Indemnification by Carrier Sample Clauses

Indemnification by Carrier. Carrier shall indemnify, defend and hold harmless BecoCom, its Affiliates, and all officers, directors, employees, shareholders, partners, members and agents of BecoCom and its Affiliates, from and against any and all claims, demands, liabilities (including reasonable attorneys' fees), and judgments, fines, settlements and other amounts ("Damages") arising from any and all civil, criminal, administrative or investigative proceedings ("Claims") relating to or arising out of: (i) Any failure of Carrier to materially observe or perform any term or provision of this Agreement; (ii) Any failure of any representation or warranty made by Carrier herein to be true in any material respect as of the date made or deemed made; (iii) Any Claim of any third party resulting solely from and to the extent caused by the gross negligence or willful misconduct of Carrier or any of its agents or employees; (iv) The construction, installation, maintenance or operation of any Carrier Facilities by Carrier, or the conduct or management of the Business, except to the extent such Damages are caused or contributed to by BecoCom or its Affiliates; and (v) Any Claim by any customer of Carrier relating to the provision by Carrier of Services to such customer over the Network.

Indemnification by Carrier. Carrier shall indemnify and hold harmless Broker (and ▇▇▇▇▇▇’s respective customer) from and against any and all losses, liabilities, damages, costs, fines, expenses, deficiencies, taxes and reasonable fees and expenses of counsel and agents, including any costs incurred in enforcing this Agreement, that Broker may sustain, suffer or incur arising from: (i) Carrier’s failure or alleged failure to comply, in whole or in part, with any of its obligations hereunder;

Indemnification by Carrier. 3FPL agrees that it shall protect, defend, indemnify and hold harmless Shipper, from and against all liabilities, losses, costs, damages, expenses, claims, attorneys' fees, and disbursements of any kind or of any nature whatsoever imposed upon Shipper, whether incurred directly or indirectly by Shipper, by virtue of, or in connection with, or arising out of any: (a) Failure of 3FPL to maintain appropriate licenses to carry out the purposes of this Agreement, resulting in the inability to, among other things, ship products for Shipper; (b) Claims made by any employees or agents of 3FPL or by any operations of 3FPL related to 3FPL’s provisions of Transportation Logistics Services to Shipper under the terms of this Agreement, including any claim by 3FPL personnel that they are Shipper employees for any purpose; (c) Claims arising from the negligence of 3FPL in performing Transportation Logistics Services pursuant to the terms of this Agreement; or (d) Other claims arising directly or indirectly out of the transportation of Goods on behalf of Shipper by Carriers selected by 3FPL, including but not limited to claim arising from accidents involving equipment used to transport Goods. The foregoing indemnities shall not apply to the extent that such liability arises from or as a result of any negligent act or omission of Shipper.

Indemnification by Carrier. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Carrier shall, and shall cause the other members of the Carrier Group to, indemnify, defend and hold harmless (x) UTC, each member of the UTC Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “UTC Indemnitees”), and (y) Otis, each member of the Otis Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Otis Indemnitees”), from and against any and all Liabilities of the UTC Indemnitees and the Otis Indemnitees, respectively, relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Carrier Liability; (b) any failure of Carrier, any other member of the Carrier Group or any other Person to pay, perform or otherwise promptly discharge any Carrier Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Carrier or any other member of the Carrier Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a UTC Liability or Otis Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Carrier Group by any member of the UTC Group or the Otis Group, respectively, that survives following the Effective Time; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to (i) all Information contained in the Carrier Form 10, the Carrier Information Statement or any other Carrier Disclosure Document, other than the matters described in Section 4.3(e)(ii)(y) or Section 4.4(e); and (ii) any Information in respect of Carrier, any member of the Carrier Group, the Carrier Separation, the Carrier Distribution, the Carrier Business, the Carrier Assets or the Carrier Liabiliti...

