Indemnification by Service Company. Service Company hereby agrees to indemnify, defend and hold harmless Company, their respective officers, directors, shareholders, employees and agents from and against any and all claims, damages, demands, diminution in value, losses, liabilities, actions, lawsuits and other proceedings, judgments, fines, assessments, penalties, and awards, and costs and expenses (including reasonable attorneys’ fees), whether or not covered by insurance, arising from or relating to (a) any material breach of this Agreement by Service Company, (b) any acts or omissions by Service Company and its employees to the extent that such is not paid or covered by the proceeds of insurance. The provisions of this Section shall survive termination or expiration of this Agreement. Notwithstanding the foregoing, Service Company shall not indemnify Provider for the acts or omissions of any individuals employed or engaged by Company. Service Company shall immediately notify Company of any lawsuits or actions, or any threat thereof, that are known or become known to Service Company that might adversely affect any interest of Service Company or Company whatsoever.
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Samples: Services Agreement (Wolverine Partners Corp.), Services Agreement (Wolverine Partners Corp.), Services Agreement (Wolverine Partners Corp.)
Indemnification by Service Company. Service Company hereby agrees to indemnify, defend and hold harmless Company, their respective officers, directors, shareholders, employees and agents from and against any and all claims, damages, ,demands, diminution in value, losses, liabilities, actions, lawsuits and other proceedings, judgments, fines, assessments, penalties, and awards, and costs and expenses (including reasonable attorneys’ fees), whether or not covered by insurance, arising from or relating to (a) any material breach of this Agreement by Service Company, (b) any acts or omissions by Service Company and its employees to the extent that such is not paid or covered by the proceeds of insurance. The provisions of this Section shall survive termination or expiration of this Agreement. Notwithstanding the foregoing, Service Company shall not indemnify Provider for the acts or omissions of any individuals employed or engaged by Company. Service Company shall immediately notify Company of any lawsuits or actions, or any threat thereof, that are known or become known to Service Company that might adversely affect any interest of Service Company or Company whatsoever.
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