Release and Recipient Indemnity. Subject to Section 6.01, each Recipient hereby releases the applicable Provider and its Affiliates and Representatives (each, a “Provider Indemnified Party”), and each Recipient hereby agrees to indemnify, defend and hold harmless each such Provider Indemnified Party from and against any and all liabilities arising from, relating to or in connection with: (a) the use of any Services by such Recipient or any of its Affiliates, Representatives or other Persons using such Services; or (b) the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, in the case of each of clause (a) and (b), except to the extent that such liabilities arise out of, relate to or are a consequence of the applicable Provider Indemnified Party’s (i) bad faith, gross negligence or willful misconduct or (ii) breach of this Agreement.
Appears in 8 contracts
Samples: Transition Services Agreement (CBS Corp), Joint Digital Services Agreement (CBS Corp), Transition Services Agreement (CBS Corp)
Release and Recipient Indemnity. Subject to Section 6.016.1, each Recipient hereby releases the applicable Provider and its Affiliates and Representatives (each, a “Provider Indemnified Party”), and each Recipient hereby agrees to indemnify, defend and hold harmless each such Provider Indemnified Party from and against any and all liabilities Liabilities arising from, relating to or in connection with: with (a) the use of any Services by such Recipient or any of its Affiliates, Representatives or other Persons using such Services; Services or (b) the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, in the case of each of clause clauses (a) and (b), except to the extent that such liabilities Liabilities arise out of, relate to or are a consequence of the applicable Provider Indemnified Party’s (i) gross negligence, bad faith, gross negligence faith or willful misconduct or (ii) material breach of this Agreement.
Appears in 4 contracts
Samples: Transition Services Agreement (Netgear, Inc), Transition Services Agreement (Arlo Technologies, Inc.), Transition Services Agreement (Arlo Technologies, Inc.)
Release and Recipient Indemnity. Subject to Section 6.017.01, each Recipient hereby releases the applicable Provider and its Affiliates and Representatives (each, a “Provider Indemnified Party”), and each Recipient hereby agrees to indemnify, defend and hold harmless each such Provider Indemnified Party from and against any and all liabilities Liabilities arising from, relating to or in connection with: (a) the use of any Services by such Recipient or any of its Affiliates, Representatives or other Persons using such Services; or (b) the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, in the case of each of clause (a) and (b), except to the extent that such liabilities Liabilities arise out of, relate to or are a consequence of the applicable Provider Indemnified Party’s (i) bad faith, gross negligence or willful misconduct or (ii) breach of this Agreementmisconduct.
Appears in 4 contracts
Samples: Transition Services Agreement (Mallinckrodt PLC), Transition Services Agreement (Covidien PLC), Transition Services Agreement (Mallinckrodt PLC)
Release and Recipient Indemnity. Subject to Section 6.01, each Recipient hereby releases the applicable Provider and its Affiliates and Representatives (each, a “Provider Indemnified Party”), and each Recipient hereby agrees to indemnify, defend and hold harmless each such Provider Indemnified Party from and against any and all liabilities Liabilities arising from, relating to or in connection with: (a) the use of any Services by such Recipient or any of its Affiliates, Representatives or other Persons using such Services; or (b) the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, in the case of each of clause (a) and (b), except to the extent that such liabilities Liabilities arise out of, relate to or are a consequence of the applicable Provider Indemnified Party’s (i) bad faith, gross negligence or willful misconduct or (ii) breach of this Agreementmisconduct.
Appears in 3 contracts
Samples: Transition Services Agreement (CBS Outdoor Americas Inc.), Transition Services Agreement (CBS Outdoor Americas Inc.), Transition Services Agreement (New Corp)
Release and Recipient Indemnity. Subject to Section 6.017.01, each Recipient hereby releases the applicable Provider and its Affiliates and Representatives (each, a “Provider Indemnified Party”), and each Recipient hereby agrees to indemnify, defend and hold harmless each such Provider Indemnified Party from and against any and all liabilities Liabilities arising from, relating relat- ing to or in connection with: (a) the use of any Services by such Recipient or any of its Affiliates, Representatives or other Persons using such Services; or (b) the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, in the case of each of clause (a) and (b), except to the extent that such liabilities Liabilities arise out of, relate to or are a consequence of the applicable Provider Indemnified Party’s (i) bad faith, gross negligence or willful misconduct or (ii) breach of this Agreementmisconduct.
Appears in 1 contract
Samples: Transition Services Agreement
Release and Recipient Indemnity. Subject to Section 6.017.01, each Recipient hereby releases the applicable Provider and its Affiliates and Representatives (each, a “Provider Indemnified Party”), and each Recipient hereby agrees to indemnify, defend and hold harmless each such Provider Indemnified Party from and against any and all liabilities Liabilities arising from, relating to or in connection with: (a) the use of any Services by such Recipient or any of its Affiliates, Representatives or other Persons using such Services; or (b) the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, in the case of each of clause (a) and (b), except to the extent that such liabilities Liabilities arise out of, relate to or are a consequence of the applicable Provider Indemnified Party’s (i) violation of applicable Law, bad faith, gross negligence or willful misconduct or (ii) breach of this Agreementmisconduct.
Appears in 1 contract
Release and Recipient Indemnity. Subject to Section 6.01, each Recipient hereby releases the applicable Provider and its Affiliates and Representatives (each, a “Provider Indemnified Party”), and each Recipient hereby agrees to indemnify, defend and hold harmless each such Provider Indemnified Party from and against any and all liabilities Liabilities arising from, relating to or in connection with: (a) the use of any Services by such Recipient or any of its Affiliates, Representatives or other Persons using such Services; or (b) the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, in the case of each of clause clauses (a) and (b), except to the extent that such liabilities Liabilities arise out of, relate to or are a consequence of the applicable Provider Indemnified Party’s (i) bad faith, gross negligence or willful misconduct or (ii) breach of this Agreementmisconduct.
Appears in 1 contract
Samples: Transition Services Agreement (CBS Outdoor Americas Inc.)