Indemnification by CGI. (i) CGI shall indemnify and hold Buyer and its Affiliates harmless against any damages, costs and expenses (including reasonable attorneys’ fees and expenses) arising from (A) any gross negligence, fraud or intentional misconduct by or on behalf of CGI or its Affiliates in connection with the provision of any CGI Service or CGI Payroll and Benefit Service or the receipt or use of any Buyer Service or Clinical Business Service or any other actions or inactions by or on behalf of CGI or its Affiliates in connection therewith, (B) any alleged joint employer status with respect to Buyer and its Affiliates, on the one hand, and CGI and its Affiliates, on the other hand, or (C) any breach by or on behalf of CGI or its Affiliates of any of its obligations hereunder.
Indemnification by CGI. Subject to the limitations as expressly set forth in Section 7.5(d)(ii), Section 7.8 and the last sentence in Section 5.8, CGI will indemnify and hold harmless the Buyer Indemnified Parties from and against, and will pay to the Buyer Indemnified Parties the monetary value of, any and all Losses incurred or suffered by the Buyer Indemnified Parties directly or indirectly arising out of, relating to or resulting from any of the following:
Indemnification by CGI. At Callida’s request, CGI will defend, indemnify, and hold Callida, Callida’s Affiliates, and their directors, officers, employees, agents, and customers (“Callida Indemnitees”) harmless from and against (a) any and all claims, losses, liabilities, damages, costs, and expenses (including attorneys’ fees, expert witness fees, and court costs) directly or indirectly arising from or relating to any breach of or inaccuracy in any covenants, representations, or warranties made by CGI in this Agreement, and (b) any action against Callida brought by a Third Party to the extent that the action is based upon (i) any product liability claim based on any defect in any Licensed Product sold or distributed by CGI or any of its Affiliates or sublicensees caused by the design or manufacturing of such Licensed Product, or (ii) any claim of misappropriation or infringement of any patent, trademark, or other intellectual property. Callida will use reasonable efforts to notify CGI promptly of any claim for which Callida believes it is entitled to indemnification under this Section 8.2 and which Callida desires CGI to defend. However, Callida’s failure to provide such notice or delay in providing such notice will relieve CGI of its obligation under this Section 8.2 to defend the claim only if such delay or failure materially prejudices CGI’s ability to defend the claim. If CGI is defending a third-party claim pursuant to this Section 8.2, Callida will have the right to participate in the defense of the claim with its own counsel and at its own expense. No settlement of any such claim will be binding on Callida without Callida’s express prior written consent.
Indemnification by CGI. If, as a result of CGI’s negligence and/or the negligence of a separate service provider of CGI, Subcontractor or Subcontractor’s employees suffer personal injury or property damage, CGI will reimburse Subcontractor for that portion of any claims Subcontractor actually pays for which CGI is legally liable.
Indemnification by CGI. CGI agrees to indemnify, defend and hold Kanawha, its affiliates and their respective directors, officers, employees, agents, representatives and subcontractors (excluding CGI and its subcontractors) (collectively, the "Kanawha Indemnified Parties") harmless from and against any and all liabilities, damages, costs and expenses (including attorneys' fees and other professionals' fees) arising from any claim, action, suit, or proceeding made or brought against Kanawha by a third party alleging (i) the breach by CGI of any provision of this Agreement, (ii) any violation of law by CGI, its employees, agents or third parties engaged by CGI or over which CGI has control, (iii) a data security or system integrity breach related to the Services, whether or not determined during a Security Audit, or (iv) the negligent or willful and wanton acts or omissions of CGI, its employees, agents or third parties over which it has control.
Indemnification by CGI. Subject to the other terms and conditions of this Article VII, CGI shall indemnify and defend each of Manolos and its Affiliates and their respective Representatives (collectively, the “Manolos Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, Manolos Indemnitees based upon, arising out of, with respect to, or by reason of:
Indemnification by CGI. Subject to the other terms and conditions of this Article VII, CGI shall indemnify and defend each of Tsai and its Affiliates and their respective Representatives (collectively, the “Tsai Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, Tsai Indemnitees based upon, arising out of, with respect to, or by reason of:
Indemnification by CGI. CGI shall indemnify, defend and hold harmless Mayo and the Company and each of their respective subsidiaries, officers, directors, shareholder, employees, agents and Affiliates (collectively, all such indemnified persons are referred to in this Section as the “Indemnified Parties”) against and in respect of any and all third party claims, demands, losses, obligations, liabilities, damages, deficiencies, actions, settlements, judgments, costs and expenses which the Indemnified Parties may incur or suffer or with which it may be faced (including reasonable costs and legal fees incident thereto or in seeking indemnification therefor), arising out of or based upon (i) the breach by CGI of any of its representations, warranties, covenants or agreements contained or incorporated in this Agreement, or (ii) any act or omission of CGI, its agents, employees or its suppliers, or products, except to the extent of injury or damage due to Indemnified Parties’ negligence or willful misconduct.
Indemnification by CGI. CGI shall so far as it is permitted by law (a) indemnify and hold harmless BCE and its wholly-owned Subsidiaries which hold Registrable Securities covered by a Registration Statement filed pursuant to this Agreement, their officers and directors and each other person controlling any of them, from and against any losses, claims, damages and liabilities (“Damages”), joint or several, including reasonable attorneys’ fees and expenses and all other costs and expenses reasonably incurred by them in connection with investigating or defending any such Damages, to which they or any of them may become subject under the Securities Laws or other applicable laws or regulations, at law or otherwise, insofar as such Damages arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, or any amendment thereof or supplement thereto, in relation to the offer and sale or other disposition of any of the Registrable Securities contemplated hereby, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein under the circumstances under which they were made not misleading, or any violation by CGI of any applicable Securities Laws relating to any action or inaction required of CGI in connection with such offer, sale or other disposition under such laws; and (b) reimburse each such indemnified Party, as and when incurred, for any legal or other costs and expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, or liability; provided, however that CGI shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in said documents in reliance upon and in conformity with information relating to BCE or any of its subsidiaries or to the underwriters of the Registrable Securities which is furnished to CGI by or on behalf of BCE or by or on behalf of such underwriters specifically for use in the preparation thereof; or (ii) the failure of BCE or of the relevant wholly-owned Subsidiary of BCE to comply with a prospectus delivery requirement imposed on it under applicable Securities Laws, if any, including any failure to deliver, after delivery of a Registration Statement, an amended Registration Statement contain...
Indemnification by CGI. CGI shall indemnify, defend, and hold harmless GBP and its Affiliates and their respective directors, board members, officers, employees, agents and independent contractors and their respective successors, heirs and assigns against any liability, damage, loss, or expense (including reasonable attorneys’ fees and expenses) arising from a Third Party claim arising out of any theory of liability (including actions in the form of tort, warranty, or strict liability and regardless of whether such action has any factual basis) concerning:
