Indemnification by the Provider. The Provider will indemnify, defend, and hold harmless SplitCo and each of its Subsidiaries, Affiliates, officers, directors, employees and agents, successors and assigns (collectively, the “SplitCo Indemnitees”), from and against any and all Actions, judgments, Liabilities (as defined below), losses, costs, damages, or expenses, including reasonable counsel fees, disbursements, and court costs (collectively, “Losses”), that any SplitCo Indemnitee may suffer arising from or out of, or relating to, (a) any material breach by the Provider of its obligations under this Agreement, or (b) the gross negligence, willful misconduct, fraud, or bad faith of the Provider in connection with the performance of any provision of this Agreement, in each case except to the extent such Losses (i) are fully covered by insurance maintained by SplitCo or such other SplitCo Indemnitee or (ii) are payable by SplitCo pursuant to Section 7.11.
Indemnification by the Provider. The Provider will indemnify, defend, and hold harmless the Corporation and each of its officers, directors, employees and agents, successors and assigns (collectively, the "Corporation Indemnitees"), from and against any and all claims, judgments, liabilities, losses, costs, damages, or expenses, including reasonable counsel fees, disbursements, and court costs ("Losses"), that any Corporation Indemnitee may suffer arising from or out of, or relating to, (a) any breach by the Provider of its obligations under this Agreement or (b) the gross negligence, willful misconduct, fraud, or bad faith of the Provider in performing its obligations under this Agreement.
Indemnification by the Provider. Following the consummation by PHPC of the Partnering Transaction, the Provider will indemnify, defend, and hold harmless PHPC and each of its Subsidiaries and each of their respective officers, directors, employees, agents, successors and assigns (collectively, the “PHPC Indemnitees”), from and against any and all judgments, Liabilities, losses, costs, damages, or expenses, including reasonable attorney’s fees, disbursements, and costs (collectively, “Losses”), incurred in connection with any Action brought by a third party (a “Third-Party Claim”) (including but not limited to defending or avoiding any such Action) arising from or out of, or relating to the gross negligence, willful misconduct, fraud, or bad faith of the Provider in connection with the performance of any provision of this Agreement (the “Provider Indemnification Matter”); provided, that notwithstanding the foregoing or any other provisions of this Agreement, at any time during the Term, the Provider shall not be liable, responsible or accountable to the PHPC Indemnitees for any Losses incurred by the PHPC Indemnitees for any act or omission by the Provider unless such conduct constitutes gross negligence, willful misconduct, fraud, or bad faith of the Provider.
Indemnification by the Provider. Subject to the terms of Article VIII and this Article IX, from and after the Distribution Date.
(a) AdvanSix in its capacity as a Provider and on behalf of each member of its Group in its capacity as a Provider, shall indemnify, defend and hold harmless the Honeywell Indemnitees from and against any and all Liabilities arising from or in connection with the willful misconduct or gross negligence of AdvanSix or any member of its Group, in their capacity as a Provider, in connection with the provision of the Services.
(b) Honeywell in its capacity as a Provider and on behalf of each member of its Group in its capacity as a Provider, shall indemnify, defend and hold harmless the AdvanSix Indemnitees from and against any and all Liabilities arising from or in connection with the willful misconduct or gross negligence of Honeywell or any member of its Group, in their capacity as a Provider, in connection with the provision of the Services.
Indemnification by the Provider. The Provider will indemnify, defend, and hold harmless Splitco and each of its Subsidiaries and their respective officers, directors, employees and agents, successors and assigns (collectively, the “Splitco Indemnitees”), from and against any and all Actions, judgments, Liabilities, losses, costs, damages, or expenses, including reasonable counsel fees, disbursements, and court costs (collectively, “Losses”), that any Splitco Indemnitee may suffer arising from or out of, or relating to, (a) any material breach by the Provider of its obligations under this Agreement, or (b) the gross negligence, willful misconduct, fraud, or bad faith of the Provider in connection with the performance of any provision of this Agreement except to the extent such Losses (i) are fully covered by insurance maintained by Splitco or such other Splitco Indemnitee or (ii) are payable by Splitco pursuant to Section 7.11.
Indemnification by the Provider. Subject to Sections 10.1 and 10.2 hereof, the Provider hereby agrees to indemnify and hold harmless the Company, and its officers, directors, managers, members, partners, stockholders, employees, agents and subcontractors, to the fullest extent lawful, from and against Losses and Expenses incurred by the Company to the extent arising out of or relating to the Provider's gross negligence or willful misconduct in the provision of the Services hereunder; provided, however, that the Provider shall have no obligation to indemnify and hold harmless the Company in respect of Losses or Expenses to the extent arising out of the gross negligence or willful misconduct of the Company.
Indemnification by the Provider. The Provider will indemnify, defend, and hold harmless CH Parent and each of its Subsidiaries, Affiliates, officers, directors, employees and agents, successors and assigns (collectively, the “CH Parent Indemnitees”), from and against any and all Actions, judgments, Liabilities, losses, costs, damages, or expenses, including reasonable counsel fees, disbursements, and court costs (collectively, “Losses”), that any CH Parent Indemnitee may suffer arising from or out of, or relating to, (a) any material breach by the Provider of its obligations under this Agreement, or (b) the gross negligence, willful misconduct, fraud, or bad faith of the Provider in connection with the performance of any provision of this Agreement except to the extent such Losses (i) are fully covered by insurance maintained by CH Parent or such other CH Parent Indemnitee or (ii) are payable by CH Parent pursuant to Section 7.11.
Indemnification by the Provider. The Provider will indemnify, defend, and hold harmless TripCo and each of its Subsidiaries, Affiliates, officers, directors, employees and agents, successors and assigns (collectively, the “TripCo Indemnitees”), from and against any and all Actions, judgments, Liabilities, losses, costs, damages, or expenses, including reasonable counsel fees, disbursements, and court costs (collectively, “Losses”), that any TripCo Indemnitee may suffer arising from or out of, or relating to, (a) any material breach by the Provider of its obligations under this Agreement, or (b) the gross negligence, willful misconduct, fraud, or bad faith of the Provider in connection with the performance of any provision of this Agreement except to the extent such Losses (i) are fully covered by insurance maintained by TripCo or such other TripCo Indemnitee or (ii) are payable by TripCo pursuant to Section 7.11. Indemnification by TripCo . TripCo will indemnify, defend, and hold harmless the Provider and its Subsidiaries, Affiliates, officers, directors, employees and agents, successors and assigns (collectively, the “Provider Indemnitees”), from and against any and all Losses that any Provider Indemnitee may suffer arising from or out of, or relating to (a) any material breach by TripCo of its obligations under this Agreement, or (b) any acts or omissions of the Provider in providing the Services pursuant to this Agreement (except to the extent such Losses (i) arise from or relate to any material breach by the Provider of its obligations under this Agreement, (ii) are attributable to the gross negligence, willful misconduct, fraud, or bad faith of the Provider or any other Provider Indemnitee seeking indemnification under this Section 6.2, (iii) are fully covered by insurance maintained by the Provider or such other Provider Indemnitee, or (iv) are payable by the Provider pursuant to Section 7.11). Indemnification Procedures .
Indemnification by the Provider. The Provider will indemnify, defend, and hold harmless Liberty and each of its Subsidiaries, Affiliates, officers, directors, employees and agents, successors and assigns (collectively, the “Liberty Indemnitees”), from and against any and all Actions, judgments, Liabilities, losses, costs, damages, or expenses, including reasonable counsel fees, disbursements, and court costs (collectively, “Losses”), that any Liberty Indemnitee may suffer arising from or out of, or relating to, (a) any material breach by the Provider of its obligations under this Agreement, or (b) the gross negligence, willful misconduct, fraud, or bad faith of the Provider.
Indemnification by the Provider. The Provider will indemnify, defend, and hold harmless LMC and each of its Subsidiaries, Affiliates, officers, directors, employees and agents, successors and assigns (collectively, the “Corporation Indemnitees”), from and against any and all Actions, judgments, Liabilities, losses, costs, damages, or expenses, including reasonable counsel fees, disbursements, and court costs (collectively, “Losses”), that any Corporation Indemnitee may suffer arising from or out of, or relating to, (a) any material breach by the Provider of its obligations under this Agreement, or (b) the gross negligence, willful misconduct, fraud, or bad faith of the Provider or any Employee providing Services hereunder to LMC.
