Common use of Lessee Indemnity Clause in Contracts

Lessee Indemnity. Except with respect to matters for which Manager is obligated to provide indemnification pursuant to Section 25.01, Lessee shall indemnify and hold Manager (and Manager’s agents, principals, shareholders, partners, members, officers, directors, attorneys and employees) harmless from and against all liabilities, losses, claims, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees and expenses) which are not covered by insurance proceeds and that may be incurred by or asserted against such party and that arise from or in connection with (a) the performance of Manager’s services under this Agreement; (b) the condition or use of the Hotel, to the fullest extent permitted by law, including without limitation, any injury to person(s) or damage to property or business by reason of any cause whatsoever in or about the Hotel; (c) any Employee Related Termination Costs, including any liability to which Manager is subjected pursuant to the WARN Act in connection with the termination of this Agreement, provided that Manager has provided notices in the form (other than any reference to the time period) required by the WARN Act within five (5) business days of Manager’s receipt of a notice of the termination of this Agreement (excluding any termination of this Agreement which results from the commission of any theft, embezzlement or other criminal misappropriation of funds of the Hotel or from the Lessee or any fraud or felony by any Executive Employee that relates to or materially affects the operation or reputation of the Hotel); (d) the Employee Costs and Expenses as set forth in Article IX herein above; or (e) any Employee Claims, but excluding any Excluded Employee Claims. Manager shall promptly provide Lessee with written Notice of any claim or suit brought against it by a third party which might result in such indemnification. THIS INDEMNITY PROVISION IS INTENDED TO INDEMNIFY MANAGER (i) AGAINST THE CONSEQUENCES OF ITS OWN NEGLIGENCE OR FAULT WHEN MANAGER IS SOLELY NEGLIGENT OR CONTRIBUTORILY, PARTIALLY, JOINTLY, COMPARATIVELY OR CONCURRENTLY NEGLIGENT WITH LESSEE OR ANY OTHER PERSON (BUT IS NOT GROSSLY NEGLIGENT, HAS NOT COMMITTED AN INTENTIONAL ACT OR MADE INTENTIONAL OMISSION) AND (ii) AGAINST ANY LIABILITY OF MANAGER BASED ON ANY APPLICABLE DOCTRINE OF STRICT LIABILITY.

Lessee Indemnity. Except with respect to matters for which Manager is obligated to provide indemnification pursuant to Section 25.01, Lessee shall indemnify and hold Manager (and Manager’s agents, principals, shareholders, partners, members, officers, directors, attorneys and employees) harmless from and against all liabilities, losses, claims, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees and expenses) which are not covered by insurance proceeds and that may be incurred by or asserted against such party and that arise from or in connection with (a) the performance of Manager’s services under this Agreement; or (b) the condition or use of the Hotel, to the fullest extent permitted by law, including without limitation, any injury to person(s) or damage to property or business by reason of any cause whatsoever in or about the Hotel; (c) any Employee Related Termination Costs, including any liability to which Manager is subjected pursuant to the WARN Act in connection with the termination of this Agreement, provided that Manager has provided notices in the form (other than any reference to the time period) required by the WARN Act within five (5) business days of Manager’s receipt of a notice of the termination of this Agreement (excluding any termination of this Agreement which results from the commission of any theft, embezzlement or other criminal misappropriation of funds of the Hotel or from the Lessee or any fraud or felony by any Executive Employee that relates to or materially affects the operation or reputation of the Hotel); (d) the Employee Costs and Expenses as set forth in Article IX herein above; or (e) any Employee Claims, but excluding any Excluded Employee Claims. Manager shall promptly provide Lessee with written Notice of any claim or suit brought against it by a third party which might result in such indemnification. THIS INDEMNITY PROVISION IS INTENDED TO INDEMNIFY MANAGER (i) AGAINST THE CONSEQUENCES OF ITS OWN NEGLIGENCE OR FAULT WHEN MANAGER IS SOLELY NEGLIGENT OR CONTRIBUTORILY, PARTIALLY, JOINTLY, COMPARATIVELY OR CONCURRENTLY NEGLIGENT WITH LESSEE OR ANY OTHER PERSON (BUT IS NOT GROSSLY NEGLIGENT, HAS NOT COMMITTED AN INTENTIONAL ACT OR MADE INTENTIONAL OMISSION) AND (ii) AGAINST ANY LIABILITY OF MANAGER BASED ON ANY APPLICABLE DOCTRINE OF STRICT LIABILITY.

