INDEMNIFICATION AND HOLD HARMLESS OBLIGATION. The Provider shall indemnify, hold harmless, and defend DHSS from and against any claim of, or liability for error, omission, or negligent or intentional act of the Provider under this Agreement. The Provider shall not be required to indemnify DHSS for a claim of, or liability for, the independent negligence of DHSS. If there is a claim of, or liability for, the joint negligent error or omission of the Provider and the independent negligence of DHSS, the indemnification and hold harmless obligation shall be apportioned on a comparative fault basis. “Provider” and “DHSS,” as used within this section and Section IX (B), include the employees, agents, or Providers who are directly responsible, respectively, to each. The term “independent negligence” is negligence other than in DHSS’s selection, administration, monitoring, or controlling of the Provider and in approving or accepting the Provider’s work. The Provider acknowledges that state and federal laws relating to information privacy and security, protection against discriminatory practices, and other provisions included in this Agreement may be evolving and that further amendment to this Agreement may be necessary to insure compliance with applicable law. Upon receipt of notification from DHSS that change in law affecting this Agreement has occurred, the Provider will promptly agree to enter into negotiations with DHSS to amend this Agreement to ensure compliance with those changes.

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INDEMNIFICATION AND HOLD HARMLESS OBLIGATION. 19.1 SU shall indemnify, defend and hold harmless ASME and its officers, directors, employees and agents and each of them from any and all claims, actions, causes of actions, demands, liabilities of whatsoever kind and nature including judgments, interest, attorney’s fees, and all other costs, fees, expenses and charges which ASME, its officers, directors, employees, agents and each of them may incur arising out of the negligence, gross negligence or willful misconduct of SU, its officers, directors, employees or agents, in connection with the performance of the obligations of SU pursuant to this Agreement. 19.2 ASME shall indemnify, defend and hold harmless SU and its officers, directors, employees and agents and each of them from any and all claims, actions, causes of actions, demands, liabilities of whatsoever kind and nature including judgments, interest, attorney’s fees, and all other costs, fees, expenses and charges which SU, its officers, directors, employees, agents and each of them may incur arising out of the negligence, gross negligence or willful misconduct of ASME, its officers, directors, employees or agents in connection with the performance of the obligations of (ASME) pursuant to this Agreement.

INDEMNIFICATION AND HOLD HARMLESS OBLIGATION. The Provider shall indemnify, hold harmless, and defend DFCS from and against any claim of or liability for error, omission, or negligent or intentional act of the Provider under this Agreement. The Provider shall not be required to indemnify DFCS for a claim of, or liability for, the independent negligence of DFCS. If there is a claim of, or liability for, the joint negligent error or omission of the Provider and the independent negligence of DFCS, fault shall be apportioned on a comparative fault basis.

INDEMNIFICATION AND HOLD HARMLESS OBLIGATION. The Consultant shall indemnify, hold harmless, and defend DHSS from and against any claim of, or liability for error, omission, or negligent or intentional act of the Consultant under this Agreement. The Consultant shall not be required to indemnify DHSS for a claim of, or liability for, the independent negligence of DHSS. If there is a claim of, or liability for, the joint negligent error or omission of the Consultant and the independent negligence of DHSS, fault shall be apportioned on a comparative fault basis.

INDEMNIFICATION AND HOLD HARMLESS OBLIGATION. Borrowers represent and

INDEMNIFICATION AND HOLD HARMLESS OBLIGATION. Borrower represents and warrants that neither the Collateral given to Bank as security for the Notes, nor any other assets owned by Borrower have been, or ever will be, so long as the Notes remain unpaid, used for the generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substances, provided however, it is understood that Borrower, in the ordinary course of its business, does transport items which may be deemed Hazardous Substances. The representations and warranties contained herein are based on Borrower's due diligence in investigating the collateralized properties for Hazardous Substances. Borrower hereby (i) releases and waives any future claims against Bank for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs under any such laws; (ii) agrees that Bank may recover against Borrower to the full extent of any damages, claims or other liabilities suffered by Bank as a result of the violation of any such environmental laws, whether or not such violation occurred while the Collateral was owned by a predecessor or successor in interest to Borrower; and (iii) agrees to indemnify and hold Bank harmless against any and all claims and losses resulting from a breach of this provision of this Agreement, including reasonable attorney's fees and expenses. This obligation to indemnify and hold Bank harmless shall survive the payment of the Notes.

INDEMNIFICATION AND HOLD HARMLESS OBLIGATION. None of the Crouse Real

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