Common use of Mutual Indemnification Clause in Contracts

Mutual Indemnification. Each Party shall defend indemnify and hold harmless the other Party, including Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all Claims of Third Parties, and all associated Losses, to the extent arising out of (a) a Party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreement.

Mutual Indemnification. Each Party shall defend indemnify will indemnify, defend, and hold harmless the other PartyParty harmless from any claim, including Affiliates and each demands, liabilities, suits, or expenses of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all Claims of Third Parties, and all associated Losses, any kind for personal injury or damage to tangible property to the extent arising out of (a) a Party’s gross from its negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreementon either party’s premises.

Mutual Indemnification. Each Party shall defend indemnify and hold harmless the other Party, including Affiliates Party and each of their respective its officers, directors, shareholders, employees, representatives, and agents, successors harmless from any loss, damages, fines, penalties and assigns from and against all Claims costs (including, but not limited to, attorneys fees) arising out of Third Partiesany third-party claims, and all associated Losses, actions or suits to the extent arising out of (a) a Party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreement.resulting from:

Mutual Indemnification. Each Party shall defend indemnify will indemnify, defend, and hold harmless the other PartyParty harmless from any claim, including Affiliates and each demands, liabilities, suits, or expenses of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all Claims of Third Parties, and all associated Losses, any kind for personal injury or damage to tangible property to the extent arising out of (a) a Party’s gross from its negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreementon either Party’s premises.

Mutual Indemnification. Each Party shall indemnify, defend indemnify and hold harmless the other Party harmless from all liabilities, costs and expenses (including, without limitation, attorneys fees) that such Party may suffer, sustain or become subject to as a result any misrepresentation or breach of warranty, covenant or agreement of the indemnifying Party contained herein or the indemnifying Party, including Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all Claims of Third Parties, and all associated Losses, to the extent arising out of (a) a Party’s 's gross negligence or willful misconduct in performing any performance of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreement.

Mutual Indemnification. Each Party of the Parties shall defend defend, indemnify and hold harmless the other Party, including Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and Party against all Claims of by a Third Parties, and all associated Losses, Party to the extent arising that they arise out of (a) a Party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a the first Party of any of its representations, warranties, covenants warranties or agreements obligations under this AgreementAgreement or from the first Party’s fraud or wilful misconduct (including such Party’s officers, directors, employees or agents).

Mutual Indemnification. Each Party shall agrees to indemnify, defend indemnify and hold harmless the other PartyParty and its Affiliates, including Affiliates and each of their respective subsidiaries, members, officers, directors, shareholders, employees, representatives, agents, successors and assigns agents from and against all Claims of Third Parties, any and all associated Lossesclaims, to the extent demands, costs, damages, settlements and liabilities (including all reasonable attorneys' fees and court costs) of any kind whatsoever, arising directly or indirectly out of (a) a Party’s gross negligence claims regarding injury to third persons or willful misconduct in performing any damage to Third Party property based upon its violation of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreementapplicable law.

Mutual Indemnification. Each Party shall defend party will indemnify and hold harmless the other Partyparty, including Affiliates and each of their respective officersthe other party's affiliates, directors, shareholders, employees, representatives, agents, successors officers and assigns employees and will hold them harmless from and against all Claims of Third Parties, any and all associated Lossesliability, to loss damages, claims or causes of action, including reasonable legal fees and expenses that may be incurred by the extent other party, arising out of (a) a Party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material related to the indemnifying party's breach by a Party of any of its representations, warranties, covenants the foregoing representations or agreements warranties or otherwise arising out of such party's performance under this Agreement.

Mutual Indemnification. Each Party Additionally, each party shall defend indemnify and hold harmless the other Partyparty and its directors, including Affiliates officers, employees and agents, and defend and save each of their respective officersthem harmless, directors, shareholders, employees, representatives, agents, successors and assigns from and against all Claims of Third Parties, any and all associated Losses, to the extent Losses arising out from or occurring as a result of (a) a Party’s gross negligence or willful misconduct in performing any breach by such party of its obligations under this Agreement, Agreement or (b) a material breach by a Party any grossly negligent act or omission or the willful misconduct of any of its representations, warranties, covenants or agreements under this Agreementsuch party.

