Provider’s Indemnity. Subject to Section 12, to the extent permitted by Applicable Law, Provider agrees that it shall indemnify and hold harmless Purchaser, its permitted successors and assigns and their respective directors, officers, members, shareholders and employees (collectively, the “Purchaser Indemnified Parties”) from and against any and all Losses incurred by the Purchaser Indemnified Parties to the extent arising from or out of the following: (a) any claim for or arising out of any injury to or death of any Person or loss or damage to property of any Person to the extent arising out of Provider’s negligence or willful misconduct or (b) any infringement of patents or the improper use of other proprietary rights by Provider or its employees or representatives that may occur in connection with the performance of the Installation Work, System Operations or Solar Services and the ownership and use of the System. Provider shall not, however, be required to reimburse or indemnify any Purchaser Indemnified Party for any Loss to the extent such Loss is due to the negligence or willful misconduct of any Purchaser Indemnified Party.
Provider’s Indemnity. Subject to Article 12, Provider agrees that it shall indemnify and hold harmless Purchaser, its permitted successors and assigns and their respective directors, officers, members, shareholders and employees (collectively, the “Purchaser Indemnified Parties”) from and against any and all Losses incurred by Purchaser Indemnified Parties to the extent arising from or out of the following: any claim for or arising out of any injury to or death of any Person or loss or damage to property of any Person to the extent arising out of Provider’s negligence or willful misconduct. Provider shall not, however, be required to reimburse or indemnify any Purchaser Indemnified Party for any Loss to the extent such Loss is due to the negligence or willful misconduct of any Purchaser Indemnified Party.
Provider’s Indemnity. The Provider indemnifies and releases RQ against all liabilities, losses, costs (including legal costs), expenses, claims, demands, judgments or actions which may be brought against RQ or suffered or incurred by RQ whatsoever or howsoever arising, regardless of their form, whether in contract, tort (including in negligence), breach of statutory duty or otherwise, arising out of or in connection with the Services except to the extent that the liability, loss, cost, expense, claim, demand, judgment or action was caused by a wilful or negligent act or omission of RQ or any of its officers, servants or agents. This indemnity is a continuing obligation, separate and independent from the other obligations of the parties, and survives the cessation of the Term or the termination of this Agreement howsoever occurring. It is not necessary for RQ to incur expense or to make any payment before enforcing a right of indemnity conferred by this Agreement. The Provider will pay on demand money due to RQ under an indemnity provided by this Agreement.
Provider’s Indemnity. Subject to the provisions of Section 13, Provider agrees that it shall defend, indemnify and hold harmless Host, its elected officials, officers, employees, agents or representatives, as well as Host’s permitted successors and assigns and their respective elected officials, officers, employees, agents or representatives (collectively, the “Host Indemnified Parties”) from and against any and all Losses incurred by the Host Indemnified Parties to the extent caused by, arising from or out of: (i) any breach of this Agreement by Provider; (ii) any claim for or arising out of (a) any injury to or death of any Person (b) any loss or damage to property of any Person caused by arising from or out of Provider’s performance of the Work; (iii) any acts or omissions of Provider that cause a breach of the Interconnection Agreement and (iv) any infringement of patents or the improper use of other proprietary rights or intellectual property of third parties by Provider or its agents in the performance of the Work. In addition to and without limiting the foregoing, Provider shall also defend, indemnify and hold harmless, the Host Indemnified Parties for any Losses to the extent caused by, arising from or out of any violation or alleged violation of Environmental Law by, arising from or out of Provider’s performance of the Work. Provider shall not, however, be required to reimburse or indemnify any Host Indemnified Party for any Loss to the extent such Loss is due to the negligence or willful misconduct of any Host Indemnified Party.
Provider’s Indemnity. Provider shall be responsible for, and shall indemnify, defend and hold harmless Firm (and its Affiliates, directors, officers, members, employees, personnel or agents) from and against, any and all Losses (including deductible amounts under any insurance policies) arising out of, based upon or resulting from any Covered Action (or claimed Covered Action) by Provider or any of its Affiliates, directors, officers, members, employees, personnel or agents (other than Firm or any of its Affiliates, directors, officers, members, employees, personnel or agents acting on behalf of Firm) or breach of this Agreement from and after the Effective Date; provided, however, that Provider will not be liable for indemnification hereunder to the extent that the claim, damage, loss, liability, or expense results from the willful misconduct or gross negligence of Firm or breach of this Agreement by Firm.
Provider’s Indemnity. Except with respect to circumstances where Client shall indemnify Provider pursuant to Section 9.1, Provider shall indemnify, defend and hold harmless Client, its affiliates and their officers, directors, employees, Providers and agents against all claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees, to the extent that such claims arise out of the infringement by the Provider Technology of any third party copyright, trademark, trade secret, patent or other intellectual property right.
Provider’s Indemnity. Subject to Section 12, Provider agrees that it shall indemnify and hold harmless Purchaser, its permitted successors and assigns, and their respective officials, directors, officers, members, shareholders, as applicable, and employees (collectively, the “Host Indemnified Parties”) from and against any and all Losses incurred by the Host Indemnified Parties to the extent arising from or out of the following: all claims, losses, damages, costs and expenses, including reasonable attorney fees and professional fees and court cost, arising out of or relating to any injury to or death of any Person or loss or damage to property of any Person, including without limitation damage to sensitive electrical equipment, or to the Premises to the extent arising out of or relating to (a) Provider’s acts, omissions, negligence or willful misconduct, or (b) the Installation Work, or (c) the System or System Operations, or (d) any infringement of patents or the improper use of other proprietary rights by Provider or its employees or representatives that may occur in connection with the performance of the Installation Work, System Operations or Solar Services and the ownership and use of the System. Provider shall not, however, be required to reimburse or indemnify any Host Indemnified Party for any Loss to the extent such Loss is due to the negligence or willful misconduct of any Host Indemnified Party.
Provider’s Indemnity. Provider shall be responsible for, and shall indemnify, defend and hold harmless Firm (and its Affiliates, directors, officers, members, employees, personnel or agents) from and against, any and all Losses (including deductible amounts under any insurance policies) arising out of, based upon or resulting from any Covered Action (or claimed Covered Action) by Provider or any of its Affiliates, directors, officers, members, employees, personnel or agents (other than Firm or any of its Affiliates, directors, officers, members, employees, personnel or agents acting on behalf of Firm) or breach of this Agreement from and after the Effective Date; provided, however, that Provider will not be liable for indemnification hereunder to the extent that the claim, damage, loss, liability, or expense results from the willful misconduct or gross negligence of Firm or breach of this Agreement by Firm. ** Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request by DJSP Enterprises, Inc. to the Secretary of the Commission for confidential treatment pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended.
Provider’s Indemnity. Provider shall, to the fullest extent permitted by law, indemnify, defend and hold harmless Company and its Affiliates, and their respective directors, officers, employees, agents, Representatives, successors and assigns (“Company Indemnified Parties”) from and against any and all suits, actions, legal or administrative proceedings, claims, liens, demands, damages , liabilities, losses, costs, fees, penalties, fines and expenses (including without limitation reasonable attorneys’ fees and costs of investigation, litigation, settlement, and judgment) (altogether referred to as “Claims”), arising out of or in connection with (i) the breach of Provider’s representations, warranties or covenants contained herein other than breach of Provider’s representations, warranties or covenants contained in Sections 5 (regarding “delivery” and “quality”), 6 (regarding “non-conforming Products”), 9 (regarding “warranty claims”), 10 (regarding warranty returns of Product), 11 (regarding “Epidemic Failures”), and 20 (regarding “Termination”), for which breach(es) a remedy is expressly identified as the sole and exclusive remedy; (ii) employment-related issues relating to Provider’s employees, including without limitation income tax withholding, employment taxes, employment benefits, employer contributions, actual or alleged violation of employment-related Applicable Laws including without limitation those regarding discrimination, harassment, retaliation, termination, and payment of overtime or wages; (iii) injury to or death of persons (including without limitation Provider’s or Provider’s Representatives’ employees) arising out of Provider’s breach of this Agreement, negligence, or willful and wanton misconduct; and (iv) Provider’s gross negligence or willful and wanton misconduct.
Provider’s Indemnity. Provider covenants and agrees to protect, defend, indemnify, and hold harmless UHS, UHS’ clients, legal representatives, employees, agents, officers, trustees, affiliates, and assigns; any entity that owns, rents or operates the premises where Provider provides Covered Services for UHS under this agreement; and each of them from and against any claim, loss, damage, cost, expense, or liability, including but not limited to attorneys’ fees, arising out of or related to the performance or nonperformance by Provider of any obligations or services to be performed or provided by Provider under this Agreement and/or for any claim brought by a Covered Person that occurred at any location where Provider performed Covered Services.
