Indemnification by the Provider. The Provider will indemnify, defend, and hold harmless SplitCo and each of its Subsidiaries, Affiliates, officers, directors, employees and agents, successors and assigns (collectively, the “SplitCo Indemnitees”), from and against any and all Actions, judgments, Liabilities (as defined below), losses, costs, damages, or expenses, including reasonable counsel fees, disbursements, and court costs (collectively, “Losses”), that any SplitCo Indemnitee may suffer arising from or out of, or relating to, (a) any material breach by the Provider of its obligations under this Agreement, or (b) the gross negligence, willful misconduct, fraud, or bad faith of the Provider in connection with the performance of any provision of this Agreement, in each case except to the extent such Losses (i) are fully covered by insurance maintained by SplitCo or such other SplitCo Indemnitee or (ii) are payable by SplitCo pursuant to Section 7.11.
Indemnification by the Provider. The Provider will indemnify, defend, and hold harmless the Corporation and each of its officers, directors, employees and agents, successors and assigns (collectively, the "Corporation Indemnitees"), from and against any and all claims, judgments, liabilities, losses, costs, damages, or expenses, including reasonable counsel fees, disbursements, and court costs ("Losses"), that any Corporation Indemnitee may suffer arising from or out of, or relating to, (a) any breach by the Provider of its obligations under this Agreement or (b) the gross negligence, willful misconduct, fraud, or bad faith of the Provider in performing its obligations under this Agreement.
Indemnification by the Provider. Following the consummation by LMAC of the Initial Business Combination, the Provider will indemnify, defend, and hold harmless LMAC and each of its Subsidiaries, officers, directors, employees and agents, successors and assigns (collectively, the “LMAC Indemnitees”), from and against any and all judgments, Liabilities, losses, costs, damages, or expenses, including reasonable attorney’s fees, disbursements, and costs (collectively, “Losses”), incurred in connection with any Action brought by a third party (a “Third-Party Claim”) (including but not limited to defending or avoiding any such Action) arising from or out of, or relating to the gross negligence, willful misconduct, fraud, or bad faith of the Provider in connection with the performance of any provision of this Agreement (the “Provider Indemnification Matter”); provided, that notwithstanding the foregoing or any other provisions of this Agreement, at any time during the Term, the Provider shall not be liable, responsible or accountable to the LMAC Indemnitees for any Losses incurred by the LMAC Indemnitees for any act or omission by the Provider unless such conduct constitutes gross negligence, willful misconduct, fraud, or bad faith of the Provider.
Indemnification by the Provider. Subject to the terms of Article VIII and this Article IX, from and after the Distribution Date.
Indemnification by the Provider. The Provider will indemnify, defend, and hold harmless CH Parent and each of its Subsidiaries, Affiliates, officers, directors, employees and agents, successors and assigns (collectively, the “CH Parent Indemnitees”), from and against any and all Actions, judgments, Liabilities, losses, costs, damages, or expenses, including reasonable counsel fees, disbursements, and court costs (collectively, “Losses”), that any CH Parent Indemnitee may suffer arising from or out of, or relating to, (a) any material breach by the Provider of its obligations under this Agreement, or (b) the gross negligence, willful misconduct, fraud, or bad faith of the Provider in connection with the performance of any provision of this Agreement except to the extent such Losses (i) are fully covered by insurance maintained by CH Parent or such other CH Parent Indemnitee or (ii) are payable by CH Parent pursuant to Section 7.11.
Indemnification by the Provider. The Provider will indemnify, defend, and hold harmless Splitco and each of its Subsidiaries and their respective officers, directors, employees and agents, successors and assigns (collectively, the “Splitco Indemnitees”), from and against any and all Actions, judgments, Liabilities, losses, costs, damages, or expenses, including reasonable counsel fees, disbursements, and court costs (collectively, “Losses”), that any Splitco Indemnitee may suffer arising from or out of, or relating to, (a) any material breach by the Provider of its obligations under this Agreement, or (b) the gross negligence, willful misconduct, fraud, or bad faith of the Provider in connection with the performance of any provision of this Agreement except to the extent such Losses (i) are fully covered by insurance maintained by Splitco or such other Splitco Indemnitee or (ii) are payable by Splitco pursuant to Section 7.11.
Indemnification by the Provider. Subject to Sections 10.1 and 10.2 hereof, the Provider hereby agrees to indemnify and hold harmless the Company, and its officers, directors, managers, members, partners, stockholders, employees, agents and subcontractors, to the fullest extent lawful, from and against Losses and Expenses incurred by the Company to the extent arising out of or relating to the Provider's gross negligence or willful misconduct in the provision of the Services hereunder; provided, however, that the Provider shall have no obligation to indemnify and hold harmless the Company in respect of Losses or Expenses to the extent arising out of the gross negligence or willful misconduct of the Company.
Indemnification by the Provider. Subject to the limitations set forth in this Article X, the Provider (the “Provider Indemnifying Party”) agrees to indemnify, defend and hold harmless Recipient, its Affiliates and any of their directors, officers, employees, successors and permitted assigns (collectively, the “Recipient Indemnified Parties”) from and against all Losses asserted against, imposed upon or incurred by a Recipient Indemnified Party to the extent based upon or arising from or related to (a) the Provider, its Affiliates’ and any of their subcontractors or any of its or their respective employees’, officers or’ directors’ fraud, gross negligence or willful misconduct related to this Agreement (including the provision of the Transition Services); (b) any actual or alleged infringement, misappropriation, or violation of a third party’s Intellectual Property rights (“IP Claims”) arising out of Provider’s supply of the Transition Services during the term of this Agreement; and/or (c) any material breach by Provider, its Affiliates or any of their subcontractors, of any of their obligations under this Agreement, which remains uncured for more than thirty (30) days after Provider has received written notice of such breach from Recipient.
Indemnification by the Provider. The Provider will indemnify, defend, and hold harmless TripCo and each of its Subsidiaries, Affiliates, officers, directors, employees and agents, successors and assigns (collectively, the “TripCo Indemnitees”), from and against any and all Actions, judgments, Liabilities, losses, costs, damages, or expenses, including reasonable counsel fees, disbursements, and court costs (collectively, “Losses”), that any TripCo Indemnitee may suffer arising from or out of, or relating to, (a) any material breach by the Provider of its obligations under this Agreement, or (b) the gross negligence, willful misconduct, fraud, or bad faith of the Provider in connection with the performance of any provision of this Agreement except to the extent such Losses (i) are fully covered by insurance maintained by TripCo or such other TripCo Indemnitee or (ii) are payable by TripCo pursuant to Section 7.11. Indemnification by TripCo . TripCo will indemnify, defend, and hold harmless the Provider and its Subsidiaries, Affiliates, officers, directors, employees and agents, successors and assigns (collectively, the “Provider Indemnitees”), from and against any and all Losses that any Provider Indemnitee may suffer arising from or out of, or relating to (a) any material breach by TripCo of its obligations under this Agreement, or (b) any acts or omissions of the Provider in providing the Services pursuant to this Agreement (except to the extent such Losses (i) arise from or relate to any material breach by the Provider of its obligations under this Agreement, (ii) are attributable to the gross negligence, willful misconduct, fraud, or bad faith of the Provider or any other Provider Indemnitee seeking indemnification under this Section 6.2, (iii) are fully covered by insurance maintained by the Provider or such other Provider Indemnitee, or (iv) are payable by the Provider pursuant to Section 7.11). Indemnification Procedures .
Indemnification by the Provider. The Provider will indemnify, defend, and hold harmless TripCo and each of its Subsidiaries, Affiliates, officers, directors, employees and agents, successors and assigns (collectively, the “TripCo Indemnitees”), from and against any and all Actions, judgments, Liabilities, losses, costs, damages, or expenses, including reasonable counsel fees, disbursements, and court costs (collectively, “Losses”), that any TripCo Indemnitee may suffer arising from or out of, or relating to, (a) any material breach by the Provider of its obligations under this Agreement, or (b) the gross negligence, willful misconduct, fraud, or bad faith of the Provider in connection with the performance of any provision of this Agreement except to the extent such Losses (i) are fully covered by insurance maintained by TripCo or such other TripCo Indemnitee or (ii) are payable by TripCo pursuant to Section 7.11.
