Cross Indemnity. Each party hereto agrees to indemnify, defend and hold harmless the other party and its affiliates (and their respective officers, directors, agents and employees) from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, attorneys’ fee and disbursements and liabilities arising under the Securities Laws and any state and foreign securities and blue sky laws) (“Liabilities”) arising in connection with any claims that any Internet Account Management Services or related work product infringes any proprietary or other rights or any infringement claim against any of such persons based on the party’s intellectual property licensed to the other party hereunder (provided the other party has used such intellectual property in conformity with the product guidelines), except to the extent such Liabilities result directly from the gross negligence or knowing or willful misconduct of the other party or its related indemnified parties. The provisions of this Section 7(c) shall survive termination of the Agreement and the provision of services set forth in this Exhibit B.
Cross Indemnity. IN ADDITION TO THE INDEMNITIES PROVIDED IN THIS CONTRACT, MEMBER AGREES TO PROTECT, DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS CGAS’S AND CGAS’S AFFILIATES’ OTHER CONTRACTORS WHICH HAVE EXECUTED A CONTRACT WITH CGAS OR ONE OF CGAS’S AFFILIATES CONTAINING CROSS INDEMNITY PROVISIONS SUBSTANTIALLY SIMILAR TO THIS PROVISION (“CGAS CROSS-INDEMNIFIED CONTRACTORS”) FROM AND AGAINST ANY AND ALL CLAIMS SUFFERED WITH RESPECT TO:
(i) PERSONAL INJURY ( INCLUDING ILLNESS, BODILY INJURY OR DEATH) OF EMPLOYEES OF MEMBER, ITS CONTRACTORS, SUBCONTRACTORS AND INVITEES OR
(ii) LOSS, DAMAGE OR DESTRUCTION OF MEMBER FURNISHED ITEMS OR PROPERTY OWNED OR HIRED BY MEMBER ITS CONTRACTORS, SUBCONTRACTORS AND INVITEES, ARISING IN CONNECTION WITH THIS CONTRACT, HOWSOEVER CAUSED, ( a) WHETHER OR NOT CAUSED OR ALLEGEDLY CAUSED BY THE NEGLIGENCE, SOLE OR CONCURRENT, ACTIVE OR PASSIVE, OF ANY PARTY, INCLUDING CGAS, CGASCROSS- INDEMNIFIED CONTRACTORS, OR THEIR RESPECTIVE EMPLOYEES OR INVITEES, OR ( b) WHETHER BY DEFECTS OR UNFITNESS OF ANY EQUIPMENT, VESSEL, BUILDING OR STRUCTURE, OR OTHERWISE. THE PARTIES INTEND THIS INDEMNITY TO APPLY TO ALL SUCH CLAIMS AND LOSES DESCRIBED ABOVE BASED ON ANY THEORY OR LIABILITY, INCLUDING NEGLIGENCE, NEGLIGENCE PER SE, GROSS NEGLIGENCE, STATUTORY, PREMISES OR STRICT LIABILITY OF ANY PARTY AND UNSEAWORTHINESS OF ANY VESSEL, INCLUDING CGAS CROSS- INDEMNIFIED CONTRACTORS. THE PARTIES INTEND THAT THIS CROSS INDEMNITY APPLIES TO AND WILL BE FOR THE BENEFIT OF CGAS AND CGAS’S AFFILIATES’ OTHER CONTRACTORS WHO HAVE INCLUDED SUBSTANTIALLY SIMILAR CROSS INDEMNITY PROVISIONS IN THEIR RESPECTIVE CONTRACTS WITH CGAS AND/OR CGAS AFFILIATES. FOR THE APPLICATION OF THIS CROSS INDEMNITY TO SUCH OTHER CONTRACTORS. CGAS WILL ACT ONLY AS A FACILITATOR FOR THE BENEFIT OF SUCH OTHER CONTRACTORS, WHO WILL BE ENTITLED TO ENFORCE THIS CROSS INDEMNITY DIRECTLY AGAINST MEMBER IN ADDITION TO CGAS’S RIGHT TO ENFORCE.