Mutual Indemnification. Each Party shall indemnify, defend indemnify and hold harmless the other PartyParty harmless from all liabilities, including Affiliates costs and each expenses (including, without limitation, attorneys fees) that such Party may suffer, sustain or become subject to as a result any misrepresentation or breach of their respective officerswarranty, directors, shareholders, employees, representatives, agents, successors and assigns from and against all Claims covenant or agreement of Third Parties, and all associated Losses, to the extent arising out of (a) a indemnifying Party contained herein or the indemnifying Party’s gross negligence or willful misconduct in performing any performance of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreement.

Mutual Indemnification. Each Party shall defend indemnify and party agrees to indemnify, hold harmless and defend the other Partyparty from and against any claim, action, loss, liability, expense, demand, damage or judgment, including Affiliates costs and each attorneys’ fees, which arises as a result of their respective officers, directors, shareholdersor in connection with (i) any actions by a party or any of such party’s agents, employees, consultants or representatives, agents, successors and assigns from and against all Claims including a breach of Third Parties, and all associated Losses, to the extent arising out of (a) a Party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (bii) a material breach by a Party party's use or misuse of any of its representations, warranties, covenants or agreements under information obtained in connection with this Agreement.

Mutual Indemnification. Each Party party shall defend indemnify and indemnify, hold harmless and defend the other Partyand its affiliates, including Affiliates and each of their respective officers, directors, members, shareholders, employees, contractors, representatives, agents, successors and assigns (collectively, “Indemnified Party”) from and against all Claims of Third Parties, any and all associated Lossesclaims, to the extent liabilities, losses, damages, expenses and costs (including, without limitation. Reasonable attorney’s fees) (collectively, “Claims”) arising out of (a) a Party’s gross negligence breach of the representations or willful misconduct in performing warranties or any other term of its obligations under this Agreement, or (b) a material breach Agreement by a Party of any of its representations, warranties, covenants or agreements under this Agreementthe indemnifying party.

Mutual Indemnification. Each Party shall defend indemnify will indemnify, defend, and hold harmless the other Party, including Affiliates Party (and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns applicable Indemnified Parties) from and against any and all Claims of Third Partiesdamages, obligations, judgments, liabilities, fines, penalties, losses, claims, actions, demands, lawsuits, costs, and all associated Lossesexpenses including, to the extent arising reasonable attorneys' fees, that arise out of (a) a Party’s gross negligence or willful misconduct in performing relate to any of its obligations under this Agreementnegligence, intentional misconduct, or (b) a material fraud of the Indemnifying Party or the Indemnifying Party's breach by a Party of any of its representationsrepresentation, warrantieswarranty, covenants or agreements under covenant in this Agreement.

Mutual Indemnification. Each Party shall defend and does hereby expressly agree to mutually indemnify and hold harmless the other Party, including Affiliates Party and each of their respective its officers, directors, shareholders, employees, representatives, agents, successors parent and assigns from and affiliates against all Claims of Third Parties, any and all associated Lossesliabilities, to the extent costs and expenses (including, without limitation, all court costs and attorneys’ fees) arising out of (a) a or related to the indemnifying Party’s gross negligence acts or willful misconduct omissions in performing any the performance of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreement.

Mutual Indemnification. Each Party shall defend indemnify agrees to indemnify, exonerate and hold harmless the other PartyParty and its Shareholders, including Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors employees and assigns agents (each an “Indemnitee”) free and harmless from and against any and all Claims of Third Partiesthird party claims brought against them, and any and all associated Lossesdamages suffered or incurred by any Indemnitee, as a result of or to the extent arising out of (a) a relating to the other Party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under representation and warranties in this Agreement.

Mutual Indemnification. Each Party party shall indemnify, defend indemnify and hold harmless the other Partyparty, including Affiliates and each of their the other party’s respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all Claims of Third Parties, and all associated Losses, to the extent Losses arising out of (a) a Partyor resulting from any third party claim, suit, action or other proceeding related to or arising out of or resulting from the other party’s gross negligence breach of any representation, warranty, covenant or willful misconduct in performing any of its obligations obligation under this Agreement, or Agreement (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreementeach an “Action”).

