Common use of Mutual Indemnification Clause in Contracts

Mutual Indemnification. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SECTION 17, EACH PARTY (AN “INDEMNIFYING PARTY”) SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND THE OTHER PARTY, ITS AFFILIATES AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND PERMITTED ASSIGNS (COLLECTIVELY, “INDEMNIFIED PARTY”) FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DEFICIENCIES, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, FINES, CAUSES OF ACTION, DAMAGES, LIABILITIES, COSTS, PENALTIES, TAXES, ASSESSMENTS, CHARGES, PUNITIVE DAMAGES AND EXPENSES OF WHATEVER KIND, INCLUDING REASONABLE ATTORNEYS’ FEES, THAT ARE INCURRED BY INDEMNIFIED PARTY (COLLECTIVELY, “LOSSES”) AS A RESULT OF ANY (i) BREACH OR NON-FULFILLMENT OF ANY REPRESENTATION, WARRANTY OR COVENANT UNDER THE AGREEMENT BY INDEMNIFYING PARTY; (ii) NEGLIGENT OR MORE CULPABLE ACT OR OMISSION OF INDEMNIFYING PARTY (INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT) IN PERFORMING ITS OBLIGATIONS UNDER THE AGREEMENT;

Mutual Indemnification. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SECTION 1722, EACH PARTY (AN “INDEMNIFYING PARTY”) SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND THE OTHER PARTY, ITS AFFILIATES AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND PERMITTED ASSIGNS (COLLECTIVELY, “INDEMNIFIED PARTY”) FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DEFICIENCIES, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, FINES, CAUSES OF ACTION, DAMAGES, LIABILITIES, COSTS, PENALTIES, TAXES, ASSESSMENTS, CHARGES, PUNITIVE DAMAGES AND EXPENSES OF WHATEVER KIND, INCLUDING REASONABLE ATTORNEYS’ FEES, THAT ARE INCURRED BY INDEMNIFIED PARTY (COLLECTIVELY, “LOSSES”) AS A RESULT OF ANY (i) BREACH OR NON-FULFILLMENT OF ANY REPRESENTATION, WARRANTY OR COVENANT UNDER THE AGREEMENT BY INDEMNIFYING PARTY; (ii) NEGLIGENT OR MORE CULPABLE ACT OR OMISSION OF INDEMNIFYING PARTY (INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT) IN PERFORMING ITS OBLIGATIONS UNDER THE AGREEMENT;

Mutual Indemnification. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SECTION 1719, EACH PARTY (AN AS “INDEMNIFYING PARTY”) SHALL INDEMNIFY, HOLD HARMLESS, HARMLESS AND DEFEND THE OTHER PARTY, ITS AFFILIATES AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND PERMITTED ASSIGNS (COLLECTIVELY, “INDEMNIFIED PARTY”) FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DEFICIENCIES, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, FINES, CAUSES OF ACTION, DAMAGES, LIABILITIES, COSTS, PENALTIES, TAXES, ASSESSMENTS, CHARGES, PUNITIVE DAMAGES AND EXPENSES (INCLUDING ATTORNEYS’ FEES) OF WHATEVER KIND, INCLUDING REASONABLE ATTORNEYS’ FEES, THAT ARE INCURRED BY INDEMNIFIED PARTY (COLLECTIVELY, “LOSSES”) AS A RESULT OF ANY (i) BREACH OR NON-FULFILLMENT OF ANY REPRESENTATION, WARRANTY OR COVENANT UNDER THE THIS AGREEMENT BY INDEMNIFYING PARTY; (ii) NEGLIGENT OR MORE CULPABLE ACT OR OMISSION OF INDEMNIFYING PARTY (INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT) IN PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT; (iii) BODILY INJURY, DEATH OF ANY PERSON OR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY CAUSED BY THE AGREEMENT;NEGLIGENT OR MORE CULPABLE ACTS OR OMISSIONS OF INDEMNIFYING PARTY (INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT); OR

Mutual Indemnification. SUBJECT 18.01 TO THE TERMS AND CONDITIONS SET FORTH IN SECTION 17EXTENT PERMITTED BY LAW, THE PARTIES AGREE TO COMPLY WITH THE FOLLOWING MUTUAL INDEMNITY PROVISION: TO THE EXTENT PERMITTED BY LAW, EACH PARTY (AN “INDEMNIFYING PARTY”) SHALL COVENANTS AND AGREES TO FULLY INDEMNIFY, DEFEND AND HOLD HARMLESS, AND DEFEND THE OTHER PARTYPARTY AND THE ELECTED OFFICIALS, ITS AFFILIATES AND THEIR RESPECTIVE OWNERSEMPLOYEES, OFFICERS, DIRECTORS, EMPLOYEESVOLUNTEERS AND REPRESENTATIVES OF THE OTHER PARTY, AGENTS, SUCCESSORS INDIVIDUALLY AND PERMITTED ASSIGNS (COLLECTIVELY, “INDEMNIFIED PARTY”) FROM AND AGAINST ANY AND ALL COSTS, CLAIMS, LIENS, DAMAGES, LOSSES, DEFICIENCIESEXPENSES, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDSFEES, FINES, PENALTIES, PROCEEDINGS, ACTIONS, DEMANDS, CAUSES OF ACTION, DAMAGES, LIABILITIES, COSTS, PENALTIES, TAXES, ASSESSMENTS, CHARGES, PUNITIVE DAMAGES LIABILITY AND EXPENSES SUITS OF WHATEVER KINDANY KIND AND NATURE, INCLUDING REASONABLE ATTORNEYS’ FEESBUT NOT LIMITED TO, THAT PERSONAL OR BODILY INJURY, DEATH AND PROPERTY DAMAGE, MADE UPON THE OTHER PARTY DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM OR RELATED TO THE ACTIVITIES UNDER THIS AGREEMENT, INCLUDING ANY ACTS OR OMISSIONS OF EITHER PARTY, ANY AGENT, OFFICER, DIRECTOR, REPRESENTATIVE, EMPLOYEE, CONSULTANT OR SUBCONTRACTOR OF EITHER PARTY, AND THEIR RESPECTIVE OFFICERS, AGENTS EMPLOYEES, DIRECTORS AND REPRESENTATIVES WHILE IN THE EXERCISE OF THE RIGHTS OR PERFORMANCE OF THE DUTIES UNDER THIS AGREEMENT. THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE NEGLIGENCE OF THE EITHER PARTY, ITS OFFICERS OR EMPLOYEES, IN INSTANCES WHERE SUCH NEGLIGENCE CAUSES PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE. IN THE EVENT OP AND THE DISTRICT ARE INCURRED FOUND JOINTLY LIABLE BY INDEMNIFIED A COURT OF COMPETENT JURISDICTION, LIABILITY SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE DISTRICT OR THE OP UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS MUTUAL INDEMNIFICATION ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. EACH PARTY (COLLECTIVELY, “LOSSES”) AS A RESULT SHALL ADVISE THE OTHER PARTY IN WRITING WITHIN 24 HOURS OF ANY (i) BREACH CLAIM OR NON-FULFILLMENT DEMAND KNOWN BY THE PART THAT IS AGAINST THE EITHER PARTY AND IS RELATED TO OR ARISING OUT OF ANY REPRESENTATION, WARRANTY OR COVENANT THE ACTIVITIES UNDER THE AGREEMENT BY INDEMNIFYING PARTY; (ii) NEGLIGENT OR MORE CULPABLE ACT OR OMISSION OF INDEMNIFYING PARTY (INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT) IN PERFORMING ITS OBLIGATIONS UNDER THE THIS AGREEMENT;.

