Indemnification of Lessee. (a) The CCS Parties jointly and severally shall indemnify, defend and hold harmless the Lessee Indemnified Parties from and against any and all Lessee Indemnified Costs.
(b) The obligations of the CCS Parties under Section 7.1(a) shall be subject to the following limitations:
(i) The CCS Parties shall not have any liability for Lessee Indemnified Costs for any breach by the CCS Parties of any representations or warranties in Section 3.1 unless and until the aggregate of all Lessee Indemnified Costs relating thereto for which the CCS Parties would, but for this clause (i), be required to indemnify Lessee exceeds on a cumulative basis an amount (the “CCS Basket Amount”) equal to $500,000, in which case, subject to clause (ii) of this subsection (b), the CCS Parties shall be liable for the Lessee Indemnified Costs incurred by the Lessee Indemnified Parties but only to the extent such Lessee Indemnified Costs exceed the CCS Basket Amount;
(ii) Except with respect to the matter disclosed on Schedule 3.1(d) (the disclosure on such Schedule 3.1(d) and Lessee’s actual knowledge of which the Parties acknowledge and agree shall not affect the CCS Parties’ liability to the Lessee Indemnified Parties for any Lessee Indemnified Costs associated therewith or the ability of any such Lessee Indemnified Costs to be aggregated for the purposes of Section 7.1(b)(i)), the CCS Parties shall not have any liability for Lessee Indemnified Costs for any breach by the CCS Parties of any representation and warranty in Section 3.1 if Lessee had actual knowledge that such representation and warranty was not true and correct in any material respect at the time of the Closing, and no Lessee Indemnified Costs related thereto shall be aggregated for the purpose of Section 7.1(b)(i);
(iii) The CCS Parties shall not have any liability for Lessee Indemnified Costs for breach of representations and warranties in excess of the amounts specified in Section 7.1(c);
(iv) The obligations to indemnify and hold Lessee harmless pursuant to Section 7.1(a) with respect to breaches of representations and warranties shall be subject to the limitations in Section 3.3; and
(v) The liability of the CCS Parties for Lessee Indemnified Costs arising from Losses that are assessed against Lessee arising out of any failure of the CCS Parties to obtain or file any Permit that was required to be obtained or filed by the CCS Parties prior to the Closing either to conduct the business of the CCS Parties in Missouri o...
Indemnification of Lessee. The Lessor shall indemnify, defend, protect, and hold the Lessee, and each of the Lessee's officers, directors, shareholders, employees, agents, attorneys, successors and assigns, free and harmless from and against any and all claims, liabilities, penalties, forfeitures, losses or expenses (including attorneys' fees) for death of or injury to any person or damage to any property whatsoever arising from or caused in whole or in part, directly or indirectly, by (A) the presence in, on, under or about the Premises or the Building, or discharge in or from the Premises or the Building of any Hazardous Materials existing as of the execution of this Lease, or the Lessor's use, analysis, storage, transportation, disposal, release, threatened release, discharge or generation of Hazardous Materials to, in, on, under, about or from the Premises or the Building, or (B) the Lessor's failure to comply with Sections 5.4 and 5.5 hereof. The Lessor's obligations hereunder shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary repair, clean-up or detoxification or decontamination of the Premises or the Building, and the preparation and implementation of any closure, remedial action or other required plans in connection therewith, and shall survive the expiration or earlier termination of the term of the Lease. For purposes of the release and indemnity provisions hereof, any acts or omissions of the Lessor, or by officers, invitees, employees, agents, assignees, contractors or subcontractors of the Lessor or others acting for or on behalf of the Lessor (to the extent any such individual is acting within the scope of his relationship with the Lessor), whether or not such acts or omissions are negligent, intentional, willful or unlawful, shall be strictly attributable to the Lessor.
Indemnification of Lessee. Lessor shall indemnify Lessee against and hold Lessee harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities, losses and expenses (including, without limitation, reasonable attorney fees, consultant fees and expert fees) during or after the term of this Lease as a result of any discharge, release or presence during the occupancy of Lessee or prior to the occupancy of Lessee if the discharge, release or presence of any hazardous substance was or is caused by the Lessor or any of Lessor's agents, employees, contractors, invitees, assignees, sublessees or lessees. The indemnification includes, without limitation, costs incurred in connection with the investigation of site conditions or any cleanup, repair or removal or detoxification work required by any federal, state or local governmental agency or political subdivision. Lessor shall promptly take all actions at its sole expense, as necessary or appropriate to return the Premises to the condition existing before the discharge or release, provided, however, that such actions necessary to remediate the hazardous substance shall not interfere with the continued use and occupancy of the Lessee.
Indemnification of Lessee. Lessor shall indemnify and save harmless the Lessee from and against any and all third party claims (and shall Indemnify and save harmless Lessee’s Directors and Officers to the extent, of any liability in excess of claims paid under Lessee’s Directors and Officers liability insurance). to the extent same arise from the gross negligence or willful misconduct of Lessor, together with all costs, expenses and liabilities incurred in connection with each such claim or action or proceeding brought thereon, including without limitation, all reasonable attorney’s fees and disbursements.
Indemnification of Lessee. Lessor agrees to indemnify and hold Lessee harmless from any and all costs, expenses, damages or liabilities incurred by or imposed upon Lessee directly or indirectly, arising out of or attributable to (a) the use, generation, storage, release, threatened release, discharge, disposal (on or off the Leased Premises) or presence on, under or about the Leased Premises of any Hazardous Substances relating to the operations of the Lessor or owners or occupants on the Leased Premises at the commencement of this Lease or prior to such commencement; and (b) any release or threatened release of Hazardous Substances which are located in, at or under the Leased Premises as of the commencement of the Lease. Lessor agrees that such indemnity shall include the continued migration of any Hazardous Substance which occurs because of any existing Hazardous Substance release. Lessor's obligation to indemnify and hold Lessee harmless hereunder shall survive expiration or termination of the Lease. The disclosure to or acquisition of knowledge by Lessee prior to termination of the Lease of the current or past existence of Hazardous Substances on the Leased Premises or of possible claims or liability relating thereto, shall not modify, limit, waive or diminish the liability of Lessor under this paragraph.
Indemnification of Lessee. Manager will defend, indemnify and hold Lessee harmless from and against any and all claims to the extent such claims arise on account of Manager's gross negligence, willful misconduct, failure to act in good faith, or action beyond the authority granted to Manager by this Agreement.
Indemnification of Lessee. LESSOR agrees to fully indemnify, defend and save and hold harmless LESSEE from and against all claims and actions and all expenses incidental to the investigation and defense thereof, including reasonable litigation expenses and attorneys' fees, based on or arising out of damages or injuries to persons or their property, resulting from any environmental hazard, any condition representing a violation of any Environmental Law or any violation of Environmental Law existing at or affecting the Leased Premises or the Airport that was not caused by an act or omission of LESSEE in violation of Article XVI of this Lease and is caused solely by acts or omissions of LESSOR. LESSEE shall give to LESSOR prompt and reasonable notice of any such claim or action, and LESSOR shall have the right to investigate, compromise, and defend the same. This covenant of indemnification and defense shall survive expiration or termination of this Lease.
Indemnification of Lessee. Lessor shall indemnify Lessee, its directors, officers, agents and employees and save them harmless from and against any and all claims, actions, damages, liability and expense, including, without limitation, reasonable attorney's fees in connection with loss of life, personal injury or damage to property arising from or out of any occurrence in, upon or at the Stations or the Stores to the extent caused by any act or omission of Lessor, its agents, employees or contractors.
Indemnification of Lessee. Notwithstanding anything to the contrary contained in Paragraph 13, above, Lessor agrees to indemnify and hold Lessee and its affiliates, employees, agents, directors, successors and assigns harmless from any and all liabilities, losses, damages, demands and liability of every nature due to bodily injury and property damage, including reasonable attorneys fees, arising from or in connection with the ownership, operation, maintenance, use or storage of the Aircraft, arising from any act, omission or event occurring prior to the delivery of the Aircraft, to Lessee, or arising from any act or omission of Lessor, or any event over which Lessor has or had reasonable control, subsequent to the delivery of the Aircraft to Lessee.
Indemnification of Lessee. Lessor shall indemnify, protect, defend and hold Lessee, its agents, employees, shareholders, officers, directors, lenders, if any, and the Premises, harmless from and against any and all environmental damages, including the cost or remediation, arising out of or involving any Hazardous Substance or storage tank existing on the Premises prior to the Commencement Date. Lessor's obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration of this Lease.
