Breach Indemnification. Business Associate shall indemnify, defend and hold Covered Entity and its officers, directors, employees, agents, successors and assigns harmless, from and against all reasonable losses, claims, actions, demands, liabilities, damages, costs and expenses (including costs of judgments, settlements, court costs and reasonable attorneys’ fees actually incurred) (collectively, “Information Disclosure Claims”) arising from or related to: (i) the use or disclosure of Individually Identifiable Information (including PHI) by Business Associate in violation of the terms of this Agreement or applicable law, and (ii) whether in oral, paper or electronic media, any HIPAA Breach of unsecured PHI and/or State Breach of Individually Identifiable Information by Business Associate. If Business Associate assumes the defense of an Information Disclosure Claim, Covered Entity shall have the right, at its expense and without indemnification notwithstanding the previous sentence, to participate in the defense of such Information Disclosure Claim. Business Associate shall not take any final action with respect to any Information Disclosure Claim without the prior written consent of Covered Entity. Covered Entity likewise shall not take any final action with respect to any Information Disclosure Claim without the prior written consent of Business Associate. To the extent permitted by law and except when caused by an act of Covered Entity or resulting from a disclosure to a Recipient required or directed by Covered Entity to receive the information, Business Associate shall be fully liable to Covered Entity for any acts, failures or omissions of Recipients in furnishing the services as if they were the Business Associate’s own acts, failures or omissions.
Breach Indemnification. Business Associate shall indemnify, defend and hold Facility and its officers, directors, employees, agents, successors and assigns harmless, from and against any and all losses, claims, actions, demands, liabilities, damages, costs and expenses (including costs of judgments, settlements, court costs and reasonable attorneys’ fees actually incurred) (collectively, “Information Disclosure Claims”) arising from or related to: (i) the use or disclosure of Individually Identifiable Information (including PHI) in violation of the terms of this Agreement or applicable law, and (ii) whether in oral, paper or electronic media, any HIPAA Breach of unsecured PHI and/or State Breach of Individually Identifiable Information. If Business Associate assumes the defense of an Information Disclosure Claim, Facility shall have the right, at its expense, to participate in the defense of such Information Disclosure Claim. Business Associate shall not take any final action with respect to any Information Disclosure Claim without the prior written consent of Facility. To the extent permitted by law, Business Associate shall be fully liable to Facility for any acts, failures or omissions of Recipients in furnishing the services as if they were the Business Associate’s own acts, failures or omissions.
Breach Indemnification. Each Party (the “Indemnifying Party”) shall indemnify, defend and hold the other Party harmless from and against any and all actual losses, liabilities, damages, costs and expenses (collectively, “Information Disclosure Claims”) arising directly from (i) the use or disclosure of Individually Identifiable Information (including PHI) in violation of the terms of this Agreement or applicable law, and (ii) any HIPAA Breach of unsecured PHI and/or any State Breach of Individually Identifiable Information. The Indemnifying Party will assume the defense of any Information Disclosure Claim; the other Party may participate, at its expense, in the defense of such Information Disclosure Claim. the Indemnifying Party shall not take any final action with respect to any Information Disclosure Claim without the prior written consent of the Other Party.
Breach Indemnification. Xxxxxxx will fully indemnify the Company and its shareholders, members, managers, officers, directors, employees and independent contractors against and will hold its shareholders, members, managers, officers, directors, employees and independent contractors harmless from any and all claims, costs, damages, demands, expenses (including without limitation attorneys’ fees), judgments, losses or other liabilities of any kind or nature whatsoever arising from or directly or indirectly related to any material breach or failure by Xxxxxxx to comply with any or all of the provisions of this Agreement. Xxxxxxx further agrees that his continuing entitlement to the amounts described in Paragraphs 2 and 3 is contingent on his compliance with the provisions of this Agreement. Further, Xxxxxxx acknowledges that a breach of any provision of this Agreement by him shall entitle the Company, at its sole discretion, to cease making payments under this Agreement and to recover amounts already paid hereunder. The Company will fully indemnify Xxxxxxx against and will hold him harmless from any and all claims, costs, damages, demands, expenses (including without limitation attorneys’ fees), judgments, losses or other liabilities of any kind or nature whatsoever arising from or directly or indirectly related to any material breach or failure by the Company to comply with any or all of the provisions of this Agreement.
