Common use of Indemnification; Release of Liability Clause in Contracts

Indemnification; Release of Liability. Licensee hereby agrees to indemnify, defend, save and hold harmless the Venue, Global Spectrum, L.P., Ovations Food Services, L.P., the owner of the Facility, Mercer County Improvement Authority, Mercer County and any other present or future lender providing financing to the owner of the Facility in connection with the construction or operation of the Facility, and their respective successors and assigns, and each of their respective partners, agents, officers, directors, employees and representatives (collectively, "Indemnitees") from and against any and all claims, suits, losses, injuries, damages, liabilities and expenses, including, without limitation, reasonable attorneys' fees and expenses (“Claims or Costs”), occasioned in connection with, arising or alleged to arise from, wholly or in part, (i) any breach of this Agreement by Licensee, or (ii) the exercise by Licensee of the privileges herein granted, or (iii) the acts or omissions, or violation of any applicable law, rule, regulation or order, of or by Licensee or any of its agents, owners, officers, directors, members, managers, representatives, contractors, exhibitors, employees, servants, players, guests, or invitees, participants or artists appearing in the Event (including support personnel in connection with the presentation of the Event), persons assisting Licensee (whether on a paid or voluntary basis) or any person admitted to the Facility by Licensee, during the Term or any other time while the Facility (or any part thereof) is used by or are under the control of Licensee, which shall include any and all COVID-19 related Claims or Costs asserted or alleged against Indemnitees arising out of the Event. Licensee shall be obligated to indemnify, defense, save and hold harmless Indemnitees for COVID-19 related Claims or Costs regardless of whether the Venue is alleged to have been negligent, in whole or in part. It is further the intent of this Agreement that this indemnity provision shall apply to any claims made by employees of Licensee against the Venue, and this Agreement is deemed a written agreement for indemnity under the workers’ compensation laws of the state where the Facility is located. The Venue makes no warranty or representation to Licensee of any kind (express or implied) regarding the suitability of or compliance with applicable laws by the Facility for any aspect of Licensee’s intended use. Licensee further agrees that the Facility is being provided "AS IS", "WHERE IS" and "WITH ANY AND ALL FAULTS" and without warranty, express or implied, as to the merchantability or fitness for the use thereof for any particular purpose. Licensee agrees that all of its property or property of others in or on the Facility shall be used and/or stored in the Facility at the sole risk of Licensee, and Licensee hereby waives and releases the Venue and the Indemnitees from any and all Claims or Costs related thereto to the fullest extent permitted by law. The provisions of this Section 6 shall survive any expiration or termination of this Agreement.

Indemnification; Release of Liability. Licensee hereby agrees to indemnify, defend, save and hold harmless the Venue, Global Spectrum, L.P., Ovations Food Services, L.P., the owner of the Facility, Mercer Xxxxxx County Improvement Authority, Mercer Xxxxxx County and any other present or future lender providing financing to the owner of the Facility in connection with the construction or operation of the Facility, and their respective successors and assigns, and each of their respective partners, agents, officers, directors, employees and representatives (collectively, "Indemnitees") from and against any and all claims, suits, losses, injuries, damages, liabilities and expenses, including, without limitation, reasonable attorneys' fees and expenses (“Claims or Costs”), occasioned in connection with, arising or alleged to arise from, wholly or in part, (i) any breach of this Agreement by Licensee, or (ii) the exercise by Licensee of the privileges herein granted, or (iii) the acts or omissions, or violation of any applicable law, rule, regulation or order, of or by Licensee or any of its agents, owners, officers, directors, members, managers, representatives, contractors, exhibitors, employees, servants, players, guests, or invitees, participants or artists appearing in the Event (including support personnel in connection with the presentation of the Event), persons assisting Licensee (whether on a paid or voluntary basis) or any person admitted to the Facility by Licensee, during the Term or any other time while the Facility (or any part thereof) is used by or are under the control of Licensee, which shall include any and all COVID-19 related Claims or Costs asserted or alleged against Indemnitees arising out of the Event. Licensee shall be obligated to indemnify, defense, save and hold harmless Indemnitees for COVID-19 related Claims or Costs regardless of whether the Venue is alleged to have been negligent, in whole or in part. It is further the intent of this Agreement that this indemnity provision shall apply to any claims made by employees of Licensee against the Venue, and this Agreement is deemed a written agreement for indemnity under the workers’ compensation laws of the state where the Facility is located. The Venue makes no warranty or representation to Licensee of any kind (express or implied) regarding the suitability of or compliance with applicable laws by the Facility for any aspect of Licensee’s intended use. Licensee further agrees that the Facility is being provided "AS IS", "WHERE IS" and "WITH ANY AND ALL FAULTS" and without warranty, express or implied, as to the merchantability or fitness for the use thereof for any particular purpose. Licensee agrees that all of its property or property of others in or on the Facility shall be used and/or stored in the Facility at the sole risk of Licensee, and Licensee hereby waives and releases the Venue and the Indemnitees from any and all Claims or Costs related thereto to the fullest extent permitted by law. The provisions of this Section 6 shall survive any expiration or termination of this Agreement.

Indemnification; Release of Liability. Licensee 6.1 Contractor hereby agrees to indemnify, defend, save indemnify and hold harmless the Venue, Global Spectrum, L.P., Ovations Food Services, L.P., the owner of the Facility, Mercer County Improvement Authority, Mercer County each and any other present or future lender providing financing to the owner of the Facility in connection with the construction or operation of the Facility, and their respective successors and assigns, and each of their respective partners, agents, officers, directors, employees and representatives (collectively, "Indemnitees") every Indemnitee from and against (and to pay the full amount of) all Loss-And-Expense, whenever asserted or occurring, which any and all claimsIndemnitee may suffer, suits, losses, injuries, damages, liabilities and expenses, including, without limitation, reasonable attorneys' fees and expenses (“Claims incur or Costs”), occasioned in connection with, arising or alleged to arise from, wholly or in part, (i) any breach of this Agreement by Licenseepay out, or (ii) the exercise by Licensee of the privileges herein granted, or (iii) the acts or omissions, or violation of which may be asserted against any applicable law, rule, regulation or order, of or by Licensee or any of its agents, owners, officers, directors, members, managers, representatives, contractors, exhibitors, employees, servants, players, guests, or invitees, participants or artists appearing in the Event (including support personnel in connection with the presentation of the Event), persons assisting Licensee (whether on a paid or voluntary basis) or any person admitted to the Facility by Licensee, during the Term or any other time while the Facility (or any part thereof) is used by or are under the control of Licensee, which shall include any and all COVID-19 related Claims or Costs asserted or alleged against Indemnitees arising out of the Event. Licensee shall be obligated to indemnify, defense, save and hold harmless Indemnitees for COVID-19 related Claims or Costs regardless of whether the Venue is alleged to have been negligent, Indemnitee in whole or in part. It is further , by reason of, or in connection with, the intent following: (a) any bodily injury, sickness, disease or death of this Agreement that this indemnity provision shall apply or to any claims made by employees person or persons occurring in connection with (or arising out of, or resulting from) the Work and/or any willful or negligent acts or omissions of Licensee against the VenueContractor or any Subcontractor, and whether occurring on the Project Site or elsewhere; (b) any damage to or destruction or loss of any property, including any third party property and any property of Owner, arising out of, or resulting from the Work and/or any willful or negligent acts or omissions of Contractor or its Employees, and whether occurring on the Project Site or elsewhere; (c) any materially untrue or incorrect statement or representation of Contractor in any Requisition, or in any other document submitted by Contractor with respect to the Work, the Project, or the Contract Documents (or for purposes of securing the Demolition Agreement); (d) any failure of Contractor to comply with Laws; (e) any failure of Contractor to secure and maintain Required Insurance, or any Indemnitee's loss of coverage under any Required Insurance by reason of acts or omissions of Contractor; (f) any amounts payable under worker's compensation or similar Laws not otherwise covered under (a) or (b) above in connection with (or arising out of, or resulting from) Contractor's performance or failure to perform the Work, or any other willful or negligent acts or omissions of Contractor or any Subcontractor attributable or relating thereto; and/or (g) any claim in the nature of patent, copyright, or trade secret infringement or unfair competition, arising out of Contractor's unauthorized use of any intellectual property or other similar protected material. 