Grantee Indemnification. Grantee shall indemnify, hold harmless, and defend Grantor, its parent, and Affiliates, and their respective officers, directors, employees, agents, contractors, subcontractors, invitees, and successors, as the case may be, from and against any and all claims, liabilities, costs, damages and expenses (including reasonable attorney and expert fees, and disbursements incurred by any of them in any action or proceeding brought by any third party or Grantee) (collectively, “Grantor’s Damages”) (i) for damages to property, injury to or death of any person, including Grantor’s employees or any third parties, to the extent caused wholly or in part by any act or omission, negligent or otherwise, by Grantee and/or its officers, directors, employees, agents contractors, subcontractors and invitees arising out of or connected with this Agreement, including a failure by Grantee to perform its obligations hereunder, or (ii) on account of the presence, alleged presence, Release or threatened Release of any Hazardous Substances on, under or migrating from the Generation Facilities Easement Area or the Generation Facilities located thereon or otherwise attributable to Grantee’s operation and maintenance of its Generation Facilities on the Grantor’s Property . Grantor shall not be entitled to indemnity under the preceding sentence to the extent that a court of competent jurisdiction determines that its gross negligence or willful misconduct caused such damages.
Grantee Indemnification. TFC represents and warrants that it does and shall throughout the applicable term(s) hereof, have the full right and authority to enter into this Agreement and perform all of its purported duties and obligations hereunder with full legal right and authority under the relevant federal, state and local laws and statutes. Except to the extent that Xxxxxxx’s indemnity above applies, TFC shall indemnify and hold Grantee, its licensees, successors and assigns (including without limitation any eventual owner(s) and distributor(s) of the Project) harmless from and against any third-party liability, actions, causes of action, claims, costs, damages and expenses (including, without limitation, outside attorneys’ fees, disbursements and court costs regardless of whether litigation is commenced) (collectively “Claims”) arising out of, or in connection with the breach by TFC or any of its principals, agents or employees of any of TFC’s representations, warranties, covenants, agreements, or undertakings contained in this Agreement.
Grantee Indemnification. By Xxxxxxx’s acceptance hereof, such Grantee agrees that it shall indemnify and hold Grantor, its managers, members, successors and assigns harmless from any loss, cost, damage or expense (including reasonable attorney’s fees) sustained by Grantor as a result of the exercise by such Grantee, (or its employees, agents or contractors), of the rights and easements granted herein, except to the extent that any such loss, cost, damage or expense is attributable to Grantor’s negligence or willful misconduct. Xxxxxxx agrees that following any installations made by such Grantee as permitted by this Grant of Easement, such Grantee shall properly restore the surface of the Easement Areas (by grading, paving or re-seeding) to as reasonably good condition as said surface was in immediately prior to said installations. Notwithstanding the foregoing, this indemnification shall not be effective against the Grantee for any matters attributable to the “Activities Use Limitation” referenced below, except as expressly set forth herein and in the paragraph below.
Grantee Indemnification. Grantee understands and acknowledges that there is inherent risk by accessing and using the Temporary Easement Property insofar as motorized vehicle activities will be taking place thereon. Grantee accepts all risks and liabilities related to the use and access of the Temporary Easement Property of Grantee and its agents, employees, attendees and contestants. Grantee agrees to indemnify, defend and hold Grantor harmless from and against any and all claims, causes of action, damages, liabilities, or litigation arising from the use of the Temporary Easement Property by Grantee and its agents, employees, attendees and contestants.
Grantee Indemnification. Grantor hereby agrees to and shall indemnify, defend, protect and hold Grantee, its officials, employees, agents, contractors, successors, assigns and heirs harmless from and against any and all claims, proceedings, lawsuits, liabilities, damages, losses, fines, penalties, judgments, awards, costs and expenses, including, without limitation, reasonable attorneys' fees and costs, to the extent same arise out of a claim for trespass or similar action which challenges the Village’s legal authority to enter on to the Xxxxx Falls property brought by any Owners in Xxxxx Falls for Grantees accessing Owner’s property to perform the Xxxxx Falls Work. This indemnification and hold harmless covenant shall survive the termination of this Agreement.
Grantee Indemnification. Grantor shall indemnify, defined and hold Grantee and its officers, directors, employees and agents, and each of their respective successors and assigns (hereinafter collectively called “Grantee Indemnified Parties”) harmless from and against any and all Indemnified Claims resulting from (i) any breach or default by Grantor in the observance or performance of any of the terms, covenants or conditions of this Agreement and/or (ii) any injury or the death of any person (including without limitation any Grantee Indemnified Party) or physical damage to property, real or personal, of any kind wherever located and by whomever owned (including, without limitation, property owned by any Grantee Indemnified Party) in proportion to and to the extent such injury, death or physical damage arises out of any negligence, willful misconduct or other acts or omissions of Grantor or any of the other Grantor Indemnified Parties, except to the extent that any such Indemnified Claims are caused by the negligence or willful misconduct of Grantee or any of the other Grantee Indemnified Parties or by Grantee’s breach of its obligations under this Agreement, the UCSF Ground Lease or the LDDA.
Grantee Indemnification. Grantee shall indemnify, defend, and hold the Grantor harmless from all Claims, incurred by or asserted against the Grantor by any person or entity, which are alleged to have been caused directly or indirectly from the acts or omissions of Grantee or Xxxxxxx’s Employees. Xxxxxxx further agrees to indemnify and hold Grantor harmless for the payment of any tax or withholding payments, including any penalty assessed it may owe under this Contract as described in Section 6.
