Common use of Indemnification by the Provider Clause in Contracts

Indemnification by the Provider. Following the consummation by LMAC of the Initial Business Combination, the Provider will indemnify, defend, and hold harmless LMAC and each of its Subsidiaries, officers, directors, employees and agents, successors and assigns (collectively, the “LMAC 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 LMAC Indemnitees for any Losses incurred by the LMAC 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. Following the consummation by LMAC PHPC of the Initial Business CombinationPartnering Transaction, the Provider will indemnify, defend, and hold harmless LMAC PHPC and each of its Subsidiaries, Subsidiaries and each of their respective officers, directors, employees and employees, agents, successors and assigns (collectively, the “LMAC 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 LMAC PHPC Indemnitees for any Losses incurred by the LMAC 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.