Participant Indemnity. Each Participant shall defend and indemnify the other Participants from and against any claim or liability, including any related loss or cost, caused by or resulting from the design, construction, installation, operation, or maintenance of any of the electric facilities owned, operated, or maintained by the indemnifying Participant or by reason of the acts or omissions of its agents, contractors, servants, or employees in connection therewith.
Participant Indemnity. Without limiting any provision in this Agreement, the Participant shall at all times indemnify and save harmless the Indemnified Parties from and against any and all manner of claims, demands, losses, costs, charges, fines, actions and other proceedings whatsoever made or brought against, suffered by or imposed on the Indemnified Parties or their property in respect of any and all losses, liens, charges, claims, demands, suits, proceedings, recoveries and judgments (including reasonable legal fees and costs and any claims for liens made pursuant to the Construction Act, R.S.O. 1990, c. C.30, as amended) (collectively, the “Claims) which the Indemnified Parties, or any of them, may sustain, suffer or be put to resulting from or arising out of, resulting from or sustained as a result of the Participant's negligence or wilful misconduct, as a result of or arising out of or in relation to: (a) the performance of or failure to perform any part of this Agreement or the Deep Retrofit Project or any breach of the terms of the Agreement by the Participant, its officers, servants, employees, agents, consultants, subcontractors, or a third party; (b) the ongoing operation, maintenance and repair of the infrastructure resulting from the Deep Retrofit Project; or (c) any omission or other wilful or negligent act of the Participant or a third party and their respective employees, officers, servants or agents, excepting only those claims, demands, losses, costs, charges and actions that are a result of the gross negligence, breach of contract or breach of any statutory duty of the Indemnified Parties.
Participant Indemnity. 14.1.1 Each Participant (an “Indemnitor”) shall indemnify, defend and hold harmless each other Participant and its agents, officers, and directors, (collectively, “Indemnitees”), from and against all loss, cost and expense, including all legal expense on a full recovery basis, incurred by the Indemnitees or any of them as a result of or arising from any:
Participant Indemnity. Participant hereby agrees to indemnify, hold harmless and defend RN from all claims, damages, costs and expenses, including reasonable attorneys' fees and litigation expenses, arising out of or as a result of Participant's breach of the above warranties and representations or this Agreement. Notwithstanding the foregoing, Participant shall not be liable for any material not contained in or a part of the Content Headlines and inserted in the Content Headlines by RN, whether with or without the permission of Participant. Participant, at its own expense, shall have the right to employ separate counsel and participate in the defense thereof.
Participant Indemnity. Participant shall indemnify, hold harmless and defend Netscape from and against any and all claims, liabilities, losses, damages, expenses and costs (including attorneys' fees and costs) arising out of or relating to: (a) a breach of Participant's representations or warranties under Section 5.1 of the Netcenter General Terms; (b) the Service, any content provided by Participant for the Service and any material to which users can directly link through the Service; (c) other information supplied or managed by Participant for the Service; or (d) the negligence or intentional wrongdoing of Participant, except to the extent that Netscape is responsible under Section 6.2 of the Netcenter General Terms. Participant will pay resulting costs, damages and legal fees finally awarded in such action in a court or in a settlement which are attributable to such claim provided that: (i) Netscape promptly notifies Participant in writing of any such claim; (ii) Participant has sole control of the defense and all related settlement negotiations; and (iii) Netscape cooperates with Participant, at Participant's expense, in defending or settling such claim. Intraware, Inc. Netcenter Services Agreement 090398ttk CONFIDENTIAL 9 Rev. 082598
Participant Indemnity. Participant shall indemnify, hold harmless, and defend Netscape from and against any and all claims, liabilities, losses, damages, expenses and costs (including attorneys' fees and costs) arising from third party claims arising out of or relating to the Service (including but not limited to any spam), Participant's Content and any material to which users can directly link through Participant's Content, other information supplied or managed by Participant, or the negligence or intentional wrongdoing of Participant, except to the extent that Netscape is responsible under Section 10.2. Participant will pay resulting costs, damages and legal fees finally awarded in such action in a court or in a settlement which are attributable to such claim provided that: (i) Netscape promptly notifies Participant in writing of any such claim; (ii) Participant has sole control of the defense and all related settlement negotiations; and (iii) Netscape cooperates with Participant, at Participant's expense, in defending or settling such claim. The foregoing states Participant's sole obligation and Netscape's sole remedy for third party claims of infringement or misappropriation.
Participant Indemnity. Participant shall indemnify and hold harmless Distributor, its successors and assigns, and its officers, directors, and employees (collectively, the “Distributor Indemnified Parties”) from and against any and all suits, actions, claims, losses, damages, liabilities, obligations, judgments, costs or expenses (including, without limitation, reasonable attorneys’ fees and expenses) that any of the Distributor Indemnified Parties may suffer or incur as a result of any claim by any third party, but only to the extent attributable to Participant’s negligent acts or omissions, wrongful conduct and/or breach of any representations, express or implied warranties or agreements made by Participant in or through this Participant Joinder Agreement and the applicable provisions of the Master Agreement. Notwithstanding the foregoing and for the avoidance of doubt, Participant does not agree to indemnify or hold harmless a particular Distributor Indemnified Party for any suits, actions, claims, losses, damages, liabilities, obligations, judgments, costs or expenses arising from the negligence or willful misconduct of the Distributor Indemnified Party.
Participant Indemnity. Participant agrees to defend any action or claim brought against Netscape to the extent that such action or claim is based upon, third party claims alleging (i) Participant does not have the right to grant the licenses as set forth in this Agreement, such licenses do infringe on any third parties' proprietary rights, Participant does not own or possess all rights to the Co-branded Net2Phone Product and to the Participant Collateral Materials and to the portions of the Co-branded Service provided by Participant necessary to grant the licenses and rights hereunder, and/or Netscape shall be obligated to pay fees or royalties for use of the Co-branded Net2Phone Product or the Participant Collateral Materials or the portions of the Co-branded Service provided by Participant, and/or (ii) that Netscape's exercise of its rights to the Co-branded Net2Phone Product and/or Participant Collateral Materials and/or portions of the Co-branded Service provided by Participant granted by Participant hereunder infringes any trademark patent, copyright, trade secret or other proprietary right of any third party (in each such case, a "Netscape Claim"). Participant will pay any costs, damages and expenses (including settlement costs and reasonable attorneys' fees) attributable to such Netscape Claim that are awarded in a final judgment against Netscape, provided that Netscape (i) promptly notifies CONFIDENTIAL Participant in writing of any such claim and grants Participant sole control of the defense and all related settlement negotiations, and (ii) cooperates with Participant, at Participant's expense, in defending or settling such claim; provided that if any settlement results in any ongoing liability to, or prejudices or detrimentally impacts Netscape, and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Netscape's written consent. In connection with any such claim, Netscape may have its own counsel in attendance at all public interactions and substantive negotiations at its own cost and expense.
Participant Indemnity. Participant will indemnify, defend and hold harmless ACCF for damages or liability arising directly from the negligent acts or omissions or willful malfeasance of Participant related to this Agreement except to the extent arising from or related to ACCF’s conduct, negligent acts or omissions or willful malfeasance. Indemnification under this provision shall survive termination of this Agreement. Participant shall not be responsible for the negligence or willful misconduct of ACCF.
Participant Indemnity. Participant will indemnify, defend, and hold the ABFM harmless from any third-party claim, demand, cause of action, lawsuit or proceeding brought against the ABFM based upon any gross negligence or willful misconduct on the part of Participant. Such indemnification may include: (1) reasonable attorneys’ fees and costs associated with defense of such claim; (2) damages and costs finally awarded; and (3) the cost of any settlement entered into by Participant. Such indemnification obligation is contingent on the ABFM (i) notifying Participant of any such claim within thirty (30) days of the ABFM’s notice of such claim, (ii) providing Participant with reasonable information, assistance and cooperation in defending the lawsuit or proceeding (to the extent requested by Participant), and (iii) giving Participant full control and sole authority over the defense and settlement of such claim. Participant will not enter into any settlement or compromise of any such claim without the ABFM’s prior consent, which shall not be unreasonably withheld.
