Common use of BY AEC Clause in Contracts

BY AEC. AEC shall indemnify, hold harmless and defend Company and all of Company's members, employees, officers, directors and agents from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including reasonable attorneys' fees incurred, with or without suit, in arbitration or mediation, on appeal or in a bankruptcy or similar proceeding) (collectively, "Claims") threatened, asserted or filed by a third party against any of the aforesaid persons or entities to the extent that such third party Claims arise out of or relate to (i) the breach of any material warranty, representation or agreement made by AEC in this Agreement; or (ii) any grossly negligent or tortuous act, willful misconduct or willful omission by AEC; provided, however, that AEC shall not be liable for any errors, omissions or inaccuracies in the Databases, or the updates thereof unless caused by AEC's gross negligence or willful neglect. Furthermore, AEC shall not be liable for any delays or interruptions in the delivery, transmission or distribution of the Databases or the updates by reason of unavoidable equipment failure, communication circuit failure, power failure, Acts of God, government intervention, fire, flood, or other Acts beyond AEC's reasonable control. Claims arising from modifications by Company of the Databases or as a result of a failure by Company to implement any enhancements, improvements, or updates to the Databases as supplied by AEC, shall be deemed excluded from the indemnity under this paragraph 11.1.

BY AEC. AEC shall indemnify, hold harmless and defend Company COMPANY and all of CompanyCOMPANY's members, employees, officers, directors and agents from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable attorneys' fees incurred, with or without suit, in arbitration or mediation, on appeal or in a bankruptcy or similar proceeding) (collectively, "Claims") threatened, asserted or filed by a third party against any of the aforesaid persons or entities to the extent that such third party Claims arise out of or relate to (i) the breach of any material warranty, representation or agreement made by AEC in this Agreement; or (ii) any grossly negligent or tortuous tortious act, willful misconduct or willful omission by AEC; provided, however, the foregoing indemnity obligation shall be binding if, and only to the extent that, the Claim at issue does not arise out of or relate to a matter in respect of which AEC is entitled to indemnification under Section 6.2 below.. and provided, further, that AEC shall not be liable for any errors, omissions or inaccuracies in the DatabasesDATABASES, or the updates thereof unless caused by AEC's gross negligence or willful neglect. Furthermore, AEC shall not be liable for any delays or interruptions in the delivery, transmission or distribution of the Databases DATABASES or the updates by reason of unavoidable equipment failure, communication circuit failure, power failure, Acts of God, government intervention, fire, flood, or other Acts beyond AEC's reasonable control. Claims arising from modifications by Company Any COMPANY modification of the Databases DATABASES or as a result of a any failure by Company COMPANY to implement any enhancements, improvements, or updates to the Databases DATABASES as supplied by AEC, AEC shall be deemed excluded from void the indemnity under Section 6.1 of this paragraph 11.1.Agreement

BY AEC. AEC shall indemnify, hold harmless and defend Company COMPANY and all of CompanyCOMPANY's members, employees, officers, directors and agents from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable attorneys' fees incurred, with or without suit, in arbitration or mediation, on appeal or in a bankruptcy or similar proceeding) (collectively, "Claims") threatened, asserted or filed by a third party against any of the aforesaid persons or entities to the extent that such third party Claims arise out of or relate to (i) the breach of any material warranty, representation or agreement made by AEC in this Agreement; or (ii) any grossly negligent or tortuous tortious act, willful misconduct or willful omission by AEC; provided, however, the foregoing indemnity obligation shall be binding if, and only to the extent that, the Claim at issue does not arise out of or relate to a matter in respect of which AEC is entitled to indemnification under Section 6.2 below and provided, further, that AEC shall not be liable for any errors, omissions or inaccuracies in the DatabasesDATABASES, or the updates thereof unless caused by AEC's gross negligence or willful neglect. Furthermore, AEC shall not be liable for any delays or interruptions in the delivery, transmission or distribution of the Databases DATABASES or the updates by reason of unavoidable equipment failure, communication circuit failure, power failure, Acts of God, government intervention, fire, flood, or other Acts beyond AEC's reasonable control. Claims arising from modifications by Company Any COMPANY modification of the Databases DATABASES or as a result of a any failure by Company COMPANY to implement any enhancements, improvements, or updates to the Databases DATABASES as supplied by AEC, AEC shall be deemed excluded from void the indemnity under Section 6.1 of this paragraph 11.1.Agreement. 100

BY AEC. AEC shall indemnify, hold harmless and defend Company COMPANY and all of CompanyCOMPANY's members, employees, officers, directors and agents from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable attorneys' fees incurred, with or without suit, in arbitration or mediation, on appeal or in a bankruptcy or similar proceeding) (collectively, "Claims") threatened, asserted or filed by a third party against any of the aforesaid persons or entities to the extent that such third party Claims arise out of or relate to (ito(i) the breach of any material warranty, representation or agreement made by AEC in this Agreement; or (ii) any grossly negligent or tortuous act, willful misconduct or willful omission by AEC; provided, however, the foregoing indemnity obligation shall be binding if, and only to the extent that, the Claim at issue does not arise out of or relate to a matter in respect of which AEC is entitled to indemnification under Section 6.2 below and provided, further that AEC shall not be liable for any errors, omissions or inaccuracies in the DatabasesDATABASES, or the updates thereof unless caused by AEC's gross negligence or willful neglect. Furthermore, AEC shall not be liable for any delays or interruptions in the delivery, transmission or distribution of the Databases DATABASES or the updates by reason of unavoidable equipment failure, communication circuit failure, power failure, Acts of God, government intervention, fire, flood, or other Acts beyond AEC's reasonable control. Claims arising from modifications by Company Any COMPANY modification of the Databases DATABASES or as a result of a any failure by Company COMPANY to implement any enhancements, improvements, or updates to the Databases DATABASES as supplied by AEC, AEC shall be deemed excluded from void the indemnity under Section 6.1 of this paragraph 11.1Agreement.