Indemnification of Recipient by Provider Sample Clauses

The "Indemnification of Recipient by Provider" clause requires the provider to compensate or protect the recipient from losses, damages, or liabilities that may arise due to the provider's actions or omissions. Typically, this means if the provider's conduct leads to a third-party claim against the recipient, the provider must cover legal costs, settlements, or judgments. This clause serves to allocate risk by ensuring the recipient is not financially harmed by issues caused by the provider, thereby promoting fairness and accountability in the contractual relationship.
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Indemnification of Recipient by Provider. Provider agrees to indemnify and hold harmless the Recipient, each of its Affiliates and its and their respective directors, officers, agents, consultants, representatives and/or employees (each, a “Recipient Indemnified Person”) from and against any Losses incurred (including in investigating, preparing, or defending any Action) to the extent such Losses have arisen out of the gross negligence or willful misconduct of any Provider Indemnified Person in connection with the Services rendered or to be rendered pursuant to this Agreement.
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Indemnification of Recipient by Provider. Provider agrees to indemnify and hold harmless each member of the Recipient Group and their respective directors, officers, agents, and employees (each, a “Recipient Indemnified Person”) from and against any damages, and shall reimburse each Recipient Indemnified Person for all reasonable expenses as they are incurred in investigating, preparing, or defending any Action, to the extent such damages have been finally determined by a court of competent jurisdiction to have arisen out of the gross negligence or willful misconduct of any Provider Indemnified Person in connection with the Services rendered or to be rendered pursuant to this Agreement.
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Indemnification of Recipient by Provider. Subject to the limitations set forth in Section 6(d), each Provider shall indemnify and hold harmless each Recipient and their respective Affiliates and Representatives (each, a “Recipient Indemnified Party”) from and against any Loss suffered or incurred by such Recipient Indemnified Party to the extent caused by, resulting from or in connection with the gross negligence or willful misconduct of any Provider, and shall reimburse each Recipient Indemnified Party for all reasonable out-of-pocket expenses related thereto.
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Indemnification of Recipient by Provider. Subject to Section 6.2, Seller shall procure that Provider indemnifies, defends and holds harmless each Recipient Party from and against any Losses actually incurred to the extent resulting from any Provider Indemnifying Party’s (a) violation of applicable Law, (b) breach of this Agreement, (c) infringement, misappropriation, or any other violation of third party intellectual property in providing the applicable Services, or (d) willful misconduct in providing the applicable Services; provided that Provider shall not be responsible for any Losses of any Recipient Indemnified Party to the extent such Losses have resulted from a Recipient Indemnified Party’s (x) breach of this Agreement, (y) violation of applicable Law, or (z) bad faith, gross negligence or willful misconduct. If Provider fails to provide a Service in breach of this Agreement, Losses shall include Recipient’s incremental cost of performing such Service itself or Recipient’s incremental cost of obtaining such Service from a third party, including any costs or surcharges relating to obtaining such Service on an expedited basis, if required.
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Indemnification of Recipient by Provider. Provider agrees to indemnify and hold harmless the Recipient, each of its Affiliates and its and their respective directors, officers, agents, consultants, representatives and/or employees (each, a “Recipient Indemnified Person”) from and against any Losses incurred (including in investigating, preparing, or defending any Action) to the extent such Losses have arisen out of the gross negligence or willful misconduct of any Provider Indemnified Person in connection with the Services rendered or to be rendered pursuant to this Agreement. (NY) 14150/039/8K/EXHIBITS FOR MUSA 8K/Exhibit 10.2 Transition Services Agreement.doc
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Indemnification of Recipient by Provider. Provider agrees to indemnify and hold harmless Recipient , its Affiliates, and its and their respective directors, officers, agents, consultants, employees, or other Representatives (each, a “Recipient Indemnified Person”) from and against any Damages, and to reimburse each Recipient Indemnified Person for all reasonable expenses (including reasonable attorneys’ fees) as they are incurred in investigating, preparing, pursuing, or defending any Action, whether or not in connection with pending or threatened litigation and whether or not any Provider Indemnified Person is a party, in each case solely to the extent such Damages have resulted from a Provider Indemnified Person’s gross negligence or willful misconduct in connection with any Services rendered or to be rendered by or on behalf of any Provider Indemnified Person pursuant to this Agreement (including Services rendered prior to the Effective Date), the transactions contemplated hereby, or any actions or inactions by or on behalf of any Provider Indemnified Person in connection with any such Services or transactions.
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Related to Indemnification of Recipient by Provider

  • Indemnification by Provider If an action is brought against SAP by a third party arising from (a) any taxes and related costs, interest and penalties paid or payable by SAP, (b) Provider’s representations not authorized by SAP, (c) Provider’s breach of this Agreement, including but not limited to: (i) any breach or violation of applicable export laws or regulations; or (ii) action in excess of Provider’s authority hereunder and arising out of any claims by any Customers or End Users; or (d) Provider’s failure to comply with the terms of the Customer Service Agreement, (e) any agreement between Provider and its distributors, resellers or Customers, (f) a claim that any Provider Confidential Information infringes, misappropriates or violates any patent, copyright or trademark of any third party or Provider's combining (or its authorizing others to combine) the Software with any products not provided by SAP, or (g) a third party’s assertion that Provider acted as SAP's agent or otherwise on its behalf, then Provider shall defend SAP, at Provider's expense, and shall pay any settlement amounts Provider authorizes and all damages, costs and attorneys’ fees finally awarded against SAP in the action. Provider shall indemnify and hold harmless SAP from any damages and costs SAP incurs as a consequence of any infringement of intellectual property rights of third parties caused by any of the circumstances set forth in this Section or the use of the Software not in accordance with this Agreement.

  • Indemnification by Servicer The Servicer shall indemnify and hold harmless the Trustee and the Depositor and their respective officers, directors, agents and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or Affiliates of its obligations under Sections 3.17, 3.18 and 3.20, any material misstatement or omission in any documents prepared thereunder (to the extent the Servicer is responsible for providing information or calculating amounts included in such information), the failure of such Servicer or any related Sub-Servicer or Subcontractor to deliver or cause to be delivered when required any Assessment of Compliance or Accountant's Attestation required of it pursuant to Section 3.18 or Annual Statement of Compliance required pursuant to Section 3.17, as applicable, or any material misstatement or omission contained in any Assessment of Compliance, Accountant's Attestation or Annual Statement as to Compliance provided on its behalf pursuant to Section 3.18 or 3.17, as applicable, or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the indemnified parties, then the Servicer agrees that it shall contribute to the amount paid or payable by the indemnified parties as a result of the losses, claims, damages or liabilities of the indemnified parties in such proportion as is appropriate to reflect the relative fault of the Servicer on the one hand and the indemnified parties on the other.

  • Limitation of Vendor Indemnification and Similar Clauses This is a requirement of the TIPS Contract and is non-negotiable. TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, is prohibited from indemnifying third-parties (pursuant to the Article 3, Section 52 of the Texas Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent jurisdiction. Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of the State … " and the Texas Attorney General has opined that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Thus, contract clauses which require TIPS to indemnify Vendor, pay liquidated damages, pay attorney's fees, waive Vendor's liability, or waive any applicable statute of limitations must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Does Vendor agree? Yes, I Agree

  • Indemnification of Licensee Subject to Section 9.3 below, TeneoBio agrees to indemnify, hold harmless and defend Licensee, its Affiliates and their respective directors, officers, employees and agents (each, a “Licensee Indemnitee”) from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) payable to unaffiliated Third Parties, incurred by Licensee Indemnitees in connection with any and all suits, investigations, claims or demands of a Third Party (collectively, “Third Party Claims”) (A) alleging the use by TeneoBio of UniRat to generate the Antibodies infringed or misappropriated such Third Party’s intellectual property rights, (B) to the extent arising out of the breach by TeneoBio of any of its representations, warranties or covenants set forth in this Agreement or (C) to the extent arising out of the gross negligence or willful misconduct of any TeneoBio Indemnitee. Notwithstanding anything to the contrary herein, in no event shall TeneoBio be obligated to indemnify Licensee Indemnitees for any Third Party Claims to the extent such Third Party Claims would be subject to indemnification by Licensee pursuant to Section 9.2(b) or (c).

  • Indemnification of NCPS From and at all times after the date of this Escrow Agreement, Issuer shall, to the fullest extent permitted by law, defend, indemnify and hold harmless NCPS and each director, officer, employee, attorney, agent and affiliate of NCPS (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation Issuer and Broker whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Escrow Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such Indemnified Party. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by the Issuer. The obligations of Issuer under this Section 9 shall survive any termination of this Escrow Agreement and the resignation or removal of NCPS.