Common use of Mutual Indemnifications Clause in Contracts

Mutual Indemnifications. The Optionor covenants and agrees with the Optionee, and the Optionee covenants and agrees with the Optionor (the Party so covenanting being referred to in this Section as the "INDEMNIFYING PARTY", and the other Party being referred to in this Section as the "INDEMNIFIED PARTY") that the Indemnifying Party shall: (a) be solely liable and responsible for any. and all Claims which the Indemnified Party or any of its respective directors, officers, servants, agents and employees, together with the Successors, assigns, administrators, executors, heirs and all other legal representatives of the foregoing, may suffer, sustain, pay or incur; and (b) indemnify and save the Indemnified Party and its respective directors, officers, servants, agents and employees, together with the Successors, assigns, administrators, executors, heirs and all other legal representatives of the foregoing, harmless from any and all Claims which may be brought against or suffered by such Persons or which they may sustain, pay or incur, as a result of, arising out of, attributable to or connected with any breach or non-fulfillment of any representation, warranty, covenant or agreement on the part of the Indemnifying Party under this Agreement (other than a breach or non-fulfillment of the Optionee's option to exercise any of the Options pursuant to Article 3 hereof) or any misstatement or inaccuracy of or any other incorrectness in or breach of any representation or warranty of the Indemnifying Party contained in this Agreement or in any certificate or other document furnished by the Indemnifying Party pursuant to this Agreement. For greater certainty and without limiting the generality of the foregoing, the Parties acknowledge and agree that the Optionee shall not be responsible for any environmental or other liabilities accrued on the Property by the Optionor prior to the Effective Date, and the Optionor hereby agrees to indemnify and hold harmless the Optionee and all of its directors, officers, servants, agents and employees, together with the Successors, assigns, administrators, executors, heirs and all other legal representatives of the Optionee, in connection with such matters.

Mutual Indemnifications. The Optionor covenants and agrees with Either party to this Agreement (You, on the Optioneeone hand, and SwervePay, on the Optionee covenants other hand) will defend, indemnify, save and agrees with hold harmless the Optionor (the Party so covenanting being referred to in this Section as the "INDEMNIFYING PARTY", other party and the other Party being referred to in this Section as the "INDEMNIFIED PARTY") that the Indemnifying Party shall: (a) be solely liable and responsible for any. and all Claims which the Indemnified Party or any of its respective officers, directors, officersagents, servantsAffiliates, agents distributors, franchisees and employees, together with the Successors, assigns, administrators, executors, heirs and all other legal representatives employees of the foregoing, may suffer, sustain, pay or incur; and (b) indemnify and save the Indemnified Party and its respective directors, officers, servants, agents and employees, together with the Successors, assigns, administrators, executors, heirs and all other legal representatives of the foregoing, harmless party from any and all Claims which may be brought against third-party claims, demands, liabilities, costs or suffered by such Persons or which they may sustainexpenses, pay or incurincluding reasonable attorneys’ fees, as a result of, arising out of, attributable to or connected with any breach or non-fulfillment of any representation, warranty, covenant or agreement on resulting from the part of the Indemnifying Party under this Agreement (other than a breach or non-fulfillment of the Optionee's option to exercise any of the Options pursuant to Article 3 hereof) or any misstatement or inaccuracy of or any other incorrectness in or indemnifying party’s material breach of any duty, representation or warranty of the Indemnifying Party contained in this any Customer Agreement or in these TOS, as amended. An “Indemnified Party” party’s right to indemnification is conditioned upon the following: prompt written notice to the party obligated to provide indemnification (“Indemnifying Party”) of any certificate claim, action or other document furnished demand for which indemnity is sought; control of the investigation, preparation, defense and settlement thereof by the Indemnifying Party; and such reasonable cooperation by the indemnified part, at the Indemnifying Party’s request and expense, in the defense of the claim. The Indemnified Party pursuant shall have the right to this Agreementparticipate in the defense of a claim by the indemnifying party with counsel of the Indemnified Party’s choice at the Indemnified Party’s expense. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or consent to the entry of any judgment that makes any admissions in the Indemnified Party’s name or imposes any liability upon the Indemnified Party. Customer agrees not to use the Services in violation of any local, state or Federal laws, rules or regulations, or orders, including, but not limited to the Telephone Consumer Protection Act of 1991 (“TCPA”) and its related July 10, 2015 Omnibus Ruling, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its related Rules and Regulations, and agrees to indemnify, defend and hold SwervePay and any Affiliated Entity harmless from and against all Losses (defined below) that are incurred, suffered or paid, directly or indirectly, by any of them in connection with, arising out of or resulting from any claim alleging improper or illegal use of any of the Products and Services provided to Customer or any of Customer’s clients by SwervePay or any Affiliated Entity, including but not limited to any claims arising from following the direction of Customer for communications to its clients as to frequency of sending messages by any medium, including but not limited to text, e-mail, facsimile or paper regarding any matter, including but not limited to past due sums, deposits for anticipated procedures, estimates of cost of procedures, appointment reminders, payment receipts or other communications. For greater certainty purposes of this Section, indemnification of SwervePay and without limiting the generality of the foregoingany Affiliated Entity includes, the Parties acknowledge and agree that the Optionee shall but is not be responsible for any environmental or other liabilities accrued on the Property by the Optionor prior to the Effective Date, and the Optionor hereby agrees to indemnify and hold harmless the Optionee and all of its directors, officers, servants, agents and employees, together with the Successors, assigns, administrators, executors, heirs and all other legal representatives of the Optionee, in connection with such matters.limited

Mutual Indemnifications. The Optionor covenants and agrees with the Optionee, and the Optionee covenants and agrees with the Optionor (the Party so covenanting being referred to in this Section as the "INDEMNIFYING PARTY"“Indemnifying Party”, and the other Party being referred to in this Section as the "INDEMNIFIED PARTY"“Indemnified Party”) that the Indemnifying Party shall: (a) be solely liable and responsible for any. any and all Claims which the Indemnified Party or any of its respective directors, officers, servants, agents and employees, together with the Successors, assigns, administrators, executors, heirs and all other legal representatives of the foregoing, may suffer, sustain, pay or incur; and (b) indemnify and save the Indemnified Party and its respective directors, officers, servants, agents and employees, together with the Successors, assigns, administrators, executors, heirs and all other legal representatives of the foregoing, harmless from any and all Claims which may be brought against or suffered by such Persons or which they may sustain, pay or incur, as a result of, arising out of, attributable to or connected with any breach or non-non- fulfillment of any representation, warranty, covenant or agreement on the part of the Indemnifying Party under this Agreement (other than a breach or non-fulfillment of the Optionee's ’s option to exercise any of the Options pursuant to Article 3 hereof) or any misstatement or inaccuracy of or any other incorrectness in or breach of any representation or warranty of the Indemnifying Party contained in this Agreement or in any certificate or other document furnished by the Indemnifying Party pursuant to this Agreement. For greater certainty and without limiting the generality of the foregoing, the Parties acknowledge and agree that the Optionee shall not be responsible for any environmental or other liabilities accrued on the Property by the Optionor prior to the Effective Datedate of this Agreement, and the Optionor hereby agrees to indemnify and hold harmless the Optionee and all of its directors, officers, servants, agents and employees, together with the Successors, ,assigns, administrators, executors, heirs and all other legal representatives of the Optionee, in connection with such matters.