RHIO Indemnification and Liability Sample Clauses

RHIO Indemnification and Liability. Each Participant shall (x) indemnify and hold harmless the RHIO and its directors, officers and employees (the “RHIO Indemnified Parties”) from and against any losses, damages or liabilities (including reasonable costs and expenses, and excluding attorneys’ fees, in each case, incurred by the RHIO Indemnified Parties in connection with any third party claim, action, lawsuit, proceeding or investigations) (“Losses”) awarded or otherwise paid by the RHIO Indemnified Parties to any third party (whether pursuant to a court order, or as part of a settlement approved by the Participant) arising out of any action, suit, proceeding or other claim, or any threat thereof (whether civil, criminal, administrative, arbitral, investigative or otherwise) against any RHIO Indemnified Party, and (y) shall be liable to RHIO Indemnified Parties for any direct damages (including reasonable costs and expenses, and excluding attorneys’ fees, in each case, incurred by the RHIO Indemnified Parties in connection with any third party claim, action, lawsuit, proceeding or investigations), not to include any indirect, consequential, special, incidental, punitive, or other exemplary losses or damages, including without limitation lost or prospective profits, whether based in contract, warranty, negligence, strict liability or other tort or otherwise, regardless of the foreseeability or the cause thereof (“Damages”) suffered by RHIO Indemnified Parties, in each case to the extent: 14.2.1 arising out of any breach by the Participant of its Business Associate Agreement with the RHIO or failure of the Participant to comply with law, the SHIN-NY Policy Standards, or the RHIO Policies and Procedures in connection with its performance under this Agreement; 14.2.2 relating to a violation of HIPAA or HITECH by the Participant; 14.2.3 relating to the gross negligence of any Participant Indemnified Party in connection with this Agreement or the RHIO Services; 14.2.4 relating to any taxes, interest, penalties, fines or other amounts, civil or criminal, in connection with this Agreement or the RHIO Services that are assessed against the RHIO and that are not the obligation of the RHIO; or 14.2.5 relating to any theft or misappropriation of Patient Data by any Participant Indemnified Party.