INDEMNIFICATION BY UNITED. United hereby assumes liability for and agrees to indemnify, release, defend, protect, save and hold Contractor and its officers, directors, agents and employees harmless from and against any and all liabilities, damages, expenses, losses, claims, demands, suits, fines or judgments, including but not limited to, attorneys’ and witnesses’ fees, costs and expenses incident thereto, which may be suffered by, accrue against, be charged to or be recovered from Contractor or its officers, directors, employees or agents, by reason of any injuries to or deaths of persons, except for injury or death of Contractor’s employees, or the loss of, damage to or destruction of property, including the loss of use thereof, arising out of, in connection with or in any way related to any act, error, omission, operation, performance or failure of performance of United or its officers, directors, employees or agents regardless of any negligence either active, passive or otherwise on the part of Contractor or its officers, directors, employees, or agents (but excluding the reckless or willful misconduct, or gross negligence, of Contractor or its officers, directors, employees or agents), which is in any way related to the services of United contemplated by or provided pursuant to this Agreement. Contractor will give United prompt and timely notice of any claim made or suit instituted against Contractor which in any way results in indemnification hereunder, and United will have the right to compromise or participate in the defense of same to the extent of its own interest.
INDEMNIFICATION BY UNITED. United shall be solely responsible for and agrees to defend, indemnify, and hold harmless Administrator and its Affiliates, shareholders, directors, officers, employees, and agents from and against any and all claims, causes of action, obligations, liability, liens, indebtedness, debts, judgments, damages (of every kind and nature), losses, costs, expenses, and fees (including reasonable attorneys’ fees), arising from or related to the breach of or default under any representation, warranty, covenant, condition, or promise made by United in this Agreement.
INDEMNIFICATION BY UNITED. 41 D. CONTRACTOR'S SUPPLIES LIABILITY......................... 41
INDEMNIFICATION BY UNITED. UNITED hereby agrees to indemnify and hold harmless, PROCESSOR, and its employees, agents and shareholders from and against any claims, losses or liabilities arising out of, or resulting from, the actions or omissions of UNITED, its employees or agents with respect to the Product, from and after the time risk of loss of PROCESSOR’s Product transfers.
INDEMNIFICATION BY UNITED. United shall, at its own expense, defend, hold harmless and indemnify AARP, AARP Trust and each of their respective parents, subsidiaries, affiliates, officers, directors, trustees, employees, members, independent contractors and agents (provided they are acting in the course of their duties with respect to the foregoing) (each an "AARP Indemnified Party") from and against any claims, damages (including consequential and punitive damages), judgments, awards, settlements (consented to by United), costs and expenses (including reasonable fees and expenses of counsel, subject to the procedures and limitations contained in Sections 13.3 and 13.4 hereof), arising, directly or indirectly, from (i) the misuse by United or any of its parents, subsidiaries, affiliates, officers, directors, employees or agents of information provided by AARP or AARP Trust to United, including but not limited to information concerning AARP members and marketing and advertising materials concerning the SHIP, (ii) the breach, negligence or willful misconduct by United with respect to its obligations under this Agreement and the other Contract Documents or under any Associated Agreement to which United is a party, (iii) United's subcontracting any part 76
INDEMNIFICATION BY UNITED. United shall defend, hold harmless and indemnify Healtheon, its officers, directors, agents and employees, from any and all claims by third parties that arise out of United's willful misconduct or negligent acts or omissions in the discharge of United's responsibilities under this Agreement. United shall defend, hold harmless and indemnify Healtheon, its officers, directors, agents and employees, from any and all claims by United's personnel for any compensation or benefits, and claims by third parties that arise from a breach by United of any agreement with any third party that relates to the services herein.
INDEMNIFICATION BY UNITED. On demand, United shall indemnify, ------------------------- defend and hold harmless STL and each corporation, partner, shareholder, officer, director, affiliate, subsidiary, parent, joint venturer, agent, employee, representative, successor and assign of STL from and against all Losses to the extent that such Losses result from or arise, directly or indirectly, out of any act or omission of United, or United's agents, employees, manufacturers, designers, directors and officers, in connection with this Agreement, or the services provided by United under this Agreement.
INDEMNIFICATION BY UNITED. United shall indemnify and hold each of the Shareholders and the Principals harmless from and against the entirety of all Adverse Consequences arising out of or resulting from any claim by any broker or finder engaged by either of the United Companies for commissions or other amounts on account of any of the transactions described in this Agreement.
INDEMNIFICATION BY UNITED. Subject to the provisions for waiver of subrogation rights and the releases associated therewith, United agrees to indemnify and hold Purchaser harmless from any and all claims with respect to bodily injury or property damage arising from United's occupancy of the Reserved Space during the Reserved Term, but only to the extent caused by United's negligence or the negligence of any of its agents or employees.
INDEMNIFICATION BY UNITED. UNITED hereby agrees to indemnify and hold harmless, MDFC and its employees, agents and shareholders, from and against any claims, losses or liabilities arising out of, or resulting from, the actions or omissions of UNITED, its employees or agents with respect to the Product, from and after the time risk of loss of MDFC’s Product transfers.
