By THC Sample Clauses

By THC. THC agrees to indemnify, defend and hold harmless Brim, its employees, agents and affiliates, from all claims, demands, liabilities, suits, costs and expenses (including reasonable attorneys' fees) arising out of a material breach by THC of its obligations hereunder. For purposes of this Agreement, the term "affiliates" shall mean any parent, sister or subsidiary corporation of THC or any director, officer, agent or shareholder of any such corporation.

By THC. THC hereby represents and warrants as follows: 2.1. THC has, or as of the Commencement Date will have, all corporate necessary power and authority to enter into this Agreement and to execute all documents and instruments referred to herein or contemplated hereby and all necessary action has been taken to authorize the individual executing this Agreement to do so. This Agreement has been duly and validly executed and delivered by THC and is enforceable against THC and its affiliates in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, regulations and authorities affecting the rights of creditors generally and by general principles of equity. 2.2. The foregoing representations and warranties of THC hereunder shall be true, complete and correct in all material respects as of the date hereof and as of the Commencement Date with the same force and effect as though such representation or warranty made on such date, and all representations and warranties shall survive the Commencement Date for a period of one (1) year; provided, however, that if Brim notifies THC in writing of a claim prior to the expiration of such one (1) year period such representations or warranties shall survive until the resolution of such claim.

By THC. THC represents and warrants that: (1) as of the Effective Date, it is a corporation validly existing and in good standing under the laws of Nevada; (2) as of the Effective Date, it has all the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement for itself and its Affiliates; (3) the execution, delivery and performance of this Agreement has been duly authorized by THC as of the Effective Date; (4) as of the Effective Date, no approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Agreement; (5) in connection with its obligations under this Agreement, it shall be responsible for its compliance with all applicable Federal, state and local laws and regulations and shall obtain all applicable permits and licenses; (6) the Xxxxx Proprietary Software does not and will not, and any code or materials provided or created by Xxxxx, its subcontractors or agents (except for any code or materials provided or created by PSC, its subcontractors or agents) that is contained on the Developed Software will not, infringe upon the proprietary rights of any third party; and (7) it or its Affiliates are either the owner or authorized by the owner of the Xxxxx Machines to use such Xxxxx Machines in accordance with the terms of this Agreement.

By THC. THC shall indemnify PSC and its Affiliates from, and defend PSC and its Affiliates against, any liability or expenses arising out of or relating to: (1) any claim by a third party that (A) the Xxxxx Proprietary Software or (B) the Xxxxx Developed Software or any code or materials provided or created by Xxxxx, its subcontractors or agents that is contained in the Xxxxx Software (except as may have been caused by a (i) modification by PSC, PSC Project Personnel or PSC Company Contractors or (ii) PSC’s combination, operation or use with devices, data or programs furnished by PSC, PSC Project Personnel or PSC Company Contractors, if the infringement would not have occurred but for such modifications, combination, operation or use) infringes upon the proprietary rights of any third party; (2) any claims in connection with the Third Party Agreements arising prior to July 1, 1995; (3) any amounts, including taxes, interest and penalties assessed against PSC which are obligations of THC pursuant to Article 23; (4) the inaccuracy or untruthfulness of any representation or warranty made by THC pursuant to Section [**]; (5) a violation by Xxxxx or its employees, subcontractors or agents (other than PSC) of Federal, state or other laws or regulations for (a) the protection of medical records privacy or (b) the protection of persons or members of a protected class or category; (6) sexual discrimination or harassment by Xxxxx or its employees, subcontractors or agents; (7) work-related injury (except as may be covered by PSC’s workers’ compensation) or death caused by Xxxxx, its employees, subcontractors or agents (other than PSC); (8) vested employee benefits of any kind not expressly assumed by PSC; (9) any representations, oral or written, made by Xxxxx to Xxxxx’x employees;