Indemnification by DHSC Sample Clauses

Indemnification by DHSC. DHSC agrees to indemnify and hold harmless DHS and its affiliates, agents, employees, officers, directors, partners, members and shareholders, from and against any and all liabilities, damages, costs, compensation, losses, expenses, fines, penalties and attorneys’ fees of any kind (collectively referred to as “Losses”) that may accrue to or be sustained by DHS or such assigns during or relating to the SOW Term, including those on account of any claim, demand, charge, suit, action, investigation or proceeding made or brought against DHS or such assigns by any person or entity, arising out of or resulting from: (i) DHSC negligence or willful misconduct; (ii) DHSC’s breach of its obligations under this SOW; or (iii) DHSC’s violation of any applicable laws or regulatory requirements in connection with its ownership and operation of the Newco Companies; provided that any such Loss has not been caused by the gross negligence or willful misconduct of DHS. Notwithstanding the foregoing, DHSC’s indemnification obligation with respect to any claim, damage, loss or expense under this Section shall be reduced by the amount of any third-party insurance actually collected by DHS with respect to such claim, damage, loss or expense and nothing in this Section shall be construed to relieve any insurance carrier of its obligations under any insurance coverage maintained by either Party or its affiliates, which in all cases shall be primary to the indemnification obligations hereunder.