Mutual Indemnification. SUBJECT SELLER AND PURCHASER AGREE TO INDEMNIFY EACH OTHER AGAINST, AND HOLD EACH OTHER HARMLESS FROM, ALL LIABILITIES (INCLUDING REASONABLE ATTORNEYS' FEES IN DEFENDING AGAINST CLAIMS) ARISING OUT OF THE OWNERSHIP, OPERATION OR MAINTENANCE OF THE PROPERTY FOR THEIR RESPECTIVE PERIOD OF OWNERSHIP. SUCH RIGHTS TO INDEMNIFICATION WILL NOT ARISE TO THE TERMS AND CONDITIONS SET FORTH EXTENT THAT (A) THE PARTY SEEKING INDEMNIFICATION ACTUALLY RECEIVES INSURANCE PROCEEDS OR OTHER CASH PAYMENTS DIRECTLY ATTRIBUTABLE TO THE LIABILITY IN SECTION 17, EACH PARTY QUESTION (AN “INDEMNIFYING PARTY”) SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND NET OF THE OTHER PARTY, ITS AFFILIATES AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND PERMITTED ASSIGNS (COLLECTIVELY, “INDEMNIFIED PARTY”) FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DEFICIENCIES, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, FINES, CAUSES COST OF ACTION, DAMAGES, LIABILITIES, COSTS, PENALTIES, TAXES, ASSESSMENTS, CHARGES, PUNITIVE DAMAGES AND EXPENSES OF WHATEVER KINDCOLLECTION, INCLUDING REASONABLE ATTORNEYS’ ' FEES, ); OR (B) THE CLAIM FOR INDEMNIFICATION ARISES OUT OF THE ACT OR NEGLECT OF THE PARTY SEEKING INDEMNIFICATION. IF AND TO THE EXTENT THAT ARE INCURRED BY THE INDEMNIFIED PARTY (COLLECTIVELYHAS INSURANCE COVERAGE, “LOSSES”) OR THE RIGHT TO MAKE A CLAIM AGAINST ANY THIRD PARTY FOR ANY AMOUNT TO BE INDEMNIFIED AGAINST AS A RESULT OF ANY (i) BREACH OR NON-FULFILLMENT OF ANY REPRESENTATIONSET FORTH ABOVE, WARRANTY OR COVENANT UNDER THE AGREEMENT INDEMNIFIED PARTY WILL, UPON FULL PERFORMANCE BY INDEMNIFYING PARTY; (ii) NEGLIGENT OR MORE CULPABLE ACT OR OMISSION OF THE INDEMNIFYING PARTY (INCLUDING ANY RECKLESS OF ITS INDEMNIFICATION OBLIGATIONS, ASSIGN SUCH RIGHTS TO THE INDEMNIFYING PARTY OR, IF SUCH RIGHTS ARE NOT ASSIGNABLE, THE INDEMNIFIED PARTY WILL DILIGENTLY PURSUE SUCH RIGHTS BY APPROPRIATE LEGAL ACTION OR WILLFUL MISCONDUCT) IN PERFORMING ITS OBLIGATIONS UNDER PROCEEDING AND ASSIGN THE AGREEMENT;RECOVERY AND/OR RIGHT OF RECOVERY TO THE INDEMNIFYING PARTY TO THE EXTENT OF THE INDEMNIFICATION PAYMENT MADE BY SUCH PARTY.

Mutual Indemnification. SUBJECT 18.01 TO THE TERMS AND CONDITIONS SET FORTH IN SECTION 17EXTENT PERMITTED BY LAW, THE PARTIES AGREE TO COMPLY WITH THE FOLLOWING MUTUAL INDEMNITY PROVISION: TO THE EXTENT PERMITTED BY LAW, EACH PARTY (AN “INDEMNIFYING PARTY”) SHALL COVENANTS AND AGREES TO FULLY INDEMNIFY, DEFEND AND HOLD HARMLESS, AND DEFEND THE OTHER PARTYPARTY AND THE ELECTED OFFICIALS, ITS AFFILIATES AND THEIR RESPECTIVE OWNERSEMPLOYEES, OFFICERS, DIRECTORS, EMPLOYEESVOLUNTEERS AND REPRESENTATIVES OF THE OTHER PARTY, AGENTS, SUCCESSORS INDIVIDUALLY AND PERMITTED ASSIGNS (COLLECTIVELY, “INDEMNIFIED PARTY”) FROM AND AGAINST ANY AND ALL COSTS, CLAIMS, LIENS, DAMAGES, LOSSES, DEFICIENCIESEXPENSES, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDSFEES, FINES, PENALTIES, PROCEEDINGS, ACTIONS, DEMANDS, CAUSES OF ACTION, DAMAGES, LIABILITIES, COSTS, PENALTIES, TAXES, ASSESSMENTS, CHARGES, PUNITIVE DAMAGES LIABILITY AND EXPENSES SUITS OF WHATEVER KINDANY KIND AND NATURE, INCLUDING REASONABLE ATTORNEYS’ FEESBUT NOT LIMITED TO, THAT PERSONAL OR BODILY INJURY, DEATH AND PROPERTY DAMAGE, MADE UPON THE OTHER PARTY DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM OR RELATED TO THE ACTIVITIES UNDER THIS AGREEMENT, INCLUDING ANY ACTS OR OMISSIONS OF EITHER PARTY, ANY AGENT, OFFICER, DIRECTOR, REPRESENTATIVE, EMPLOYEE, CONSULTANT OR SUBCONTRACTOR OF EITHER PARTY, AND THEIR RESPECTIVE OFFICERS, AGENTS EMPLOYEES, DIRECTORS AND REPRESENTATIVES WHILE IN THE EXERCISE OF THE RIGHTS OR PERFORMANCE OF THE DUTIES UNDER THIS AGREEMENT. THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE NEGLIGENCE OF THE EITHER PARTY, ITS OFFICERS OR EMPLOYEES, IN INSTANCES WHERE SUCH NEGLIGENCE CAUSES PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE. IN THE EVENT OP AND THE DISTRICT ARE INCURRED FOUND JOINTLY LIABLE BY INDEMNIFIED A COURT OF COMPETENT JURISDICTION, LIABILITY SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE DISTRICT OR THE OP UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS MUTUAL INDEMNIFICATION ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. EACH PARTY (COLLECTIVELY, “LOSSES”) AS A RESULT SHALL ADVISE THE OTHER PARTY IN WRITING WITHIN 24 HOURS OF ANY (i) BREACH CLAIM OR NON-FULFILLMENT DEMAND KNOWN BY THE PART THAT IS AGAINST THE EITHER PARTY AND IS RELATED TO OR ARISING OUT OF ANY REPRESENTATION, WARRANTY OR COVENANT THE ACTIVITIES UNDER THE AGREEMENT BY INDEMNIFYING PARTY; (ii) NEGLIGENT OR MORE CULPABLE ACT OR OMISSION OF INDEMNIFYING PARTY (INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT) IN PERFORMING ITS OBLIGATIONS UNDER THE THIS AGREEMENT;.

Mutual Indemnification. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SECTION 17UNLESS PROHIBITED BY APPLICABLE LAW, EACH PARTY (AN “INDEMNIFYING PARTY”) SHALL INDEMNIFYSHALL, AT ITS SOLE COST AND EXPENSE, DEFEND, INDEMNIFY (OR AT ITS OPTION SETTLE) AND HOLD HARMLESSHARMLESS THE OTHER PARTY FROM AND AGAINST ANY CLAIM, AND DEFEND ASSERTION, ACTION, LOSS, EXPENSE, DAMAGES OR LIABILITIES (INCLUDING REASONABLE ATTORNEYS' FEES) AWARDED BY A COURT OF COMPETENT JURISDICTION, SOLELY TO THE EXTENT ARISING OUT OF THIRD PARTY CLAIMS BROUGHT AGAINST THE OTHER PARTY, ITS AFFILIATES AND THEIR RESPECTIVE OWNERSDIRECTORS, OFFICERS, DIRECTORSSHAREHOLDERS, AND EMPLOYEES, AGENTS, SUCCESSORS AND PERMITTED ASSIGNS (COLLECTIVELY, EACH AN “INDEMNIFIED PARTY”), ARISING OUT OF OR INCIDENT TO: (A) FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DEFICIENCIES, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, FINES, CAUSES A PARTY'S BREACH OF ACTION, DAMAGES, LIABILITIES, COSTS, PENALTIES, TAXES, ASSESSMENTS, CHARGES, PUNITIVE DAMAGES AND EXPENSES OF WHATEVER KIND, INCLUDING REASONABLE ATTORNEYS’ FEES, THAT ARE INCURRED BY INDEMNIFIED PARTY (COLLECTIVELY, “LOSSES”) AS A RESULT OF ANY (i) BREACH OR NON-FULFILLMENT OF ANY REPRESENTATION, WARRANTY OR COVENANT ITS CONFIDENTIALITY OBLIGATIONS UNDER THE AGREEMENT BY INDEMNIFYING PARTYTHIS AGREEMENT; (iiB) NEGLIGENT FOR BSM ONLY, A THIRD PARTY CLAIM (AND FOR GREATER CERTAINTY NOT CUSTOMER, OR MORE CULPABLE ACT OR OMISSION OF INDEMNIFYING PARTY A CUSTOMER AFFILIATE AS THE CASE MAY BE) THAT AN FLEX PRODUCT (INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCTRELATED SERVICES) INFRINGES THAT THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS; (C) FOR BSM ONLY, ANY FAILURE OF FLEX PRODUCTS SOLD BY BSM HEREUNDER TO COMPLY WITH ANY SAFETY STANDARD BUT SOLELY TO THE EXTENT CAUSED BY A BREACH OF THE WARRANTIES SET FORTH IN PERFORMING ITS OBLIGATIONS UNDER THE SECTIONS 1.1 AND 1.2 OF SCHEDULE “A” TO THIS AGREEMENT;.

