Indemnification Against Third-Party Claims Sample Clauses
The Indemnification Against Third-Party Claims clause requires one party to compensate the other for losses or damages resulting from claims made by external parties. Typically, this clause applies when a third party sues or makes a demand against one party due to actions, omissions, or breaches related to the agreement, and the responsible party must cover legal costs, settlements, or judgments. Its core function is to allocate risk and financial responsibility for third-party claims, protecting the indemnified party from liabilities arising from circumstances beyond their direct control.
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Indemnification Against Third-Party Claims. Each Party (the Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the Indemnified Party) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined).
22.1.1 For purposes of this Section 22, Claim means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses including, but not limited to, reasonable costs and attorneys’ fees),
(a) based on allegations that, if true, would establish
(i) the Indemnifying Party’s breach of this Agreement;
(ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct;
(iii) the Indemnifying Party’s negligent or willful misconduct or omissions;
(iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service mark, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party;
(v) the Indemnifying Party’s liability in relation to any wrongful disclosure of private or personal matters or material which is defamatory; or
(vi) the Indemnifying Party’s wrongful use or unauthorized disclosure of data; or
(b) that arises out of:
(i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this Agreement or the Indemnifying Party’s use of any services or facilities obtained from or provided by the other Party under this Agreement;
(ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s) pertaining to the services or facilities provided under this Agreement;
(iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement;
(iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or
(v) personal injury to or any...
Indemnification Against Third-Party Claims. Company shall indemnify, defend, and hold harmless Seller, its successors, permitted assigns, affiliates, controlling persons, directors, officers, employees, servants and agents, contractors, subcontractors and the employees of any of them (collectively referred to as an "Indemnified Seller Party"), from and against any Losses suffered, incurred or sustained by any Indemnified Seller Party due to any Claim (whether or not well founded, meritorious or unmeritorious) by a third party not controlled by or under common ownership and/or control with Seller relating to (i) (a) if Seller constructs the Company-Owned Interconnection Facilities, the ownership, operation and/or maintenance of the Company-Owned Interconnection Facilities following the Transfer Date, or (b) if Company constructs the Company-Owned Interconnection Facilities, the construction, ownership, operation and/or maintenance of the Company-Owned Interconnection Facilities, and (ii) any actual or alleged personal injury or death or damage to property, in any way arising out of, incident to, or resulting directly or indirectly from the acts or omissions of any Indemnified Company Party, except to the extent that any such Loss is attributable to the negligence or willful misconduct of an Indemnified Seller Party.
Indemnification Against Third-Party Claims. Seller shall indemnify, defend, and hold harmless Company, its successors, permitted assigns, affiliates, controlling persons, directors, officers, employees, agents, contractors, subcontractors and the employees of any of them (collectively referred to as an "Indemnified Company Party"), from and against any Losses suffered, incurred or sustained by any Indemnified Company Party due to any Claim (whether or not well founded, meritorious or unmeritorious) by a third party not controlled by, or under common ownership and/or control with, Company relating to (i) Seller's development, permitting, construction, ownership, operation and/or maintenance of the Facility and Company-Owned Interconnection Facilities (excluding the ownership, operation and/or maintenance of the Company-Owned Interconnection Facilities following the Transfer Date); or (ii) any actual or alleged personal injury or death or damage to property, in any way arising out of, incident to, or resulting directly or indirectly from the acts or omissions of any Indemnified Seller Party, except as and to the extent that such Loss is attributable to the negligence or willful misconduct of an Indemnified Company Party.