6.2 Contractor shall defend any Legal Proceedings commenced against any Indemnitee concerning any matter covered by any indemnity under Section 6.1. If Contractor fails to defend diligently any such Legal Proceeding, Owner shall have the right (but no obligation) to defend the same at Contractor's expense. Contractor shall not settle any such Legal Proceeding without Owner's prior written consent. Contractor shall give Owner copies of documents served in any such Legal Proceeding and, whenever requested by Owner, shall advise promptly as to the status of such Legal Proceeding. Contractor shall notify Owner promptly of every Legal Proceeding or claim of which Contractor has knowledge which may be covered by any indemnity under this Agreement is deemed a written agreement Article 6 and/or which may be covered by any Required Insurance. Contractor shall also give timely notice of such Legal Proceedings and claims to each insurer which has issued an applicable policy of Required Insurance, identifying all Indemnitees involved. 6.3 Contractor's indemnities and obligations under Sections 6.1 and 6.2 shall cover and include the Fees-And- Costs paid or incurred by Owner in connection with any matter and amount referred to in Sections 6.1 and 6.2, together with the Fees-And-Costs paid or incurred by any Indemnitee to enforce this Article and Contractor's obligations hereunder (and Contractor agrees specifically that Contractor shall pay Owner the Fees-And-Costs paid or incurred by Owner to enforce this Article and Contractor's indemnities and obligations hereunder). Contractor shall pay such Fees-And-Costs upon demand from time to time. 6.4 Contractor's indemnities and obligations under the Contract Documents shall not be limited or defined by the amount of Required Insurance or by any limitations or restrictions on the amount or type of damages, compensation or benefits payable to, by or for Contractor under workers' compensation acts, disability benefit acts or any other Laws relating to employee benefits. No Indemnitee's right to indemnity under the workers’ compensation laws of Contract Documents shall be diminished, waived, or discharged by the state where the Facility is located. The Venue makes no warranty or representation to Licensee exercise of any kind (express other remedy allowed under the Contract Documents or implied) regarding by Law. 6.5 This Article 6 and the suitability obligations of or compliance with applicable laws by the Facility for any aspect of Licensee’s intended use. Licensee further agrees that the Facility is being provided "AS IS"Contractor hereunder shall survive Substantial Completion, "WHERE IS" and "WITH ANY AND ALL FAULTS" and without warrantyFinal Completion, express or implied, as all payments to the merchantability or fitness for the use thereof for any particular purpose. Licensee agrees that all of its property or property of others in or on the Facility shall be used and/or stored in the Facility at the sole risk of LicenseeContractor, and Licensee any termination of Contractor's right to perform the Contract. 6.6 Contractor assumes the risk of, and hereby waives and releases the Venue and the all Indemnitees from and with respect to, any and all Claims or Costs related thereto matters and things covered by Contractor's obligations under this Article 6; provided, however, that Contractor shall not be required to indemnify against Loss-And-Expense as to any Indemnitee to the fullest extent permitted that such Loss-And-Expense is the result of the negligence or willful misconduct of such Indemnitee. 6.7 If any Subcontractor or any other Person claiming to have been employed directly or indirectly by lawor through Contractor or any Subcontractor files a Lien (unless as a result of Owner's failure to pay an undisputed amount properly due to Contractor under this Contract), Contractor shall satisfy, remove or discharge such Lien at Contractor's expense by bonding, payment or otherwise within 30 days after notice to Contractor of the filing thereof. The provisions of this Section 6 If Contractor fails to do so, Owner may satisfy, remove or discharge such Lien; and, at Owner's election: (a) Owner may deduct the cost thereof (including all applicable Fees-And-Costs) from Contractor's next succeeding Requisitions (or may invalidate any previously- approved but unpaid Requisitions) until Owner recoups the total thereof; or (b) Contractor shall survive any expiration or termination of this Agreementpay the same to Owner upon demand.

Indemnification; Release of Liability. Licensee 6.1 Contractor hereby agrees to indemnify, defend, save indemnify and hold harmless the Venue, Global Spectrum, L.P., Ovations Food Services, L.P., the owner of the Facility, Mercer County Improvement Authority, Mercer County each and any other present or future lender providing financing to the owner of the Facility in connection with the construction or operation of the Facility, and their respective successors and assigns, and each of their respective partners, agents, officers, directors, employees and representatives (collectively, "Indemnitees") every Indemnitee from and against (and to pay the full amount of) all Loss-And-Expense, whenever asserted or occurring, which any and all claimsIndemnitee may suffer, suits, losses, injuries, damages, liabilities and expenses, including, without limitation, reasonable attorneys' fees and expenses (“Claims incur or Costs”), occasioned in connection with, arising or alleged to arise from, wholly or in part, (i) any breach of this Agreement by Licenseepay out, or (ii) the exercise by Licensee of the privileges herein granted, or (iii) the acts or omissions, or violation of which may be asserted against any applicable law, rule, regulation or order, of or by Licensee or any of its agents, owners, officers, directors, members, managers, representatives, contractors, exhibitors, employees, servants, players, guests, or invitees, participants or artists appearing in the Event (including support personnel in connection with the presentation of the Event), persons assisting Licensee (whether on a paid or voluntary basis) or any person admitted to the Facility by Licensee, during the Term or any other time while the Facility (or any part thereof) is used by or are under the control of Licensee, which shall include any and all COVID-19 related Claims or Costs asserted or alleged against Indemnitees arising out of the Event. Licensee shall be obligated to indemnify, defense, save and hold harmless Indemnitees for COVID-19 related Claims or Costs regardless of whether the Venue is alleged to have been negligent, Indemnitee in whole or in part. It is further , by reason of, or in connection with, the intent following: (a) any bodily injury, sickness, disease or death of this Agreement that this indemnity provision shall apply or to any claims made by employees person or persons occurring in connection with (or arising out of, or resulting from) the Work and/or any willful or negligent acts or omissions of Licensee against the VenueContractor or any Subcontractor, and whether occurring on the Project Site or elsewhere; (b) any damage to or destruction or loss of any property, including any third party property and any property of HTFC, arising out of, or resulting from the Work and/or any willful or negligent acts or omissions of Contractor or its Employees, and whether occurring on the Project Site or elsewhere; (c) any materially untrue or incorrect statement or representation of Contractor in any Requisition, or in any other document submitted by Contractor with respect to the Work, the Project, or the Contract Documents (or for purposes of securing the Demolition Agreement); (d) any failure of Contractor to comply with Laws; (e) any failure of Contractor to secure and maintain Required Insurance, or any Indemnitee's loss of coverage under any Required Insurance by reason of acts or omissions of Contractor; (f) any amounts payable under worker's compensation or similar Laws not otherwise covered under (a) or (b) above in connection with (or arising out of, or resulting from) Contractor's performance or failure to perform the Work, or any other willful or negligent acts or omissions of Contractor or any Subcontractor attributable or relating thereto; and/or (g) any claim in the nature of patent, copyright, or trade secret infringement or unfair competition, arising out of Contractor's unauthorized use of any intellectual property or other similar protected material. 