Indemnification Against Third-Party Claims. Each Party (the Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the Indemnified Party) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined). 22.1.1 For purposes of this Section 22, Claim means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses including, but not limited to, reasonable costs and attorneys’ fees), (a) based on allegations that, if true, would establish (i) the Indemnifying Party’s breach of this Agreement; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; (iii) the Indemnifying Party’s negligent or willful misconduct or omissions; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; (v) the Indemnifying Party’s liability in relation to any wrongful disclosure of private or personal matters or material which is defamatory; or (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or (b) that arises out of: (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this Agreement; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s) pertaining to the services or facilities provided under this Agreement; (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section (other than applicable employee claimant(s)). 22.1.2 For purposes of this Section, Reasonable costs and attorneys’ fees, as used in this Section, includes without limitation fees and costs incurred to interpret or enforce this Section. 22.1.3 The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

Appears in 28 contracts

Samples: Interconnection Agreement, Interconnection Agreement, Interconnection Agreement

Indemnification Against Third-Party Claims. Each Party (the Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the Indemnified Party) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined). ~~22.1.1~~ 25.1.1 For purposes of this Section 2225, Claim means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable costs and attorneys’ fees)), (a) based on allegations that, if true, would establish (i) the Indemnifying Party’s breach of this Agreement; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; (iii) the Indemnifying Party’s negligent or willful misconduct or omissions; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; (v) the Indemnifying Party’s liability in relation to any wrongful disclosure of private or personal matters or material which is defamatory; or (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or (b) that arises out of: (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this Agreement; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s) pertaining to the services or facilities provided under this Agreement; (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section (other than applicable employee claimant(s)). ~~22.1.2~~ 25.1.2 For purposes of this Section, Reasonable costs and attorneys’ fees, as used in this Section, includes without limitation fees and costs incurred to interpret or enforce this Section. ~~22.1.3~~ 25.1.3 The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

Appears in 17 contracts

Samples: Interconnection Agreement, Interconnection Agreement, Interconnection Agreement

Indemnification Against Third-Party Claims. Each Party (the “Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined). ~~22.1.1~~ 25.1.1 For purposes of this Section 2225, ~~Claim~~ “Claim” means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable costs and attorneys’ fees)), (a) based on allegations that, if true, would establish (i) the Indemnifying Party’s breach of this Agreement; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; (iii) the Indemnifying Party’s negligent or willful misconduct or omissions; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; (v) the Indemnifying Party’s liability in relation to any wrongful disclosure of private or personal matters or material which is defamatory; or (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or (b) that arises out of: (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this Agreement; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s) pertaining to the services or facilities provided under this Agreement; (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section (other than applicable employee claimant(s)). ~~22.1.2~~ 25.1.2 For purposes of this Section, “Reasonable costs and attorneys’ fees, ,” as used in this Section, includes without limitation fees and costs incurred to interpret or enforce this Section. ~~22.1.3~~ 25.1.3 The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

Appears in 9 contracts

Samples: Resale Agreement, Resale Agreement, Interconnection Agreement

Indemnification Against Third-Party Claims. Each Party (the Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the Indemnified Party”) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined). 22.1.1 For purposes of this Section 22, Claim means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses including, but not limited to, reasonable costs and attorneys’ fees), (a) based on allegations that, if true, would establish (i) the Indemnifying Party’s breach of this Agreement; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; (iii) the Indemnifying Party’s ~~negligent~~ negligence or willful misconduct or omissions; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; (v) the Indemnifying Party’s liability in relation to any wrongful disclosure of private or personal matters or material which is defamatory; or (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or (b) that arises out of: (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this Agreement; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s) pertaining to the services or facilities provided under this Agreement; (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section (other than applicable employee claimant(s)). 22.1.2 For purposes of this Section, Reasonable costs and attorneys’ fees, as used in this Section, includes without limitation fees and costs incurred to interpret or enforce this Section. 22.1.3 The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

Appears in 7 contracts

Samples: Commercial Mobile Radio Services Agreement, Commercial Mobile Radio Services Agreement, Interconnection Agreement

Indemnification Against Third-Party Claims. Each Party (the Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the Indemnified Party) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined). ~~22.1.1~~ 25.1.1 For purposes of this Section 2225, Claim means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable costs and attorneys’ fees)), (a) based on allegations that, if true, would establish (i) the Indemnifying Party’s breach of this Agreement; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; (iii) the Indemnifying Party’s negligent or willful misconduct or omissions; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; (v) the Indemnifying Party’s liability in relation to any wrongful disclosure of private or personal matters or material which is defamatory; or (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or (b) that arises out of: (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this Agreement; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s) pertaining to the services or facilities provided under this Agreement; (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section (other than applicable employee claimant(s)). ~~22.1.2~~ 25.1.2 For purposes of this Section, Reasonable costs and attorneys’ fees, as used in this Section, includes without limitation fees and costs incurred to interpret or enforce this Section. ~~22.1.3~~ 25.1.3 The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

Appears in 5 contracts

Samples: Resale Agreement, Resale Agreement, Resale Agreement

Indemnification Against Third-Party Claims. Each Party (the “Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined). ~~22.1.1~~ 25.1.1 For purposes of this Section 2225, ~~Claim~~ “Claim” means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable costs and attorneys’ fees)), (a) based on allegations that, if true, would establish (i) the Indemnifying Party’s breach of this Agreement; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; (iii) the Indemnifying Party’s negligent or willful misconduct or omissions; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service ~~mark~~xxxx, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; (v) the Indemnifying Party’s liability in relation to any wrongful disclosure of private or personal matters or material which is defamatory; or (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or (b) that arises out of: (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this Agreement; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s) pertaining to the services or facilities provided under this Agreement; (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section (other than applicable employee claimant(s)). ~~22.1.2~~ 25.1.2 For purposes of this Section, “Reasonable costs and attorneys’ fees, ,” as used in this Section, includes without limitation fees and costs incurred to interpret or enforce this Section. ~~22.1.3~~ 25.1.3 The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

Appears in 4 contracts

Samples: Interconnection Agreement, Resale Agreement, Interconnection Agreement

Indemnification Against Third-Party Claims. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all ~~Claims (as hereinafter defined). 22.1.1 For purposes of this Section 22, Claim~~ Claims. “Claim” means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable costs and attorneys’ fees), ), (a) based on allegations that, if true, would ~~establish~~ establish (i) the Indemnifying Party’s breach of this Agreement; ; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; ; (iii) the Indemnifying Party’s ~~negligent or willful misconduct or omissions;~~ negligence; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service ~~mark~~xxxx, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; ; (v) the Indemnifying Party’s liability in relation to any ~~wrongful disclosure of~~ material that is defamatory or wrongfully discloses private or personal ~~matters~~ matters; or ~~material which is defamatory; or~~ (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or or (b) that arises out ~~of:~~ of (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this ~~Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this~~ Agreement; ; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s~~) pertaining to the services or facilities provided under this Agreement;~~ ); (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; ; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section 30.1 (other than applicable employee claimant(s))~~. 22.1.2 For~~ , for purposes of this ~~Section,~~ Section 30.1. “Reasonable costs and attorneys’ fees, ,” as used in this ~~Section~~Section 30.1, includes without limitation fees and costs incurred to interpret or enforce this ~~Section. 22.1.3~~ Section 30.1. The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim. Notwithstanding anything to the contrary in this Section 30.1, a Party may not seek indemnification with respect to any Claim by that Party’s customer(s) or End User(s), but rather shall be the Indemnifying Party with respect to all Claims by its customer(s) and End User(s). The Indemnifying Party agrees to release, indemnify, defend, and hold harmless the Indemnitee Group and any third-party provider or operator of facilities involved in the provision of products, services or facilities under this Agreement from all losses, claims, demands, damages, expenses, suits, or other actions, or any liability whatsoever, including, but not limited to, costs and attorneys’ fees, suffered, made, instituted, or asserted by the Indemnifying Party’s End User Customer(s) arising from or relating to any products, services or facilities provided by or through the Indemnified Party or such third-party provider or operator. The Indemnifying Party further agrees to release, indemnify, defend, and hold harmless the Indemnitee Group from all losses, claims, demands, damages, expenses, suits, or other actions, or any liability whatsoever, including, but not limited to, costs and attorneys’ fees, suffered, made, instituted, or asserted by any third party against an Indemnified Party arising from or in any way related to actual or alleged defamation, libel, slander, interference with or misappropriation of proprietary or creative right, or any other injury to any person or property arising out of content transmitted by the Indemnifying Party’s End User Customer(s).

Appears in 4 contracts

Samples: Resale Agreement, Resale Agreement, Resale Agreement

Indemnification Against Third-Party Claims. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all ~~Claims (as hereinafter defined). 22.1.1 For purposes of this Section 22, Claim~~ Claims. “Claim” means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable costs and attorneys’ fees), ), (a) based on allegations that, if true, would ~~establish~~ establish (i) the Indemnifying Party’s breach of this Agreement; ; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; ; (iii) the Indemnifying Party’s ~~negligent or willful misconduct or omissions;~~ negligence; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service ~~mark~~xxxx, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; ; (v) the Indemnifying Party’s liability in relation to any ~~wrongful disclosure of~~ material that is defamatory or wrongfully discloses private or personal ~~matters~~ matters; or ~~material which is defamatory; or~~ (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or or (b) that arises out ~~of:~~ of (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this ~~Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this~~ Agreement; ; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s~~) pertaining to the services or facilities provided under this Agreement;~~ ); (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; ; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section 30.1 (other than applicable employee claimant(s))~~. 22.1.2 For~~ , for purposes of this ~~Section,~~ Section 30.1. “Reasonable costs and attorneys’ fees, ,” as used in this ~~Section~~Section 30.1, includes without limitation fees and costs incurred to interpret or enforce this ~~Section. 22.1.3~~ Section 30.1. The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim. Notwithstanding anything to the contrary in this Section 30.1, a Party may not seek indemnification with respect to any Claim by that Party’s customer(s) or End User(s), but rather shall be the Indemnifying Party with respect to all Claims by its customer(s) and End User(s). The Indemnifying Party agrees to release, indemnify, defend, and hold harmless the Indemnitee Group and any third-party provider or operator of facilities involved in the provision of products, services, UNEs or facilities under this Agreement from all losses, claims, demands, damages, expenses, suits, or other actions, or any liability whatsoever, including, but not limited to, costs and attorneys’ fees, suffered, made, instituted, or asserted by the Indemnifying Party’s End User Customer(s) arising from or relating to any products, services, UNEs or facilities provided by or through the Indemnified Party or such third- party provider or operator. The Indemnifying Party further agrees to release, indemnify, defend, and hold harmless the Indemnitee Group from all losses, claims, demands, damages, expenses, suits, or other actions, or any liability whatsoever, including, but not limited to, costs and attorneys’ fees, suffered, made, instituted, or asserted by any third party against an Indemnified Party arising from or in any way related to actual or alleged defamation, libel, slander, interference with or misappropriation of proprietary or creative right, or any other injury to any person or property arising out of content transmitted by the Indemnifying Party’s End User Customer(s).

Appears in 4 contracts

Samples: Traffic Exchange Agreement, Traffic Exchange Agreement, Interconnection, Resale and/or Unbundling Agreement

Appears in 4 contracts

Samples: Traffic Exchange Agreement, Traffic Exchange Agreement, Traffic Exchange Agreement

Indemnification Against Third-Party Claims. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all ~~Claims (as hereinafter defined). 22.1.1 For purposes of this Section 22, Claim~~ Claims. “Claim” means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable costs and attorneys’ fees), ), (a) based on allegations that, if true, would ~~establish~~ establish (i) the Indemnifying Party’s breach of this Agreement; ; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; ; (iii) the Indemnifying Party’s ~~negligent or willful misconduct or omissions;~~ negligence; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; ; (v) the Indemnifying Party’s liability in relation to any ~~wrongful disclosure of~~ material that is defamatory or wrongfully discloses private or personal ~~matters~~ matters; or ~~material which is defamatory; or~~ (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or or (b) that arises out ~~of:~~ of (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this ~~Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this~~ Agreement; ; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s~~) pertaining to the services or facilities provided under this Agreement;~~ ); (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; ; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section 30.1 (other than applicable employee claimant(s))~~. 22.1.2 For~~ , for purposes of this ~~Section,~~ Section 30.1. “Reasonable costs and attorneys’ fees, ,” as used in this ~~Section~~Section 30.1, includes without limitation fees and costs incurred to interpret or enforce this ~~Section. 22.1.3~~ Section 30.1. The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim. Notwithstanding anything to the contrary in this Section 30.1, a Party may not seek indemnification with respect to any Claim by that Party’s customer(s) or End User(s), but rather shall be the Indemnifying Party with respect to all Claims by its customer(s) and End User(s). The Indemnifying Party agrees to release, indemnify, defend, and hold harmless the Indemnitee Group and any third-party provider or operator of facilities involved in the provision of products, services or facilities under this Agreement from all losses, claims, demands, damages, expenses, suits, or other actions, or any liability whatsoever, including, but not limited to, costs and attorneys’ fees, suffered, made, instituted, or asserted by the Indemnifying Party’s End User Customer(s) arising from or relating to any products, services or facilities provided by or through the Indemnified Party or such third-party provider or operator. The Indemnifying Party further agrees to release, indemnify, defend, and hold harmless the Indemnitee Group from all losses, claims, demands, damages, expenses, suits, or other actions, or any liability whatsoever, including, but not limited to, costs and attorneys’ fees, suffered, made, instituted, or asserted by any third party against an Indemnified Party arising from or in any way related to actual or alleged defamation, libel, slander, interference with or misappropriation of proprietary or creative right, or any other injury to any person or property arising out of content transmitted by the Indemnifying Party’s End User Customer(s).

Appears in 4 contracts

Samples: Resale Agreement, Resale Agreement, Resale Agreement

Appears in 4 contracts

Samples: Traffic Exchange Agreement, Traffic Exchange Agreement, Traffic Exchange Agreement

Appears in 3 contracts

Samples: Resale Agreement, Resale Agreement, Resale Agreement

Indemnification Against Third-Party Claims. ~~Each Party (the Indemnifying Party) agrees to indemnify, defend,~~ Subadviser shall indemnify Manager and ~~hold harmless the other Party (the Indemnified Party) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former~~ its officers, directors, ~~members, shareholders, agents, contractors~~ and ~~employees~~ “controlling persons” (within the meaning of ~~all such persons and entities~~ Section 2(a)(9) of the 1940 Act) (collectively, ~~with Indemnified Party, the~~ “~~Indemnitee Group~~Manager Parties”), ~~from~~ for any liability to third parties and ~~all Claims (as hereinafter defined). 22.1.1 For purposes of this Section 22~~related reasonable expenses, Claim means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses including, but not limited to, including reasonable costs and attorneys’ fees), (a) based on allegations that, if true, would establish (i) the Indemnifying Party’s breach of this Agreement; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; (iii) the Indemnifying Party’s negligent or willful misconduct or omissions; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; (v) the Indemnifying Party’s liability in relation to any wrongful disclosure of private or personal matters or material which is defamatory; or (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or (b) that arises out of: (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this Agreement; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s) pertaining to the services or facilities provided under this Agreement; (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section (other than applicable employee claimant(s)). 22.1.2 For purposes of this Section, Reasonable costs and attorneys’ fees, that may be sustained as ~~used~~ a result of Subadviser’s willful misfeasance, bad faith or gross negligence in ~~this Section~~the performance of, ~~includes~~ or from the reckless disregard of, its duties or obligations hereunder or any violations of applicable law, including, without ~~limitation fees~~ limitation, federal and ~~costs incurred~~ state securities laws and the CEA. Manager shall indemnify Subadviser and its officers, partners and “controlling persons” (within the meaning of Section 2(a)(9) of the 1940 Act) (collectively, “Subadviser Parties”) for any liability to ~~interpret~~ third parties and related reasonable expenses, including reasonable attorneys’ fees, that may be sustained as a result of Manager’s willful misfeasance, bad faith or ~~enforce this Section. 22.1.3 The Indemnified Party~~ gross negligence in the performance of, or from the reckless disregard of, its duties or obligations hereunder or any violations of applicable law, including, without limitation, federal and state securities laws and the CEA. Promptly after receipt by an indemnified party hereunder of notice of the commencement of an investigation, action, claim or proceeding for which indemnification is or may be sought by such indemnified party hereunder (each, a “Claim”), such indemnified party will ~~provide~~ give the ~~Indemnifying Party with reasonably prompt~~ indemnifying party written notice of the commencement thereof (each, a “Claim Notice”); provided, however, that the failure to timely notify the indemnifying party will not relieve such party from any ~~Claim~~obligation or liability that it may have to any indemnified party under this Section 10, if the failure to promptly notify does not materially prejudice the indemnifying party. At Upon the ~~Indemnifying Party’s~~ receipt of any Claim Notice, the indemnifying party shall be entitled to participate in the Claim at its own expense, and, with the ~~Indemnified Party will provide reasonable cooperation~~ consent of the indemnified party, which consent is within the sole discretion of the indemnified party, to assume and control the defense thereof, with counsel chosen by the indemnified party and reasonably satisfactory to the ~~Indemnifying Party~~ indemnifying party, by providing written notice of assumption (each, an “Assumption Notice”) to the indemnified party within 30 days of receiving the Claim Notice. Issuance of an Assumption Notice shall constitute an irrevocable admission that the Claim is indemnifiable by the indemnifying party under this Section 10. After receipt of the Assumption Notice and appointment and approval of counsel, the indemnified party shall bear the expense of any additional counsel retained by it, and the indemnifying party shall not be liable to such indemnified party for any legal or other expenses of such additional counsel subsequently incurred by such indemnified party in connection with the defense ~~or settlement~~ of ~~any~~ such Claim~~. The Indemnified Party may~~, other than reasonable costs of investigation, so long as (i) the indemnifying party diligently and in good faith conducts the defense of the Claim at its ~~expense~~expense and (ii) the indemnified party has not determined, ~~employ separate counsel to monitor~~ in good faith, that (1) a conflict of interest exists between the indemnifying party and ~~participate~~ the indemnified party in the defense of the Claim or (2) the indemnifying party’s defense of the Claim would reasonably be expected to have a material adverse effect on the indemnified party’s business or other interests, in which case of either (i) or (ii) hereof, the indemnified party may retake control of defense of the Claim. The indemnifying party shall not settle or compromise any Claim without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed). If the indemnified party controls the defense of the Claim, either because the indemnifying party did not timely issue an Assumption Notice or because the indemnified party retakes control of defense of the Claim, the indemnified party may settle or compromise the Claim in its sole discretion and without notice or accounting to the indemnifying party; provided, that, (i) the indemnifying party shall not be deemed to have consented to any such settlement or compromise effected without its prior written consent and (ii) the indemnified party shall not be deemed to have waived or otherwise precluded itself from asserting any claim against the indemnifying party under this Section 10. The indemnification provisions set forth in this Section 10 shall provide the exclusive remedy to Manager Parties and Subadviser Parties with respect to any Claim asserted against Manager Parties or Subadviser Parties by any third party; provided, however, for the avoidance of doubt, each party to this Agreement may bring direct claims for breach of contract subject to the limitation of liability in Section 9.

Appears in 3 contracts

Samples: Investment Subadvisory Agreement (Manager Directed Portfolios), Investment Subadvisory Agreement (Manager Directed Portfolios), Subadvisory Agreement (Manager Directed Portfolios)

Indemnification Against Third-Party Claims. Each Party (the “Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined). ~~22.1.1~~ 25.1.1 For purposes of this Section 2225, ~~Claim~~ “Claim” means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable costs and attorneys’ fees)), (a) based on allegations that, if true, would establish (i) the Indemnifying Party’s breach of this Agreement; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; (iii) the Indemnifying Party’s ~~negligent~~ gross negligence or willful misconduct or omissions; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; (v) the Indemnifying Party’s liability in relation to any wrongful disclosure of private or personal matters or material which is defamatory; or (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or (b) that arises out of: (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this Agreement; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s) pertaining to the services or facilities provided under this Agreement; (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section (other than applicable employee claimant(s)). ~~22.1.2~~ 25.1.2 For purposes of this Section, “Reasonable costs and attorneys’ fees, ,” as used in this Section, includes without limitation fees and costs incurred to interpret or enforce this Section. ~~22.1.3~~ 25.1.3 The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

Appears in 3 contracts

Samples: Traffic Exchange Agreement, Traffic Exchange Agreement, Traffic Exchange Agreement

Appears in 3 contracts

Samples: Interconnection Agreement, Interconnection Agreement, Interconnection Agreement

Indemnification Against Third-Party Claims. Each Party (the “Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined)~~. 22.1.1 For purposes of this Section 22, Claim~~ . “Claim” means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable costs and attorneys’ fees), ), (a) based on allegations that, if true, would ~~establish~~ establish (i) the Indemnifying Party’s breach of this Agreement; ; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; ; (iii) the Indemnifying Party’s ~~negligent or willful misconduct or omissions;~~ negligence; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service ~~mark~~xxxx, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; ; (v) the Indemnifying Party’s liability in relation to any ~~wrongful disclosure of~~ material that is defamatory or wrongfully discloses private or personal ~~matters~~ matters; or ~~material which is defamatory; or~~ (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or or (b) that arises out ~~of:~~ of (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this ~~Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this~~ Agreement; ; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s~~) pertaining to the services or facilities provided under this Agreement;~~ ); (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section (other than applicable employee claimant(s)). 22.1.2 For purposes of this Section, Reasonable costs and attorneys’ fees, as used in this Section, includes without limitation fees and costs incurred to interpret or enforce this Section. 22.1.3 The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

