Common use of Indemnification of Owner Clause in Contracts

Indemnification of Owner. The Contractor covenants and agrees to FULLY INDEMNIFY and HOLD HARMLESS, the Owner and the employees, officers, Regents, volunteers, and representatives of the Owner, individually or collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including but not limited to, personal or bodily injury, death and property damage, made upon the Owner directly or indirectly arising out of, resulting from or related to Contractor’s activities under this Contract, including any acts or omissions of Contractor, any agent, officer, director, representative, employee, consultant or Subcontractor of Contractor, and their respective officers, agents, employees, directors and representatives while in the exercise of performance of the rights or duties under this Contract. The indemnity provided for in this paragraph does not apply to any liability resulting from the negligence of the Owner, its officers or employees, separate contractors or assigned contractors, in instances where such negligence causes personal injury, death or property damage. IN THE EVENT CONTRACTOR AND OWNER ARE FOUND JOINTLY LIABLE BY A COURT OF COMPETENT JURISDICTION, LIABILITY WILL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE STATE UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. 3.3.10.1 The provisions of this indemnification are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. 3.3.10.2 The Contractor shall promptly advise the Owner in writing of any claim or demand against the Owner or the Contractor known to the Contractor related to or arising out of the Contractor’s activities under this Contract.

Indemnification of Owner. The 3.4.1 Contractor covenants and agrees to FULLY INDEMNIFY and HOLD HARMLESS, the Owner and the elected and appointed officials, employees, officers, Regentsdirectors, volunteers, and representatives of the Owner, individually or collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including but not limited to, personal or bodily injury, death and or property damage, made upon the Owner directly or indirectly arising out of, resulting from or related to Contractor’s activities under this Contract, including any acts or omissions of Contractor, or any agent, officer, director, representative, employee, consultant or the Subcontractor of Contractor, and their respective officers, agents, employees, directors and representatives while in the exercise of performance of the rights or duties under this Contract. The indemnity provided for in this paragraph does not apply to any liability resulting from the negligence of the Owner, its officers or employees, separate contractors or assigned contractors, in instances where such negligence causes personal injury, death or property damage. IN THE EVENT CONTRACTOR AND OWNER ARE FOUND JOINTLY LIABLE BY A COURT OF COMPETENT JURISDICTION, LIABILITY WILL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE STATE UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. 3.3.10.1 3.4.2 Contractor shall protect and indemnify the Owner from and against all claims, damages, judgments and losses arising from infringement or alleged infringement of any United States patent, or copyright that arise out of any of the work performed by the Contractor or the use by Contractor, or by Owner at the direction of Contractor, of any article or material. Upon becoming aware of a suit or threat of suit for patent or copyright infringement, Owner shall promptly notify Contractor and Contractor shall be given full opportunity to negotiate a settlement. Contractor does not warrant against infringement by reason of Owner's or Project Architect’s design of articles or their use in combination with other materials or in the operation of any process. In the event of litigation, Owner agrees to cooperate reasonably with Contractor and parties shall be entitled, in connection with any such litigation, to be represented by counsel at their own expense. 3.4.3 The provisions of this indemnification are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. 3.3.10.2 The 3.4.4 Contractor shall promptly advise the Owner in writing of any claim or demand against the Owner or the against Contractor which involves Owner and known to the Contractor and related to or arising out of the Contractor’s activities under this Contract. 3.4.5 These indemnitie provisions shall survive the termination of this Agreement regardless of the reason for termination.

Indemnification of Owner. The Contractor covenants and agrees to FULLY INDEMNIFY and HOLD HARMLESS, the Owner and the elected and appointed officials, employees, officers, Regentsdirectors, volunteers, and representatives of the Owner, individually or collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including but not limited to, personal or bodily injury, death and or property damage, made upon the Owner directly or indirectly arising out of, resulting from or related to Contractor’s activities under this Contract, including any acts or omissions of Contractor, or any agent, officer, director, representative, employee, consultant or the Subcontractor of Contractor, and their respective officers, agents, employees, directors and representatives while in the exercise of performance of the rights or duties under this Contract. The indemnity provided for in this paragraph does not apply to any liability resulting from the negligence of the Owner, its officers or employees, separate contractors or assigned contractors, in instances where such negligence causes personal injury, death or property damage. IN THE EVENT CONTRACTOR AND OWNER ARE FOUND JOINTLY LIABLE BY A COURT OF COMPETENT JURISDICTION, LIABILITY WILL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE STATE UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. 3.3.10.1 3.3.11.1 Contractor shall protect and indemnify the Owner from and against all claims, damages, judgments and losses arising from infringement or alleged infringement of any United States patent, or copyright that arise out of any of the work performed by the Contractor or the use by Contractor, or by Owner at the direction of Contractor, of any article or material. Upon becoming aware of a suit or threat of suit for patent or copyright infringement, Owner shall promptly notify Contractor and Contractor shall be given full opportunity to negotiate a settlement. Contractor does not warrant against infringement by reason of Owner's or Project Architect’s design of articles or their use in combination with other materials or in the operation of any process. In the event of litigation, Owner agrees to cooperate reasonably with Contractor and parties shall be entitled, in connection with any such litigation, to be represented by counsel at their own expense. 3.3.11.2 The provisions of this indemnification are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. 3.3.10.2 3.3.11.3 The Contractor shall promptly advise the Owner in writing of any claim or demand against the Owner or the Contractor known to the Contractor related to or arising out of the Contractor’s activities under this Contract. 3.3.11.4 These indemnity provisions shall survive the termination of this Agreement regardless of the reason for termination.

