Indemnification by Service Recipient. Notwithstanding Section 7.1, Service Recipient shall indemnify, defend and hold harmless Service Provider’s Indemnified Persons from and against any Damages resulting from any Third Party Claim to the extent caused by, resulting from or in connection with (i) any of the Transition Services rendered or to be rendered by or on behalf of Service Provider pursuant to this Agreement (including the exploitation of such Transition Services by Service Recipient or its Affiliates), (ii) the transactions contemplated by this Agreement or (iii) Service Provider’s actions or inactions in connection with any such Transition Services or transactions, provided, however, that Service Recipient shall not be responsible for any Damages of Service Provider’s Indemnified Persons to the extent that such Damages are caused by, result from or arise out of or in connection with the Service Provider’s or any of its Affiliates’ gross negligence or willful misconduct in providing any of the Transition Services.
Indemnification by Service Recipient. Service Recipient shall defend, indemnify and hold harmless Service Provider Parties and any of their Personnel, successors and permitted assigns (collectively, the “Service Provider Indemnitees”), from and against all Losses arising out of or resulting from any third-party claim, suit, action or proceeding (each, a “Covered Action”), to the extent arising out of or resulting from: (a) Service Recipient’s material breach of any of its obligations under this Agreement or (b) the subject matter of this Agreement, including the use of (or inability to use) the Services, except to the extent resulting from or arising out of Service Provider’s (i) gross negligence or willful misconduct or (ii) material breach of any of its obligations under this Agreement.
Indemnification by Service Recipient. Subject to Sections 6.2 and 6.3, the Service Recipient hereunder shall indemnify, defend and hold harmless the Service Provider, each Third Party Provider, each of their respective Affiliates and representatives, and each of the successors and assigns of any of the foregoing (collectively, the “Service Provider Indemnitees”), from and against any and all Losses, damages, liabilities, judgments, costs and expenses (including reasonable attorneys’ fees) arising out of or resulting from (a) any breach of the Service Recipient’s representations or warranties set forth in this Agreement and (b) any third party claim relating to, arising out of or resulting from the Service Provider or any third party providing Services hereunder furnishing or failing to furnish the Services provided for in this Agreement or performing any of its covenants hereunder, other than claims arising out of the negligence, fraud, bad faith, gross negligence or willful misconduct of the Service Provider or any such Third Party Provider.
Indemnification by Service Recipient. Service Recipient hereby agrees to indemnify, defend and hold harmless Service Provider, its Affiliates, its Representatives and its and their respective officers, directors, agents, employees and Affiliates, from and against any and all Losses arising out of, relating to or resulting from (i) Service Recipient’s or any of its Representatives’ gross negligence or willful misconduct related to this Agreement, (ii) Service Provider’s or any of its Representatives’ execution of an instruction of Service Recipient regarding an action to be taken under this Agreement, (iii) Service Recipient’s or any of its Representatives’ breach of this Agreement, or (iv) Third Party property damage, personal injury to a Third Party or infringement of Third Party intellectual property caused by Service Recipient or its Representatives relating to this Agreement.
Indemnification by Service Recipient. Subject to the limitations set forth in Section 4.3 and the other provisions of this Agreement, Seller, on behalf of itself and the Service Recipients, agrees to indemnify, defend and hold harmless each of Service Provider, its Affiliates and their respective officers, directors, employees, agents, successors and assigns (each, a “Service Provider Indemnified Person”, and collectively, the “Service Provider Indemnified Persons”) from and against, and shall reimburse the Service Provider Indemnified Persons for, all Losses actually sustained, incurred or suffered by any Service Provider Indemnified Person to the extent resulting from, arising out of or relating to (a) Service Recipient’s breach of this Agreement, or (b) any Service Recipient Indemnified Person’s gross negligence, willful misconduct or fraud in connection with its performance of obligations under this Agreement, other than Losses resulting from, arising out of or relating to any Service Provider Indemnified Person’s gross negligence, willful misconduct, fraud or breach of its obligations pursuant to this Agreement.
Indemnification by Service Recipient. Except where a Service Recipient Indemnitee is entitled to indemnification by a Service Provider under Section 13(b)(ii), and except as provided in Section 13(d), each Service Recipient shall, severally, not jointly, indemnify and hold each Service Provider, each of their Affiliates, and each of their respective officers, directors, managers, employees, attorneys, agents, subagents, contractors and subcontractors (each a “Service Provider Indemnitee”), harmless against any damages, liabilities, penalties, fines, judgments, assessments, losses, fees, costs or expenses (including, without limitation, reasonable fees and expenses of counsel) arising in connection with any Action, demand, suit or cause of action (each a “Claim”), to the extent resulting from any act done or suffered by any Service Provider, its Affiliates, employees (or their heirs or beneficiaries) or contractors (or their heirs or beneficiaries) in connection with its performance under this Agreement; provided, that Service Recipient shall not be required to hold any Service Provider Indemnitee harmless pursuant to this Section 13(a) to the extent any such Claim has arisen as a result of the willful misconduct, bad faith or gross negligence of any Service Provider. The obligations under this Section 13(a) shall survive the termination or expiration of this Agreement.
Indemnification by Service Recipient. (a) The term “
Indemnification by Service Recipient. Each party, as a Service Recipient (in this context, a "Service Recipient Indemnifying Party" and such party being an Indemnifying Party) agrees to indemnify and hold harmless the Service Provider and its and their the respective officers, directors, employees, agents and representatives (each, a "Service Provider Indemnified Party," and such party being an Indemnified Party), from any and all Losses to the extent arising out of or caused by any of the following: (i) the Service Recipient Indemnifying Party's willful misconduct or gross negligence; (ii) the acts or omissions of the Service Recipient Indemnifying Party except for such acts or omissions (A) required hereunder or (B) taken at the direction of the Service Provider Indemnified Party; (iii) the Service Recipient Indemnifying Party's material failure to comply with Law; (iv) acts taken by the Service Provider Indemnified Party at the Service Recipient Indemnifying Party's direction; (v) if the applicable TSA Service has been modified or altered by the Service Recipient Indemnifying Party (unless Service Provider (A) directed Service Recipient to perform the modification or alteration or (B) was aware that Service Recipient's modification or alteration would infringe any Intellectual Property right of any third party at or prior to the time such modification or alteration was made and did not inform Service Recipient of such infringement at or prior to the time such modification or alteration was made), infringement of any Intellectual Property right of any third party during the first eighteen (18) months of the Term; (vi) the Service Recipient Indemnifying Party's failure to cooperate to obtain a consent from a third party; and (vii) a failure on or after the Effective Date to separate and segregate the Acquired Subsidiaries' operations and data from the operations and data of Parent and its Affiliates that is such party's fault, unless otherwise addressed under Section 2(j)(i)(B) hereof.
Indemnification by Service Recipient. Service Recipient and each of its successors and assigns, jointly and severally, hereby agree to indemnify Service Provider and its successors and assigns against, and agree to hold them harmless from, any and all claims, losses, liabilities, damages (including fines, penalties and criminal or civil judgments and settlements), costs (including court costs) and expenses (including reasonable attorneys’ and accountants’ fees) incurred or suffered by Service Provider and/or its successors and assigns arising out of or in connection with Service Recipient’s breach of any covenant, representation, warranty or obligation of Service Recipient under this Agreement.
Indemnification by Service Recipient. Subject to the limitations set forth in this Agreement, Service Recipient and its Affiliates that receive Services hereunder shall indemnify Service Provider, each of its Affiliates and its and their respective officers, directors, employees, agents and Representatives (each, a “Service Provider Indemnified Party”) from any and all Losses incurred by such Service Provider Indemnified Party to the extent such Losses are caused by or result from (i) any fraud, gross negligence or willful misconduct by or on behalf of Service Recipient or any of its Affiliates; or (ii) any material breach by Service Recipient of any obligation set forth in this Agreement.
