Indemnification Definitions. The following definitions apply unless modified on the Cover Page.
Indemnification Definitions. For the purposes of this Section 10, the following terms shall have the following meanings:
Indemnification Definitions. As used in subsections "a" and "c" of this section--“Charges” means claims, judgments, costs, damages, losses, demands, liabilities, duties, obligations, fines, penalties, royalties, settlements (as long as Company has the sole authority to direct the defense of and settle the indemnified claim/s), and expenses (included without limitation within “Charges” are (1) interest and reasonable attorneys' fees assessed as part of any such item, and (2) amounts for alleged violations by Company or the Company’s subcontractors or anyone directly or indirectly employed by any of them of pollution, or other environmental laws, regulations, ordinances, rules, or orders that arise out of the handling, transportation, deposit, or delivery by Company or the Company’s subcontractors or anyone directly or indirectly employed by any of them of the items that are the subject of this contract). "Indemnitees" means City and its officers, officials, independent contractors, agents, and employees, and does not include Company.
Indemnification Definitions. “Claim” means, as applicable, any IP Claim and any Customer Indemnifiable Claim. “Indemnitor” means a party that is required to provide indemnification pursuant to these Standard Terms. “Indemnitee” means a party seeking indemnification pursuant to these Standard Terms and includes Customer Indemnitees and CENTEGIX Indemnitees.
Indemnification Definitions. (a) For purposes of this Agreement, "
Indemnification Definitions. For the purpose of this Article 11:
Indemnification Definitions. The Party providing indemnification is the “Indemnifying Party,” the Party receiving the indemnification (and each of its parents, subsidiaries, Subsidiaries, officers, directors, partners, employees, agents, and representatives and each of their permitted successors and assigns) is the “Protected Party.” “Claim” means direct and provable costs, expenses, penalties, fines, and other judgments (at equity or at law) and damages (including, without limitation, amounts paid in settlement, costs of investigation, and reasonable attorneys’ fees and expenses). “Covered Damages” are Claims arising from third party allegations arising out of or relating to Indemnifying Party’s breach of any representation, warranty, covenant, agreement, or undertaking in this Agreement, or a violation of law. Covered Damages for each Party does not include any Claims arising from such Party’s own violation of law or bad faith failure to perform its obligations under this Agreement.
