Indemnification of the District and CHRISTUS Health Sample Clauses

Indemnification of the District and CHRISTUS Health. Xxxxx agrees to indemnify the District and CHRISTUS Health, their officers, board of managers, employees and agents, against (a) any Damages (as defined below) which arise out of or in connection with any claims by or on behalf or in the name of a government entity or authority, State or federal, relating to Spohn's, CHRISTUS Health’s, or the District's obligations under this Agreement, or related transactions, Spohn's receipt of payments under the Medicaid disproportionate share hospital program, the Medicaid Waiver, the Network Access Improvement Program, or any similar programs, whether received before or after the Effective Date of the Original Membership Agreement, and (b) Damages which arise out of or in connection with the negligence or malfeasance of any employee or agent of Xxxxx performing services under or in connection with this Agreement or Spohn's breach of any material requirement of this Agreement (the “Indemnity”). Subject to applicable law, Xxxxx shall have the right to select and engage defense counsel and manage the defense for any claim or action brought against the District or CHRISTUS Health by a third party. The District and CHRISTUS Health shall cooperate with Xxxxx in Spohn's engagement of legal counsel to defend any such third-party claim or action. Notwithstanding anything in this Section 8.02(b) to the contrary, in the event that representation of Xxxxx, CHRISTUS Health, and the District by the same counsel to defend any third-party claim or action subject to this Section 8.02(b) would be a conflict of interest for such counsel under the Texas Disciplinary Rules of Professional Conduct then in effect, the District or CHRISTUS Health may require Xxxxx to select another independent counsel, in consultation with the District or CHRISTUS Health, as appropriate, without relieving Xxxxx of its obligation to indemnify and defend the District and CHRISTUS Health under this Section 8.02(b). In the event the District, CHRISTUS Health or Xxxxx becomes aware of a third-party claim or action subject to this Section 8.02(b), such party shall provide the other parties prompt written notice of the claim or action and shall use its best efforts to provide the other parties sufficient information to identify the circumstances of the claim or action. Such notice shall be made as soon as practical from the date of actual notice of the claim or action to the party possessing such knowledge.
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Related to Indemnification of the District and CHRISTUS Health

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