Lessee Indemnity. Except with respect to matters for which Manager is obligated to provide indemnification pursuant to Section 25.01, Lessee shall indemnify and hold Manager (and Manager’s agents, principals, shareholders, partners, members, officers, directors, attorneys and employees) harmless from and against all liabilities, losses, claims, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees and expenses) which are not covered by insurance proceeds and that may be incurred by or asserted against such party and that arise from or in connection with (a) the performance of Manager’s services under and in accordance with this Agreement; (b) the condition or use of the HotelHotels, to the fullest extent permitted by law, including without limitation, any injury to person(s) or damage to property or business by reason of any cause whatsoever in or about the HotelHotels; (c) any Employee Related Termination Costs, including any liability to which Manager is subjected pursuant to the WARN Act in connection with the termination of this Agreement, provided that Manager has provided notices in the form (other than any reference to the time period) required by the WARN Act within five (5) business days of Manager’s receipt of a notice of the termination of this Agreement (excluding any termination of this Agreement which results from the commission of any theft, embezzlement or other criminal misappropriation of funds of the Hotel Hotels or from the Lessee or any fraud or felony by any Executive Employee that relates to or materially affects the operation or reputation of the HotelHotels); (d) the Employee Costs and Expenses as set forth in Article IX herein above; or (e) any Employee Claims, but excluding any Excluded Employee Claims. Manager shall promptly provide Lessee with written Notice of any claim or suit brought against it by a third party which might result in such indemnification. THIS INDEMNITY PROVISION IS INTENDED TO INDEMNIFY MANAGER (i) AGAINST THE CONSEQUENCES OF ITS OWN NEGLIGENCE OR FAULT WHEN MANAGER IS SOLELY NEGLIGENT OR CONTRIBUTORILY, PARTIALLY, JOINTLY, COMPARATIVELY OR CONCURRENTLY NEGLIGENT WITH LESSEE OR ANY OTHER PERSON (BUT IS NOT GROSSLY NEGLIGENT, HAS NOT COMMITTED AN INTENTIONAL ACT OR MADE INTENTIONAL OMISSION) AND (ii) AGAINST ANY LIABILITY OF MANAGER BASED ON ANY APPLICABLE DOCTRINE OF STRICT LIABILITY. Notwithstanding anything to the contrary contained herein, Lessee’s indemnity obligation shall be several and only the Lessee of a specific Hotel pursuant to which the indemnity obligation relates shall be liable to Manager hereunder.

Lessee Indemnity. Except with respect to matters for which Manager is obligated to provide indemnification pursuant to Section 25.0125.1, Lessee shall indemnify and hold Manager (and Manager’s agents, principals, shareholders, partners, members, officers, directors, attorneys and employees) harmless from and against all liabilities, losses, claims, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees and expenses) which are not covered by insurance proceeds and that may be incurred by or asserted against such party and that arise from 42 or in connection with (a) the performance of Manager’s services under this Agreement; (b) the condition or use of the HotelHotels, to the fullest extent permitted by law, including without limitation, any injury to person(s) or damage to property or business by reason of any cause whatsoever in or about the HotelHotels; (c) any Employee Related Termination Costs, including any liability to which Manager is subjected pursuant to the WARN Warn Act in connection with the termination of this Agreement, provided that Manager has provided notices in the form (other than any reference to the time period) required by the WARN Warn Act within five (5) business days of Manager’s receipt of a notice of the termination of this Agreement (excluding any termination of this Agreement which results from the commission of any theft, embezzlement or other criminal misappropriation of funds of the Hotel Hotels or from the Lessee or any fraud or felony by any Executive Employee that relates to or materially affects the operation or reputation of the HotelHotels); (d) the Employee Costs and Expenses as set forth in Article IX herein above; or (e) any Employee Claims, but excluding any Excluded Employee Claims. Manager shall promptly provide Lessee with written Notice of any claim or suit brought against it by a third party which might result in such indemnification. THIS INDEMNITY PROVISION IS INTENDED TO INDEMNIFY MANAGER (i) AGAINST THE CONSEQUENCES OF ITS OWN NEGLIGENCE OR FAULT WHEN MANAGER IS SOLELY NEGLIGENT OR CONTRIBUTORILY, PARTIALLY, JOINTLY, COMPARATIVELY OR CONCURRENTLY NEGLIGENT WITH LESSEE OR ANY OTHER PERSON (BUT IS NOT GROSSLY NEGLIGENT, HAS NOT COMMITTED AN INTENTIONAL ACT OR MADE INTENTIONAL OMISSION) AND (ii) AGAINST ANY LIABILITY OF MANAGER BASED ON ANY APPLICABLE DOCTRINE OF STRICT LIABILITY.

Lessee Indemnity. Except with respect to matters for which Manager is obligated to provide indemnification pursuant to Section SECTION 25.01, and except with respect to matters that constitute a breach of any of the representations, warranties or agreements made by any of the grantors pursuant to the Omnibus Option Agreement dated May 15, 2003, among the Partnership and the grantors named therein or pursuant to any of the closing documents or other instruments, certificates or agreements delivered in connection therewith, provided that such representations, warranties or agreements are then surviving pursuant to the terms of said Omnibus Option Agreement. Lessee shall indemnify and hold Manager (and Manager’s 's agents, principals, shareholders, partners, members, officers, directors, attorneys and employees) harmless from and against all liabilities, losses, claims, damages, costs and expenses (including, but not limited to, reasonable attorneys’ ' fees and expenses) which are not covered by insurance proceeds and that may be incurred by or asserted against such party and that arise from or in connection with (a) the performance of Manager’s 's services under this Agreement; (b) the condition or use of the HotelHotels, to the fullest extent permitted by law, including without limitation, any injury to person(s) or damage to property or business by reason of any cause whatsoever in or about the HotelHotels; (c) any Employee Related Termination Costs, including any liability to which Manager is subjected pursuant to the WARN Act in connection with the termination of this Agreement, provided that Manager has provided notices in the form (other than any reference to the time period) required by the WARN Act within five (5) business days of Manager’s 's receipt of a notice of the termination of this Agreement (excluding any termination of this Agreement which results from the commission of any theft, embezzlement or other criminal misappropriation of funds of the Hotel Hotels or from the Lessee or any fraud or felony by any Executive Employee that relates to or materially affects the operation or reputation of the HotelHotels); (d) the Employee Costs and Expenses as set forth in Article ARTICLE IX herein above; or (e) any Employee Claims, but excluding any Excluded Employee Claims. Manager shall promptly provide Lessee with written Notice of any claim or suit brought against it by a third party which might result in such indemnification. THIS INDEMNITY PROVISION IS INTENDED TO INDEMNIFY MANAGER (i) AGAINST THE CONSEQUENCES OF ITS OWN NEGLIGENCE OR FAULT WHEN MANAGER IS SOLELY NEGLIGENT OR CONTRIBUTORILY, PARTIALLY, JOINTLY, COMPARATIVELY OR CONCURRENTLY NEGLIGENT WITH LESSEE OR ANY OTHER PERSON (BUT IS NOT GROSSLY NEGLIGENT, HAS NOT COMMITTED AN INTENTIONAL ACT OR MADE INTENTIONAL OMISSION) AND (iiII) AGAINST ANY LIABILITY OF MANAGER BASED ON ANY APPLICABLE DOCTRINE OF STRICT LIABILITY.

Lessee Indemnity. Except with respect to matters for which Manager is obligated to provide indemnification pursuant to Section 25.01, and except with respect to matters that constitute a breach of any of the representations, warranties or agreements made by any of the grantors pursuant to the Omnibus Option Agreement dated May 15, 2003, among the Partnership and the grantors named therein or pursuant to any of the closing documents or other instruments, certificates or agreements delivered in connection therewith, provided that such representations, warranties or agreements are then surviving pursuant to the terms of said Omnibus Option Agreement. Lessee shall indemnify and hold Manager (and Manager’s agents, principals, shareholders, partners, members, officers, directors, attorneys and employees) harmless from and against all liabilities, losses, claims, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees and expenses) which are not covered by insurance proceeds and that may be incurred by or asserted against such party and that arise from or in connection with (a) the performance of Manager’s services under this Agreement; (b) the condition or use of the HotelHotels, to the fullest extent permitted by law, including without limitation, any injury to person(s) or damage to property or business by reason of any cause whatsoever in or about the HotelHotels; (c) any Employee Related Termination Costs, including any liability to which Manager is subjected pursuant to the WARN Act in connection with the termination of this Agreement, provided that Manager has provided notices in the form (other than any reference to the time period) required by the WARN Act within five (5) business days of Manager’s receipt of a notice of the termination of this Agreement (excluding any termination of this Agreement which results from the commission of any theft, embezzlement or other criminal misappropriation of funds of the Hotel Hotels or from the Lessee or any fraud or felony by any Executive Employee that relates to or materially affects the operation or reputation of the HotelHotels); (d) the Employee Costs and Expenses as set forth in Article IX herein above; or (e) any Employee Claims, but excluding any Excluded Employee Claims. Manager shall promptly provide Lessee with written Notice of any claim or suit brought against it by a third party which might result in such indemnification. THIS INDEMNITY PROVISION IS INTENDED TO INDEMNIFY MANAGER (i) AGAINST THE CONSEQUENCES OF ITS OWN NEGLIGENCE OR FAULT WHEN MANAGER IS SOLELY NEGLIGENT OR CONTRIBUTORILY, PARTIALLY, JOINTLY, COMPARATIVELY OR CONCURRENTLY NEGLIGENT WITH LESSEE OR ANY OTHER PERSON (BUT IS NOT GROSSLY NEGLIGENT, HAS NOT COMMITTED AN INTENTIONAL ACT OR MADE INTENTIONAL OMISSION) AND (ii) AGAINST ANY LIABILITY OF MANAGER BASED ON ANY APPLICABLE DOCTRINE OF STRICT LIABILITY.

Lessee Indemnity. Except with respect During the Ancillary Equipment Site Lease Term, the Lessee assumes liability for, and agrees to matters for which Manager is obligated to provide indemnification pursuant to Section 25.01protect, Lessee shall indemnify defend, indemnify, save and hold Manager (harmless and Manager’s agents, principals, shareholders, partners, members, officers, directors, attorneys and employees) harmless keep whole the Lessor from and against any and all liabilitiesliabilities (including without limitation liabilities arising out of the doctrine of strict liability), obligations, losses, claims, actions, suits, causes of action, judgments, damages, costs penalties, costs, disbursements and expenses (includingincluding without limitation counsel fees), but not limited towhether founded or unfounded, reasonable attorneys’ fees and expenses) which are not covered by insurance proceeds and that may be of whatsoever kind or nature, imposed on, incurred by or asserted against such party and that arise the Lessor or any other Person, relating to or arising from (i) the conduct, operation or management of, or any work, act or omission whatsoever done in connection with or on the Ancillary Equipment, the Ancillary Equipment Site or the Ancillary Equipment Site Easement, (aii) any breach or default on the part of the Lessee in the performance of Manager’s services under this Agreement; (b) any covenant or obligation on the condition or use part of the Hotel, Lessee to the fullest extent permitted by law, including without limitation, any injury to person(s) or damage to property or business by reason of any cause whatsoever in or about the Hotel; (c) any Employee Related Termination Costs, including any liability to which Manager is subjected be performed pursuant to the WARN Act in connection with the termination terms of this AgreementAncillary Equipment Site Lease, provided that Manager has provided notices in the form (other than iii) any reference to the time period) required by the WARN Act within five (5) business days tortious act or negligence of Manager’s receipt of a notice of the termination of this Agreement (excluding any termination of this Agreement which results from the commission of any theft, embezzlement or other criminal misappropriation of funds of the Hotel or from the Lessee or any fraud or felony by any Executive Employee that relates to or materially affects the operation or reputation of the Hotel); (d) Lessee's agents, contractors, servants, employees, invitees, licensees or guests with respect to the Employee Costs and Expenses as set forth in Article IX herein above; Ancillary Equipment, the Ancillary Equipment Site or the Ancillary Equipment Site Easement or any other property of the Lessee on the Ancillary Equipment Site or (eiv) any Employee Claimsaccident, but excluding injury or damage whatsoever caused to any Excluded Employee Claims. Manager person or property in or on the Ancillary Equipment, the Ancillary Equipment Site or the Ancillary Equipment Site Easement or any other property of the Lessee on the Ancillary Equipment Site; provided, however, that the Lessee shall promptly provide not be required to indemnify the Lessor for any liability arising out of acts or events occurring after the end of the Ancillary Equipment Site Lease Term, and provided, further, however, that the Lessee with written Notice shall not be required to indemnify the Lessor for any liability arising out of any claim work, act or suit brought against it omission whatsoever done by a third party which might result in such indemnification. THIS INDEMNITY PROVISION IS INTENDED TO INDEMNIFY MANAGER Lessor at any time (i) AGAINST THE CONSEQUENCES OF ITS OWN NEGLIGENCE OR FAULT WHEN MANAGER IS SOLELY NEGLIGENT OR CONTRIBUTORILY, PARTIALLY, JOINTLY, COMPARATIVELY OR CONCURRENTLY NEGLIGENT WITH LESSEE OR ANY OTHER PERSON (BUT IS NOT GROSSLY NEGLIGENT, HAS NOT COMMITTED AN INTENTIONAL ACT OR MADE INTENTIONAL OMISSION) AND (ii) AGAINST ANY LIABILITY OF MANAGER BASED ON ANY APPLICABLE DOCTRINE OF STRICT LIABILITYwhether pursuant to the Services or Supply Agreement or otherwise).

