Common use of Lessee Indemnity Clause in Contracts

Lessee Indemnity. Lessee assumes liability for and shall indemnify, save, and hold harmless Lessor and Lessor’s officers, directors, employees, agents and assignees from and against any and all third party claims, actions, suits or proceedings of any kind and nature whatsoever, including all damages, liabilities, penalties, costs, expenses and reasonable consultant and legal fees (hereinafter “Claim(s)”) based on, arising out of, connected with or resulting from the Equipment, Lessee’s obligations under this Agreement, or Lessee’s possession, use or operation of the Equipment including, without limitation, Claims relating to ownership, use, possession or disposal of the Equipment, Claims arising in contract or tort (including negligence, strict liability or otherwise), Claims arising out of latent defects of the Equipment (regardless of whether the same are discoverable by Lessor or Lessee), Claims arising out of or relating to the violation of applicable law, including environmental law, or the existence or release of hazardous materials at the site where the Equipment is located, or Claims arising out of any trademark, patent or copyright infringement, but excluding (a) any Claims that accrue in respect of circumstances that occur after Lessor has taken possession of the Equipment after termination of this Agreement, provided that such Claims do not relate to Lessee’s use, possession or operation of the Equipment, (b) any Claims that result from the gross negligence or willful misconduct of Lessor, and (c) Claims for Taxes (it being agreed that Lessee’s indemnification obligations with respect to Taxes are set forth in Sections 10 and 18). If any Claim is made against Lessee or Lessor, the Party receiving notice of such Claim shall promptly notify the other, but the failure of such person receiving notice to notify the other shall not relieve Lessee of any obligation hereunder.

Lessee Indemnity. Lessee assumes liability for and shall indemnify, save, and hold harmless Lessor and Lessor’s officers, directors, employees, agents and assignees from and against any and all third party claims, actions, suits or proceedings of any kind and nature whatsoever, including all damages, liabilities, penalties, costs, expenses and reasonable consultant and legal fees (hereinafter “Claim(s)”) based on, arising out of, connected with or resulting from the Equipment, the use or possession of the site where the Equipment is located, Lessee’s obligations under this Agreement, or Lessee’s possession, use or operation of the Equipment including, without limitation, Claims relating to ownership, use, possession or disposal of the Equipment, Claims arising in contract or tort (including negligence, strict liability or otherwise), Claims arising out of latent defects of the Equipment (regardless of whether the same are discoverable by Lessor or Lessee), Claims arising out of or relating to the violation of applicable law, including environmental law, or the existence or release of hazardous materials at the site where the Equipment is located, or Claims arising out of any trademark, patent or copyright infringement, but excluding (a) any Claims that accrue in respect of circumstances that occur after Lessor has taken possession of the Equipment after termination of this Agreement, provided that such Claims do not relate to Lessee’s use, possession or operation of the Equipment, (b) any Claims that result from the gross negligence or willful misconduct of Lessor, and (c) Claims for Taxes (it being agreed that Lessee’s indemnification obligations with respect to Taxes are set forth in Sections 10 and 18). If any Claim is made against Lessee or Lessor, the Party receiving notice of such Claim shall promptly notify the other, but the failure of such person receiving notice to notify the other shall not relieve Lessee of any obligation hereunder, except for obligations for any expenses or direct damages solely to the extent attributable to Lessor’s failure to so notify Lessee.

