Indemnification by VCS Sample Clauses
Indemnification by VCS. VCS shall indemnify and hold CLIENT, its Affiliates, officers, directors, agents, representatives and employees (collectively, “CLIENT Representatives”) harmless from and defend against any and all liabilities, losses, proceedings, actions, damages, claims or expenses of any kind, including costs and reasonable attorneys’ fees (collectively, “Losses”), in respect to a claim brought against any Client Representative by a Person other than VCS which results or arises from or is caused by (i) any negligent or willful acts or omissions by VCS or any of its Affiliates, officers, directors, employees, agents or representatives (collectively, “VCS Representatives”) in connection with the Services, (ii) any acts or omissions by any VCS Representatives outside the scope of this Agreement, (iii) any breach of this Agreement by VCS or any VCS Representative in connection with the representations, duties and obligations of VCS under this Agreement, (iv) any claim that any member of the VCS Field Force is an employee of CLIENT; and (v) any employment-related claim, liability or obligation to any member of the VCS Field Force arising out of or in connection with the activities contemplated by this Agreement or the Services provided hereunder. The indemnity obligation set forth in this Section 10.1 shall not apply to the extent CLIENT has an obligation to indemnify VCS in respect to such matter under Section 10.2.
Indemnification by VCS. VCS agrees to indemnify and hold harmless the Company, the Trust, and each Portfolio and each of their respective trustees, officers, employees and agents (each an "Indemnified Party," or collectively, the "Indemnified Parties" for purposes of this Section 8.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of VCS) or expenses (including reasonable counsel fees) to which any Indemnified Party may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Shares and arise out of or result from any material breach of any representation and/or warranty made by VCS in this Agreement or arise out of or result from any other material breach of this Agreement by VCS, as limited by and in accordance with the provisions of this Article VIII.
Indemnification by VCS. VCS shall be solely responsible, solely liable and shall indemnify, defend and hold CLIENT Representatives (as defined in Article X below) harmless for all claims, personal injury and/or property damages arising from use by VCS Field Force members or by any third party authorized by VCS Representatives, of (1) each Assigned Vehicle during the period commencing as of the date that such Assigned Vehicle is assigned to VCS; and (2) each Leased Vehicle, provided, that this Section 3.3(a) shall not obligate VCS to indemnify CLIENT for any portion of Losses for which CLIENT is required to indemnify VCS pursuant to Section 10.2. For the avoidance of doubt, any indemnification under this Section 3.3(e) shall be made in accordance with the provisions of Section 10.3 of this Agreement. The indemnification obligations of VCS under this Section 3.3(e) shall be in addition to VCS’ indemnification obligations pursuant to Article X.
Indemnification by VCS. VCS shall be solely responsible, solely liable and shall indemnify, defend and hold CLIENT Representatives (as defined in Article X below) harmless for all claims, personal injury and/or property damages arising from use by VCS Field Force members or by any third party authorized by VCS Representatives, of (1) each Assigned Vehicle during the period commencing as of the date that such Assigned Vehicle is assigned to VCS; and (2) each Leased Vehicle. For the avoidance of doubt, any indemnification under this Section 3.3(b)(ii) shall be made in accordance with the provisions of Section 10.3 of this Agreement. The indemnification obligations of VCS under this Section 3.3(b)(ii) shall be in addition to VCS’ indemnification obligations pursuant to Article X.