Common use of HP Indemnity Clause in Contracts

HP Indemnity. (a) From and after the Distribution Date, HP in its capacity as a Recipient and on behalf of each of the other members of the HPI Group in their capacity as Recipients, shall indemnify, defend and hold harmless Enterprise and the other Enterprise 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 Enterprise Indemnified Parties in connection with a third-party claim against such Enterprise Indemnified Parties, which Losses result from any Services provided by any member of the Enterprise Group hereunder, except to the extent such Losses arise out of an Enterprise Group member’s (i) breach of this Agreement, (ii) violation of Laws in providing the Services, (iii) violation of third-party rights (including such third-party rights embodied in patents, trademarks, copyrights and trade secrets) in providing the Services, or (iv) gross negligence or willful misconduct in providing the Services. (b) From and after the Distribution Date, HP, in its capacity as a Provider and on behalf of each of the other members of the HPI Group in their capacity as Providers, shall indemnify, defend and hold harmless Enterprise and the other Enterprise Indemnified Parties from and against any and all Losses suffered or incurred by the Enterprise Indemnified Parties in connection with a third-party claim against such Enterprise Indemnified Parties, which Losses result from (i) a breach of this Agreement by HP or any other member of the HPI Group in connection with the provision of Services, or (ii) the gross negligence or willful misconduct of HP or any other member of the HPI Group in its performance of its obligations hereunder; provided, however, that HP shall not be deemed to have breached the Agreement, or 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 the Enterprise Indemnified Parties to HP or any other member of the HPI Group or any actions taken or omitted to be taken by the HP or any other member of the HPI Group upon the written direction or instruction of the Enterprise Indemnified Parties.