Lessee Indemnity. Lessee assumes liability for and shall indemnify, save, defend and hold Lessor harmless Lessor and Lessor’s officers, directors, employees, agents and assignees from and against any and all third party claims, actionsdamages, suits or proceedings of any kind and nature whatsoever, including all damageslosses, liabilities, penaltiesand costs and expenses (including reasonable attorneys’ fees and costs) arising directly or indirectly, costsin whole or in part, expenses and reasonable consultant and legal fees (hereinafter “Claim(s)”) based onout of any failure by Lessee to surrender the Premises to Lessor on the Termination Date as provided in this Section 8. Except for any agreements to which Lessor is a party or which Lessor expressly elects in writing to assume in accordance with this Lease, arising out of, connected with or resulting from the Equipment, Lessee’s obligations under this Agreement, or Lessee’s possession, use or operation as of the Equipment Termination Date, neither Lessor nor the Premises shall be bound by or have any obligations or liabilities with respect to (i) any contracts, agreements or other obligations of Lessee or anyone claiming under Lessee, including, without limitation, Claims any Management Agreement, except solely as and to the extent required to be assigned by Lessee to Lessor pursuant to Section 8.1 or the final paragraph of Section 8.2(b), and Lessee shall have the obligation to terminate or settle, at Lessee’s sole cost and expense, any and all such contracts, agreements or other obligations that are not so assigned; or (ii) the employment, retention, hiring, terms or conditions of employment, or termination of employment of any Hotel Employees, or any claims or liabilities relating thereto, whether held or asserted by or owing to any individual or any labor union or collective bargaining unit or organization, including any claims or liabilities for salary, benefits, contributions, or other compensation, and any claims or liabilities relating to ownershipany determination not to employ, useany terms or conditions of employment, possession or disposal any termination of employment, or relating to any acts or omissions of the Equipmentemployer or any other Person with respect to any Hotel Employees (collectively, Claims arising in contract or tort “Employment Liabilities”), and Lessee shall indemnify, defend and hold Lessor and all Lessor Indemnitees harmless from and against any and all claims, damages, losses, liabilities, governmental enforcement actions, fines, penalties, and costs and expenses (including negligence, strict liability or otherwisereasonable attorneys’ fees and costs), Claims arising out of latent defects of the Equipment (regardless of whether the same are discoverable by Lessor directly or Lessee)indirectly, Claims arising in whole or in part, out of or in connection with, or otherwise relating to the violation of applicable law, including environmental law, or the existence or release of hazardous materials at the site where the Equipment is located, or Claims arising out of any trademark, patent or copyright infringement, but excluding (a) any Claims that accrue in respect of circumstances that occur after Lessor has taken possession of the Equipment after termination of this Agreement, provided that such Claims do not relate to Lessee’s use, possession or operation of the Equipment, (b) any Claims that result from the gross negligence or willful misconduct of Lessor, and (c) Claims for Taxes (it being agreed that Lessee’s indemnification obligations with respect to Taxes are set forth in Sections 10 and 18). If any Claim is made against Lessee or Lessor, the Party receiving notice of such Claim shall promptly notify the other, but the failure of such person receiving notice to notify the other shall not relieve Lessee of any obligation hereunderEmployment Liabilities.

Lessee Indemnity. Lessee assumes liability for and shall indemnify, save, and hold harmless Lessor and Lessor’s 's officers, directors, employees, agents and assignees from and against any and all third party claims, actions, suits or proceedings of any kind and nature whatsoever, including all damages, liabilities, penalties, costs, expenses and reasonable consultant and legal fees (hereinafter “"Claim(s)”") based on, arising out of, connected with or resulting from the Equipment, Lessee’s 's obligations under this Agreement, or Lessee’s 's possession, use or operation of the Equipment including, without limitation, Claims relating to ownership, use, possession or disposal of the Equipment, Claims arising in contract or tort (including negligence, strict liability or otherwise), Claims arising out of latent defects of the Equipment (regardless of whether the same are discoverable by Lessor or Lessee), Claims arising out of or relating to the violation of applicable law, including environmental law, or the existence or release of hazardous materials at the site where the Equipment is located, or Claims arising out of any trademark, patent or copyright infringement, but excluding (a) any Claims that accrue in respect of circumstances that occur after Lessor has taken possession of the Equipment after termination of this Agreement, provided that such Claims do not relate to Lessee’s 's use, possession or operation of the Equipment, (b) any Claims that result from the gross negligence or willful misconduct of Lessor, and (c) Claims for Taxes (it being agreed that Lessee’s 's indemnification obligations with respect to Taxes are set forth in Sections 10 and 18). If any Claim is made against Lessee or Lessor, the Party receiving notice of such Claim shall promptly notify the other, but the failure of such person receiving notice to notify the other shall not relieve Lessee of any obligation hereunder.

Lessee Indemnity. (a) Subject to the exclusions stated in Section 15(b) below, Lessee assumes liability for and shall indemnify, defend, save, and hold harmless Lessor and Lessor’s affiliates and its and their respective officers, directors, shareholders, members, partners, employees, agents agents, representatives and successors and assignees (each an “Indemnitee”), on an After-Tax Basis, from and against any and all third party liabilities (including in respect of negligence (whether passive or active or other torts), strict or absolute liability in tort or otherwise, warranty, latent or other defects (regardless of whether or not discoverable), statutory liability, property damage, bodily injury or death), obligations, losses, settlements, damages, penalties, claims, actions, suits suits, proceedings (whether civil or proceedings of any kind and nature whatsoevercriminal), including all damages, liabilitiesjudgments, penalties, fines and other legal or administrative sanctions, judicial or administrative proceedings, costs, expenses and disbursements, including reasonable consultant legal, investigation and legal fees expert fees, expenses and reasonable related charges, of whatsoever kind and nature and any Taxes (hereinafter all of the foregoing, “Claim(s)Claims”) based that may be imposed on, incurred or suffered by or asserted against any such Indemnitee in any way arising out of, connected with or resulting from the Equipment, Lessee’s obligations under this Agreementin connection with, or Lessee’s relating to, any of the following: (i) the construction, financing, refinancing, acquisition, operation, use, non-use, warranty, ownership, possession, maintenance, repair, lease, condition, alteration, modification, restoration, refurbishing, return, purchase, sale or other disposition, insuring, sublease, abandonment or other use or operation of the Equipment includingor any portion thereof or any interest therein, without limitation, Claims relating to ownership, use, possession or disposal (ii) the conduct of the Equipment, Claims arising business or affairs of Lessee whether in contract or tort (including negligence, strict liability connection with the Equipment or otherwise), Claims arising out (iii) the manufacture, design, purchase, acceptance, rejection, delivery, non-delivery, redelivery or condition of, or improvement of or to, the Equipment or any component thereof or any modification or alteration thereof, or any portion of any thereof or any interest therein, (iv) this Agreement or any other Sale Leaseback Document, any other documents contemplated hereby or thereby or the performance, enforcement or attempted enforcement of any terms hereof or thereof, or the transactions contemplated hereby or thereby or resulting therefrom, (v) any defects, including any latent defects of in the Equipment (regardless of whether the same are discoverable by Lessor or Lessee), Claims arising out of ) or relating to the violation of applicable law, including environmental law, or the existence or release of hazardous materials at the site where the Equipment is located, or Claims arising out of any trademark, patent or copyright infringement, but excluding (avi) any Claims that accrue environmental condition concerning Lessee, the Equipment or any portion or component thereof, including any release of hazardous materials from the Equipment or any portion or component thereof or any presence, or use, storage, transportation, treatment, disposal, arrangement for or permitting the disposal of, generation, manufacture of any hazardous materials in, at, under or from the Equipment or the Site or any portion or component thereof, (vii) the reasonable costs and expenses of each Indemnitee in respect connection with any amendment, supplement, modification, or waiver, to or of circumstances that occur after Lessor has taken possession any of the Equipment after termination Sale Leaseback Documents (whether or not actually entered into), or resulting from the actions of this Agreement, provided Lessee or in connection with any Lease Event of Default or any breach that such Claims do not relate to Lessee’s use, possession with lapse of time or operation the giving of the Equipmentnotice would mature into a Lease Event of Default if uncured), (bviii) the imposition of any Lien other than, with respect to a particular Indemnitee, a Lien arising by or through such Indemnitee (or any of their agents, employees or representatives or affiliates of such Indemnitee), (ix) (A) any Claims that result from violation by, or liability relating to, the gross Equipment or to Lessee of or under any Applicable Laws, whether now or hereafter in effect, or (B) any action of any Governmental Authority or other Person (as defined in the Parent Financing Agreement) taken with respect to the Equipment or the Sale Leaseback Documents, including any Governmental Approvals, (x) the non-performance or breach by Lessee of any obligation, covenant or condition contained in this Agreement or any other Sale Leaseback Document or the inaccuracy of any representation or warranty of Lessee or any Guarantor under any Sale Leaseback Documents or in any document or certificate delivered in connection therewith, (xi) any strict liability or negligence in tort or willful misconduct violation of Lessorlaw, rule, regulation or order by Lessee or any affiliate thereof or their respective directors, officers, employees, agents or servants, and (cxii) Claims for Taxes (it being agreed that Lessee’s indemnification obligations with respect in any other way to Taxes are set forth the extent reasonably related to the Equipment or the transactions contemplated in Sections 10 and 18). If any Claim is made against Lessee or Lessor, of the Party receiving notice of such Claim shall promptly notify the other, but the failure of such person receiving notice to notify the other shall not relieve Lessee of any obligation hereunderSale Leaseback Documents.

Lessee Indemnity. Lessee assumes liability for and shall indemnify, save, and hold harmless Lessor and Lessor’s 's officers, directors, employees, agents and assignees from and against any and all third party claims, actions, suits or proceedings of any kind and nature whatsoever, including all damages, liabilities, penalties, costs, expenses and reasonable consultant and legal fees (hereinafter “"Claim(s)”") based on, arising out of, connected with or resulting from the Equipment, Lessee’s 's obligations under this Agreement, or Lessee’s 's or any Demo Customer's possession, use or operation of the Equipment including, without limitation, Claims relating to ownership, use, possession or disposal of the Equipment, Claims arising in contract or tort (including negligence, strict liability or otherwise), Claims arising out of latent defects of the Equipment (regardless of whether the same are discoverable by Lessor or Lessee), Claims arising out of or relating to the violation of applicable law, including environmental law, or the existence or release of hazardous materials at the site where the Equipment is located, or Claims arising out of any trademark, patent or copyright infringement, but excluding (a) any Claims that accrue in respect of circumstances that occur after Lessor has taken possession of the Equipment after termination of this Agreement, provided that such Claims do not relate to Lessee’s 's or any Demo Customer's use, possession or operation of the Equipment, (b) any Claims that result from the gross negligence or willful misconduct of Lessor, and (c) Claims for Taxes (it being agreed that Lessee’s 's indemnification obligations with respect to Taxes are set forth in Sections 10 and 18). If any Claim is made against Lessee or Lessor, the Party receiving notice of such Claim shall promptly notify the otherother Party, but the failure of such person the Party receiving notice to notify the other Party shall not relieve Lessee of any obligation hereunder.. ​

Lessee Indemnity. Lessee assumes liability for and shall indemnify, save, and hold harmless Lessor and Lessor’s officers, directors, employees, agents and assignees from and against any and all third party claims, actions, suits or proceedings of any kind and nature whatsoever, including all damages, liabilities, penalties, costs, expenses and reasonable consultant and legal fees (hereinafter “Claim(s)”) based on, arising out of, connected with or resulting from the Equipment, Lessee’s obligations under this Agreement, or Lessee’s possession, use or operation of the Equipment including, without limitation, Claims relating to ownership, use, possession or disposal of the Equipment, Claims arising in contract or tort (including negligence, strict liability or otherwise), Claims arising out of latent defects of the Equipment (regardless of whether the same are discoverable by Lessor or Lessee), Claims arising out of or relating to the violation of applicable law, including environmental law, or the existence or release of hazardous materials at the site where the Equipment is located, or Claims arising out of any trademark, patent or copyright infringement, but excluding (a) any Claims that accrue in respect of circumstances that occur after Lessor has taken possession of the Equipment after termination of this Agreement, provided that such Claims do not relate to Lessee’s use, possession or operation of the Equipment, (b) any Claims that result from the gross negligence or willful misconduct of Lessor, and (c) Claims for Taxes (it being agreed that Lessee’s indemnification obligations with respect to Taxes are set forth in Sections 10 and 18). If any Claim is made against Lessee or Lessor, the Party receiving notice of such Claim shall promptly notify the other, but the failure of such person [***] TEXT OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION CONFIDENTIAL TREATMENT REQUESTED receiving notice to notify the other shall not relieve Lessee of any obligation hereunder. If so provided in the applicable Schedule, the aggregate liability of the Lessee pursuant to this Section 17, Section 10 and Section 18 with respect to the related Lease, shall be capped at the amount set forth in such Schedule.

Lessee Indemnity. Lessee assumes liability for and shall indemnify, save, and hold harmless Lessor and Lessor’s officers, directors, employees, agents and assignees from and against any and all third party claims, actions, suits or proceedings of any kind and nature whatsoever, including all damages, liabilities, penalties, costs, expenses and reasonable consultant and legal fees (hereinafter “Claim(s)”) based on, arising out of, connected with or resulting from the Equipment, Lessee’s obligations under this Agreement, or Lessee’s possession, use or operation of the Equipment including, without limitation, Claims relating to ownership, use, possession or disposal of the Equipment, Claims arising in contract or tort (including negligence, strict liability or otherwise), Claims arising out of latent defects of the Equipment (regardless of whether the same are discoverable by Lessor or Lessee), Claims arising out of or relating to the violation of applicable law, including environmental law, or the existence or release of hazardous materials at the site where the Equipment is located, or Claims arising out of any trademark, patent or copyright infringement, but excluding (a) any Claims that accrue in respect of circumstances that occur after Lessor has taken possession of the Equipment after termination of this Agreement, provided that such Claims do not relate to Lessee’s use, possession or operation of the Equipment, (b) any Claims that result from the gross negligence or willful misconduct of Lessor, and (c) Claims for Taxes (it being agreed that Lessee’s indemnification obligations with respect to Taxes are set forth in Sections 10 and 18). If any Claim is made against Lessee or Lessor, the Party receiving notice of such Claim shall promptly notify the other, but the failure of such person receiving notice to notify the other shall not relieve Lessee of any obligation hereunder. If so provided in the applicable Schedule, the aggregate liability of the Lessee pursuant to this Section 17, Section 10 and Section 18 with respect to the related Lease, shall be capped at the amount set forth in such Schedule.