Common use of Indemnification by Subscriber Clause in Contracts

Indemnification by Subscriber. Subscriber agrees to indemnify, hold harmless, protect and defend NovaCare, its subsidiaries and affiliates and each of their officers, directors, agents, attorneys and employees from any claims, expenses (including court costs and attorneys' fees), damages and liabilities (including severance payments to Worksite Employees) (collectively hereinafter referred to as "Damages"), from claims, actions, suits, judgments or settlements arising out of negligence, malpractice, tortious conduct, violation of any statute, law, or regulation, criminal or dishonest activity by any Worksite Employee, product liability related to products manufactured or distributed by Subscriber, Subscriber's breach of any of its obligations or warranties under this Agreement, or any action by Subscriber or its agents which may result in a violation of any law or regulation, including, but not limited to, Damages allegedly arising out of an Adverse Action or out of worksite conditions or actions of any kind. If such indemnification is for any reason not available or insufficient to hold NovaCare harmless, Subscriber agrees to contribute to the losses involved in such proportion as is appropriate to reflect the relative benefits received (or anticipated to be received) by Subscriber and by NovaCare with respect to the matters contemplated by this Agreement or, if such allocation is judicially determined to be unavailable, in such proportion as is appropriate to reflect not only such relative benefits, but also other equitable considerations such as the relative fault of Subscriber, on the one hand, and of NovaCare, on the other hand; provided, however, that Subscriber shall be responsible for all losses which in the aggregate are in excess of the amount of all Fixed Fees (as adjusted) received by NovaCare from Subscriber in connection with the services to be provided hereunder during the term of this Agreement. NovaCare shall give Subscriber prompt written notice of any claim for which indemnification will be sought hereunder, shall cooperate in the investigation and defense of any such claim and shall not settle or compromise any such claim without the approval of Subscriber unless Subscriber fails to provide evidence of ability to pay a judgment in excess of the proposed settlement amount.

Indemnification by Subscriber. Subscriber agrees to indemnify, hold harmless, protect and defend NovaCare, its subsidiaries and affiliates and each of their officers, directors, agents, attorneys and employees from any claims, expenses (including court costs and attorneys' fees), damages and liabilities (including severance payments to Worksite Employees) (collectively hereinafter referred to as "Damages"), from claims, actions, suits, judgments or settlements arising out of negligence, malpractice, tortious conduct, violation of any statute, law, or regulation, criminal or dishonest activity by any Worksite Employee, product liability related to products manufactured or distributed by Subscriber, Subscriber's breach of any of its obligations or warranties under this Agreement, or any action by Subscriber or its agents which may result in a violation of any law or regulation, including, but not limited to, Damages allegedly arising out of an Adverse Action or out of worksite conditions or actions of any kind. If such indemnification is for any reason not available or insufficient to hold NovaCare harmless, Subscriber agrees to contribute to the losses involved in such proportion as is appropriate to reflect the relative benefits received (or anticipated to be received) by Subscriber and by NovaCare with respect to the matters contemplated by this Agreement or, if such allocation is judicially determined to be unavailable, in such proportion as is appropriate to reflect not only such relative benefits, but also other equitable considerations such as the relative fault of Subscriber, on the one hand, and of NovaCare, on the other hand; provided, however, that Subscriber shall be responsible for all losses which in the aggregate are in excess of the amount of all Fixed Fees (as adjusted) fees actually received by NovaCare from Subscriber in connection with the services to be provided hereunder during the term of this Agreementhereunder. NovaCare shall give Subscriber prompt written notice of any claim for which indemnification will be sought hereunder, shall cooperate in the investigation and defense of any such claim and shall not settle or compromise any such claim without the approval of Subscriber unless Subscriber fails to provide evidence of ability to pay a judgment in excess of the proposed settlement amount.