Common use of Indemnity by Lessee Clause in Contracts

Indemnity by Lessee. From and after Closing, Lessee shall indemnify, defend and hold harmless Lessor and its respective officers, directors, employees and agents (collectively, "Lessee Indemnified Parties") from and against any and all liabilities, losses, damages, demands, claims, suits, actions, judgments, causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, attorneys' fees, any and all expenses incurred in investigating, preparing and defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation (collectively, "Damages"), asserted against, resulting to, imposed upon, or incurred or suffered by any of them, directly or indirectly, as a result or arising from the following: (i) any inaccuracy in or breach or nonfulfillment of any of the representations, warranties, covenants or agreements made by Lessee in the Lease, this Annex A, or the other agreements contemplated hereby; (ii) any liability imposed on Lessor to the extent such liability has been expressly assumed by Lessee pursuant to this Annex A or the Assignment and Undertaking; (iii) any liabilities arising from the operation of the Hospital on or after the Commencement Date; and (iv) any misrepresentation in or any omission from any certificate or other document (collectively, the "Additional Documents") furnished or to be furnished by or on behalf of Lessee under this Annex A. To be entitled to such indemnification, Lessee Indemnified Party shall give Lessee reasonably prompt written notice of any breach or of the assertion by a third party of any claim with respect to which Lessee Indemnified Party may bring a claim for indemnification hereunder, and in all events must have supplied such notice to Lessee within the period for the defense of such claims by Lessee. Lessee shall have the right, at its own expense, and within 10 days of its receipt of the foregoing notice, to assume by defense and litigate any such third party claim, and such Lessee Indemnified Party shall cooperate in good faith with Lessee to permit Lessee to do so. In the event Lessee declines or fails to assume the defense, then the Lessee Indemnified Party may conduct the defense of the third party claim. Lessee Indemnified Party shall not settle or compromise any claim or matter for which an indemnity would be payable by a Lessee hereunder without the prior written consent of such Lessee, which consent shall not be unreasonably withheld.

Indemnity by Lessee. From and after ClosingLESSEE shall not cause or permit any Hazardous Material (as hereinafter defined) to be brought upon, Lessee kept, or used in or about the Property by LESSEE, its agents, employees, contractors or invitees. If (i) LESSEE breaches the obligations stated in the preceding sentence, (ii) the presence of Hazardous Material on the Property or on or in the soil or ground water under or adjacent to the Property caused or permitted by LESSEE, its agents, employees, contractors or invitees results in contamination of the Property or such soil or ground water, (iii) contamination of the Property or such soil or ground water by Hazardous Material otherwise occurs for which LESSEE is legally liable to LESSOR for damage resulting therefrom, or (iv) contamination occurs elsewhere in connection with the transportation by LESSEE of Hazardous Material to or from the Property, then LESSEE shall indemnify, protect, defend and hold LESSOR harmless Lessor and its respective officers, directors, employees and agents (collectively, "Lessee Indemnified Parties") from and against any and all liabilitiesclaims, lossesjudgment, damages, demandspenalties, claimsfines, suitscosts, actions, judgments, causes of action, assessments, costs and expenses, liabilities or losses (including, without limitation, interest, penaltiessums paid in settlement of claims, attorneys' fees, any consultant fees and all expenses incurred in investigating, preparing and defending against any litigation, commenced expert fees) which arise during or threatened, or any claim whatsoever, and any and all amounts paid in settlement after the term of any claim or litigation (collectively, "Damages"), asserted against, resulting to, imposed upon, or incurred or suffered by any of them, directly or indirectly, this Lease as a result of such contamination. The foregoing obligation of LESSEE to indemnify, protect, defend and hold LESSOR harmless includes, without limitation, costs incurred in connection with any investigation of site conditions or arising any cleanup, remedial, removal, restoration or other response work required by any federal, state, or local governmental agency or political subdivision because of Hazardous Material present as a result of any action or inaction on the part of LESSEE, its agents, employees, contractors or invitees in any improvements constituting the Property or the soil or ground water on, under or adjacent to the Property or elsewhere in connection with the transportation by LESSEE of Hazardous Material to or from the following: (i) any inaccuracy in or breach or nonfulfillment Property. Without limiting the foregoing, if the presence of any Hazardous Material on or in the Property or the soil or ground water under or adjacent to the Property caused or permitted by LESSEE, or its agents, employees, contractors or invitees, results in any contamination of the representationsProperty, warranties, covenants LESSEE shall promptly take all actions at its sole expense as are necessary to return the Property or agreements made by Lessee in the Lease, this Annex A, such soil or the other agreements contemplated hereby; (ii) any liability imposed on Lessor ground water to the extent condition existing prior to the introduction of any such liability has been expressly assumed by Lessee pursuant Hazardous Material to this Annex A or the Assignment and Undertaking; (iii) any liabilities arising from the operation of the Hospital on or after the Commencement Date; and (iv) any misrepresentation in or any omission from any certificate or other document (collectively, the "Additional Documents") furnished Property or to be furnished by such soil or on behalf of Lessee under this Annex A. To be entitled to such indemnification, Lessee Indemnified Party shall give Lessee reasonably prompt written notice of any breach or of the assertion by a third party of any claim with respect to which Lessee Indemnified Party may bring a claim for indemnification hereunder, and in all events must have supplied such notice to Lessee within the period for the defense of such claims by Lessee. Lessee shall have the right, at its own expense, and within 10 days of its receipt of the foregoing notice, to assume by defense and litigate any such third party claim, and such Lessee Indemnified Party shall cooperate in good faith with Lessee to permit Lessee to do so. In the event Lessee declines or fails to assume the defense, then the Lessee Indemnified Party may conduct the defense of the third party claim. Lessee Indemnified Party shall not settle or compromise any claim or matter for which an indemnity would be payable by a Lessee hereunder without the prior written consent of such Lessee, which consent shall not be unreasonably withheldground water.

Indemnity by Lessee. From and after Closing, Lessee shall indemnify, defend and hold harmless Lessor and its respective officers, directorscommissioners, employees and agents (collectively, "Lessee Indemnified Parties") from and against any and all liabilities, losses, damages, demands, claims, suits, actions, judgments, causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, attorneys' fees, any and all expenses incurred in investigating, preparing and defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation (collectively, "Damages"), asserted against, resulting to, imposed upon, or incurred or suffered by any of them, directly or indirectly, as a result or arising from the following: (i) any inaccuracy in or breach or nonfulfillment non-fulfillment of any of the representations, warranties, covenants or agreements made by Lessee in the Lease, this Annex A, A or the other agreements contemplated hereby; (ii) any liability imposed on Lessor to the extent such liability has been expressly assumed by Lessee pursuant to this Annex A or the Assignment and Undertaking; (iii) any liabilities arising from the operation of the Hospital on or after the Commencement Date; and (iviii) any misrepresentation in or any omission from any certificate or other document (collectively, the "Additional Documents") furnished or to be furnished by or on behalf of Lessee under this Annex A. To be entitled to such indemnification, Lessee Indemnified Party shall give Lessee reasonably prompt written notice of any breach or of the assertion by a third party of any claim with respect to which Lessee Indemnified Party may bring a claim for indemnification hereunder, and in all events must have supplied such notice to Lessee within the period for the defense of such claims by Lessee. Lessee shall have the right, at its own expense, and within 10 days of its receipt of the foregoing notice, to assume by defense defend and litigate any such third party claim, and such Lessee Indemnified Party shall cooperate in good faith with Lessee to permit Lessee to do so. In the event Lessee declines or fails to assume the defense, then the Should such Lessee Indemnified Party may conduct the defense of the third party claim. Lessee Indemnified Party shall not settle or compromise any claim or matter for which an indemnity would be payable by a Lessee hereunder without the prior written consent of such Lessee, which consent Lessee shall not be unreasonably withheldrelieved of any liability hereunder to such Lessee with respect to such claim or matter.

Indemnity by Lessee. From and after Closing, Lessee shall indemnify, defend and hold harmless Lessor and Lessor, its City Council, respective officers, directors, employees and agents (collectivelyjointly and severally, "Lessee Indemnified Parties") from and against any and all liabilities, losses, damages, demands, claims, suits, actions, judgments, causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, attorneys' fees, any and all expenses incurred in investigating, preparing and defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation (collectively, "Damages"), asserted against, resulting to, imposed upon, or incurred or suffered by any of them, directly or indirectly, as a result or arising from the following: (i) any inaccuracy in or breach or nonfulfillment of any of the representations, warranties, covenants or agreements made by Lessee in the Lease, this Annex A, A or the other agreements contemplated hereby; (ii) any liability imposed on Lessor to the extent such liability has been expressly assumed by Lessee pursuant to this Annex A or the Assignment and UndertakingAssumption Agreement; (iii) any liabilities arising from the operation of the Hospital on or after the Commencement Date; and (iv) any misrepresentation in or any omission from any certificate or other document (collectively, the "Additional Documents") furnished or to be furnished by or on behalf of Lessee under this Annex A. To be entitled to such indemnification, Lessee Indemnified Party shall give Lessee reasonably prompt written notice A; (iv) any liability threatened or imposed on Lessor arising out of any breach or Lessee's operation of the assertion by a third party of any claim with respect to which Lessee Indemnified Party may bring a claim for indemnification hereunder, and in all events must have supplied such notice to Lessee within the period for the defense of such claims by Lessee. Lessee shall have the right, at its own expense, and within 10 days of its receipt Business as manager of the foregoing noticeHospital from and after November 1, 1996 and as lessee and operator from and after Closing, whether or not such liability has been expressly assumed by Lessee pursuant to assume any provision of this Annex A; and (v) any liability threatened or imposed on Lessor arising out of a breach by defense and litigate any such third party claim, and such Lessee Indemnified Party shall cooperate in good faith with of Sections 5.4 or 7.7 which would otherwise not have been threatened or imposed on Lessor had Lessee to permit Lessee to do so. In the event Lessee declines not breached Section 5.4 or fails to assume the defense, then the Lessee Indemnified Party may conduct the defense of the third party claim. Lessee Indemnified Party shall not settle or compromise any claim or matter for which an indemnity would be payable by a Lessee hereunder without the prior written consent of such Lessee, which consent shall not be unreasonably withheld7.

Indemnity by Lessee. From and after Closing, Lessee shall indemnify, defend and hold harmless Lessor and Lessor, its respective officers, directors, employees and agents (collectivelyjointly and severally, "Lessee Indemnified Parties") from and against any and all liabilities, losses, damages, demands, claims, suits, actions, judgments, causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, attorneys' fees, any and all expenses incurred in investigating, preparing and defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation (collectively, "Damages"), asserted against, resulting to, imposed upon, or incurred or suffered by any of them, directly or indirectly, as a result or arising from the following: (i) any inaccuracy in or breach or nonfulfillment of any of the representations, warranties, covenants or agreements made by Lessee in the Lease, this Annex A, A or the other agreements contemplated hereby; (ii) any liability imposed on Lessor to the extent such liability has been expressly assumed by Lessee pursuant to this Annex A or the Assignment and UndertakingAssumption Agreement; (iii) any liabilities arising from the operation of the Hospital on or after the Commencement Date; and (iv) any misrepresentation in or any omission from any certificate or other document (collectively, the "Additional Documents") furnished or to be furnished by or on behalf of Lessee under this Annex A; and (iv) any liability threatened or imposed on Lessor arising out of Lessee's operation of the Hospital from and after Closing, whether or not such liability has been expressly assumed by Lessee pursuant to any provision of this Annex A. The indemnification obligations of Lessee shall survive indefinitely. To be entitled to such indemnification, Lessee Indemnified Party shall give Lessee reasonably prompt written notice of any breach or of the assertion by a third party of any claim with respect to which Lessee Indemnified Party may bring a claim for indemnification hereunder, and in all events must have supplied such notice to Lessee within the period for the defense of such claims by Lessee. Lessee shall have the right, at its own expense, and within 10 days of its receipt of the foregoing notice, to assume by defense defend and litigate any such third party claim, and such Lessee Indemnified Party shall cooperate in good faith with Lessee to permit Lessee to do so. In the event Lessee declines or fails to assume the defense, then the Should such Lessee Indemnified Party may conduct the defense of the third party claim. Lessee Indemnified Party shall not settle or compromise any claim or matter for which an indemnity would be payable by a Lessee hereunder without the prior written consent of such Lessee, which consent Lessee shall not be unreasonably withheldrelieved of any liability hereunder to such Lessee with respect to such claim or matter.