Indemnity by Owner. Owner shall indemnify and save harmless the Contractor from and against all claims, demands, losses, costs, damage, actions, suits or proceedings arising out of its activities under the Contract which are directly attributable to
Indemnity by Owner. To the extent that Manager shall not be fully covered by insurance required to be maintained pursuant to this Agreement or if, after giving effect to the provisions of Section 24.1(b) of this Agreement, Total Operating Revenues are not sufficient to pay all Liabilities, Owner shall indemnify, defend and hold harmless Manager and its directors, officers, employees and agents from and against any damages, loss, liability, cost, action, cause, claim or expense, including attorneys' fees, arising out of, or incurred in connection with the management and operation of the Hotel.
Indemnity by Owner. Owner agrees to indemnify, defend and hold harmless Servicer and its officers, directors, employees, agents and affiliates (each a "Servicer Indemnified Party") from and against any and all Losses resulting from or arising out of (a) any breach by Owner of any of the representations and warranties made by it in this Agreement; (b) any failure of Owner to comply with and perform all of its duties and agreements under this Agreement; (c) and any and all claims, actions or proceedings brought against Servicer by any third party as a result of or based upon the actions or omissions of Owner in the performance of its obligations under this Agreement (provided that such action or inaction was not undertaken at the direction of the Servicer Indemnified Party). Owner shall have no obligation to indemnify, defend or hold any Servicer Indemnified Party harmless in the event that any Losses result from the negligent or wrongful acts or omissions of such person or its agents or employees.
Indemnity by Owner. The Owner agrees to indemnify, defend and hold Manager and its officers, employees, agents and representatives harmless from and against any and all claims, losses, damages, costs and expenses, including reasonable attorneys’ fees through all appeals, (i) arising from or related to the Manager’s entering into and/or performing its duties under this Agreement, including, without limitation, any claims, liabilities, costs and/or expenses incurred by Manager as a result of, related to or arising out of (a) the form of lease agreement used to lease units or other available space at the Project or (b) any claim, incident, injury, loss or damage at, on or related to the Project (whether or not covered by insurance); provided, that such claims, losses, damages, costs or expenses are not directly attributable to the gross negligence, the willful or wanton misconduct or bad faith of Manager; and/or (ii) arising from or related to any action or inaction on the part of the Owner or its employees, agents, or representatives either prior to or after the date of this Agreement.
Indemnity by Owner. Owner hereby agrees to indemnify, defend and hold harmless Developer and the Indemnified Parties of the Developer, to the fullest extent permitted by law, against any and all claims and demands by third-parties and related actions, lawsuits and other proceedings, judgments, awards, settlements, obligations, liabilities, debts, damages and costs and expenses (including without limitation reasonable attorneys’ fees and court costs incurred in connection with the enforcement of this indemnity or otherwise) suffered or incurred by any one or more of them arising out of or related to the Project, or Developer’s services or work hereunder, or any act, omission or failure to act by any of them in connection with the Developer’s services or work hereunder, unless (i) the same results from fraud, gross negligence or willful misconduct of Developer in connection with Developer’s services or work hereunder, Developer acting outside the scope of its duties or authority hereunder, or material breach by Developer of this Agreement or (ii) Developer is separately obligated to Owner, without right of reimbursement, for the same under another provision of this Agreement.
Indemnity by Owner. Owner shall fully indemnify, save harmless and defend Operator, its subcontractors, each of their subsidiaries and Affiliates, and the directors, officers, shareholders, agents, employees, successors and assigns of each of them (the "Operator Indemnified Parties"), from and against any and all Damages, arising out of, resulting from, or related to this Agreement, including without limitation any damage to or destruction of property of, or death of or bodily injury to, any person (whether they are employees of the Operator Indemnified Parties, Operator or any subcontractor, or are persons unaffiliated with the Plants and/or Xxxxx) to the extent the Damages are not included in the Operator indemnification obligation under Section 9.1 above, if the claim or cause of action has arisen prior to the termination, expiration or completion of this Agreement or within 3 (three) years thereafter. It is expressly agreed that where the Operator Indemnified Parties are contributorily grossly negligent, such contributory gross negligence will not preclude recovery under the preceding sentence, but Owner's indemnity will not include Damages to the extent caused by such contributory gross negligence. Owner's aforesaid indemnity is for the exclusive benefit of the Operator Indemnified Parties and in no Operation and Maintenance Agreement - Ormesa Plants event shall inure to the benefit of any other party.
Indemnity by Owner. (a) The Owner shall be fully -------------------- responsible for all liabilities allocated to it under Section 2.8(b)(i) of the Transaction Agreement. The Owner shall be fully responsible for all liabilities allocated to it under Section 2.8(c) of the Transaction Agreement and shall, to the extent not obtained by CRC as required by Section 2.8(c) of the Transaction Agreement, obtain within 60 days after the Closing Date insurance to cover such liabilities from and after the Closing Date. To that end, the Owner agrees to and shall protect, indemnify and hold wholly harmless the Operator and its directors, officers, employees and agents (each, an "Operator Indemnified Person") from and against any and all Damages arising from or attributable to (i) Retained Liabilities and any other liabilities with respect to which it is the responsibility of any Person other than the Operator under the terms of the Transaction Agreement and the Ancillary Agreements to indemnify the Owner, and (ii) liabilities that arise prior to the Closing Date referred to in Section 2.8(b)(i) and Section 2.8(c) of the Transaction Agreement; provided, that for the purposes of this Section 11.2(a), the term "Ancillary Agreements" as used in the parenthetical included in Sections 2.8(b) and 2.8(c) of the Transaction Agreement shall be deemed not to include this Agreement.
(b) Upon payment in full of any indemnity pursuant to this Section 11.2, the Owner shall, to the extent of such payment, be subrogated to any rights of the Operator Indemnified Person in respect of the matter against which such indemnity was given (other than with respect to any insurance policies carried by such Operator Indemnified Person).
Indemnity by Owner. (a) The Owner does hereby agree to defend, indemnify, reimburse and hold harmless the Holder, its Affiliates, and their respective officers, directors, employees, agents and their successors and assigns (collectively, “Holder Indemnified Parties”), and each of them, from and against any and all Losses that the Holder Indemnified Parties may sustain, suffer or incur as a result of:
(i) any Operations conducted on or in respect of the Properties by or on behalf of the Owner that result from or relate to Losses, in any way arising from or connected with any non-compliance by the Owner with any present or future environmental laws; and
(ii) any failure by the Owner to timely and fully perform all abandonment, restoration, remediation and reclamation required by all governmental authorities pertaining or related to the Operations or activities by or on behalf of the Owner on or with respect to the Properties.
(b) The Parties acknowledge that the Holder is acting as agent and trustee for and on behalf of each other Holder Indemnified Party with respect to any rights pursuant to Section 18(a) but the Owner and the Holder agree that they may amend, terminate, revise or replace this Agreement at any time and in any manner whatsoever, notwithstanding any such rights granted pursuant hereto to any such Holder Indemnified Party, without notice to, consent of, or any other obligation whatsoever to, such Holder Indemnified Party.
Indemnity by Owner. Owner shall indemnify and hold harmless Xxxxxx Mechanical and its agents and employees from and against all damages, losses and expenses, including but not limited to attorney’s fees, and arising or resulting from a claim, order, requirement or charge made or brought by a third party or by the federal, state or local government, or any department, agency or subdivision thereof, based, in whole or in part, on: (a) defects in title; (b) negligence; (c) hazardous materials (excepting hazardous materials introduced on the Site by Xxxxxx Mechanical or its subcontractors or vendors); (d) the existence of any substance located on or under the Work site (excepting substances introduced on the Site by Xxxxxx Mechanical or its subcontractors or vendors); (e) a condition of the Work site subject to any law or regulation related to protection of the environment; or (f) any other matters for which Owner shall have responsibility pursuant to this Contract. This indemnification is valid only if (a) Xxxxxx Mechanical gives notice of any claim or lawsuit for which it claims indemnity within time sufficient for Owner to contest such claim, (b) Xxxxxx Mechanical cooperates fully and promptly with Owner in the defense thereof at its expense for all items related to such defense for time of witnesses who are employees of Xxxxxx Mechanical, costs related to travel, production of documents, fees for any counsel it elects to assist it in addition to counsel appointed by Owner for defense of the claim, and (c) Owner has full authority in defense of such lawsuit or claim and to settle such claim, provided that such settlement requires payment of monetary damages only and that Owner can, and does, pay the full cost of any such settlement. In the event that any such damage, loss or expense was caused in part by Xxxxxx Mechanical or by any other person or entity, however, then Owner shall be obliged to pay only the portion of the damage, loss or expense, including reasonable attorney’s fees as is attributable to its relative share of the negligence or omission which caused such damage, loss or expense.
Indemnity by Owner. Owner shall defend, indemnify, protect, and hold Operator harmless from and against all Claims resulting from the negligence, willful misconduct, or breach of this Agreement by Owner, its agents, contractors or employees, invitees, licensees and permittees; provided, however, that such Claims are not due to the sole negligence, willful misconduct, or breach by Operator, its agents, contractors, employees, invitees, licensees, or permittees.
