Common use of Supplier’s Indemnity Clause in Contracts

Supplier’s Indemnity. The Supplier shall indemnify, keep indemnified and hold harmless TUK from and against all losses (including loss of profits, interruption of business, depletion of goodwill and similar losses), costs, fines, liabilities, damages and expenses (including legal and other professional fees and expenses), howsoever caused, awarded against, or incurred or paid by, TUK as a result of or in connection with: (a) any liability for personal injury or death; (b) any claim made against TUK in respect of any liability, loss, damage, injury, cost or expense sustained by TUK 's employees or agents or by any customer or third party; (c) any liability, loss, damage, cost or expense arising from any breach by the Supplier or the Supplier’s Personnel of any Applicable Law; (d) any alleged or actual infringement, whether or not under English law, of any third party's Intellectual Property Rights or other rights arising out of TUK’s use or supply of any Goods or any products of the Services; (e) any loss of or damage to property; (f) any loss of profit, bargain, business, revenue, contract, use or goodwill, or any liability for any person for any of those losses, in each case where caused by, relating to or arising from any breach, negligent performance or failure or delay in performance of this Agreement by the Supplier or anyone acting on the Supplier’s behalf. In the event of any such claim, TUK shall take reasonable steps to mitigate any liabilities, costs, proceedings, damages and expenses.

Supplier’s Indemnity. The 17.1 Supplier shall agrees to indemnify, keep indemnified defend and hold harmless TUK Buyer and its Related Companies and their respective directors, officers, employees, representatives, agents, successors and assigns, from and against all losses (including loss of profitsany claims, interruption of businesslosses, depletion of goodwill and similar losses), costs, finesdamages, liabilities, damages causes of action, suits, costs and expenses, including all reasonable attorneys' fees and disbursements of counsel and expenses of investigation, finally awarded against Buyer or its Related Companies arising out of or related to (a) any claims, actions, suits or proceedings alleging that any Products that Buyer purchases or otherwise receives from Supplier infringe any patent, trade secret, copyright or other intellectual property rights of any third party and (b) any claims, actions, suits or proceedings whether in tort, contract or otherwise alleging personal injury or death, or any damage to any property, caused or allegedly caused by any negligent act or omission by Supplier or any defect in any Products that Buyer purchases or otherwise receives from Supplier. Notwithstanding the foregoing, Supplier is not obligated to defend or settle any such suit and is not obligated to pay any such damages or costs, if such claim arises out of (i) a combination of the Supplier's technology with technology not supplied by the Supplier or (ii) a modification, alteration or amendment of the Supplier's Technology. In the event that any Products are alleged to be infringing, Supplier agrees, in its sole discretion and at its own expense, to (i) procure for Buyer the right to continue to use such Products, (ii) replace such Products with noninfringing products that comply with Section 16.1 above, or (iii) modify such Products so that they become noninfringing and continue to comply with Section 16.1 above. 17.2 Buyer agrees to indemnify, defend and hold harmless Supplier and its Related Companies and their respective directors, officers, employees, representatives, agents, successors and assigns from and against any claims, losses, damages, liabilities, causes of action, suits, costs and expenses, including legal and other professional all reasonable attorneys' fees and expenses)disbursements of counsel and expenses of investigation, howsoever causedfinally awarded against Supplier or its Related Companies arising out of or related to any claims, awarded againstactions, suits or incurred proceedings alleging that any specification, design or paid by, TUK implementation detail that Supplier receives from Buyer or that Supplier is Certain confidential information has been omitted from this Exhibit 10.58 pursuant to a confidential treatment request filed separately with the Securities and Exchange Commission. The omitted information is indicated by the symbol "[*]" at each place in this Exhibit 10.58 where the omitted information appeared in the original. required to incorporate into any Products as a result of Buyer's requirements or in connection with: (a) technical specifications infringes any liability for personal injury patent, trade secret, copyright or death; (b) any claim made against TUK in respect other intellectual property right of any liability, loss, damage, injury, cost or expense sustained by TUK 's employees or agents or by any customer or a third party; (c) any liability, loss, damage, cost or expense arising from any breach by the Supplier or the Supplier’s Personnel of any Applicable Law; (d) any alleged or actual infringement, whether or not under English law, of any third party's Intellectual Property Rights or other rights arising out of TUK’s use or supply of any Goods or any products of the Services; (e) any loss of or damage to property; (f) any loss of profit, bargain, business, revenue, contract, use or goodwill, or any liability for any person for any of those losses, in each case where caused by, relating to or arising from any breach, negligent performance or failure or delay in performance of this Agreement by the Supplier or anyone acting on the Supplier’s behalf. In the event of any such claim, TUK shall take reasonable steps to mitigate any liabilities, costs, proceedings, damages and expenses.