Indemnification of Owner. The 3.4.1 Contractor covenants and agrees to FULLY INDEMNIFY and HOLD HARMLESS, the Owner and the elected and appointed officials, employees, officers, Regentsdirectors, volunteers, and representatives of the Owner, individually or collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including but not limited to, personal or bodily injury, death and or property damage, made upon the Owner directly or indirectly arising out of, resulting from or related to Contractor’s activities under this Contract, including any acts or omissions of Contractor, or any agent, officer, director, representative, employee, consultant or the Subcontractor of Contractor, and their respective officers, agents, employees, directors and representatives while in the exercise of performance of the rights or duties under this Contract. The indemnity provided for in this paragraph does not apply to any liability resulting from the negligence of the Owner, its officers or employees, separate contractors or assigned contractors, in instances where such negligence causes personal injury, death or property damage. IN THE EVENT CONTRACTOR AND OWNER ARE FOUND JOINTLY LIABLE BY A COURT OF COMPETENT JURISDICTION, LIABILITY WILL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE STATE UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. 3.3.10.1 3.4.2 Contractor shall protect and indemnify the Owner from and against all claims, damages, judgments and losses arising from infringement or alleged infringement of any United States patent, or copyright that arise out of any of the work performed by the Contractor or the use by Contractor, or by Owner at the direction of Contractor, of any article or material. Upon becoming aware of a suit or threat of suit for patent or copyright infringement, Owner shall promptly notify Contractor and Contractor shall be given full opportunity to negotiate a settlement. Contractor does not warrant against infringement by reason of Owner's or Project Architect’s design of articles or their use in combination with other materials or in the operation of any process. In the event of litigation, Owner agrees to cooperate reasonably with Contractor and parties shall be entitled, in connection with any such litigation, to be represented by counsel at their own expense. 3.4.3 The provisions of this indemnification are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. 3.3.10.2 The 3.4.4 Contractor shall promptly advise the Owner in writing of any claim or demand against the Owner or the against Contractor which involves Owner and known to the Contractor and related to or arising out of the Contractor’s activities under this Contract. 3.4.5 These indemnity provisions shall survive the termination of this Agreement regardless of the reason for termination.

Indemnification of Owner. The Contractor covenants and agrees to FULLY INDEMNIFY and HOLD HARMLESS, the Owner and the elected and appointed officials, employees, officers, Regentsdirectors, volunteers, and representatives of the Owner, individually or collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including but not limited to, personal or bodily injury, death and or property damage, made upon the Owner directly or indirectly arising out of, resulting from or related to Contractor’s activities under this Contract, including any acts or omissions of Contractor, or any agent, officer, director, representative, employee, consultant or the Subcontractor of Contractor, and their respective officers, agents, employees, directors and representatives while in the exercise of performance of the rights or duties under this Contract. The indemnity provided for in this paragraph does not apply to any liability resulting from the negligence of the Owner, its officers or employees, separate contractors or assigned contractors, in instances where such negligence causes personal injury, death or property damage. IN THE EVENT CONTRACTOR AND OWNER ARE FOUND JOINTLY LIABLE BY A COURT OF COMPETENT JURISDICTION, LIABILITY WILL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE STATE UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. 3.3.10.1 3.3.11.1 The provisions of this indemnification are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. 3.3.10.2 The 3.3.11.2 Contractor shall promptly advise the Owner in writing of any claim or demand against the Owner or the against Contractor which involves Owner and known to the Contractor and related to or arising out of the Contractor’s activities under this Contract.

Indemnification of Owner. The To the extent permitted by the Constitution and laws of the State of Texas, Contractor covenants and agrees to FULLY INDEMNIFY and HOLD HARMLESS, the Owner and the elected and appointed officials, employees, officers, Regentsdirectors, volunteers, and representatives of the Owner, individually or collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including but not limited to, personal or bodily injury, death and or property damage, made upon the Owner directly or indirectly arising out of, resulting from or related to Contractor’s activities under this Contract, including any acts or omissions of Contractor, or any agent, officer, director, representative, employee, consultant or the Subcontractor of Contractor, and their respective officers, agents, employees, directors and representatives while in the exercise of performance of the rights or duties under this Contract. The indemnity provided for in this paragraph does not apply to any liability resulting from the negligence of the Owner, its officers or employees, separate contractors or assigned contractors, in instances where such negligence causes personal injury, death or property damage. IN THE EVENT CONTRACTOR AND OWNER ARE FOUND JOINTLY LIABLE BY A COURT OF COMPETENT JURISDICTION, LIABILITY WILL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE STATE UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. 3.3.10.1 3.3.11.1 Contractor shall protect and indemnify the Owner from and against all claims, damages, judgments and losses arising from infringement or alleged infringement of any United States patent, or copyright that arise out of any of the work performed by the Contractor or the use by Contractor, or by Owner at the direction of Contractor, of any article or material. Upon becoming aware of a suit or threat of suit for patent or copyright infringement, Owner shall promptly notify Contractor and Contractor shall be given full opportunity to negotiate a settlement. Contractor does not warrant against infringement by reason of Owner's or Project Architect’s design of articles or their use in combination with other materials or in the operation of any process. In the event of litigation, Owner agrees to cooperate reasonably with Contractor and parties shall be entitled, in connection with any such litigation, to be represented by counsel at their own expense. 3.3.11.2 The provisions of this indemnification are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. 3.3.10.2 3.3.11.3 The Contractor shall promptly advise the Owner in writing of any claim or demand against the Owner or the Contractor known to the Contractor related to or arising out of the Contractor’s activities under this Contract. 3.3.11.4 These indemnity provisions shall survive the termination of this Agreement regardless of the reason for termination.

Indemnification of Owner. The 3.3.10.1 To the fullest extent permitted by Applicable Law, the Contractor covenants and agrees to FULLY INDEMNIFY and HOLD HARMLESS, the Owner and the elected and appointed officials, employees, officers, Regentsdirectors, volunteers, and representatives of the Owner, individually or collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including but not limited to, personal or bodily injury, death and or property damage, made upon the Owner and such other indemnified parties identified herein directly or indirectly arising out of, resulting from or related to Contractor’s activities under this Contract, including any acts or omissions of Contractor, or any agent, officer, director, representative, employee, consultant or Subcontractor of Contractor, and their respective officers, agents, employees, directors and representatives while in the exercise of performance of the rights or duties under this Contract. The indemnity provided for in this paragraph does not apply to any liability resulting from the negligence of the Owner, its Owner or such other indemnified parties identified herein or their officers or employees, separate contractors or assigned contractors, in instances where design professionals, or consultants, to the extent such negligence causes personal injury, death or property damage. IN THE EVENT CONTRACTOR AND OWNER ARE FOUND JOINTLY LIABLE BY A COURT OF COMPETENT JURISDICTION, LIABILITY WILL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE STATE OR OWNER UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. 3.3.10.1 3.3.10.2 Contractor shall protect and indemnify the Owner from and against all claims, damages, judgments and losses arising from infringement or alleged infringement of any United States patent, or copyright that arise out of any of the work performed by the Contractor or the use by Contractor, or by Owner at the direction of Contractor, of any article or material. Upon becoming aware of a suit or threat of suit for patent or copyright infringement, Owner shall promptly notify Contractor and Contractor shall be given full opportunity to negotiate a settlement. Contractor does not warrant against infringement by reason of Owner's or A/E’s design of articles or their use in combination with other materials or in the operation of any process. In the event of litigation, Owner agrees to cooperate reasonably with Contractor and parties shall be entitled, in connection with any such litigation, to be represented by counsel at their own expense. 3.3.10.3 The provisions of this indemnification are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. 3.3.10.2 The 3.3.10.4 Contractor shall promptly advise the Owner in writing of any claim or demand against the Owner or the against Contractor which involves Owner and known to the Contractor and related to or arising out of the Contractor’s activities under this Contract. In the event that Contractor defends the Owner with regard to any claim subject to this indemnification, any such defense shall be coordinated with the Office of the Attorney General or its designated outside counsel and Contractor may not agree to any settlement without first obtaining the concurrence from the Office of the Attorney General. 3.3.10.5 These indemnity provisions shall survive the termination of this Agreement regardless of the reason for termination. 6. Paragraph 4.1 of the UGC with regard to Historically Underutilized Business is replaced to read as follows:

Indemnification of Owner. The Contractor covenants Operator agrees that to the extent permitted by law it will protect, indemnify and agrees to FULLY INDEMNIFY and HOLD HARMLESS, the hold harmless Owner and the employeesits Affiliates and their respective representatives, trustees, directors, officers, Regentsemployees and subcontractors (as applicable in the circumstances), volunteers, and representatives of (the Owner, individually or collectively, "Owner Indemnified Parties") from and against (and pay the full amount of) any Loss-and-Expense and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of will defend the Owner Indemnified Parties in any kind and naturesuit, including but not limited appeals, for personal injury to, personal or bodily injurydeath of, death and any person, or loss or damage to property damage, made upon the Owner directly or indirectly arising out of: (a) the gross negligence or willful misconduct of Operator; (b) a violation of law by Operator which materially and adversely affects (i) the condition or operations of the Plant, resulting from (ii) the financial condition of Owner, (iii) the performance or related ability of Operator to Contractor’s activities perform its obligations under this ContractAgreement or (iv) the cost of providing electric service to the customers of the Plant (in each case other than for any violation of environmental Law for which Owner or Operator may be strictly liable provided Operator acted in a manner consistent with Prudent Electric Production Practices), including or (c) a criminal violation of Law by Operator. Operator shall not, however, be required to reimburse or indemnify any acts Owner Indemnified Party for any Loss-and-Expense to the extent any such Loss-and-Expense is due to (a) any matter for which Owner is responsible under Article 3 hereof, (b) the negligence or omissions other wrongful conduct of Contractorany Owner Indemnified Party, (c) any event of Force Majeure, (d) any act or omission of any Owner Indemnified Party judicially determined to be responsible for or contributing to the Loss-and-Expense, or (e) any matter for which the risk has been specifically allocated to the Owner hereunder. An Owner Indemnified Party shall promptly notify Operator of the assertion of any claim against it for which it is entitled to be indemnified hereunder, shall give Operator the opportunity to defend such claim, and shall not settle the claim without the approval of Operator. Operator shall be entitled to control the handling of any such claim and to defend or settle any such claim, in its sole discretion, with counsel of its own choosing that is reasonably acceptable to the Owner Indemnified Parties; provided, however, that, in the case of any such settlement, Operator shall obtain written release of all liability of the Owner Indemnified Parties, in form and substance reasonably acceptable to the Owner Indemnified Parties. Notwithstanding the foregoing, each Owner Indemnified Party shall have the right to employ its own separate counsel in connection with, and to participate in (but, except as provided below, not control) the defense of, such claim, but the fees and expenses of such counsel incurred after notice to Operator of its assumption of the defense thereof shall be at the expense of such Owner Indemnified Party unless: (i) the employment of counsel by such Owner Indemnified Party has been authorized by the Operator; (ii) counsel to such Owner Indemnified Party shall have reasonably concluded that there may be a conflict on any significant issue between Operator and such Owner Indemnified Party in the conduct of the defense of such claim; or (iii) Operator shall not in fact have employed counsel reasonably acceptable to the Owner Indemnified Party to assume the defense of such claim within twenty (20) days following the receipt by Operator of the notice from the Owner Indemnified Party regarding the assertion of the applicable claim, in each of which cases the fees and expenses of counsel for such Owner Indemnified Party shall be at the expense of Operator; provided, however, that, with respect to clauses (ii) and (iii) of this sentence, Operator shall not be obligated to pay the fees and expenses of more than one law firm, plus local counsel if necessary in each relevant jurisdiction, for all such Owner Indemnified Parties with respect to any claims arising out of the same events or facts or the same series of events or facts. The Operator shall not be entitled, without the consent of such Owner Indemnified Party, to assume or control the defense of any claim as to which counsel to such Owner Indemnified Party shall have reasonably made the conclusion that there may be a conflict on any significant issue between Operator and such Owner Indemnified Party in the conduct of the defense of such claim as set forth in clause (ii) above, provided that the foregoing limitation shall apply only with respect to those issues for which there may be such a conflict. These indemnification provisions are for the protection of the Owner Indemnified Parties only and shall not establish, of themselves, any agent, officer, director, representative, employee, consultant or Subcontractor of Contractor, and their respective officers, agents, employees, directors and representatives while in the exercise of performance of the rights or duties under this Contractliability to third parties. The indemnity provided for in this paragraph does not apply to any liability resulting from the negligence of the Owner, its officers or employees, separate contractors or assigned contractors, in instances where such negligence causes personal injury, death or property damage. IN THE EVENT CONTRACTOR AND OWNER ARE FOUND JOINTLY LIABLE BY A COURT OF COMPETENT JURISDICTION, LIABILITY WILL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE STATE UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. 3.3.10.1 The provisions of this indemnification are solely for the benefit Section 10.1 shall survive termination of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entitythis Agreement. 3.3.10.2 The Contractor shall promptly advise the Owner in writing of any claim or demand against the Owner or the Contractor known to the Contractor related to or arising out of the Contractor’s activities under this Contract.

Indemnification of Owner. The Contractor covenants Servicer shall indemnify and agrees to FULLY INDEMNIFY hold harmless Owner and HOLD HARMLESSits respective directors, officers, employees, agents, representatives and controlling Persons (collectively, the "Indemnified Persons") with respect to, and from and against, any and all claims, demands, actions, losses, damages, penalties, fines, forfeitures, (including reasonable legal fees and charges), judgments, arbitral awards and any other costs, fees, charges and expenses that Owner and the employeesIndemnified Persons may sustain in connection with any investigations, officersproceedings or actions or that are in any way related to or arise out of the Servicer's failure to perform its duties hereunder or service the Contracts in compliance with the terms of this Servicing Agreement. Servicer shall immediately notify Owner if a claim, Regentsdemand or action (each a "Claim") is made, volunteersasserted or threatened by a third party with respect to this Servicing Agreement or any Contract, and representatives to the extent such Claim relates to allegations which, if true, would involve or would have arisen because of a failure of the Servicer to perform its duties hereunder or service the Contracts in compliance with the terms of this Servicing Agreement, Servicer shall assume (with the prior written consent of Owner) the defense of any such Claim and pay (without reimbursement hereunder) all charges, individually or collectivelyfees and expenses in connection therewith, from including reasonable counsel fees and against charges, as incurred, and promptly pay, discharge and satisfy any and all costsjudgment, claimsdecree, liensawards, damages, losses, expenses, feespenalties, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including but not limited to, personal or bodily injury, death and property damage, made upon the Owner directly or indirectly arising out of, resulting from or related to Contractor’s activities under this Contract, including any acts or omissions of Contractor, any agent, officer, director, representative, employee, consultant or Subcontractor of Contractorforfeitures, and their respective officers, agents, employees, directors costs (including legal fees and representatives while charges) which may be entered against Servicer or Owner in the exercise respect of performance of the rights such Claim. Servicer will not compromise or duties under this Contract. The indemnity provided for settle any matters described in this paragraph does Section 8.2 without the prior written consent of Owner; provided, however, such consent is not apply required as long as all other Indemnified Persons are released and held harmless with respect to all matters by all Persons having any liability resulting from the negligence of the Owner, its officers or employees, separate contractors or assigned contractorsinterest in such matters. Servicer may, in instances where its sole discretion, select counsel in defense of such negligence causes personal injury, death or property damage. IN THE EVENT CONTRACTOR AND OWNER ARE FOUND JOINTLY LIABLE BY A COURT OF COMPETENT JURISDICTION, LIABILITY WILL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE STATE UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAWclaim which is reasonably acceptable to Owner. 3.3.10.1 The provisions of this indemnification are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. 3.3.10.2 The Contractor shall promptly advise the Owner in writing of any claim or demand against the Owner or the Contractor known to the Contractor related to or arising out of the Contractor’s activities under this Contract.

Indemnification of Owner. The Contractor covenants and agrees (a) Subject to FULLY INDEMNIFY Section 7.1, Operator shall INDEMNIFY, PROTECT, DEFEND, RELEASE and HOLD HARMLESS, the HARMLESS Owner and the employeesits Affiliates, and their respective directors, officers, Regentsemployees, volunteersagents, managers, members and representatives of the (together with Owner, individually or collectively, the “Owner Indemnified Parties”) from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including but not limited to, personal or bodily injury, death and property damage, made upon the Claims suffered by Owner directly or indirectly arising out Indemnified Parties as a result of, resulting from or related to Contractor’s activities under this Contractcaused by, including any acts or omissions of Contractor, any agent, officer, director, representative, employee, consultant or Subcontractor of Contractor, and their respective officers, agents, employees, directors and representatives while in the exercise of performance of the rights or duties under this Contract. The indemnity provided for in this paragraph does not apply to any liability resulting from the negligence of the Owner, its officers or employees, separate contractors or assigned contractors, in instances where such negligence causes personal injury, death or property damage. IN THE EVENT CONTRACTOR AND OWNER ARE FOUND JOINTLY LIABLE BY A COURT OF COMPETENT JURISDICTION, LIABILITY WILL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE STATE UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. 3.3.10.1 The provisions of this indemnification are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. 3.3.10.2 The Contractor shall promptly advise the Owner in writing of any claim or demand against the Owner or the Contractor known to the Contractor related to or arising out of the Contractor’s activities (i) any breach of a representation or warranty of Operator in this Agreement, (ii) any breach of any covenant of Operator under this ContractAgreement (other than any covenant created by Sections 1.3, 2.2, 2.3 or 2.4), or (iii) the gross negligence or willful misconduct of Operator in its performance or failure to perform under this Agreement. (b) The indemnity obligations of Operator in this Section 7.3 shall not be limited in any way by any limitation on the type of damages, compensation, or benefits payable under worker’s compensation acts, disability benefits, other employee benefit acts, or minimum insurance limits set forth in this Agreement. No statute, rule, or regulation that precludes an injured party from bringing an action against a fellow employee or employer shall preclude an Owner Indemnified Party from seeking and obtaining a judicial determination of the fault or negligence of such natural Persons for purposes of this Section. (c) AS BETWEEN OWNER AND OPERATOR, OPERATOR SHALL ASSUME FULL RESPONSIBILITY FOR ANY AND ALL INJURIES OR DEATH OCCURRING TO ITS EMPLOYEES ARISING FROM OR IN CONNECTION WITH THEIR EMPLOYMENT. OPERATOR, AT ITS SOLE OPTION, MAY CHOOSE TO PROTECT ITSELF FROM LIABILITY THEREFOR BY MEANS OF WORKER’S COMPENSATION INSURANCE AND ANY OTHER INSURANCE REQUIRED IN ARTICLE 9. OPERATOR SPECIFICALLY AGREES TO FULLY DEFEND, INDEMNIFY AND HOLD HARMLESS ANY OWNER INDEMNIFIED PARTY REGARDING ANY CLAIMS ARISING FROM, OR IN CONNECTION WITH OPERATOR’S EMPLOYEES’ ACTIVITIES FOR ANY OWNER INDEMNIFIED PARTY, INCLUDING ALL CLAIMS FOR BODILY INJURY, PERSONAL INJURY, ILLNESS, OR DEATH BROUGHT BY OPERATOR’S EMPLOYEES AGAINST ANY OWNER INDEMNIFIED PARTY, REGARDLESS OF WHETHER SUCH INJURY OR DEATH IS OR IS ALLEGED TO BE CAUSED BY THE SOLE, PARTIAL OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF SUCH OWNER INDEMNIFIED PARTY. THIS PROVISION CONTROLS OVER ANY CONFLICTING PROVISION IN THIS AGREEMENT. AS BETWEEN ITSELF AND OWNER ON ALL INDEMNIFICATION CLAIMS UNDER THIS AGREEMENT, OPERATOR EXPRESSLY AGREES TO WAIVE ANY IMMUNITY OR EXCLUSIVITY OF ANY LABOR, WORKER’S COMPENSATION, OR OTHER SIMILAR STATUTE.