Mutual Indemnification. SUBJECT EACH PARTY AGREES TO THE TERMS AND CONDITIONS SET FORTH IN SECTION 17FULLEST EXTENT PERMITTED BY LAW SHALL AT ALL TIMES DEFEND, EACH PARTY (AN “INDEMNIFYING PARTY”) SHALL INDEMNIFY, PAY, SAVE AND HOLD HARMLESS, AND DEFEND THE OTHER PARTY, ITS PARTIES AND ANY OF THEIR AFFILIATES AND EACH OF THEIR RESPECTIVE OWNERSAGENCIES, EMPLOYEES, OFFICERS, DIRECTORS, EMPLOYEESMEMBERS, AGENTSSHAREHOLDERS, NOMINEES, CONSULTANTS, SUCCESSORS AND PERMITTED ASSIGNS (COLLECTIVELY, THE “MUTUALLY INDEMNIFIED PARTYPARTIES”) HARMLESS FROM EACH AND AGAINST ANY AND ALL CLAIMSLIABILITIES, DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES), COSTS, EXPENSES, SUITS, CIVIL OR ALTERNATIVE DISPUTE RESOLUTION PROCEEDING, LOSSES, DEFICIENCIESCLAIMS, JUDGMENTSACTIONS, SETTLEMENTSVIOLATIONS, INTERESTFINES AND PENALTIES (INCLUDING WITHOUT LIMITATION, AWARDS, FINES, CAUSES OF ACTION, DAMAGES, LIABILITIES, COURT COSTS, PENALTIESREASONABLE ATTORNEY’S FEES AND ANY OTHER REASONABLE COSTS OF LITIGATION) (HEREINAFTER COLLECTIVELY, TAXESTHE “CLAIMS”) THAT ANY OF THE MUTUALLY INDEMNIFIED PARTIES MAY SUFFER, ASSESSMENTSSUSTAIN OR INCUR TO THE EXTENT DIRECTLY CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE MUTUALLY INDEMNIFIED PARTIES ARISING OUT OF THIS AGREEMENT. ADDITIONALLY, CHARGESCLIENT SHALL INDEMNIFY MSP FROM ANY AND ALL CLAIMS FILED BY THIRD PARTIES FOR DAMAGE, PUNITIVE DAMAGES AND EXPENSES COMPROMISE OR LOSS OF WHATEVER KINDDATA, INCLUDING REASONABLE ATTORNEYS’ FEESWITHOUT LIMITATION HIPAA OR PRIVACY CLAIMS, PRIOR TO THE COMPLETION OF CLIENT ONBOARDING BY MSP AND FOR ANY CLAIM FOR DAMAGE OR LOSS THAT COULD HAVE BEEN PREVENTED BUT FOR CLIENT’S WRITTEN DECLINATION OF PRODUCTS OR SERVICES RECOMMENDED BY MSP. THE PRECEDING INDEMNIFICATION OBLIGATIONS ARE INCURRED BY CONDITIONED ON ANY OF THE INDEMNIFIED PARTIES: (I) NOTIFYING THE INDEMNIFYING PARTY (COLLECTIVELY, “LOSSES”) AS A RESULT PROMPTLY IN WRITING OF ANY (i) BREACH OR NON-FULFILLMENT OF ANY REPRESENTATION, WARRANTY OR COVENANT UNDER THE AGREEMENT BY INDEMNIFYING PARTYSUCH ACTION; (iiII) NEGLIGENT OR MORE CULPABLE ACT OR OMISSION REASONABLY COOPERATING AND ASSISTING IN SUCH DEFENSE; AND (III) GIVING SOLE CONTROL OF THE DEFENSE AND ANY RELATED SETTLEMENT NEGOTIATIONS TO THE INDEMNIFYING PARTY (INCLUDING WITH THE UNDERSTANDING THAT THE INDEMNIFYING PARTY MAY NOT SETTLE ANY RECKLESS CLAIM IN A MANNER THAT ADMITS GUILT OR WILLFUL MISCONDUCT) IN PERFORMING ITS OBLIGATIONS UNDER OTHERWISE PREJUDICES THE AGREEMENT;INDEMNIFIED PARTY, WITHOUT CONSENT.

Mutual Indemnification. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SECTION 1719, EACH PARTY (AN AS “INDEMNIFYING PARTY”) SHALL INDEMNIFY, HOLD HARMLESS, HARMLESS AND DEFEND THE OTHER PARTY, ITS AFFILIATES AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND PERMITTED ASSIGNS (COLLECTIVELY, “INDEMNIFIED PARTY”) FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DEFICIENCIES, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, FINES, CAUSES OF ACTION, DAMAGES, LIABILITIES, COSTS, PENALTIES, TAXES, ASSESSMENTS, CHARGES, PUNITIVE DAMAGES AND EXPENSES (INCLUDING ATTORNEYS’ FEES) OF WHATEVER KIND, INCLUDING REASONABLE ATTORNEYS’ FEES, THAT ARE INCURRED BY INDEMNIFIED PARTY (COLLECTIVELY, “LOSSES”) AS A RESULT OF ANY (i) BREACH OR NON-FULFILLMENT OF ANY REPRESENTATION, WARRANTY OR COVENANT UNDER THE AGREEMENT THIS CVA BY INDEMNIFYING PARTY; (ii) NEGLIGENT OR MORE CULPABLE ACT OR OMISSION OF INDEMNIFYING PARTY (INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT) IN PERFORMING ITS OBLIGATIONS UNDER THE AGREEMENT;

Mutual Indemnification. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SECTION 1719, EACH PARTY (AN AS “INDEMNIFYING PARTY”) SHALL INDEMNIFY, HOLD HARMLESS, HARMLESS AND DEFEND THE OTHER PARTY, ITS AFFILIATES AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND PERMITTED ASSIGNS (COLLECTIVELY, “INDEMNIFIED PARTY”) FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DEFICIENCIES, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, FINES, CAUSES OF ACTION, DAMAGES, LIABILITIES, COSTS, PENALTIES, TAXES, ASSESSMENTS, CHARGES, PUNITIVE DAMAGES AND EXPENSES (INCLUDING ATTORNEYS’ FEES) OF WHATEVER KIND, INCLUDING REASONABLE ATTORNEYS’ FEES, THAT ARE INCURRED BY INDEMNIFIED PARTY (COLLECTIVELY, “LOSSES”) AS A RESULT OF ANY (i) BREACH OR NON-FULFILLMENT OF ANY REPRESENTATION, WARRANTY OR COVENANT UNDER THE AGREEMENT THIS CSA BY INDEMNIFYING PARTY; (ii) NEGLIGENT OR MORE CULPABLE ACT OR OMISSION OF INDEMNIFYING PARTY (INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT) IN PERFORMING ITS OBLIGATIONS UNDER THE AGREEMENT;

Mutual Indemnification. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SECTION 1720, EACH PARTY (AN AS “INDEMNIFYING PARTY”) SHALL INDEMNIFY, HOLD HARMLESS, HARMLESS AND DEFEND THE OTHER PARTY, ITS AFFILIATES AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND PERMITTED ASSIGNS (COLLECTIVELY, “INDEMNIFIED PARTY”) FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DEFICIENCIES, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, FINES, CAUSES OF ACTION, DAMAGES, LIABILITIES, COSTS, PENALTIES, TAXES, ASSESSMENTS, CHARGES, PUNITIVE DAMAGES AND EXPENSES (INCLUDING ATTORNEYS’ FEES) OF WHATEVER KIND, INCLUDING REASONABLE ATTORNEYS’ FEES, THAT ARE INCURRED BY INDEMNIFIED PARTY (COLLECTIVELY, “LOSSES”) AS A RESULT OF ANY (i) BREACH OR NON-FULFILLMENT OF ANY REPRESENTATION, WARRANTY OR COVENANT UNDER THE AGREEMENT THIS CVA BY INDEMNIFYING PARTY; (ii) NEGLIGENT OR MORE CULPABLE ACT OR OMISSION OF INDEMNIFYING PARTY (INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT) IN PERFORMING ITS OBLIGATIONS UNDER THIS CVA; (iii) BODILY INJURY, DEATH OF ANY PERSON OR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY CAUSED BY THE AGREEMENT;NEGLIGENT OR MORE CULPABLE ACTS OR OMISSIONS OF INDEMNIFYING PARTY (INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT); OR (iv) FAILURE BY INDEMNIFYING PARTY TO COMPLY WITH ANY APPLICABLE FEDERAL, STATE OR LOCAL LAWS, REGULATIONS OR CODESIN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS CVA.

Mutual Indemnification. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SECTION 17, EACH PARTY (AN “THE "INDEMNIFYING PARTY”") SHALL INDEMNIFY, AGREES TO INDEMNIFY AND HOLD HARMLESS, AND DEFEND HARMLESS THE OTHER PARTY, ITS AFFILIATES AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTSAGENTS AND ITS AND THEIR RESPECTIVE HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND PERMITTED ASSIGNS (COLLECTIVELY, “THE "INDEMNIFIED PARTY”PARTIES") FROM AND AGAINST ANY AND ALL CLAIMSLIABILITIES, LOSSES, DEFICIENCIESDAMAGES, CLAIMS, DEMANDS, SUITS, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, FINES, CAUSES OF ACTION, DAMAGES, LIABILITIES, COSTS, PENALTIES, TAXES, ASSESSMENTS, CHARGES, PUNITIVE DAMAGES COSTS AND EXPENSES OF WHATEVER KIND, (INCLUDING REASONABLE ATTORNEYS’ FEES, THAT ARE ' FEES AND COSTS OF ANY INVESTIGATION OR ACTION RELATED THERETO) ("LOSSES") SUFFERED OR INCURRED BY THE INDEMNIFIED PARTY PARTIES (COLLECTIVELY, “LOSSES”1) AS A RESULT OF ANY THE INDEMNIFYING PARTY'S FAILURE TO PERFORM OR IMPROPER PERFORMANCE OF THIS AGREEMENT; OR (iII) FROM THE BREACH OR NON-FULFILLMENT INCORRECTNESS OF ANY REPRESENTATION, REPRESENTATION OR WARRANTY OR COVENANT UNDER MADE HEREIN BY THE AGREEMENT BY INDEMNIFYING PARTY; (ii) NEGLIGENT . FURTHER, CMLC SHALL INDEMNIFY AND HOLD PMG HARMLESS FROM ANY LOSSES ARISING OUT OF ANY SCRIPTS AND/OR MORE CULPABLE ACT SUPPORT MATERIALS PROVIDED OR OMISSION OF INDEMNIFYING PARTY (APPROVED BY CMLC AND HEREBY RELEASES PMG FROM ANY LOSSES IN CONNECTION THEREWITH. THIS SECTION FURTHER INCLUDES ALL FINES INCURRED BY PMG REGARDING REGISTRATION DUE TO CMLCS FAILURE TO COMPLY IN A TIMELY MANNER WITH STATE REGISTRATION REQUIREMENTS INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT) IN PERFORMING ITS OBLIGATIONS UNDER THE AGREEMENT;BUT NOT LIMITED TO SOLICITATION NOTICES AND FINANCIAL STATEMENTS. Propel Management Group, Inc. Master Services Agreement