Common use of Indemnification by Xxxxxxxx Clause in Contracts

Indemnification by Xxxxxxxx. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Xxxxxx against, any and all Claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Property or the Loan, including any Claim arising out of or resulting from (a) construction of any Improvements, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to the Property, including any agreement with a broker or “finder” in connection with the Loan or other financing of the Property; (c) any other Default or Event of Default hereunder or under any of the other Loan Documents; or (d) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the Property; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Xxxxxx to enforce the rights and remedies of Lender hereunder or under the other Loan Documents.

Indemnification by Xxxxxxxx. Borrower Xxxxxxxx hereby agrees to indemnify Lender pay and to hold Lender harmless from and againstprotect, defend, and to defend Lender by counsel approved by indemnify and hold Xxxxxx and any other Permitted Owner harmless from, for and against, any and all Claims directly claims, demands, liabilities, losses, lawsuits, judgments, and costs and expenses (including, without limitation, reasonable attorneys’ fees) to which Lender or indirectly arising out of any other Permitted Owner may become exposed, or resulting from which Lender or any transactionother Permitted Owner may actually incur, act, omission, event or circumstance in any way connected with the Property or the Loan, including any Claim arising out of or resulting from (a) construction of any Improvements, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to the Property, including any agreement with a broker or “finder” in connection with the Loan Purchase Agreement or other financing of the Property; in exercising its rights under this Agreement (c) any other Default or Event of Default hereunder or under any of the other Loan Documents; or (d) any assertion or allegation that including, without limitation, all such costs and expenses incurred by Lender is liable for any act or omission of Borrower or any other Person Permitted Owner in connection with the ownership, development, financing, leasing, operation curing of Borrower’s defaults under the Purchase Agreement and the satisfaction of all conditions precedent to Equity Provider’s obligations under the Purchase Agreement). All such amounts due from Borrower to Lender or sale of any other Permitted Owner pursuant to this section shall be payable upon demand and shall accrue interest at the Property; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely Past Due Rate from the gross negligence or willful misconduct date of Lendereach such demand, which interest shall be immediately due and payable. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the LoanTHE FOREGOING INDEMNITY SHALL INCLUDE CLAIMS, any foreclosure or deedDEMANDS, assignment or conveyance in lieu thereof and any other action by Xxxxxx to enforce the rights and remedies of Lender hereunder or under the other Loan Documents.LIABILITIES, LOSSES, LAWSUITS, JUDGMENTS, AND COSTS AND EXPENSES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF LENDER OR ANY

Indemnification by Xxxxxxxx. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Xxxxxx against, any and all Claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Property or the Loan, including any Claim arising out of or resulting from (a) construction Construction of any the Improvements, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply in all material ways with any agreement that applies or pertains to the Property, including any agreement with a broker or “finder” in connection with the Loan or other financing of the Property; (c) any other Default or Event of Default hereunder or under any of the other Loan DocumentsDocuments that continues beyond expiration of any applicable notice and/or cure period; or (d) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the Property; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Xxxxxx to enforce the rights and remedies of Lender hereunder or under the other Loan Documents.. EXHIBIT 10.32 37867101.2 01/05/2021 - 19 - EXHIBIT 10.32

Indemnification by Xxxxxxxx. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Xxxxxx against, any and all Claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Property or the Loan, including any Claim arising out of or resulting from (a) construction Construction of any the Improvements, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply in all material ways with any agreement that applies or pertains to the Property, including any agreement with a broker or “finder” in connection with the Loan or other financing of the Property; (c) any other Default or Event of Default hereunder or under any of the other Loan DocumentsDocuments that continues beyond expiration of any applicable notice and/or cure period; or (d) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the Property; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Xxxxxx to enforce the rights and remedies of Lender hereunder or under the other Loan Documents.. 37867101.2 01/05/2021

Indemnification by Xxxxxxxx. Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Xxxxxx against, any and all Claims commercially reasonable out-of-pocket costs incurred in connection with claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Property Properties or the LoanObligations (a “Claim”), including any Claim arising out of or resulting from (a) construction of any Improvements, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to the Property, including Properties; (b) any agreement with a broker or “finder” in connection with the Loan or other financing failure by Owners to observe and perform any of the Propertyobligations imposed upon any of them as landlords under the Leases; (c) any other Default or Event of Default hereunder or under any of the other Loan Documents; or (d) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the PropertyProperties; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Xxxxxx to enforce the rights and remedies of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documents.

Indemnification by Xxxxxxxx. Borrower Xxxxxxxx agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Xxxxxx against, any and all Claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Property or the Loan, including including, without limitation, any Claim arising out of or resulting from (a) construction of any Improvements, including including, without limitation, any defective workmanship or materials; , (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to the Property, including including, without limitation, any agreement with between Borrower and a broker or “finder” in connection with the Loan or other financing of the Property; , (c) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases, (d) any other Default or Event of Default hereunder or under any of the other Loan Documents; or , (de) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the Property, and (f) the Claims of any broker or finder engaged by Borrower arising by reason of the execution hereof or the making of the Loan; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to the extent any Claim arising solely arises from the gross negligence or willful misconduct of Lender. So long as no Event of Default shall have, Xxxxxx shall not settle any Claim that Borrower is obligated to indemnify without Borrower’s consent, not to be unreasonably withheld, provided Borrower deposits with Lender either (i) an amount sufficient to pay for any such Claims, or (ii) a letter of credit in an amount sufficient to pay for any such Claims, in each case, as determined by Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Xxxxxx to enforce the rights and remedies of Lender hereunder or under the other Loan Documents. Borrower shall employ suitable means to protect from theft or vandalism all portions of the Improvements and all tools and building materials (indemnify, without limitation, all Stored Materials) stored on the Land.