Common use of Indemnification of Mortgagee Clause in Contracts

Indemnification of Mortgagee. Mortgagor hereby agrees to and does hereby indemnify, protect, defend and save harmless Mortgagee and its officers, directors, employees, agents, attorneys and shareholders from and against any and all losses, damages, expenses or liabilities of any kind or nature and from any suits, claims or demands, including reasonable counsel fees incurred in investigating or defending such claims, suffered by any of them and caused by, relating to, arising out of, resulting from, or in any way connected with this Mortgage and the transactions contemplated herein, including, but not limited to, (a) disputes between any architect, general contractor, subcontractor, materialman or supplier, or on account of any act or failure to act by Mortgagee in connection with this Mortgage, or (b) losses, damages, expenses or liabilities sustained by Mortgagee pursuant to any provisions contained in any federal, state or local environmental law, ordinance, rule or regulation, or (c) any violation of the covenants and representations contained in Section 4(b)-(j) hereof. THE INDEMNIFICATION OBLIGATIONS OF MORTGAGOR UNDER THIS SECTION 20(b) AND (c) SHALL NOT BE SUBJECT TO THE LIMITATIONS OF LIABILITY SET FORTH IN SECTION 28 HEREOF OR IN THE NOTE. In case any action shall be brought against Mortgagee based upon any of the above and in respect to which indemnity may be sought against Mortgagor, Mortgagee shall promptly notify Mortgagor in writing, and Mortgagor shall assume the defense thereof, including the employment of counsel selected by Mortgagor and satisfactory to Mortgagee, the payment of all costs and expenses and the right to negotiate and consent to settlement. Upon determination made by Mortgagee, Mortgagee shall have the right to employ separate counsel in any such action and to participate in the defense thereof. Mortgagor shall not be liable for any settlement of any such action effected without its consent, but if settled with Mortgagor's consent, or if there be a final judgment for the claimant in any such action, Mortgagor agrees to indemnify and save harmless Mortgagee from and against any loss or liability by reason of such settlement or judgment.

Indemnification of Mortgagee. Mortgagor hereby agrees Nothing herein contained shall be deemed to and does hereby indemnifyobligate Mortgagee to perform or discharge any obligation, protect, defend and save harmless Mortgagee and its officers, directors, employees, agents, attorneys and shareholders from and against any and all losses, damages, expenses duty or liabilities liability of any kind or nature lessor under any Secondary Lease of the Property unless and from any suits, claims or demands, including reasonable counsel fees incurred in investigating or defending such claims, suffered by any of them and caused by, relating to, arising out of, resulting from, or in any way connected with until Mortgagee forecloses this Mortgage and or takes title to the transactions contemplated herein, including, but not limited to, (a) disputes between any architect, general contractor, subcontractor, materialman or supplier, or on account of any act or failure to act by Mortgagee in connection with this Mortgage, or (b) losses, damages, expenses or liabilities sustained by Mortgagee pursuant to any provisions contained in any federal, state or local environmental law, ordinance, rule or regulation, or (c) any violation of the covenants and representations contained in Section 4(b)-(j) hereof. THE INDEMNIFICATION OBLIGATIONS OF MORTGAGOR UNDER THIS SECTION 20(b) AND (c) SHALL NOT BE SUBJECT TO THE LIMITATIONS OF LIABILITY SET FORTH IN SECTION 28 HEREOF OR IN THE NOTE. In case any action shall be brought against Mortgagee based upon any of the above and in respect to which indemnity may be sought against Mortgagor, Mortgagee shall promptly notify Mortgagor in writingProperty, and Mortgagor shall assume and does hereby indemnify and hold Mortgagee harmless from any and all liability, loss or damage which Mortgagee may or might incur under any Secondary Lease or by reason of the defense thereofassignment; and any and all such liability, loss or damage incurred by Mortgagee, together with the costs and expenses, including reasonable attorneys' fees, incurred by Mortgagee in defense of any claims or demands therefor (whether successful or not), shall be additional Secured Obligations, and Xxxxxxxxx shall reimburse Mortgagee therefor on demand. Mortgagor's obligations under this Section are subject to the employment of counsel selected by Mortgagor and satisfactory to Mortgagee, the payment of all costs and expenses and following: (a) the right to negotiate and consent settle or resolve such claim, subject to settlement. Upon determination made by Mortgagee's approval, Mortgagee which approval shall have not be unreasonably withheld, (b) the right to employ separate select legal counsel in any such action of Xxxxxxxxx's choice, subject to Mortgagee's approval, which approval shall not be unreasonably withheld, and to participate in the defense thereof. (c) Mortgagor shall not be liable indemnify Mortgagee for any settlement of any such action effected without its consent, but if settled with MortgagorMortgagee's consent, gross negligence or if there be a final judgment for the claimant in any such action, Mortgagor agrees to indemnify and save harmless Mortgagee from and against any loss or liability by reason of such settlement or judgmentwillful misconduct.

Indemnification of Mortgagee. Mortgagor hereby agrees Nothing herein contained shall be deemed to and does hereby indemnifyobligate Mortgagee to perform or discharge any obligation, protect, defend and save harmless Mortgagee and its officers, directors, employees, agents, attorneys and shareholders from and against any and all losses, damages, expenses duty or liabilities liability of any kind or nature lessor under any Lease of the Property unless and from any suits, claims or demands, including reasonable counsel fees incurred in investigating or defending such claims, suffered by any of them and caused by, relating to, arising out of, resulting from, or in any way connected with until Mortgagee forecloses this Mortgage and or takes title to the transactions contemplated herein, including, but not limited to, (a) disputes between any architect, general contractor, subcontractor, materialman or supplier, or on account of any act or failure to act by Mortgagee in connection with this Mortgage, or (b) losses, damages, expenses or liabilities sustained by Mortgagee pursuant to any provisions contained in any federal, state or local environmental law, ordinance, rule or regulation, or (c) any violation of the covenants and representations contained in Section 4(b)-(j) hereof. THE INDEMNIFICATION OBLIGATIONS OF MORTGAGOR UNDER THIS SECTION 20(b) AND (c) SHALL NOT BE SUBJECT TO THE LIMITATIONS OF LIABILITY SET FORTH IN SECTION 28 HEREOF OR IN THE NOTE. In case any action shall be brought against Mortgagee based upon any of the above and in respect to which indemnity may be sought against Mortgagor, Mortgagee shall promptly notify Mortgagor in writingProperty, and Mortgagor shall assume and does hereby indemnify and hold Mortgagee harmless from any and all liability, loss or damage which Mortgagee may or might incur under any Lease or by reason of the defense thereofassignment; and any and all such liability, loss or damage incurred by Mortgagee, together with the costs and expenses, including reasonable attorneys' fees, incurred by Mortgagee in defense of any claims or demands therefor (whether successful or not), shall be additional Secured Obligations, and Xxxxxxxxx shall reimburse Mortgagee therefor on demand. Mortgagor's obligations under this Section are subject to the employment of counsel selected by Mortgagor and satisfactory to Mortgagee, the payment of all costs and expenses and following: (a) the right to negotiate and consent settle or resolve such claim, subject to settlement. Upon determination made by Mortgagee's approval, Mortgagee which approval shall have not be unreasonably withheld, (b) the right to employ separate select legal counsel in any such action of Xxxxxxxxx's choice, subject to Mortgagee's approval, which approval shall not be unreasonably withheld, and to participate in the defense thereof. (c) Mortgagor shall not be liable indemnify Mortgagee for any settlement of any such action effected without its consent, but if settled with MortgagorMortgagee's consent, gross negligence or if there be a final judgment for the claimant in any such action, Mortgagor agrees to indemnify and save harmless Mortgagee from and against any loss or liability by reason of such settlement or judgmentwillful misconduct.

Indemnification of Mortgagee. Mortgagor hereby Mxxxxxxxx agrees to and does hereby indemnify, protect, to defend and to save and hold Mortgagee harmless Mortgagee from any and all claims, suits, obligations, damages, losses, costs, expenses (including, without limitation, Mortgagee’s reasonable attorney’s fees for which an invoice has been delivered to Mortgagee), demands, liabilities, penalties, fines and forfeitures of any nature whatsoever that may be asserted against or incurred by Mortgagee, its officers, directors, employees, agents, attorneys and shareholders from and against any and all losses, damages, expenses or liabilities of any kind or nature and from any suits, claims or demands, including reasonable counsel fees incurred in investigating or defending such claims, suffered by any of them and caused by, relating to, agents arising out of, resulting from, of or in any way connected with manner occasioned by this Mortgage and the transactions contemplated hereinexercise of the rights and remedies granted Mortgagee hereunder, including, but not limited to, as well as by: (a) disputes between any architectthe ownership, general contractoruse, subcontractoroperation, materialman or supplierconstruction, renovation, demolition, preservation, management, repair, condition, or on account maintenance of any act or failure to act by Mortgagee in connection with this Mortgage, or part of the mortgaged Property; (b) losses, damages, expenses or liabilities sustained by the exercise of any of Mortgagor’s Rights collaterally assigned and pledged to Mortgagee pursuant to any provisions contained in any federal, state or local environmental law, ordinance, rule or regulation, or hereunder; (c) any violation failure of Mxxxxxxxx to perform any of its obligations hereunder; and/or (d) any failure of Mortgagor to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Mortgage as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Mortgagee elects to exercise any of the covenants and representations contained remedies as provided under this Mortgage following default hereunder. The indemnity obligations of Mortgagor under this section shall not in Section 4(b)-(j) hereofany way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the mortgaged Property and/or Mxxxxxxxx’s business activities. THE INDEMNIFICATION OBLIGATIONS OF MORTGAGOR UNDER THIS SECTION 20(b) AND (c) SHALL NOT BE SUBJECT TO THE LIMITATIONS OF LIABILITY SET FORTH IN SECTION 28 HEREOF OR IN THE NOTE. In case Should any claim, action shall or proceeding be made or brought against Mortgagee based upon by reason of any of the above and in respect event as to which indemnity may be sought against MortgagorMxxxxxxxx’s indemnification obligations apply, Mortgagee shall promptly notify Mortgagor in writingthen, and Mortgagor shall assume the defense thereof, including the employment of counsel selected by Mortgagor and satisfactory to Mortgagee, the payment of all costs and expenses and the right to negotiate and consent to settlement. Upon determination made upon demand by Mortgagee, Mortgagor, at its sole cost and expense, shall defend such claim, action or proceeding in Mortgagor’s name, if necessary, by the attorneys for Mortgagor’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Mortgagee shall have the right approve. Mortgagee may also engage its own attorneys at its reasonable discretion to employ separate counsel in any such action defend Mortgagee and to participate assist in the its defense thereof. Mortgagor shall not be liable for any settlement of any such action effected without its consent, but if settled with Mortgagor's consent, or if there be a final judgment for the claimant in any such action, Mortgagor and Mxxxxxxxx agrees to indemnify pay the reasonable fees and save harmless Mortgagee from and against any loss or liability by reason disbursements of such settlement or judgmentattorneys for which an invoice has been delivered to Mortgagee.

Indemnification of Mortgagee. Mortgagor hereby agrees Nothing herein contained shall be deemed to and does hereby indemnifyobligate Mortgagee to perform or discharge any obligation, protect, defend and save harmless Mortgagee and its officers, directors, employees, agents, attorneys and shareholders from and against any and all losses, damages, expenses duty or liabilities liability of any kind or nature lessor under any Lease of the Property unless and from any suits, claims or demands, including reasonable counsel fees incurred in investigating or defending such claims, suffered by any of them and caused by, relating to, arising out of, resulting from, or in any way connected with until Mortgagee forecloses this Mortgage and or takes title to the transactions contemplated herein, including, but not limited to, (a) disputes between any architect, general contractor, subcontractor, materialman or supplier, or on account of any act or failure to act by Mortgagee in connection with this Mortgage, or (b) losses, damages, expenses or liabilities sustained by Mortgagee pursuant to any provisions contained in any federal, state or local environmental law, ordinance, rule or regulation, or (c) any violation of the covenants and representations contained in Section 4(b)-(j) hereof. THE INDEMNIFICATION OBLIGATIONS OF MORTGAGOR UNDER THIS SECTION 20(b) AND (c) SHALL NOT BE SUBJECT TO THE LIMITATIONS OF LIABILITY SET FORTH IN SECTION 28 HEREOF OR IN THE NOTE. In case any action shall be brought against Mortgagee based upon any of the above and in respect to which indemnity may be sought against Mortgagor, Mortgagee shall promptly notify Mortgagor in writingProperty, and Mortgagor shall assume and does hereby indemnify and hold Mortgagee harmless from any and all liability, loss or damage which Mortgagee may or might incur under any Lease or by reason of the defense thereofassignment; and any and all such liability, loss or damage incurred by Mortgagee, together with the costs and expenses, including reasonable attorneys' fees, incurred by Mortgagee in defense of any claims or demands therefor (whether successful or not), shall be additional Secured Obligations, and Mortgagor shall reimburse Mortgagee therefor on demand. Mortgagor's obligations under this Section are subject to the employment of counsel selected by Mortgagor and satisfactory to Mortgagee, the payment of all costs and expenses and following: (a) the right to negotiate and consent settle or resolve such claim, subject to settlement. Upon determination made by Mortgagee's approval, Mortgagee which approval shall have not be unreasonably withheld, (b) the right to employ separate select legal counsel in any such action of Mortgagor's choice, subject to Mortgagee's approval, which approval shall not be unreasonably withheld, and to participate in the defense thereof. (c) Mortgagor shall not be liable indemnify Mortgagee for any settlement of any such action effected without its consent, but if settled with MortgagorMortgagee's consent, gross negligence or if there be a final judgment for the claimant in any such action, Mortgagor agrees to indemnify and save harmless Mortgagee from and against any loss or liability by reason of such settlement or judgmentwillful misconduct.

Indemnification of Mortgagee. Mortgagor hereby agrees to and does hereby indemnify, protect, to defend and to save and hold Mortgagee harmless Mortgagee from any and all claims, suits, obligations, damages, losses, costs, expenses (including, without limitation, Mortgagee's attorney's fees), demands, liabilities, penalties, fines and forfeitures of any nature whatsoever that may be asserted against or incurred by Mortgagee, its officers, directors, employees, agents, attorneys and shareholders from and against any and all losses, damages, expenses or liabilities of any kind or nature and from any suits, claims or demands, including reasonable counsel fees incurred in investigating or defending such claims, suffered by any of them and caused by, relating to, agents arising out of, resulting from, of or in any way connected with manner occasioned by this Mortgage and the transactions contemplated hereinexercise of the rights and remedies granted Mortgagee hereunder, including, but not limited to, as well as by: (a) disputes between any architectthe ownership, general contractoruse, subcontractoroperation, materialman or supplierconstruction, renovation, demolition, preservation, management, repair, condition, or on account maintenance of any act or failure to act by Mortgagee in connection with this Mortgage, or part of the Property; (b) losses, damages, expenses or liabilities sustained by Mortgagee pursuant any failure of Mortgagor to perform any provisions contained in any federal, state or local environmental law, ordinance, rule or regulation, or of its obligations hereunder; and/or (c) any violation failure of Mortgagor to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Mortgage as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Mortgagee elects to exercise any of the covenants and representations contained remedies as provided under this Mortgage following default hereunder. The indemnity obligations of Mortgagor under this section shall not in Section 4(b)-(j) hereofany way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the Property and/or Mortgagor's business activities. THE INDEMNIFICATION OBLIGATIONS OF MORTGAGOR UNDER THIS SECTION 20(b) AND (c) SHALL NOT BE SUBJECT TO THE LIMITATIONS OF LIABILITY SET FORTH IN SECTION 28 HEREOF OR IN THE NOTE. In case Should any claim, action shall or proceeding be made or brought against Mortgagee based upon by reason of any of the above and in respect event as to which indemnity may be sought against Mortgagor's indemnification obligations apply, Mortgagee shall promptly notify Mortgagor in writingthen, and Mortgagor shall assume the defense thereof, including the employment of counsel selected by Mortgagor and satisfactory to Mortgagee, the payment of all costs and expenses and the right to negotiate and consent to settlement. Upon determination made upon demand by Mortgagee, Mortgagor, at its sole cost and expense, shall defend such claim, action or proceeding in Mortgagor's name, if necessary, by the attorneys for Mortgagor's insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Mortgagee shall have the right approve. Mortgagee may also engage its own attorneys at its reasonable discretion to employ separate counsel in any such action defend Mortgagee and to participate assist in the its defense thereof. Mortgagor shall not be liable for any settlement of any such action effected without its consent, but if settled with Mortgagor's consent, or if there be a final judgment for the claimant in any such action, and Mortgagor agrees to indemnify pay the fees and save harmless Mortgagee from and against any loss or liability by reason disbursements of such settlement or judgmentattorneys.