Indemnification by Carrier. Carrier shall defend, indemnify and hold harmless Agent and its present and future owners, directors, officers, employees, contractors, and agents (collectively the "Indemnitees") and each of them from and against any and all loss, costs, damages, claims, expenses (including attorneys' fees), or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death or disease of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the performance or nonperformance of the work contemplated by this Agreement which is or is alleged to be caused by any act, omission, default or negligence (whether active or passive) of Carrier or its employees, agents, contractors or subcontractors, or (ii) the failure of the Carrier to comply with any of the provisions of this Agreement or the failure of Carrier to conform to statutes, ordinances, or other regulations or requirements of any governmental authority in connection with the performance of the services provided for in this Agreement.

Indemnification by Carrier. (a) Carrier shall defend, indemnify and hold harmless Agent and its present and future owners, directors, officers, employees, contractors, and agents (collectively the "Indemnitees") and each of them from and against any and all loss, costs, damages, claims, expenses (including attorneys' fees), or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death or disease of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the performance or nonperformance of the work contemplated by this Agreement which is or is alleged to be caused by any act, omission, default or negligence (whether active or passive) of Carrier or its employees, agents, contractors or subcontractors, or (ii) the failure of the Carrier to comply with any of the provisions of this Agreement or the failure of Carrier to conform to statutes, ordinances, or other regulations or requirements of any governmental authority in connection with the performance of the services provided for in this Agreement. (b) CARRIER SHALL NOT BE LIABLE UNDER ANY THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, FOR ANY ERROR IN TRANSMISSION OR OTHER FAILURE OF ANY PAGING MESSAGE TO BE RECEIVED UNLESS A RESULT OF A WILLFUL ACT BY CARRIER INTENDED TO CAUSE SUCH A FAILURE. WITHOUT LIMITATION, CARRIER SHALL HAVE NO LIABILITY FOR PAGES NOT SENT OR RECEIVED DURING PERIODS WHEN THE PCP SYSTEM IS UNDERGOING MAINTENANCE OR REPAIR.

Indemnification by Carrier. 14(a) CARRIER agrees to defend, indemnify, and hold CONTRACTOR harmless from any claim (including any for which CONTRACTOR is not indemnified by CARRIER's insurance) of direct, indirect, or consequential loss, damage, delay, fine, civil penalty, or expense, including reasonable attorneys' fees and costs of litigation (together "Damages") that CONTRACTOR pays or otherwise incurs arising out of or in connection with

Indemnification by Carrier. SUBJECT TO ARTICLE 8, CARRIER AGREES TO DEFEND AND INDEMNIFY SHIPPER, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AND EMPLOYEES, CUSTOMERS, CONTRACTORS AND OTHER REPRESENTATIVES FROM AND AGAINST ANY LOSSES RESULTING FROM, ASSOCIATED WITH, OR ARISING OUT OF CARRIER’S PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, OR ITS NEGLIGENCE, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE.

Indemnification by Carrier. CARRIER COVENANTS THAT IT WILL RELEASE, DEFEND, INDEMNIFY, AND SAVE THE PRODUCER INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST ANY AND ALL SUITS, ACTIONS, CAUSES OF ACTION, CLAIMS, AND DEMANDS ARISING FROM OR OUT OF ANY ADVERSE CLAIMS MADE BY ANY THIRD PARTY OR BY CARRIER FOR ANY LOSS, DAMAGE, COST, OR EXPENSE RELATING TO, CAUSED BY, OR ARISING OUT OF (i) CARRIER’S OPERATION OF CARRIER’S FACILITIES, (ii) THE BREACH BY CARRIER OF ANY REPRESENTATION OR WARRANTY MADE BY CARRIER HEREUNDER, AND (iii) THE LOSS OF OR DAMAGE TO THE COMMITTED CRUDE OIL DELIVERED HEREUNDER FOR REASONS OTHER THAN THE WILLFUL MISCONDUCT OR NEGLIGENCE OF PRODUCER AFTER CARRIER’S RECEIPT OF SUCH COMMITTED CRUDE OIL AND BEFORE CARRIER’S DELIVERY OF SUCH COMMITTED CRUDE OIL TO PRODUCER OR ITS DESIGNEE.