Breach Indemnification. If CCR breaches this Agreement or attempts to void the release contained herein or files a claim regarding any matter that is intended to be released in this Agreement, CCR shall lose any right to any unpaid Severance Amount, payments for medical insurance and/or Bonus Payment from Citizens and shall repay to Citizens any of such payments previously paid to CCR, regardless of whether or not the release contained herein is found to be valid or enforceable. Repayment of any or all of the consideration for this Agreement to Citizens does not void the releases contained herein. Nothing in this paragraph or elsewhere in the Agreement shall be construed as discouraging, prohibiting or limiting CCR from enforcing this Agreement, pursuing any available remedy at law or in equity in the event of a breach by Citizens, or filing a claim related to any matter not expressly released in this Agreement. Each party, as the indemnifying party, agrees to indemnify and hold the other harmless from all liability, costs and expenses, including attorneys’ fees and litigation expenses, that the other may incur as a result of a breach of this Agreement by the indemnifying party, an unsuccessful action to enforce this Agreement against the other by the indemnifying party or the attempt by the indemnifying party to maintain any claim, cause of action or demand expressly released in this Agreement, including those described in Section 7 of this Agreement.
Breach Indemnification. Subcontractor shall indemnify, defend and hold TokenEx and their respective officers, directors, employees, agents, successors and assigns harmless from and against any and all losses, claims, actions, demands, liabilities, damages, costs and expenses (including costs of judgments, settlements, court costs and reasonable attorneys’ fees actually incurred) (collectively “Information Disclosure Claims”) arising from or related to: (i) the use or disclosure of Individually Identifiable Information (including PHI) in violation of the terms of this Agreement or applicable law; and (ii) whether in oral, paper or electronic media, any HIPAA Breach of unsecured PHI and/or State Breach of Individually Identifiable Information. If Subcontractor assumes the defense of an Information Disclosure Claim, TokenEx shall have the right, at its expense, to participate in the defense of such Information Disclosure Claim. Subcontractor shall not take any final action with respect to any Information Disclosure Claim without the prior written consent of TokenEx. To the extent permitted by law, Subcontractor shall be fully liable to TokenEx for any acts, failures or omissions of its Vendor Subcontractors and agents in furnishing the services as if they were Subcontractor’s own acts, failures or omissions. For purposes of this Section 9.3, PHI and Individually Identifiable Information shall refer to PHI and Individually Identifiable Information used, disclosed, accessed, created, maintained, received or transmitted by, and/or under the direction or control of, Subcontractor and/or its Vendor Subcontractors at the time of any HIPAA Breach and/or State Breach. This Section 9.3 shall survive the expiration or termination of this Agreement and shall remain in effect for so long as Subcontractor maintains PHI or Individually Identifiable Information.
Breach Indemnification. The Town and ACT shall each defend, indemnify and hold harmless the other party Town and its officers, employees, agents and representatives, from and against all claims, demands, lawsuits, proceedings, judgments, losses, costs and expenses, including but not limited to reasonable attorney’s fees, which arise from any breach of this Agreement by the indemnifying partyACT or from the negligence or other misconduct of the indemnifying partyACT or its agents in connection with use of the Premises.
Breach Indemnification. Lessor agrees to indemnify and hold harmless Lessee for any liability which might arise by virtue of Lessor's breach of the Current Employment Agreement.
Breach Indemnification. Contractor shall indemnify, defend and hold harmless the City and its officers, officials, agents and employees from and against all losses, claims, actions, demands, liabilities, damages, costs and expenses (including costs of judgments, settlements, court costs and reasonable attorneys’ fees incurred) arising from or related to: (i) the use or disclosure of PHI by Contractor, its subcontractors or agents in violation of the terms of this BAA or applicable law, and (ii) whether in oral, paper or electronic media, any Breach of unsecured PHI by Contractor, its subcontractors or agents (collectively, “Claims”). If Contractor assumes the defense of a Claim, City shall have the right to participate in the defense. Contractor shall not take any final action with respect to any Claim without the prior written consent of City. To the extent permitted by law, Contractor shall be fully liable to City for any acts, failures or omissions of its subcontractors and agents as if they were the Contractor’s own acts, failures or omissions. This section 20, Breach Indemnification, shall survive the termination or expiration of this BAA.
Breach Indemnification. Business Associate will indemnify, defend, and hold Covered Entity and its officers, directors, employees, agents, successors, and assigns harmless, from and against any and all losses, claims, actions, demands, liabilities, damages, costs, and expenses (including costs of notification, judgments, settlements, court costs and reasonable attorneys’ fees actually incurred) (collectively, “Information Disclosure Claims”) arising from or related to:
