Participant Indemnification. To the greatest extent permitted by law, Participant agrees to indemnify, defend, hold harmless and release PGE, its affiliates, officers, employees and representatives from all claims, demands, losses, damages, costs, expenses and liability (legal, contractual or otherwise), that arise from or are in any way connected with: (a) any breach of the representations, warranties, covenants, or obligations of Participant under this Agreement, (b) any act or omission of Participant, whether based upon Participant’s negligence, strict liability, or otherwise, in connection with the performance of this Agreement, or (c) any third-party claims of any kind, whether based upon negligence, strict liability, or otherwise, arising out of or connected in any way to Participant’s performance or nonperformance under this Agreement. This indemnification obligation shall not apply to the extent that such injury, loss, or damage is caused by the sole negligence or willful misconduct of PGE. The indemnification obligations of Participant shall survive the expiration, cancellation, or termination of this Agreement.
Participant Indemnification. 17 10.2 Limitation................................................................................ 17 10.3 Survival.................................................................................. 17 11 DEFAULT OF PARTICIPANT; REMEDIES; OTHER RIGHTS OF AMERICAN........................................... 18
Participant Indemnification. Participant shall indemnify --------------------------- and hold harmless American, as well as American's parent company, subsidiaries, licensees and Affiliates and their officers, shareholders, directors, employees and agents (herein collectively referred to as "American Indemnified Parties") from and against any and all Losses incurred by, borne by or asserted against any of the American Indemnified Parties arising out of or resulting from (i) Participant's performance, failure to perform or improper performance of this Agreement, (ii) breach of any representation or warranty of Participant contained herein, (iii) the marketing, sale or use of Participant's Product or Service, (iv) any claim that any permitted use hereunder by American of any Participant trademark or name infringes on any existing copyright, trademark or property right of any Person, (v) any claims or statements made by Participant in its advertising or promotional activities that are in conflict, or inconsistent, with the terms of this Agreement or fail to comply with Applicable Law, or (vi) any Program Sponsor's purchase or use of Netcentives Points. American will inform Participant promptly after American receives notice of any claim with respect to which indemnity hereunder is asserted and will grant to Participant the right to control, and will cooperate with Participant in, the defense of such claim.
Participant Indemnification. Participant will indemnify, defend, and hold harmless QCorp and its respective trustees, directors, employees, agents, subcontractors, and members (“QCorp Indemnitees”) from any liability, damage, loss, or expense (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon the QCorp Indemnitees or any one of them in connection with any claims, suits, actions, demands, or judgments arising out of or connected with this Agreement or the Services provided under this Agreement, except to the extent that the liability is due to the gross negligence and willful misconduct of QCorp. QCorp will promptly notify Participant of any claim and will cooperate with Participant in the defense of the claim.
Participant Indemnification. Participant agrees to indemnify Lead, on demand, for and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (including fees and disbursements of counsel) of any kind or nature whatsoever which may be incurred by Lead with respect to this Agreement caused by the intentional misconduct or gross negligence of Participant.
Participant Indemnification. Participant agrees to indemnify, save and hold harmless NASS and its Vendor from and against any and all third-Party claims, costs and expenses (including attorneys’ fees and expenses), demands, actions and liabilities of every kind and character whatsoever arising or resulting in any way from Participant’s or its designees submission of data to the Registry, use of data obtained through the Registry, breach of its obligations under this Agreement, or violation of applicable law, absent the gross negligence or willful misconduct of NASS or its Vendor, respectively. All of the foregoing rights of indemnification shall apply to any expenses incurred by NASS and its Vendor in defending themselves, respectively, against claims of gross negligence or willful misconduct unless a court of competent jurisdiction concludes in a final judgment that such Party seeking indemnification has committed gross negligence or willful misconduct.
Participant Indemnification. Participant will indemnify, defend, and hold harmless Comagine Health and its respective trustees, directors, employees, agents, subcontractors, and members (“Comagine Health Indemnitees”) from any liability, damage, loss, or expense (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon the Comagine Health Indemnitees or any one of them in connection with any claims, suits, actions, demands, or judgments arising out of or connected with this Agreement or the Services provided under this Agreement, except to the extent that the liability is due to the gross negligence and willful misconduct of Comagine Health. Comagine Health will promptly notify Participant of any claim and will cooperate with Participant in the defense of the claim. Survival. The provisions of this Section 15 will survive termination of this Agreement.
Participant Indemnification. To the greatest extent permitted by law, Participant agrees to indemnify, defend, hold harmless and release PGE, its affiliates, officers, employees and representatives from all claims, demands, losses, damages, costs, expenses and liability (legal, contractual or otherwise), that arise from or are in any way connected with: (a) any breach of the representations, warranties, covenants, or obligations of Participant under this Agreement,
