Indemnity of Vendor Sample Clauses

Indemnity of Vendor. Subject to Clause 11.2, Vendor shall indemnify Purchaser and its directors, employees and agents from and against all Losses which Purchaser, its directors, employees or agents, pays or pay to third parties solely and exclusively as a consequence of a breach, as of the Closing Date, of any representations and warranties of Vendor contained in Clause 9.1 of this Agreement, excepting any Losses, if and to the extent caused by the gross negligence or willful default of Purchaser, its successors, agents or assigns. The indemnity granted by Vendor in this Clause 12 is not a title warranty and does not provide an extension of any representation or warranty contained in Clause 9.1 or any additional remedy with regard to the breach by Vendor of any representation or warranty. Furthermore, the indemnity of Vendor to Purchaser granted pursuant to this Clause 12 shall only apply to claims of indemnity made by Purchaser to Vendor by giving written notice to Vendor within twelve (12) months following the First Closing Date and, in any event, the maximum aggregate liability and indemnity of Vendor to Purchaser for losses suffered by Purchaser pursuant hereto and as a result of any breaches of any representations or warranties shall not exceed the Purchase Price, except in the event of fraud on the part of the Vendor.
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Indemnity of Vendor. The Province shall indemnify and hold harmless each of Vendor and the directors, officers, employees, contractors and agents of Vendor (collectively, the “Vendor Indemnitees”) from and against all liabilities, actions, claims, losses, costs, damages, penalties and expenses (including legal fees on a solicitor and own client basis) of any kind or nature whatsoever which may at any time be brought against, incurred or suffered by the Vendor Indemnitees to the extent directly or indirectly relating to (i) any of the representations and warranties of the Province in this Agreement not being true at the time they are made; (ii) any breach of any of the covenants or other obligations of the Province in this Agreement; or (iii) the wilful misconduct or negligence of the Province.
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Indemnity of Vendor. The City shall indemnify, defend, and hold Vendor harmless with respect to any suit, claim, or proceeding brought against Vendor pertaining to the use of the REVERSE 911 trademark, REVERSE 911 Configuration, REVERSE 911 Software or REVERSE 911 Database arising out of any negligence of the City or any intentional acts of the City not specifically permitted pursuant to this Agreement. City shall also indemnify, defend, and hold Vendor harmless with respect to any suit, claim or proceeding brought against Vendor alleging that an individual suffered damage, injury, death or loss of property resulting from any failure of the REVERSE 911 System to properly deliver an automated telephone message to such individual.
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Indemnity of Vendor. Purchaser shall defend, indemnify and hold Vendor harmless against any claims, actions, expenses, costs, losses or damages (including reasonable legal fees) brought against or suffered by Vendor as a result orally use by Purchaser of' the Domain Name or the Cricket Website or any breach of this Agreement. This paragraph shall survive the expiration or termination of this Agreement.
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Indemnity of Vendor. BellSouth shall, and XxxxXxxxx does hereby agree to, indemnify and hold harmless each Vendor Indemnitee from and against any Claim, by reason of or arising out of (a) a personal injury, death, and damage to tangible property resulting from the intentional or negligent acts or omissions of BellSouth's directors, officers, employees, agents, consultants, contractors or subcontractors in connection with BellSouth's performance of this Agreement, and (b) BellSouth's breach of its obligations under this Agreement.
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Indemnity of Vendor. Purchaser hereby covenants and agrees to indemnify and save harmless Vendor, Parent and Tanknology-USA from and against all Claims which may be made or brought against Vendor, Parent or Tanknology-USA or which they may suffer or incur as a result of, in respect of or arising out of any matter or thing relating to: (i) the conduct of the Business after the Closing Date; (ii) any non-fulfillment of any covenant or agreement on the part of Purchaser under this Agreement, (iii) any breach of any representation or warranty of Purchaser contained herein or in any certificate or other document furnished by Purchaser pursuant to this Agreement or (iv) arising from actions of Purchaser (including failure to act) taken or not taken after the Closing Date. Subject to the provisions of section 10.1, the indemnity provisions of this Article 8 shall be the exclusive remedy of Vendor, Parent and Tanknology-USA in respect of any such Claim.
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Indemnity of Vendor. Subject to Clauses 12.2 and 13.4, Vendor shall indemnify Purchaser and its directors, employees and agents from and against all Losses which Purchaser, its directors, employees or agents, pays or pay to third parties as a consequence of a breach, as of the Closing Date, of any representations and warranties of Vendor contained in Clause 10.1 of this Agreement, excepting any Losses, if and to the extent caused by the gross negligence or wilful default of Purchaser, its successors, agents or assigns. The indemnity granted by Vendor in this
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Indemnity of Vendor 
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Related to Indemnity of Vendor

  • Indemnity of Indemnitee The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

  • Indemnity of Agent The Corporation hereby agrees to hold harmless and indemnify Agent to the fullest extent authorized or permitted by the provisions of the Bylaws and the Code, as the same may be amended from time to time (but, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the Bylaws or the Code permitted prior to adoption of such amendment).

  • Intellectual Property Indemnification Supplier agrees to defend, indemnify, and hold harmless DXC and its affiliates, subsidiaries, assigns, agents, subcontractors, distributors and customers (collectively “Indemnitees”) from and against all claims, losses, demands, fees, damages, liabilities, costs, expenses, obligations, causes of action, suits, or injuries, of any kind or nature, arising from: (i) any claim that Supplier’s Products or Services, or the use, sale or importation of them, infringes any intellectual property right. Without limiting the foregoing, Supplier will pay all costs, damages and expenses (including reasonable attorneys’ fees) incurred by DXC and/or its Indemnitees and will pay any award with respect to any such claim or agreed to in settlement of that claim.

  • Indemnification and Liability A. Neither the Contractor, OSC, nor the State shall be liable for any delay or failure in performance beyond its control resulting from acts of war, hostility or sabotage; act of God; electrical, internet or telecommunications outage that is not caused by the obligated party; or government restrictions, or other force majeure. The parties shall use reasonable efforts to eliminate or minimize the effect of such force majeure events upon performance of their respective duties under this Agreement. If such event continues for more than 90 days, either party may terminate all or any agreed upon portion of the Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC.

  • Indemnification Liability a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys’, witnesses’, and expert witnesses’ fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) the services provided by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel’s failure to comply with or fulfill the obligations established by this Agreement.

  • Indemnification Exclusive Remedy In the absence of fraud, and -------------------------------- except for non-monetary equitable relief, if the Closing occurs, indemnification pursuant to the provisions of this Article 10 shall be the sole and exclusive remedy of the parties for any breach of any representation or warranty contained in this Agreement.

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Conduct of Indemnification Proceedings If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof, provided that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party. An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party, provided that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) not to be entitled to indemnification hereunder.

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