Environmental Indemnities. Manager shall indemnify, defend and hold Owner harmless from any and all claims of third parties, and damages, costs and losses owing to third parties or suffered by Owner, including court costs, reasonable attorneys' fees and consultants' fees, arising during or after the Term and reasonably incurred or suffered by Owner as a result of any default or breach of any representation, warranty or covenant made by Manager under this Article 12, except to the extent caused by Owner, its agents, employees or contractors, it is a condition of this indemnification and hold harmless obligation that Manager must receive notice of any such claim against Owner promptly after Owner first has knowledge thereof, but no failure by Owner to promptly notify the Manager of any such claim shall adversely affect Owner's right to indemnification except (and only to the extent) that Manager can prove prejudice as a result of the failure to receive prompt notice. This indemnification and hold harmless obligation includes any and all costs reasonably incurred by Owner after notice to Manager for any cleanup, removal or restoration mandated by any public official acting lawfully under applicable Laws if Manager fails to timely perform such work.
Appears in 4 contracts
Samples: Management Agreement, Management Agreement, Management Agreement
