Common use of Indemnification of the Parties Clause in Contracts

Indemnification of the Parties. A. Tenant covenants and agrees to protect, indemnify and save Landlord harmless from and against all liability, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys' fees at all tribunal levels, imposed upon, incurred by or asserted against Landlord by reason of (a) any accident, injury to or death of any person or loss of or damage to any property occurring on or about the Premises, except for any loss or damage from fire or casualty covered under Landlord's insurance policies and except for that loss or damage caused by Landlord's, its employees' and invitees' negligence, recklessness, willful misconduct, or Landlord's breach of its obligations under this Lease; (b) any act or omission of Tenant or Tenant's officers, employees, agents, guests or invitees or of anyone claiming by, through or under Tenant; (c) any use which may be made of, or condition existing upon, the Premises; (d) any improvements, fixtures or equipment performed or installed by Tenant upon the Premises; (e) any failure on the part of Tenant to perform or comply with any of the provisions, covenants or agreements of Tenant contained in this Lease; (f) any violation of any law, ordinance, order, rule or regulation of governmental authorities having jurisdiction by Tenant or Tenant's officers, employees, agents, guests or invitees or by anyone claiming by, through or under Tenant; and (g) any repairs, maintenance or changes to the Premises by, through or under Tenant. Tenant further covenants and agrees that, in case any action, suit or proceeding, is brought against Landlord by reason of any of the foregoing, Tenant will, at Tenant's sole cost and expense, defend Landlord in any such action, suit or proceeding, with counsel reasonably acceptable to Landlord. B. Landlord covenants and agrees to protect, indemnify and save Tenant harmless from and against all liability, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys' fees at all tribunal levels, imposed upon, incurred by or asserted against Tenant by reason of (a) any accident, injury to or death of any person or loss of or damage to any property occurring on or about the Property, except for any loss or damage from fire or casualty covered under Tenant's insurance policies and except for that loss or damage caused by Tenant's, its employees', agents, customers' invitees' negligence, recklessness or willful misconduct, or Tenant's breach of its obligations under this Lease; (b) any act or omission of Landlord or Landlord's officers, employees, agents, guests, invitees or partners or of anyone claiming by, through or under Landlord; (c) any use which may be made of, or condition existing upon, the Property; (d) any improvements, fixtures or equipment placed upon the Property by Landlord; (e) any failure on the part of Landlord to perform or comply with any of the provisions, covenants or agreements of Landlord contained in this Lease; (f) any violation of any law, ordinance, order, rule or regulation of governmental authorities having jurisdiction by Landlord or Landlord's partners, officers, employees, agents, guests or invitees or by anyone claiming by, through or under Landlord; and (g) any repairs, maintenance or changes to the Property by, through or under Landlord. Landlord further covenants and agrees that, in case any action, suit or proceeding is brought against Tenant by reason of any of the foregoing, Landlord will, at Landlord's sole cost and expense, defend Tenant in any such action, suit or proceeding, with counsel reasonably acceptable to Tenant.

Indemnification of the Parties. A. Tenant covenants Each party, whether the Seller and agrees the Shareholder on the one hand, who shall be jointly and severally responsible for the indemnification obligations as provided herein, or the Purchaser (“Indemnifying Party”), shall defend (with counsel reasonably acceptable to protectthe Indemnified Party), indemnify and save Landlord hold harmless from and against all liability, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys' fees at all tribunal levels, imposed upon, incurred by or asserted against Landlord by reason of (a) any accident, injury to or death of any person or loss of or damage to any property occurring on or about the Premises, except for any loss or damage from fire or casualty covered under Landlord's insurance policies and except for that loss or damage caused by Landlord'sother party, its employees' and invitees' negligencedirectors, recklessness, willful misconduct, or Landlord's breach of its obligations under this Lease; (b) any act or omission of Tenant or Tenant's officers, employees, agentspartners and shareholders, guests and its successors and assigns (the “Indemnified Parties”) from and against any and all costs, losses, claims, liabilities, fines, expenses, penalties, and damages (including, without limitation, interest, reasonable legal and accounting fees, court costs and fees and costs on appeal, costs of arbitration and disbursements of counsel) (“Damages”) reasonably incurred by an Indemnified Party as a proximate result of: (i) The breach, falsity or invitees inaccuracy of any representation or warranty provided by the Indemnifying Party in this Agreement and/or the Real Property Purchase Agreement or in any other agreement, document, instrument, schedule, exhibit or certificate executed and delivered pursuant hereto or thereto (but specifically excluding the Employment Agreement and the Non-Competition Agreement). (ii) Any breach, violation, failure to satisfy or other default in any respect of anyone claiming byany covenant or agreement made by the Indemnifying Party in this Agreement and/or the Real Property Purchase Agreement or in any other agreement, through document, instrument, schedule, exhibit or under Tenant; certificate executed and delivered pursuant hereto or thereto (cbut specifically excluding the Employment Agreement and the Non-Competition Agreement). (iii) With regard to the Seller as Indemnifying Party, any liability, claim, demand, judgment or expense arising out of (A) Seller’s ownership, use which may be made of, or condition existing uponoperation of the Assets, the Premises; (d) any improvementsReal Property or the Drilling Business including, fixtures or equipment performed or installed by Tenant upon without limitation, the Premises; (e) any failure on the part of Tenant to perform or comply with any of the provisions, covenants or agreements of Tenant contained in this Lease; (f) any violation of any law, ordinance, order, rule or regulation regulation, and including any liability arising out of governmental authorities having or attributable to acts or omissions with respect to the Drilling Contracts and the Ancillary Agreements, arising out of occurrences, acts or omissions prior to the Closing Date, (B) the failure to qualify as a foreign corporation under the laws of any jurisdiction by Tenant or Tenant's officersin which Seller is required to qualify including, employeeswithout limitation, agentsthe State of Colorado, guests or invitees or by anyone claiming by, through or under Tenant; and (gC) any repairs, maintenance or changes to the Premises by, through or under Tenant. Tenant further covenants and agrees that, in case any action, suit or proceeding, is brought against Landlord by reason taxes of any Seller arising as a result of the foregoing, Tenant will, at Tenant's sole cost transactions contemplated by this Agreement or otherwise (other than those taxes which pursuant to Sections 10(a) and expense, defend Landlord in any such action, suit or proceeding, with counsel reasonably acceptable to Landlord. B. Landlord covenants and agrees to protect, indemnify and save Tenant harmless from and against all liability, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys' fees at all tribunal levels, imposed upon, incurred by or asserted against Tenant by reason of (a) any accident, injury to or death of any person or loss of or damage to any property occurring on or about the Property, except for any loss or damage from fire or casualty covered under Tenant's insurance policies and except for that loss or damage caused by Tenant's, its employees', agents, customers' invitees' negligence, recklessness or willful misconduct, or Tenant's breach of its obligations under this Lease; (b) any act or omission of Landlord or Landlord's officers, employees, agents, guests, invitees or partners or of anyone claiming by, through or under Landlord; are to be paid by Purchaser) and (cD) any item disclosed on Schedules 5(e) and 5(f). (iv) With regard to Purchaser as Indemnifying Party, any liability, claim, demand, judgment or expense with respect to the Assumed Liabilities or arising out of the ownership, use which may be made of, or condition existing uponoperation of the Assets, the Property; (d) any improvementsReal Property or the Drilling Business including, fixtures or equipment placed upon without limitation, the Property by Landlord; (e) any failure on the part of Landlord to perform or comply with any of the provisions, covenants or agreements of Landlord contained in this Lease; (f) any violation of any law, ordinance, order, rule or regulation regulation, and including any liability arising out of or attributable to acts or omissions with respect to the Drilling Contracts and the Ancillary Agreements, arising out of occurrences, acts or omissions on or after the Closing Date. (v) The presence, management, production, refinement, manufacture, processing, distribution, use, treatment, sale, storage, disposal, transportation or handling, or the emission, discharge, release, or threatened release of any hazardous substances caused or suffered by the Indemnifying Party; any death, personal injury or property damage (real or personal) arising out of or related to such hazardous substances; any action, suit, proceeding or investigation brought or threatened, settlement reached or governmental authorities having jurisdiction order relating to such hazardous substances; and any violation of any law by Landlord the Indemnifying Party or Landlord's partners, its officers, employeesdirectors, shareholders, partners, agents, guests employees or invitees or by anyone claiming by, through or under Landlord; and (g) any repairs, maintenance or changes to the Property by, through or under Landlord. Landlord further covenants and agrees that, in case any action, suit or proceeding is brought against Tenant by reason of any of the foregoing, Landlord will, at Landlord's sole cost and expense, defend Tenant in any such action, suit or proceeding, with counsel reasonably acceptable to Tenantrepresentatives.

