Common use of General Indemnity Rights Clause in Contracts

General Indemnity Rights. Each Party (the “Indemnifying Party”) will defend and indemnify the other Party, its officers, directors, employees and permitted assignees (collectively, the “Indemnified Party”) and hold such Indemnified Party harmless against: 10.1.1 Any loss to a third person arising out of the gross negligence or willful misconduct (“Fault”) of such Indemnifying Party or the Fault of its employees, agents and subcontractors; provided however, that (1) with respect to employees or agents of the Indemnifying Party, such Fault occurs while performing within the scope of their employment, (2) with respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of the subcontractor performing duties under its subcontract with the Indemnifying Party, and (3) with respect to the Fault of employees or agents of such subcontractor, such Fault occurs while performing within the scope of their employment by the subcontractor with respect to such duties of the subcontractor under the subcontract. 10.1.2 Any claims for libel, slander, infringement of copyright, or other intellectual property rights, arising from the material transmitted over the Indemnified Party’s facilities arising from the Indemnifying Party’s own communications or the communications of such Indemnifying Party’s end users. 10.1.3 Any claims for infringement of patents arising from combining the Indemnified Party’s facilities or services with, or the using of the Indemnified Party’s services or facilities in connection with, facilities of the Indemnifying Party.

Appears in 4 contracts

Samples: Interconnection Agreement, Interconnection Agreement, Interconnection Agreement

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General Indemnity Rights. Each Party (the “Indemnifying Party”) will defend and indemnify the other Party, its officers, directors, employees and permitted assignees (collectively, the “Indemnified Party”) and hold such Indemnified Party harmless against: 10.1.1 : Any loss to a third person arising out of the gross negligence or willful misconduct (“Fault”) of by such Indemnifying Party or the Fault of its employees, agents and subcontractors; provided however, that (1) with respect to employees or agents of the Indemnifying Party, such Fault occurs while performing within the scope of their employment, (2) with respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of performing duties of the subcontractor performing duties under its subcontract with the Indemnifying Party, and (3) with respect to the Fault of employees or agents of such subcontractor, such Fault occurs while performing within the scope of their employment by the subcontractor with respect to such duties of the subcontractor under the subcontract. 10.1.2 . Any claims for libel, slander, slander infringement of copyright, or other intellectual property rights, copyright arising from the material transmitted over the Indemnified Party’s facilities arising from the Indemnifying Party’s own communications or the communications of such Indemnifying Party’s end users. 10.1.3 customers; and Any claims for infringement of patents arising from combining the Indemnified Party’s facilities or services with, or the using of the Indemnified Party’s services or facilities in connection with, facilities of the Indemnifying Party. Any loss arising from such Indemnifying Party’s failure to comply with applicable law, including the Act or applicable FCC or Commission rule.

Appears in 3 contracts

Samples: Reciprocal Compensation Agreement, Reciprocal Compensation Agreement, Reciprocal Compensation Agreement

General Indemnity Rights. Each Party (the “Indemnifying Party”) will defend and indemnify the other Party, its officers, directors, employees and permitted assignees (collectively, the “Indemnified Party”) and hold such Indemnified Party harmless against: 10.1.1 11.1.1 Any loss to a third person arising out of the gross negligence or willful misconduct (“Fault”) of by such Indemnifying Party or the Fault of its employees, agents and subcontractors; provided provided, however, that (1) with respect to employees or agents of the Indemnifying Party, such Fault occurs while performing within the scope of their employment, (2) with respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of performing duties of the subcontractor performing duties under its subcontract with the Indemnifying Party, and (3) with respect to the Fault of employees or agents of such subcontractor, such Fault occurs while performing within the scope of their employment by the subcontractor with respect to such duties of the subcontractor under the subcontract. 10.1.2 11.1.2 Any claims for libel, slander, infringement of copyright, or other intellectual property rights, copyright arising from the material transmitted over the Indemnified Party’s facilities arising from the Indemnifying Party’s own communications or the communications of such Indemnifying Party’s end users.customers; and 10.1.3 11.1.3 Any claims for infringement of patents arising from combining the Indemnified Party’s facilities or services with, or the using of the Indemnified Party’s services or facilities facilitates in connection with, facilities of the Indemnifying Party. 11.1.4 Any loss arising from such Indemnifying Party’s failure to comply with applicable law, including the Act or applicable FCC or Commission rule.

