Indemnity by the Service Provider. The Service Provider hereby indemnifies, holds harmless and agrees to defend SARS and its officers, employees, agents, successors and assigns, against all claims or Losses arising from or in connection with, any of the following- Third party claims attributable to any breach of the provisions of this Agreement by the Service Provider; Third party claims attributable to theft, fraud or other unlawful activity or any negligent, wilful or fraudulent conduct by the Service Provider or the Key Personnel and claims attributable to errors and/or omissions; Third party claims arising from or related to the death or bodily injury of any agent, employee, customer, business invitee, business visitor or other person caused by the delictual conduct of the Service Provider or the Key Personnel; or Claims arising from damage to property owned or leased by SARS or belonging to a third party caused by the acts or omissions of the Service Provider or the Key Personnel.
Indemnity by the Service Provider. The Service Provider will indemnify the Client, its officers, directors, employees and representatives (each, also an “Indemnitee”) for, and will defend and hold each Indemnitee harmless from, all Losses arising out of a third party claim and relating to Service Provider’s bad faith, willful misfeasance, negligence or reckless disregard in the performance of its duties hereunder, provided, however, the liability of Service Provider for any Loss is subject to the limitations set forth in clause 6 hereof.
Indemnity by the Service Provider. The Service Provider will indemnify the Client, its affiliates and its and their respective officers, directors and employees (each, an “Indemnitee”) for, and will defend and hold each Indemnitee harmless from, all Losses imposed on, incurred by, or asserted against the Client by a third party resulting from Service Provider’s willful default, fraud or negligence except any Loss resulting from the willful default, fraud or negligence of the Client or its Indemnitees.
Indemnity by the Service Provider. The Service Provider will indemnify the Client, its affiliates and its and their respective officers, directors, employees and representatives (each, a “Client Indemnitee”) for, and will defend and hold each Client Indemnitee harmless from, all losses, costs, damages and expenses (including reasonable legal fees) incurred by the Client or such person in any action or proceeding between the Service Provider and the Client or between the Client and any third party arising from or in connection with the performance of this Agreement, imposed on, incurred by, or asserted against the Client in connection with or arising out of the breach of this Agreement or any failure to comply with the applicable standard of care in providing Services.
Indemnity by the Service Provider. 21.1 The Service Provider hereby indemnifies, holds harmless and agrees to defend SARS and its officers, employees, agents, successors-in-title, and assigns, from any and all Losses arising from, or in connection with, any of the following-
21.1.1 Third party claims attributable to any breach of the provisions of this Agreement by the Service Provider;
21.1.2 Third party claims attributable to theft, fraud or other unlawful activity or any negligent, wilful or fraudulent conduct by the Service Provider or the Key Personnel and claims attributable to errors and/or omissions;
21.1.3 Third Party claims arising from or related to the death or bodily injury of any SARS agent, employee, business invitee, or business visitor or other person on SARS’s premises caused by the negligent acts or omissions of the Service Provider or the Key Personnel; and
21.1.4 Third Party claims arising from damage to property owned or leased by SARS or a third party caused by the Service Provider’s or the Key Personnel’s negligence or misconduct.
Indemnity by the Service Provider. Each party in its capacity as a Service Provider shall fully indemnify, defend and hold harmless the other Party in its capacity as a Service Receiver, and its Affiliates and their respective directors, officers, employees and agents, from and against any and all Damages, but only to the extent that such Damages relate to, arise out of, or result from (i) the Service Provider’s intentional cessation or suspension of, or refusal to provide, a material portion of the applicable Services as required hereunder (an “Abandonment”) or (ii) the Gross Negligence or Willful Misconduct of the Service Provider or its Affiliates in the performance of Service Provider’s obligations hereunder.
Indemnity by the Service Provider. The Service Provider will indemnify the Client, its affiliates and its and their respective officers, directors, employees and representatives (each, an “Indemnitee”) for, and will defend and hold each Indemnitee harmless from, all losses, costs, damages and expenses (including reasonable legal fees) incurred by the Client or such person in any action or proceeding between the Client any third party arising from or in connection with the performance of this Agreement (each referred to as a “Loss”), imposed on, incurred by, or asserted against the Client in connection with or arising out of the Service Provider’s (or any Administrative Support Provider’s) willful misconduct, fraud, or negligence in the provision of services under the Agreement.
Indemnity by the Service Provider. 24.1 Subject to clause 22 above, the Service Provider hereby indemnifies, holds harmless and agrees to defend SARS and its officers, employees, agents, successors and assigns, against all claims or losses arising from or in connection with, any of the following-
24.1.1 Third party claims attributable to any breach of the provisions of this Agreement by the Service Provider;
24.1.2 Third party claims attributable to theft, fraud or other unlawful activity or any negligent, wilful or fraudulent conduct by the Service Provider or the Service Provider’s Personnel and claims attributable to errors and/or omissions;
24.1.3 Third party claims arising from or related to the death or bodily injury of any agent, employee, customer, business invitee, business visitor or other person caused by the delictual conduct of the Service Provider or the Service Provider’s Personnel;
24.1.4 Claims arising from infringement by the Service Provider of Intellectual Property rights of a third party;
24.1.5 Claims arising from damage to property owned or leased by SARS or belonging to a third party caused by the acts or omissions of the Service Provider or the Service Provider’s Personnel; and/or
24.1.6 Failure by the Service Provider to pay or honour any other obligation to third party suppliers engaged by itself in the execution of the Services.
Indemnity by the Service Provider. Service Provider will indemnify the Client, its Affiliates and its and their respective officers, directors, employees and representatives (each, a "CLIENT INDEMNITEE") against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit resulting from:
(i) willful misfeasance, fraud, bad faith or negligence on the part of the Service Provider or Administrative Support Provider, and arising out of, or in connection with, its duties under this Agreement, or
(ii) alleging untrue statement of a material fact contained in any Offering Document of the Client or arising out of or based upon any alleged omission to state a material fact required to be stated in any Offering Document or necessary to make the statements in any Offering Document not misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished in writing to the Client by the Service Provider specifically for use in the Offering Document. However, Service Provider shall have no liability for or obligation to indemnify a Client Indemnitee against any losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) incurred by the Client as a result of: (i) any action taken in accordance with written or oral instructions; (ii) any action taken in accordance with written or oral advice reasonably believed by Service Provider to have been given by counsel for the Client; (iii) any action taken as a result of any error or omission in any record delivered, or caused to be delivered, by the Client to Service Provider in connection with this Agreement; or (iv) any action taken in accordance with shareholder instructions which meet the standards described in the Client's current prospectus, including without limitation oral instructions which meet the standards described in the section of the prospectus dealing with telephone transactions, so long as Service Provider believes such instructions to be genuine.
Indemnity by the Service Provider. 1Without limiting the generality of Clause 22.1, the Service Provider shall fully indemnify, hold harmless and defend the Service Partner (NDMC) and the Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to:
