Service Recipient Indemnity. Service Recipient hereby agrees to indemnify, defend and hold harmless Service Provider and each of its Affiliates from and against any and all claims, losses, demands, liabilities, costs and expenses (including reasonable attorneys’ fees and costs and expenses related thereto) suffered or incurred by Service Provider or any of its Affiliates as a result of or in connection with any third party claims arising from Service Provider’s or any of its Affiliates’ performance of the Services hereunder, except to the extent such third party claims are based in whole or in part on Service Provider’s or any of its Affiliates’ gross negligence or willful misconduct in performing the Services.
Appears in 4 contracts
Samples: Transition Services Agreement (Spectra Energy Corp.), Transition Services Agreement (Spectra Energy Corp.), Transition Services Agreement (Duke Energy CORP)
Service Recipient Indemnity. Service Recipient hereby agrees to indemnify, defend and hold harmless Service Provider and each of its Affiliates from and against any and all claims, losses, demands, liabilities, costs and expenses (including reasonable attorneys’ fees and costs and expenses related thereto) suffered or incurred by Service Provider or any of its Affiliates as a result of or in connection with any third party claims arising from Service Provider’s or any of its Affiliates’ performance of the Services hereunder, except to the extent such third party claims are based in whole or in part on Service Provider’s or any of its Affiliates’ fraud, gross negligence or willful misconduct in performing the Services.
Appears in 2 contracts
Samples: Transition Services Agreement (CPEX Pharmaceuticals, Inc.), Transition Services Agreement (CPEX Pharmaceuticals, Inc.)
Service Recipient Indemnity. Service Recipient hereby agrees to indemnify, defend and hold harmless Service Provider and each of its Affiliates from and against any and all claims, losses, demands, liabilities, costs and expenses (including reasonable attorneys’ fees and costs and expenses related thereto) suffered or incurred by Service Provider or any of its Affiliates as a result of or in connection with any third party claims arising from Service Provider’s or any of its Affiliates’ performance of the Services hereunder, except to the extent such third party claims are based in whole or in part on Service Provider’s or any of its Affiliates’ gross negligence or willful misconduct or infringement of any third-party intellectual property rights in performing the Services.
Appears in 2 contracts
Samples: Transition Services Agreement (Contura Energy, Inc.), Transition Services Agreement (Contura Energy, Inc.)
Service Recipient Indemnity. Service Recipient hereby agrees to indemnify, defend and hold harmless Service Provider and each member of its Affiliates respective Group from and against any and all claims, losses, demands, liabilities, costs and expenses (including reasonable attorneys’ fees and costs and expenses related theretofees) suffered or incurred by Service Provider or any member of its Affiliates Group as a result of or in connection with any third party claims arising from Service Provider’s or any of its Affiliates’ the performance of the Services hereunderrendered hereunder by Service Provider or any member of its Group on Service Recipient’s behalf, except to the extent such third party claims are based in whole or in part on Service Provider’s or any of its Affiliates’ the gross negligence or willful misconduct of Service Provider or any member of its Group in performing the Services.
Appears in 1 contract
Samples: Transition Services Agreement (Tesoro Logistics Lp)