Indemnification of Owner. The Contractor covenants Operator agrees that to the extent permitted by law it will protect, indemnify and agrees to FULLY INDEMNIFY and HOLD HARMLESS, the hold harmless Owner and the employeesits Affiliates and their respective representatives, trustees, directors, officers, Regentsemployees and subcontractors (as applicable in the circumstances), volunteers, and representatives of (the Owner, individually or collectively, "Owner Indemnified Parties") from and against (and pay the full amount of) any Loss-and-Expense and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of will defend the Owner Indemnified Parties in any kind and naturesuit, including but not limited appeals, for personal injury to, personal or bodily injurydeath of, death and any person, or loss or damage to property damage, made upon the Owner directly or indirectly arising out of: (a) the gross negligence or willful misconduct of Operator; (b) a violation of law by Operator which materially and adversely affects (i) the condition or operations of the Plant, resulting from (ii) the financial condition of Owner, (iii) the performance or related ability of Operator to Contractor’s activities perform its obligations under this ContractAgreement or (iv) the cost of providing electric service to the customers of the Plant (in each case other than for any violation of environmental Law for which Owner or Operator may be strictly liable provided Operator acted in a manner consistent with Prudent Electric Production Practices), including or (c) a criminal violation of Law by Operator. Operator shall not, however, be required to reimburse or indemnify any acts Owner Indemnified Party for any Loss-and-Expense to the extent any such Loss-and-Expense is due to (a) any matter for which Owner is responsible under Article 3 hereof, (b) the negligence or omissions other wrongful conduct of Contractorany Owner Indemnified Party, (c) any event of Force Majeure, (d) any act or omission of any Owner Indemnified Party judicially determined to be responsible for or contributing to the Loss-and-Expense, or (e) any matter for which the risk has been specifically allocated to the Owner hereunder. An Owner Indemnified Party shall promptly notify Operator of the assertion of any claim against it for which it is entitled to be indemnified hereunder, shall give Operator the opportunity to defend such claim, and shall not settle the claim without the approval of Operator. Operator shall be entitled to control the handling of any such claim and to defend or settle any such claim, in its sole discretion, with counsel of its own choosing that is reasonably acceptable to the Owner Indemnified Parties; provided, however, that, in the case of any such settlement, Operator shall obtain written release of all liability of the Owner Indemnified Parties, in form and substance reasonably acceptable to the Owner Indemnified Parties. Notwithstanding the foregoing, each Owner Indemnified Party shall have the right to employ its own separate counsel in connection with, and to participate in (but, except as provided below, not control) the defense of, such claim, but the fees and expenses of such counsel incurred after notice to Operator of its assumption of the defense thereof shall be at the expense of such Owner Indemnified Party unless: (i) the employment of counsel by such Owner Indemnified Party has been authorized by the Operator; (ii) counsel to such Owner Indemnified Party shall have reasonably concluded that there may be a conflict on any significant issue between Operator and such Owner Indemnified Party in the conduct of the defense of such claim; or (iii) Operator shall not in fact have employed counsel reasonably acceptable to the Owner Indemnified Party to assume the defense of such claim within twenty (20) days following the receipt by Operator of the notice from the Owner Indemnified Party regarding the assertion of the applicable claim, in each of which cases the fees and expenses of counsel for such Owner Indemnified Party shall be at the expense of Operator; provided, however, that, with respect to clauses (ii) and (iii) of this sentence, Operator shall not be obligated to pay the fees and expenses of more than one law firm, plus local counsel if necessary in each relevant jurisdiction, for all such Owner Indemnified Parties with respect to any claims arising out of the same events or facts or the same series of events or facts. The Operator shall not be entitled, without the consent of such Owner Indemnified Party, to assume or control the defense of any claim as to which counsel to such Owner Indemnified Party shall have reasonably made the conclusion that there may be a conflict on any significant issue between Operator and such Owner Indemnified Party in the conduct of the defense of such claim as set forth in clause (ii) above, provided that the foregoing limitation shall apply only with respect to those issues for which there may be such a conflict. These indemnification provisions are for the protection of the Owner Indemnified Parties only and shall not establish, of themselves, any agent, officer, director, representative, employee, consultant or Subcontractor of Contractor, and their respective officers, agents, employees, directors and representatives while in the exercise of performance of the rights or duties under this Contractliability to third parties. The indemnity provided for in this paragraph does not apply to any liability resulting from the negligence of the Owner, its officers or employees, separate contractors or assigned contractors, in instances where such negligence causes personal injury, death or property damage. IN THE EVENT CONTRACTOR AND OWNER ARE FOUND JOINTLY LIABLE BY A COURT OF COMPETENT JURISDICTION, LIABILITY WILL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE STATE UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. 3.3.10.1 The provisions of this indemnification are solely for the benefit Section 10.1 shall survive termination of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entitythis Agreement. 3.3.10.2 The Contractor shall promptly advise the Owner in writing of any claim or demand against the Owner or the Contractor known to the Contractor related to or arising out of the Contractor’s activities under this Contract.

