Common use of 1Indemnification Clause in Contracts

1Indemnification. Tenant shall, at no cost or expense to Landlord other than any de minimis cost or expense, protect, defend, indemnify, release and hold harmless each of the Indemnified Parties for, from and against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the negligence, illegal acts, fraud, or willful misconduct of such Indemnified Party; provided, however, that the term “negligence” shall not include negligence imputed to or status incurred as a matter of law solely by any of the Indemnified Parties by reason of Landlord’s interest in the Premises or Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this Lease) caused by, incurred or resulting from Tenant’s operations of the Premises, whether relating to alteration, maintenance, or use by Tenant or any Tenant Parties thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Tenant, its officers, employees, agents or other persons, or to which any Indemnified Party is subject because of Landlord’s interest in the Premises, including Losses arising from (i) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about the Premises or any portion thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways, (ii) any use, non-use or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, the Premises or any portion thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways, (iii) any representation or warranty made herein by Tenant, in any certificate delivered in connection herewith or in any other agreement to which Tenant is a party or pursuant thereto being false or misleading in any material respect as of the date such representation or warranty was made, (iv) performance of any labor or services or the furnishing of any materials, equipment or other property ordered by Tenant in respect to the Premises or any portion thereof, (v) the claims of any invitees, patrons, licensees or subtenants of all or any portion of the Premises or any Person acting through or under Tenant or otherwise acting under or as a consequence of this Lease, (vi) any act or omission of Tenant or its employees, agents, contractors, licensees, subtenants or invitees, (vii) any contest referred to in Section 28.16, and (viii) the sale of liquor, beer or wine on the Premises or any portion thereof. It is expressly understood and agreed that the parties’ obligations under this Section 23.1 shall survive the expiration or earlier termination of this Lease with respect to the Premises for any reason. Except to the extent specified to the contrary in the above, Tenant shall have no obligation to indemnify any of the Indemnified Parties to the extent that such Losses arise from negligence, illegal acts, fraud, or willful misconduct of any Indemnified Party; provided, however, that the term “negligence” shall not include negligence imputed to or status incurred as a matter of law by any of the Indemnified Parties solely by reason of Landlord’s interest in the Premises or Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this Lease.

1Indemnification. Tenant shall, at no cost or expense to Landlord other than any de minimis cost or expense, protect, defend, indemnify, release and hold harmless each of the Indemnified Parties for, from and against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the negligence, illegal acts, fraud, or willful misconduct of such Indemnified Party; provided, however, that the term “negligence” shall not include negligence imputed to or status incurred as a matter of law solely by any of the Indemnified Parties by reason of Landlord’s interest in the Premises or Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this Lease) caused by, incurred or resulting from Tenant’s operations of the Premisesany Site, whether relating to alteration, maintenance, or use by Tenant or any Tenant Parties thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Tenant, its officers, employees, agents or other persons, or to which any Indemnified Party is subject because of Landlord’s interest in the Premisesany Site, including Losses arising from (i) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about the Premises or any portion thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways, (ii) any use, non-use or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, the Premises or any portion thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways, (iii) any representation or warranty made herein by Tenant, in any certificate delivered in connection herewith or in any other agreement to which Tenant is a party or pursuant thereto being false or misleading in any material respect as of the date such representation or warranty was made, (iv) performance of any labor or services or the furnishing of any materials, equipment or other property ordered by Tenant in respect to the Premises or any portion thereof, (v) the claims of any invitees, patrons, licensees or subtenants of all or any portion of the Premises or any Person acting through or under Tenant or otherwise acting under or as a consequence of this Lease, (vi) any act or omission of Tenant or its employees, agents, contractors, licensees, subtenants or invitees, (vii) any contest referred to in Section 28.16, and (viii) the sale of liquor, beer or wine on the Premises or any portion thereof. It is expressly understood and agreed that the parties’ obligations under this Section 23.1 shall survive the expiration or earlier termination of this Lease with respect to the Premises any Site for any reason. Except to the extent specified to the contrary in the above, Tenant shall have no obligation to indemnify any of the Indemnified Parties to the extent that such Losses arise from negligence, illegal acts, fraud, or willful misconduct of any Indemnified Party; provided, however, that the term “negligence” shall not include negligence imputed to or status incurred as a matter of law by any of the Indemnified Parties solely by reason of Landlord’s interest in the Premises or Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this Lease.

1Indemnification. Tenant shall, at no cost or expense to Landlord other than any de minimis cost or expense, protect, defend, indemnify, release 11.1.1 Supplier shall indemnify and hold harmless each of Customer, its Affiliates, and their directors, officers, employees, and agents and permitted assigns (collectively, the Indemnified Parties for, “Customer Representatives”) from and against all damages, losses, liabilities, expenses, claims, demands, suits, penalties or judgments or administrative or judicial orders (including reasonable attorneys’ fees and expenses reasonably incurred) (collectively, “Losses”) incurred by the Customer Representatives in connection with any claims, demands, actions or other proceedings by any Third Party for damage to physical property, personal injury (including loss of injured person’s earnings) or death (including such claims made on the basis of product liability) or other direct damage (individually and all Losses (excluding Losses suffered by an Indemnified Party collectively, “Claims”) to the extent resulting from or arising out of of; (i) the negligence, illegal acts, fraud, gross negligence or willful misconduct of such Indemnified Party; providedSupplier or its Affiliates and their respective officers, however, that the term “negligence” shall not include negligence imputed to or status incurred as a matter of law solely by any of the Indemnified Parties by reason of Landlord’s interest in the Premises or Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this Lease) caused by, incurred or resulting from Tenant’s operations of the Premises, whether relating to alteration, maintenance, or use by Tenant or any Tenant Parties thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Tenant, its officersdirectors, employees, agents or other persons, or to which any Indemnified Party is subject because of Landlord’s interest in the Premises, including Losses arising from (i) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about the Premises or any portion thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways, and representatives; (ii) any usebreach by Supplier of its representations, non-use warranties, obligations or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, the Premises or any portion thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways, covenants in this Agreement; (iii) any representation or warranty made herein by Tenantthe Development, in any certificate delivered in connection herewith or in any other agreement to which Tenant is a party or pursuant thereto being false or misleading in any material respect as patient use of Licensed Product, Manufacture, supply of the date Product to Customer by Supplier, or Commercialization of Product by or on behalf of Supplier, including Claims with respect to product liability except to the extent such representation or warranty was made, Claims would be indemnifiable pursuant to Section 11.1.2 of this Agreement; (iv) performance infringment of any labor patent, copyright or services trademark or the furnishing misappropriation of any materials, equipment trade secret or other intellectual property ordered by Tenant of any Third Party in respect to the Premises use of any Supplier Technology in the Manufacture of the Product; or any portion thereof, (v) the claims of Supplier’s failure to abide by any inviteesApplicable Law (including environmental laws, patrons, licensees or subtenants of all or regulations and orders and any portion failure by Supplier to obtain and maintain any Regulatory Approvals Supplier is required to have for Manufacture of the Premises or any Person acting Product and required to be obtained and maintained by Supplier under Applicable Law), except, in each case ((i) through or under Tenant or otherwise acting under or as a consequence of this Lease(v)), (vi) any act or omission of Tenant or its employees, agents, contractors, licensees, subtenants or invitees, (vii) any contest referred to in Section 28.16, and (viii) the sale of liquor, beer or wine on the Premises or any portion thereof. It is expressly understood and agreed that the parties’ obligations under this Section 23.1 shall survive the expiration or earlier termination of this Lease with respect to the Premises for any reason. Except to the extent specified to the contrary in the above, Tenant shall have no Customer has an obligation to indemnify any Supplier Representative pursuant to Section11.1.2. The provisions of this Section shall survive the Indemnified Parties to the extent that such Losses arise from negligence, illegal acts, fraud, termination or willful misconduct expiration of any Indemnified Party; provided, however, that the term “negligence” shall not include negligence imputed to or status incurred as a matter of law by any of the Indemnified Parties solely by reason of Landlord’s interest in the Premises or Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this LeaseAgreement.

1Indemnification. Tenant shall, at no cost to the extent not covered by insurance carried or expense required to be carried by Landlord other than any de minimis cost or expensehereunder, indemnify, defend, protect, defend, indemnify, release and hold harmless each of the Indemnified Parties forLandlord, its managing members, members, partners, subpartners and their respective officers, agents, servants, employees, and independent contractors from and against any and all Losses loss, cost, damage, expense and liability (excluding Losses suffered by an Indemnified Party including without limitation court costs and reasonable attorneys' fees) incurred in connection with or arising out of the negligence, illegal acts, fraud, or willful misconduct of such Indemnified Party; provided, however, that the term “negligence” shall not include negligence imputed to or status incurred as a matter of law solely by any of the Indemnified Parties by reason of Landlord’s interest in the Premises or Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this Lease) caused by, incurred or resulting from Tenant’s operations of the Premises, whether relating to alteration, maintenance, or use by Tenant or any Tenant Parties thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Tenant, its officers, employees, agents or other persons, or to which any Indemnified Party is subject because of Landlord’s interest in the Premises, including Losses arising from (i) any accident, injury to or death of any person or loss of or damage to property occurring cause in, on or about the Premises Premises, including, without limiting the generality of the foregoing: (i) any default by Tenant in the observance or performance of any portion thereof of the terms, covenants or conditions of this Lease on the adjoining sidewalks, curbs, parking areas, streets Tenant's part to be observed or ways, performed; (ii) any use, non-the use or condition in, on or about, or possession, alteration, repair, operation, maintenance or management of, occupancy of the Premises by Tenant or any portion thereof person claiming by, through or on the adjoining sidewalks, curbs, parking areas, streets or ways, under Tenant; (iii) any representation or warranty made herein by Tenant, in any certificate delivered in connection herewith or in any other agreement to which Tenant is a party or pursuant thereto being false or misleading in any material respect as of the date such representation or warranty was made, (iv) performance of any labor or services or the furnishing of any materials, equipment or other property ordered by Tenant in respect to the Premises or any portion thereof, (v) the claims of any invitees, patrons, licensees or subtenants of all or any portion condition of the Premises or any Person acting occurrence or happening on the Premises from any cause whatsoever except Hazardous Material which was present on the Property before the date Tenant takes possession of the Premises; (iv) Tenant's, its employees, contractors or agents, use, release, manufacture, storage, or disposal of any Hazardous Materials on, under, or about the Premises, or the transportation to or from the Premises of any Hazardous Materials, or (v) any acts, omissions or negligence of Tenant or of any person claiming by, through or under Tenant, or of the contractors, agents, servants, employees, visitors or licensees of Tenant or otherwise acting any such person, in, on or about the Premises, including, without limitation, any acts, omissions or negligence in the making or performance of any Alterations (whether prior to or during the Lease Term); provided that the terms of the foregoing indemnity shall not apply to the negligence or willful misconduct of Landlord. Landlord shall, to the extent not covered by insurance carried or required to be carried by Tenant hereunder, indemnify, defend, protect and hold harmless Tenant, its managing members, members, partners, subpartners and their respective officers, agents, servants, employees, and independent contractors from any such loss, cost, damage, expense or liability (including, without limitation, court costs and reasonable attorneys' fees) arising directly out of the negligence or willful misconduct by Landlord or Landlord's agents, servants, employees and contractors. Further, Tenant's agreement to indemnixx xxx hold Landlord harmless pursuant to this Lease and the exclusion from Tenant's indemnity and the agreement by Landlord to indemnify and hold Tenant harmless pursuant to the preceding sentence are not intended to and shall not relieve any insurance carrier of its obligation under policies required to be carried by Landlord or as a consequence Tenant, respectively, pursuant to the provisions of this Lease, (vi) any act or omission . The provisions of Tenant or its employees, agents, contractors, licensees, subtenants or invitees, (vii) any contest referred to in Section 28.16, and (viii) the sale of liquor, beer or wine on the Premises or any portion thereof. It is expressly understood and agreed that the parties’ obligations under this Section 23.1 10.1 shall survive the expiration or earlier sooner termination of this Lease with respect to the Premises for any reason. Except claims or liability occurring prior to the extent specified to the contrary in the above, Tenant shall have no obligation to indemnify any of the Indemnified Parties to the extent that such Losses arise from negligence, illegal acts, fraud, expiration or willful misconduct of any Indemnified Party; provided, however, that the term “negligence” shall not include negligence imputed to or status incurred as a matter of law by any of the Indemnified Parties solely by reason of Landlord’s interest in the Premises or Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this Leasetermination.

1Indemnification. Tenant shall, at no cost or expense to Landlord other than any de minimis cost or expense, protect, defend, (a) PW's Indemnification. PW will indemnify, release defend and hold RA and its Affiliates, and all their respective officers, managers, employees, and agents, harmless each of the Indemnified Parties for, from and against any and all Losses (excluding Losses suffered asserted by an Indemnified Party third parties arising out of the negligence, illegal acts, fraudperformance by PW of its obligations under this Agreement, or willful misconduct of such Indemnified Party; provided, however, that to the term “negligence” shall not include negligence imputed to or status incurred as a matter of law solely extent caused by any of the Indemnified Parties by reason of Landlord’s interest in the Premises or Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this Lease) caused by, incurred or resulting from Tenant’s operations of a claim that the Premises, whether relating to alteration, maintenance, Licensed Property or use by Tenant or thereof infringes any Tenant Parties thereonIntellectual Property right of any third party. (b) RA's Indemnification. RA shall defend, supervision or otherwiseindemnify, or from any breach ofand hold harmless PW, default underRS and PI and its Affiliates, or failure to performand all their respective officers, any term or provision of this Lease by Tenant, its officersmanagers, employees, agents or other personsand agents, or to which against any Indemnified Party is subject because Losses asserted by third parties, arising out of Landlord’s interest in the Premises, including Losses arising from (i) any accident, injury to inaccuracy in or death breach of any person of the representations or loss warranties of or damage RA pursuant to property occurring in, on or about the Premises or any portion thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways, this Agreement; (ii) any usebreach or nonperformance of any covenant, non-use agreement or condition inobligation to be performed by RA, on or aboutany sublicensee, or possession, alteration, repair, operation, maintenance or management of, the Premises or any portion thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways, RA’s Affiliates pursuant to this Agreement; (iii) gross negligent acts and/or omissions and/or willful misconduct of RA, any representation sublicensee, or warranty made herein by Tenant, in any certificate delivered in connection herewith or in any other agreement to which Tenant is a party or pursuant thereto being false or misleading in any material respect as of the date such representation or warranty was made, RA’s Affiliates; (iv) performance of except for Licensed Property, any labor claim that RA, any sublicensee, or services RA’s Affiliates, has infringed or the furnishing of any materials, equipment violated a third-party’s intellectual property or other rights (including RA, any sublicensee, or RA’s Affiliates creation of marketing materials hereunder), including without limitation to, the rights of publicity, rights of privacy, and intellectual property ordered by Tenant in respect to the Premises or any portion thereofrights, of third-parties; (v) any alleged defects or dangers inherent in Hemp Products or the claims of any invitees, patrons, licensees or subtenants of all or any portion of the Premises or any Person acting through or under Tenant or otherwise acting under or as a consequence of this Lease, use thereof; (vi) any act claims of sublicensees regarding Hemp Products, arising out of RA’s negligence or omission of Tenant or its employees, agents, contractors, licensees, subtenants or invitees, intentional misconduct; (vii) any contest referred death, injuries or damages to in Section 28.16purchasers, and users, or consumers of Hemp Products or arising from or related to the use of Hemp Products; (viii) the sale of liquor, beer or wine on the Premises or any portion thereof. It is expressly understood and agreed that the parties’ obligations performance under this Section 23.1 shall survive Agreement by RA, any sublicensee, or RA’s Affiliates, including without limitation to, any product liability claim related to Hemp Products,; (ix) any violation of applicable law (excepting the expiration Controlled Substances Act and any related laws) as it relates to RA, any sublicensee, or earlier termination of this Lease with respect RA’s Affiliates business; (x) any tax or penalty related to the Premises for RA, any reason. Except to the extent specified to the contrary in the abovesublicensee, Tenant shall have no obligation to indemnify or RA’s Affiliates business; (xi) any of the Indemnified Parties to the extent that such Losses arise from negligenceRA’s insurance requirements hereunder; (xii) any claim of false or misleading conduct or advertising by RA, illegal acts, fraudany sublicensee, or willful misconduct of RA’s Affiliates; (xiii) any Indemnified Party; providedbusiness or other activities conducted or pursued by RA, howeverany sublicensee, that the term “negligence” shall not include negligence imputed or RA’s Affiliates related to or status incurred as a matter of law this agreement but unauthorized by any of the Indemnified Parties solely by reason of Landlord’s interest in the Premises or Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this LeaseAgreement.