Common use of INDEMNITY AND HOLD HARMLESS Clause in Contracts

INDEMNITY AND HOLD HARMLESS. Owner agrees to: (a) Hold and save Manager free and harmless from any damage or injuries to persons or property by reason of any cause whatsoever either in and about the Project or elsewhere when Manager is carrying out the provisions of this Agreement or acting under the express or implied directions of Owner. (b) Reimburse Manager upon demand for any moneys which Manager is required to pay out for any reason whatsoever, under this Agreement or in connection with, or as an expense in defense of any claim, civil or criminal action, proceeding, charge or prosecution made, instituted or maintained against Manager or Owner and Manager, jointly or severally, affecting or due to the condition or use of the Project or acts or omissions of Manager or employees of Owner or Manager, or arising out of or based upon any law, regulation, requirement, contract, or award relating to the hours of employment, working conditions, wages or compensation of employees or former employees. (c) Defend promptly and diligently, at Owner's expense, any claim, action or proceeding brought against Manager or Manager and Owner jointly or severally arising out of or connected with any of the foregoing, and to hold harmless and fully indemnify Manager from any judgment, loss or settlement on account thereof. The foregoing agreement of Owner shall expressly extend to any liabilities, claims and costs of defense arising out of or resulting from failure or refusal of Owner to authorize compliance with any law, rule, order or determination of any governmental authority with respect to the Project, where such matter is promptly brought to Owner's attention by Manager, and Owner declines to comply with the same. Nothing contained herein, however, shall relieve Manager of responsibility to Owner for Manager's gross negligence or willful misconduct, unless such gross negligence or willful misconduct is covered by Owner's insurance. The provisions of this Section 10.1 shall survive the expiration or termination of this Agreement.

INDEMNITY AND HOLD HARMLESS. Owner agrees to: (a) Hold and save Manager free and harmless from any damage or injuries to persons or property by reason of any cause whatsoever either in and about the Project or elsewhere when Manager is carrying out the provisions of this Agreement or acting under the express or implied directions of Owner. (b) Reimburse Manager upon demand for any moneys which Manager is required to pay out for any reason whatsoever, under this Agreement or in connection with, or as an expense in defense of any claim, civil or criminal action, proceeding, charge or prosecution made, instituted or maintained against Manager or Owner and Manager, jointly or severally, affecting or due to the condition or use of the Project or acts or omissions of Manager or employees of Owner or Manager, or arising out of or based upon any law, regulation, requirement, contract, or award relating to the hours of employment, working conditions, wages or compensation of employees or former employees. (c) Defend promptly and diligently, at Owner's ’s expense, any claim, action or proceeding brought against Manager or Manager and Owner jointly or severally arising out of or connected with any of the foregoing, and to hold harmless and fully indemnify Manager from any judgment, loss or settlement on account thereof. The foregoing agreement of Owner shall expressly extend to any liabilities, claims and costs of defense arising out of or resulting from failure or refusal of Owner to authorize compliance with any law, rule, order or determination of any governmental authority with respect to the Project, where such matter is promptly brought to Owner's ’s attention by Manager, and Owner declines to comply with the same. Nothing contained herein, however, shall relieve Manager of responsibility to Owner for Manager's ’s gross negligence or willful misconduct, unless such gross negligence or willful misconduct is covered by Owner's ’s insurance. The provisions of this Section 10.1 shall survive the expiration or termination of this Agreement.