Indemnification of Owner. The Contractor CM-at-Risk covenants and agrees to FULLY INDEMNIFY and HOLD HARMLESS, the Owner and the elected officials, employees, officers, Regentsdirectors, volunteers, and representatives of the Owner, individually or collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including but not limited to, personal or bodily injury, death and property damage, made upon the Owner directly or indirectly arising out of, resulting from or related to ContractorCM-at-Risk’s activities under this Contract, including any acts or omissions of ContractorCM-at-Risk, any agent, officer, director, representative, employee, consultant or the Subcontractor of ContractorCM-at-Risk , and their respective officers, agents, employees, directors and representatives while in the exercise of performance of the rights or duties under this Contract. The indemnity provided for in this paragraph does not apply to any liability resulting from the negligence of the Owner, its officers or employees, separate contractors or assigned contractors, CM-at-Risks in instances where such negligence causes personal injury, death or property damage. IN THE EVENT CONTRACTOR CM-AT-RISK AND OWNER ARE FOUND JOINTLY LIABLE BY A COURT OF COMPETENT JURISDICTION, LIABILITY WILL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE STATE UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. 3.3.10.1 The provisions of this indemnification Indemnification are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. 3.3.10.2 The Contractor CM-at-Risk shall promptly advise the Owner in writing of any claim or demand against the Owner or the Contractor CM-at-Risk known to the Contractor CM-at-Risk related to or arising out of the ContractorCM-at-Risk’s activities under this Contract.

Indemnification of Owner. The Contractor covenants and (i) Operator agrees to FULLY INDEMNIFY indemnify and HOLD HARMLESShold Owner free and harmless from any action, suit, debt, expense, claim, loss or injury, demand, judgment and settlement (including reasonable attorney's fees and litigation expenses) which Owner may sustain, incur or assume as a result of, or relative to, any allegation, claim, civil or criminal action, proceeding, charge or prosecution (collectively "CLAIMS") which may be alleged, made, instituted or maintained against Operator or Owner, jointly or severally, arising out of or based upon or in connection with: (A) the Owner and performance by Operator of Operator's obligations under this Agreement and/or the employeesCondominium Unit Lease Agreements and/or Cabana Lease Agreements, officers, Regents, volunteers, and representatives (B) the failure by Operator to comply with any of the Ownerterms and provisions of this Agreement, individually (C) any negligent act or collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes willful misconduct of action, liability and suits of any kind and nature, including but not limited to, personal Operator or bodily injury, death and property damage, made upon the Owner directly or indirectly arising out of, resulting from or related to Contractor’s activities under this Contract, including any acts or omissions of Contractor, any agent, officer, director, representative, employee, consultant or Subcontractor of Contractor, and their respective officers, agents, employees, directors and representatives while in the exercise of performance of the rights or duties under this Contract. The indemnity provided for in this paragraph does not apply to any liability resulting from the negligence of the Owner, its officers agents or employees, separate contractors (D) any action taken by Operator or assigned contractorsits agents or employees beyond the scope of Operator's authority as set forth in this Agreement and/or the Condominium Unit Lease Agreements and/or Cabana Lease Agreements, (E) the failure by Operator to comply with all laws, ordinances, codes, regulations and decisions with respect to the Hotel Operations, including without limitation, the ADA (as defined in instances where such negligence causes personal injurySECTION 12.1), death (F) any alleged or property damage. IN THE EVENT CONTRACTOR AND OWNER ARE FOUND JOINTLY LIABLE BY A COURT OF COMPETENT JURISDICTIONactual violations of federal or state securities laws, LIABILITY WILL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXASincluding, WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE STATE UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAWwithout limitation, violations of federal or state securities laws relating to the Operator's marketing and promotion of the Condominium Unit Lease Agreements and/or Cabana Lease Agreements, and (G) any alleged or actual misrepresentation or fraud by Operator or its agents or employees relating to the enticement of Unit Owners to enter into Condominium Unit Lease Agreements or Cabana Owners to enter into Cabana Lease Agreements. 3.3.10.1 The provisions of this indemnification are solely for (ii) Notwithstanding the benefit of foregoing, Operator shall not be liable to indemnify and hold Owner harmless from any loss, liability or cost which results from: (A) any Construction Defects (hereafter defined) in the parties hereto and not intended to create or grant Hotel Lot and/or the Condominium Lot and/or any rightsUnit and/or the Parking Garage Lot, contractual latent or otherwise, to and including, without limitation, any other person Claims which may be alleged, made, instituted or entity. 3.3.10.2 The Contractor shall promptly advise maintained by a past, present or prospective purchaser or owner of a Unit, a Cabana, the Owner in writing of any claim or demand against the Owner Hotel Lot, or the Contractor known to the Contractor related to or arising out of the Contractor’s activities under this Contract.Parking Garage Lot