Appears in 2 contracts

Samples: Interconnection Agreement, Interconnection Agreement

Indemnification Against Third-Party Claims. Each Party (the “Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined)~~. 22.1.1 For purposes of this Section 22, Claim~~ . “Claim” means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable costs and attorneys’ fees), ), (a) based on allegations that, if true, would ~~establish~~ establish (i) the Indemnifying Party’s breach of this Agreement; ; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; ; (iii) the Indemnifying Party’s ~~negligent or willful misconduct or omissions;~~ negligence; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; ; (v) the Indemnifying Party’s liability in relation to any ~~wrongful disclosure of~~ material that is defamatory or wrongfully discloses private or personal ~~matters~~ matters; or ~~material which is defamatory; or~~ (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or or (b) that arises out ~~of:~~ of (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this ~~Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this~~ Agreement; ; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s~~) pertaining to the services or facilities provided under this Agreement;~~ ); (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; ; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section (other than applicable employee claimant(s))~~. 22.1.2 For~~ , for purposes of this Section, “Reasonable costs and attorneys’ fees, ,” as used in this Section, includes without limitation fees and costs incurred to interpret or enforce this Section~~. 22.1.3~~ . The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

Appears in 2 contracts

Samples: Interconnection Agreement, Interconnection Agreement

Indemnification Against Third-Party Claims. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all ~~Claims (as hereinafter defined). 22.1.1 For purposes of this Section 22, Claim~~ Claims. “Claim” means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable costs and attorneys’ fees), ), (a) based on allegations that, if true, would ~~establish~~ establish (i) the Indemnifying Party’s breach of this Agreement; ; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; ; (iii) the Indemnifying Party’s ~~negligent or willful misconduct or omissions;~~ negligence; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; ; (v) the Indemnifying Party’s liability in relation to any ~~wrongful disclosure of~~ material that is defamatory or wrongfully discloses private or personal ~~matters~~ matters; or ~~material which is defamatory; or~~ (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or or (b) that arises out ~~of:~~ of (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this ~~Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this~~ Agreement; ; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s~~) pertaining to the services or facilities provided under this Agreement;~~ ); (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; ; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section 30.1 (other than applicable employee claimant(s))~~. 22.1.2 For~~ , for purposes of this ~~Section,~~ Section 30.1. “Reasonable costs and attorneys’ fees, ,” as used in this ~~Section~~Section 30.1, includes without limitation fees and costs incurred to interpret or enforce this ~~Section. 22.1.3~~ Section 30.1. The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim. Notwithstanding anything to the contrary in this Section 30.1, a Party may not seek indemnification with respect to any Claim by that Party’s customer(s) or End User(s), but rather shall be the Indemnifying Party with respect to all Claims by its customer(s) and End User(s). The Indemnifying Party agrees to release, indemnify, defend, and hold harmless the Indemnitee Group and any third-party provider or operator of facilities involved in the provision of products, services, UNEs or facilities under this Agreement from all losses, claims, demands, damages, expenses, suits, or other actions, or any liability whatsoever, including, but not limited to, costs and attorneys’ fees, suffered, made, instituted, or asserted by the Indemnifying Party’s End User Customer(s) arising from or relating to any products, services, UNEs or facilities provided by or through the Indemnified Party or such third- party provider or operator. The Indemnifying Party further agrees to release, indemnify, defend, and hold harmless the Indemnitee Group from all losses, claims, demands, damages, expenses, suits, or other actions, or any liability whatsoever, including, but not limited to, costs and attorneys’ fees, suffered, made, instituted, or asserted by any third party against an Indemnified Party arising from or in any way related to actual or alleged defamation, libel, slander, interference with or misappropriation of proprietary or creative right, or any other injury to any person or property arising out of content transmitted by the Indemnifying Party’s End User Customer(s).

Appears in 2 contracts

Samples: Traffic Exchange Agreement, Interconnection, Resale and/or Unbundling Agreement

Indemnification Against Third-Party Claims. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims, except to the extent that such Claims ~~(as hereinafter defined). 22.1.1~~ arise from the negligence, gross negligence, or intentional or willful misconduct of a person(s) or entity(ies) in the Indemnitee Group. For purposes of this Section 2230, ~~Claim~~ “Claim(s)” means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable costs and attorneys’ fees)), (a) based on allegations that, if true, would establish (i) the Indemnifying Party’s material breach of this Agreement; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; (iii) the Indemnifying Party’s ~~negligent or willful misconduct or omissions~~negligence; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service ~~mark~~xxxx, trade name~~, right of publicity or privacy~~, trade secret, or any other proprietary right of any third party; (v) the Indemnifying Party’s ~~liability in relation to~~ actions involving publication or public release of any defamatory material or the Indemnifying Party’s wrongful disclosure of private or personal ~~matters or material which is defamatory~~matters; or (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or or (b) that arises out of: (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or of its obligations ~~under this Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party~~ under this Agreement; (ii) the bodily injury or death of any ~~act~~ person arising from acts or ~~omission~~ omissions of the Indemnifying Party’s ~~customer(s) or End User(s) pertaining to the services or facilities provided~~ performance of its obligations under this Agreement; (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its ~~customers~~Customers, or such ~~customers~~Customers’ use, possession, or operation of those services and/or products; or (viv) personal injury to ~~or any unemployment compensation claim by~~ one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation ~~or unemployment insurance law, which protections the Indemnifying Party waives,~~ as to the Indemnified Party and other persons and entities to be indemnified under this Section 30.1 (other than applicable employee claimant(s))~~. 22.1.2 For~~ , for purposes of this ~~Section,~~ Section 30.1. 30.1.1 “Reasonable costs and attorneys’ fees, ,” as used in this ~~Section~~Section 30.1, includes without limitation fees and costs incurred to interpret or enforce this ~~Section. 22.1.3~~ Section 30.1. The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. ~~At the Indemnifying Party’s expense, the~~ The Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim. 30.1.2 Notwithstanding anything to the contrary in this Section 30.1, a Party may not seek indemnification with respect to any Claim by that Party’s own Customer(s) but rather shall be the Indemnifying Party with respect to all Claims by its Customer(s), except to the extent that such Claims arise from the Indemnified Party’s negligence, gross negligence, or intentional or willful misconduct. 30.1.3 The Indemnifying Party agrees to release, indemnify, defend, and hold harmless the Indemnitee Group and any third-party provider or operator of facilities involved in the provision of products, services or facilities under this Agreement from all Claims suffered, made, instituted, or asserted by the Indemnifying Party’s Customer(s) arising from or relating to any products, services or facilities provided by or through the Indemnified Party or such third-party provider or operator, except to the extent that any such Claims were caused by the Indemnified Party’s or other third-party provider’s or operator’s negligence, gross negligence, or intentional or willful misconduct. The Indemnifying Party further agrees to release, indemnify, defend, and hold harmless the Indemnitee Group from all Claims suffered, made, instituted, or asserted by any third party against an Indemnified Party arising from or in any way related to actual or alleged defamation, libel, slander, interference with or misappropriation of proprietary or creative right, or any other injury to any person or property arising out of content transmitted by the Indemnifying Party’s Customer(s). 30.1.4 Nothing contained herein will be deemed to constitute a waiver by CLEC of its right under Rule 4901: 1-5-02 (G), O.A.C. to recover from CenturyLink the amount of an end user credit or waiver of customer charges required by Rule 4901: 1-5-16 O.A.C. which results from CenturyLink's failure to provide adequate support involving a service provided by CenturyLink pursuant to this Agreement.

Appears in 1 contract

Samples: Interconnection Agreement

Indemnification Against Third-Party Claims. Each Party (the Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the Indemnified Party) and the other Party’s 's Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined). 22.1.1 For purposes of this Section 22, Claim means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses including, but not limited to, reasonable costs and attorneys’ ' fees), (a) based on allegations that, if true, would establish (i) the Indemnifying Party’s 's breach of this Agreement; (ii) the Indemnifying Party’s 's misrepresentation, fraud or ~~other misconduct;~~other (iii) the Indemnifying Party’s 's negligent or willful misconduct or omissions; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; (v) the Indemnifying Party’s 's liability in relation to any wrongful disclosure of private or personal matters or material which is defamatory; or (vi) the Indemnifying Party’s 's wrongful use or unauthorized disclosure of data; or (b) that arises out of: (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s 's performance or obligations under this Agreement or the Indemnifying Party’s 's use of any services or facilities obtained from or provided by the other Party under this Agreement; (ii) any act or omission of the Indemnifying Party’s 's customer(s) or End User(s) pertaining to the services or facilities provided under this Agreement; (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s 's performance or obligations under this Agreement; (iv) the Indemnifying Party’s 's design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ ' use, possession, or operation of those services and/or products; or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s 's employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ ' compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section (other than applicable employee claimant(s)). 22.1.2 For purposes of this Section, Reasonable costs and attorneys’ ' fees, as used in this Section, includes without limitation fees and costs incurred to interpret or enforce this Section. 22.1.3 The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s 's expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

Appears in 1 contract

Samples: Interconnection Agreement

Indemnification Against Third-Party Claims. Each Party (the Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the Indemnified ~~Party~~Party ) and the ~~other Party’s Subsidiaries, predecessors, successors, Affiliates~~othe ates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined). 22.1.1 For purposes of this Section 22, Claim means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses including, but not limited to, reasonable costs ~~and attorneys’ fees),~~and (a) based on allegations that, if true, would establish (i) the ~~Indemnifying Party’s breach of this Agreement;~~Indemn (ii) the ~~Indemnifying Party’s misrepresentation, fraud or other~~ I misconduct; (iii) the Indemnifying ~~Party’s negligent~~ Pa or willful misconduct or omissions; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; (v) ~~the Indemnifying Party’s liability in relation to any~~ wrongful disclosure of private or personal matters or material which is defamatory; or (vi) the Indemnifying ~~Party’s~~ Pa s wrongful use or unauthorized disclosure of data; or (b) that arises out of: (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying ~~Party’s~~ Part performance or obligations under this Agreement or the ~~Indemnifying Party’s use of any services~~ I ervices or facilities obtained from or provided by the other Party under this Agreement; (ii) any act or ~~omission of the Indemnifying Party’s customer(s) or~~ xxxxxx End User(s) pertaining to the services or facilities provided under this Agreement; (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any ~~person, relating to the Indemnifying Party’s performance~~ per e or obligations under this Agreement; (iv) the ~~Indemnifying Party’s design~~Indemnifyin acturing, ~~testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation~~ ation of those services and/or products; or (v) personal injury to or any unemployment compensation claim by one or more of the ~~Indemnifying Party’s employees,~~ Indemn notwithstanding any protections the Indemnifying Party might otherwise have under applicable ~~workers’ compensation or~~ wo unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section (other than applicable employee claimant(s)). 22.1.2 For ~~purposes of this Section, Reasonable costs and attorneys’~~ pu fees, as used in this Section, includes without limitation fees and costs incurred to interpret or enforce this Section. 22.1.3 The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying ~~Party’s expense,~~ the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

Appears in 1 contract

Samples: Commercial Mobile Radio Services Agreement

Indemnification Against Third-Party Claims. Each Party (the Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the Indemnified Party) and the other Party’s 's Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined). 22.1.1 For purposes of this Section 22, Claim means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses including, but not limited to, reasonable costs and attorneys’ ' fees), (a) based on allegations that, if true, would establish (i) the Indemnifying Party’s 's breach of this Agreement; (ii) the Indemnifying Party’s 's misrepresentation, fraud or other misconduct; (iii) the Indemnifying Party’s 's negligent or willful misconduct or omissions; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; (v) the Indemnifying Party’s 's liability in relation to any wrongful disclosure of private or personal matters or material which is defamatory; or (vi) the Indemnifying Party’s 's wrongful use or unauthorized disclosure of data; or or (b) that arises out of: : (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s 's performance or obligations under this Agreement or the Indemnifying Party’s 's use of any services or facilities obtained from or provided by the other Party under this Agreement; ; (ii) any act or omission of the Indemnifying Party’s 's customer(s) or End User(s) pertaining to the services or facilities provided under this Agreement; ; (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s 's performance or obligations under this Agreement; ; (iv) the Indemnifying Party’s 's design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ ' use, possession, or operation of those services and/or products; or or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s 's employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ ' compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section (other than applicable employee claimant(s)). 22.1.2 For purposes of this Section, Reasonable costs and attorneys’ ' fees, as used in this Section, includes without limitation fees and costs incurred to interpret or enforce this Section. 22.1.3 The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s 's expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

Appears in 1 contract

Samples: Interconnection Agreement

Indemnification Against Third-Party Claims. Each Party (the Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the Indemnified Party) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined). ~~22.1.1~~ 25.1.1 For purposes of this Section 2225, Claim means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable costs and attorneys’ fees)), (a) based on allegations that, if true, would establish (i) the Indemnifying Party’s breach of this Agreement; (ii) the Indemnifying Party’s misrepresentation, fraud or ~~other misconduct;~~other (iii) the Indemnifying Party’s negligent or willful misconduct or omissions; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; (v) the Indemnifying Party’s liability in relation to any wrongful disclosure of private or personal matters or material which is defamatory; or (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or (b) that arises out of: (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this Agreement; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s) pertaining to the services or facilities provided under this Agreement; (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section (other than applicable employee claimant(s)). ~~22.1.2~~ 25.1.2 For purposes of this Section, Reasonable costs and attorneys’ fees, as used in this Section, includes without limitation fees and costs incurred to interpret or enforce this Section. ~~22.1.3~~ 25.1.3 The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

Appears in 1 contract

Samples: Interconnection Agreement

Indemnification Against Third-Party Claims. Each Party (the Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the Indemnified ~~Party~~Party ) and the ~~other Party’s Subsidiaries, predecessors, successors,~~ othe Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined). 22.1.1 For purposes of this Section 22, Claim means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses including, but not limited to, reasonable costs ~~and attorneys’ fees),~~and (a) based on allegations that, if true, would establish (i) ~~the Indemnifying Party’s breach of this Agreement~~t nt; (ii) the ~~Indemnifying Party’s misrepresentation, fraud or other~~ I her misconduct; (iii) ~~the Indemnifying Party’s negligent~~ or willful misconduct or omissions; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; (v) the ~~Indemnifying Party’s liability in relation to~~ Indemni any wrongful disclosure of private or personal matters or material which is defamatory; or (vi) the ~~Indemnifying Party’s wrongful use or unauthorized~~ Indemnify disclosure of data; or (b) that arises out of: (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying ~~Party’s~~ Part performance or obligations under this Agreement or the ~~Indemnifying Party’s use of any services or facilities obtained~~ from or provided by the other Party under this Agreement; (ii) any act ~~or omission of the Indemnifying Party’s customer(s~~er(s) or End User(s) pertaining to the services or facilities provided under this Agreement; (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying ~~Party’s performance~~ Par e or obligations under this Agreement; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services I and/or products; or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying ~~Party’s employees~~P es, notwithstanding any protections the Indemnifying Party might otherwise have under applicable ~~workers’ compensation or~~ wo unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section (other than applicable employee claimant(s)). 22.1.2 For purposes of this Section, Reasonable costs and ~~attorneys’ fees, as~~ attor used in this Section, includes without limitation fees and costs incurred to interpret or enforce this Section. 22.1.3 The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the ~~Indemnifying Party’s expense,~~ In the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

Appears in 1 contract

Samples: Commercial Mobile Radio Services Agreement

Indemnification Against Third-Party Claims. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all ~~Claims (as hereinafter defined). 22.1.1 For purposes of this Section 22, Claim~~ Claims. “Claim” means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable costs and attorneys’ fees), ), (a) based on allegations that, if true, would ~~establish~~ establish (i) the Indemnifying Party’s breach of this Agreement; ; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; ; (iii) the Indemnifying Party’s ~~negligent or willful misconduct or omissions;~~ negligence; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; ; (v) the Indemnifying Party’s liability in relation to any ~~wrongful disclosure of~~ material that is defamatory or wrongfully discloses private or personal ~~matters~~ matters; or ~~material which is defamatory; or~~ (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or or (b) that arises out ~~of:~~ of (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this ~~Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this~~ Agreement; ; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s~~) pertaining to the services or facilities provided under this Agreement;~~ ); (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; ; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section 22.1 (other than applicable employee claimant(s))~~. 22.1.2 For~~ , for purposes of this ~~Section,~~ Section 22.1. “Reasonable costs and attorneys’ fees, ,” as used in this ~~Section~~Section 22.1, includes without limitation fees and costs incurred to interpret or enforce this ~~Section. 22.1.3~~ Section 22.1. The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim. Notwithstanding anything to the contrary in this Section 22.1, a Party may not seek indemnification with respect to any Claim by that Party’s customer(s) or End User(s), but rather shall be the Indemnifying Party with respect to all Claims by its customer(s) and End User(s). The Indemnifying Party agrees to release, indemnify, defend, and hold harmless the Indemnitee Group and any third-party provider or operator of facilities involved in the provision of products, services or facilities under this Agreement from all losses, claims, demands, damages, expenses, suits, or other actions, or any liability whatsoever, including, but not limited to, costs and attorneys’ fees, suffered, made, instituted, or asserted by the Indemnifying Party’s End User Customer(s) arising from or relating to any products, services or facilities provided by or through the Indemnified Party or such third-party provider or operator. The Indemnifying Party further agrees to release, indemnify, defend, and hold harmless the Indemnitee Group from all losses, claims, demands, damages, expenses, suits, or other actions, or any liability whatsoever, including, but not limited to, costs and attorneys’ fees, suffered, made, instituted, or asserted by any third party against an Indemnified Party arising from or in any way related to actual or alleged defamation, libel, slander, interference with or misappropriation of proprietary or creative right, or any other injury to any person or property arising out of content transmitted by the Indemnifying Party’s End User Customer(s).

Appears in 1 contract

Samples: Resale Agreement

Appears in 1 contract

Samples: Interconnection, Resale and/or Unbundling Agreement

Indemnification Against Third-Party Claims. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all ~~Claims (as hereinafter defined). 22.1.1 For purposes of this Section 22, Claim~~ Claims. “Claim” means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable costs and attorneys’ fees), ), (a) based on allegations that, if true, would ~~establish~~ establish (i) the Indemnifying Party’s breach of this Agreement; ; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; ; (iii) the Indemnifying Party’s ~~negligent or willful misconduct or omissions;~~ negligence; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service ~~mark~~xxxx, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; ; (v) the Indemnifying Party’s liability in relation to any ~~wrongful disclosure of~~ material that is defamatory or wrongfully discloses private or personal ~~matters~~ matters; or ~~material which is defamatory; or~~ (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or or (b) that arises out ~~of:~~ of (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this ~~Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this~~ Agreement; ; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s~~) pertaining to the services or facilities provided under this Agreement;~~ ); (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; ; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section 30.1 (other than applicable employee claimant(s))~~. 22.1.2 For~~ , for purposes of this ~~Section,~~ Section 30.1. “Reasonable costs and attorneys’ fees, ,” as used in this ~~Section~~Section 30.1, includes without limitation fees and costs incurred to interpret or enforce this ~~Section. 22.1.3~~ Section 30.1. The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim. Notwithstanding anything to the contrary in this Section 30.1, a Party may not seek indemnification with respect to any Claim by that Party’s customer(s) or End User(s), but rather shall be the Indemnifying Party with respect to all Claims by its customer(s) and End User(s). The Indemnifying Party agrees to release, indemnify, defend, and hold harmless the Indemnitee Group and any third-party provider or operator of facilities involved in the provision of products, services, or facilities under this Agreement from all losses, claims, demands, damages, expenses, suits, or other actions, or any liability whatsoever, including, but not limited to, costs and attorneys’ fees, suffered, made, instituted, or asserted by the Indemnifying Party’s End User Customer(s) arising from or relating to any products, services, or facilities provided by or through the Indemnified Party or such third-party provider or operator. The Indemnifying Party further agrees to release, indemnify, defend, and hold harmless the Indemnitee Group from all losses, claims, demands, damages, expenses, suits, or other actions, or any liability whatsoever, including, but not limited to, costs and attorneys’ fees, suffered, made, instituted, or asserted by any third party against an Indemnified Party arising from or in any way related to actual or alleged defamation, libel, slander, interference with or misappropriation of proprietary or creative right, or any other injury to any person or property arising out of content transmitted by the Indemnifying Party’s End User Customer(s).

Appears in 1 contract

Samples: Traffic Exchange Agreement

Indemnification Against Third-Party Claims. Each Party (the Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the Indemnified Party) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined). ~~22.1.1~~ 25.1.1 For purposes of this Section 2225, Claim means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable costs and attorneys’ fees)), (a) based on allegations that, if true, would establish (i) the Indemnifying Party’s breach of this Agreement; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; (iii) the Indemnifying Party’s negligent or willful misconduct or omissions; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service ~~mark~~xxxx, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; (v) the Indemnifying Party’s liability in relation to any wrongful disclosure of private or personal matters or material which is defamatory; or (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or (b) that arises out of: (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this Agreement; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s) pertaining to the services or facilities provided under this Agreement; (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section (other than applicable employee claimant(s)). ~~22.1.2~~ 25.1.2 For purposes of this Section, Reasonable costs and attorneys’ fees, as used in this Section, includes without limitation fees and costs incurred to interpret or enforce this Section. ~~22.1.3~~ 25.1.3 The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

Appears in 1 contract

Samples: Interconnection Agreement

Indemnification Against Third-Party Claims. Each Party (the “Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined). ~~22.1.1~~ 25.1.1 For purposes of this Section 2225, ~~Claim~~ “Claim” means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable costs and attorneys’ fees)), ~~(a)~~ a. based on allegations that, if true, would establish (i) the Indemnifying Party’s breach of this Agreement; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; (iii) the Indemnifying Party’s ~~negligent~~ gross negligence or willful misconduct or omissions; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; (v) the Indemnifying Party’s liability in relation to any wrongful disclosure of private or personal matters or material which is defamatory; or (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data~~; or~~; ~~(b)~~ b. or that arises out of: (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this Agreement; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s~~) pertaining to the services or facilities provided under this Agreement~~); (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section (other than applicable employee claimant(s)). ~~22.1.2~~ 25.1.2 For purposes of this Section~~, Reasonable~~ . “reasonable costs and attorneys’ fees~~, as used in this Section,~~ ,” includes without limitation fees and costs incurred to interpret or enforce this Section. ~~22.1.3~~ 25.1.3 The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

Appears in 1 contract

Samples: Interconnection Agreement

Indemnification Against Third-Party Claims. Each Party (the Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the Indemnified Party) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined). 22.1.1 For purposes of this Section 22, Claim means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses including, but not limited to, reasonable costs and attorneys’ fees), (a) based on allegations that, if true, would establish (i) the Indemnifying Party’s breach of this Agreement; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; (iii) the Indemnifying Party’s negligent or willful misconduct or omissions; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service ~~mark~~xxxx, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; (v) the Indemnifying Party’s liability in relation to any wrongful disclosure of private or personal matters or material which is defamatory; or (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or (b) that arises out of: (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this Agreement; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s) pertaining to the services or facilities provided under this Agreement; (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section (other than applicable employee claimant(s)). 22.1.2 For purposes of this Section, Reasonable costs and attorneys’ fees, as used in this Section, includes without limitation fees and costs incurred to interpret or enforce this Section. 22.1.3 The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

Appears in 1 contract

Samples: Interconnection Agreement

Indemnification Against Third-Party Claims. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims, except to the extent that such Claims ~~(as hereinafter defined). 22.1.1~~ arise from the Indemnified Party’s negligence, gross negligence, or intentional or willful misconduct. For purposes of this Section 2230, ~~Claim~~ “Claim” means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable costs and attorneys’ fees), ), (a) based on allegations that, if true, would ~~establish~~ establish (i) the Indemnifying Party’s breach of this Agreement; ; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; ; (iii) the Indemnifying Party’s ~~negligent or willful misconduct or omissions;~~ negligence; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; ; (v) the Indemnifying Party’s liability in relation to any ~~wrongful disclosure of~~ material that is defamatory or wrongfully discloses private or personal ~~matters~~ matters; or ~~material which is defamatory; or~~ (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or or (b) that arises out ~~of:~~ of (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this ~~Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this~~ Agreement; ; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s~~) pertaining to the services or facilities provided under this Agreement;~~ ); (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; ; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section 30.1 (other than applicable employee claimant(s))~~. 22.1.2 For~~ , for purposes of this ~~Section,~~ Section 30.1. “Reasonable costs and attorneys’ fees, ,” as used in this ~~Section~~Section 30.1, includes without limitation fees and costs incurred to interpret or enforce this ~~Section. 22.1.3~~ Section 30.1. The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim. Notwithstanding anything to the contrary in this Section 30.1, a Party may not seek indemnification with respect to any Claim by that Party’s customer(s) or End User(s), but rather shall be the Indemnifying Party with respect to all Claims by its customer(s) and End User(s). The Indemnifying Party agrees to release, indemnify, defend, and hold harmless the Indemnitee Group and any third-party provider or operator of facilities involved in the provision of products, services, UNEs or facilities under this Agreement from all Claims losses, claims, demands, damages, expenses, suits, or other actions, or any liability whatsoever, including, but not limited to, costs and attorneys’ fees, suffered, made, instituted, or asserted by the Indemnifying Party’s End User Customer(s) arising from or relating to any products, services, UNEs or facilities provided by or through the Indemnified Party or such third- party provider or operator, except to the extent that any such Claims were caused by the Indemnified Party’s or other third-party provider’s or operator’s negligence, gross negligence, or intentional or willful misconduct. The Indemnifying Party further agrees to release, indemnify, defend, and hold harmless the Indemnitee Group from all Claims losses, claims, demands, damages, expenses, suits, or other actions, or any liability whatsoever, including, but not limited to, costs and attorneys’ fees, suffered, made, instituted, or asserted by any third party against an Indemnified Party arising from or in any way related to actual or alleged defamation, libel, slander, interference with or misappropriation of proprietary or creative right, or any other injury to any person or property arising out of content transmitted by the Indemnifying Party’s End User Customer(s).

Appears in 1 contract

Samples: Interconnection Agreement

Indemnification Against Third-Party Claims. Each Party (the Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the ~~Indemnified Party) and the other Party’s Subsidiaries, predecessors,~~ ,QGHPQLILHG 3DUW\ DQG WKH RWKHU 3DUW\¶V 6XEVLGLDULHV SUHGHFHVVRUV successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined). 22.1.1 For purposes of this Section 22, Claim means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses including, but not limited to, reasonable costs and ~~attorneys’ fees),~~DWWRUQH\V¶ IHHV (a) based on allegations that, if true, would establish (i) ~~the Indemnifying Party’s breach of this Agreement;~~WKH ,QGHPQLI\LQJ 3DUW\¶V EUHDFK RI WKLV $JUHHPHQW (ii) ~~the Indemnifying Party’s misrepresentation, fraud or other~~ WKH ,QGHPQLI\LQJ 3DUW\¶V PLVUHSUHVHQWDWLRQ IUDXG RU RWKHU misconduct; (iii) ~~the Indemnifying Party’s~~ WKH ,QGHPQLI\LQJ 3DUW\¶V negligent or willful misconduct or omissions; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or ~~service~~ service, as provided by the Indemnifying Party, of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; (v) ~~the Indemnifying Party’s liability in relation to any~~ WKH ,QGHPQLI\LQJ 3DUW\¶V OLDELOLW\ LQ UHODWLRQ WR DQ\ wrongful disclosure of private or personal matters or material which is defamatory; or (vi) ~~the Indemnifying Party’s wrongful~~ WKH ,QGHPQLI\LQJ 3DUW\¶V ZURQJIul use or unauthorized disclosure of data; or (b) that arises out of: (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying ~~Party’s performance or obligations under this Agreement~~ 3DUW\¶V SHUIRUPDQFH RU REOLJDWLRQV XQGHU WKLV $JUHHPHQW or the ~~Indemnifying Party’s use of any services or facilities~~ Indemnif\LQJ 3DUW\¶V XVH RI DQ\ VHUYLFHV RU IDFLOLWLHV obtained from or provided by the other Party under this Agreement; (ii) ~~any act or omission of the Indemnifying Party’s~~ DQ\ DFW RU RPLVVLRQ RI WKH ,QGHPQLI\LQJ 3DUW\¶V customer(s) or End User(s) pertaining to the services or facilities provided under this Agreement; (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of ~~any person, relating to the Indemnifying Party’s~~ DQ\ SHUVRQ UHODWLQJ WR WKH ,QGHPQLI\LQJ 3DUW\¶V performance or obligations under this Agreement; (iv) the Indemnifying ~~Party’s design, testing, manufacturing,~~ PaUW\¶V GHVLJQ WHVWLQJ PDQXIDFWXULQJ marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such ~~customers’ use, possession, or operation of those services~~ FXVWRPHUV¶ XVH SRVVHVVLRQ RU RSHUDWLRQ RI WKRVH VHUYLFHV and/or products; or (v) personal injury to or any unemployment compensation ~~claim by one or more of the Indemnifying Party’s~~ FODLP E\ RQH RU PRUH RI WKH ,QGHPQLI\LQJ 3DUW\¶V employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable ~~workers’ compensation or unemployment insurance law,~~ ZRUNHUV¶ FRPSHQVDWLRQ RU XQHPSOR\PHQW LQVXUDQFH ODZ which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section (other than applicable employee claimant(s)). 22.1.2 For ~~purposes of this Section, Reasonable costs and attorneys’~~ SXUSRVHV RI WKLV 6HFWLRQ 5HDVRQDEOH FRVWV DQG DWWRUQH\V¶ fees, as used in this Section, includes without limitation fees and costs incurred to interpret or enforce this Section. 22.1.3 The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the ~~Indemnifying Party’s expense, the Indemnified Party will provide~~ ,QGHPQLI\LQJ 3DUW\¶V H[SHQVH WKH ,QGHPQLILHG 3DUW\ ZLOO SURYLGH reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

Appears in 1 contract

Samples: Resale Agreement

Indemnification Against Third-Party Claims. Each Party (the Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the Indemnified Party) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined). 22.1.1 For purposes of this Section 22, Claim means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses including, but not limited to, reasonable costs and attorneys’ fees), (a) based on allegations that, if true, would establish (i) the Indemnifying Party’s breach of this Agreement; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; (iii) the Indemnifying Party’s negligent or willful misconduct or omissions; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; (v) the Indemnifying Party’s liability in relation to any wrongful disclosure of private or personal matters or material which is defamatory; or (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or or (b) that arises out of: : (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this Agreement; ; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s) pertaining to the services or facilities provided under this Agreement; ; (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; ; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section (other than applicable employee claimant(s)). 22.1.2 For purposes of this Section, Reasonable costs and attorneys’ fees, as used in this Section, includes without limitation fees and costs incurred to interpret or enforce this Section. 22.1.3 The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

Appears in 1 contract

Samples: Interconnection Agreement

Appears in 1 contract

Samples: Traffic Exchange Agreement

Indemnification Against Third-Party Claims. Each Party (the “Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined). ~~22.1.1~~ 25.1.1 For purposes of this Section 2225, ~~Claim~~ “Claim” means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable costs and attorneys’ fees)), (a) based on allegations that, if true, would establish (i) the Indemnifying Party’s breach of this Agreement; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; (iii) the Indemnifying Party’s ~~negligent~~ negligence or willful misconduct or omissions; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service ~~mark~~xxxx, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; (v) the Indemnifying Party’s liability in relation to any wrongful disclosure of private or personal matters or material which is defamatory; or (vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or (b) that arises out of: (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this Agreement; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s) pertaining to the services or facilities provided under this Agreement; (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section (other than applicable employee claimant(s)). ~~22.1.2~~ 25.1.2 For purposes of this Section, “Reasonable costs and attorneys’ fees, ,” as used in this Section, includes without limitation fees and costs incurred to interpret or enforce this Section. ~~22.1.3~~ 25.1.3 The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

Appears in 1 contract

Samples: Traffic Exchange Agreement

Indemnification Against Third-Party Claims. ~~Each~~ Subject to the limitations set forth in this Agreement, including, without limitation, Section 30.3, each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all ~~Claims (as hereinafter defined). 22.1.1 For purposes of this Section 22, Claim~~ Claims. “Claim” means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable costs and attorneys’ fees), ), (a) based on allegations that, if true, would ~~establish~~ establish (i~~) the Indemnifying Party’s breach of this Agreement; (ii~~) the Indemnifying Party’s misrepresentation, fraud or other misconduct; ; (~~iii~~ii) the Indemnifying Party’s ~~negligent or willful misconduct or omissions;~~ negligence; (iviii) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service ~~mark~~xxxx, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; ; (viv) the Indemnifying Party’s liability in relation to any ~~wrongful disclosure of~~ material that is defamatory or wrongfully discloses private or personal ~~matters~~ matters; or ~~material which is defamatory; or~~ (viv) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or or (b) that arises out ~~of:~~ of (i) any act or omission of the Indemnifying ~~Party~~ Party’s or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this ~~Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this~~ Agreement~~; (ii) any~~ ; ii)any act or omission of the Indemnifying Party’s customer(s) or End User(s~~) pertaining to the services or facilities provided under this Agreement;~~ ); (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; ; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section 30.1 (other than applicable employee claimant(s))~~. 22.1.2 For~~ , for purposes of this ~~Section,~~ Section 30.1. “Reasonable costs and attorneys’ fees, ,” as used in this ~~Section~~Section 30.1, includes without limitation fees and costs incurred to interpret or enforce this ~~Section. 22.1.3~~ Section 30.1. The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

Appears in 1 contract

Samples: Resale Agreement

Indemnification Against Third-Party Claims. Each Party (the Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the Indemnified ~~Party~~Party ) and the ~~other Party’s Subsidiaries, predecessors, successors, Affiliates~~othe ates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined). 22.1.1 For purposes of this Section 22, Claim means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses including, but not limited to, reasonable costs ~~and attorneys’ fees),~~and (a) based on allegations that, if true, would establish (i) the ~~Indemnifying Party’s breach of this Agreement;~~Indemn (ii) the ~~Indemnifying Party’s misrepresentation, fraud or other~~ I misconduct; (iii) the Indemnifying ~~Party’s negligent~~ Pa or willful misconduct or omissions; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; (v) ~~the Indemnifying Party’s liability in relation to any~~ wrongful disclosure of private or personal matters or material which is defamatory; or (vi) the Indemnifying ~~Party’s~~ Pa s wrongful use or unauthorized disclosure of data; or (b) that arises out of: (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying ~~Party’s~~ Part performance or obligations under this Agreement or the ~~Indemnifying Party’s use of any services~~ I ervices or facilities obtained from or provided by the other Party under this Agreement; (ii) any act or ~~omission of the Indemnifying Party’s customer(s) or~~ xxxxxx End User(s) pertaining to the services or facilities provided under this Agreement; (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any ~~person, relating to the Indemnifying Party’s performance~~ per e or obligations under this Agreement; (iv) the ~~Indemnifying Party’s design~~Indemnifyin acturing, ~~testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation~~ ation of those services and/or products; or (v) personal injury to or any unemployment compensation claim ~~by one or more of the Indemnifying Party’s employees,~~ notwithstanding any protections the Indemnifying Party might otherwise have under applicable ~~workers’ compensation or~~ wo unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section (other than applicable employee claimant(s)). 22.1.2 For ~~purposes of this Section, Reasonable costs and attorneys’~~ pu fees, as used in this Section, includes without limitation fees and costs incurred to interpret or enforce this Section. 22.1.3 The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying ~~Party’s expense,~~ the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

Appears in 1 contract

Samples: Commercial Mobile Radio Services Agreement

Indemnification Against Third-Party Claims. ~~Each~~ Subject to the limitations set forth in this Agreement, including, without limitation, Section 30.3, each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all ~~Claims (as hereinafter defined). 22.1.1 For purposes of this Section 22, Claim~~ Claims. “Claim” means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable costs and attorneys’ fees), ), (a) based on allegations that, if true, would ~~establish~~ establish (i~~) the Indemnifying Party’s breach of this Agreement; (ii~~) the Indemnifying Party’s misrepresentation, fraud or other misconduct; ; (~~iii~~ii) the Indemnifying Party’s ~~negligent or willful misconduct or omissions;~~ negligence; (iviii) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; ; (viv) the Indemnifying Party’s liability in relation to any ~~wrongful disclosure of~~ material that is defamatory or wrongfully discloses private or personal ~~matters~~ matters; or ~~material which is defamatory; or~~ (viv) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or or (b) that arises out ~~of:~~ of (i) any act or omission of the Indemnifying ~~Party~~ Party’s or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this ~~Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this~~ Agreement~~; (ii) any~~ ; ii)any act or omission of the Indemnifying Party’s customer(s) or End User(s~~) pertaining to the services or facilities provided under this Agreement;~~ ); (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; ; (iviiiv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or or (viv) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section 30.1 (other than applicable employee claimant(s))~~. 22.1.2 For~~ , for purposes of this ~~Section,~~ Section 30.1. “Reasonable costs and attorneys’ fees, ,” as used in this ~~Section~~Section 30.1, includes without limitation fees and costs incurred to interpret or enforce this ~~Section. 22.1.3~~ Section 30.1. The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

Appears in 1 contract

Samples: Resale Agreement

Common use of Indemnification Against Third-Party Claims Clause in Contracts