6.2 Contractor shall defend any Legal Proceedings commenced against any Indemnitee concerning any matter covered by any indemnity under Section 6.1. If Contractor fails to defend diligently any such Legal Proceeding, HTFC shall have the right (but no obligation) to defend the same at Contractor's expense. Contractor shall not settle any such Legal Proceeding without HTFC's prior written consent. Contractor shall give HTFC copies of documents served in any such Legal Proceeding and, whenever requested by HTFC, shall advise promptly as to the status of such Legal Proceeding. Contractor shall notify HTFC promptly of every Legal Proceeding or claim of which Contractor has knowledge which may be covered by any indemnity under this Agreement is deemed a written agreement Article 6 and/or which may be covered by any Required Insurance. Contractor shall also give timely notice of such Legal Proceedings and claims to each insurer which has issued an applicable policy of Required Insurance, identifying all Indemnitees involved. 6.3 Contractor's indemnities and obligations under Sections 6.1 and 6.2 shall cover and include the Fees-And-Costs paid or incurred by HTFC in connection with any matter and amount referred to in Sections 6.1 and 6.2, together with the Fees-And-Costs paid or incurred by any Indemnitee to enforce this Article and Contractor's obligations hereunder (and Contractor agrees specifically that Contractor shall pay HTFC the Fees-And-Costs paid or incurred by HTFC to enforce this Article and Contractor's indemnities and obligations hereunder). Contractor shall pay such Fees-And- Costs upon demand from time to time. 6.4 Contractor's indemnities and obligations under the Contract Documents shall not be limited or defined by the amount of Required Insurance or by any limitations or restrictions on the amount or type of damages, compensation or benefits payable to, by or for Contractor under workers' compensation acts, disability benefit acts or any other Laws relating to employee benefits. No Indemnitee's right to indemnity under the workers’ compensation laws of Contract Documents shall be diminished, waived, or discharged by the state where the Facility is located. The Venue makes no warranty or representation to Licensee exercise of any kind (express other remedy allowed under the Contract Documents or implied) regarding by Law. 6.5 This Article 6 and the suitability obligations of or compliance with applicable laws by the Facility for any aspect of Licensee’s intended use. Licensee further agrees that the Facility is being provided "AS IS"Contractor hereunder shall survive Substantial Completion, "WHERE IS" and "WITH ANY AND ALL FAULTS" and without warrantyFinal Completion, express or implied, as all payments to the merchantability or fitness for the use thereof for any particular purpose. Licensee agrees that all of its property or property of others in or on the Facility shall be used and/or stored in the Facility at the sole risk of LicenseeContractor, and Licensee any termination of Contractor's right to perform the Contract. 6.6 Contractor assumes the risk of, and hereby waives and releases the Venue and the all Indemnitees from and with respect to, any and all Claims or Costs related thereto matters and things covered by Contractor's obligations under this Article 6; provided, however, that Contractor shall not be required to indemnify against Loss-And-Expense as to any Indemnitee to the fullest extent permitted that such Loss-And-Expense is the result of the negligence or willful misconduct of such Indemnitee. 6.7 If any Subcontractor or any other Person claiming to have been employed directly or indirectly by lawor through Contractor or any Subcontractor files a Lien (unless as a result of HTFC's failure to pay an undisputed amount properly due to Contractor under this Contract), Contractor shall satisfy, remove or discharge such Lien at Contractor's expense by bonding, payment or otherwise within 30 days after notice to Contractor of the filing thereof. The provisions of this Section 6 If Contractor fails to do so, HTFC may satisfy, remove or discharge such Lien; and, at HTFC's election: (a) HTFC may deduct the cost thereof (including all applicable Fees-And-Costs) from Contractor's next succeeding Requisitions (or may invalidate any previously-approved but unpaid Requisitions) until HTFC recoups the total thereof; or (b) Contractor shall survive any expiration or termination of this Agreementpay the same to HTFC upon demand.

Indemnification; Release of Liability. Licensee hereby agrees to indemnify, defend, save defend and hold harmless the VenueLicensor, Global SpectrumThe Gwinnett Convention and Visitor’s Bureau, L.P.Inc. (“GCVB”), Ovations Food Gwinnett County, Georgia and its Board of Commissioners (“Gwinnett County”), Aramark Sports & Entertainment Services, L.P., the owner of the Facility, Mercer County Improvement Authority, Mercer County and any other present or future lender providing financing to the owner of the Facility in connection with the construction or operation of the Facility, and their respective successors and assignsLLC, and each of their respective partnersparent, agentssubsidiary and affiliated companies, and all of their respective directors, officers, directorsshareholders, agents and employees and representatives including, without limitation, independent contractors, if any, rendering security services in connection with the Event (collectively, "Indemnitees"the “Licensor Parties”) from and against any and all claimsactions, suits, lossesproceedings, injuriesjudgments, settlements, demands, claims, damages, liabilities liabilities, losses or expenses whatsoever including, but not limited to, lost profits, reasonable attorney’s fees, allocable costs of in-house counsel and expensescourt costs, whether fixed or contingent, actual or threatened, known or unknown, false or fraudulent (collectively, the “Claims”), caused by, arising out of, resulting from or in connection with (a) Licensee’s occupancy and use of the Premises or other such areas hereunder, including but not limited to the entrances, lobbies and exits thereof, the sidewalks, streets and approaches adjoining the Premises, or any other portion of the Premises in connection with the Event; (b) any personal injury, bodily injury, death or property damage suffered in connection with the Event (including, but not limited to, injuries or damages to Licensee, spectators, participants, and/or others); (c) any defect in or other problem with any equipment and/or staging provided by Licensee in connection with the Event; (d) any negligent or grossly negligent action, inaction, omission or intentional misconduct of Licensee, its invitees and guests; (e) any failure to provide adequate security, including any actual or alleged failure to warn, guard and protect persons or property from harm or damage; (f) any conduct or activities of Licensee which violates any applicable international, country, U.S., state or local law, rule, regulation, or ordinance; (g) any breach, alleged breach or misrepresentation of any term, covenant, condition, or warranty contained in this Agreement by Licensee; (h) any failure of Licensee to properly procure all necessary music or other licenses or arising from or related to any other claimed rights of publicity, copyright or similar infringement or the use of any patented, trademarked, franchised or copyrighted materials, equipment, devices, processes, or dramatic rights furnished or used by Licensee in connection with the Agreement; and/or (i) any Claims related to the Footage or the Programs including, without limitation, Claims related to the infringement of intellectual property, copyright, defamation or other legal Claims. For the purposes of the insurance and indemnification sections of this Agreement, the term “Licensee” shall be defined to expressly include Licensee, its employees, directors, officers, agents, assignees, designees and/or contractors, including, without limitation, reasonable attorneys' fees and expenses (“Claims any volunteers, performers, speakers or Costs”), occasioned other participants in connection with, arising or alleged to arise from, wholly or in part, (i) any breach of this Agreement by Licenseethe performances comprising the Event, or (ii) the exercise any stage hands, concessions, medical, security, or other personnel employed by Licensee of the privileges herein granted, or (iii) the acts or omissions, or violation of any applicable law, rule, regulation or order, of or by Licensee or any of its agents, owners, officers, directors, members, managers, representatives, contractors, exhibitors, employees, servants, players, guests, or invitees, participants or artists appearing in the Event (including support personnel to perform work in connection with the presentation of the Event), persons assisting Licensee (whether on a paid or voluntary basis) or any person admitted to the Facility by Licensee, during the Term or any other time while the Facility (or any part thereof) is used by or are under the control of Licensee, which shall include any and all COVID-19 related Claims or Costs asserted or alleged against Indemnitees arising out of the Event. The obligations of Licensee shall be obligated to indemnify, defense, save defend and hold harmless Indemnitees for COVID-19 related Claims or Costs regardless as outlined in this Section are in no way limited to the amount(s) of whether the Venue is alleged to have been negligent, in whole or in part. It is further the intent of this Agreement that this indemnity provision shall apply to any claims made by employees of Licensee against the Venue, and this Agreement is deemed a written agreement for indemnity insurance required under the workers’ compensation laws of the state where the Facility is locatednext Section. The Venue makes no warranty or representation to Licensee of any kind (express or implied) regarding the suitability of or compliance with applicable laws by the Facility for any aspect of Licensee’s intended use. Licensee further agrees that the Facility is being provided "AS IS", "WHERE IS" and "WITH ANY AND ALL FAULTS" and without warranty, express or implied, as to the merchantability or fitness for the use thereof for any particular purpose. Licensee agrees that all of its property or property of others in or on the Facility shall be used and/or stored in the Facility at the sole risk of Licensee, and Licensee hereby waives and releases the Venue and the Indemnitees from any and all Claims or Costs related thereto to the fullest extent permitted by law. The provisions All of this Section 6 shall survive any the termination or expiration or termination of this Agreement.