Third Party Losses Clause Samples
The Third Party Losses clause defines how losses or damages suffered by parties outside the contract—such as customers, clients, or the general public—are handled between the contracting parties. Typically, this clause specifies which party is responsible for compensating or indemnifying the other in the event that a third party brings a claim related to the contract's subject matter. For example, if a service provider's actions cause harm to a third party, the clause may require the provider to cover any resulting legal costs or damages. Its core function is to allocate risk and financial responsibility for third-party claims, thereby protecting the parties from unexpected liabilities arising from external sources.
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Third Party Losses. Each Party will defend, indemnify, and hold the other Party harmless from all losses, damages, liabilities, obligations, claims, demands, suits, proceedings, recoveries, settlements, costs and expenses, court costs, attorney fees, causes of action, judgments and other obligations (collectively, “Losses”) brought or obtained by any Third Party against such other Party, only to the extent that such Losses arise directly from the:
(i) Gross negligence, recklessness, or willful misconduct of the Indemnifying Party or any of its agents or employees, in the performance of this Agreement; except to the extent such Losses arise (i) from gross negligence, recklessness, willful misconduct or breach of contract or law by the Indemnitee or such Indemnitee’s agents or employees, or (ii) as a consequence of strict liability imposed as a matter of law upon the Indemnitee, or such Indemnitee’s agents or employees; or
(ii) Breach of the Parties’ obligations in Article 6 hereof.
Third Party Losses. (a) The Consultant shall notify the Company promptly of any claim made by any third party in relation to the assets of the Company and shall send to the Company any notice, claim, summons or writ served on the Consultant concerning the Company.
(b) The Consultant shall not, without the prior written consent of the Board of Directors of the Company, purport to accept or admit any claims or liabilities of which it receives notification pursuant to Section 11.1(a) above on behalf of the Company or make any settlement or compromise with any third party in respect of the Company.
Third Party Losses. Each Party will defend, indemnify, and hold the other Party harmless from all losses, damages, liabilities, obligations, claims, demands, suits, proceedings, recoveries, settlements, costs and expenses, court costs, attorney fees, causes of action, judgments and other obligations (“Losscollectively, “Losses”) brought or obtained by any third partyThird Party against such other Party, only to the extent that such Loss arisesLosses arise directly from the:
Third Party Losses. Service Provider and Services Recipient shall each use reasonable efforts to mitigate liability, damages, and other losses suffered in connection with this Agreement.
Third Party Losses. Except with respect to matters addressed by Section VI (which shall be solely governed by such Section VI), each Party (an “Indemnifying Party”), in proportion to such Party’s NEL (relative to that of the other Parties’ NEL), agrees to defend, indemnify, and hold harmless, each of the other Parties (the “Indemnitee(s)”) from all losses, damages, liabilities, obligations, claims, demands, suits, proceedings, recoveries, settlements, costs and expenses, court costs, attorney fees, causes of action, judgments and other obligations (“Loss”) brought or obtained by any third party against such Indemnitee(s) in connection with this Agreement, except to the extent that such (i) Loss arises from gross negligence, recklessness, willful misconduct, or breach of contract (including, without limitation, any federal regulations or requirements incorporated therein) or law by the Indemnitee(s) or such Indemnitee(s)’s agents or employees or (ii) is attributable to gross negligence, recklessness, willful misconduct or breach of contract (including, without limitation, any federal regulations or requirements incorporated therein) or law by a Party to this Agreement or its agents or employees (“Responsible Party”), in which event the Responsible Party agrees to indemnify the Indemnitee(s) for the Loss to the extent so attributable to the Responsible Party, with any remaining or reasonably unrecoverable Loss then being indemnified by all Parties based upon each Party’s NEL.
Third Party Losses. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. The Indemnifying Party shall use reasonable efforts to mitigate liability, damages, and other losses suffered in connection with this Article 19, including where any damages can be mitigated by lawfully pursuing recovery from third parties, in which case the Indemnifying Party shall conduct or permit diligent efforts to so recover.
Third Party Losses. The Customer shall indemnify Irish Water and its servants, agents and contractors, and hold Irish Water and its servants, agents and contractors harmless at all times from any and all losses of any third party incurred, suffered or sustained pursuant to this Connection Agreement, but only to the extent any such loss was not caused by Irish Water’s breach of this Connection Agreement or the negligence of Irish Water in undertaking its obligations under this Connection Agreement.
Third Party Losses. The Indemnifying Party shall use commercially reasonable best effort to mitigate liability, damages, and other losses suffered in connection with this Article 19, including where any damages can be mitigated by lawfully pursuing recovery from third parties, in which case the Indemnifying Party shall conduct or permit diligent efforts to so recover.