Common use of Indemnification of Each Provider by the Relevant Recipient Clause in Contracts

Indemnification of Each Provider by the Relevant Recipient. Subject to the limitations set forth in Section 5.04 and the other provisions of this Agreement, the Company shall, or shall cause the relevant Recipient to, indemnify each AIG Indemnified Person and any other Provider against, and defend and hold each AIG Indemnified Person and any other Provider harmless from, any and all Losses arising from third-party claims imposed on, sustained, incurred or suffered by, or asserted against any AIG Indemnified Person or other Provider to the extent such Losses result from or arise out of: (a) the Company’s (and its Affiliates that are Recipients) material breach of this Agreement or (b) any Services provided or to be provided or access to any Facilities provided or to be provided to the Company (and its Affiliates that are Recipients) by any AIG Indemnified Person or other Provider pursuant to this Agreement, provided that the Company shall not be responsible for any Losses for which an AIG Indemnified Person is required to indemnify the Company and other Company Indemnified Persons pursuant to Section 5.02. Without prejudice to the foregoing, the Company also shall, or shall cause the relevant Recipient to, indemnify each AIG Indemnified Person and any other Provider against, and defend and hold each AIG Indemnified Person and any other Provider harmless from, any and all Losses arising from third-party claims imposed on, sustained, incurred or suffered by, or asserted against any AIG Indemnified Person or other Provider for or in respect of any actions taken, omitted to be taken or suffered to be taken by it pursuant to this Agreement, in good faith and in reliance upon the written opinion of outside counsel or written instructions by or on behalf of the Company or the Company Entities, except to the extent such liability arises from the gross negligence, bad faith or willful misconduct of an AIG Indemnified Person or any other Provider or any of their respective officers, employees, agents, or representatives.

Indemnification of Each Provider by the Relevant Recipient. Subject to the limitations set forth in Section 5.04 and the other provisions of this Agreement, the Company shall, or shall cause the relevant Recipient to, indemnify each AIG Indemnified Person and any other Provider against, and defend and hold each AIG Indemnified Person and any other Provider harmless from, any and all Losses arising from third-party claims imposed on, sustained, incurred or suffered by, or asserted against any AIG Indemnified Person or other Provider to the extent such Losses result from or arise out of: (a) the Company’s 's (and its Affiliates that are Recipients) material breach of this Agreement or (b) any Services provided or to be provided or access to any Facilities provided or to be provided to the Company (and its Affiliates that are Recipients) by any AIG Indemnified Person or other Provider pursuant to this Agreement, provided that the Company shall not be responsible for any Losses for which an AIG Indemnified Person is required to indemnify the Company and other Company Indemnified Persons pursuant to Section 5.02. Without prejudice to the foregoing, the Company also shall, or shall cause the relevant Recipient to, indemnify each AIG Indemnified Person and any other Provider against, and defend and hold each AIG Indemnified Person and any other Provider harmless from, any and all Losses arising from third-party claims imposed on, sustained, incurred or suffered by, or asserted against any AIG Indemnified Person or other Provider for or in respect of any actions taken, omitted to be taken or suffered to be taken by it pursuant to this Agreement, in good faith and in reliance upon the written opinion of outside counsel or written instructions by or on behalf of the Company or the Company Entities, except to the extent such liability arises from the gross negligence, bad faith or willful misconduct of an AIG Indemnified Person or any other Provider or any of their respective officers, employees, agents, or representatives.

Indemnification of Each Provider by the Relevant Recipient. (a) Subject to the limitations set forth in Section 5.04 and the other provisions of this AgreementArticle 6, the Company shall, or each Recipient shall cause the relevant Recipient to, indemnify each AIG Indemnified Person and any other Provider against, and defend and hold harmless each AIG relevant Provider and its Affiliates and Representatives (each, a “Provider Indemnified Person Party”) from and any other Provider harmless from, any and all Losses arising from third-party claims imposed on, sustained, incurred or suffered by, or asserted against any AIG Indemnified Person or other Provider Losses to the extent such owed to third parties, and reimburse each relevant Provider Indemnified Party for all Losses result as they are incurred, whether or not in connection with pending litigation and whether or not any Provider Indemnified Party is a party, arising out of any claim by a third party to the extent caused by, resulting from or arise out of: (a) in connection with any of the Company’s (and its Affiliates that are Recipients) material breach of this Agreement or (b) any Services provided rendered or to be provided rendered by or access to any Facilities provided or to be provided to the Company (and its Affiliates that are Recipients) by any AIG Indemnified Person or other on behalf of such Provider pursuant to this Agreement, the transactions contemplated by this Agreement or such Provider’s actions or inactions in connection with any such Services or transactions; provided that the Company such Recipient shall not be responsible for any Losses of such Provider Indemnified Party to the extent that such Loss is caused by, results from, or arises out of or in connection with: (i) a Provider Indemnified Party’s fraud; (ii) notwithstanding any other term of this Agreement, where the Provider owes a duty of care to the Recipient, the Provider Indemnified Party’s material failure to meet the standard required by that duty of care (it being herein assumed and agreed between the parties that such duty of care exists for which an AIG the purposes of this proviso only); or (iii) the Provider Indemnified Person is required Party’s Wilful Default in each case in solely in relation to indemnify this Agreement; but not where the Company and other Company Provider Indemnified Persons Party would be vicariously liable for any such matter in (i), (ii) or (iii) above as a direct result of the Recipient’s instruction or management of the Dedicated Employees pursuant to Section 5.023.10(a)(i) or the Shared Employees pursuant to Section 3.10(b)(i). Without prejudice For the avoidance of doubt, for the purposes of this Section 6.01, a “third party” shall include any employee of the Recipient, the Provider or their Affiliate or Representative. Save that Losses may not be recouped under this indemnity by a Provider Indemnified Party to the foregoingextent that the Provider Indemnified Party has failed to do any of the following: (i) notify the indemnifying party in writing of the claim and providing all details in relation thereto; (ii) make no admissions or settlements without obtaining the indemnifying party’s prior written consent (such consent not to be unreasonably withheld or delayed); (iii) give the indemnifying party all information and assistance that the indemnifying may reasonably require; (iv) act reasonably to mitigate any Losses; and (v) give the indemnifying party complete control over the investigation or litigation and settlement of any action or claim provided however that the indemnifying party consults with the indemnified party notified in relation to all material developments in relation thereto. As a separate and freestanding obligation, the Company also shallProvider Indemnified Party shall use reasonable endeavours to carry out the actions listed in (1) to (5) above. (b) Except for indemnification obligations under Section 6.01, each Provider Indemnified Party and Recipient agrees that it shall use all reasonable endeavours to mitigate and otherwise minimise its respective Losses, whether direct or shall cause the relevant Recipient indirect, due to, indemnify each AIG resulting from or arising in connection with any failure by a Provider Indemnified Person and Party or Recipient, as applicable, to comply fully with any other Provider against, and defend and hold each AIG Indemnified Person and any other Provider harmless from, any and all Losses arising from third-party claims imposed on, sustained, incurred or suffered by, or asserted against any AIG Indemnified Person or other Provider for or in respect of any actions taken, omitted to be taken or suffered to be taken by it pursuant to obligations under this Agreement, in good faith and in reliance upon . (c) Notwithstanding anything herein to the written opinion of outside counsel contrary the Provider Indemnified Party shall not be indemnified or written instructions by or on behalf of the Company or the Company Entities, except held harmless to the extent such liability arises from Losses are covered by the gross negligence, bad faith or willful misconduct of an AIG Provider Indemnified Person or any other Provider or any of their respective officers, employees, agents, or representativesParty’s insurance.