JOINT INDEMNITY. (a) To the fullest extent permitted by law, but subject to Section 10.5 below, Tenant shall defend, indemnify and hold harmless Landlord, its agents, lenders, and any and all affiliates of Landlord, from and against any and all claims, liabilities, costs or expenses arising either before or after the Commencement Date from Tenant’s use or occupancy of the Premises, the Building or the Common Areas, or from the conduct of its business, or from any activity, work, or thing done, permitted or suffered by Tenant or its agents, employees, subtenants, vendors, contractors, invitees or licensees in or about the Premises, the Building or the Common Areas, or from any Default in the performance of any obligation on Tenant’s part to be performed under this Lease, or from any act or negligence of Tenant or its agents, employees, subtenants, vendors, contractors, invitees or licensees. Landlord may, at its option, require Tenant to assume Landlord’s defense in any action covered by this Section 10.3(a) through counsel reasonably satisfactory to Landlord. Notwithstanding the foregoing, Tenant shall not be obligated to indemnify Landlord against any liability or expense to the extent such liability or expense: (i) is ultimately determined to have been caused by the sole negligence or willful misconduct of Landlord, its agents, contractors or employees, or (ii) covered by Landlord’s indemnity obligations set forth in Section 10.3(b) below.
JOINT INDEMNITY. (a) To the fullest extent permitted by law, but subject to Section 10.5 below, Tenant shall defend, indemnify and hold harmless Landlord and Ground Lessor, and their respective agents, employees, lenders and affiliates, from and against any and all claims, liabilities, costs or expenses arising either before or after the Commencement Date from Tenant’s use or occupancy of the Premises, the Building or the Common Areas, or from the conduct of its business, or from any activity, work, or thing done, permitted or suffered by Tenant or its agents, employees, subtenants, vendors, contractors, invitees or licensees in or about the Premises, the Building or the Common Areas, or from any Default in the performance of any obligation on Tenant’s part to be performed under this Lease, or from any act or negligence of Tenant or its agents, employees, subtenants, vendors, contractors, invitees or licensees. Notwithstanding the foregoing, Tenant shall not be obligated to indemnify Landlord against any liability or expense to the extent it is ultimately determined that the same was caused by the sole negligence or willful misconduct of Landlord, its agents, contractors or employees. In cases of alleged negligence asserted by third parties against Landlord which arise out of, are occasioned by, or in any way attributable to Tenant, its agents, employees, contractors, licensees or invitees use and occupancy of the Building or the Common Areas, or from the conduct of its business or from any activity, work or thing done, permitted or suffered by Tenant or its agents, employees, invitees or licensees on Tenant’s part to be performed under this Lease, or from any negligence or willful misconduct of Tenant, its agents, employees, licensees or invitees, Tenant shall accept any tender of defense for Landlord and shall, notwithstanding any allegation of negligence or willful misconduct on the part of the Landlord, defend Landlord with counsel reasonably satisfactory to Landlord and protect and hold Landlord harmless and pay all costs, expenses and attorneys’ fees incurred in connection with such litigation, provided that Tenant shall not be liable for any such injury or damage, and Landlord shall reimburse Tenant for the reasonable attorneys’ fees and costs for the attorney representing both parties, all to the extent and in the proportion that such injury or damage is ultimately determined by a court of competent jurisdiction (or in connection with any negotiated settlement agre...
JOINT INDEMNITY. Without limiting the generality of each party’s right to assert any claim against the other for breach of any of the other’s representations, warranties or covenants contained in this Lease, Lessor and Lessee indemnify and hold harmless the other, their respective Affiliates, heirs, legal representatives, successors and assigns, from and against any loss, damage, liability or expense, including, without limitation, reasonable attorneys’ fees, arising from or in connection with any such party’s misstatement, misrepresentation or breach of any representation, covenant or warranty set forth in this Lease.
JOINT INDEMNITY. (a) To the fullest extent permitted by law, Tenant shall defend, indemnify, protect, save and hold harmless Landlord, its agents, and affiliates of Landlord, including, without limitation, any corporations or other entities controlling, controlled by or under common control with Landlord, from and against any and all claims, liabilities, costs or expenses arising either before or after the Commencement Date from Tenant's use or occupancy of the Premises, the Building or the Common Areas, including, without limitation, the use by Tenant, its agents, employees, invitees or licensees of any recreational facilities within the Common Areas, or from the conduct of its business, or from any activity, work, or thing done, permitted or suffered by Tenant or its agents, employees, invitees or licensees in or about the Premises, the Building or the Common Areas, or from any Event of Default in the performance of any obligation on Tenant's part to be performed under this Lease, or from any act or negligence of Tenant or its agents, employees, visitors, patrons, guests, invitees or licensees. Landlord may, at its option, require Tenant to assume Landlord's defense in any action covered by this Section 10.3(a) through counsel reasonably satisfactory to Landlord. The provisions of this Section 10.3(a) shall expressly survive the expiration or sooner termination of this Lease. Tenant's obligations under this Section shall not apply in the event that the claim, liability, cost or expense is (i) caused by the active negligence or willful misconduct of Landlord, or (ii) is covered by Landlord's indemnity obligations set forth in Section 10.3(b) below.
JOINT INDEMNITY. Each party (the “Indemnifying Party”) agrees to indemnify and hold the other party, its owners, and employees (the “Indemnified Parties”) harmless against liability for personal injury and property damage claims caused by the Indemnifying Party.
JOINT INDEMNITY. 26 SECTION 10.4. LANDLORD'S NON LIABILITY...................................................................... 28 SECTION 10.5.
JOINT INDEMNITY. Except as provided in Sections 54.1 and 54.2, each Party shall indemnify the other Party and its respective directors, Groundwater Replenishment System Steering Committee members, employees and agents against, and hold completely free and harmless from, any Losses arising from the design and construction of facilities pursuant to this Agreement; provided, however, that such indemnity shall be made only to the extent necessary to allocate such Loss between the Parties in a proportion equal to the Parties’ cost-sharing obligations under this Agreement with respect to the design and construction of the facilities out of which such Loss arose.
JOINT INDEMNITY. (a) To the fullest extent permitted by law, Tenant shall defend, indemnity, protect, save and hold harmless Landlord, its agents, and any and all affiliates of Landlord, including, without limitation, any corporations or other entities controlling, controlled by or under common control with Landlord, from and against any and all claims, liabilities, costs or expenses arising either before or after the Commencement Date from Tenant’s use or occupancy of the Premises, the Building or the Common Areas, including, without limitation, the use by Tenant, its agents, employees, invitees or licensees of any recreational facilities within the Common Areas, or from the conduct of its business, or from any activity, work, or thing done, permitted or suffered by Tenant or its agents, employees, invitees or licensees in or about the Premises, the Building or the Common Areas, or from any Event of Default in the performance of any obligation on Tenant’s part to be performed under this Lease, or from any act or negligence of Tenant or its agents, employees, visitors, patrons, guests, invitees or licensees. Landlord may, at its option, require Tenant to assume Landlord’s defense in any action covered by this Section through counsel satisfactory to Landlord. The provisions of this Section shall expressly survive the expiration or sooner termination of this Lease. Tenant’s obligations under this Section shall not apply in the event that the claim, liability, cost or expense is caused solely by the active negligence or willful misconduct of Landlord.
JOINT INDEMNITY. If any liability, loss, claim, damage, demand, penalty, cause of action, judgment or suit arises from the joint negligence or intentional conduct of BNSF and/or OTP and/or a third party, each party's responsibility for its portion of the liability, loss, claim, damage, penalty, cause of action, or suit shall be as determined in accordance will applicable law.
JOINT INDEMNITY. Endo and Algos shall be jointly liable for all liability and costs (including reasonable attorneys' fees), not covered by the Provisions of Paragraph 11.2 or 11.3 herein, arising out of any suit, action, legal proceeding, claim or demand of whatever kind or character by a Third Party and arising out of the research, development, testing, manufacture, sale or use of any Licensed Product by Endo, Algos or their affiliates (other than those claims which are subject to the indemnity provisions of Paragraph 11.2 or 11.3 herein).
