Indemnification by Grantor. Grantor shall indemnify, defend, and hold harmless Grantee against any and all liability, actions, damages, claims, demands, judgments, losses, costs, reasonable expenses, and fees, including reasonable attorneys’ fees, resulting solely from (a) the negligent acts or omissions or willful misconduct of Grantor, (b) breach of any obligation, covenant, or undertaking of Grantor contained herein, or (c) any misrepresentation or breach of warranty on the part of the Grantor pursuant to this Agreement. For the sake of clarity, Grantor shall have no indemnity obligation for any liability, actions, damages, claims, demands, judgments, losses, costs, reasonable expenses, and fees, including reasonable attorneys’ fees, that arise, in whole or in part, out of Grantee’s conduct, act or omissions. Notwithstanding the foregoing, in no event shall Grantor indemnify, defend, or hold harmless Grantee against any claim for consequential, incidental, indirect, punitive, exemplary, or special damages.
Indemnification by Grantor. Grantor agrees to indemnify and save and hold Grantee harmless, to the fullest extent permitted by law, from and against and to promptly pay and reimburse him for any and all liabilities, demands, claims, actions, or causes of action, assessments, losses, costs, damages or expenses whatsoever, including reasonable attorneys’ fees sustained or incurred by Grantee, resulting from or arising out of or by virtue of any misrepresentation or breach of any representation or warranty or resulting from or arising out of or by virtue of noncompliance with or breach by Grantor of any of the covenants of this Agreement to be performed by Grantor or otherwise related to, arising out of, or in connection with any inquiry, action, claim or proceeding (including without limitation any governmental proceeding or investigation) brought or asserted by any person or entity related to, arising out of, or in connection with the execution, delivery, and performance of this Agreement.
Indemnification by Grantor. SUBJECT TO THE PROVISIONS OF SECTION 33 HEREOF, GRANTOR WILL ---------- PROTECT, INDEMNIFY AND SAVE HARMLESS BENEFICIARY, AND ALL OFFICERS, DIRECTORS, STOCKHOLDERS, PARTNERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS THEREOF (COLLECTIVELY, THE "INDEMNIFIED PARTIES") FROM AND AGAINST ALL LIABILITIES, ------------------- OBLIGATIONS, CLAIMS, DAMAGES, PENALTIES, CAUSES OF ACTION, COSTS AND EXPENSES (INCLUDING ALL REASONABLE ATTORNEYS' FEES AND EXPENSES ACTUALLY INCURRED) IMPOSED UPON OR INCURRED BY OR ASSERTED AGAINST THE INDEMNIFIED PARTIES OR THE TRUST ESTATE OR ANY PART OF ITS INTEREST THEREIN, BY REASON OF THE OCCURRENCE OR EXISTENCE OF ANY OF THE FOLLOWING (TO THE EXTENT INSURANCE PROCEEDS PAYABLE ON ACCOUNT OF THE FOLLOWING SHALL BE INADEQUATE; IT BEING UNDERSTOOD THAT IN NO EVENT WILL THE INDEMNIFIED PARTIES BE REQUIRED TO ACTUALLY PAY OR INCUR ANY COSTS OR EXPENSES AS A CONDITION TO THE EFFECTIVENESS OF THE FOREGOING INDEMNITY) PRIOR TO (I) THE ACCEPTANCE BY BENEFICIARY OF A DEED-IN-LIEU OF FORECLOSURE WITH RESPECT TO THE APPLICABLE PROPERTY, OR (II) THE INDEMNIFIED PARTIES TAKING POSSESSION OR CONTROL OF THE APPLICABLE PROPERTY, UNLESS CAUSED SOLELY BY THE ACTUAL WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE INDEMNIFIED PARTIES (OTHER THAN SUCH WILLFUL MISCONDUCT OR GROSS NEGLIGENCE IMPUTED TO THE INDEMNIFIED PARTIES BECAUSE OF THEIR INTEREST IN THE TRUST ESTATE): (1) OWNERSHIP OF GRANTOR'S INTEREST IN THE TRUST ESTATE, OR ANY INTEREST THEREIN, OR RECEIPT OF ANY RENTS OR OTHER SUM THEREFROM, (2) ANY ACCIDENT, INJURY TO OR DEATH OF ANY PERSONS OR LOSS OF OR DAMAGE TO PROPERTY OCCURRING ON OR ABOUT THE TRUST ESTATE OR ANY APPURTENANCES THERETO, (3) ANY DESIGN, CONSTRUCTION, OPERATION, REPAIR, MAINTENANCE, USE, NON-USE OR CONDITION OF THE TRUST ESTATE OR APPURTENANCES THERETO, INCLUDING CLAIMS OR PENALTIES ARISING FROM VIOLATION OF ANY LEGAL REQUIREMENT OR INSURANCE REQUIREMENT, AS WELL AS ANY CLAIM BASED ON ANY PATENT OR LATENT DEFECT, WHETHER OR NOT DISCOVERABLE BY BENEFICIARY, ANY CLAIM THE INSURANCE AS TO WHICH IS INADEQUATE, AND ANY ENVIRONMENTAL CLAIM, (4) ANY DEFAULT UNDER THIS MORTGAGE OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY FAILURE ON THE PART OF GRANTOR TO PERFORM OR COMPLY WITH ANY OF THE MATERIAL TERMS OF ANY LEASE OR OPERATING AGREEMENT WITHIN THE APPLICABLE NOTICE OR GRACE PERIODS, (5) ANY PERFORMANCE OF ANY LABOR OR SERVICES OR THE FURNISHING OF ANY MATERIALS OR OTHER PROPERTY IN RESPECT OF THE TRUST ESTATE OR ANY PART THEREOF, (6) ANY ...
Indemnification by Grantor. Each Grantor shall indemnify, reimburse and hold harmless Secured Party and its affiliates, and all of their partners, members, shareholders, officers, directors, employees, agents and advisors and any successors, assigns and participants thereof (each, an "INDEMNITEE"), from and against any and all losses, claims, liabilities, damages, penalties, suits, costs and expenses, of any kind or nature (including fees relating to the cost of investigating and defending any of the foregoing) imposed on, incurred by or asserted against such Indemnitee in any way related to or arising from or alleged to arise from this Agreement or the Collateral, except any such losses, claims, liabilities, damages, penalties, suits, costs and expenses which result from the gross negligence or willful misconduct of the Indemnitee as determined by a final nonappealable decision of a court of competent jurisdiction. This indemnification provision is in addition to, and not in limitation of, any other indemnification provision in any other Transaction Document.
Indemnification by Grantor. Notwithstanding any other provision herein to the contrary, Xxxxxxx hereby agrees to indemnify, defend, and hold harmless Grantee, its members, directors, officers, employees, agents, and contractors and their heirs and assigns (the “Indemnified Parties”) from and against any costs, liabilities, penalties, damages, claims or expenses (including, without limitation, reasonable attorneys’ fees and costs) and litigation costs (collectively, “Damages”) which the Indemnified Parties may suffer or incur as a result of or arising out of any of the following: (a) the activities of Grantor on the Property; (b) the inaccuracy of any representation or warranty made by Grantor; (c) the breach of any provision of this Conservation Easement; (d) any injury to or the death of any person or physical damage to any property resulting from any act, omission, condition or other matter related to or occurring on or about the Property, regardless of cause, except to the extent caused by the negligence or willful misconduct of any of the Indemnified Parties; or (e) the existence or the administration of this Conservation Easement. Without limiting the foregoing, Grantor shall indemnify, defend, and hold harmless the Indemnified Parties for all of the following:
Indemnification by Grantor. Subject to the provisions of Section 33 hereof, Grantor will protect, indemnify and save harmless Beneficiary, and all officers, directors, stockholders, partners, employees, agents, successors and assigns thereof (collectively, the "Indemnified Parties") from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including all reasonable attorneys' fees and expenses actually incurred) imposed upon or incurred by or asserted against the Indemnified Parties or the Trust Estate or any part of its interest therein, by reason of the occurrence or existence of any of the following (to the extent Insurance Proceeds payable on account of the following shall be inadequate; it being understood that in no event will the Indemnified Parties be required to actually pay or incur any costs or expenses as a condition to the effectiveness of the foregoing indemnity) prior to (i) the acceptance by Beneficiary of a deed-in-lieu of foreclosure with respect to the applicable Property, or (ii) the Indemnified Parties taking possession or control of the applicable Property, unless caused solely by the actual willful misconduct or gross negligence of the Indemnified Parties (other than such willful misconduct or gross negligence imputed to the Indemnified Parties because of their interest in the Trust Estate):
(1) ownership of Grantor's interest in the Trust Estate, or any interest therein, or receipt of any Rents or other sum therefrom, (2) any accident, injury to or death of any persons or loss of or damage to property occurring on or about the Trust Estate or any Appurtenances thereto, (3) any design, construction, operation, repair, maintenance, use, non-use or condition of the Trust Estate or Appurtenances thereto, including claims or penalties arising from violation of any Legal Requirement or Insurance Requirement, as well as any claim based on any patent or latent defect, whether or not discoverable by Beneficiary, any claim the insurance as to which is inadequate, and any Environmental Claim, (4) any Default under this Mortgage or any of the other Loan Documents or any failure on the part of Grantor to perform or comply with any of the material terms of any Lease or Operating Agreement within the applicable notice or grace periods, (5) any performance of any labor or services or the furnishing of any materials or other property in respect of the Trust Estate or any part thereof, (6) any negligence or tortious act or o...
Indemnification by Grantor. Grantor acknowledges that Grantee has neither possessory rights in the Protected Property, nor any right to control, maintain, or keep up the Protected Property. Grantor agrees to release, hold harmless, indemnify and defend Grantee from any and all liabilities which Grantee may suffer or incur as a result of the activities of Grantor, Grantor’s invitees, licensees and lessee on the Protected Property, other than those caused by the negligent acts or acts of misconduct of Grantee.
Indemnification by Grantor. Grantor shall defend, indemnify and hold Client and/or Charity harmless from all claims, liabilities, judgments, penalties, losses, costs, damages, and expenses (including
Indemnification by Grantor. Grantor agrees to indemnify, defend and hold harmless the Grantee, its officers, directors, managers, employees, agents and contractors from and against all loss, damage, liability, costs and expenses (including reasonable attorney's fees and expenses) arising from any claims, demands, actions, suits, or proceedings related to or arising out of:
a. the installation, maintenance or operation by Grantor of Grantor's System or the management of Grantor's business with regard to Grantor's System, except to the extent such losses are caused or contributed to by any act or omission of the Grantee;
b. Grantor's failure to perform any term, condition or obligation under this Agreement;
c. any failure of any representation or warranty made by Grantor herein to be true in any material respect as of the date when made;
d. any claim by a customer of Grantor (other than Grantee, its subsidiaries or affiliates) relating to Grantor's provision of services, and
e. any claim by a third party resulting from the negligence or willful misconduct of Grantor.
Indemnification by Grantor. (a) The Grantor will, during and for two years after the expiration of this Agreement and the Term, indemnify and save harmless the Concessionaire and the Concessionaire’s Advisors from and against all Claims made against or incurred, suffered of sustained by the Concessionaire or the Concessionaire’s Advisors either before or after the expiration or sooner termination of this Agreement, where the same or any of them are based upon or arise out of or from:
(i) any acts or omissions (including without limitation, negligent or wilful acts or omissions) or any breach or non-performance of this Agreement or of any Project Agreement, including without limitation, any breach of Environmental Laws, by the Provincial Entities or any of the Grantor’s Advisors, employees, agents, contractors, servants, successors or assigns, or parties for whom the Grantor is by law responsible;
(ii) any material inaccuracy in any representation or warranty made by the Grantor in this Agreement or any Project Agreement or in any document or certificate given by the Grantor pursuant to this Agreement or any Project Agreement; and
(iii) any personal or bodily injury or death of any person or persons (including without limitation any member of the public) and any damage to real or personal property to the extent caused in any way or contributed to by a Provincial Entity, or any of the Grantor’s Advisors, employees, agents, contractors, servants, successors or assigns, or parties for whom the Grantor is by law responsible, excepting always liability arising out of the independent acts or omissions of the Concessionaire, the Concessionaire’s Advisors or any of the Concessionaire’s employees, agents, contractors, servants, successors or assigns, or parties for whom the Concessionaire is in law responsible.
(b) If any Grantor Information from a third party is inaccurate, incomplete, inappropriate, incomprehensive, inexhaustive or unreliable in whole or in part, the Concessionaire suffers damage in reliance thereon, the Grantor has a right to claim against such third party in respect thereof and there is a reasonable likelihood of success in the reasonable opinion of the Grantor, then the Grantor will, at the request of the Concessionaire, indemnify the Concessionaire for such damage suffered by the Concessionaire. The Grantor will claim against the third party in respect thereof and pay to the Concessionaire all amounts recovered from the third party net of legal fees and expenses reasonab...