Cross Indemnity. Each party (the "Indemnifying Party") shall indemnify and hold harmless the other party, its affiliates, and their respective officers, directors, members, employ-
Cross Indemnity. Each party ("Indemnifying Party") agrees to defend, indemnify and hold harmless the other party, its successors, affiliates, assigns, officers, directors and employees, members, partners and agents ("Indemnitees") from and against any and all claims, actions suits, losses, liabilities, damages, assessments, judgments, costs and expenses, including reasonable attorney's fees, arising out of or pertaining to (i) any breach by the indemnifying party of any representation, warranty or obligation under this Agreement or (ii) any activities conducted by the Indemnifying Party or its agents on the Property.
Cross Indemnity. To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Sections 11(a) and 11(b), responsibility for such Tax or Tax-Related Loss shall be shared by ADS and Loyalty Ventures according to relative fault.
Cross Indemnity. Each party shall indemnify, defend and hold harmless the other, and the other's subsidiaries, parent and affiliates, from and against any and all claims, actions, damages, liabilities, costs and expenses (including reasonable attorneys' fees and expenses), arising out of the death or bodily injury of any agent, employee, customer, business invitee or business visitor of the indemnitor occurring on premises under the control of the indemnitor or its parent or one of its subsidiaries or affiliates.
Cross Indemnity. Each Party (the “Indemnifying Party”) agrees to defend, indemnify and hold the other party (the “Indemnified Party”), its Affiliates and their respective directors, officers, employees and agents and their respective heirs and assigns harmless from all Third Party claims, actions, losses, damages, liabilities or expenses (including, but not limited to, reasonable attorneys’ fees) (each, a “Loss”) arising as a result of (a) a breach by the Indemnifying Party of any of its representations, warranties or obligations under this Agreement, (b) actual or asserted violations of any applicable law or regulation by the Indemnifying Party or any of its employees, Affiliates, sublicensees, consultants, or other agents in connection with the research, development, manufacture, distribution, marketing, promotion, sale, or use of Products, or the reporting requirements for Products, including, but not limited to, any allegation or determination that a Product has been adulterated, misbranded, mislabeled or otherwise is not in compliance with any applicable law or regulation, or (c) except as provided in Section 7.6.4 or
Cross Indemnity. Aurum and Customer each will indemnify, defend, and hold harmless the other from any and all claims, actions, damages, liabilities, costs, and expenses, including without limitation reasonable attorney’s fees and expenses, arising out of (a) the death or bodily injury of any agent, employee, customer, or business invitee of the indemnitor, and (b) the damage, loss, or destruction of any property of the indemnitor.
Cross Indemnity. Each PARTY (the “Indemnifying Party”) agrees to defend, indemnify and hold the other PARTY (the “Indemnified Party”), its AFFILIATES and their respective directors, officers, employees and agents and their respective heirs and assigns harmless from all third party claims, actions, losses, damages, liabilities or expenses (including, but not limited to, reasonable attorneys’ fees) (each, a “Loss”) arising as a result of (a) development, manufacture, use, offer for sale, sale, or distribution of the COMPOUND and/or the PRODUCT by the Indemnifying Party or its AFFILIATES or SUBLICENSEES, (b) negligence or willful misconduct of the Indemnifying Party in the performance of its obligations under this Agreement, or (c) a breach by the Indemnifying Party of any of its representations, warranties or obligations under this Agreement.
Cross Indemnity. Each Party (the “Indemnifying Party”) agrees to defend, indemnify and hold the other party (the “Indemnified Party”), its Affiliates and their respective directors, officers, employees and agents and their respective heirs and assigns harmless from all Third Party claims, actions, losses, damages, liabilities or expenses (including, but not limited to, reasonable attorneys’ fees) (each, a “Loss”) arising as a result of (a) a breach by the Indemnifying Party of any of its representations, warranties or obligations under this Agreement, (b) actual or asserted violations of any applicable law or regulation by the Indemnifying Party or any of its employees, Affiliates, sublicensees, consultants, or other agents in connection with the Development, manufacture, distribution, marketing, promotion, sale, or use of Products, or the reporting requirements for Products, including, but not limited to, any allegation or determination that a Product has been adulterated, misbranded, mislabeled or otherwise is not in compliance with any applicable law or regulation, or (c) except as provided in Section 6.6.4, bodily injury, death, property damage or other harm or damage attributable to the research, Development, manufacture, distribution, marketing, promotion, sale or use of any Products by the Indemnifying Party or its employees, Affiliates, sublicensees, consultants, or other agents.
