Indemnification of Service Provider. The Trust will indemnify Service Provider against, and hold Service Provider harmless from, all losses, claims, damages, liabilities or expenses (including reasonable fees and disbursements of counsel) arising out of: (i) the material breach by the Trust of any of its obligations under this Agreement; (ii) the willful misfeasance, bad faith, or gross negligence of the Trust, its officers, employees or agents (other than the Service Provider, to the extent the Service Provider could be deemed an agent of the Trust) in the performance of the Trust’s duties or obligations under this Agreement; or (iii) the reckless disregard by the Trust, its officers, employees, or agents (other than the Service Provider, to the extent the Service Provider could be deemed an agent of the Trust) of the Trust’s duties and obligations under this Agreement.
Indemnification of Service Provider. To the fullest extent permitted by Law, Recipient shall indemnify Service Provider and its Affiliates, and its and their officers, managers, members, employees, representatives and agents and hold them harmless from and against any and all third party claims, losses, costs, damages and liabilities, including reasonable attorneys’ fees (all of which shall be reimbursed as incurred), arising out of or relating to any act or omission performed or omitted pursuant to this Agreement to the extent it is finally determined that such acts or omissions (a) constituted gross negligence, bad faith or willful misconduct, (b) were taken in contravention of this Agreement willfully, in bad faith or as the result of grossly negligent actions or omissions, or (c) resulted from or is related to any material breach of this Agreement, in each case by Recipient. To the fullest extent permitted by Law, none of Service Provider nor the foregoing Persons shall be liable for damages or otherwise to Recipient for any act or omission performed or omitted by such Person, except to the extent it is finally determined that such actions or omissions (x) constituted gross negligence, bad faith or willful misconduct, (y) were taken in contravention of this Agreement willfully, in bad faith or as the result of grossly negligent actions or omissions, or (z) resulted from or is related to any material breach of this Agreement, in each case by Service Provider. Any indemnity pursuant to this Section 3.1 (i) shall not be deemed exclusive of any other rights to which Service Provider or any of the foregoing Persons may be entitled under any applicable statute, agreement or otherwise, (ii) shall continue as to Service Provider or any of the foregoing Persons who have ceased to serve in such capacity and (iii) shall inure to the benefit of the heirs, successors, assigns and administrators of Service Provider or such Person, as applicable.
Indemnification of Service Provider. (a) SUBJECT TO SECTION 4.1, OWNER SHALL INDEMNIFY, PROTECT, DEFEND, RELEASE AND HOLD HARMLESS SERVICE PROVIDER AND ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, MANAGERS, MEMBERS, CONTRACTORS, SUBCONTRACTORS AND LEGAL REPRESENTATIVES (together with Service Provider and its Affiliates, the “Service Provider Indemnified Parties”) from and against any and all Losses suffered by Service Provider Indemnified Parties as a result of, caused by, or arising out of (i) any breach of a representation or warranty of Owner in this Agreement, (ii) any breach of any covenant of Owner under this Agreement, (iii) the sole, joint or concurrent negligence or gross negligence or willful misconduct of Owner or any other member of the Partnership Group, (iv) SERVICE PROVIDER’S PERFORMANCE OF THE CONTRACT SERVICES, INCLUDING SERVICE PROVIDER’S SOLE, JOINT OR CONCURRENT NEGLIGENCE OR GROSS NEGLIGENCE IN CONNECTION THEREWITH, or (v) THE SECONDED EMPLOYEES AND THE OWNER EMPLOYEE SERVICES, INCLUDING SERVICE PROVIDER’S SOLE, JOINT OR CONCURRENT NEGLIGENCE OR GROSS NEGLIGENCE IN CONNECTION THEREWITH; provided, however, that a Service Provider Indemnified Party shall not be indemnified and held harmless under this Agreement if there has been a final non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Service Provider Indemnified Party is seeking indemnification pursuant to this Section 4.2, such Service Provider Indemnified Party acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that its conduct was unlawful.
Indemnification of Service Provider. Owner agrees to protect, defend, indemnify, and hold Service Provider and its Affiliates, and each of its and their respective managers, directors, members, officers, employees, attorneys-in-fact, and agents (each a “Service Provider Indemnified Party”), free and harmless from and against any and all Claims suffered or incurred by any Service Provider Indemnified Party resulting from, caused by, or arising out of (a) the sole, joint, or concurrent negligence, gross negligence, intentional breach, or willful misconduct of any member of the Owner Indemnified Parties, (b) the sole, joint, or concurrent negligence of any Service Provider Indemnified Party in such Service Provider Indemnified Party’s performance or failure to perform under or related to this Agreement, or (c) Service Provider’s or a Supplemental Service Provider’s actions or omissions in connection with its performance of the Services, but this indemnity shall not apply to the extent that such Claims are subject to indemnification by Service Provider as provided in Section 7.2.
Indemnification of Service Provider. (a) Subject to Section 3.1 and Section 3.3, Owner shall INDEMNIFY, PROTECT, DEFEND, RELEASE and HOLD HARMLESS Service Provider and its Affiliates (including, for the avoidance of doubt, any Person that is an Affiliate of Service Provider), and their respective directors, officers, managers, members, and legal representatives (together with Service Provider, the “Service Provider Indemnified Parties”) from and against any and all Losses suffered by Service Provider Indemnified Parties as a result of, caused by, or arising out of (i) any breach of a representation and warranty of Owner in this Agreement, (ii) any breach of any covenant of Owner under this Agreement, (iii) the sole, joint or concurrent negligence, gross negligence or willful misconduct of Owner, or (iv) Service Provider’s performance of the Services, including Service Provider’s sole, joint or concurrent negligence (but excluding, to the extent provided in Section 3.3, the gross negligence or willful misconduct of Service Provider) in connection therewith; provided, however, that Owner shall have no indemnity or defense obligations to Service Provider Indemnified Parties with respect to matters for which Service Provider is required to indemnify or defend Owner Indemnified Parties pursuant to Section 3.3.
Indemnification of Service Provider. Sponsor will defend, indemnify and hold harmless Service Provider, its affiliates and their directors, officers employees, representatives, and agents from and against any and all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party demand, claim, action, lawsuit or other proceeding (“Claim”) (1) which alleges 12.2 Odškodnění poskytovatele služeb. Zadavatel bude hájit, odškodní a zbaví odpovědnosti poskytovatele služeb, jeho přidružené společnosti a jejich ředitele, vedoucí pracovníky, zaměstnance, zástupce a jednatele ve věci všech závazků, nákladů a výdajů (včetně přiměřených poplatků za právní zastoupení a soudní výlohy) vyplývající z jakéhokoli požadavku, nároku, žaloby, soudního nebo jiného řízení třetí
Indemnification of Service Provider. In addition to any other remedies available to Service Provider, Purchaser shall indemnify Service Provider, its Affiliates and their respective directors, officers and employees against any * and * or Purchaser’s breach of this Agreement, subject to the same defenses that Purchaser would be entitled to assert in an action for breach of contract.
Indemnification of Service Provider. Each of the Insurance Companies, severally, but not jointly, shall indemnify, defend and hold Service Provider, its affiliates, parent, directors, officers, agents, and employees harmless from and against any and all claims, suits, actions, liability, loss, expense or damage, including attorneys' fees due to or arising out of the performance by Service Provider of its obligations under this Agreement, unless such claims are a direct result of the gross negligence or willful misconduct of Service Provider or a breach of this Agreement by Service Provider.
Indemnification of Service Provider. Subject to the terms of this Article VI, Service Recipient shall indemnify, defend and hold harmless Service Provider and its Affiliates and their respective Representatives (each a “Service Provider Indemnified Party”) from and against all losses, claims, damages, costs, liabilities, penalties, fines or expenses (including out-of-pocket expenses and reasonable fees and expenses of counsel incurred in investigating or defending a claim or in asserting any of their rights under this TSA) (collectively, “Losses”) incurred by any Service Provider Indemnified Party that result from any breach by Service Recipient of its covenants, agreements and undertakings in this TSA.
Indemnification of Service Provider. Service Recipient shall indemnify, defend and hold harmless the Service Provider Indemnitees from and against any and all Liabilities and related losses of the Service Provider Indemnitees relating to, arising out of or resulting from the Services rendered or to be rendered by or on behalf of any of the Service Provider Indemnitees pursuant to this Agreement, the transactions contemplated hereby or any actions or inactions by or on behalf of any of the Service Provider Indemnitees in connection with any such Services or transactions; provided that Service Recipient shall not be responsible for any Liabilities resulting from a Service Provider’s gross negligence or willful misconduct or Service Provider’s failure to comply with Laws applicable to it in the conduct of its business in the ordinary course.
