By APS Clause Samples
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By APS. Subject to the terms and conditions of this Section 9, APS hereby agrees to indemnify, defend and hold harmless Cobalt and CC Holdings, from, for and against all Claims asserted against, resulting to, imposed upon or incurred by Cobalt or CC Holdings, directly or indirectly, respectively, by reason of or resulting from (a) the falsity or breach of any representation, warranty or covenant of APS contained herein or made pursuant to this Agreement and (b) IRG's use of the Medical Data License or any data and information, or any associated documentation, made available to IRG under the Medical Data License.
By APS. (1) ▇▇▇▇ of Sale Delivery transferring all the assets and liabilities of APS to the ISSUER.
By APS. APS shall defend, hold harmless and indemnify each HMO Subsidiary and CHC and their respective affiliates, officers, directors, employees, agents. successors and assigns from actual and direct claims, liabilities, damages or judgments asserted against, imposed upon or incurred by any such indemnified person that arise out of APS's gross negligence, intentional wrongdoing, or breach, in the discharge of APS's responsibilities to a Member or APS's responsibilities under this Agreement. The indemnification granted under this Section expressly includes indemnification with respect to expense costs, legal fees, defense costs, court costs and amounts paid in settlement or in satisfaction of any judgment or award.