INDEMNITY AND HOLD HARMLESS. 30.1 To the fullest extent permitted by law, the Construction Manager shall indemnify and hold harmless the Owner, its members, officers, employees and agents (hereinafter collectively “Related Parties”) from and against any and all liability, claims, causes of action (by whomever brought or alleged and regardless of the legal theories upon which the liability, claims or causes of action are based), losses, damage, costs, expenses and fees (including but not limited to reasonable fees of attorneys, expert witnesses and other consultants), which are or may be imposed upon, incurred by or asserted against Owner agrees to: (a) Hold and save Manager free and harmless from any damage and/or the Related Parties to the extent said liability, claims, causes of action, losses, damages, costs, expenses and/or fees are caused by the Construction Manager’s negligent, reckless or injuries to persons intentional wrongful acts of omission, error, misconduct, or property by reason of any cause whatsoever either in and about the Project or elsewhere when Manager is carrying out the provisions of this Agreement or acting under the express or implied directions of Ownercommission. (b) Reimburse Manager upon demand for 30.2 In any moneys which Manager is required to pay out for and all claims against the Owner by any reason whatsoever, under this Agreement or in connection with, or as an expense in defense of any claim, civil or criminal action, proceeding, charge or prosecution made, instituted or maintained against Manager or Owner and Manager, jointly or severally, affecting or due to the condition or use employee of the Project or acts or omissions of Manager or employees of Owner or Construction Manager, or arising out anyone for whose acts the Construction Manager may be liable, the obligations for Construction Manager to indemnify Owner under this contract shall not be limited in any way by any limitation on the amount or type of or based upon any lawdamages, regulation, requirement, contractcompensation, or award relating to benefits payable by or for the hours of employmentConstruction Manager under ▇▇▇▇▇▇▇’▇ compensation acts, working conditionsdisability acts, wages or compensation of employees or former employeesother employee benefit acts. (c) Defend promptly and diligently, at Owner's expense, 30.3 In the event that any claim, action claims are brought or proceeding brought actions filed against Manager or Manager and the Owner jointly or severally arising out of or connected with any of the foregoing, and to hold harmless and fully indemnify Manager from any judgment, loss or settlement on account thereof. The foregoing agreement of Owner shall expressly extend to any liabilities, claims and costs of defense arising out of or resulting from failure or refusal of Owner to authorize compliance with any law, rule, order or determination of any governmental authority with respect to the Project, where such matter is promptly brought to Owner's attention by Manager, and Owner declines to comply with the same. Nothing indemnity contained herein, howeverthe Construction Manager agrees to defend against any such claims or actions regardless of whether such claims or actions are rightfully or wrongfully brought or filed. The Construction Manager agrees that the Owner may select the attorneys to appear and defend such claims or actions on behalf of the Owner. The Construction Manager further agrees to pay, shall relieve Manager at the sole expense of responsibility the Construction Manager, the attorney’s fees and cost incurred by those attorneys selected by the Owner to Owner for Manager's gross negligence appear and defend such claims or willful misconductactions on behalf of the Owner. However, unless such gross negligence if the claims or willful misconduct is actions are covered by insurance and such coverage is acknowledge by the insurance company in writing to the Owner's , then, in that case, the insurance company shall choose counsel, direct the defense and be the judge of the acceptability of any compromise or settlement of any such claims or actions against the Owner which are within the insurance policy limits and are paid by the insurance company solely. Otherwise, if the claims or actions are not covered by insurance, then, at its sole option the Owner shall have the sole authority for the direction of the defense, and shall be the sole judge of the acceptability of any compromise or settlement of any claims or actions asserted against the Owner. 30.4 The Construction Manager recognizes the nature of the indemnification obligations imposed under this contract and voluntarily makes these covenants. The provisions of obligation imposed upon the Construction Manager under this Section 10.1 Indemnification Agreement shall survive the expiration or termination of this Agreementcontract.

INDEMNITY AND HOLD HARMLESS. Owner agrees to: to protect, defend, indemnify and hold harmless Manager from and against any and all loss, cost, damage, liability and expense (aincluding court costs and reasonable attorneys' fees) Hold arising out of the performance by Manager of its obligations and save Manager free and harmless from any damage or injuries to persons or property by reason of any cause whatsoever either duties hereunder in and about accordance with the Project or elsewhere when Manager is carrying out the provisions of this Agreement or acting under the express or implied directions of Owner. (b) Reimburse Manager upon demand for any moneys which Manager is required to pay out for any reason whatsoeverterms hereof, under this Agreement or in connection with, or as an expense in defense of any claim, civil or criminal action, proceeding, charge or prosecution made, instituted or maintained against Manager or Owner and Manager, jointly or severally, affecting or due to the condition or use of the Project or acts or omissions of Manager or employees of Project, provided, however, that Owner or Manager, or arising out of or based upon any law, regulation, requirement, contract, or award relating to the hours of employment, working conditions, wages or compensation of employees or former employees. (c) Defend promptly and diligently, at Owner's expense, any claim, action or proceeding brought against Manager or Manager and Owner jointly or severally arising out of or connected with any of the foregoingdoes not hereby agree to, and to hold harmless and fully shall not, so indemnify Manager from any judgmentsuch loss, loss cost, damage, liability or settlement on account thereofexpense arising out of any act or omission of Manager or any of its agents, officers, employees or representatives, which act or omission is negligent, willful, in breach of this Agreement, or outside the scope of Manager's authority as provided herein. The foregoing agreement of Owner shall expressly extend to any liabilities, claims and costs of defense arising out of or resulting from failure or refusal of Owner to authorize compliance with any law, rule, order or determination of or any governmental authority with respect to the Project, where such matter is promptly brought to Owner's attention by Manager, and Owner declines to comply with the same. Nothing contained herein, however, shall relieve Manager of responsibility to Owner owner for Manager's gross negligence or willful misconduct, unless such gross negligence or willful misconduct is covered by Owner's insurance. The provisions of this Section 10.1 1 shall survive the expiration or termination of this Agreement.

INDEMNITY AND HOLD HARMLESS. (a) Each Owner with respect to itself only agrees to: (ai) Hold and save Manager free and harmless from any damage or injuries to persons or property by reason of any cause whatsoever (excluding Manager’s fraud, gross negligence or willful misconduct of its employees and agents in the performance of Manager’s duties hereunder) either in and about the Project Property of such Owner or elsewhere when Manager is carrying out the provisions of this Agreement or acting under the express or implied directions of such Owner. (bii) Reimburse Manager upon demand for any moneys which Manager is required to pay out for any reason whatsoever, under this Agreement or in connection with, or as an expense in defense of any claim, civil or criminal action, proceeding, charge or prosecution (excluding those arising from the fraud, gross negligence or willful misconduct of Manager or its employees or agents in the performance of Manager’s duties hereunder), made, instituted or maintained against Manager or such Owner and Manager, jointly or severally, affecting or due to the condition or use of the Project Property of such Owner or acts or omissions of Manager or employees of such Owner or Manager, or arising out of or based upon any law, regulation, requirement, contract, or award relating to the hours of employment, working conditions, wages or compensation of employees or former employees. (ciii) Defend promptly and diligently, at such Owner's ’s expense, any claim, action or proceeding (excluding those arising from the fraud, gross negligence or willful misconduct of Manager or its employees or agents in the performance of Manager’s duties hereunder) brought against Manager or Manager and such Owner jointly or severally arising out of or connected with any of the foregoing, and to hold harmless and fully indemnify Manager from any judgment, loss or settlement on account thereof. The foregoing agreement of each Owner shall expressly extend to any liabilities, claims and costs of defense arising out of or resulting from failure or refusal of such Owner to authorize compliance with any law, rule, order or determination of any governmental authority with respect to the ProjectProperty of such Owner, where such matter is promptly brought to such Owner's ’s attention by Manager, and such Owner declines to comply with the same. Nothing contained herein, however, shall relieve Manager of responsibility to an Owner for Manager's ’s fraud, gross negligence or willful misconduct. (b) Manager agrees to indemnify and hold harmless each Owner against any claims, unless costs, expenses and liability (including the payment of all reasonable legal fees) which may be made against or are incurred by such Owner (in each case to the extent not covered by insurance) arising out of (i) any failure of Manager to perform any of its obligations hereunder (after giving effect to all applicable notice and cure periods), provided such failure was not caused by such Owner or events beyond the reasonable control of Manager, and provided further that such Owner has, after written request and to the extent not available from funds received by Manager for such Owner’s account, furnished Manager sufficient funds to perform such obligations, (ii) any acts of Manager beyond the scope of Manager’s authority hereunder not otherwise authorized by such Owner (other than expenditures in the case of emergency threatening life or property), and (iii) any fraud, willful misconduct or gross negligence or willful misconduct is covered by Owner's insurance. of Manager. (c) The provisions of indemnities made pursuant to this Section 10.1 shall survive any expiration or termination of this Agreement as to any such claims arising prior to the expiration or termination of this Agreement. (d) In no event shall any party hereto, or any direct or indirect partner, member, shareholder, beneficiary, owner or affiliate thereof, or any officer, director, employee, trustee, or agent of any of the foregoing or any affiliate or controlling person thereof be liable to any indemnified party in contract, to or otherwise with respect to any indirect, consequential, punitive, or exemplary damages arising from or relating to this Agreement.

INDEMNITY AND HOLD HARMLESS. Owner agrees to: (a) Hold and save Manager free and harmless from any damage or injuries to persons or property by reason of any cause whatsoever either in and about the Project or elsewhere when Manager is carrying out the provisions of this Agreement or acting under the express or implied directions of Owner. (b) Reimburse Manager upon demand for any moneys which Manager is required to pay out for any reason whatsoever, under this Agreement or in connection with, or as an expense in defense of any claim, civil or criminal action, proceeding, charge or prosecution made, instituted or maintained against Manager or Owner and Manager, jointly or severally, affecting or due to the condition or use of the Project or acts or omissions of Manager or employees of Owner or Manager, or arising out of or based upon any law, regulation, requirement, contract, or award relating to the hours of employment, working conditions, wages or compensation of employees or former employees. (c) Defend promptly and diligently, at Owner's expense, any claim, action or proceeding brought against Manager or Manager and Owner jointly or severally arising out of or connected with any of the foregoing, and to hold harmless and fully indemnify Manager from any judgment, loss or settlement on account thereof. The foregoing agreement of Owner shall expressly extend to any liabilities, claims and costs of defense arising out of or resulting from failure or refusal of Owner to authorize compliance with any law, rule, order or determination of any governmental authority with respect to the Project, where such matter is promptly brought to Owner's attention by Manager, and Owner declines to comply with the same. Nothing contained herein, however, shall relieve Manager of responsibility to Owner for Manager's gross negligence or willful misconduct, unless such gross negligence or willful misconduct is covered by Owner's Owners' insurance. The provisions of this Section 10.1 shall survive the expiration or termination of this Agreement.