2General Indemnification Clause Samples
The General Indemnification clause requires one party to compensate the other for losses, damages, or liabilities arising from specific actions or omissions related to the agreement. Typically, this clause applies when one party's negligence, misconduct, or breach causes harm to the other, and it may cover costs such as legal fees or third-party claims. Its core function is to allocate risk between the parties, ensuring that the party responsible for causing harm bears the financial consequences, thereby protecting the other party from unforeseen liabilities.
2General Indemnification. 1The Contributor shall, jointly and severally, indemnify and hold harmless the Operating Partnership and its respective directors, officers, employees, agents, representatives and affiliates (other than the Contributor) (each of which is an “Indemnified Party”) from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative, judicial or administrative proceedings or appeals therefrom, and costs of attachment or similar bonds (collectively, “Losses”), asserted against, imposed upon or incurred by the Indemnified Party in connection with or as a result of any breach of a representation, warranty or covenant of the Contributor contained in this Agreement from and after the Closing Date.
2General Indemnification. 1The Contributor or Operating Partnership, as applicable (each of which is an “Indemnifying Party”) shall indemnify and hold harmless the Operating Partnership or Contributor, as applicable, and its respective directors, officers, employees, agents, representatives and affiliates (other than the Contributor or Operating Partnership, as applicable) (each of which is an “Indemnified Party”) from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative, judicial or administrative proceedings or appeals therefrom, and costs of attachment or similar bonds (collectively, “Losses”), asserted against, imposed upon or incurred by the Indemnified Party in connection with or as a result of any breach of a representation, warranty or covenant of the Indemnifying Party contained in this Agreement from and after the Closing Date.
2General Indemnification. 1The Contributor shall indemnify and hold harmless the Operating Partnership and its respective directors, officers, employees, agents, representatives and affiliates (other than the Contributor) (each of which is an “Indemnified Party”) from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative, judicial or administrative proceedings or appeals therefrom, and costs of attachment or similar bonds (collectively, “Losses”), asserted against, imposed upon or incurred by the Indemnified Party as a result of any material breach of a representation, warranty or covenant of the Contributor contained in this Agreement, from and after the Closing Date.
2General Indemnification. A. The Developer shall hold harmless, indemnify and defend the Town Parties and their governing body members, officers, agents, employees and independent contractors for any damage or injury to the persons or property of the Developer or its officers, agents, employees, independent contractors or any other persons who may be about the Development Site during construction of the Developer Project, except for matters arising solely out of the negligence or willful misconduct of the Town Parties and their governing body members, officers, agents, employees and independent contractors.
B. The Town Parties and their governing body members, officers, agents, employees and independent contractors shall not be liable for any damage or injury to the persons or property of the Developer or its officers, agents, employees, independent contractors or any other persons who may be about the construction of the Developer Project except for matters arising solely out of the negligence or willful misconduct of the Town Parties and their governing body members, officers, agents, attorneys, employees and independent contractors.
C. All covenants, stipulations, promises, agreements and obligations of the Town Parties contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Town Parties and not of any of their governing body members, officers, agents, attorneys, employees or independent contractors in their individual capacities.
2General Indemnification. 1The Contributor shall indemnify and hold harmless the Operating Partnership and its respective directors, officers, employees, agents, representatives and affiliates (other than the Contributor) (each of which is an “Indemnified Party”) from and against any and all actions, claims, losses, damages, liabilities and expenses, including, without limitation, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative, judicial or administrative proceedings or appeals therefrom, and costs of attachment or similar bonds (collectively, “Losses”), asserted against, imposed upon or incurred by the Indemnified Party in connection with or as a result of any breach of a representation, warranty or covenant of the Contributor contained in this Agreement from and after the Closing Date. Losses shall not include punitive or consequential damages including, without limitation, lost profits.