Common use of DEFENSE AND INDEMNITY; LIMITATION OF LIABILITY Clause in Contracts

DEFENSE AND INDEMNITY; LIMITATION OF LIABILITY. (a) Indemnification by LE. LE will defend, indemnify, and hold harmless SHGS and its Affiliates and their respective Representatives from and against any and all costs, liabilities, losses, penalties, expenses and damages (including reasonable attorneys’ fees) of every kind and nature arising from third-party claims, demands, litigation, and suits related to or arising out of this Agreement (together “LE Claims”), except to the extent that such LE Claims are found by a final judgment or opinion of an arbitrator or a court of appropriate jurisdiction to be caused by: (i) a breach of any provision of this Agreement by SHGS; or (ii) any negligent act or omission, or willful misconduct of SHGS, its Affiliates, or their respective Representatives in performance of this Agreement.

DEFENSE AND INDEMNITY; LIMITATION OF LIABILITY. (a) Indemnification by LE. LE will defend, indemnify, and hold harmless SHGS Agent and its Affiliates and their respective Representatives from and against any and all costs, liabilities, losses, penalties, expenses and damages (including reasonable attorneys’ fees) of every kind and nature arising from third-party claims, demands, litigation, and suits related to or arising out of this Agreement (together “LE Claims”), except to the extent that such LE Claims are found by a final judgment or opinion of an arbitrator or a court of appropriate jurisdiction to be caused by: (i) a breach of any provision of this Agreement by SHGSAgent; or (ii) any negligent act or omission, or willful misconduct of SHGSAgent, its Affiliates, or their respective Representatives in performance of this Agreement.