Indemnification Against Third-Party Claims. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims. “
Indemnification Against Third-Party Claims. Each Party (the “Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group), from any and all Claims (as hereinafter defined) except to the extent that such Claims arise from the gross negligence or intentional or willful misconduct of a person(s) or entity(ies) in the Indemnitee Group. “Claim” means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable costs and attorneys’ fees)),
Indemnification Against Third-Party Claims. In the case of third party claims arising out of an act or omission of Tenant or an agent, contractor or employee of Tenant (a “Tenant Fault Claim”) and not out of an act or omission of the Town or an agent, contractor or employee of Town (a “Landlord Fault Claim”), Tenant shall be responsible for the Tort Indemnity of the Town. In the event of a Landlord Fault Claim, the Town shall be responsible for the Tort Indemnity of Tenant. In the event of claims which are both Tenant Fault Claims and Landlord Fault Claims, Tenant and the Town shall be responsible for the claim to the extent of the limit of public liability insurance coverage required to be maintained by Tenant and the Town, respectively under Section 8.01(a) and Section 8.07, and each Party’s above described insurance coverage shall be responsible for the fault claims in the proportion that the Party’s fault bears to the total fault of the Town and Tenant. Thereafter, each Party shall be responsible for the claims in the proportion that the Party’s fault bears to the total fault of the Town and Tenant. Each Party shall be responsible for the Tort Indemnity of the other Party for the portion of the claim which is the responsibility of the Party owing the Tort Indemnity. “Tort Indemnity” means that the Party responsible for the indemnification shall provide the legal defense of the claim (counsel being subject to the approval of the indemnified Party, approval not to be unreasonably withheld) and the indemnifying Party shall be responsible to pay the amount of the claim (subject to the right to defend it) up to the limits of the indemnifications set forth in this Section, above, except that in the case of claims which are both Tenant Fault Claims and Landlord Fault Claims, each Party shall be responsible for the Party’s own costs of legal defense. Tort Indemnity shall not be owed to the extent that the Party owing the indemnification has been prejudiced by any failure of the Party seeking the indemnification to give Notice to the other Party within a reasonable time after the Party becomes aware of a claim in which the other Party may owe an indemnity obligation under this Section.
Indemnification Against Third-Party Claims. Company shall indemnify, defend, and hold harmless Seller, its successors, permitted assigns, affiliates, controlling persons, directors, officers, employees, servants and agents, contractors, subcontractors and the employees of any of them (collectively referred to as an "Indemnified Seller Party"), from and against any Losses suffered, incurred or sustained by any Indemnified Seller Party due to any Claim by a third party not controlled by or under common ownership and/or control with Seller (whether or not well founded, meritorious or unmeritorious) relating to any actual or alleged personal injury or death or damage to property, in any way arising out of, incident to, or resulting directly or indirectly from the acts or omissions of any Indemnified Company Party, except to the extent that any such Loss is attributable to the gross negligence or willful misconduct of an Indemnified Seller Party.
Indemnification Against Third-Party Claims. Promptly after receipt entitled to indemnification hereunder (the "Indemnitee") of written notice of the assertion of any claim or the commencement of any Litigation with respect to any matter referred to Sections 7.1 or 7.2, the Indemnitee shall give written notice thereof to the party from whom indemnification is sought pursuant hereto (the "Indemnitor") and thereafter shall keep the Indemnitor reasonably informed with respect thereto, may provided that failure of the Indemnitee to give the Indemnitor notice as provided herein shall not relieve the Indemnitor of its obligations hereunder. In case any litigation is brought against any Indemnitee, the Indemnitor shall be entitled to participate in (and at the request of the Indemnitee shall assume) the defense thereof with counsel satisfactory to Indemnitee at the Indemnitor's expense. If the Indemnitor, at the Indemnitee's request, shall assume the defense of any settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a release of the Indemnitee, satisfactory to the Indemnitee, from all liability with respect to such litigation.
Indemnification Against Third-Party Claims. Each Party (the “Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group), from any and all Claims (as hereinafter defined). “Claim” means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable costs and attorneys’ fees)),
Indemnification Against Third-Party Claims. Company shall indemnify, defend, and hold harmless Supplier, its successors, permitted assigns, affiliates, controlling persons, directors, officers, employees, servants and agents, including but not limited to contractors, subcontractors and their employees of any of them (collectively, “Indemnified Supplier Party”), from and against any Losses suffered, incurred or sustained by any Indemnified Supplier Party or to which any Indemnified Supplier Party becomes subject, resulting from, arising out of, or relating to any Claim by a third party not controlled by or under common ownership and/or control with Supplier (whether or not well founded, meritorious or unmeritorious) relating to any actual or alleged personal injury or death or damage to property, in any way arising out of, incident to, or resulting directly or indirectly from the acts or omissions of Company, except to the extent that any such Loss is attributable to the gross negligence or willful misconduct of an Indemnified Supplier Party.