Supplier’s Indemnities. The Supplier must indemnify the Purchaser against any Loss incurred by the Purchaser concerning a breach of warranty, representation or term of the Agreement.
Supplier’s Indemnities. (a) The Supplier indemnifies and holds each of the Indemnified Parties harmless on demand in respect of any Claim or Loss arising out of or suffered in connection with:
Supplier’s Indemnities. The Supplier must indemnify Penske against any Loss incurred by Xxxxxx concerning a breach of warranty, representation or term of the Agreement.
Supplier’s Indemnities. Supplier shall indemnify, defend and hold harmless Elevance Health and its Affiliates, and their respective successors and assigns (and its and their respective officers, directors, employees, sublicensees, customers and agents) from and against any third party claims, based upon (i) any claim that any portion of the Supplier-Provided Materials and/or Services, as applicable, provided by Supplier to Elevance Health pursuant to this Agreement, infringes, misappropriates or violates any IP right of any person or entity; (ii) a breach of Supplier’s representations and warranties; (iii) the failure by Supplier to comply with applicable governmental laws or regulations; (iv) a breach of Supplier’s obligations with regard to PHI and NPFI including as set forth in Section 10 (Confidentiality) and Exhibit B (BAA) if attached to this Agreement, (v) a breach of Supplier’s obligations under Exhibits C (Commercial Item), D (Medicare), E (State Medicaid) and/or G (Qualified Health Plan) if attached to this Agreement, (vi) a breach of Supplier’s security or confidentiality obligations as set forth in Section 9 (Security), Exhibit A (RISC) if attached to this Agreement, Section 10 (Confidentiality) or elsewhere in this Agreement; (vii) any act, omission, gross negligence or willful misconduct on the part of Supplier, its personnel, subcontractors, and/or agents, resulting in personal injury, death, or damage to property; (viii) taxes paid by Elevance Health to Supplier (including any penalties and interest arising from any failure of Supplier to timely report and remit such tax); (ix) any claim of a Supplier subcontractor against Elevance Health related to Supplier Services under this Agreement; and (x) any act or conduct by a subcontractor based on a claim Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential. falling within the foregoing categories (i) through (ix), inclusive. This indemnification by Supplier shall survive the termination of this Agreement.
Supplier’s Indemnities. 12.2.1 Supplier shall indemnify, defend and hold harmless WellPoint and its affiliates, successors and assigns (and its and their officers, directors, employees, sublicensees, customers and agents) from and against any final awards of damages based upon (i) any claim that any portion of the Products and/or Services, as applicable, provided by Supplier to WellPoint pursuant to this Agreement infringes, misappropriates or violates any copyright, trademark, patent, trade secret, privacy, publicity or other intellectual property or proprietary right of any person; (ii) a breach of Supplier’s representations and warranties; (iii) an act or omission constituting negligence or willful misconduct, committed by Supplier (including its personnel, subcontractors or agents), including for personal injury or damage to property; (iv) the failure by Supplier to comply with applicable governmental laws or regulations; (v) a breach of Supplier’s obligations with regard to PHI and NPFI as set forth in Section 9.1 if Exhibit BAA is part of this Agreement; or (v) a breach of Supplier’s confidentiality obligations as set forth in Section 9 or security obligations as set forth in Section 8.
Supplier’s Indemnities. Supplier hereby agrees to defend, indemnify and hold harmless Xxxxxxx, its Affiliates, Xxxxxxx Contractors and its and their partners, co-owners joint venturers, officers, directors, agents, employees and invitees (wherever Xxxxxxx is referred to in this Section 17, such reference shall include such other parties) from and against the following:
Supplier’s Indemnities. The Supplier will indemnify, defend and hold harmless Xantrex (and its officers, directors, agents, employees, shareholders and affiliates) from and against any and all demands, claims, causes of action, suits, judgments, liabilities, losses, damages and other expenses (including attorneys’ fees) arising out of or relating to: (a) a claim that the Product violates or infringes any intellectual property rights of others; (b) breach of any other representation and warranty, or other obligation, under the Agreement; and (c) injuries to or death of any person or damage to any property caused by the Product except where the same arose solely from the gross negligence or wilful misconduct of Xantrex.
