Indemnity by Lessor. Lessor shall indemnify, hold harmless and defend Lessee from and against any and all claims, actions, damages, liability and expense (including, but not limited to, fees of attorneys and other professional fees) in connection with:
(i) any loss of life, personal injury and/or damage to property arising from or out of the occupancy or use by Lessor (or any other party using the Premises under Lessor) of the Premises or any part thereof, occasioned wholly or in part by any act or omission of the Lessor, its officers, employees, contractors, agents or invitees; or
(ii) by any failure of Lessor to abide by or perform any other term, covenant or condition of this Lease.
Indemnity by Lessor. Lessor agrees to indemnify, defend and hold Lessee harmless from and against any loss, cost, liability, damage or expense, including without limitation, reasonable attorney’s fees incurred in connection with or arising from: (a) Any negligence of Lessor or its employees, agents or contractors in or on the Premises, other than the act or omission of Lessee; and/or (b) Lessor’s failure to carry out its obligations under this Lease.
Indemnity by Lessor. From and after the Closing, Lessor (the "Lessor Indemnifying Party") shall indemnify, defend and hold harmless Lessee and its respective officers, directors, employees, shareholders and agents (collectively, the "Lessor Indemnified Parties") from and against any and all Damages asserted against, resulting to, imposed upon, or incurred or suffered by any of them, directly or indirectly, as a result or arising out from the following:
(i) any inaccuracy in or breach or nonfulfillment of any of the representations, warranties, covenants or agreements made by Lessor in the Lease, this Annex A or the other agreements contemplated hereby;
(ii) any liability of Lessor or liability, including without limitation professional malpractice or general liability claims and claims of liability under either the Medicare or Medicaid programs, arising out of the operation of the Business prior to the Closing which is imposed on Lessee, except to the extent such liability has been expressly assumed by Lessee pursuant to this Annex A or the Assumption Agreements; and
(iii) any misrepresentation in any certificate or other document (collectively, the "Additional Documents") furnished or to be furnished by or on behalf of Lessor under this Annex A. To be entitled to such indemnification, a Lessor Indemnified Party shall give Lessor Indemnifying Party reasonably prompt written notice of any breach or the assertion by a third party of any claim with respect to which a Lessor Indemnified Party may bring a claim for indemnification hereunder, and in all events must have supplied such notice to Lessor Indemnifying Party within the applicable period for defense of such claims by Lessor Indemnifying Party. At the request of Lessor Indemnifying Party, Lessor Indemnified Party shall contest in good faith by appropriate proceedings any claim or matter for which an indemnity may be payable by Lessor Indemnifying Party hereunder. In the alternative, Lessor Indemnifying Party shall also have the right, at its own expense, and at its option, to contest any such third party claim, and such Lessor Indemnified Party shall cooperate in good faith with Lessor Indemnifying Party to permit Lessor Indemnifying Party to do so. Should such Lessor Indemnified Party settle or compromise any claim or matter for which an indemnity may be payable by Lessor Indemnifying Party hereunder without the prior written consent of Lessor Indemnifying Party, which consent shall not be unreasonably withheld, Lessor Ind...
Indemnity by Lessor. During the Construction Term for any Leased Property, Lessor hereby indemnifies each Lender and its Affiliates, successors, permitted assigns, permitted transferees, employees, officers, directors and agents from and against any and all Claims that may be imposed on, incurred by or asserted or threatened to be asserted against, any such Person, arising out of or related to such Leased Property, or the leasing or financing thereof; it being understood that the foregoing provision is subject to Section 4.2.
Indemnity by Lessor. During the Construction Term for any Second Group Property, Lessor hereby indemnifies each Lender and its Affiliates, successors, permitted assigns, permitted transferees, employees, officers, directors and agents from and against any and all Claims that may be imposed on, incurred by or asserted or threatened to be asserted against, any such Person, arising out of or related to such Second Group Property, or the leasing or financing thereof; IT BEING UNDERSTOOD that the foregoing provision is subject to SECTION 4.2.
Indemnity by Lessor. Lessor agrees to indemnify, defend and hold Lessee harmless from and against any loss, cost, liability, damage or expense including, without limitation, reasonable attorney's fees, incurred in connection with or arising from (i) any cause whatsoever in or on the common areas of the Building (any portion of the Building except the Demised Premises) including without limitation, the negligence of Lessor or its employees, agents or contractors, other than the act or omission of Lessee, or (ii) the negligence or intentional acts of Lessor or its employees, agents or contractors in or on the Premises.
Indemnity by Lessor. LESSOR shall and hereby does ---------------------- indemnify LESSEE and hold LESSEE harmless from and against any and all expense, loss, and liability suffered by LESSEE (with the exception of those expenses, losses, and liabilities arising from LESSEE'S own negligence or willful act), by reason of LESSOR'S improper storage, generation, handling, treatment, transportation, disposal, or arrangement for transportation or disposal, of any Hazardous Substances (whether accidental, intentional, or negligent). Such expenses, losses and liabilities shall include, without limitation, (i) any and all expenses that LESSEE may incur to comply with any Environmental Laws as a result of LESSOR'S failure to comply therewith; (ii) any and all costs that LESSEE may incur in studying or, if required by applicable law or regulation, remedying any Contamination at or arising from the Premises, (iii) any and all costs that LESSEE may incur in studying, and, if required by applicable law or regulation removing and/or disposing or otherwise addressing any Hazardous Substances that LESSOR improperly stored, generated, handled, treated, transported or disposed of or failed to remove from the Premises; (iv) any and all fines, penalties or other sanctions assessed upon LESSEE by reason of LESSOR'S failure to comply with Environmental Laws; and (v) any and all legal and professional fees and costs incurred by LESSEE in connection with the foregoing. The indemnity contained herein shall survive the termination or expiration of this Lease but only with regard to conditions or provisions which LESSOR is obligated by this Lease to prevent, correct, or comply with during the Term of this Lease and any extensions thereof. -52-
Indemnity by Lessor. Lessor agrees to indemnify and hold Lessee harmless from any responsibility, liability, loss, expense, attorneys' fees, court costs, costs of defense, and other costs of whatever kind in connection with all suits, claims, demands and actions whatsoever for damages to any person whomsoever arising form the condition, upkeep and maintenance of the Leased Premises for which Lessor is responsible, and Lessor expressly relieves Lessee of any and all liability for injuries or damages caused by any vice or defect of the Leased Premises, the repair and maintenance of which is the responsibility of Lessor.
Indemnity by Lessor. Lessor shall indemnify and hold Tenant ------------------- harmless from and against any and all claims of liability for any injury or damage to any person or property arising from Lessor's use of the Premises prior to the inception of this Lease, or from the conduct of Lessor's business, or from any activity, work or thing done, permitted or suffered by Lessor, its agents, contractors, employees, lessees other than Tenant, or anyone, in or about the Premises, or elsewhere, prior to the inception of this Lease. In the event any action or proceeding is brought against Tenant by reason of any such claim, Lessor upon notice from Tenant shall defend same at Lessor's expense by counsel satisfactory to Tenant.
Indemnity by Lessor. 10 14.3 Exemption of Lessor from Liability................................ 10
