AHC Liability Indemnification Sample Clauses

AHC Liability Indemnification. AHC will indemnify and hold harmless CVS against all claims, losses, actual damages (and not special or consequential damages), liabilities, costs, and expenses, including interest, penalties, cost of investigation and defense, and reasonable attorneys’ and other professional fees and expenses to the extent such claims, losses and damages are due to a defect in the Program supplied hereunder or any materials, labeling, instructions, training or other materials approved or provided by AHC. AHC’s obligation of defense and indemnification hereunder shall include claims, losses or damages arising from the Customer Services provided by CVS so long as the actions of CVS were in accordance the training provided by AHC and/or materials approved by AHC. CVS shall promptly notify AHC in writing of any claim for indemnification; provided, however, that failure to give such notice shall not relieve AHC of any liability hereunder (except to the extent AHC has suffered actual material prejudice by such failure). CVS shall tender sole defense and control of such claim to AHC. CVS shall, if requested by AHC, give reasonable assistance to AHC in defense of any claim. AHC shall reimburse the CVS for any reasonable legal expenses directly incurred from providing such assistance, as such expenses are incurred. AHC shall have the right to consent to the entry of judgment with respect to, or otherwise settle, an indemnified claim with the prior written consent of CVS, which consent shall not be unreasonably withheld; provided, however, that CVS may withhold its consent if any such judgment or settlement imposes any unreimbursed monetary or continuing non-monetary obligation on CVS or does not include an unconditional release of CVS and its Affiliates from all liability in respect of claims that are the subject matter of the indemnified claim.