Common use of Indemnification by Service Provider Clause in Contracts

Indemnification by Service Provider. SERVICE PROVIDER SHALL INDEMNIFY, DEFEND AND HOLD MANAGER AND ITS MEMBERS, OFFICERS, MANAGERS, AGENTS AND EMPLOYEES HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES, DAMAGES, FINES, PENALTIES, LIABILITIES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS, SUSTAINED OR INCURRED BY OR ASSERTED AGAINST MANAGER BY REASON OF THE ACTS OF SERVICE PROVIDER WHICH ARISE OUT OF ITS GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BAD FAITH OR FRAUD OF SERVICE PROVIDER, ITS AGENTS OR EMPLOYEES OR SERVICE PROVIDER’S WILLFUL BREACH OF THIS AGREEMENT. IF ANY PERSON OR ENTITY MAKES A CLAIM OR INSTITUTES A SUIT AGAINST MANAGER ON A MATTER FOR WHICH MANAGER CLAIMS THE BENEFIT OF THE FOREGOING INDEMNIFICATION, THEN: (A) MANAGER SHALL GIVE SERVICE PROVIDER PROMPT NOTICE THEREOF IN WRITING; (B) SERVICE PROVIDER MAY DEFEND SUCH CLAIM OR ACTION BY COUNSEL OF ITS OWN CHOOSING PROVIDED SUCH COUNSEL IS REASONABLY SATISFACTORY TO MANAGER; (C) NEITHER MANAGER NOR SERVICE PROVIDER SHALL SETTLE ANY CLAIM WITHOUT THE OTHER’S WRITTEN CONSENT; AND (D) THIS SUBSECTION SHALL NOT BE SO CONSTRUED AS TO RELEASE MANAGER OR SERVICE PROVIDER FROM ANY LIABILITY TO THE OTHER FOR A WILLFUL BREACH OF ANY OF THE COVENANTS AGREED TO BE PERFORMED UNDER THE TERMS OF THIS AGREEMENT.

Indemnification by Service Provider. SERVICE PROVIDER SHALL INDEMNIFY, DEFEND AND HOLD MANAGER MASTER TENANT, OWNER AND ITS EACH OF THEIR RESPECTIVE MEMBERS, OFFICERS, MANAGERS, AGENTS AGENTS, ATTORNEYS AND EMPLOYEES (EACH, AN “INDEMNIFIED PARTY”) HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES, DAMAGES, FINES, PENALTIES, LIABILITIES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS, SUSTAINED OR INCURRED BY OR ASSERTED AGAINST MANAGER ANY INDEMNIFIED PARTY BY REASON OF THE ACTS OF SERVICE PROVIDER WHICH ARISE OUT OF ITS GROSS NEGLIGENCE, ; WILLFUL MISCONDUCT, BAD FAITH OR FRAUD OF SERVICE PROVIDER, ITS AGENTS OR EMPLOYEES OR SERVICE PROVIDER’S WILLFUL BREACH OF THIS AGREEMENT. IF ANY PERSON OR ENTITY MAKES A CLAIM OR INSTITUTES A SUIT AGAINST MANAGER AN INDEMNIFIED PARTY ON A MATTER FOR WHICH MANAGER SUCH INDEMNIFIED PARTY CLAIMS THE BENEFIT OF THE FOREGOING INDEMNIFICATION, THEN: (A) MANAGER SUCH INDEMNIFIED PARTY SHALL GIVE SERVICE PROVIDER PROMPT NOTICE THEREOF IN WRITING; (B) SERVICE PROVIDER MAY DEFEND SUCH CLAIM OR ACTION BY COUNSEL OF ITS OWN CHOOSING PROVIDED SUCH COUNSEL IS REASONABLY SATISFACTORY TO MANAGERSUCH INDEMNIFIED PARTY; (C) NEITHER MANAGER THE INDEMNIFIED PARTY NOR SERVICE PROVIDER SHALL SETTLE ANY CLAIM WITHOUT THE OTHER’S WRITTEN CONSENT; AND (D) THIS SUBSECTION SHALL NOT BE SO CONSTRUED AS TO RELEASE MANAGER MASTER TENANT OR SERVICE PROVIDER FROM ANY LIABILITY TO THE OTHER FOR A WILLFUL BREACH OF ANY OF THE COVENANTS AGREED TO BE PERFORMED UNDER THE TERMS OF THIS AGREEMENT.