Indemnification by Owner. To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer, Engineer’s officers, directors, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Owner or Owner’s officers, directors, partners, agents, consultants, or employees, or others retained by or under contract to the Owner with respect to this Agreement or to the Project.
Indemnification by Owner. The Owner shall indemnify and hold harmless the Servicer and its affiliates and their respective officers, directors, shareholders, employees, agents, successors and any permitted assigns from, and shall reimburse them for, all Damages incurred by or asserted against any of such individuals or entities on or after the Effective Date which arise out of, are in connection with or result from:
(a) any false, inaccurate or untrue representation or warranty made by Owner and contained in this Agreement; or
(b) the non-fulfillment or non-performance of any covenant or obligation of the Owner contained in this Agreement; or
(c) any failure of the Owner, the Prior Owner or the Originator to have complied before the Effective Date with Accepted Servicing Practices with respect to the Mortgage Loans; or
(d) the Servicer’s compliance with written instructions of Owner to the extent that such instructions are not in compliance with Accepted Servicing Practices; or
(e) any Recourse Obligation except to the extent that the requirement to pay or perform in respect of such Recourse Obligation results from the Servicer’s breach of Accepted Servicing Practices or the Servicer’s breach of any of its obligations under this Agreement; or
(f) any outstanding Servicing Advance as to which the Servicer is not reimbursed by the Mortgagor or from liquidation proceeds following the Foreclosure of the Mortgage Loan and the sale or conveyance of the related REO, unless resulting from the Servicer’s breach of Accepted Servicing Practices or the Servicer’s obligations under this Agreement; or
(g) errors in the adjustment, after the Effective Date but prior to the completion by the Servicer of an ARM Loan audit with respect to such ARM Loan, of the interest rate or payments on an ARM Loan to the extent arising out of an incorrect adjustment of such interest rate or payments prior to the Effective Date; or
(h) the continuation by the Servicer of the past practices of the Owner or the Prior Servicer with respect to the analysis of any escrow account for a Mortgage Loan or the reporting to Mortgagors of the appropriate balances thereof, until the date of the first analysis of such escrow account that is required to be performed under applicable law after the Effective Date (it being agreed that the foregoing indemnification shall not apply with respect to any failure by the Servicer to timely or properly disburse (or request or direct the disbursement of) funds from any such escrow account)...
Indemnification by Owner. Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Consultants as required by Laws and Regulations and to the extent (if any) required in Exhibit I, “Limitations of Liability.”
Indemnification by Owner. Owner shall hold harmless, indemnify and defend Manager and its Affiliates and their respective agents, employees, officers, directors and shareholders (collectively, “Manager Indemnities”), from and against any action, cause of action, suit, debt, cost, expense (including, without limitation, reasonable attorneys’ fees for pre-trial, trial and appellate proceedings), claim or demand whatsoever brought or asserted by any third person whomsoever, at law or in equity, incurred by Manager Indemnities arising out of, as a result of, or in connection with the operation of the Hotel including, without limitation: (a) the performance by Manager or its Affiliates of its services hereunder, including, without limitation, any and all obligations incurred relating to any agreements with third parties entered into by Manager or Owner in connection with the management or operation of the Hotel in accordance with this Agreement; (b) any act or omission (whether or not willful, tortuous, or negligent) of Owner or any third party; or (c) any other occurrence related to the Hotel or Manager’s duties under this Agreement (except for liabilities for which Manager indemnifies Owner). Owner may apply the proceeds of any available insurance to the payment of any claim under the indemnity set for the in this Section 18.1. The provisions of this Section 18.1 shall survive the expiration or termination of this Agreement ands hall be binding upon Owner’s successors and assigns.
Indemnification by Owner. Owner shall indemnify and hold harmless Manager, and its respective officers, directors, shareholders, members, agents, employees, parents, subsidiaries, and Affiliates (collectively, the "Manager Indemnitees"), and defend the Manager Indemnitees with counsel reasonably satisfactory to Manager against any and all liabilities, claims, causes of action, losses, demands, judgments, settlements, and costs and expenses, including reasonable attorneys' fees and court costs, (each a "Claim" and collectively "Claims") arising out of or in connection with (a) Owner’s negligence, willful misconduct, or fraud or (b) Owner's breach of this Agreement.
Indemnification by Owner. The Owner shall indemnify and save harmless the Municipality against all actions, causes of actions, suits, claims and demands whatsoever which may arise directly or indirectly by reason of this Agreement or the Owner undertaking the development or re- development herein referred to.
