Common use of Provider Indemnity Clause in Contracts

Provider Indemnity. Subject to Section 6.01, each Provider hereby agrees to indemnify, defend and hold harmless the applicable Recipient and its Affiliates and Representatives (each, a “Recipient Indemnified Party”), from and against any and all liabilities arising from, relating to or in connection with: (a) the use of any Services by such Recipient or any of its Affiliates, Representatives or other Persons using such Services; or (b) the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, in the case of each of clause (a) and (b), to the extent that such liabilities arise out of, relate to or are a consequence of the applicable Provider’s (i) bad faith, gross negligence or willful misconduct or (ii) breach of this Agreement.

Appears in 6 contracts

Samples: Joint Digital Services Agreement (CBS Corp), Transition Services Agreement (CBS Corp), Transition Services Agreement (CBS Corp)

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Provider Indemnity. Subject to Section 6.017.01, each Provider hereby agrees to indemnify, defend and hold harmless the applicable Recipient and its Affiliates and Representatives (each, each a “Recipient Indemnified Party”), from and against any and all liabilities Liabilities arising from, relating to or in connection with: (a) the use of any Services by such Recipient or any of its Affiliates, Representatives or other Persons using such Services; or (b) the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, in the case of each of clause (a) and (b), to the extent that such liabilities Liabilities arise out of, relate to or are a consequence of the applicable Provider’s (i) bad faith, gross negligence or willful misconduct or (ii) breach of this Agreementmisconduct.

Appears in 4 contracts

Samples: Transition Services Agreement (Mallinckrodt PLC), Transition Services Agreement (Covidien PLC), Transition Services Agreement (Mallinckrodt PLC)

Provider Indemnity. Subject to Section 6.016.1, each Provider hereby agrees to indemnify, defend and hold harmless the applicable Recipient and its Affiliates and Representatives (each, a “Recipient Indemnified Party”), from and against any and all liabilities Liabilities arising from, relating to or in connection with: with (a) the use of any Services by such Recipient or any of its Affiliates, Representatives or other Persons using such Services; Services or (b) the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, in the case of each of clause clauses (a) and (b), to the extent that such liabilities arise out of, relate to or are a consequence of the applicable Provider’s (i) gross negligence, bad faith, gross negligence faith or willful misconduct or (ii) material breach of this Agreement.

Appears in 4 contracts

Samples: Transition Services Agreement (Netgear, Inc), Transition Services Agreement (Arlo Technologies, Inc.), Transition Services Agreement (Arlo Technologies, Inc.)

Provider Indemnity. Subject to Section 6.017.01, each Provider hereby agrees to indemnify, defend and hold harmless the applicable Recipient and its Affiliates and Representatives (each, each a “Recipient Indemnified Party”), from and against any and all liabilities Liabilities arising from, relating to or in connection with: (a) the use of any Services by such Recipient or any of its Affiliates, Representatives or other Persons using such Services; or (b) the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, in the case of each of clause (a) and (b), to the extent that such liabilities Liabilities arise out of, relate to or are a consequence of the applicable Provider’s (i) violation of applicable Law, bad faith, gross negligence or willful misconduct or (ii) breach of this Agreementmisconduct.

Appears in 4 contracts

Samples: Transition Services Agreement, Transition Services Agreement (nVent Electric PLC), Transition Services Agreement (PENTAIR PLC)

Provider Indemnity. Subject to Section 6.01, each Provider hereby agrees to indemnify, defend and hold harmless the applicable Recipient and its Affiliates and Representatives (each, each a “Recipient Indemnified Party”), from and against any and all liabilities Liabilities arising from, relating to or in connection with: (a) the use of any Services by such Recipient or any of its Affiliates, Representatives or other Persons using such Services; or (b) the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, in the case of each of clause (a) and (b), to the extent that such liabilities Liabilities arise out of, relate to or are a consequence of the applicable Provider’s (i) bad faith, gross negligence or willful misconduct or (ii) breach of this Agreementmisconduct.

Appears in 3 contracts

Samples: Transition Services Agreement (CBS Outdoor Americas Inc.), Transition Services Agreement (CBS Outdoor Americas Inc.), Transition Services Agreement (New Corp)

Provider Indemnity. Subject to Section 6.017.01, each Provider hereby agrees to indemnify, defend and hold harmless the applicable Recipient and its Affiliates and Representatives (each, each a “Recipient Indemnified Party”), from and against any and all liabilities Liabilities arising from, relating to or in connection with: (a) the use of any Services by such Recipient or any of its Affiliates, Representatives or other Persons using such Services; or (b) the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, in the case of each of clause (a) and (b), to the extent that such liabilities Liabilities arise out of, relate to or are a consequence of the applicable Provider’s (i) bad faithgross negligence, gross negligence or willful misconduct or (ii) breach of this Agreementfraud.

Appears in 2 contracts

Samples: Transition Services Agreement (Baxalta Inc), Transition Services Agreement (Baxalta Inc)

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Provider Indemnity. Subject to Section 6.01, each Provider hereby agrees to indemnify, defend and hold harmless the applicable Recipient and its Affiliates and Representatives (each, each a “Recipient Indemnified Party”), from and against any and all liabilities arising from, relating to or in connection with: (a) the use of any Services by such Recipient or any of its Affiliates, Representatives or other Persons using such Services; or (b) the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, in the case of each of clause (a) and (b), to the extent that such liabilities arise out of, relate to or are a consequence of the applicable Provider’s (i) bad faith, gross negligence or willful misconduct or (ii) breach of this Agreement.

Appears in 2 contracts

Samples: Transition Services Agreement (CBS Radio Inc.), Joint Digital Services Agreement (CBS Radio Inc.)

Provider Indemnity. Subject to Section 6.01, each Provider hereby agrees to indemnify, defend and hold harmless the applicable Recipient and its Affiliates and Representatives (each, a “Recipient Indemnified Party”), from and against any and all liabilities Liabilities arising from, relating to or in connection with: (a) the use of any Services by such Recipient or any of its Affiliates, Representatives or other Persons using such Services; or (b) the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, in the case of each of clause clauses (a) and (b), to the extent that such liabilities Liabilities arise out of, relate to or are a consequence of the applicable Provider’s (i) bad faith, gross negligence or willful misconduct or (ii) breach of this Agreementmisconduct.

Appears in 1 contract

Samples: Transition Services Agreement (CBS Outdoor Americas Inc.)

Provider Indemnity. Subject to Section 6.017.01, each Provider hereby agrees to indemnify, defend and hold harmless the applicable Recipient and its Affiliates and Representatives Repre- sentatives (each, each a “Recipient Indemnified Party”), from and against any and all liabilities Liabilities arising from, relating to or in connection with: (a) the use of any Services by such Recipient or any of its Affiliates, Representatives or other Persons using such Services; or (b) the sale, delivery, provision pro- vision or use of any Services provided under or contemplated by this Agreement, in the case of each of clause (a) and (b), to the extent that such liabilities Liabilities arise out of, relate to or are a consequence conse- quence of the applicable Provider’s (i) bad faith, gross negligence or willful misconduct or (ii) breach of this Agreementmisconduct.

Appears in 1 contract

Samples: Transition Services Agreement

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