INDEMNIFICATION BY PATHNET Sample Clauses
The "Indemnification by Pathnet" clause requires Pathnet to protect and compensate the other party for certain losses, damages, or liabilities that may arise from specific actions or omissions by Pathnet. Typically, this means that if a third party brings a claim against the other party due to Pathnet’s breach of contract, negligence, or infringement of intellectual property, Pathnet will cover the associated costs, including legal fees and settlements. This clause serves to allocate risk by ensuring that the party receiving services or products from Pathnet is not financially harmed by issues caused by Pathnet’s conduct.
INDEMNIFICATION BY PATHNET. To the maximum extent permitted by law, PathNet shall release, protect, defend and hold harmless Incumbent and its Affiliates and its and their respective officers, directors, employees and agents from and against any and all Losses arising from (i) personal injury, disease, death, property damage, pollution and environmental damage (including clean-up and all fines and penalties of any nature) to the extent directly or indirectly caused by or related to the negligence (whether simple or gross; active or passive), strict or absolute liability or fault of PathNet, its Affiliates or its or their officers, directors, employees, agents or contractors; (ii) the breach of any representation or warranty set forth in this Agreement by PathNet; and (iii) any claims of any violation of the antitrust laws of the United States or of any state in which the System operates, based upon terms of this Agreement.
INDEMNIFICATION BY PATHNET. PathNet agrees to indemnify, defend and hold harmless Incumbent and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all Losses and threatened Losses arising from, in connection with, or based on allegations of, any of the following:
(a) Any claims of infringement of any patent, trade secret, copyright or other proprietary rights alleged to have occurred because of systems or other resources provided by Incumbent to PathNet.
(b) Any claims arising out of the untruth, inaccuracy or breach of any representation or warranty of PathNet set forth in this Agreement.
(c) The liability of Incumbent for (i) any personal injury, disease or death of any person, (ii) damage to or loss of any property, money damages or specific performance owed to any third party (by contract or operation of law) or (iii) any fines, penalties, taxes, claims, demand charges, actions, causes of action assessments, environmental response costs, environmental penalties or injunctive obligations caused by, arising out of, or in any way incidental to, or in connection with, actions or omissions of PathNet, its officers, directors, employees, Subcontractors or agents.
(d) The liability of Incumbent arising out of any or all obligations to or contracts with customers to purchase Excess Capacity.
INDEMNIFICATION BY PATHNET. PathNet agrees to indemnify, defend and hold harmless Incumbent, its Partners, Operator, and Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all Losses and threatened Losses arising from, in connection with, or based on allegations of, any of the following:
14.2.1 Any claims of infringement of any patent, trade secret, copyright or other proprietary rights alleged to have occurred because of systems or other resources provided to Incumbent by PathNet.
14.2.2 Any claims arising out of the untruth, inaccuracy or breach of any representation or warranty of PathNet set forth in this Agreement.
(i) Any personal injury, disease or death of any person, (ii) damage to or loss of any property, money damages or specific performance owed to any Person (by contract or operation of law) or (iii) any fines, penalties, taxes, assessments, environmental response costs, environmental penalties or injunctive obligations caused by, arising out of, or in any way incidental to, or in connection with, actions or omissions of PathNet, its employees, Subcontractors or agents.
14.2.4 Any Losses, causes of action or suits arising out of Customer Agreements.
INDEMNIFICATION BY PATHNET. Pathnet agrees to indemnify, defend and hold harmless the LLC and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all Losses and threatened Losses arising from, in connection with, or based on allegations of, any of the following:
(a) any claims of infringement of any patent, trade secret, copyright or other proprietary rights alleged to have occurred in connection with systems or other resources provided by Pathnet to the LLC either as a contribution to the LLC, pursuant to this Agreement or the Pathnet Sublicense Agreement, dated as of the date hereof, or otherwise and arising out of the actions of Pathnet.
(b) any claims arising out of the untruth, inaccuracy or breach of any representation or warranty of Pathnet set forth in this Agreement.
(c) the liability of the LLC for (i) any personal injury, disease or death of any person, (ii) damage to or loss of any property, money damages or specific performance owed to any third party (by contract or operation of law) or (iii) any fines, penalties, taxes, assessments, environmental response costs, environmental penalties or injunctive obligations any of which items (i), (ii) or (iii) are caused by, arise out of, or are in any way incidental to, or are connected with, actions or omissions of Pathnet, its employees, officers, directors or agents.
(d) the liability of the LLC to Pathnet's customers arising out of any or all obligations to or contracts with customers or Pathnet to purchase Pathnet Excess Capacity for alleged loss of profits or revenue by said customers (or the customers of said customers) resulting from a loss of service over the System.
INDEMNIFICATION BY PATHNET. Pathnet agrees to indemnify, defend and hold harmless Incumbent and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all Losses and threatened Losses arising from, in connection with, or based on allegations of, any of the following:
(a) except as set forth in Section 15.1(a), any claims of infringement of any patent, trade secret, copyright or other proprietary rights alleged to have occurred because of systems, software or other resources provided by Pathnet to Incumbent.
(b) any claims arising out of the untruth, inaccuracy or breach of any representation or warranty of Pathnet set forth in this Agreement.
(c) the liability of Incumbent for (i) any personal injury, disease or death of any person, (ii) damage to or loss of any property, money damages or specific performance owed to any third party (by contract or operation of law) or (iii) any fines, penalties, taxes, assessments, environmental response costs, environmental penalties or injunctive obligations to the extent caused by, arising out of, or in connection with, actions or omissions or willful misconduct of Pathnet, its employees, Subcontractors or agents.
(d) the liability of Incumbent arising out of any or all obligations to or contracts with customers to purchase Excess Capacity.
(e) any claims (including, but not limited to, claims for personal injury, property damage and fines, environmental response costs, and environmental penalties) relating to or arising out of any Hazardous Material physically brought, kept, used, discharged or emitted on any of Incumbent's Sites or Facilities by Pathnet, to the extent caused by, arising out of, or in connection with, any actions or omissions of Pathnet, its employees, Subcontractors or agents; in such event Pathnet shall bear the expense of and cause to be performed any cleanup or other remedial action to return the Leased Premises to their prior state and to comply with any environmental laws and regulations.
INDEMNIFICATION BY PATHNET. Pathnet agrees to indemnify, defend and hold harmless Incumbent, its Partners, Operator and Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all Losses and threatened Losses arising from, in connection with, or based on allegations of, any of the following:
(a) Any claims of infringement of any patent, trade secret, copyright or other proprietary rights alleged to have occurred because of systems or other resources provided by Incumbent to Pathnet.
(b) The untruth, inaccuracy or breach of any representation or warranty of Pathnet set forth in this Agreement.
(c) The liability of Incumbent for any (i) personal injury, disease or death of any Person, (ii) damage to or loss of any property, money damages or specific performance owed to any Person (by contract or operation of law), or (iii) any fines, penalties, taxes, assessments, environmental response costs, environmental penalties or injunctive obligations caused by, arising out of, or in any way incidental to, or in connection with, actions or omissions of Pathnet, its employees, Subcontractors or agents.
(d) Any Losses, causes of action or suits arising out of Customer Agreements.
INDEMNIFICATION BY PATHNET. Pathnet agrees to indemnify, defend and hold harmless Incumbent and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all Losses and threatened Losses arising from, in connection with, or based on allegations of, any of the following:
(a) any claims of infringement of any patent, trade secret, copyright or other proprietary rights alleged to have occurred because of systems or other resources provided to Pathnet by Incumbent.
(b) the untruth, inaccuracy or breach of any representation or warranty of Pathnet set forth in this Agreement.
(c) the liability of Incumbent for any (i) personal injury, disease or death of any person, (ii) damage to or loss of any property, money damages or specific performance owed to any third party (by contract or operation of law), or (iii) any fines, penalties, taxes, assessments, environmental response costs, environmental penalties or injunctive obligations caused by, arising out of, or in any way incidental to, or in connection with, actions or omissions of Pathnet, its employees, Subcontractors or agents.
(d) the liability of Incumbent arising out of any or all obligations to or contracts between Pathnet and its customers concerning the purchase of Excess Capacity.
INDEMNIFICATION BY PATHNET. (i) PathNet agrees to indemnify and hold harmless Executive, to the full extent lawful, from and against any losses, claims, damages or liabilities, and will reimburse Executive for all costs and expenses (including reasonable attorneys' fees) as they are incurred by Executive in connection with investigating, preparing or defending any such action or claim, whether or not in connection with pending or threatened litigation in which Executive is a party, relating to or arising out of a breach of a representation or warranty of PathNet under this Agreement.
(ii) PathNet agrees that if Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative ( a "Proceeding"), by reason of the fact that he is or was a director, officer or employee of PathNet, PathNet shall defend Executive and indemnify and hold him harmless with respect to any such Proceeding in accordance with and to the fullest extent permitted under PathNet's Restated Certificate of Incorporation and Bylaws.
(iii) PathNet agrees to maintain directors' and officers' liability insurance for Executive to the extent PathNet provides such coverage for its other executive officers.
INDEMNIFICATION BY PATHNET. Pathnet and its agents agree to abide by all applicable laws, regulations, and specific safety regulations during tower site visits. In addition, Pathnet agrees to indemnify, defend and hold harmless ATC from and against any liability directly resulting from Pathnet's access to ATC's facilities during the period of this BTS.