Indemnification by CCC. In the event that HHH is named in a personal injury or product liability suit arising out of use of the Component Products furnished by
Indemnification by CCC. CCC agrees to indemnify, defend and save harmless the CDCR, its officers, agents and employees from any and all claims and losses accruing or resulting to any and all employees, officers, agents, contractors, subcontractors, suppliers, laborers, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by CCC in the performance of this Agreement.
Indemnification by CCC. CCC shall indemnify and hold Synergy and Synergy's Affiliates, as well as their respective employees, directors, successors and assigns, harmless from and against all Claims making an allegation which, if true, would be a breach of any of CCC's obligations under this Agreement or any of the representations or warranties made by CCC under this Agreement; PROVIDED THAT CCC shall have (x) the right to select counsel; (y) the right to direct and control the litigation or proceedings; and (z) subject to the approval of Synergy and/or subject to a good faith settlement hearing before the tribunal in which such action is brought, of which hearing Synergy shall be given notice and an opportunity to be heard, the right to settle the litigation on commercially reasonable terms.
Indemnification by CCC. (a) Subject to VTR (on its own behalf or on behalf of any other VTR Indemnified Party) making a written claim for indemnification against CCC pursuant to Section 9.5 within the survival period (if there is an applicable survival period pursuant to Section 8.1), and subject to the limitations set forth in Section 8.6, CCC must indemnify and hold any and all of the VTR Indemnified Parties harmless from and against any and all Losses any VTR Indemnified Party may suffer (including Losses a VTR Indemnified Party may suffer after the end of any applicable survival period) arising out of, in the nature of, incident or relating to, resulting from, or caused by any inaccuracy in or any breach of any representation or warranty of CCC contained in this Agreement or in any certificate delivered by or on behalf of CCC pursuant to this Agreement (except for the representations and warranties in Section 3.1 (“Transferor Representations and Warranties”), Section 4.2 (“Capitalization”), Section 4.14 (“Taxes”), and Schedule B (“Metrópolis Taxes”), which are covered by Section 8.3(b)).
(b) Subject to VTR (on its own behalf or on behalf of any other VTR Indemnified Party) making a written claim for indemnification against CCC pursuant to Section 9.5 within the survival period (if there is an applicable survival period pursuant to Section 8.1), CCC must indemnify and hold any and all of the VTR Indemnified Parties harmless from and against any and all Losses any VTR Indemnified Party may suffer (including Losses a VTR Indemnified Party may suffer after the end of any applicable survival period) arising out of, in the nature of, incident or relating to, resulting from, or caused by:
(i) any inaccuracy in or any breach of any representation or warranty of CCC, but not of Uno, contained in Section 3.1;
(ii) any inaccuracy in or any breach of any representation or warranty contained in Section 4.2 (“Capitalization”) or Section 4.14 (“Taxes”) or Schedule B (“Metrópolis Taxes”), but only 50% of such Losses therefrom; provided, however, that the “50% of such Losses” limitation will not apply if (A) the Losses claims thereunder arose out of, were in the nature of, were incident or related to, resulted from, or were caused by the inaccuracy in or breach of any such representation or warranty that is qualified as to knowledge or by such terms as “knowledge,” “know,” “awareness,” or “aware,” and (B) CCC did in fact know about the inaccuracy or breach at any time the representation or wa...
Indemnification by CCC. CCC will indemnify, defend and hold District and its board members, employees, agents and representatives harmless, from and against any and all losses, damages, actions, liabilities or costs (including reasonable attorneys’ fees) arising out of any third-party claim based on CCC’s and CCC Partners’ gross negligence or willful misconduct performing its obligations under this Agreement or any applicable SOW, including the costs of required notifications incurred by Client in connection with a data breach.
Indemnification by CCC. CCC shall hold SRI and its directors, trustees, officers, employees, agents and the successors and assigns of any of the foregoing harmless against any and all losses, liabilities, damages and expenses (including reasonable attorneys' fees and costs) incurred as a result of any claim, demand, action or proceeding by any third party resulting from, in conjunction with, or arising out of the acts or omissions of CCC including but not limited to the:
(a) use by CCC, its directors, trustees, officers, employees, contractors, subcontractors and agents, of the Licensed Software or the SRI Intellectual Property Rights; or
(b) development, design, manufacture, distribution or use of Licensed Products.
Indemnification by CCC. Citadel and CLI. Subject to the limitations and procedures set forth in this Sectxxx 00, XXX, Xxxxxxx xxx CLI shall jointly and severally indemnify and hold harmless Sellers and Stockholder from and against any and all Damages which are sustained or incurred by Sellers and Stockholder, to the extent that such Damages are sustained or incurred by reason of (a) the breach of any of the obligations or covenants of CCC, Citadel or CLI in this Agreement; (b) the breach of any of the representations or warranties made by CCC, Citadel or CLI in this Agreement; or (c) the operation of the Stations by Citadel and CLI following the Closing (except to the extent such Damages relate to matters covered by Section 14.1).
Indemnification by CCC. CCC hereby agrees to indemnify and hold RCCM and Lurix xxxmless from and against, and agrees to properly defend RCCM from and reimburse RCCM for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind ("Losses") (including, without limitation, reasonable attorneys' fees and other legal costs and expenses) which RCCM may at any time suffer or incur, or become subject to, as a result of, in connection with, relating to or arising out of:
(a) Any misrepresentation or breach of any of the representations and warranties made by CCC in or pursuant to this Agreement;
(b) Any failure by CCC to carry out, perform, satisfy or discharge any of the covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the documents and materials delivered by CCC pursuant to this Agreement; and
(c) Any suit, action or other proceeding brought by any person or arising out of, or in any way related to, any of the matters referred to in clauses (a) or (b) immediately above.
Indemnification by CCC. In the event that HHH is named in a personal injury or product liability suit arising out of use of the Component Products furnished by CCC under this Agreement standing alone and not in combination with any HHH Component Product or other product, and such suit is not a suit as to which HHH is obligated to defend and indemnify CCC pursuant to Section 7.8.1, CCC will defend or settle such suit and will pay all damages and costs finally awarded against HHH in such suit, but CCC will not be responsible for any costs, expenses, or compromise incurred or made by HHH without CCC's prior written consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, in no event will CCC have any responsibility under this Section 7.8.2 in respect of claims that are proximately caused by the willful misconduct or gross negligence of HHH.
