By Service Recipient Clause Samples

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By Service Recipient. Without limiting the rights of the Service Provider under any other Transaction Agreement, the Service Recipient shall indemnify and hold harmless the Service Provider, its Affiliates and their respective officers, directors, partners, principals, employees and agents (together with their respective successors and permitted assigns) from and against any and all Damages arising or resulting from the fraud, gross negligence or willful misconduct of the Service Recipient in connection with the performance of its obligations under this Agreement.
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By Service Recipient. Service Recipient represents and warrants that except as otherwise provided in this Agreement, Service Recipient will obtain, maintain, and comply with all applicable permits and licenses, required of Service Recipient in connection with its obligations under this Agreement.
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By Service Recipient. Service Recipient shall indemnify and hold harmless Service Provider and its Affiliates, directors and officers (collectively, "Service Provider Indemnified Parties") from and against all Losses incurred by any Service Provider Indemnified Parties by reason of third party claims arising from (a) Service Recipient's breach of this Agreement or (b) Service Recipient's receipt or use of the Services, except to the extent that such claims are caused by Service Provider's gross negligence or willful misconduct.
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By Service Recipient. Service Recipient shall indemnify and hold Provider harmless from and against any and all claims, demands, losses, Taxes, costs, damages, suits, judgments, penalties, expenses, and liabilities of any kind or nature whatsoever, related to claims asserted by third parties, incurred by Provider, including reasonable attorneys’ fees and costs of any defense associated therewith and incremental Taxes arising as a result of such indemnification (“Losses”), arising directly or indirectly out of, or in any manner connected with, the bad faith, gross negligence or willful misconduct of Service Recipient in performing or failing to perform the activities hereunder. Service Recipient’s liability under this indemnity shall be reduced proportionately to the extent that the actions of Provider or any employee or representative of Provider causes or contributes to such Losses and shall in no event exceed the total aggregate amounts paid to Service Recipient by Provider pursuant to this Agreement, less any amount paid prior thereto pursuant to Section 5.3 in connection with the same or related underlying circumstances.
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By Service Recipient. (i) following the end of Year 1, if Service Provider is in material breach of the terms of this Agreement and Service Provider fails to cure such breach within thirty (30) days after Service Recipient delivers written notice of such breach to Service Provider; (ii) during Year 2, upon ninety (90) days’ prior written notice to Service Provider; provided, that for the First Quarter of Year 2 and the Second Quarter of Year 2, such termination will result in an additional payment equal to the Termination Fee described below, which shall be paid monthly in accordance with the payment details set forth in Section 4.2 for a Fixed Service Fee; or
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Related to By Service Recipient

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