Indemnification of the Parties. A. Subject to the provisions of Sections 6.4 and 7.1 hereof, in addition to the other waivers by Tenant covenants described in this Lease and agrees to protectthe extent not expressly prohibited by Law, indemnify Landlord and save the other Landlord harmless from Parties shall not be liable to Tenant, and against Tenant hereby waives the liability of Landlord, provided the same are not caused by the gross negligence or willful misconduct of the Landlord, or Landlord’s agents or business invitees, any and all liability, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys' fees at all tribunal levels, imposed upon, incurred by or asserted Claims against Landlord by reason and the other Landlord Parties for any damage to Tenant’s trade fixtures, other personal property or business, and any loss of use or income or business interruption, resulting directly or indirectly from (a) any accidentexisting or future condition, injury to defect, matter or death of any person thing in the Premises or loss of or damage to any property occurring on or about the PremisesProperty, except for any loss or damage from fire or casualty covered under Landlord's insurance policies and except for that loss or damage caused by Landlord's, its employees' and invitees' negligence, recklessness, willful misconduct, or Landlord's breach of its obligations under this Lease; (b) any equipment or appurtenance becoming out of repair, (c) any occurrence, act or omission of Landlord, or any Landlord Party, Tenant, any Tenant Party, or Tenant's officersany other tenant or occupant of the Building or any other person. Subject to the provisions of Sections 6.4 and 7.2 hereof, employeesin addition to the other waivers of Landlord described in this Lease and to the extent not expressly prohibited by Law, agentsTenant and the other Tenant Parties shall not be liable for any occurrence, guests act, or invitees omission, and Landlord hereby waives such liability, any and all Claims against Tenant and the other Tenant Parties for any damage to Landlord’s trade fixtures, other personal property or business, and any loss of anyone claiming byuse or income or business interruption, through resulting directly or under Tenant; indirectly from (a) any existing or future condition, defect, matter or thing in the Premises or on the Property, (b) any equipment or appurtenance becoming out of repair, (c) any use which may be made ofoccurrence, or condition existing upon, the Premises; (d) any improvements, fixtures or equipment performed or installed by Tenant upon the Premises; (e) any failure on the part of Tenant to perform or comply with any of the provisions, covenants or agreements of Tenant contained in this Lease; (f) any violation of any law, ordinance, order, rule or regulation of governmental authorities having jurisdiction by Tenant or Tenant's officers, employees, agents, guests or invitees or by anyone claiming by, through or under Tenant; and (g) any repairs, maintenance or changes to the Premises by, through or under Tenant. Tenant further covenants and agrees that, in case any action, suit or proceeding, is brought against Landlord by reason of any of the foregoing, Tenant will, at Tenant's sole cost and expense, defend Landlord in any such action, suit or proceeding, with counsel reasonably acceptable to Landlord. B. Landlord covenants and agrees to protect, indemnify and save Tenant harmless from and against all liability, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys' fees at all tribunal levels, imposed upon, incurred by or asserted against Tenant by reason of (a) any accident, injury to or death of any person or loss of or damage to any property occurring on or about the Property, except for any loss or damage from fire or casualty covered under Tenant's insurance policies and except for that loss or damage caused by Tenant's, its employees', agents, customers' invitees' negligence, recklessness or willful misconduct, or Tenant's breach of its obligations under this Lease; (b) any act or omission of Landlord any Tenant Party, any other tenant or Landlord's officers, employees, agents, guests, invitees or partners or of anyone claiming by, through or under Landlord; (c) any use which may be made of, or condition existing upon, the Property; (d) any improvements, fixtures or equipment placed upon the Property by Landlord; (e) any failure on the part of Landlord to perform or comply with any occupant of the provisionsBuilding or any other person. This Section 10.3 applies especially, covenants but not exclusively, to damage caused by the flooding of the Building or agreements the Premises by refrigerators, sprinkling devices, air conditioning apparatus, water, snow, frost, steam, excessive heat or cold, falling plaster, broken glass, sewage, gas, odors, noise or the bursting or leaking of Landlord contained pipes or plumbing fixtures. The waivers described in this Lease; (f) Section 10.3 apply regardless whether any violation such damage results from an act of God, an act or omission of other tenants or occupants of the Building or an act or omission of any law, ordinance, order, rule Landlord Parties or regulation of governmental authorities having jurisdiction by Landlord or Landlord's partners, officers, employees, agents, guests or invitees or by anyone claiming by, through or under Landlord; and (g) any repairs, maintenance or changes to the Property by, through or under Landlord. Landlord further covenants and agrees that, in case any action, suit or proceeding is brought against Tenant by reason of any of the foregoing, Landlord will, at Landlord's sole cost and expense, defend Tenant in any such action, suit or proceeding, with counsel reasonably acceptable to Tenantother person.

Indemnification of the Parties. A. Tenant covenants and agrees to protect(OTHER THAN ESI). In the case of any offering or sale of Registrable Securities covered by this Agreement, ESI shall indemnify and save Landlord hold harmless from BHLP and its Affiliates and each person affiliated with or retained by any of them and who may be subject to liability under any applicable securities laws, against any and all liabilitylosses, obligationsclaims, damages or liabilities to which they or any of them may become subject under the Securities Act or any other statute or common law of the United States of America or political subdivision thereof, or any other country or political subdivision thereof or otherwise, including, subject to Section 7(c) hereof, any amount paid in settlement of any litigation commenced or threatened (including any amounts paid pursuant to or in settlement of claims made under customary indemnification or contribution provisions of any underwriting or similar agreement entered into by BHLP or its Affiliates in connection with any offering or sale of Registrable Securities), and shall, subject to Section 7(c) hereof, promptly reimburse them, as and when incurred, for any legal fees or disbursements or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as any such losses, claims, damages, penaltiesliabilities or actions shall arise out of or shall be based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or in any preliminary or final Prospectus included therein) or other offering document relating to the offering and sale of such Registrable Securities, causes or the omission or alleged omission to state therein a material fact required to be stated therein or necessary (in the case of actiona Prospectus, costs in light of the circumstances in which they were made) to make the statements therein not misleading; PROVIDED, HOWEVER, that ESI will not be liable in any case to the extent that any such loss, claim, damage, liability or action arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and expensesin conformity with written information furnished to ESI by or on behalf of BHLP or its Affiliates specifically for inclusion therein, including reasonable attorneys' fees at all tribunal levels, imposed upon, incurred by or asserted against Landlord by reason of (a) any accident, injury to or death of any person or loss of or damage to any property occurring on or about the Premises, except for any loss or damage from fire or casualty covered under Landlord's insurance policies and except for that loss or damage caused by Landlord's, its employees' and invitees' negligence, recklessness, willful misconduct, or Landlord's breach of its obligations under this Lease; (b) any act or omission of Tenant or Tenant's officers, employees, agents, guests or invitees or of anyone claiming by, through or under Tenant; (c) any use which may be made of, or condition existing upon, the Premises; (d) any improvements, fixtures or equipment performed or installed by Tenant upon the Premises; (e) any failure on the part of Tenant to perform or comply with any of the provisions, covenants or agreements of Tenant contained in this Lease; (f) any violation of any law, ordinance, order, rule or regulation of governmental authorities having jurisdiction by Tenant or Tenant's officers, employees, agents, guests or invitees or by anyone claiming by, through or under Tenant; and (g) any repairs, maintenance or changes to the Premises by, through or under Tenant. Tenant further covenants and agrees that, in case any action, suit or proceeding, is brought against Landlord by reason of any of the foregoing, Tenant will, at Tenant's sole cost and expense, defend Landlord in any such action, suit or proceeding, with counsel reasonably acceptable information furnished pursuant to LandlordSection 4(l) hereof. B. Landlord covenants and agrees to protect, indemnify and save Tenant harmless from and against all liability, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys' fees at all tribunal levels, imposed upon, incurred by or asserted against Tenant by reason of (a) any accident, injury to or death of any person or loss of or damage to any property occurring on or about the Property, except for any loss or damage from fire or casualty covered under Tenant's insurance policies and except for that loss or damage caused by Tenant's, its employees', agents, customers' invitees' negligence, recklessness or willful misconduct, or Tenant's breach of its obligations under this Lease; (b) any act or omission of Landlord or Landlord's officers, employees, agents, guests, invitees or partners or of anyone claiming by, through or under Landlord; (c) any use which may be made of, or condition existing upon, the Property; (d) any improvements, fixtures or equipment placed upon the Property by Landlord; (e) any failure on the part of Landlord to perform or comply with any of the provisions, covenants or agreements of Landlord contained in this Lease; (f) any violation of any law, ordinance, order, rule or regulation of governmental authorities having jurisdiction by Landlord or Landlord's partners, officers, employees, agents, guests or invitees or by anyone claiming by, through or under Landlord; and (g) any repairs, maintenance or changes to the Property by, through or under Landlord. Landlord further covenants and agrees that, in case any action, suit or proceeding is brought against Tenant by reason of any of the foregoing, Landlord will, at Landlord's sole cost and expense, defend Tenant in any such action, suit or proceeding, with counsel reasonably acceptable to Tenant.