Operating Entity Indemnification Sample Clauses

Operating Entity Indemnification. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE PARENT ENTITIES AND THE OPERATING ENTITIES HEREBY AGREE TO INDEMNIFY AND HOLD HARMLESS EACH INDEMNIFIED PARTY FROM ANY AND ALL LOSSES ARISING FROM, IN CONNECTION WITH OR RELATING TO (i) THE PROVISION OR USE OF ANY SERVICE OR PRODUCT PROVIDED HEREUNDER, TO THE EXTENT NOT ARISING IN CONNECTION WITH THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUDULENT CONDUCT OF SUCH INDEMNIFIED PARTY AND (ii) ANY MATERIAL BREACH, VIOLATION OR INACCURACY OF ANY COVENANT, REPRESENTATION OR WARRANTY OF SUCH PARENT ENTITY OR OPERATING ENTITY HEREUNDER THAT, IF REASONABLY CURABLE, IS NOT CURED WITHIN THIRTY (30) DAYS AFTER SUCH PARENT ENTITY’S OR OPERATING ENTITY’S RECEIPT OF WRITTEN NOTICE OF SUCH BREACH FROM ADMIN OR SUCH LONGER PERIOD OF TIME (NOT TO EXCEED 90 DAYS) AS MAY REASONABLY BE REQUIRED TO CURE SUCH BREACH PROVIDED THAT SUCH PARENT ENTITY OR OPERATING ENTITY TAKES REASONABLE ACTIONS TO ATTEMPT TO CURE SUCH BREACH AS SOON AS REASONABLY PRACTICABLE AND PROCEEDS WITH DUE DILIGENCE TO CURE SUCH BREACH.