Indemnification by Owner. Tenant shall indemnify, defend, protect and hold harmless Owner, the partnership, the partnership’s partners, employees, contractors, agents, representatives, heirs, executors, administrators, assigns and legal successors (each an “Indemnified Party”, all jointly “Indemnified Parties”) from and against any and all claims, demands, causes of action (of every kind and nature, in law and at equity) liabilities, obligations, losses, attorney’s fees, costs, damages, recoveries or expenses (jointly “Claims”) arising from or related to: the occupancy and use of Premises by Tenant or any other person and/or entity with the knowledge and/or consent of Tenant (“Third Party(ies)”); the conduct of Tenant’s or any Third Party’s(ies)”) business; any activity, work or things done, permitted or suffered by Tenant and/or any Third Party(ies) in or about Premises or elsewhere; all Claims arising from any breach or default in the performance of any obligation of Tenant; any Claims arising from any negligence or intentional misconduct of any Third Party(ies), Tenant or Tenant’s employees, contractors, agents, representatives, invitees, related entities (and officers, directors and principals of any related entity), assigns and legal successors occurring on or about the Premises; and from any Claims paid, including but not limited to claims incurred or suffered by, or asserted against, Owner, the Premises or the Premises arising from or attributable to any repair, cleanup or detoxification, or preparation and implementation of any removal, remediation, response, closure or other plan (jointly “Response”) concerning any “Hazardous Substance” as contemplated and defined above on, under or about the Premises caused by Tenant and/or any of Tenant’s former or existing employees, contractors, agents, representatives, invitees, related entities (and officers, directors and principals of any related entity), assigns and legal successors from and after Tenant’s occupancy of Premises; and all costs, attorney’s fees, expenses and liabilities incurred in the defense of any Claim(s) or action brought on any such claims. Tenant shall provide Owner 30 days prior written notice of the particulars of any required or proposed Response concerning any “Hazardous Substance” and Tenant’s right to effect any such required or proposed Response shall be conditioned on Owner’s reasonable written approval thereof and of the contractors, persons or entity(ies) proposed by Tenant to effect same. The provi...
Indemnification by Owner. Owner shall indemnify and save Manager harmless, except in cases of fraud, willful misconduct or negligence of the Manager, its employees and agents, from (i) all claims arising out of the course of Manager's duties in connection with the management and, where applicable, the leasing of the Property and from liability for injuries suffered by third parties while on the Property, and (ii) all claims arising from Manager's failure to make any payments to the extent Owner fails to make funds available as required herein; Owner further agrees to reimburse Manager for court costs and other reasonable expenses, including reasonable attorneys' fees, incurred by Manager in defending any action brought against Manager for injury or damage claimed to have been suffered upon the Property, except such claims arising from the fraud, willful misconduct or negligence of Manager, its employees and agents. Manager shall not be liable for any good faith error of judgment or for any mistake of fact or law, or for anything which it may do or refrain from doing in good faith and in pursuance of its duties and activities hereunder, except in cases of fraud, willful misconduct or negligence of Manager and/or its employees and agents.
Indemnification by Owner. Subject to Sections 12.3.3, 12.3.4 and 17.5.5, Owner shall defend, indemnify and hold harmless Manager and its Affiliates (and, following the Services Co Assignment until such time as neither Services Co nor any of its Affiliates is the Manager hereunder, the Transferring Manager and its Affiliates), and each of their respective shareholders, members, partners, trustees, beneficiaries, directors, officers, employees and agents, and the successors and assigns of each of the foregoing (collectively, the “Manager Indemnified Parties”) for, from and against any and all Claims that are not within the scope of Manager’s indemnification pursuant to Section 12.3.2. Nothing in this Section 12.3 shall be deemed to limit Owner’s right to pursue its contractual damage remedies against Manager with respect to amounts paid by Owner to one (1) or more other Persons in connection with any Claim caused by an Event of Default by Manager (it being further understood that the provisions of this Section 12.3 shall not be deemed to modify the provisions of Section 16.1 regarding the establishment of an Event of Default by Manager, including any provisions of Section 16.1 regarding notice of cure of any default that would, with the giving of notice or the passage of time, become an Event of Default). Manager shall promptly provide Owner with written notice of any Claim that is reasonably likely to result in any indemnification by Owner.
Indemnification by Owner. To the fullest extent permitted by Laws and Regulations, Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Subconsultants, and Engineer's Subcontractors, from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Owner or Owner's officers, directors, members, partners, agents, employees, or others retained by or under contract to the Owner with respect to this Agreement or to the Project.
