Common use of Recipient Indemnity Clause in Contracts

Recipient Indemnity. Subject to Section 8.1 and without limiting any of the indemnification, damages or remedy provisions that are expressly contained in the Merger Agreement, the Separation Agreement or any other Transaction Document (including Section 7.8 of the Merger Agreement and Section 2.14 and Article VI of the Separation Agreement), Recipient agrees to indemnify, defend and hold harmless Provider, its Subsidiaries and each of their respective representatives, and each of the successors and assigns of any of the foregoing (collectively, the “Provider Indemnitees”), from and against any and all Losses to the extent arising from, relating to or in connection with (a) Recipient’s breaches of confidentiality obligations under Article VII or obligations to pay Fees, reimbursable costs and expenses, Early Termination Costs or other amounts due and payable under this Agreement, (b) Recipient’s gross negligence, fraud or willful misconduct in connection with this Agreement and (c) this Agreement, any Services provided by such Provider Indemnitee hereunder, or any use of such Service by Recipient, any of its respective Affiliates or any other Person, except to the extent such damages, loss, cost or liability are actually caused by the Provider Indemnitee’s gross negligence, fraud or willful misconduct.