Vendor’s Indemnity Clause Samples

Vendor’s Indemnity. Vendor shall indemnify, defend, and save and hold the PDP, the City of Pittsburgh and their respective officers, employees, directors, representatives, agents or assigns of either PDP or the City of Pittsburgh, harmless from and against any and all claims, suits, actions, damages, liabilities or expenses (including actual attorney’s fees and costs) arising from or out of, or in any way related to or connected with the Vendor’s participation in the Market or the use by the Vendor or its agents, employees, or contractors, guests, or invitees of the Market. Should Vendor default in payment or performance of any obligation of Vendor hereunder, Vendor agrees that PDP shall have, in addition to each and every remedy available at law or in equity, the following rights and remedies which may be exercised by PDP at its sole discretion and without prior notice to Vendor: the right to terminate Vendor’s participation in the Market; the right to seek specific enforcement of Vendor’s obligations under this Agreement; and the right to secure and remove any and all of Vendor’s property from the Market area, at PDP’s sole discretion and at Vendor’s expense.

Vendor’s Indemnity. The Vendor will indemnify the Company and hold harmless the Company, its officers, agents, employees, subcontractors from claims, liabilities, losses, damages and expenses suffered or incurred by the Company, its officers, agents, employees, including but not limited to legal fees, arising from or caused by any act or commission of the Vendor, or its of officers, agents, employee or subcontractors (a) through injury to any of the Company's and/or the Vendor's officers, agents, employee or subcontractors or to the Company's or its officers, agents, employee or subcontractors' property, or (b) by reason of any actual or alleged trademark, copyright, or patent infringement: or (c) by reason of the Vendor's failure to deliver the Goods or Services in accordance with the Company's instructions or (d) otherwise occurring as a result of any breach by the Vendor of the Order and/or these conditions. Neither party shall be liable to the other for any punitive, indirect or consequential damages sustained by the other (or its affiliates) in connection with the performance of this Order, including without limitation, business interruptions, loss of profits, loss of revenue, loss of use of assets and loss of contracts.

Vendor’s Indemnity. 8.1 Each of the Vendors hereby undertakes that it will severally indemnify and at all times keep the Purchaser fully indemnified on demand against all damages, losses, expenses and reasonable costs (including legal costs) and other liabilities which may be suffered or incurred by the Purchaser or its associates and which arise in connection with any breach or violation of, or default in connection with, any covenants, warranties or agreements made by or to be performed by the it under this Agreement. 8.2 Each of the Vendor Warrantors hereby undertakes that it will severally indemnify and at all times keep the Purchaser fully indemnified on demand against Taxation, together with all reasonable costs (including all legal costs), expenses or other liabilities which the Target Group Members may incur in connection with (i) the investigation, the assessment or the contesting of any Taxation claim; or (ii) the settlement of any Taxation claim; or (iii) any legal proceedings involving the Target Group Members; or (iv) the enforcement of any such settlement or judgment, falling on the Target Group Members resulting from or by reference to any income, profits or gains earned, accrued or received on or before the Completion Date or any event or transaction on or before the Completion Date whether alone or in conjunction with any circumstances whenever occurring and whether or not such Taxation is chargeable against or attributable to any other person, firm, company or corporation PROVIDED THAT this Clause 8.2 does not cover, and the Vendors shall be under no liability in respect of any claim, liability for taxation or losses: (a) to the extent that provision or reserve has been made for such claim in the Accounts and the Management Accounts which arise in the ordinary course of business of the Target Group; or (b) to the extent of any provisions or reserve made for any claim in the Accounts which is finally established to be an over-provision or an excessive reserve; or (c) to the extent that such claim would not have arisen but for a voluntary act or transaction carried out by the Target Group Members or the Purchaser after Completion; or (d) to the extent that such claim arises or is increased as a result only of any increases in rates of taxation or change in law, rule or regulation of any governmental, administrative or regulatory body affecting the Target Group Members or accounting policies, practices or treatments made after the Completion Date with retrospec...

Vendor’s Indemnity. The Purchaser shall indemnify and save harmless the Vendor and its directors, officers, employees, agents, successors and assigns from and against any and all Losses which may be suffered or incurred by or claimed against the Vendor or its directors, officers, employees, agents, successors or assigns arising from or in connection with the Purchaser's use of such retained agreements.

Vendor’s Indemnity. 4.1 Vendors shall indemnify the Purchaser Group against all Losses suffered or incurred by the Purchaser Group arising out of or in connection with the use by the Vendor Group of the email domain @▇▇▇▇▇.▇▇▇ during the Restricted Use Period.

Vendor’s Indemnity. (A) At Vendor’s expense and as described herein, Vendor agrees to (i) indemnify, (ii) defend with counsel approved in writing by County, and (iii) hold County Indemnitees harmless from any claims, actions, proceedings, liability, damages, costs, and expenses, of any kind or nature arising out of, or in connection with: (a) any alleged act or failure to act by Vendor or its directors, officers, agents, or employees which has caused, or which is alleged to have caused (including negligent or willful misconduct), any injury to any Person or Persons or damage or loss to tangible property; (b) a breach of the provisions of Section 19 (Confidentiality) relating to Vendor’s use of County Confidential Information; (c) a breach of the provisions of Section 21.1.8 (Compliance with Laws);

Vendor’s Indemnity. 8.1 If there shall be any breach by the Vendors of any warranty, guarantee, undertaking and agreement herein contained, then the Purchaser shall be entitled to be indemnified by the Vendors in respect of any loss resulting from such breach. 8.2 Without prejudice to the generality of the foregoing, if the effect of any such breach is that The said Company and ZHONGXING has incurred or incurs any liability or contingent liability which would not have been incurred had there been no such breach, then the Vendors shall make good to The said Company and ZHONGXING the amount of the loss occasioned by such liability by payment in cash to The said Company and ZHONGXING.

Vendor’s Indemnity. Provided the Purchaser has been furnished with all FOCC Plans, the Purchaser shall forever protect, indemnify and defend the Vendor and its officers, directors, agents, employees and licensees from and against any and all Losses resulting from or arising out of damage to the FOCCs and any modification, replacement and additions thereto, caused by or arising from the maintenance, excavation, demolition or alteration of the subject lands by the Purchaser, so long as the damaged FOCCs have been adequately identified in the FOCC Plans.

Vendor’s Indemnity. The Vendors will severally (and not jointly) indemnify and save harmless UQ and the directors, and officers of UQ (collectively, the “UQ Indemnified Persons”) from and against all claims incurred by UQ directly or indirectly resulting from any breach of any covenant of the Vendors contained in this Agreement or from any inaccuracy or misrepresentation in any representation or warranty made by the Vendors set forth in Section 3.1. Notwithstanding any of the other provisions of this Agreement, the Vendors will not be liable to the UQ Indemnified Persons in respect of: (a) any inaccuracy or misrepresentation in any representation or warranty set forth in Section 3.1 after one year after the Closing Date, save in respect of any claims made in respect of Section 3.1(1)(b); or (b) unless and until the aggregate of all such claims exceeds $25,000, and then only to the extent that such aggregate exceeds such amount to a maximum of the respective value of the Exchanged Securities received by each such Vendor.