Indemnification by Carrier. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Carrier shall, and shall cause the other members of the Carrier Group to, indemnify, defend and hold harmless (x) UTC, each member of the UTC Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “UTC Indemnitees”), and (y) Otis, each member of the Otis Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Otis Indemnitees”), from and against any and all Liabilities of the UTC Indemnitees and the Otis Indemnitees, respectively, relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):
Indemnification by Carrier. (a) Carrier shall defend, indemnify and hold harmless Agent and its present and future owners, directors, officers, employees, contractors, and agents (collectively the "Indemnitees") and each of them from and against any and all loss, costs, damages, claims, expenses (including attorneys' fees), or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death or disease of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the performance or nonperformance of the work contemplated by this Agreement which is or is alleged to be caused by any act, omission, default or negligence (whether active or passive) of Carrier or its employees, agents, contractors or subcontractors, or (ii) the failure of the Carrier to comply with any of the provisions of this Agreement or the failure of Carrier to conform to statutes, ordinances, or other regulations or requirements of any governmental authority in connection with the performance of the services provided for in this Agreement.
Indemnification by Carrier. Carrier shall indemnify and hold harmless Broker (and Xxxxxx’s respective customer) from and against any and all losses, liabilities, damages, costs, fines, expenses, deficiencies, taxes and reasonable fees and expenses of counsel and agents, including any costs incurred in enforcing this Agreement, that Broker may sustain, suffer or incur arising from:
Indemnification by Carrier. Carrier shall indemnify, defend and hold harmless BecoCom, its Affiliates, and all officers, directors, employees, shareholders, partners, members and agents of BecoCom and its Affiliates, from and against any and all claims, demands, liabilities (including reasonable attorneys' fees), and judgments, fines, settlements and other amounts ("Damages") arising from any and all civil, criminal, administrative or investigative proceedings ("Claims") relating to or arising out of:
Indemnification by Carrier. CARRIER agrees to indemnify and hold harmless the NASE and each of the NASE's officers, directors, employees and agents (collectively, a "NASE Indemnified Party") from and against any and all losses, damages (including, without limitation, actual damages, compensatory damages, punitive damages and extra-contractual damages), liabilities, penalties, regulatory fines, costs and expenses (including, without limitation, attorneys' fees, investigation costs and all other reasonable costs associated with the defense thereof) (collectively, "Losses"), as incurred, arising out of or relating to the following:
Indemnification by Carrier. 14(a). CARRIER agrees to defend, indemnify, and hold CONTRACTOR harmless from any claim (including any for which CONTRACTOR is not indemnified by CARRIER's insurance) of direct, indirect, or consequential loss, damage, delay, fine, civil penalty, or expense, including reasonable attorneys' fees and costs of litigation (together "Damages") that CONTRACTOR pays or otherwise incurs arising out of or in connection with CARRIER’s (including CARRIER's agents' or employees') negligence, gross negligence, willful misconduct, material breach of this Agreement, or other culpable acts or omissions. This indemnification shall not apply to any claim of loss or damage to the Equipment or to CONTRACTOR's other property, or to any claim arising out of or in connection with CONTRACTOR's operation of the Equipment for any purpose other than the performance of CONTRACTOR's obligations under this Agreement. CONTRACTOR shall furnish CARRIER with a written explanation and itemization of any claim for cargo or property damage. This Section shall remain in full force and effect both during and after the termination of this Agreement.
Indemnification by Carrier. CARRIER agrees to indemnify and hold harmless AFS and each of AFS's officers, directors, employees and agents (collectively, an "AFS Indemnified Party") from and against any and all losses, damages (including, without limitation, actual damages, compensatory damages, punitive damages and extra-contractual damages), liabilities, penalties, regulatory fines, costs and expenses (including, without limitation, attorneys' fees, investigation costs and all other reasonable costs associated with the defense thereof) (collectively, "Losses"), as incurred, arising out of or relating to the following:
Indemnification by Carrier. 3FPL agrees that it shall protect, defend, indemnify and hold harmless Shipper, from and against all liabilities, losses, costs, damages, expenses, claims, attorneys' fees, and disbursements of any kind or of any nature whatsoever imposed upon Shipper, whether incurred directly or indirectly by Shipper, by virtue of, or in connection with, or arising out of any:
Indemnification by Carrier. CARRIER agrees to indemnify and hold harmless the ALLIANCE and each of the ALLIANCE's officers, directors, employees and agents (collectively, an "ALLIANCE Indemnified Party") from and against any and all losses, damages (including, without limitation, actual damages, compensatory damages, punitive damages and extra-contractual damages), liabilities, penalties, regulatory fines, costs and expenses (including, without limitation, attorneys' fees, investigation costs and all other reasonable costs associated with the defense thereof) (collectively, "Losses"), as incurred, arising out of or relating to (a) any breach of, or any inaccuracy in, any representation or warranty made by CARRIER in this Agreement; (b) any breach of, or failure by, CARRIER to perform any covenant or obligation of CARRIER set out in this Agreement; and (c) any other Loss resulting from, or arising out of any acts, occurrences or matters caused by CARRIER, including but not limited to CARRIER's Cornerstone America marketing division ("Cornerstone") and the independent insurance agents under contract with Cornerstone, provided that such Loss was not caused in whole or in material part by the act or omission of an ALLIANCE Indemnified Party.
Indemnification by Carrier. CARRIER agrees to indemnify and hold harmless the ALLIANCE and each of the ALLIANCE's officers, directors, employees and agents (collectively, an "ALLIANCE Indemnified Party") from and against any and all losses, damages (including, without limitation, actual damages, compensatory damages, punitive damages and extra-contractual damages), liabilities, penalties, regulatory fines, costs and expenses (including, without limitation, attorneys' fees, investigation costs and all other reasonable costs associated with the defense thereof) (collectively, "Losses"), as incurred, arising out of or relating to the following:
