Mutual General Indemnity. Each Party agrees to defend, indemnify and hold harmless the other Party from any third-Party claim or action (i) for personal bodily injuries, including death, or tangible property damage resulting from the indemnifying Party’s gross negligence or willful misconduct, (as to which the exclusions and limitations of liability set out in Section 7 shall not apply) and (ii) relating to the indemnifying Party’s violation or alleged violation of export laws.
Mutual General Indemnity. Subject to the limitations in Sections 9.2 of this Agreement and the conditions set forth in Section 9.3 of this Agreement, each Indemnifying Party shall indemnify, defend, and hold the applicable Indemnified Parties harmless from and against any and all claims (including, without limitation, any and all third party claims against such Indemnified Party and damages resulting therefrom), judgments, liabilities, fines, penalties, losses, claims, actions, demands, lawsuits, costs, and expenses including, without limitation, reasonable and documented attorneys’ fees (collectively, “Losses”), incurred by such Indemnified Parties that arise out of or relate to the Indemnifying Party’s obligations under this Agreement; provided, however, that except in the case of an Indemnifying Party’s gross negligence, willful misconduct, or fraud, no Indemnified Party shall be entitled to indemnification under this Section 9 to the extent that such breach or failure occurred as a result of or in connection with the gross negligence, willful misconduct or fraud of an Indemnified Party, any failure of any representation or warranty made by an Indemnified Party in or pursuant to this Agreement to be true and correct, the non-fulfillment or non-performance of any covenant, obligation, or other agreement of an Indemnified Party contained in this Agreement, or the failure by an Indemnified Party to comply with Requirements of Law in accordance with the terms of this Agreement. For the avoidance of doubt, and without in any way limiting the foregoing, an Indemnifying Party shall reimburse each Indemnified Party for all costs incurred by them resulting from third party investigation of the acts and practices of the Indemnifying Party, its subsidiaries, and/or Affiliates, including, without limitation, expenses related to compliance with any third party subpoena or with any other discovery proceeding.
Mutual General Indemnity. Following the applicable Closing Dates, the HFC Entities and the HEP Entities, respectively, agree to indemnify, protect, defend and hold harmless each other from and against any and all Liabilities and Claims based upon, in connection with, relating to or arising out of their respective actions or inactions in connection with the operation of the Indemnifying Party’s respective assets or any failure to comply with any Applicable Laws; in any case of or by any Indemnifying Party or its subcontractors, suppliers, materialmen, employees, agents, successors and assigns, or other persons directly or indirectly employed by them, including the following:
(a) any injury to or death of any Person or the damage to or theft, destruction, loss or loss of use of, any property; or
(b) the failure to perform any covenant or agreement made or undertaken by the applicable Party in agreements with any of the other Parties.
Mutual General Indemnity. Subject to Article 9, each Indemnifying Party shall indemnify, defend and hold harmless each Indemnified Party from and against any and all Indemnified Losses based on or attributable to any Third Party Claim or threatened Third Party Claim arising under this Agreement and as a result of the negligence, gross negligence or willful misconduct of the Indemnifying Party or any of its respective officers, directors, employees, agents or subcontractors. Notwithstanding the foregoing, this Section 8.1 shall not apply to any claims or losses based on or attributable to intellectual property infringement.
Mutual General Indemnity. Subject to ARTICLE 9, each Party (“Indemnifying Party”) shall indemnify, defend and hold harmless the other Party (“Indemnified Party”) from and against any and all Indemnified Losses based on or attributable to any Third Party Claim or threatened Third Party Claim arising under this Agreement and as a result of the Indemnifying Party’s negligence, gross negligence or willful misconduct of the Indemnifying Party or any of its respective officers, directors, employees, agents or subcontractors. Notwithstanding the foregoing, this Section 8.1 shall not apply to any claims or losses based on or attributable to intellectual property infringement.
Mutual General Indemnity. Each Party (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other Party and the directors, officers, shareholders, partners, agents and employees of such other Party, and the affiliates of the same (collectively, the “Indemnified Parties”), from and against all loss, damage, expense, and liability resulting from injury to or death of persons, and damage to or loss of real or personal property, to the extent caused by or arising out of the willful misconduct or negligent acts or omissions of the Indemnifying Party, including, with respect to Host Customer as the Indemnifying Party, for any claim or liability resulting from any trespass or other access to the System not authorized in this Agreement, except to the extent caused by the Indemnified Parties or any one of them.
