Common use of Indemnification by Provider Clause in Contracts

Indemnification by Provider. (a) Parent agrees to indemnify, defend and hold Spinco harmless from and against any Loss to which Spinco may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by Parent of Parent Services to Spinco where such Losses resulted from Parent's gross negligence, willful misconduct or material breach of its obligations pursuant to this Agreement. (b) Spinco agrees to indemnify, defend and hold Parent harmless from and against any Loss to which Parent may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by Spinco of Spinco Services to Parent where such Losses resulted from Spinco's gross negligence, willful misconduct or material breach of its obligations pursuant to this Agreement.

Indemnification by Provider. (a) Parent agrees to indemnify, defend and hold Spinco SpinCo harmless from and against any Loss to which Spinco SpinCo may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by Parent of Parent Services to Spinco SpinCo where such Losses resulted from Parent's gross negligence, ’s willful misconduct or material breach of its obligations pursuant to this Agreement. (b) Spinco SpinCo agrees to indemnify, defend and hold Parent harmless from and against any Loss to which Parent may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by Spinco SpinCo of Spinco SpinCo Services to Parent where such Losses resulted from Spinco's gross negligence, SpinCo’s willful misconduct or material breach of its obligations pursuant to this Agreement.