Common use of Tops Clause in Contracts

Tops. Tops shall defend, indemnify and hold harmless C&S and its Affiliates, and their respective owners, directors, officers, employees, servants, agents, successors and assigns (collectively, the “C&S Indemnitees”) from any and all Losses arising out of or related to any Third Party Claim against any of the C&S Indemnitees to the extent that such Third Party Claim arises out of, is in connection with or results from: (i) acts or omissions of Tops in any manner related to the handling, storage, use or transportation of the Merchandise supplied to Tops pursuant to the terms of this Agreement; (ii) the willful misconduct or negligent acts of Tops, its employees or subcontractors related to its performance of the Services or its other obligations under this Agreement; or (iii) a breach of any representation or warranty made by Tops in this Agreement; provided, however, this indemnification and hold harmless with respect to sub-sections (i)-(iii) shall not apply to the extent of any Losses arising out of or relating to any Third Party Claim in connection with or resulting from the negligence or willful misconduct of C&S, its Affiliates or their respective employees, representatives or agents. Whenever C&S receives notice of a Third Party Claim against any C&S Indemnitee that would be covered by this provision, C&S shall in turn provide Tops with prompt written notice of such Third Party Claim; provided, that the failure to so notify Tops will not relieve Tops of any * Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission. liability that it may have hereunder, except to the extent that Tops demonstrates that the defense of such action is prejudiced by C&S’s failure to give such notice.