Indemnification by Provider Sample Clauses

Indemnification by Provider. If an action is brought against SAP by a third party arising from (a) any taxes and related costs, interest and penalties paid or payable by SAP, (b) Provider’s representations not authorized by SAP, (c) Provider’s breach of this Agreement, including but not limited to: (i) any breach or violation of applicable export laws or regulations; or (ii) action in excess of Provider’s authority hereunder and arising out of any claims by any Customers or End Users; or (d) Provider’s failure to comply with the terms of the Customer Service Agreement, (e) any agreement between Provider and its distributors, resellers or Customers, (f) a claim that any Provider Confidential Information infringes, misappropriates or violates any patent, copyright or trademark of any third party or Provider's combining (or its authorizing others to combine) the Software with any products not provided by SAP, or (g) a third party’s assertion that Provider acted as SAP's agent or otherwise on its behalf, then Provider shall defend SAP, at Provider's expense, and shall pay any settlement amounts Provider authorizes and all damages, costs and attorneys’ fees finally awarded against SAP in the action. Provider shall indemnify and hold harmless SAP from any damages and costs SAP incurs as a consequence of any infringement of intellectual property rights of third parties caused by any of the circumstances set forth in this Section or the use of the Software not in accordance with this Agreement.

Indemnification by Provider. (a) Parent agrees to indemnify, defend and hold Spinco harmless from and against any Loss to which Spinco may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by Parent of Parent Services to Spinco where such Losses resulted from Parent's gross negligence, willful misconduct or material breach of its obligations pursuant to this Agreement. (b) Spinco agrees to indemnify, defend and hold Parent harmless from and against any Loss to which Parent may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by Spinco of Spinco Services to Parent where such Losses resulted from Spinco's gross negligence, willful misconduct or material breach of its obligations pursuant to this Agreement.

Indemnification by Provider. 13.1.1 Provider shall indemnify the Customer and its employees, agents, successors and assigns (“Customer Indemnitees”) against and shall hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities that may be asserted or claimed by any person, firm entity, corporation, political subdivision or other organization for physical damage to or physical destruction of property, or death of or bodily injury to any Person, but only to the extent caused by (a) the negligence, fraud or willful misconduct of Provider or its agents or employees or others under Provider’s control at any Site or (b) a Provider Default, but excluding such actions, claims, damages to persons or property penalties, obligations or liabilities arising from the sole established negligence, fraud or willful misconduct of a Customer Indemnitee. In connection therewith, Provider will (a) defend any action or actions filed in connection with any of said claims, damages, penalties, obligations or liabilities and will pay all costs and expenses, including attorneys’ fees incurred in connection therewith and (b) promptly pay any judgment rendered against Provider, and/or the Customer Indemnitees covering such claims, damages, penalties, obligations and liabilities arising out of or in connection with such work, operations, or activities of Provider hereunder and Provider agrees to save and hold the Customer Indemnitees harmless therefore. 13.1.2 In the event the Customer Indemnitees are made a party to any action or proceeding filed or prosecuted against Provider for such damages or other claims arising out of or in connection with the performance of its obligations hereunder, or operation or activities of Provider hereunder, Provider agrees to pay to the Customer Indemnitees any and all costs and expenses incurred by the Customer Indemnitees in such action or proceeding together with reasonable attorneys’ fees. 13.1.3 Provider shall indemnify, defend and hold harmless the Customer Indemnitees from liability of any nature or kind, including cost and expense, for or on account of any patented or unpatented invention, process, or appliance manufactured or used in the performance of Provider’s obligations under this Agreement.

Indemnification by Provider. Each Party as Provider shall indemnify, defend, save and hold harmless the Recipients and any of their personnel, successors and assigns (collectively, the “Recipient Indemnified Parties” and, together with the Provider Indemnified Parties, the “Indemnified Parties”), from and against any and all Losses to the extent resulting from or arising out of any third party claim to the extent resulting from or arising out of the Provider’s gross negligence or intentional misconduct in the provision of Services by the Provider hereunder.

