors or agents. Supplier’s obligations under this Section are in addition to any other Supplier obligations set forth herein, and shall not be limited by any limitation on the amount or type of damages, compensation or benefits payable by Supplier under any workers compensation act or similar employee benefit act.