Mutual Indemnification. Each Party shall indemnify, defend indemnify and hold harmless the other PartyParty harmless from all liabilities, including Affiliates costs and each expenses (including, without limitation, attorney’s fees) that such Party may suffer, sustain or become subject to as a result any misrepresentation or breach of their respective officerswarranty, directors, shareholders, employees, representatives, agents, successors and assigns from and against all Claims covenant or agreement of Third Parties, and all associated Losses, to the extent arising out of (a) a indemnifying Party contained herein or the indemnifying Party’s gross negligence or willful misconduct in performing any performance of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreement.

Mutual Indemnification. Each Party The Parties shall defend indemnify defend, indemnify, and hold harmless the other Partyeach other, including Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all Claims claims of Third Partiesthird parties, and all associated Losseslosses, to the extent arising out of (a) a Party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreement.

Mutual Indemnification. Each Party shall defend indemnify indemnify, defend, and hold harmless the each and every other Party, including Affiliates and each of their respective its officers, directorsagents and employees from all suits, shareholders, employees, representatives, agents, successors and assigns from and against all Claims of Third Parties, and all associated Losses, to the extent arising out of (a) a Party’s gross negligence claims or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a Party liabilities of any nature, including attorney fees, costs and expenses, for or on account of injuries or damages sustained by any person or property resulting from acts or omissions of said Party, its representations, warranties, covenants agents or agreements employees in connection with performance under this Agreement.

Mutual Indemnification. Each Party shall defend indemnify and hold harmless the other Party, including its Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors agents and assigns employees harmless from and against all any Claims of Third Parties, and all associated Losses, to against them arising or resulting from the extent arising out of (a) a Party’s gross negligence or willful misconduct or breach of this Agreement by such Party; except in performing any each case to the extent such Claims result from the negligence or willful misconduct or breach of its obligations under this Agreement, or (b) a material breach Agreement by a Party of any of its representations, warranties, covenants or agreements under this Agreementsuch other Party.

Mutual Indemnification. Each Party party shall indemnify, defend indemnify and hold harmless the other Party, including Affiliates party and each of their respective its officers, directors, shareholders, employees, representatives, agents, successors and assigns from and (each, an “Indemnitee”) against all Claims of Third Parties, and all associated Losses, to the extent Losses arising out of (a) a Partyor resulting from any third party claim, suit, action or proceeding related to or arising out of or resulting from the party’s gross negligence breach of any representation, warranty, covenant or willful misconduct in performing any of its obligations obligation under this Agreement, or Agreement (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreementeach an “Action”).

Mutual Indemnification. Each Party shall defend party agrees to defend, indemnify and hold harmless the other Party, including Affiliates and each of their respective its officers, directors, shareholdersagents, employees, representatives, agentsaffiliates, successors and assigns from harmless for all losses, liabilities, claims and against all Claims of Third Partiesexpenses whatsoever, and all associated Lossesincluding attorneys’ fees, to the extent arising out of any act or omission of the indemnifying Party (aincluding its agents, employees, Students and other affiliated persons and representatives) a Party’s gross negligence or willful misconduct in performing any of its obligations under this Agreementrelating to, arising out of, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under in connection with this AgreementAgreement and the services to be provided hereunder.

Mutual Indemnification. Each Party of the Parties shall defend indemnify and hold harmless the other Party, including Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and Party against all Claims of Third Parties, and all associated Losses, to the extent arising insofar as they arise out of (a) a Party’s gross negligence or willful misconduct in performing connection with any of its obligations under this Agreement, or (b) a material breach by a the first Party of any of its representations, warranties, covenants obligations or agreements warranties under this AgreementAgreement or from the first Party’s fraud or wilful misconduct.