Appears in 3 contracts

Samples: Interconnection Agreement, Interconnection Agreement, Interconnection Agreement

General Indemnity Rights. Each Party (the “Indemnifying Party”) will shall defend and indemnify the other Party, its officers, directors, employees and permitted assignees (collectively, the “Indemnified Party”) and hold such Indemnified Party harmless against: 10.1.1 Any loss (a) any Loss to a third person arising out of the gross negligence negligent acts or omissions, or willful misconduct ("Fault") of by such Indemnifying Party or the Fault of its employees, agents and subcontractors; provided provided, however, that that: (1) with respect to employees or agents of the Indemnifying Party, such Fault occurs while performing within the scope of their employment, (2) with respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of performing duties of the subcontractor performing duties under its subcontract with the Indemnifying Party, and (3) with respect to the Fault of employees or agents of such subcontractor, such Fault occurs while performing within the scope of their employment by the subcontractor with respect to such duties of the subcontractor under the subcontract.; 10.1.2 Any (b) any Loss arising from such Indemnified Party’s use of Interconnection, Resale Services, Network Elements, functions, facilities, products and services offered under this Agreement, involving pending or threatened claims, actions, proceedings or suits (“Claims”), claims for libel, slander, invasion of privacy, or infringement of copyright, or other intellectual property rights, arising from the material transmitted over the Indemnified Party’s facilities Intellectual Property rights arising from the Indemnifying Party’s own communications communication. The foregoing includes any Losses arising from disclosure, by the Indemnifying Party, in violation of Applicable Law, of any End User- specific information associated with either the originating or terminating numbers used to provision Interconnection, Resale Services, Network Elements provided on an unbundled basis, functions, facilities, products or services provided under this Agreement or disclosure otherwise committed by the communications of such Indemnifying Party or at the Indemnifying Party’s end users.direction; 10.1.3 Any claims for infringement (c) any and all penalties imposed upon the Indemnifying Party's failure to comply with the Communications Assistance to Law Enforcement Act of patents arising from combining 1994 (“CALEA”) and, at the Indemnified Party’s facilities or services with, or the using of the Indemnified Party’s services or facilities in connection with, facilities sole cost and expense of the Indemnifying Party, any amounts necessary to modify or replace any equipment, facilities or services provided to the Indemnified Party under this Agreement to ensure that such equipment, facilities and services fully comply with CALEA; and (d) any Loss arising from such Indemnifying Party's failure to comply with Applicable Law.

Appears in 2 contracts

Samples: Interconnection Agreement, Interconnection Agreement

General Indemnity Rights. Each Party (the “Indemnifying Party”) will defend and indemnify the other Party, its officers, directors, employees and permitted assignees (collectively, the “Indemnified Party”) and hold such Indemnified Party harmless against: 10.1.1 12.1.1 Any loss to a third person arising out of the gross negligence or willful misconduct (“Fault”) of by such Indemnifying Party or the Fault of its employees, agents and subcontractors; provided provided, however, that (1) with respect to employees or agents of the Indemnifying Party, such Fault occurs while performing within the scope of their employment, (2) with respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of performing duties of the subcontractor performing duties under its subcontract with the Indemnifying Party, and (3) with respect to the Fault of employees or agents of such subcontractor, such Fault occurs while performing within the scope of their employment by the subcontractor with respect to such duties of the subcontractor under the subcontract. 10.1.2 12.1.2 Any claims loss arising from such Indemnifying Party’s use of services offered under this Agreement, involving pending or threatened claims, actions, proceedings or suits (“Claims”) for libel, slander, invasion of privacy, or infringement of copyright, or other intellectual property rights, arising from the material transmitted over the Indemnified Party’s facilities rights arising from the Indemnifying Party’s own communications or the communications of such Indemnifying Party’s end userscommunications. 10.1.3 Any claims for infringement of patents arising from combining the Indemnified Party’s facilities or services with, or the using of the Indemnified Party’s services or facilities in connection with, facilities of the Indemnifying Party.

Appears in 2 contracts

Samples: Interconnection Agreement, Interconnection Agreement

General Indemnity Rights. Each Party (the “Indemnifying Party”) will defend and indemnify the other Party, its officers, directors, employees and permitted assignees (collectively, the “Indemnified Party”) and hold such Indemnified Party harmless against: 10.1.1 Any loss to a third person arising out of the gross negligence or willful misconduct (“Fault”) of by such Indemnifying Party or the Fault of its employees, agents and subcontractors; provided however, that (1) with respect to employees or agents of the Indemnifying Party, such Fault occurs while performing within the scope of their employment, (2) with respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of performing duties of the subcontractor performing duties under its subcontract with the Indemnifying Party, and (3) with respect to the Fault of employees or agents of such subcontractor, such Fault occurs while performing within the scope of their employment by the subcontractor with respect to such duties of the subcontractor under the subcontract. 10.1.2 Any claims for libel, slander, infringement of copyright, or other intellectual property rights, arising from the material transmitted over the Indemnified Party’s facilities arising from the Indemnifying Party’s own communications or the communications of such Indemnifying Party’s end users.; and 10.1.3 Any claims for infringement of patents arising from combining the Indemnified Party’s facilities or services with, or the using of the Indemnified Party’s services or facilities in connection with, facilities of the Indemnifying Party. 10.1.4 Any loss arising from such Indemnifying Party’s failure to comply with applicable law, including the Act or applicable FCC or Commission rule, regulation or order

Appears in 2 contracts

Samples: Interconnection Agreement, Interconnection Agreement

General Indemnity Rights. Each Party (the “Indemnifying Party”) will defend and indemnify the other Party, its officers, directors, employees and permitted assignees (collectively, the “Indemnified Party”) and hold such Indemnified Party harmless against: 10.1.1 Any loss to a third person arising out of the gross negligence or willful misconduct (“Fault”) of by such Indemnifying Party or the Fault of its employees, agents and subcontractors; provided however, that (1) with respect to employees or agents of the Indemnifying Party, such Fault occurs while performing within the scope of their employment, (2) with respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of performing duties of the subcontractor performing duties under its subcontract with the Indemnifying Party, and (3) with respect to the Fault of employees or agents of such subcontractor, such Fault occurs while performing within the scope of their employment by the subcontractor with respect to such duties of the subcontractor under the subcontract. 10.1.2 Any claims for libel, slander, infringement of copyright, or other intellectual property rights, copyright arising from the material transmitted over the Indemnified Party’s facilities arising from the Indemnifying Party’s own communications or the communications of such the Indemnifying Party’s end users.; and 10.1.3 Any claims for infringement of patents arising where such infringement was caused by or arose from combining the Indemnified Party’s services and facilities or services with, or the using of the Indemnified Party’s services or facilities in connection with, facilities of for the Indemnifying Party. 10.1.4 Any loss arising from such Indemnifying Party’s failure to comply with Applicable Law, inc luding the Act or applicable FCC or Commission rule, regulation or order.

Appears in 1 contract

Samples: Interconnection Agreement

General Indemnity Rights. Each Party (the “Indemnifying Party”) will defend and indemnify the other Party, its officers, directors, employees and permitted assignees (collectively, the “Indemnified Party”) and hold such Indemnified Party harmless against: 10.1.1 Any loss to a third person arising out of the gross negligence or willful misconduct (“Fault”) of by such Indemnifying Party or the Fault of its employees, agents and subcontractors; provided however, that (1) with respect to employees or agents of the Indemnifying Party, such Fault occurs while performing within the scope of their employment, (2) with respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of performing duties of the subcontractor performing duties under its subcontract with the Indemnifying Party, and (3) with respect to the Fault of employees or agents of such subcontractor, such Fault occurs while performing within the scope of their employment by the subcontractor with respect to such duties of the subcontractor under the subcontract. 10.1.2 Any claims for libel, slander, slander infringement of copyright, or other intellectual property rights, copyright arising from the material transmitted over the Indemnified Party’s facilities arising from the Indemnifying Party’s own communications or the communications of such Indemnifying Party’s end users.; and 10.1.3 Any claims for infringement of patents arising from combining the Indemnified Party’s facilities or services with, or the using of the Indemnified Party’s services or facilities in connection with, facilities of the Indemnifying Party. 10.1.4 Any loss arising from such Indemnifying Party’s failure to comply with applicable law, including the Act or applicable FCC or Commission rule, regulation or order.

Appears in 1 contract

Samples: Interconnection Agreement

General Indemnity Rights. Each Party (the "Indemnifying Party") will defend and indemnify the other Party, its officers, directors, employees and permitted assignees (collectively, the "Indemnified Party") and hold such Indemnified Party harmless against: 10.1.1 a). Any loss to a third person arising out of the gross negligence or willful misconduct ("Fault"') of by such Indemnifying Party or the Fault of its employees, agents and subcontractors; provided provided, however, that (1) with respect to employees or agents of the Indemnifying Party, such Fault occurs while performing within the scope of their employment, (2) with respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of performing duties of the subcontractor performing duties under its subcontract with the Indemnifying Party, and (3) with respect to the Fault of employees or agents of such subcontractor, such Fault occurs while performing within the scope of their employment by the subcontractor with respect to such duties of the subcontractor under the subcontract.; 10.1.2 b). Any claims for libel, slander, infringement of copyright, or other intellectual property rights, copyright arising from the material transmitted over the Indemnified Party’s 's facilities arising from the Indemnifying Party’s 's own communications or the communications of such Indemnifying Party’s end users. 10.1.3 Any claims for infringement of patents arising from combining the Indemnified Party’s facilities or services with, or the using of the Indemnified Party’s services or facilities in connection with, facilities of the Indemnifying Party.'s customers;

Appears in 1 contract

Samples: Traffic Termination Agreement

General Indemnity Rights. Each Party (the “Indemnifying Party”) will defend and indemnify the other Party, its officers, directors, employees and permitted assignees (collectively, the “Indemnified Party”) and hold such Indemnified Party harmless against: 10.1.1 Any loss to a third person arising out of the gross negligence or willful misconduct (“Fault”) of such Indemnifying Party or the Fault of its employees, agents and subcontractors; provided however, that (1) with respect to employees or agents of the Indemnifying Party, such Fault occurs while performing within the scope of their employment, (2) with respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of the subcontractor performing duties under its subcontract with the Indemnifying Party, and (3) with respect to the Fault of employees or agents of such subcontractor, such Fault occurs while performing within the scope of their employment by the subcontractor with respect to such duties of the subcontractor under the subcontract. 10.1.2 Any claims for libel, slander, infringement of copyright, or other intellectual property rights, arising from the material transmitted over the Indemnified Party’s facilities arising from the Indemnifying Party’s own communications or the communications of such Indemnifying Party’s end users.; and 10.1.3 Any claims for infringement of patents arising from combining the Indemnified Party’s facilities or services with, or the using of the Indemnified Indemnified 10.1.4 Notwithstanding this indemnification provision or any other provision in the Agreement, neither Party’s services , nor its parent, subsidiaries, affiliates, agents, servants, or facilities employees, shall be liable to the other for Consequential Damages (as defined in connection with, facilities of the Indemnifying PartySection 11.3).

Appears in 1 contract

Samples: Interconnection and Reciprocal Compensation Agreement

General Indemnity Rights. Each Party (the “Indemnifying Party”) will defend and indemnify the other Party, its officers, directors, employees and permitted assignees (collectively, the “Indemnified Party”) and hold such Indemnified Party harmless against: 10.1.1 Any loss to a third person arising out of the gross negligence or willful misconduct (“Fault”) of such Indemnifying Party or the Fault of its employees, agents and subcontractors; provided however, that (1) with respect to employees or agents of the Indemnifying Party, such Fault occurs while performing within the scope of their employment, (2) with respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of the subcontractor performing duties under its subcontract with the Indemnifying Party, and (3) with respect to the Fault of employees or agents of such subcontractor, such Fault occurs while performing within the scope of their employment by the subcontractor with respect to such duties of the subcontractor under the subcontract. 10.1.2 Any claims for libel, slander, infringement of copyright, or other intellectual property rights, arising from the material transmitted over the Indemnified Party’s facilities arising from the Indemnifying Party’s own communications or the communications of such Indemnifying Party’s end users.; and 10.1.3 Any claims for infringement of patents arising from combining the Indemnified Party’s facilities or services with, or the using of the Indemnified Party’s services or facilities in connection with, facilities of the Indemnifying Party. 10.1.4 Notwithstanding this indemnification provision or any other provision in the Agreement, neither Party, nor its parent, subsidiaries, affiliates, agents, servants, or employees, shall be liable to the other for Consequential Damages (as defined in Section 11.3).

Appears in 1 contract

Samples: Interconnection and Reciprocal Compensation Agreement

General Indemnity Rights. Each Party (the “Indemnifying Party”) will defend and indemnify the other Party, its officers, directors, employees and permitted assignees (collectively, the “Indemnified Party”) and hold such Indemnified Party harmless against: 10.1.1 Any loss to a third person arising out of the gross negligence or willful misconduct (“Fault”) of by such Indemnifying Party or the Fault of its employees, agents and subcontractors; provided however, that (1) with respect to employees or agents of the Indemnifying Party, such Fault occurs while performing within the scope of their employment, (2) with respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of performing duties of the subcontractor performing duties under its subcontract with the Indemnifying Party, and (3) with respect to the Fault of employees or agents of such subcontractor, such Fault occurs while performing within the scope of their employment by the subcontractor with respect to such duties of the subcontractor under the subcontract. 10.1.2 Any claims for libel, slander, infringement of copyright, or other intellectual property rights, copyright arising from the material transmitted over the Indemnified Party’s facilities arising from the Indemnifying Party’s own communications or the communications of such the Indemnifying Party’s end users.; and 10.1.3 Any claims for infringement of patents arising where such infringement was caused by or arose from combining the Indemnified Party’s facilities or services with, or the using of the Indemnified Party’s services or facilities in connection with, facilities of the Indemnifying Party. 10.1.4 Any loss arising from such Indemnifying Party’s failure to comply with Applicable Law, including the Act or applicable FCC or Commission rule, regulation or order.

Appears in 1 contract

Samples: Interconnection Agreement

General Indemnity Rights. Each Party (the “Indemnifying Party”) will defend and indemnify the other Party, its officers, directors, employees and permitted assignees (collectively, the “Indemnified Party”) and hold such Indemnified Party harmless against: 10.1.1 Any loss to a third person arising out of the gross negligence or willful misconduct (“Fault”) of by such Indemnifying Party or the Fault of its employees, agents and subcontractors; provided however, that that (1) with respect to employees or agents of the Indemnifying Party, such Fault occurs while performing within the scope of their employment, (2) with respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of performing duties of the subcontractor performing duties under its subcontract with the Indemnifying Party, and (3) with respect to the Fault of employees or agents of such subcontractor, such Fault occurs while performing within the scope of their employment by the subcontractor with respect to such duties of the subcontractor under the subcontract. 10.1.2 Any claims for libel, slander, slander infringement of copyright, or other intellectual property rights, copyright arising from the material transmitted over the Indemnified Party’s facilities arising from the Indemnifying Party’s own communications or the communications of such Indemnifying Party’s end users.customers; and 10.1.3 Any claims for infringement of patents arising from combining the Indemnified Party’s facilities or services with, or the using of the Indemnified Party’s services or facilities in connection with, facilities of the Indemnifying Party. 10.1.4 Any loss arising from such Indemnifying Party’s failure to comply with applicable law, including the Act or applicable FCC or Commission rule.

Appears in 1 contract

Samples: Reciprocal Compensation Agreement

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General Indemnity Rights. Each Party (the “Indemnifying Party”) will defend and indemnify the other Party, its officers, directors, employees and permitted assignees (collectively, the “Indemnified Party”) and hold such Indemnified Party harmless against: 10.1.1 Any loss to a third person arising out of the gross negligence or willful misconduct (“Fault”) of by such Indemnifying Party or the Fault of its employees, agents and subcontractors; provided however, that (1) with respect to employees or agents of the Indemnifying Party, such Fault occurs while performing within the scope of their employment, (2) with respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of performing duties of the subcontractor performing duties under its subcontract with the Indemnifying Party, and (3) with respect to the Fault of employees or agents of such subcontractor, such Fault occurs while performing within the scope of their employment by the subcontractor with respect to such duties of the subcontractor under the subcontract. 10.1.2 Any claims for libel, slander, infringement of copyright, or other intellectual property rights, arising from the material transmitted over the Indemnified Party’s facilities arising from the Indemnifying Party’s own communications or the communications of such Indemnifying Party’s end users.; and 10.1.3 Any claims for infringement of patents arising from combining the Indemnified Party’s facilities or services with, or the using of the Indemnified Party’s services or facilities in connection with, facilities of the Indemnifying Party. 10.1.4 Any loss arising from such Indemnifying Party’s failure to comply with

Appears in 1 contract

Samples: Interconnection Agreement

General Indemnity Rights. Each Party (the “Indemnifying Party”) will defend and indemnify the other Party, its officers, directors, employees and permitted assignees (collectively, the “Indemnified Party”) and hold such Indemnified Party harmless against: 10.1.1 Any loss to a third person arising out of the gross negligence or willful misconduct (“Fault”) of by such Indemnifying Party or the Fault of its employees, agents and subcontractors; provided however, that (1) with respect to employees or agents of the Indemnifying Party, such Fault occurs while performing within the scope of their employment, (2) with respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of performing duties of the subcontractor performing duties under its subcontract with the Indemnifying Party, and (3) with respect to the Fault of employees or agents of such subcontractor, such Fault occurs while performing within the scope of their employment by the subcontractor with respect to such duties of the subcontractor under the subcontract.of 10.1.2 Any claims for libel, slander, infringement of copyright, or other intellectual property rights, copyright arising from the material transmitted over the Indemnified Party’s facilities arising from the Indemnifying Party’s own communications or the communications of such the Indemnifying Party’s end users.End Users or Customers; and 10.1.3 Any claims for infringement of patents arising from combining the Indemnified Party’s facilities or services with, or the using of the Indemnified Party’s services or facilities in connection with, facilities of the Indemnifying Party. 10.1.4 Any loss arising from such Indemnifying Party’s or its End User or Customer’s failure to comply with Applicable Law, including the Act or applicable FCC or Commission rule, regulation or order.

Appears in 1 contract

Samples: Interconnection Agreement

General Indemnity Rights. Each Party (the “Indemnifying Party”) will defend and indemnify the other Party, its officers, directors, employees and permitted assignees (collectively, the “Indemnified Party”) and hold such Indemnified Party harmless against: 10.1.1 Any loss to a third person arising out of the gross negligence or willful misconduct (“Fault”) of such Indemnifying Party or the Fault of its employees, agents and subcontractors; provided however, that (1) with respect to employees or agents of the Indemnifying Party, such Fault occurs while performing within the scope of their employment, (2) with respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of the subcontractor performing duties under its subcontract with the Indemnifying Party, and (3) with respect to the Fault of employees or agents of such subcontractor, such Fault occurs while performing within the scope of their employment by the subcontractor with respect to such duties of the subcontractor under the subcontract. 10.1.2 Any claims for libel, slander, infringement of copyright, or other intellectual property rights, arising from the material transmitted over the Indemnified Party’s facilities arising from the Indemnifying Party’s own communications or the communications of such Indemnifying Party’s end users. 10.1.3 Any claims for infringement of patents arising from combining the Indemnified Party’s facilities or services with, with or the using of the Indemnified Party’s services or facilities in connection with, facilities of the Indemnifying Party. 10.1.4 Notwithstanding this indemnification provision or any other provision in the Agreement, neither Party, nor its parent, subsidiaries, affiliates, agents, servants, or employees, shall be liable to the other for Consequential Damages (as defined in Section 11.3)

Appears in 1 contract

Samples: Interconnection and Reciprocal Compensation Agreement

General Indemnity Rights. Each Party (the “Indemnifying Party”) will defend and indemnify the other Party, its officers, directors, employees and permitted assignees (collectively, the “Indemnified Party”) and hold such Indemnified Party harmless against: 10.1.1 Any loss to a third person arising out of the gross negligence or willful misconduct (“Fault”) of such Indemnifying Party or the Fault of its employees, agents and subcontractors; provided however, that (1) with respect to employees or agents of the Indemnifying Party, such Fault occurs while performing within the scope of their employment, (2) with respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of the subcontractor performing duties under its subcontract with the Indemnifying Party, and (3) with respect to the Fault of employees or agents of such subcontractor, such Fault occurs while performing within the scope of their employment by the subcontractor with respect to such duties of the subcontractor under the subcontract. 10.1.2 Any claims for libel, slander, infringement of copyright, or other intellectual property rights, arising from the material transmitted over the Indemnified Party’s facilities arising from the Indemnifying Party’s own communications or the communications of such Indemnifying Party’s end users.; and 10.1.3 Any claims for infringement of patents arising from combining the Indemnified Party’s facilities or services with, or the using of the Indemnified Party’s services or facilities in connection with, facilities of the Indemnifying Party.

Appears in 1 contract

Samples: Interconnection Agreement

General Indemnity Rights. Each Party (the “Indemnifying Party”) will defend and indemnify the other Party, its officers, directors, employees and permitted assignees (collectively, the “Indemnified Party”) and hold such Indemnified Party harmless against: 10.1.1 Any loss to a third person arising out of the gross negligence or willful misconduct (“Fault”) of such Indemnifying Party or the Fault of its employees, agents and subcontractors; provided however, that (1) with respect to employees or agents of the Indemnifying Party, such Fault occurs while performing within the scope of their employment, (2) with respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of the subcontractor performing duties under its subcontract with the Indemnifying Party, and (3) with respect to the Fault of employees or agents of such subcontractor, such Fault occurs while performing within the scope of their employment by the subcontractor with respect to such duties of the subcontractor under the subcontract.agents 10.1.2 Any claims for libel, slander, infringement of copyright, or other intellectual property rights, arising from the material transmitted over the Indemnified Party’s facilities arising from the Indemnifying Party’s own communications or the communications of such Indemnifying Party’s end users.; and 10.1.3 Any claims for infringement of patents arising from combining the Indemnified Party’s facilities or services with, or the using of the Indemnified Party’s services or facilities in connection with, facilities of the Indemnifying Party. 10.1.4 Notwithstanding this indemnification provision or any other provision in the Agreement, neither Party, nor its parent, subsidiaries, affiliates, agents, servants, or employees, shall be liable to the other for Consequential Damages (as defined in Section 11.3).

Appears in 1 contract

Samples: Interconnection and Reciprocal Compensation Agreement

General Indemnity Rights. Each Party (the “Indemnifying Party”) will defend and indemnify the other Party, its officers, directors, employees and permitted assignees (collectively, the “Indemnified Party”) and hold such Indemnified Party harmless against: 10.1.1 Any loss to a third person arising out of the gross negligence or willful misconduct (“Fault”) of by such Indemnifying Party or the Fault of its employees, agents and subcontractors; provided however, that (1) with respect to employees or agents of the Indemnifying Party, such Fault occurs while performing within the scope of their employment, (2) with respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of performing duties of the subcontractor performing duties under its subcontract with the Indemnifying Party, and (3) with respect to the Fault of employees or agents of such subcontractor, such Fault occurs while performing within the scope of their employment by the subcontractor with respect to such duties of the subcontractor under the subcontract. 10.1.2 Any claims for libel, slander, infringement of copyright, or other intellectual property rights, arising from the material transmitted over the Indemnified Party’s facilities arising from the Indemnifying Party’s own communications or the communications of such Indemnifying Party’s end users.; and 10.1.3 Any claims for infringement of patents arising from combining the Indemnified Party’s facilities or services with, or the using of the Indemnified the 10.1.4 Any loss arising from such Indemnifying Party’s services failure to comply with applicable law, including the Act or facilities in connection withapplicable FCC or Commission rule, facilities of the Indemnifying Partyregulation or order.

Appears in 1 contract

Samples: Interconnection Agreement

General Indemnity Rights. Each Party (the “Indemnifying Party”) will defend and indemnify the other Party, its officers, directors, employees and permitted assignees (collectively, the “Indemnified Party”) and hold such Indemnified Party harmless against: 10.1.1 Any loss to a third person arising out of the gross negligence or willful misconduct (“Fault”) of by such Indemnifying Party or the Fault of its employees, agents and subcontractors; provided however, that (1) with respect to employees or agents of the Indemnifying Party, such Fault occurs while performing within the scope of their employment, (2) with respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of performing duties of the subcontractor performing duties under its subcontract with the Indemnifying Party, and (3) with respect to the Fault of employees or agents of such subcontractor, such Fault occurs while performing within the scope of their employment by the subcontractor with respect to such duties of the subcontractor under the subcontract. 10.1.2 Any claims for libel, slander, infringement of copyright, or other intellectual property rights, copyright arising from the material transmitted trans mitted over the Indemnified Party’s facilities arising from the Indemnifying Party’s own communications or the communications of such the Indemnifying Party’s end users.; and 10.1.3 Any claims for infringement of patents arising where such infringement was caused by or arose from combining the Indemnified Party’s facilities or services with, or the using of the Indemnified Party’s services or facilities in connection with, facilities of the Indemnifying Party. 10.1.4 Any loss arising from such Indemnifying Party’s failure to comply with Applicable Law, including the Act or applicable FCC or Commission rule, regulation or order.

Appears in 1 contract

Samples: Interconnection Agreement

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