Common use of Nodal Clause in Contracts

Nodal. Participant shall defend, indemnify and hold Nodal, its Affiliates, and the respective officers, directors, employees, agents, and representatives of Nodal and its Affiliates, provided that such Affiliates are not Nodal participants (collectively, “Nodal Parties”), harmless from and against all costs, claims, demands, losses, expenses and liabilities of any nature whatsoever (including reasonable attorney’s fees) (“Losses”) incurred or suffered by such Nodal Parties arising directly or indirectly out of, or in connection with, any third-party claim, demand, or cause of action (each, a “Claim”) based upon or arising out of (i) use of the Services or the System, or any other information or materials provided by Nodal or accessible through the System or Services, by Participant or any other Person using any of Participant’s Access Methods, whether or not authorized, except to the extent such Losses are proximately caused by the gross negligence or willful misconduct of Nodal; (ii) any act or omission of any Authorized Broker in connection with the use of the System or the Services; (iii) breach of any of Participant’s obligations, representations, warranties or covenants under this Agreement; or (iv) Participant’s gross negligence or willful misconduct. Notwithstanding the foregoing, (a) the Nodal Parties shall have the right to engage separate counsel, at their own expense, to participate in the defense of or any negotiations relative to the Claim, and (b) Participant may not settle or otherwise compromise any Claim without Nodal’s written approval of any such settlement or other compromise, which approval shall not be unreasonably withheld. The indemnification provided by this Section 10.1 will not be deemed exclusive of any other rights to which a Nodal Party may be entitled under any agreement or otherwise, and will inure to the benefit of the successors, assigns, heirs, executors and administrators of such Nodal Party.

Nodal. Participant shall defend, indemnify and hold Nodal, its Affiliates, and the respective officers, directors, employees, agents, and representatives of Nodal and its Affiliates, provided that such Affiliates are not Nodal participants (collectively, “Nodal Parties”), harmless from and against all costs, claims, demands, losses, expenses and liabilities of any nature whatsoever (including reasonable attorney’s fees) (“Losses”) incurred or suffered by such Nodal Parties arising directly or indirectly out of, or in connection with, any third-party claim, demand, or cause of action (each, a “Claim”) based upon or arising out of (i) use of the Services or the System, or any other information or materials provided by Nodal or accessible through the System or Services, by Participant or any other Person using any of Participant’s Access Methods, whether or not authorized, except to the extent such Losses are proximately caused by the gross negligence or willful misconduct of Nodal; (ii) any act or omission of any Authorized Broker in connection with the use of the System or the Services; (iii) breach of any of Participant’s obligations, representations, warranties or covenants under this Agreement; or (iv) Participant’s gross negligence or willful misconduct. Notwithstanding the foregoing, (a) the Nodal Parties shall have the right to engage separate counsel, at their own expense, to participate in the defense of or any negotiations relative to the Claim, and (b) Participant may not settle or otherwise compromise any Claim without Nodal’s written approval of any such settlement or other compromise, which approval shall not be unreasonably withheld. The indemnification provided by this Section 10.1 will not be Rev. Sep 30, 2013July 9, 2015 deemed exclusive of any other rights to which a Nodal Party may be entitled under any agreement or otherwise, and will inure to the benefit of the successors, assigns, heirs, executors and administrators of such Nodal Party.