Common use of Indemnity by Lessor Clause in Contracts

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 Indemnifying Party shall be relieved of any liability hereunder with respect to such claim or matter. The amount of any Damages shall be reduced or reimbursed, as the case may be, by any amount received by Lessor Indemnified Parties with respect thereto under any insurance coverage or from any other party alleged to be responsible therefor. Lessor Indemnified Parties shall use reasonable efforts (but not including instituting litigation or other formal adversarial proceedings) to collect any amounts available under such insurance coverage and from such other party alleged to have responsibility. If a Lessor Indemnified Party receives an amount under insurance coverage or from such other party with respect to Damages at any time subsequent to any indemnification provided by Lessor pursuant to this Section 8.2, then such Lessor Indemnified Party shall promptly reimburse Lessor for any payment made or expense incurred by Lessor in connection with providing such indemnification up to such amount received by the Lessor Indemnified Party. In addition to the foregoing, if any third party payor deducts any amount from payments due Lessor Indemnified Party in respect of claims against or amounts owed by Lessor Indemnifying Party, Lessor Indemnifying Party will promptly reimburse Lessor Indemnified Party for the amounts so deducted within ten (10) days after written demand therefor by Lessor Indemnified Party. Lessor Indemnified Party agrees to give prompt notice to Lessor Indemnifying Party of the assertion of any claim, formal or informal, by any third party payor for which, if deducted by such third party payor, Lessor Indemnified Party would be entitled to reimbursement by Lessor Indemnifying Party hereunder and will cooperate in good faith, at no out-of-pocket cost to Lessor Indemnified Party, with Lessor Indemnifying Party to permit Lessor Indemnifying Party to mitigate the amount of any such claim by any such third party payor.

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 partners, 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 non-fulfillment 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 AgreementsAssignment and Undertaking; 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 Indemnifying Party shall be relieved of any liability hereunder with respect to such claim or matter. The amount of any Damages shall be reduced or reimbursed, as the case may be, by any amount received by Lessor Indemnified Parties with respect thereto under any insurance coverage or from any other party alleged to be responsible therefor. Lessor Indemnified Parties shall use reasonable efforts (but not including instituting litigation or other formal adversarial proceedings) to collect any amounts available under such insurance coverage and from such other party alleged to have responsibility. If a Lessor Indemnified Party receives an amount under insurance coverage or from such other party with respect to Damages at any time subsequent to any indemnification provided by Lessor pursuant to this Section 8.2, then such Lessor Indemnified Party shall promptly reimburse Lessor for any payment made or expense incurred by Lessor in connection with providing such indemnification up to such amount received by the Lessor Indemnified Party. In addition to the foregoing, if any third party payor deducts any amount from payments due Lessor Indemnified Party in respect of claims against or amounts owed by Lessor Indemnifying Party, Lessor Indemnifying Party will promptly reimburse Lessor Indemnified Party for the amounts so deducted within ten (10) days after written demand therefor by Lessor Indemnified Party. Lessor Indemnified Party agrees to give prompt notice to Lessor Indemnifying Party of the assertion of any claim, formal or informal, by any third party payor for which, if deducted by such third party payor, Lessor Indemnified Party would be entitled to reimbursement by Lessor Indemnifying Party hereunder and will cooperate in good faith, at no out-of-pocket cost to Lessor Indemnified Party, with Lessor Indemnifying Party to permit Lessor Indemnifying Party to mitigate the amount of any such claim by any such third party payor.

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 (collectivelyjointly and severally, 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 Hospital 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 AgreementsAgreement; 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 PartyLessor. At the request of Lessor Indemnifying PartyLessor, 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 withheldLessor, Lessor Indemnifying Party shall be relieved of any liability hereunder with respect to such claim or matter. The amount of any Damages shall be reduced or reimbursed, as the case may be, by any amount received by Lessor Indemnified Parties with respect thereto under any insurance coverage or from any other party alleged to be responsible therefor. Lessor Indemnified Parties shall use reasonable efforts (but not including instituting litigation or other formal adversarial proceedings) to collect any amounts available under such insurance coverage and from such other party alleged to have responsibility. If a Lessor Indemnified Party receives an amount under insurance coverage or from such other party with respect to Damages at any time subsequent to any indemnification provided by Lessor pursuant to this Section 8.2, then such Lessor Indemnified Party shall promptly reimburse Lessor for any payment made or expense incurred by Lessor in connection with providing such indemnification up to such amount received by the Lessor Indemnified Party. In addition to the foregoing, if any third party payor deducts any amount from payments due Lessor Indemnified Party in respect of claims against or amounts owed by Lessor Indemnifying Party, Lessor Indemnifying Party will promptly reimburse Lessor Indemnified Party for the amounts so deducted within ten (10) days after written demand therefor by Lessor Indemnified Party. Lessor Indemnified Party agrees to give prompt notice to Lessor Indemnifying Party of the assertion of any claim, formal or informal, by any third party payor for which, if deducted by such third party payor, Lessor Indemnified Party would be entitled to reimbursement by Lessor Indemnifying Party hereunder and will cooperate in good faith, at no out-of-pocket cost to Lessor Indemnified Party, with Lessor Indemnifying Party to permit Lessor Indemnifying Party to mitigate the amount of any such claim by any such third party payor.

Indemnity by Lessor. From Lessor agrees to indemnify and after the Closing, Lessor (the "Lessor Indemnifying Party") shall indemnify, defend save Lessee harmless against 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 againstclaims, resulting toloss, 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 damage 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 expense by or on behalf of Lessor under this Annex A. To be entitled to such indemnificationany person or persons, a Lessor Indemnified Party shall give Lessor Indemnifying Party reasonably prompt written notice of firm or firms, corporation or corporations, arising from any breach or default on the assertion by a third party part of Lessor in the performance of any claim with respect covenant or agreement on the part of Lessor to which a be performed, pursuant to the terms of this Lease, or arising from any negligence or wilful misconduct on the part of Lessor Indemnified Party may bring a claim for indemnification hereunderor its agents, contractors, servants, employees or licensees, or arising from any accident, injury or damage to the extent caused by the negligence or wilful misconduct of Lessor or its agents or employees to any person, firm or corporation occurring during the term of this Lease or any renewal thereof, in or about the Premises and the Office Complex, and from and against all costs, reasonable counsel fees, expenses and liabilities incurred in all events must have supplied or about any such claim or action or proceeding brought thereon; and in case any such action or proceeding be brought against Lessee by reason of any such claim, Lessor, upon notice from Lessee, covenants to Lessor Indemnifying Party within resist or defend such action or proceeding by counsel reasonably satisfactory to Lessee; provided, however, that notwithstanding anything to the applicable period for defense of such claims by Lessor Indemnifying Party. At the request of Lessor Indemnifying Partycontrary contained in this Article, 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 withheldliable for, and Lessor Indemnifying Party shall be relieved not indemnify Lessee against or from, (a) any consequential damages of Lessee, which shall include without limitation any loss of business or loss of profits, or (b) any claim which Lessee has waived pursuant to Article VI of this Lease, or (c) any claim which is not covered by, or exceeds the limits of, Lessor's general public liability hereunder with respect insurance policy. Exhibit C FIRST AMENDMENT TO OFFICE LEASE SCOTTSDALE NORTHSIGHT This First Amendment to such claim or matter. The amount Office Lease (the "Amendment") dated as of any Damages shall be reduced or reimbursedthe 30th day of June, as the case may be1998, by any amount received by Lessor Indemnified Parties with respect thereto under any insurance coverage or from any other party alleged to be responsible therefor. Lessor Indemnified Parties shall use reasonable efforts and between OPUS WEST CORPORATION, a Minnesota corporation (but not including instituting litigation or other formal adversarial proceedings"Lessor") to collect any amounts available under such insurance coverage and from such other party alleged to have responsibility. If JDA SOFTWARE GROUP, INC., a Lessor Indemnified Party receives an amount under insurance coverage or from such other party with respect to Damages at any time subsequent to any indemnification provided by Lessor pursuant to this Section 8.2, then such Lessor Indemnified Party shall promptly reimburse Lessor for any payment made or expense incurred by Lessor in connection with providing such indemnification up to such amount received by the Lessor Indemnified Party. In addition to the foregoing, if any third party payor deducts any amount from payments due Lessor Indemnified Party in respect of claims against or amounts owed by Lessor Indemnifying Party, Lessor Indemnifying Party will promptly reimburse Lessor Indemnified Party for the amounts so deducted within ten Delaware corporation (10) days after written demand therefor by Lessor Indemnified Party. Lessor Indemnified Party agrees to give prompt notice to Lessor Indemnifying Party of the assertion of any claim, formal or informal, by any third party payor for which, if deducted by such third party payor, Lessor Indemnified Party would be entitled to reimbursement by Lessor Indemnifying Party hereunder and will cooperate in good faith, at no out-of-pocket cost to Lessor Indemnified Party, with Lessor Indemnifying Party to permit Lessor Indemnifying Party to mitigate the amount of any such claim by any such third party payor"Lessee").