Indemnification of Owner. The Contractor covenants Except to the extent of Owner’s gross negligence or misconduct, Tenant will indemnify and agrees to FULLY INDEMNIFY and HOLD HARMLESS, hold Owner harmless from all claims arising from or in connection with (i) the Owner and the employees, officers, Regents, volunteers, and representatives conduct or management by Tenant of the Owner, individually leased premises or collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of any kind and naturebusiness therein, including but not limited toor any work or thing whatsoever done, personal or bodily injuryany condition created in or about the leased premises by Tenant during the term of this lease; (ii) any negligence of Tenant or any of Tenant’s subtenants or licensees or the partners, death and property damagedirectors, made upon the Owner directly or indirectly arising out of, resulting from or related to Contractor’s activities under this Contract, including any acts or omissions of Contractor, any agent, officer, director, representative, employee, consultant or Subcontractor of Contractor, and their respective officers, agents, employees, directors invitees or contractors of Tenant or of Tenant’s subtenants or licensees; (iii) any accident, injury or damage occurring in or at the leased premises, and representatives while arising in connection with Txxxxx’s use of the leased premises; (iv) any breach or default by Tenant in the exercise full and prompt payment of performance of the rights or duties any amount due Owner under this Contract. The indemnity provided for in this paragraph does not apply to lease and/or any liability resulting from the negligence of the Ownerbreach, its officers violation or employees, separate contractors or assigned contractors, in instances where such negligence causes personal injury, death or property damage. IN THE EVENT CONTRACTOR AND OWNER ARE FOUND JOINTLY LIABLE BY A COURT OF COMPETENT JURISDICTION, LIABILITY WILL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE STATE UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. 3.3.10.1 The provisions of this indemnification are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. 3.3.10.2 The Contractor shall promptly advise the Owner in writing nonperformance of any claim term, condition, covenant or demand against other obligation of Tenant under this lease or any representation made by Tenant or any guarantor of Tenant’s obligations in connection with this lease; (v) all damages sustained by Owner as a result of any holdover by Tenant in the Owner leased premises; (vi) any liens or the Contractor known to the Contractor related to or encumbrances arising out of any work performed or materials furnished by or for Tenant, including any work Owner may have performed or caused to be performed for Tenant for which Txxxxx has not paid Owner; and (vii) commissions or other compensation or charges claimed by any broker or agent with respect to this lease by, through or under Tenant. In the Contractorevent Owner, without fault on Owner’s activities under this Contractpart, is made a party to any litigation commenced by or against Tenant, then Tenant will protect and hold Owner harmless and will pay all costs, expenses and reasonable attorneys’ fees incurred or paid by Owner in connection with such litigation. This section shall also apply to the same extent as above for the protection of Tenant with respect to Owner so that such section is hereby restated so that “Owner” is replaced with “Tenant” and “Tenant” is replaced with “Owner”.

Indemnification of Owner. The Contractor covenants and agrees to FULLY INDEMNIFY and HOLD HARMLESS, the Owner and the elected officials, employees, officers, Regentsdirectors, volunteers, and representatives of the Owner, individually or collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including but not limited to, personal or bodily injury, death and property damage, made upon the Owner directly or indirectly arising out of, resulting from or related to Contractor’s activities under this Contract, including any acts or omissions of Contractor, any agent, officer, director, representative, employee, consultant or the Subcontractor of ContractorContractor , and their respective officers, agents, employees, directors and representatives while in the exercise of performance of the rights or duties under this Contract. The indemnity provided for in this paragraph does not apply to any liability resulting from the negligence of the Owner, its officers or employees, separate contractors or assigned contractors, Contractors in instances where such negligence causes personal injury, death or property damage. IN THE EVENT CONTRACTOR AND OWNER ARE FOUND JOINTLY LIABLE BY A COURT OF COMPETENT JURISDICTION, LIABILITY WILL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE STATE UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. 3.3.10.1 The provisions of this indemnification Indemnification are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. 3.3.10.2 The Contractor shall promptly advise the Owner in writing of any claim or demand against the Owner or the Contractor known to the Contractor related to or arising out of the Contractor’s activities under this Contract.