Mutual General Indemnity. Each party ("Indemnitor") will defend and indemnify the other party ("Indemnitee") against any and all costs, damages and expenses (including reasonable legal fees) finally awarded against Indemnitee by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Indemnitor arising out of or in connection with any claim by any third party arising out of or in connection: (i) information supplied by Indemnitor to the third party regarding the features, functionality, performance, or use of the Programs or Partner's Products (as applicable) except where either such information was supplied to Indemnitor by Indemnitee for further distribution, or such supply by Indemnitor was specifically authorized by Indemnitee in writing; (ii) any representation made by Indemnitor that Indemnitee has endorsed, warranted, or guaranteed Indemnitor's Products or Programs (as applicable) without the specific, prior written consent of Indemnitee; provided that:
(a) Indemnitee promptly notifies Indemnitor in writing no later than sixty (60) days after Indemnitee's receipt of notification of a potential claim; (b) Indemnitor may assume sole control of the defense of such claim and all related settlement negotiations; and (c) Indemnitee provides Indemnitor, at Indemnitor's request and expense, with the assistance, information and authority necessary to perform Indemnitor's obligations under this Section.
Mutual General Indemnity. Each party shall indemnify and defend the other party against all claims, suits, losses, expenses, and liabilities (including the indemnified party's reasonable attorney's fees) for personal injury, death, and tangible property damage made against the indemnified party as a result of the negligence, intentional wrongful acts, omissions where there is a duty to act, or misrepresentations of the indemnitor or any person for whose actions the indemnitor is legally liable. This indemnity is conditioned upon the indemnified party (i) giving the indemnitor prompt notice in writing of such claim, suit, proceeding or threat thereof, (ii) giving the indemnitor sole control, through counsel of its choice, to defend and/or settle such suit and (iii) giving the indemnitor all the needed information, assistance and authority, at the indemnitor's expense, to enable the indemnitor to defend or settle such suit. OEM Partner shall be solely responsible for any claims, warranties or representations made by OEM Partner or employees, agents of either OEM Partner or within the channels of distribution listed in Section 1 - Distribution Rights which differ from the warranty provided by Palm in the limited warranty included in the packaging of each Product sold or licensed hereunder, or which differ from written documentation provided by Palm.
Mutual General Indemnity. The Indemnifying Party will indemnify, defend, and hold harmless the Indemnified Party from and against any and all damages (including any and all third party claims) and (whether ordinary, direct, indirect, incidental, special, consequential or exemplary), judgments, liabilities, fines, penalties, losses, claims, actions, demands, lawsuits, costs, and expenses including, without limitation, reasonable attorneys' fees, that arise out of or relate to:
8.1.1 the negligence, willful misconduct or fraud of the Indemnifying Party;
8.1.2 the breach of the Indemnifying Party's confidentiality or security obligations;
8.1.3 the breach of the Indemnifying Party's representations, warranties or obligations; and
8.1.4 any payments, compensation, damages or other amounts, however characterized or determined, to a third party, including, without limitation, Merchants, to the extent arising out of or relating to any of the foregoing or any other breach of this Agreement by the Indemnifying Party which the Indemnified Party is obligated to pay.
Mutual General Indemnity. To the maximum extent permitted by law, each Party hereto (the “Indemnifying Party") shall defend, indemnify and hold harmless the other Party and the directors, officers, shareholders, partners, agents and employees of such other Party, and the affiliates of the same (collectively, the "Indemnified Parties"), from and against all loss, damage, expense and liability (including court costs and reasonable attorney's fees) resulting from injury to or death of persons, and damage to or loss of real or personal property, to the extent caused by or arising out of the negligent acts or omissions of the Indemnifying Party or its failure to materially comply with any provisions of this Agreement, including, with respect to Host Customer as the Indemnifying Party, for any claim or liability resulting from any trespass or other access to the System not authorized in this Agreement.
