Common use of Indemnity and Duty to Defend Clause in Contracts

Indemnity and Duty to Defend. In addition to any other obligation in this Agreement, to the fullest extent permitted by law, and subject to the specific limitations set forth on Exhibit “B” (if any), Subcontractor shall indemnify, defend and hold harmless each Indemnitee (as defined in Section 9.1.4 below) for, from and against any and all Claims (as defined in Section 9.1.4 below); provided, however, that Subcontractor shall not be required to indemnify an Indemnitee for, and solely to the extent of, a Non-Indemnified Matter (as defined in Section 9.1.4 below). The parties acknowledge and agree that the existence of a Non-Indemnified Matter shall in no event relieve Subcontractor of its indemnity, defense and other obligations hereunder for, or with respect to, any other portion of a Claim that is not a Non-Indemnified Matter. Subcontractor’s duty to defend the Indemnitees is entirely separate from, independent of and freestanding from Subcontractor’s duty to indemnify the Indemnitees. Notwithstanding Subcontractor’s duty to defend, Subcontractor acknowledges and agrees that Contractor is entitled to defend any and all Claims with counsel and experts of Contractor’s choice. Contractor will promptly reimburse Subcontractor the defense costs reasonably incurred and paid by Subcontractor for the reasonable defense of any portion of a Claim against an Indemnitee solely to the extent such portion is ultimately determined to be a Non- IndemnifiedMatter. Payment by any Indemnitee is not a condition precedent to enforcing such Indemnitee's rights to indemnification and defense under this Agreement.

Indemnity and Duty to Defend. In addition to any other obligation in this Agreement, to the fullest extent permitted by law, and subject to the specific limitations set forth on Exhibit “B” (if any), Subcontractor shall indemnify, defend and hold harmless each Indemnitee (as defined in Section 9.1.4 below) for, from and against any and all Claims (as defined in Section 9.1.4 below); provided, however, that Subcontractor shall not be required to indemnify an Indemnitee for, and solely to the extent of, a Non-Indemnified Matter (as defined in Section 9.1.4 below). The parties acknowledge and agree that the existence of a Non-Indemnified Matter shall in no event relieve Subcontractor of its indemnity, defense and other obligations hereunder for, or with respect to, any other portion of a Claim that is not a Non-Indemnified Matter. Subcontractor’s duty to defend the Indemnitees is entirely separate from, independent of and freestanding from Subcontractor’s duty to indemnify the Indemnitees. Notwithstanding Subcontractor’s duty to defend, Subcontractor acknowledges and agrees that Contractor is entitled to defend any and all Claims with counsel and experts of Contractor’s choice. Contractor will promptly reimburse Subcontractor the defense costs reasonably incurred and paid by Subcontractor for the reasonable defense of any portion of a Claim against an Indemnitee solely to the extent such portion is ultimately determined to be a Non- Non• IndemnifiedMatter. Payment by any Indemnitee is not a condition precedent to enforcing such Indemnitee's rights to indemnification and defense under this Agreement.