Service Provider Indemnitee definition

Service Provider Indemnitee means, collectively, Service Provider and each of its Affiliates, and their respective officers, partners, stockholders, members, directors, managers, agents and employees.

Service Provider Indemnitee has the meaning set forth in Section 5.2.

Examples of Service Provider Indemnitee in a sentence

• Service Recipient shall have 30 days from receipt of any such notice to give notice of dispute of the Claim to the Service Provider Indemnitee.

• The Service Provider Indemnitee shall reasonably cooperate and assist Service Recipient in determining the validity of any Claim by Service Recipient and in otherwise resolving such matters.

• If Service Recipient disputes a Claim, the Service Provider Indemnitee and Service Recipient shall attempt to resolve in good faith such dispute within 45 days of Service Recipient delivering written notice to the Service Provider Indemnitee of such dispute.

• Each Service Provider Indemnitee shall fully cooperate and aid in such defense.

• If any Service Provider Indemnitee has a claim against Service Recipient under Section 5.01 (a “Claim”), such Service Provider Indemnitee shall promptly deliver to Service Recipient a written notice (a “Claim Notice”) setting forth a description in reasonable detail of the nature of the Claim, the basis for the Service Provider Indemnitee’s request for indemnification under Section 5.01 and a reasonable estimate (if calculable) of any Damages suffered with respect to such Claim.

• The Recipient shall indemnify, defend, and hold harmless the Service Provider, its Affiliates and its and their respective equity holders, directors, officers, managers, employees, agents, representatives, successors and permitted assigns (collectively, the “Service Provider Indemnitees”) from and against any and all Losses incurred or suffered by any Service Provider Indemnitee attributable or relating to the Recipient’s actual fraud or breach of this Agreement.

• The indemnification rights of each Customer Indemnitee or Service Provider Indemnitee for Claims pursuant to Sections 14.1 and 14.2 and any attendant rights to injunctive relief, shall be the sole and exclusive remedies of such Customer Indemnitee or Service Provider Indemnitee with respect to each such Claim to which such indemnification relates.

• If the Trust does not elect to assume the defense of any suit, it will reimburse the Service Provider Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them.

• In the event the Trust elects to assume the defense of any suit and retain counsel, Service Provider Indemnitee, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them.

• The Trust shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any claims, but if the Trust elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Service Provider Indemnitee, defendant or defendants in the suit.