Indemnity by Service Provider Sample Clauses

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.
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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:
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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.
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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.
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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.
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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. (b) Service Provider indemnifies each Indemnified Party for all claims by the Indemnified Party arising out of Service Provider’s acts or omissions of Service Provider’s own employees, subsidiaries or contractors providing Services on Service Provider’s behalf that constitute Willful Misconduct or Gross Negligence; provided that, notwithstanding any other provisions of this Agreement, no such act or omission shall constitute Willful Misconduct or Gross Negligence to the extent that it does not cause or result in a breach of Section 2.6. The indemnity provided pursuant to this subsection (b) excludes claims arising out of nuclear incidents or nuclear energy hazards and is capped at the total of net payments for services received by Service Provider from Service Recipient during the 6 month period preceding the event giving rise to indemnification.
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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: (a) any unlawful or wilfully wrong act or omission of the Service Provider or its subcontractors or Personnel; (b) a breach of the Service Provider's or any Subcontractor’s obligations relating to Confidential Information, Personal Information or Nominal Insurer Data under clauses 59.1, 59.2 and 59.3; or (c) an allegation that any Services or Warranted Materials (including the use of any Services or Warranted Materials by the Nominal Insurer or its subcontractors or Personnel) infringes the Intellectual Property Rights or Moral Rights of the third party (IPR Infringement Claim).
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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:
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Related to Indemnity by Service Provider

  • Indemnity by Seller (a) The Seller shall indemnify the Administrative Agent, the Facility Agents, the Purchasers, the Support Providers and the XX Xxxxx and their respective assigns, officers, directors and employees (each, an “Indemnified Party”) against all liabilities, claims, damages, costs, expenses, or losses (“Losses”) associated with the Facility, excluding, however, (i) Losses to the extent resulting from the gross negligence or willful misconduct of the Indemnified Party or the Indemnified Party’s breach of contract under any Transaction Document or any document delivered pursuant to any of the Transaction Documents, (ii) recourse (except as provided in this Agreement) for uncollectable Receivables or (iii) Losses that are due to or relate to Taxes (which are addressed in Section 10.02). Without limiting the foregoing, the Seller shall indemnify the Indemnified Parties for all Losses resulting from: (i) False or incorrect representations, warranties or certifications of any Xxxxxxxx Party in any Transaction Document or any document delivered pursuant to any of the Transaction Documents; (ii) Failure by any Xxxxxxxx Party to comply with applicable law, rules or regulations related to the Receivables; (iii) Failure to vest in the Administrative Agent (for the benefit of the Purchasers and the XX Xxxxx) a first priority perfected ownership or security interest in the Receivables, the Related Security and the Collections, free and clear of any Liens; (iv) Failure to file, or delay in filing, any financing statements or similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to the Receivables, the Related Security or the Collections; (v) Any dispute, claim or defense of an Obligor (other than discharge in bankruptcy) to the payment of any Receivable including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid or binding obligation of such Obligor, or any other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Receivable or any Contract related thereto, or any adjustment, cash discount, warranty, rebate, return of product or cancellation with respect to such Receivable; (vi) Failure by any Xxxxxxxx Party to perform any of their respective duties or other obligations or comply with any of their respective covenants under the Transaction Documents; (vii) Any products liability, personal injury or damage suit, environmental or other claim by an Obligor or other third party arising out of the goods or services which are the subject of any Receivable; (viii) Any third party investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, or the use of proceeds of Purchases under this Agreement or the draw under any Letter of Credit, or in respect of any Receivable; (ix) Commingling of Collections with any other funds of any Xxxxxxxx Party or any set-off against Collections by any credit card servicers; (x) Third party claims arising from the Seller’s, any Originator’s or the Servicer’s administration of the Receivables; (xi) The sale of any Receivable in violation of applicable Law; (xii) Any setoff by any Obligor; (xiii) Any Letter of Credit issued pursuant to this Agreement or the use of the proceeds thereof by the applicable beneficiary or any affiliate, agent, employee or assignee thereof; (xiv) The failure of the Seller or any Originator to pay when due any sales, excise, business and occupation, property or other similar taxes payable in connection with the Receivables; (xv) Any action or omission by any Xxxxxxxx Party which reduces or impairs the rights of the Administrative Agent, the Facility Agents, the Purchasers or the XX Xxxxx with respect to any Receivable and the Related Security and Collections with respect thereto or the value of any such Receivable and the Related Security and Collections with respect thereto; (xvi) Any dispute, suit or claim arising out of any provision in any Contract restricting or prohibiting sale and assignment of the related Receivables; (xvii) Overstatement of the balance of any Receivable due to provisions of the related Contract relating to retainage, data assumptions, cash on delivery sales, or bill and hold sales, or other similar provisions of comparable effect; and (xviii) Any dispute, suit or claim arising out of the efforts to collect on a Reassigned Receivable. Except as set forth in Section 10.01(a)(xiv) above, all obligations of the Seller with respect to Taxes are addressed in Section 10.02.

  • Indemnification by Servicer The Servicer shall indemnify and hold harmless the Trustee and the Depositor and their respective officers, directors, agents and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or Affiliates of its obligations under Sections 3.17, 3.18 and 3.20, any material misstatement or omission in any documents prepared thereunder (to the extent the Servicer is responsible for providing information or calculating amounts included in such information), the failure of such Servicer or any related Sub-Servicer or Subcontractor to deliver or cause to be delivered when required any Assessment of Compliance or Accountant's Attestation required of it pursuant to Section 3.18 or Annual Statement of Compliance required pursuant to Section 3.17, as applicable, or any material misstatement or omission contained in any Assessment of Compliance, Accountant's Attestation or Annual Statement as to Compliance provided on its behalf pursuant to Section 3.18 or 3.17, as applicable, or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the indemnified parties, then the Servicer agrees that it shall contribute to the amount paid or payable by the indemnified parties as a result of the losses, claims, damages or liabilities of the indemnified parties in such proportion as is appropriate to reflect the relative fault of the Servicer on the one hand and the indemnified parties on the other.

  • Indemnity by You You agree to indemnify PeopleMedia if a claim is made against PeopleMedia due to your actions.

  • Indemnification by Contractor To the fullest extent permitted by law, the CONTRACTOR agrees to indemnify, defend and hold the COUNTY and its departments, elected and appointed officials, employees, agents and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney’s fees and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease or death and for any damage to or destruction of any property (including the loss of use resulting therefrom) which 1) are caused in whole or in part by any action or omission, negligent or otherwise, of the CONTRACTOR, its employees, agents or volunteers or CONTRACTOR’s subcontractors and their employees, agents or volunteers; or 2) are directly or indirectly arising out of, resulting from, or in connection with performance of this Contract; or 3) are based upon the CONTRACTOR’S or its subcontractors’ use of, presence upon or proximity to the property of the COUNTY. This indemnification obligation of the CONTRACTOR shall not apply in the limited circumstance where the claim, damage, loss or expense is caused by the sole negligence of the COUNTY. This indemnification obligation of the CONTRACTOR shall not be limited in any way by the Washington State Industrial Insurance Action RCW Title 51, or by application of any other workmen’s compensation act, disability benefit act or other employee benefit act, and the CONTRACTOR hereby expressly waives any immunity afforded by such acts. The foregoing indemnification obligations of the CONTRACTOR are a material inducement to COUNTY to enter into the Contract, are reflected in the CONTRACTOR’s compensation, and have been mutually negotiated by the parties.

  • Performance by Seller Seller shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by each of them, on or before the Closing Date.

  • Indemnification by Subcontractors To the fullest extent permitted by law, an Interconnection Party that uses a subcontractor to carry out any of the Interconnection Party’s obligations under this Appendix 2 shall require each of its subcontractors to indemnify, hold harmless and defend each other Interconnection Party, its representatives and assigns from and against any and all claims and/or liability for damage to property, injury to or death of any person, including the employees of any Interconnection Party or of any Affiliate of any Interconnection Party, or any other liability incurred by the other Interconnection Party or any of its Affiliates, including all expenses, legal or otherwise, to the extent caused by any act or omission, negligent or otherwise, by such subcontractor and/or its officers, directors, employees, agents and assigns, that arises out of or is connected with the operation of the facilities of either Interconnected Entity described in this Appendix 2; provided, however, that no Interconnection Party or Affiliate thereof shall be entitled to indemnity under this Section 18.3 in respect of any injury, loss, or damage to the extent that such loss, injury, or damage results from the negligence or willful misconduct of the Interconnection Party or Affiliate seeking indemnity.

  • Indemnity by Tenant To the extent permitted by Law, Tenant hereby indemnifies, and agrees to protect, defend and hold the Indemnitees harmless, against any and all actions, claims, demands, liability, costs and expenses, including attorneys’ fees and expenses for the defense thereof, arising from Tenant’s occupancy of the Premises, from the undertaking of any Tenant Additions or repairs to the Premises, from the conduct of Tenant’s business on the Premises, or from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease, or from any willful act or negligence of Tenant, its agents, contractors, servants, employees, customers or invitees, in or about the Premises or the Property or any part of either. In case of any action or proceeding brought against the Indemnitees by reason of any such claim, upon notice from Landlord, Tenant covenants to defend such action or proceeding by counsel chosen by Landlord, in Landlord’s sole discretion. Landlord reserves the right to settle, compromise or dispose of any and all actions, claims and demands related to the foregoing indemnity. The foregoing indemnity shall not operate to relieve Indemnitees of liability to the extent such liability is caused by the willful and wrongful act of Indemnitees. Further, the foregoing indemnity is subject to and shall not diminish any waivers in effect in accordance with Section 16.04 by Landlord or its insurers to the extent of amounts, if any, paid to Landlord under its “All-Risks” property insurance.

  • Performance by Contractor The Contractor, at the Contractor's own expense, shall, except as herein otherwise specifically provided, furnish and provide all and every kind of labour and superintendence, services, tools, implements, machinery, plant materials, articles and whatsoever is necessary for the due execution of the work. The Contractor shall fully construct and erect the work in the most thorough, professional and substantial manner, in every respect to the satisfaction and approval of the Engineer. The Contractor shall complete the work within the time specified herein and deliver it to the Minister in the manner and upon the terms and conditions of the Contract.

  • Indemnity by Company Without limitation of any other indemnity provided to SCG, to the extent permitted by law, the Company will indemnify and hold harmless SCG and its officers, directors and each Person, if any, who controls SCG (within the meaning of the Securities Act or the Exchange Act), against any losses, claims, damages, liabilities and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case for any such loss, claim, damage, liability, expense or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG or any officer, director or controlling person thereof.

  • Indemnity by the Company The Company hereby agrees to indemnify and hold harmless Consultant and each person and affiliate associated with Consultant against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal counsel fees), and in addition to any liability the Company may otherwise have, arising out of, related to or based upon any violation of law, rule or regulation by the Company or the Company’s agents, employees, representatives or affiliates.

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