INDEMNIFICATION; LIMIT ON LIABILITY Sample Clauses

INDEMNIFICATION; LIMIT ON LIABILITY. 14.1 Carrier shall indemnify and hold Member, Servicer and any Association Obligor harmless from and against any and all claims, losses, liability, costs, damages, and expenses on account of or arising out of claims, complaints, disputes, settlement, litigation, arbitration, governmental inquiry or other proceeding pertaining or alleged to pertain thereto and instituted by (“Claim(s)”) (a) a Cardholder with regard to Travel Costs or Transactions, and any and all disputes between Carrier and any Cardholder arising out of the common carrier passenger relationship, other than as a result of Member or Servicer’s failure to comply with this Agreement or the Operating Regulations, where such failure is not caused in any part by Carrier or its Agents, or (b) any Person with regard to any breach by Carrier of this Agreement, the Operating Regulations or any applicable laws and regulations. 14.2 Any Party seeking indemnification from Carrier will promptly notify Carrier of any such third-party claim and allow Carrier the right to assume the defense of any such claim and have sole control over the litigation of such claim (but must obtain Member’s or Servicer’s consent prior to any settlement, which consent shall not be unreasonably withheld). Neither Member nor Servicer will settle any such claim without Carrier’s written consent. Carrier must assist in the collection of information, preparation, negotiation, settlement (if applicable), and the defense of any such claim. Nothing herein shall limit Member’s or Servicer’s right of Chargeback as defined in Section 8 of the Agreement. 14.3 Each of Member and Servicer shall indemnify and hold Carrier harmless from and against any and all claims, losses, liability, costs, damages and expenses of any Person (other than Carrier) on account of or arising out of any claims, complaints, disputes, settlement, litigation, arbitration, governmental inquiry or other proceeding instituted by such Person and alleging or arising from Member or Servicer’s failure to comply with this Agreement, the Operating Regulations or applicable law, where such failure is not caused in any part by Carrier or its Agents. Except as otherwise provided in any separate indemnification agreements between Member and Servicer, the indemnifying party shall be liable only for its own such acts or omissions. Carrier will promptly notify Member and Servicer of any such third-party claim against Member or Servicer and allow Member or Servicer the right to ass...