Indemnification for Certain Claims. The Party providing services hereunder, its affiliates and its parent company, shall be indemnified, defended and held harmless by the Party receiving services hereunder against any claim, loss or damage arising from the receiving company’s use of the services provided under this Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the content of the receiving company’s own communications, or (2) any claim, loss or damage claimed by the End User of the Party receiving services arising from such company’s use or reliance on the providing company’s services, actions, duties, or obligations arising out of this Agreement.
Indemnification for Certain Claims. For any claim not within the scope of Section 6.2 above, Contractor expressly agrees to indemnify and hold harmless the Town, and any of its council members, board members, commissioners, officials, officers, agents, Contractors, attorneys, or employees from any and all damages, liability, expenses, or court awards, including costs and attorney's fees that are or may be awarded as a result of any loss, injury or damage sustained or claimed to have been sustained by any third party, including but not limited to, any person, firm, partnership, or corporation, in connection with or arising out of any intentional, reckless, negligent or tortious conduct, error, omission, or act of commission by Contractor or any of its employees, agents, or others acting on Contractor's behalf in performance of the Services. Nothing in this Agreement shall be construed as constituting a covenant, promise, or agreement by the Contractor to indemnify or hold the Town, its elected officials, board members, commissioners, officials, officers, agents, contractors, attorneys, or employees harmless for any negligence solely attributable to the Town, its elected officials, boards, commissions, officials, officers, agents, Contractors, attorneys, or employees. The Contractor’s obligation to indemnify pursuant to this Section shall survive the completion of the Services and shall survive the termination of this Agreement.
Indemnification for Certain Claims. Except as otherwise set forth in this Agreement and except to the extent caused by the indemnified Party’s gross negligence or willful misconduct, the Party providing services hereunder, its Affiliates and its parent company, shall be indemnified, defended and held harmless by the Party receiving services hereunder against any claim, loss or damage arising from the receiving Party’s use of the services provided under this Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the content of the receiving Party’s own communications, or (2) any claim, loss or damage claimed by any third party (including, but not limited to, a customer of the Party receiving services) arising from the third party’s use or reliance on and arising from the Party receiving services use or reliance on the providing Party’s services, actions, duties, or obligations arising out of this Agreement.
Indemnification for Certain Claims. The Party providing services hereunder, its Affiliates and its parent company, shall be indemnified, defended and held harmless by the Party receiving services hereunder against any claim, loss or damage arising from the receiving Party’s use of the services provided under this Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the content of the receiving company’s own communications, or (2) any claim, loss or damage claimed by the Customer of the Party receiving services arising from such Party’s use or reliance on the providing company’s services, actions, duties, or obligations arising out of this Agreement. Notwithstanding the foregoing, to the extent that a claim, loss or damage is caused by the gross negligence or willful misconduct of a supplying Party, the receiving Party shall have no obligation to indemnify, defend and hold harmless the supplying Party hereunder.
Indemnification for Certain Claims. BellSouth and Talk America providing services, their affiliates and their parent company, shall be indemnified, defended and held harmless by each other against any claim, loss or damage arising from the receiving company’s use of the services provided under this Agreement pertaining to (1) claims for libel, slander, invasion of privacy or copyright infringement arising from the content of the receiving company’s own communications, or (2) any claim, loss or damage claimed by the other company’s customer arising from one company’s use or reliance on the other company’s services, actions, duties, or obligations arising out of this Agreement; provided that in the event of a claim arising under this Section 9.4(2), to the extent any claim, loss or damage is caused by the gross negligence or willful misconduct of the providing party, the receiving Party shall have no obligation to indemnify, defend or hold harmless the providing Party hereunder, subject to the other terms of this Section 9.
Indemnification for Certain Claims. The Party providing services hereunder, its Affiliates and its parent company, shall be indemnified, defended and held harmless by the Party receiving services hereunder against any claim for libel, slander or invasion of privacy arising from the content of the receiving Party’s own communications. The Party receiving services hereunder, its Affiliates and its parent company, shall be indemnified, defended and held harmless by the Party providing services hereunder against any claim, loss or damage to the extent arising from (1) the providing Party’s failure to abide by Applicable Law, or (2) injuries or damages arising out of or in connection with this Agreement caused by the providing Party’s negligence, gross negligence or willful misconduct.
10.5.1 Promptly after receipt of notice of the commencement of, or of any definite and colorable written claim or written threat as to the commencement of any action or proceeding relating to a matter or matters for which a Party may seek indemnification pursuant to this Section 10.5.1, such Party (the “Indemnified Party”) shall promptly give written notice to the other Party (the “Indemnifying Party”) of the action or proceeding so commenced (or claimed or threatened for commencement as aforesaid), whereupon the Indemnifying Party shall, be obligated (unless the Indemnified Party shall have otherwise waived such obligation in its sole and absolute discretion by its written election to maintain its own defense, subject, in such event and in all respects, to the exemptions from and limitations applicable to the Indemnifying Party's liability as provided in the final sentence of this Section 10.5.1) to assume the defense thereof at its sole cost and expense using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party in its reasonable and good faith business judgment; provided that, the Parties hereby acknowledge and agree that the failure by an Indemnified Party to notify the Indemnifying Party as to a claim or the commencement (or written claim or threat of commencement) of any action or proceeding as aforesaid shall not relieve the Indemnifying Party of any liability it may have to the Indemnified Party with respect thereto, except and to the extent that the Indemnifying Party shall have actually and demonstrably incurred material prejudice, or suffered forfeiture of material substantive defenses or claims, resulting directly and exclusively from the failure to so notify. Fro...
Indemnification for Certain Claims. Except to the extent caused by BellSouth’s gross negligence or willful misconduct, BellSouth, its Affiliates, parent company and their employees and agents shall be indemnified, defended and held harmless by CUSTOMER against any claim, loss or damage arising from CUSTOMER’s use of the Services provided under this Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the content of CUSTOMER’s own communications, or (2) any claim, loss or damage claimed by the End User of CUSTOMER arising from such End User’s use or reliance on BellSouth’s Services, actions, duties, or obligations arising out of this Agreement.
Indemnification for Certain Claims. For any claim not within the scope of Section 6.2 above, Adventure Fit expressly agrees to indemnify and hold harmless Oskar Blues, Oskar Blues’ employees, the Town, and any of the Town’s board members, commissioners, officials, officers, agents, contractors, attorneys, or employees from any and all damages, liability, expenses, or court awards, including costs and attorney's fees that are or may be awarded as a result of any loss, injury or damage sustained or claimed to have been sustained by any third party, including but not limited to, any person, firm, partnership, or corporation, in connection with or arising out of any intentional, reckless, negligent or tortious conduct, error, omission, or act of commission by Adventure Fit or any of its employees, agents, or others acting on Adventure Fit's behalf in performance of the Services. Nothing in this Agreement shall be construed as constituting a covenant, promise, or agreement by Adventure Fit to indemnify or hold the Town, its elected officials, board members, commissioners, officials, officers, agents, contractors, attorneys, or employees harmless for any negligence solely attributable to the Town, its elected officials, boards, commissions, officials, officers, agents, contractors, attorneys, or employees. Nothing in this Agreement shall be construed as constituting a covenant, promise, or agreement by Adventure Fit to indemnify or hold Oskar Blues or its employees harmless for any negligence solely attributable to Oskar Blues or its employees. Adventure Fit’s obligation to indemnify pursuant to this Section shall survive the completion of the Services and shall survive the termination of this Agreement.
Indemnification for Certain Claims. BellSouth and ICG providing services, their affiliates and their parent company, shall be indemnified, defended and held harmless by each other against any claim, loss or damage arising from the receiving company’s use of the services provided under this Agreement pertaining to (1) claims for libel, slander, invasion of privacy or copyright infringement arising from the content of the receiving company’s own communications, or (2) any claim, loss or damage claimed by the other company’s customer arising from one company’s use or reliance on the other company’s services, actions, duties, or obligations arising out of this Agreement.
Indemnification for Certain Claims. BellSouth and US LEC providing services, their affiliates and their parent company, shall be indemnified, defended and held harmless by each other against any claim, loss or damage arising from the receiving company’s use of the services provided under this Agreement pertaining to (1) claims for libel, slander, invasion of privacy or copyright infringement arising from the content of the receiving company’s own communications, or (2) any claim, loss or damage claimed by the other company’s customer arising from one company’s use or reliance on the other company’s services, actions, duties, or obligations arising out of this Agreement.
