Common use of Indemnification of Provider by Recipient Clause in Contracts

Indemnification of Provider by Recipient. Recipient agrees to indemnify and hold harmless each Provider Indemnified Person from and against any damages, and to reimburse each Provider Indemnified Person for all costs, damages, liabilities and fees and expenses (including reasonable attorneys’ fees and expenses and any other expenses reasonably incurred in connection with investigating, prosecuting or defending any Action) (collectively, “Losses”) incurred in investigating, preparing, pursuing, or defending any claim, action, proceeding, or investigation, whether or not in connection with pending or threatened litigation and whether or not any Provider Indemnified Person is a party (collectively, “Actions”), arising out of or in connection with Services rendered or to be rendered by or on behalf of any Provider Indemnified Person pursuant to this Agreement, the transactions contemplated hereby or any actions or inactions by or on behalf of any Provider Indemnified Person in connection with any such Services or transactions; provided that Recipient shall not be responsible for any Losses of any Provider Indemnified Person to the extent such Losses have resulted from such Provider Indemnified Person’s gross negligence or willful misconduct in connection with any of such Services, actions or inactions.

Indemnification of Provider by Recipient. Recipient agrees to indemnify and hold harmless each Provider Indemnified Person from and against any damages, and to reimburse each Provider Indemnified Person for all costs, damages, liabilities and fees and expenses (including reasonable attorneys’ fees and expenses and any other expenses reasonably incurred in connection with investigating, prosecuting or defending any Action) (collectively, but subject to Section 5.02, “Losses”) incurred in investigating, preparing, pursuing, or defending any claim, action, proceeding, or investigation, whether or not in connection with pending or threatened litigation and whether or not any Provider Indemnified Person is a party (collectively, “Actions”), arising out of or in connection with Services rendered or to be rendered by or on behalf of any Provider Indemnified Person pursuant to this Agreement, the transactions contemplated hereby or any actions or inactions by or on behalf of any Provider Indemnified Person in connection with any such Services or transactions; provided that Recipient shall not be responsible for any Losses of any Provider Indemnified Person to the extent such Losses have resulted from such Provider Indemnified Person’s gross negligence or willful misconduct in connection with any of such Services, actions or inactions.

Indemnification of Provider by Recipient. Recipient agrees to indemnify and hold harmless each Provider Indemnified Person from and against any damages, and to reimburse each Provider Indemnified Person for all costs, damages, liabilities and fees and reasonable expenses (including reasonable attorneys’ fees and expenses and any other expenses reasonably incurred in connection with investigating, prosecuting or defending any Action) (collectively, “Losses”) as they are incurred in investigating, preparing, pursuing, or defending any claim, action, proceeding, or investigation, whether or not in connection with pending or threatened litigation and whether or not any Provider Indemnified Person is a party (collectively, “Actions”), arising out of or in connection with Services rendered or to be rendered by or on behalf of any Provider Indemnified Person pursuant to this Agreement, the transactions contemplated hereby or any actions or inactions by or on behalf of any Provider Indemnified Person in connection with any such Services or transactions; provided that Recipient shall not be responsible for any Losses damages of any Provider Indemnified Person to the extent such Losses damages have been finally determined by a court of competent jurisdiction to have resulted from such Provider Indemnified Person’s gross negligence or willful misconduct in connection with any of such Servicesthe advice, actions actions, inactions, or inactionsServices referred to above (it being understood and agreed that the provision by any Provider Entity of any of the Services without obtaining the consent of any party to any contract or agreement to which any Provider Entity is a party as of the date hereof shall not constitute gross negligence or willful misconduct by any Provider Entity; provided that the relevant Provider Entity has used commercially reasonable efforts to obtain the relevant consent).

Indemnification of Provider by Recipient. Recipient agrees to indemnify and hold harmless each Provider Indemnified Person from and against any damages, and to reimburse each Provider Indemnified Person for all costs, damages, liabilities and fees and reasonable expenses (including reasonable attorneys’ fees and expenses and any other expenses reasonably incurred in connection with investigating, prosecuting or defending any Action) (collectively, “Losses”) as they are incurred in investigating, preparing, pursuing, or defending any claim, action, proceeding, or investigation, whether or not in connection with pending or threatened litigation and whether or not any Provider Indemnified Person is a party (collectively, “Actions”), arising out of or in connection with Services rendered or to be rendered by or on behalf of any Provider Indemnified Person pursuant to this Agreement, the transactions contemplated hereby or any actions or inactions by or on behalf of any Provider Indemnified Person in connection with any such Services or transactions; provided that Recipient shall not be responsible for any Losses damages of any Provider Indemnified Person to the extent such Losses damages have been finally determined by a court of competent jurisdiction to have resulted from such Provider Indemnified Person’s gross negligence or willful misconduct in connection with any of such Services, actions or inactionsinactions (it being understood and agreed that the provision by any Provider Entity of any of the Services without obtaining the consent of any party to any contract or agreement to which any Provider Entity is a party as of the date hereof shall not constitute gross negligence or willful misconduct by any Provider Entity; provided that the relevant Provider Entity has used commercially reasonable efforts to obtain the relevant consent).

Indemnification of Provider by Recipient. Recipient agrees to indemnify and hold harmless each Provider , its Affiliates, and their respective directors, officers, agents, employees, or other Representatives (each, a “Provider Indemnified Person Person”) from and against any damagesand all damage, loss, liability, and expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) in connection with any Action (as defined below) whether involving a claim or the commencement of an Action by a third party (a “Third-Party Claim”) or a claim solely between the Parties (“Damages”), and to reimburse each Provider Indemnified Person for all costs, damages, liabilities and fees and reasonable expenses (including reasonable attorneys’ fees and expenses and any other expenses reasonably incurred in connection with investigating, prosecuting or defending any Actionfees) (collectively, “Losses”) as they are incurred in investigating, preparing, pursuing, or defending any claim, action, suit, investigation, or proceeding, in each case by or investigationbefore any arbitrator or Governmental Authority (collectively, “Actions”), whether or not in connection with pending or threatened litigation and whether or not any Provider Indemnified Person is a party (collectivelyparty, “Actions”), in each case relating to or arising out of or in connection with Services rendered or to be rendered by or on behalf of any Provider Indemnified Person pursuant to this AgreementAgreement (including Services rendered prior to the Effective Date), the transactions contemplated hereby hereby, or any actions or inactions by or on behalf of any Provider Indemnified Person in connection with any such Services or transactions; provided that that, Recipient shall not be responsible for any Losses Damages or expenses of any Provider Indemnified Person to the extent such Losses Damages or expenses have resulted from such a Provider Indemnified Person’s gross negligence or willful misconduct in connection with any of such Services, actions actions, or inactions.