Provider Indemnity. In addition to (but not in duplication of) its other indemnification obligations (if any) under the Master Distribution Agreement, this Agreement or any other Ancillary Agreement, but subject to the limitations set forth in Section 6.01, the Provider shall indemnify, defend and hold harmless the Recipient, the members of the Recipient’s Group and each of their respective Representatives, and each of the successors and assigns of any of the foregoing (collectively, the “Recipient Indemnitees”), from and against any and all Liabilities to the extent relating to, arising out of or resulting from the sale, delivery, provision or use of any Services provided by such Provider hereunder, but only to the extent that such Liability relates to, arises out of or results from the gross negligence, willful misconduct or fraud of Provider or a member of Provider’s Group.
Appears in 6 contracts
Samples: Transition Services Agreement (Lovarra), Transition Services Agreement (Logiq, Inc.), Transition Services Agreement (Net Element, Inc.)
Provider Indemnity. In addition to (but not in duplication of) its any other indemnification obligations (if any) under the Master Distribution Separation Agreement, this Agreement or any other Ancillary Agreement, but subject to the limitations set forth in Section 6.01, the Provider shall indemnify, defend and hold harmless the Recipient, the members of the Recipient’s Group and each of their respective Representatives, and each of the successors and permitted assigns of any of the foregoing (collectively, the “Recipient Indemnitees”), from and against any and all Liabilities to the extent relating to, arising out of or resulting from the sale, delivery, provision or use of any Services provided by such Provider hereunder, but only to the extent that such Liability relates to, arises out of or results from the gross negligence, willful misconduct or fraud of Provider or a member of Provider’s GroupGroup in connection with the provision of Services hereunder.
Appears in 5 contracts
Samples: Transition Services Agreement (BBX Capital Florida LLC), Transition Services Agreement (BBX Capital Corp), Transition Services Agreement (BBX Capital Florida LLC)
Provider Indemnity. In addition to (but not in duplication of) its other indemnification obligations (if any) under the Master Separation and Distribution Agreement, this Agreement or any other Ancillary Agreement, but subject to the limitations set forth in Section 6.016.01 of this Agreement, the Provider shall indemnify, defend and hold harmless the Recipient, the members of the Recipient’s Group and each of their respective Representatives, and each of the successors and assigns of any of the foregoing (collectively, the “Recipient Indemnitees”), from and against any and all Liabilities to the extent relating to, arising out of or resulting from the sale, delivery, provision or use of any Services provided by such Provider hereunder, but only to the extent that such Liability relates to, arises out of or results from the gross negligence, willful misconduct or fraud of Provider or a member of Provider’s Group.
Appears in 4 contracts
Samples: Transition Services Agreement (KAR Auction Services, Inc.), Transition Services Agreement (IAA Spinco Inc.), Transition Services Agreement (IAA Spinco Inc.)
Provider Indemnity. In Subject to the limitations in Section 8.01(a) and Section 8.01(b), in addition to (but not in duplication of) its other indemnification obligations (if any) under the Master Separation and Distribution Agreement, this Agreement or any other Ancillary Agreement, but subject to the limitations set forth in Section 6.01, the Provider shall indemnify, defend and hold harmless the Recipient, the members of the Recipient’s Group Recipient and each of their respective Representativesits Subsidiaries, and each of the successors and assigns of any of the foregoing (collectively, the “Recipient Indemnitees”), from and against any and all Liabilities to the extent relating to, arising out of or resulting from the sale, delivery, delivery or provision or use of any Services provided by such Provider hereunder, but only to the extent that such Liability relates to, arises out of or results from the Provider’s gross negligence, bad faith, willful misconduct or fraud with respect to the sale, delivery or provision of any Services provided by Provider or a member of Provider’s Grouphereunder.
Appears in 3 contracts
Samples: Transition Services Agreement (RXO, Inc.), Transition Services Agreement (Rxo, LLC), Transition Services Agreement (Rxo, LLC)
Provider Indemnity. In Subject to the limitations in Section 7.01(a) and Section 7.01(b), in addition to (but not in duplication of) its other indemnification obligations (if any) under the Master Separation and Distribution Agreement, this Agreement or any other Ancillary Agreement, but subject to the limitations set forth in Section 6.01, the Provider shall indemnify, defend and hold harmless the Recipient, the members of the Recipient’s Group Recipient and each of their respective Representativesits Subsidiaries, and each of the successors and assigns of any of the foregoing (collectively, the “Recipient Indemnitees”), from and against any and all Liabilities to the extent relating to, arising out of or resulting from the sale, delivery, delivery or provision or use of any Services provided by such Provider hereunder, but only to the extent that such Liability relates to, arises out of or results from the Provider’s gross negligence, bad faith, willful misconduct or fraud with respect to the sale, delivery or provision of any Services provided by Provider or a member of Provider’s Grouphereunder.
Appears in 2 contracts
Samples: Transition Services Agreement (XPO Logistics, Inc.), Transition Services Agreement (GXO Logistics, Inc.)