Indemnification by SRC Sample Clauses
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Indemnification by SRC. SRC will at its sole cost defend, indemnify, and hold harmless LE and its Affiliates, and their respective Representatives (“LE Indemnified Parties”); against any and all costs, liabilities, losses, penalties, expenses and damages (including reasonable attorneys’ fees, disbursements and costs of investigation and cooperation) of every kind and nature incurred by any of the LE Indemnified Parties arising from all allegations (including false, fraudulent or groundless allegations) in any claim, action, lawsuit or proceeding between any SRC Indemnified Party and any third party, arising out of or relating to any of the following (collectively, the “SRC Defended Claims”) (i) bodily injury or death of any person or damage to real and/or tangible personal property directly caused by the negligence or willful misconduct of SRC or its Affiliates during the performance of the Services, or (ii) the intentional infringement of any copyright or trade secret by an Asset owned by SRC or its Affiliates and used by SRC in the performance of the Services (together, “SRC Defended Claims”). Notwithstanding the obligations set forth above in this Section 11.2, SRC will not defend, indemnify or hold harmless LE, its Affiliates, or their respective Representatives to the extent that such SRC Claims are found by a final judgment or opinion of an arbitrator or a court of appropriate jurisdiction to be caused by: (a) a breach of any provision of this Agreement by LE; (b) any negligent act or omission, or willful misconduct of LE, its Affiliates, or their respective Representatives in performance of this Agreement; or (c) with respect to infringement claims: (I) LE’s use of the Asset in combination with any product or information not provided by SRC; (II) LE’s distribution, marketing or use for the benefit of third parties of the Asset; (III) LE’s use of the Asset other than as contemplated by this Agreement; or (IV) information, direction, specification or materials provided by or on behalf of LE. LE Claims and SRC Claims are each individually referred to as a “Claim.”
Indemnification by SRC. Except as provided in Section 9.4 and Section 9.5, SRC shall, and, in the case of Section 9.3(a) or Section 9.3(b), shall in addition cause each Appropriate Member of the SRC Group to, indemnify, defend and hold harmless the SMTA Indemnitees from and against any and all Losses of the SMTA Indemnitees relating to, arising out of or resulting from any of the following (without duplication):
(a) any SRC Liability, including the failure of any member of the SRC Group or any other Person to pay, perform or otherwise promptly discharge any SRC Liabilities in accordance with their respective terms, whether prior to, at or after the Effective Time;
(b) any breach by any member of the SRC Group of any provision of this Agreement or of any of the Ancillary Agreements, subject to any limitations of liability provisions and other provisions applicable to any such breach set forth therein; and
(c) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, solely with respect to information contained in the Registration Statement or the Information Statement that relates solely to the SRC Assets;
Indemnification by SRC. Except as provided in Section 9.4 and Section 9.5, SRC shall, and, in the case of Section 9.3(a) or Section 9.3(b), shall in addition cause each Appropriate Member of the SRC Group to, indemnify, defend and hold harmless the SMTA Indemnitees from and against any and all Losses of the SMTA Indemnitees relating to, arising out of or resulting from any of the following (without duplication):
(a) any SRC Liability, including the failure of any member of the SRC Group or any other Person to pay, perform or otherwise promptly discharge any SRC Liabilities in accordance with their respective terms, whether prior to, at or after the Effective Time;
(b) any breach by any member of the SRC Group of any provision of this Agreement or of any of the Ancillary Agreements, subject to any limitations of liability provisions and other provisions applicable to any such breach set forth therein; and
(c) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, solely with respect to information contained in the Registration Statement or the Information Statement that relates solely to the SRC Assets; in each case, regardless of when or where the loss, claim, accident, occurrence, event or happening giving rise to the Loss took place, or whether any such loss, claim, accident, occurrence, event or happening is known or unknown, or reported or unreported and regardless of whether such loss, claim, accident, occurrence, event or happening giving rise to the Loss existed prior to, on or after the Distribution Date or relates to, arises out of or results from actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to, on or after the Distribution Date; provided, however, that no member of the SRC Group shall have any obligation under this Article IX to indemnify any member of the SMTA Group against any Losses to the extent that such Losses arise by virtue of a breach of this Agreement by