Common use of FIRSTWORLD INDEMNITY Clause in Contracts

FIRSTWORLD INDEMNITY. FirstWorld shall indemnify, defend, protect and hold harmless Irvine its principals, officers, directors, agents, employees and servants from and against any and all losses, costs, expenses, claims, liabilities and damages (including reasonable attorneys' fees) arising directly or indirectly from (a) the use and operation of the Leased Premises and the Conduit by FirstWorld or its employees, agents or contractors, (b) the operation of the Networks, by FirstWorld or its employees, agents, or contractors, (c) FirstWorld's breach of its obligations or representations under this Agreement, (d) FirstWorld's exercise of any rights of entry periodically provided to FirstWorld as contemplated by Section 2.8, above, or (e) the construction, operation, maintenance and repair of Conduit and Cable, in each of the above cases except to the extent ultimately proved to be caused by the sole active negligence or willful misconduct of Irvine, its employees, agents or contractors, or Irvine's breach of its obligations, representations or warranties under this Agreement. In cases of alleged negligence, or any alleged breach of an obligation, representation or warranty by Irvine under this Agreement, asserted by third parties against Irvine which arise out of, are occasioned by, or are in any way attributable to any of the matters specified in clauses (a) through (e), above, FirstWorld shall accept any tender of defense for Irvine and shall, notwithstanding any allegation of negligence or willful misconduct on the part of Irvine, defend Irvine and pay all costs, expenses and attorneys' fees incurred in connection with such litigation, provided that FirstWorld shall not be liable for any such injury or damage, and Irvine shall reimburse FirstWorld for the reasonable attorneys' fees and costs incurred by FirstWorld, all to the extent and in the proportion that such injury or damage is ultimately determined by a court of competent jurisdiction (or in connection with any negotiated settlement agreed to by Irvine) to be attributable to the sole active negligence or willful misconduct of Irvine, or Irvine's breach of any its obligations, representations or warranties under this Agreement. The provisions of this Section shall survive termination of this Agreement.

FIRSTWORLD INDEMNITY. FirstWorld shall indemnify, defend, protect and hold harmless Irvine its principals, officers, directors, agents, employees and servants from and against any and all losses, costs, expenses, claims, liabilities and damages (including reasonable attorneys' fees) arising directly or indirectly from (a) the use and operation of the Leased Premises and the Conduit by FirstWorld or its employees, agents or contractors, (b) the operation of the Networks, by FirstWorld or its employees, agents, or contractors, (cb) FirstWorld's breach of its obligations or representations under this Agreement, (dc) FirstWorld's exercise of any rights of entry periodically provided to FirstWorld as contemplated by Section 2.89.1, above, or (ed) the construction, operation, maintenance and repair of Conduit Cable and CableEquipment or use of the Equipment Space, in each of the above cases except to the extent ultimately proved to be caused by the sole active negligence or willful misconduct of Irvine, its employees, agents or contractors, or Irvine's breach of its obligations, representations or warranties under this Agreement. In cases of alleged negligence, or any alleged breach of an obligation, representation or warranty by Irvine under this Agreement, asserted by third parties against Irvine which arise out of, are occasioned by, or are in any way attributable to any of the matters specified in clauses (a) through (ed), above, FirstWorld shall accept any tender of defense for Irvine and shall, notwithstanding any allegation of negligence or willful misconduct on the part of Irvine, defend Irvine and pay all costs, expenses and attorneys' fees incurred in connection with such litigation, provided that FirstWorld shall not be liable for any such injury or damage, and Irvine shall reimburse FirstWorld for the reasonable attorneys' fees and costs incurred by FirstWorld, all to the extent and in the proportion that such injury or damage is ultimately determined by a court of competent jurisdiction (or in connection with any negotiated settlement agreed to by Irvine) to be attributable to the sole active negligence or willful misconduct of Irvine, or Irvine's breach of any its obligations, representations or warranties under this Agreement. The provisions of this Section shall survive termination of this Agreement.