Indemnification by Provider. Provider, at its own cost, will defend Customer from and against any Provider-Covered Claims and will indemnify and hold harmless Customer from and against any damages or costs awarded against Customer (including reasonable attorneys’ fees) or agreed in settlement by Provider resulting from the Provider-Covered Claims.

Indemnification by Provider. ‌ Provider shall fully indemnify, save harmless and defend Customer from and against any and all costs, claims, and expenses incurred by Customer in connection with or arising from any claim by a third party for physical damage to or physical destruction of property, or death of or bodily injury to any Person, but only to the extent caused by (a) the negligence or willful misconduct of Provider or its agents or employees or others under Provider’s control in performing this Agreement, and

Indemnification by Provider. Provider shall indemnify, defend and hold harmless ▇▇▇▇▇▇▇ and its Affiliates, and their respective officers, directors, employees, agents, customers, successors and assigns (collectively, the “▇▇▇▇▇▇▇ Indemnitees”), from and against any third-party claims or Losses directly or indirectly incurred by ▇▇▇▇▇▇▇ Indemnitees arising from, in connection with or relating to, any of the following: (a) Provider’s gross negligence or willful misconduct (including intentional misuse of Confidential Information); (b) Provider’s acts or omissions in connection with the selection, employment, or offers of employment of Designated Employees; (c) all claims or liens made or asserted by subcontractors or Provider Personnel arising out of the performance of this Agreement, including any claims for payments, except to the extent caused by ▇▇▇▇▇▇▇ Indemnitees; (d) Provider’s or its subcontractor’s acts or omissions in the capacity of an employer of a person), including any claims of harassment, discrimination, or wrongful discharge, payment of compensation, benefits or salary, non-payment of taxes, failure to withhold, or claims arising under workers compensation Laws, unemployment compensation Laws, occupational health and safety Laws, disability Laws, ERISA, or any other applicable federal, state, provincial or local Laws or regulations, and ▇▇▇▇▇▇▇ Confidential/Proprietary Materials any breach by Provider, its subcontractor or Provider Personnel of the obligations set forth in Section 16.2(j) of this Agreement; (e) any amounts which are allegedly owed to any Provider Personnel, including employment related Taxes and employee benefits; (f) any payment of compensation (including without limitation benefits) or salary asserted by any employee or agent of Provider or Provider Personnel associated with a determination by any federal, provincial, state or local governmental agency, any court or any other applicable entity that the employees or agents of Provider or Provider Personnel are employees of Talcott or any ▇▇▇▇▇▇▇ Affiliate for any purpose or that ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate is a co-employer of such personnel, except to the extent caused by any wrongful conduct by ▇▇▇▇▇▇▇; (g) any Taxes for which Provider is responsible under Section 14.2; (h) any failure of Provider, Provider Affiliates or subcontractors or any Provider Personnel to obtain Permits which are Provider’s responsibility hereunder; (i) a breach by Provider, Provider Affiliates or subcontractors or any ...

Indemnification by Provider. Provider will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that the use of the Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a court-approved settlement of, a Claim Against Customer, provided Customer (a) promptly gives Provider written notice of the Claim Against Customer, (b) gives Provider sole control of the defense and settlement of the Claim Against Customer (except that Provider may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives Provider all reasonable assistance, at Provider’s expense. If Provider receives information about an infringement or misappropriation claim related to the Service, Provider may in its discretion and at no cost to Customer (i) modify the Service so that it no longer infringes or misappropriates, without breaching the warranties under Section 4.2,

Indemnification by Provider. Provider shall indemnify, defend and hold harmless Recipient, its Affiliates, their respective Representatives, and each of the successors and assigns of any of the foregoing (collectively, the “Recipient Indemnitees”) from and against any Third Party Claims relating to, arising out of or resulting from (a) gross negligence or willful misconduct on the part of Provider in providing the Transition Services or (b) any breach of this Agreement by Provider, in each case, except to the extent the Third Party Claims arise out of any breach by Recipient of this Agreement. Recipient shall take all commercially reasonable steps to mitigate any such claims upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the cause which gives rise to such claim.