Indemnification by Recipient. Each Party as Recipient shall indemnify, defend, save and hold harmless the Providers and any of their personnel, successors and assigns (collectively, the “Provider Indemnified Parties”), from and against any and all losses, damages, liabilities, claims, costs and expenses (collectively, “Losses”) to the extent resulting from or arising out of any third party claim to the extent resulting from or arising out of the subject matter of this Agreement or any operations or activities of the Recipient affected by the Services provided to it, including the use of (or inability to use) the Services, except to the extent resulting from or arising out of the Provider’s gross negligence or intentional misconduct in the provision of Services by the Provider hereunder.
Indemnification by Recipient. Notwithstanding Section 9.1, Recipient shall indemnify, defend and hold harmless Supplier’s Indemnified Persons from and against any Damages resulting from any Third Party Claim to the extent caused by, resulting from or in connection with (i) any of the Products supplied by or on behalf of Supplier hereunder, (ii) the transactions contemplated by this Agreement or (iii) Supplier’s actions or inactions in connection with any such Products or transactions, provided, however, that Recipient shall not be responsible for any Damages of Supplier’s Indemnified Persons to the extent that such Damages are caused by, result from or arise out of or in connection with the Supplier’s or any of its Affiliates’ gross negligence or willful misconduct in performing its obligations under this Agreement.
Indemnification by Recipient. Recipient shall indemnify, defend and hold harmless Provider, its Affiliates and Representatives, and each of the successors and assigns of any of the foregoing (collectively, the “Provider Indemnitees”) from and against any and all Third Party Claims (as defined below) relating to, arising out of or resulting from (a) the provision of the Transition Services by Provider or its designees in accordance with the terms of this Agreement or (b) any other breach of this Agreement by Recipient, in each case, except to the extent the Third Party Claims arise out of any breach by Provider of this Agreement or the gross negligence or willful misconduct of Provider in providing Transition Services hereunder. Provider shall take all commercially reasonable steps to mitigate any such claims upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the cause which gives rise to such claim.
Indemnification by Recipient. Recipient shall defend, indemnify and hold harmless Service Provider (and each of its Affiliates and Representatives) from and against any and all liabilities, losses, claims, damages, assessments, fines, penalties, costs and expenses of any nature, including reasonable attorneys’, accountants’, investigators’ and experts’ fees and expenses (collectively, “Adverse Consequences”), incurred or suffered by it in connection with (a) Service Provider’s, or its Affiliate’s, rendering of Services pursuant to this Agreement, except to the extent of Service Provider’s, or its Affiliate’s, negligence or willful misconduct, and (b) the breach of any covenant or agreement made by Recipient under or in connection with this Agreement. No claim for indemnification under this Section 5.02 may be brought after the one (1) year anniversary of the termination or expiration of the last Service provided hereunder. Recipient’s maximum liability for any action, regardless of the form of action, whether in tort or contract, arising under this Agreement, will be limited to the aggregate amount paid by Recipient for Services hereunder.
Indemnification by Recipient. Recipient shall defend, indemnify and hold harmless Service Provider (and each of its Affiliates and Representatives) from and against any and all liabilities, losses, claims, damages, assessments, fines, penalties, costs and expenses of any nature, including reasonable attorneys’, accountants’, investigators’ and experts’ fees and expenses (collectively, “Adverse Consequences”), incurred or suffered by it in connection with (a) Service Provider’s, or its Affiliate’s, rendering of Services pursuant to this Agreement, except to the extent of Service Provider’s, or its Affiliate’s, negligence or willful misconduct, and (b) the material breach of any covenant or agreement made by Recipient under or in connection with this Agreement. Except with respect to an Initial Services Indemnification Matter, no claim for indemnification under this Section 5.02 may be brought after the one (1) year anniversary of the termination or expiration of the last Service provided to which such claim for indemnification relates, and Recipient’s maximum liability for any action, regardless of the form of action, whether in tort or contract, arising under this Agreement, will be limited to the aggregate amount paid by Recipient for Services hereunder. If a claim for indemnification by Watermark relates to Services provided during the first 30 days after the Effective Date by employees of Watermark who are not also employees of CWI 2 (an “Initial Services Indemnification Matter”), CWI 2 shall indemnify Watermark for such claim to the same extent as CWI 2 would have been obligated to indemnify Watermark pursuant to the terms of the Indemnification Agreement, dated as of February 9, 2015, between CWI 2 and CWA 2, LLC had such claim been subject to that Indemnification Agreement.
Indemnification by Recipient. Recipient shall indemnify and defend Provider, its Affiliates, and its and their respective Representatives, successors and assigns (each, a “Provider Indemnified Party”) from and against any and all Losses incurred or suffered by any Provider Indemnified Party arising out of, in connection with or relating to the willful misfeasance, bad faith or gross negligence of Recipient, its Affiliates or any of its or their respective Representatives resulting from the receipt or use of any Service.
Indemnification by Recipient. Each Party as Recipient hereby agrees to release, discharge, defend, indemnify and hold Provider and its Affiliates, and its and their respective shareholders, directors, officers, employees, representatives, and agents (the “Provider Indemnitees”) harmless from and against any and all Claims suffered or incurred by a Provider Indemnitee arising from Recipient’s (i) material breach of this Agreement, (ii) violation of Law, (iii) breach of Article 9, or (iv) willful misconduct, gross negligence or fraud in connection with this Agreement.
Indemnification by Recipient. (a) 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 Parent of Parent Services, other than Losses resulting from Parent’s willful misconduct or material breach of its obligations pursuant to this Agreement. Notwithstanding any provision in this Agreement to the contrary, SpinCo shall not be liable under this Section 5.1 for any consequential, special or punitive damages (including lost profits), except to the extent that such consequential, special or punitive damages relate to a Loss resulting from a Third-Party Claim (as defined in the Distribution Agreement).
(b) 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 SpinCo of SpinCo Services, other than Losses resulting from SpinCo’s willful misconduct or material breach of its obligations pursuant to this Agreement. Notwithstanding any provision in this Agreement to the contrary, Parent shall not be liable under this Section 5.1 for any consequential, special or punitive damages (including lost profits), except to the extent that such consequential, special or punitive damages relate to a Loss resulting from a Third-Party Claim (as defined in the Distribution Agreement).
Indemnification by Recipient. Recipient shall indemnify and hold harmless Provider, its Affiliates and their respective Representatives from and against all Losses (including in respect of any third party claim) arising out of, relating to or in connection with:
(a) any act or omission of Provider, its Affiliates or any of their respective Representatives in the performance of the Business Administration Services or of any duty, obligation or service under this Agreement (other than any Losses for which Provider has indemnified Recipient pursuant to Section 7.2); and
(b) any breach of any obligation of Recipient under this Agreement.
Indemnification by Recipient. Recipient shall indemnify, defend and hold harmless Provider and its officers, directors, employees, consultants, representatives, and agents (collectively, the “Provider Indemnitees”), from any and all losses, injuries, xxxxx, costs or expenses, including without limitation, reasonable attorney’s fees (collectively, “Losses”), incurred by any Provider Indemnitee in connection with any claim, suit or action brought by a third party arising from (a) the negligence, recklessness or willful misconduct of any Recipient Indemnitee (as defined in Section 7.2) or (b) the breach by Recipient of any its obligations, warranties, or representations under this Agreement, except in each case to the extent that such Losses arise from (i) the negligence, recklessness or willful misconduct of any Provider Indemnitee or (ii) Provider’s breach of its obligations, warranties, or representations under this Agreement.
