Common use of Indemnification by Carrier Clause in Contracts

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, 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.