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:
(a) 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);
(b) the gross negligence or willful misconduct of PROVIDER or any of its Affiliates (excluding the Genworth Group);
(c) PROVIDER’s provision of any services to any third party from the same facilities from which the Services are provided to the CUSTOMER;
(d) 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
(e) PROVIDER’s tax liabilities arising from PROVIDER’s provision of Services, as set forth in Section 2.7 hereof.
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:
(a) any Claims of infringement of any patent or any copyright, trademark, service xxxx, trade name, trade secret, confidential information or similar intellectual property right, whether conferred by contract or arising under law, alleged to have been incurred because of or arising out of any aspect of the Services (including without limitation any information technology, information management and communications services, equipment, Software or other resources) provided by Provider and/or its subcontractors in its performance of the Services; provided, however, that Provider will have no obligation with respect to any Losses to the extent arising out of or in connection with (i) a Company Indemnitee's modification of any Software, Hardware or similar resource provided by a member of the Company Group; (ii) a Company Indemnitee's combination, operation or use of the equipment, Software or other resources provided by a Provider Indemnitee with devices, data, programs or other resources not furnished by a Provider Indemnitee; or (iii) any use by a Company Indemnitee of devices, data, programs or other resources furnished by Provider in a manner materially contravening Provider's express written instructions to such Company Indemnitee, except to the extent in each case that any of the activities described in clauses (i), (ii) or (iii) above was at the written request or direction of, or in accordance with specifications required by, Provider Indemnitee;
(b) any Claims arising out of personal injuries, death or damage to tangible personal or real property of third parties including employees of Provider, its contractors and subcontractors caused by the tortious conduct, negligence or willful misconduct of Provider, its employees, Affiliates, agents, contractors or subcontractors; provided that Provider will have no obligation under this part, to the extent the same arise out of or in connection with the tortious conduct, negligence or willful misconduct of a member of the Company Group or any other Company Indemnitee;
(c) any Claims for Taxes assessed or claimed against the Company Group which are obligations of Provider unde...
Indemnity by Provider. The Provider agrees to defend, indemnify and hold the Client, its directors, officers, employees, agents, contractors and affiliates, harmless from any loss, damage or liability, including all reasonable legal costs, that the Client 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 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. 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. (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
(i) Provider’s provision, or failure to provide, of the Showing Quantity or, performance, or failure to perform, any of the Showing Commitment Actions or failure to submit any Proof of Commitment, (ii) the ownership, development, construction, operation and/or maintenance of the Project; (iii) Third Party Claims arising from Provider’s actions or inactions, including Provider’s breach of this Agreement or other agreements related to the development, construction, ownership, operation and/or maintenance of the Project; (iv) any environmental matters associated with the Project, including the disposal and transportation of Hazardous Substances by or on behalf of Provider or at Provider’s direction or agreement; (v) Third Party Claims arising under any agreement between Provider and the owner or operator of the Project, as applicable, or their respective Affiliates; or (vi) Third Claims resulting from any violation of any applicable Law, or requirements of Participating Transmission Owner, Utility Distribution Company, CAISO, NERC, WECC or Reliability Organization by Provider, the owner or operator of the Project, as applicable, or their respective Affiliates; in each case including any loss, claim, action or suit, for or on account of injury to, bodily or otherwise, or death of, persons, or for damage to or destruction or economic loss of property belonging to CPE, Provider, the owner or operator of the Project, as applicable, or their respective Affiliates, or others, excepting only such Indemnifiable Losses, to the extent solely caused by the willful misconduct or gross negligence of a member of CPE Group.
(b) Provider shall indemnify, defend and hold CPE Group harmless from and against all liabilities, damages, claims, losses, costs or expenses (including, without limitation, attorneys’ fees) incurred by or brought against CPE in connection with Environmental Costs.
Indemnity by Provider. Except to the extent proximately caused by the gross negligence, recklessness or willful misconduct of a Generex Indemnitee (as defined below), Provider will indemnify, defend and hold harmless Generex and its Affiliates and their respective officers, directors, employees and agents (each, a “Generex Indemnitee”) from and against any loss, damage, liability, claim, action, judgment, cost and expense (including court costs and reasonable attorneys’ and experts’ fees and expenses) that a Generex Indemnitee incurs in connection with any Third Party claim: (i) for a breach by Provider of representations or warranties made in Section 7; (ii) for a breach of confidentiality on account of use or disclosure of the Confidential Information of Generex or its Affiliates by Provider or its employees and subcontractors; or (iii) alleging that any materials (other than the Materials) provided by Provider in connection with the provision of Services infringes or misappropriates any patent, copyright, trademark, trade secret or other intellectual property right of any Third Party.
Indemnity by Provider. Neither this Agreement nor any Assignment shall constitute an assumption by Purchaser of any obligation to a Third Party Obligor or a patient. The Provider shall indemnify and hold harmless Purchaser, and its officers, directors and agents, from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including reasonable attorney's fees) which may be imposed on, incurred by or asserted against any of them in any way relating to or arising out of any breach by the Provider of any representation, warranty or covenant contained in any Purchase Documents. The indemnity contained in this Section 7.01 shall survive the termination of this Agreement. Any amount payable by the Provider to Purchaser under any provision of this Agreement shall be paid without any deduction or setoff of any kind.
Indemnity by Provider. Provider agrees to indemnify, defend and hold harmless Williams and its Affiliates and the Eligible Recipients and their respective officers, directors, employees, agents, representatives, successors, and assigns from any and all Losses and threatened Losses payable to third parties which are due to third party claims arising from or in connection with any of the following:
Indemnity by Provider. Provider agrees to indemnify, defend and hold harmless the Eligible Recipients and their respective officers, directors, employees, agents, representatives, successors, and assigns from any and all Losses and threatened Losses due to non-Party claims to the extent arising from or in connection with any of the following:
