Common use of Houston Indemnity Clause in Contracts

Houston Indemnity. (a) From and after the Distribution Date, Houston, in its capacity as a Recipient and on behalf of each of the other members of the Houston Group in their capacity as Recipients, shall indemnify, defend and hold harmless Seattle and the other Seattle Indemnified Parties from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (including reasonable fees for outside counsel, accountants and other outside consultants) (collectively, “Losses”) suffered or incurred by the Seattle Indemnified Parties in connection with a third-party claim against such Seattle Indemnified Parties, which Losses result from any Houston Group member’s fraud, gross negligence, or willful misconduct in receiving the Services. (b) From and after the Distribution Date, Houston, in its capacity as a Provider and on behalf of each of the other members of the Houston Group in their capacity as Providers, shall indemnify, defend and hold harmless Seattle and the other Seattle Indemnified Parties from and against any and all Losses suffered or incurred by the Seattle Indemnified Parties in connection with a third-party claim against such Seattle Indemnified Parties, which Losses result from (i) any Houston Group member’s violation of Laws applicable to its performance under this Agreement, (ii) infringement or misappropriation of any third party’s Intellectual Property Rights in connection with any provision or receipt of Services, or (iii) any Houston Group member’s fraud, gross negligence, or willful misconduct in providing the Services; provided, however, that Houston shall not be deemed to have been grossly negligent or to have engaged in willful misconduct to the extent that Losses arise as a result of information provided by or on behalf of any Seattle Indemnified Party to any member of the Houston Group or any actions taken or omitted to be taken by the Houston or any other member of the Houston Group upon the written direction or instruction of the Seattle Indemnified Parties.

Houston Indemnity. (a) From and after the Distribution Date, Houston, Houston in its capacity as a Recipient and on behalf of each of the other members of the Houston Group in their capacity as Recipients, shall indemnify, defend and hold harmless Seattle Xxxxxxx and the other Seattle Xxxxxxx Indemnified Parties from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (including reasonable fees for outside counsel, accountants and other outside consultants) (collectively, “Losses”) suffered or incurred by the Seattle Xxxxxxx Indemnified Parties in connection with a third-party claim against such Seattle Xxxxxxx Indemnified Parties, which Losses result from any Houston Services provided by any member of the Xxxxxxx Group hereunder, except to the extent such Losses arise out of a Xxxxxxx Group member’s fraud(i) breach of this Agreement, (ii) violation of Laws in providing the Services, or (iii) gross negligence, negligence or willful misconduct in receiving providing the Services. (b) From and after the Distribution Date, Houston, in its capacity as a Provider and on behalf of each of the other members of the Houston Group in their capacity as Providers, shall indemnify, defend and hold harmless Seattle Xxxxxxx and the other Seattle Xxxxxxx Indemnified Parties from and against any and all Losses suffered or incurred by the Seattle Xxxxxxx Indemnified Parties in connection with a third-party claim against such Seattle Xxxxxxx Indemnified Parties, which Losses result from (i) any Houston Group member’s violation of Laws applicable to its performance under this Agreement, (ii) infringement or misappropriation of any third party’s Intellectual Property Rights in connection with any provision or receipt of Services, or (iii) any Houston Group member’s fraud, the gross negligence, negligence or willful misconduct of Houston or any other member of the Houston Group in providing the Servicesits performance of its obligations hereunder; provided, however, that Houston shall not be deemed to have been grossly negligent or to have engaged in willful misconduct misconduct, to the extent that Losses arise as a result of information provided by or on behalf of the Xxxxxxx Indemnified Parties to Houston or any Seattle Indemnified Party to any other member of the Houston Group or any actions taken or omitted to be taken by the Houston or any other member of the Houston Group upon the written direction or instruction of the Seattle Xxxxxxx Indemnified Parties.