Lessee Indemnity. Except with respect During the Xxxxx Complex Ground Lease Term, ---------------- the Lessee assumes liability for, and agrees to matters for which Manager is obligated to provide indemnification pursuant to Section 25.01protect, Lessee shall indemnify defend, indemnify, save and hold Manager (harmless and Manager’s agents, principals, shareholders, partners, members, officers, directors, attorneys and employees) harmless keep whole the Lessor from and against any and all liabilitiesliabilities (including without limitation liabilities arising out of the doctrine of strict liability), obligations, losses, claims, actions, suits, causes of action, judgments, damages, costs penalties, costs, disbursements and expenses (includingincluding without limitation counsel fees), but not limited towhether founded or unfounded, reasonable attorneys’ fees and expenses) which are not covered by insurance proceeds and that may be of whatsoever kind or nature, imposed on, incurred by or asserted against such party and that arise the Lessor or any other Person, relating to or arising from (i) the conduct, operation or management of, or any work, act or omission whatsoever done in connection with or on the Xxxxx Complex, the Xxxxx Complex Site or the Easements, (aii) any breach or default on the part of the Lessee in the performance of Manager’s services under this Agreement; (b) any covenant or obligation on the condition or use part of the Hotel, Lessee to the fullest extent permitted by law, including without limitation, any injury to person(s) or damage to property or business by reason of any cause whatsoever in or about the Hotel; (c) any Employee Related Termination Costs, including any liability to which Manager is subjected be performed pursuant to the WARN Act in connection with the termination terms of this AgreementXxxxx Complex Ground Lease, provided that Manager has provided notices in the form (other than iii) any reference to the time period) required by the WARN Act within five (5) business days tortious act or negligence of Manager’s receipt of a notice of the termination of this Agreement (excluding any termination of this Agreement which results from the commission of any theft, embezzlement or other criminal misappropriation of funds of the Hotel or from the Lessee or any fraud or felony by any Executive Employee that relates to or materially affects the operation or reputation of the Hotel); (d) Lessee's agents, contractors, servants, employees, invitees, licensees or guests with respect to the Employee Costs and Expenses as set forth in Article IX herein above; Xxxxx Complex, the Xxxxx Complex Site or the Easements or any other property of the Lessee on the Xxxxx Complex Site, or (eiv) any Employee Claimsaccident, but excluding injury or damage whatsoever caused to any Excluded Employee Claims. Manager person or property in or on the Xxxxx Complex, the Xxxxx Complex Site or the Easements or any other property of the Lessee on the Xxxxx Complex Site; provided, however, that the Lessee shall promptly provide not be required to indemnify the Lessor for any liability arising out of acts or events occurring after the end of the Xxxxx Complex Ground Lease Term, and provided further, however, that the Lessee with written Notice shall not be required to indemnify the Lessor for any liability arising out of any claim work, act or suit brought against it omission whatsoever done by a third party which might result in such indemnification. THIS INDEMNITY PROVISION IS INTENDED TO INDEMNIFY MANAGER the Lessor at any time (i) AGAINST THE CONSEQUENCES OF ITS OWN NEGLIGENCE OR FAULT WHEN MANAGER IS SOLELY NEGLIGENT OR CONTRIBUTORILY, PARTIALLY, JOINTLY, COMPARATIVELY OR CONCURRENTLY NEGLIGENT WITH LESSEE OR ANY OTHER PERSON (BUT IS NOT GROSSLY NEGLIGENT, HAS NOT COMMITTED AN INTENTIONAL ACT OR MADE INTENTIONAL OMISSION) AND (ii) AGAINST ANY LIABILITY OF MANAGER BASED ON ANY APPLICABLE DOCTRINE OF STRICT LIABILITYwhether pursuant to the Services and Supply Agreement or otherwise).