Indemnity by Provider. PROVIDER agrees to indemnify, hold harmless and defend the members of the Genworth Group and their respective directors, officers, employees and agents, from and against any and all actions, liabilities, losses, damages, injuries, judgments and external expenses, including, without limitation, attorneys’ fees, court costs, sanctions imposed by a court, experts’ fees, interest or penalties relating to any judgment or settlement, and other legal expenses (including all incidental expenses in connection with such liabilities, obligations, claims or Actions based upon or arising out of damage, illness or injury (including death) to person or property caused by or sustained in connection with the performance of this Agreement) (“Liabilities”), brought, alleged or incurred by or awarded to any person who is not a member of the GE Group or the Genworth Group (a “Third Party Claim”) arising out of or based upon:
Indemnity by Provider. Provider will indemnify, defend and hold each member of the Company Group and their respective officers, directors, employees, agents, successors, contractors and assigns (each a "Company Indemnitee") harmless on an as-incurred basis from and against any and all Losses incurred by any Company Indemnitee arising from or in connection with:
Indemnity by Provider. The Provider agrees to defend, indemnify and hold the Firm, its directors, officers, employees, agents, contractors and affiliates, harmless from any loss, damage or liability, including all reasonable legal costs, that the Firm may incur as a result of or in connection with: (a) any valid claim that the Software or any portion of it infringes the intellectual property rights of any third party; (b) any third-party claim relating to or resulting from any breach by the Provider of the Provider’s obligations under this Agreement, including its obligation to comply with all Applicable Law.
Indemnity by Provider. PROVIDER agrees to indemnify, hold harmless and defend the members of the Genworth Group and their respective directors, officers, employees and agents, from and against any and all actions, liabilities, losses, damages, injuries, judgments and external expenses, including, without limitation, attorneys’ fees, court costs, sanctions imposed by a court, experts’ fees, interest or penalties relating to any judgment or settlement, and other legal expenses (including all incidental expenses in connection with such liabilities, obligations, claims or Actions based upon or arising out of damage, illness or injury (including death) to person or property caused by or sustained in connection with the performance of this Agreement) (“Liabilities”), brought, alleged or incurred by or awarded to any person who is not a member of the GE Group or the Genworth Group (a “Third Party Claim”) arising out of or based upon: any alleged or actual violation of any Law by PROVIDER or any of its Affiliates or Representatives (excluding the Genworth Group and excluding any such violation to the extent caused by a breach of this Agreement or any PSA by any Member of the Genworth Group); the gross negligence or willful misconduct of PROVIDER or any of its Affiliates (excluding the Genworth Group); PROVIDER’s provision of any services to any third party from the same facilities from which the Services are provided to the CUSTOMER; the improper or illegal use or disclosure of consumer information (including personal, credit or medical information) regarding any customer or potential customer of CUSTOMER in contravention of PROVIDER’s obligations under this Agreement or any PSA; and PROVIDER’s tax liabilities arising from PROVIDER’s provision of Services, as set forth in Section 2.g hereof.
Indemnity by Provider. Subject to the limitations set forth in Paragraphs 1.4 and 4.3 above, Provider shall indemnify, defend and hold Buyer harmless against any and all claims, liabilities, damages, losses, costs, expenses (including, but not limited to, settlements, judgments, court costs and reasonable attorney's fees), fines and penalties arising out of any actual injury, loss or damage of any nature whatsoever due or relating to the provision of or failure to provide the Transitional Services, only if such amounts are a result of the negligence or reckless or willful misconduct of the personnel of Provider and/or any contract personnel who are managed and directed by Provider.
Indemnity by Provider. Provider shall indemnify, hold harmless and, except as set forth in Section 20.3(b), defend Customer Group, its and their Affiliates, and the respective current, future and former officers, directors, employees, agents, successors and assigns of each of the foregoing, and each of the foregoing Persons or entities (the “Customer Indemnitees”) upon written demand, from and against any and all Losses incurred by any of them, related to, or arising out of or in connection with:
Indemnity by Provider. Provider shall defend, indemnify and hold harmless Customer from any loss, damage or expense (including reasonable attorneys’ fees) awarded by a court of competent jurisdiction, or paid in accordance with a settlement agreement signed by Customer, in connection with any Third Party claim (each, a “Claim”) alleging that Customer’s use of the Service as expressly permitted hereunder infringes upon any United States patent, copyright or trademark of such Third Party, or misappropriates the trade secret of such Third Party; provided that Customer (x) promptly gives Provider written notice of the Claim; (y) gives Provider sole control of the defense and settlement of the Claim; and (z) provides to Provider all reasonable assistance, at Provider’s expense. If Provider receives information about an infringement or misappropriation claim related to the Service, Provider may in its sole discretion and at no cost to Customer: (i) modify the Service so that it no longer infringes or misappropriates, (ii) obtain a license for Customer’s continued use of the Service, or (iii) terminate this Agreement (including Customer’s Service subscriptions and Account) upon prior written notice and refund to Customer any prepaid Annual Fee covering the remainder of the term of the terminated Service subscriptions. Provider shall defend, indemnify and hold harmless Customer from any loss, damage or expense (including reasonable attorneys’ fees) awarded by a court of competent jurisdiction, or paid in accordance with a settlement agreement signed by Customer, in connection with any Claim arising from bodily injury or property damage to the extent caused by the negligence or willful misconduct of Provider. Notwithstanding the foregoing, Provider shall have no liability or obligation with respect to any Claim that is based upon or arises out of (A) use of the Service in combination with any software or hardware not expressly authorized by Provider, (B) any modifications or configurations made to the Service by Customer without the prior written consent of Provider, and/or (C) any action taken by Customer relating to use of the Service that is not permitted under the terms of this Agreement. This Section 8.2(a) states Customer’s exclusive remedy against Provider for any Claim of infringement of misappropriation of a Third Party’s Intellectual Property Rights related to or arising from Customer’s use of the Service.
Indemnity by Provider. (a) Provider shall release, defend, indemnify and hold harmless CPE, its directors, officers, agents, attorneys, representatives and Affiliates (“CPE Group”) against and from any Indemnifiable Losses, which arise out of or relate to or are in any way connected with
Indemnity by Provider. Provider shall indemnify and hold harmless Company and its Customers, and their respective affiliates, employees, successors and assigns (collectively, “Indemnified parties”) from and against any losses, claims, suits, liabilities, damages, fines, penalties, assessments, costs and expenses of any kind, including, but not limited to, reasonable attorneys’ fees and court costs (collectively, “Costs”), that arise out of or result from: (1) injuries or death to persons or damage to property, including theft, in any way arising out of or caused or alleged to have been caused by Services provided by Provider or persons furnished by Provider; (2) assertions under Workers' Compensation or similar acts made by persons furnished by Provider; (3) any failure of Provider to comply with applicable laws; (4) Provider’s breach of any of its obligations under this Agreement; (5) Provider’s negligence or intentional wrongdoing; or (6) a third party’s claim or allegation that Provider’s services or deliverables infringe on or misappropriate a third party’s Intellectual Property.
Indemnity by Provider. Provider shall indemnify, defend and hold harmless T-Mobile and its Affiliates and their respective officers, directors, employees, agents, successors and assigns, from any and all Losses and threatened Losses, whether or not involving a third party claim, arising from, in connection with, or based on allegations of, any of the following:
