Indemnification; Standard of Care. Seller shall indemnify and hold PacifiCorp harmless from and against all losses, costs, charges and expenses reasonably incurred by PacifiCorp in connection with exercise of its rights under Section 11.9.1 or 11.9.2 whether to third parties or otherwise, other than losses, costs, charges and expenses attributable to the gross negligence or willful misconduct of PacifiCorp. During such time as PacifiCorp has custody of the Premises and Facility pursuant to this Section 11.9, it shall conduct all of its activities pursuant to Prudent Electrical Practices.
Indemnification; Standard of Care. Seller shall indemnify and hold PacifiCorp harmless from and against all losses, costs, charges and expenses reasonably incurred by PacifiCorp in connection with exercise of its rights under Section 8.4.1 or 8.4.2 whether to third parties or otherwise, other than losses, costs, charges and expenses attributable to the gross negligence or willful misconduct of PacifiCorp and subject to the limits on Seller’s liability set forth in Section 2.6. During such time as PacifiCorp has custody of the Premises and Facility pursuant to this Section 8.4, it shall conduct all of its activities pursuant to the standards of Prudent Electrical Practices.
Indemnification; Standard of Care. Choice shall use the same care and --------------------------------- skill in the performance of its duties under this Agreement as a similarly situated provider of like services would exercise following commonly accepted standards of prudence in the relevant industry engaged in the provision of such services.
Indemnification; Standard of Care. 12.1. The Group agrees to indemnify and hold SHP and its directors, officers, employees, and affiliates harmless from and against any loss and all claims, lawsuits, settlements, judgments, costs, penalties, and expenses including attorneys’ fees resulting from or arising out of the willful misconduct or dishonest, fraudulent, reckless, unlawful, or negligent acts or omissions of the Group, any of its directors, officers, or employees or any Members enrolled under this Contract, except to the extent that such losses, claims, lawsuits, settlements, judgments, costs, penalties, or expenses result from the misconduct or dishonest, negligent, unlawful, reckless, or fraudulent act on the part of SHP or any of SHP’s directors, officers, employees, parent, subsidiary, or otherwise affiliated entities.
Indemnification; Standard of Care. COMPANY agrees to provide indemnification, contribution and reimbursement to DEVELO and certain other parties in accordance with, and further agrees to be bound by the other provisions set forth in Appendix A, attached hereto.
Indemnification; Standard of Care. The Company agrees to provide indemnification, contribution and reimbursement to Xxxxxxxx Xxxxx and certain other parties in accordance with, and the Company further agrees to be bound by the other provisions set forth in, Schedule A attached hereto.
Indemnification; Standard of Care. The Company agrees to provide indemnification, contribution and reimbursement to ECA and certain other parties in. accordance with, and further agrees to be bound by the other provisions set forth in, Schedule A attached hereto.
Indemnification; Standard of Care. As a material part of the consideration for the agreement of Advisor to furnish services under the Agreement, the Company agrees to indemnify and hold harmless Advisor, to the fullest extent lawful, from and against any and all losses, claims, damages or liabilities (or actions in respect thereof), joint or several, arising out of or related to the Agreement, any actions taken or omitted to be taken by Advisor in connection with the Agreement or any Transaction contemplated hereby. In addition, the Company agrees to reimburse the Advisor for any legal or other expenses reasonably incurred by Advisor in respect thereof at the time such expenses are incurred; provided, however, the Company shall not be liable under the foregoing indemnity and reimbursement agreement for any loss, claim, damage or liability which is finally judicially determined to have resulted primarily from the bad faith, willful misconduct or gross negligence of Advisor. Advisor agrees, subject to Advisor's rights of contribution, to repay all fees paid by the Company pursuant to this indemnification obligation for any loss, claim, damage or liability which is finally judicially determined to have resulted primarily from the bad faith, willful misconduct or gross negligence of Advisor. If for any reason the foregoing indemnification is unavailable to Advisor or insufficient to hold Advisor harmless, the Company shall contribute to the amount paid or payable by Advisor as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the Company, on the one hand, and Advisor, on the other hand, in connection therewith, as well as any other relevant equitable considerations. Notwithstanding the foregoing, the aggregate contribution of Advisor to any such losses, claims, damages, liabilities and expenses shall not exceed the amount of fees actually received by Advisor pursuant to the applicable Addendum. The Company shall not effect any settlement or release from liability in connection with any matter for which Advisor would be entitled to indemnification from the Company, unless such settlement or release contains a complete and unconditional release of the Advisor. The Company shall not be required to indemnify Advisor for any amount paid or payable by Advisor in the settlement or compromise of any claim or action without the Company's prior written consent. The Company further agrees that Advisor shall not have any ...
Indemnification; Standard of Care. The Company agrees to provide indemnification, contribution and reimbursement to Houlxxxx Xxxex xxx certain other parties in accordance with, and further agrees to be bound by the other provisions set forth in, Schedule A attached hereto.
Indemnification; Standard of Care. The Parties agrees to indemnify and hold harmless each other, their affiliates, and their respective past, present and future directors, officers, shareholders, employees, and agents (the "Indemnified Parties") to the fullest lawful extent from and against any and all losses, claims, damages or liabilities (or actions in respect thereof), arising out of or related to this Agreement, any actions taken or omitted to be taken (including acts or omissions constituting ordinary negligence) in connection with the Agreement, or any transaction or proposed transaction contemplated by the Agreement; provided, however, a Party shall not be liable under the foregoing indemnity and reimbursement agreement for any loss, claim, damage or liability which is finally judicially determined to have resulted primarily from the willful misconduct or gross negligence of any Indemnified Party.