Supplier’s Indemnity. The 17.1 Supplier shall agrees to indemnify, keep indemnified defend and hold harmless TUK Buyer and its Related Companies and their respective directors, officers, employees, representatives, agents, successors and assigns, from and against all losses (including loss of profitsany claims, interruption of businesslosses, depletion of goodwill and similar losses), costs, finesdamages, liabilities, damages causes of action, suits, costs and expenses, including all reasonable attorneys' fees and disbursements of counsel and expenses of investigation, finally awarded against Buyer or its Related Companies arising out of or related to (a) any claims, actions, suits or proceedings alleging that any Products that Buyer purchases or otherwise receives from Supplier infringe any patent, trade secret, copyright or other intellectual property rights of any third party and (b) any claims, actions, suits or proceedings whether in tort, contract or otherwise alleging personal injury or death, or any damage to any property, caused or allegedly caused by any negligent act or omission by Supplier or any defect in any Products that Buyer purchases or otherwise receives from Supplier. Notwithstanding the foregoing, Supplier is not obligated to defend or settle any such suit and is not obligated to pay any such damages or costs, if such claim arises out of (i) a combination of the Supplier's technology with technology not supplied by the Supplier or (ii) a modification, alteration or amendment of the Supplier's Technology. In the event that any Products are alleged to be infringing, Supplier agrees, in its sole discretion and at its own expense, to (i) procure for Buyer the right to continue to use such Products, (ii) replace such Products with noninfringing products that comply with Section 16.1 above, or (iii) modify such Products so that they become noninfringing and continue to comply with Section 16.1 above. 17.2 Buyer agrees to indemnify, defend and hold harmless Supplier and its Related Companies and their respective directors, officers, employees, representatives, agents, successors and assigns from and against any claims, losses, damages, liabilities, causes of action, suits, costs and expenses, including legal and other professional all reasonable attorneys' fees and expenses)disbursements of counsel and expenses of investigation, howsoever causedfinally awarded against Supplier or its Related Companies arising out of or related to any claims, awarded againstactions, suits or incurred proceedings alleging that any specification, design or paid by, TUK implementation detail that Supplier receives from Buyer or that Supplier is Certain confidential information has been omitted from this Exhibit 10.16 pursuant to a confidential treatment request filed separately with the Securities and Exchange Commission. The omitted information is indicated by the symbol "[*]" at each place in this Exhibit 10.16 where the omitted information appeared in the original. required to incorporate into any Products as a result of Buyer's requirements or in connection with: (a) technical specifications infringes any liability for personal injury patent, trade secret, copyright or death; (b) any claim made against TUK in respect other intellectual property right of any liability, loss, damage, injury, cost or expense sustained by TUK 's employees or agents or by any customer or a third party; (c) any liability, loss, damage, cost or expense arising from any breach by the Supplier or the Supplier’s Personnel of any Applicable Law; (d) any alleged or actual infringement, whether or not under English law, of any third party's Intellectual Property Rights or other rights arising out of TUK’s use or supply of any Goods or any products of the Services; (e) any loss of or damage to property; (f) any loss of profit, bargain, business, revenue, contract, use or goodwill, or any liability for any person for any of those losses, in each case where caused by, relating to or arising from any breach, negligent performance or failure or delay in performance of this Agreement by the Supplier or anyone acting on the Supplier’s behalf. In the event of any such claim, TUK shall take reasonable steps to mitigate any liabilities, costs, proceedings, damages and expenses.

Supplier’s Indemnity. The Supplier shall indemnify, keep indemnified and hold harmless TUK C2C from and against all losses (including loss of profits, interruption of business, depletion of goodwill and similar losses), costs, fines, liabilities, damages and expenses (including legal and other professional fees and expenses), howsoever caused, awarded against, or incurred or paid by, TUK C2C as a result of or in connection with: : (a) any liability for personal injury or death; ; (b) any claim made against TUK C2C in respect of any liability, loss, damage, injury, cost or expense sustained by TUK C2C 's employees or agents or by any customer or third party; ; (c) any claim, enquiry or fine raised against C2C by the Secretary of State or any other rail industry body or any regulator; (d) any liability, loss, damage, cost or expense arising from any breach by the Supplier or the Supplier’s Personnel of any Applicable Law; ; (de) any alleged or actual infringement, whether or not under English law, of any third party's Intellectual Property Rights or other rights arising out of TUKC2C’s use or supply of any Goods or any products of the Services; ; (ef) any loss of or damage to property; ; (fg) any loss of profit, bargain, business, revenue, contract, use or goodwill, or any liability for any person for any of those losses, in each case where caused by, relating to or arising from any breach, negligent performance or failure or delay in performance of this Agreement by the Supplier or anyone acting on the Supplier’s behalf. In the event of any such claim, TUK C2C shall take reasonable steps to mitigate any liabilities, costs, proceedings, damages and expenses.