INDEMNIFICATION BY THE OWNER. The Owner shall indemnify and hold harmless the Agent from all liability, claims, damages or loss arising out of the performance of its duties hereunder, and related expenses, including reasonable attorneys' fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance; provided, however, that the Agent shall be entitled to indemnification, under this Section 17, only if the Agent, in connection with any liability, damages, claim or loss for which it seeks indemnity, acted in a manner which would not constitute gross negligence or willful misfeasance.
INDEMNIFICATION BY THE OWNER. The Owner shall indemnify and hold harmless the Agent, to the full extent permitted by the Delaware General Corporation Law (in effect at the time indemnity is sought), from all liability, claims, damages or loss arising out of the performance of its duties hereunder, and related expenses, including reasonable attorneys' fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance; provided, however, that the Agent shall be entitled to indemnification, under this Section 17, only if the Agent, in connection with any liability, damages, claim or loss for which it seeks indemnity, acted in a manner which would not constitute gross negligence or wilfull misfeasance.
INDEMNIFICATION BY THE OWNER. The Owner shall indemnify, defend and hold harmless each O&M Contractor Indemnified Party from and against any and all Claims incurred by or asserted against such O&M Contractor Indemnified Party arising out of or relating to Claims (i) arising as a result of a violation of Applicable Law to be complied with by the Owner hereunder, (ii) in respect of any taxes imposed on or attributable to the income or property of the Owner, (iii) relating to injury to or death of any person, including employees of the Owner, (iv) resulting from loss of or damage to property or (v) relating to the failure of the Owner to comply with the terms of this Agreement; provided, however, in each of cases (iii) and (iv) only to the extent that the Claim results from the negligent actions or negligent failures to act of or breach of the terms of this Agreement by any Owner Indemnified Party; provided, further, however, that the Owner shall not be required to defend, indemnify or hold harmless any O&M Contractor Indemnified Party from and against, and no O&M Contractor Indemnified Party shall be exculpated from, any Claims to the extent caused by any O&M Contractor Indemnified Party or arising from the breach of this Agreement by the O&M Contractor or the negligence, bad faith, recklessness or willful misconduct of the O&M Contractor or any O&M Contractor Indemnified Party or otherwise not attributable to the Owner. For the avoidance of doubt, no claim or liability for indemnification for Environmental Liability of any nature shall be made or incurred under this Section 9.2, and shall only be made or incurred pursuant to Section 5.2.
INDEMNIFICATION BY THE OWNER. The Owner shall, to the full extent lawful, reimburse, indemnify, defend and hold each of the Management Company and its affiliates and their respective stockholders, members, partners, owners, directors, managers, officers, employees and members of the Senior Management Team (the “Management Company Indemnified Parties”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) (each a “Loss” and collectively, “Losses”) in respect of or arising from (i) breaches by the Owner of this Agreement and (ii) any action, suit, claim, demand or proceeding commenced by a Third Party relating to (A) the acts or omissions by any of the Management Company Indemnified Parties (x) performed or omitted in providing the Services under this Agreement in accordance with the standard of care set forth in Section 2.7 or (y) relating to actions or omissions by the Management Company, any employee or officer of the Management Company or any member of the Senior Management Team performed or omitted at the direction of the Management Committee and (B) the Owner’s fraud, bad faith, gross negligence or willful misconduct.
INDEMNIFICATION BY THE OWNER. Subject to Sections 12.04 through 12.08, the Owner shall indemnify and hold harmless Parent, Merger Sub, each Company Entity and their respective officers, directors, agents or Affiliates, from and against any and all demands, claims, actions or causes of action, assessments, losses, diminution in value, damages (including special and consequential damages), liabilities, costs and expenses, including, but not limited to, reasonable attorney's fees (collectively, "Losses"), suffered or incurred by any such party by reason of or arising out of any of the following:
(a) the breach of any representation or warranty contained in Article 6 hereof by the Owner or in any document or instrument delivered by the Owner in its individual capacity in connection with this Agreement or the other Transaction Documents, or the failure of any such representation or warranty to be true and correct when made or deemed made; and
(b) the breach or non-fulfillment of any covenant or agreement of the Owner contained in this Agreement or in any document or instrument delivered by the Owner in its individual capacity in connection with this Agreement or the other Transaction Documents.
INDEMNIFICATION BY THE OWNER. Pursuant to the terms of Section 9.8, the Owner, as an Indemnifying Party, hereby agrees to defend, indemnify, and hold harmless the Servicer, as an Indemnified Party, from and against and any and all damages as defined in Section 9.6, asserted against, resulting to, imposed from, or incurred by the Servicer in favor of a third party by reason of or resulting from any breach by the Owner of any representation or warranty contained in this Agreement.
INDEMNIFICATION BY THE OWNER. The Owner hereby indemnifies and defends the Developer against any claims for unpaid fees or costs associated with the Property or the Project incurred by or on behalf of the Owner or the Developer as a result of any claim by any broker. The parties acknowledge that no broker was responsible for procuring the transactions set forth in this Agreement, nor any part hereof, and each party will indemnify and defend the other from any and all claims, actual or threatened, for a commission or other compensation by any third person with whom such party has had dealings.
INDEMNIFICATION BY THE OWNER. The Owner hereby indemnities and defends the Developer against any claims for unpaid fees or costs associated with the Property or the Project incurred by or on behalf of the Owner or the Developer as a result of any claim by any broker.
INDEMNIFICATION BY THE OWNER. In the event that FNBN is required to make any payment to the Servicer under the terms of Section 12.01 of the FNBN Agreement and FNBN fails to do so in a timely manner, the Owner unconditionally agrees with the Servicer that it will make such payment directly to the Servicer upon demand."
INDEMNIFICATION BY THE OWNER. The Owner agrees to indemnify, defend, and holds harmless the Servicer, its officers, employees, agents and directors from any Damages, directly or indirectly resulting from or arising out of (i) the Owner’s failure to observe or perform any or all of the Owner’s covenants, agreements, warranties or representations contained in this Agreement; (ii) the origination, making, funding, sale or servicing of the Assets prior to the related Transfer Date or after the related Termination Date, (iii) the absence or unavailability of any documents evidencing or relating to an Asset, including but not limited to any documents necessary to service the Assets in accordance with Applicable Requirements, other than to the extent resulting for the actions or omissions of the Servicer, (iv) compliance with any instructions of the Owner to the extent that compliance with such instructions does not comply with Applicable Requirements, (iv) the continuation by the Servicer of the past practices of any prior servicer or owner of the Asset that fails to comply with Applicable Requirements or the Servicing Standard, except if and to the extent the Servicer reasonably should have become aware of such compliance failure under the Servicing Standard, or (v) any actions or omissions to act by the Servicer in connection with the servicing of the Assets (including, without limitation, actions or omission in connection with any Loss Share Agreement), in each case unless due to the Servicer’s fraud, negligence, willful misconduct or bad faith.
