Indemnity by Service Provider. Service Provider shall indemnify, defend and hold harmless Recipient and its officers, directors and employees from and against any and all costs and expenses, losses, damages, claims, causes of action and liabilities (including reasonable attorneys' fees, disbursements and expenses of litigation) arising from, relating to, or in any way connected with the gross negligence or willful misconduct of Service Provider or any employee, contractor or agent of Service Provider, except to the extent directly or indirectly caused by any act or omission of Recipient.
Indemnity by Service Provider. Service Provider agrees to indemnify, defend and hold harmless DIR and the DIR Customers and their respective officers, directors, employees, agents, representatives, successors and assigns from and against any and all Losses and defend such persons against all threatened Losses due to non-Party claims (with DIR Customers being deemed a Party for this purpose) arising from or in connection with any of the following:
Indemnity by Service Provider. Service Provider agrees to indemnify and hold PeopleSoft harmless from any claims, suits, proceedings, losses, liabilities, damages, costs and expenses (inclusive of PeopleSoft's reasonable attorneys' fees) made against or incurred by PeopleSoft as a result of negligence, misrepresentation, error or omission on the part of Service Provider or representatives of Service Provider. Service Provider shall be solely responsible for, and shall indemnify and hold PeopleSoft harmless from, any claims, warranties or representations made by Service Provider or Service Provider's employees or agents that differ from the warranty provided by PeopleSoft in its then current PeopleSoft License Agreement; provided, however, that PeopleSoft (i) notifies Service Provider in writing within ten (10) days of such claim, suit or proceeding, (ii) gives Service Provider the right to control and direct the investigation, preparation, defense and settlement of any claim suit or proceeding; and (iii) gives assistance and full cooperation for the defense of same. Service Provider shall pay any resulting damages, costs and expenses finally awarded to a third party but Service Provider is not liable for settlements incurred by PeopleSoft without Service Provider's written authorization.
Indemnity by Service Provider. Service Provider shall indemnify, defend and hold harmless each Recipient Indemnitee from and against any and all costs and expenses, losses, damages, claims, causes of action and liabilities (including reasonable attorneys’ fees, disbursements and expenses of litigation) to the extent arising from, relating to, or connected with (in each case except to the extent directly or indirectly caused by the gross negligence, willful misconduct or material breach of or by Recipient) the gross negligence, willful misconduct or material breach of or by Service Provider or any employee, contractor or agent of Service Provider.
Indemnity by Service Provider. The Service Provider indemnifies the Nominal Insurer and its Personnel against Losses reasonably sustained or incurred by the Nominal Insurer as a result of a Claim made by a third party arising out of or in connection with:
Indemnity by Service Provider. Service Provider agrees to indemnify, defend and hold harmless Allegheny 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 due to third-party claims arising from or in connection with any of the following:
Indemnity by Service Provider. (a) Service Provider indemnifies Service Recipient, including its Subsidiaries, personnel, officers, directors, employees and agents (“Indemnified Party”) for all claims, charges, complaints, expenses (including reasonable attorneys’ fees), losses, liabilities, or damages of any kind whatsoever (including employment and benefit claims) brought by or payable to Service Provider’s own employees or contractors providing Services on Service Provider’s behalf that arise out of the Services provided by the Service Provider pursuant to this Agreement, except (i) in instances that constitute Willful Misconduct or Gross Negligence by the indemnified party; and (ii) instances involving intentional torts such as discrimination, harassment, defamation or other intentional torts by any employee, agent or other representative of an Indemnified Party.
Indemnity by Service Provider. (a) Service Provider will indemnify, defend and hold each member of the Client Group and their successors and assigns, and the respective officers, directors, employees, agents, and contractors of each of them, and the successors of such officers, directors, employees, agents and contractors (each a “Client Indemnitee”) harmless from and against any and all claims and Losses arising from any third party claims based upon or resulting from the following, or allegations of the following:
Indemnity by Service Provider. Subject to the provisions of Section 8.3 (“Indemnification Procedure”), Service Provider agrees to indemnify, defend and hold Customer, its affiliates, and their respective officers, directors, employees, and agents (“Customer Indemnitees”) harmless from and against any and all liabilities, losses, damages, costs, and expenses (“Losses”), and any attorneys’ fees and expenses relating to its defense, resulting from any suit or action brought against the Customer Indemnitees due to (a) any injuries suffered by Service Provider employees except for injuries caused by negligence or intentional harm of Customer or its employees or agents, or (b) subject to the provisions of Sections 9.1 (“Waiver of Indirect Damages”) and 9.2 (“Limitation of Liability”), infringement of any third party copyright or trade secret right in the United States or the European Union by Service Provider or its contractors due to the use by the Customer Indemnitees of the Service Provider Technology incorporated in the Deliverables. Service Provider shall not be obligated to defend or be liable for Losses if the infringement claim arises out of (i) compliance with Customer’s specifications or requirements, (ii) an addition to or modification by Customer or any third party to the Deliverables that causes the Deliverables to become infringing, or (iii) a combination of the Deliverables with other products or items not supplied by Service Provider, if such infringement could have been avoided either by the use of the Deliverables with commercially acceptable non-infringing products or items. Notwithstanding the foregoing, should any Deliverable become, or in Service Provider’s opinion be likely to become, the subject of any such suit or action for infringement, Service Provider may, at Service Provider’s option and expense, (1) procure for Customer the right to continue using such Deliverable, (2) replace or modify by such Deliverable so that it becomes non- infringing, which shall extinguish Service Provider’s obligations hereunder, or (3) if in Service Provider’s judgment neither of such alternatives is commercially reasonable, refund the amount paid by Customer for the applicable Deliverable, amortized on a five-year, straight-line basis.
Indemnity by Service Provider. 7.1 Service Provider hereby agrees and undertakes to indemnify, keep indemnified, defend and hold harmless the IDBI Bank and its officers, directors, employees, representatives and agents against all losses, claims, damages, penalties, costs or expenses, duties, of any kind whatsoever which may arise on account of breach of warranty representations, un authorized acts, fraud, deed or any other acts of Service Provider or any of its Personnel, incurred or to be incurred by the IDBI Bank or its employees as a result of any act, omission or commission, negligence or any other reasons whatsoever, on the part of Service Provider or any of its Personnel,