Mutual Indemnification. Each Party party shall defend indemnify indemnify, defend, and hold harmless the other Party, including Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns party harmless from and against all Claims of Third Partiesany liability, and all associated Lossesclaims, demands, damages, costs, fines, penalties or expenses whatsoever imposed by any governmental agency having jurisdiction, to the extent arising out caused by or contributed to by the failure of (a) a Party’s gross negligence or willful misconduct in performing any of such party, its obligations under this Agreementemployees, contractors, agents, authorized representatives, or (b) a material breach by a Party of business invitees to comply with any of its representationsapplicable governmental rule or regulation including, warrantiesbut not limited to, covenants those rules or agreements under this Agreementregulations applicable to CUSTOMER-Designated Trucks.

Mutual Indemnification. Each Party The Parties shall defend indemnify defend, indemnify, and hold one another harmless from all claims, liabilities, suits, losses, damages and governmental enforcement actions to which either party may be subjected as a result of the other Party’s failure, including Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all Claims of Third Parties, and all associated Lossesany kind, to the extent arising out abide by or comply with any provisions of (a) a Party’s gross negligence this agreement or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreementapplicable law.

Mutual Indemnification. Each Party shall defend indemnify and defend, hold harmless and indemnify the other Party, including Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all Claims of Third Parties, any and all associated LossesLiabilities in connection with claims for personal injury of either Party’s employees or contractors, to the extent arising out of (a) a Party’s such Liabilities result from the gross negligence or willful intentional misconduct of the indemnifying Party, its employees, contractors or invitees in performing any of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under connection with this Agreement.

Mutual Indemnification. Each Party party shall defend indemnify indemnify, defend, and hold harmless the other Partyparty, including Affiliates its parent, affiliates, agents and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns harmless from and against all Claims of Third Parties, any and all associated Lossesclaims, to the extent actions, liabilities, losses, costs and expenses arising out of from or in connection with (a) a Partysuch party’s gross negligence or willful misconduct in performing any breach of its obligations under this Agreement, including but not limited to its representations and warranties; or (b) a material breach by a Party such party’s gross negligent acts or omissions. Each party agrees to give the other party prompt written notice of any claims, to tender the defense and settlement of its representations, warranties, covenants or agreements under this Agreementsuch claim.

Mutual Indemnification. Each Party party shall defend indemnify defend, indemnify, and hold harmless the other Party, including Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns harmless from and against all Claims of Third Parties, any and all associated Lossesclaims, to the extent arising out of (a) a Party’s gross negligence or willful misconduct in performing any of its obligations under this Agreementlawsuits, or (b) a material breach by a Party of any of its representationsactions for damages, warrantiescosts, covenants losses or agreements under expenses arising from the indemnifying party’s actions pursuant to this Agreement.

Mutual Indemnification. Each Party shall defend indemnify and hold harmless the other Party, including Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all Claims of Third Parties, and all associated Losses, to the extent arising out of (a) a Party’s 's gross negligence or willful misconduct in performing any of its obligations under this Agreement, Agreement ,or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreement.

Mutual Indemnification. Each Party The Parties shall defend indemnify defend, indemnify, and hold harmless the other Partyeach other, including Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all Claims of Third Partiesparties, and all associated Losseslosses, to the extent arising out of (a) a Party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreement.

Mutual Indemnification. Each Party shall defend indemnify party hereby agrees to defend, indemnify, and hold harmless the other Party, including Affiliates Party and each of its affiliates and their respective officers, directors, shareholdersofficers, employees, representatives, agents, successors and assigns agents from and against any and all Claims of Third Partiesliabilities, expenses, and all associated Losseslosses, including reasonable legal expenses and attorneys’ fees arising from any claim, demand, action, suit, or other proceeding by any Third Party to the extent arising same arises out of (a) a Party’s gross negligence or willful misconduct in performing any relates to the development, commercialization or use of an Invention under the Step-In Patents or Non-Step-In Patents by the indemnifying Party or its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreementaffiliates.

Mutual Indemnification. Each Party (the “Indemnitor”) shall defend indemnify indemnify, defend, and hold harmless the other Party, including its Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns Representatives (the “Indemnitee”) from and against all Claims of Third Parties, any and all associated Lossesthird party claims for damages, losses, costs, expenses or other claims (including reasonable attorneys’ fees and court costs) arising from or related to any gross negligence, willful misconduct, fraudulent activities or unlawful acts taken by Indemnitor under or related to the extent arising out of (a) a Party’s gross negligence Services or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreement.