Common use of Lessee's Indemnity Clause in Contracts

Lessee's Indemnity. Lessee shall indemnify, defend and hold Lessor and all other Lessor Indemnitees harmless from and against any and all claims, damages, losses, liabilities, and costs and expenses (including reasonable attorneys’ fees and costs) arising from or relating to in any manner, directly or indirectly, in whole or in part: (a) any failure by Lessee to timely and properly perform each of its obligations under this Lease; (b) any acts or omissions of Lessee, any Affiliate of Lessee, or any officers, directors, members, employees, guests, invitees, agents or contractors of any of them, or any Hotel Employees, on or relating to the Premises; (c) the financing, design, construction, marketing, operation, management, use, occupancy, maintenance, repair, remediation, renovation and improvement of the Premises, or any part thereof, at any time during the Term or any holdover period (including the design, construction, maintenance and repair of any Improvements or Alterations, and any liability to any federal, state or local governmental authority relating thereto); (d) other than during the Transition Period, any act or omission of the Operator or any Food and Beverage Operator relating to the operation or management of the Hotel or any food and beverage operations at the Hotel, or of any Hotel Employee while on the Premises or otherwise engaged in the performance of such employee’s duties, or any employee of any independent contractor working at or performing services for the Hotel, including any parking operator or parking management company; and (e) any accident occurring or other circumstance or condition existing on or about the Premises at any time during the Term or any holdover period due to any cause whatsoever. The foregoing shall not require Lessee to indemnify, defend, protect or hold harmless Lessor or any Lessor Indemnitee to the extent of any claims, damages, losses, liabilities, and costs and expenses that arise from the gross negligence or willful misconduct of Lessor or any Lessor Representatives, except to the extent that such claims, damages, losses, liabilities, and costs and expenses are covered by any insurance required to be carried by Lessee pursuant to this Section 10. Lessee shall promptly assume its defense and indemnification obligations upon written notice from any Lessor Indemnitee. Any Lessor Indemnitee may also participate in the defense of any such claim at its own expense, unless such participation is required because of Lessee’s failure to provide a reasonable and consistent defense of such Lessor Indemnitee’s interests, in which event such additional participation shall be at Lessee’s expense. Lessee shall not settle any claim without the consent of all Lessor Indemnitees who would incur any liability for such claim under or following such a settlement. The provisions of this Section 10.3 shall survive the expiration or earlier termination of this Lease. The provisions of Section 10.1 shall not limit in any way Lessee’s obligations under this Section 10.3.

Lessee's Indemnity. Lessee shall indemnify, defend and hold Lessor and all other Lessor Indemnitees harmless from and against any and all claims, damages, losses, liabilities, liabilities and costs (including, without EXHIBIT 10.27 *CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. limitation, attorneys' fees, costs and expenses (including reasonable attorneys’ fees and costsdisbursements) arising from or relating to in any manner, directly or indirectly, in whole or in part: (a) any failure by Lessee to timely and properly perform each of its obligations under this Lease; (b) any acts or omissions of Lessee, any Affiliate of Lessee, or any officers, directors, members, employees, guests, invitees, agents or contractors of any of them, or any Hotel Employees, on or relating to the PremisesPremises or the Project; (c) the development, financing, design, construction, marketing, operation, management, use, occupancy, maintenance, repair, remediation, renovation repair and improvement of the Premises, Premises or any part thereof, the Project at any time during the Term or any holdover period (including including, without limitation, the design, construction, maintenance and repair of any Improvements or Alterations, and any liability to any federal, state or local governmental authority relating theretotaxing authority); (d) other than during the Transition Period, any act or omission of the Operator or any Food and Beverage Operator relating to the operation or management of the Hotel or any food and beverage operations at the Hotel, or of any Hotel Employee while on the Premises or otherwise engaged in the performance of such employee’s duties, or any employee of any independent contractor working at or performing services for the Hotel, including any parking operator or parking management company; and (ed) any accident occurring or other circumstance or condition existing on or about the Premises at any time during the Term or any holdover period due to any cause whatsoever. The foregoing shall not require Lessee to indemnify, defend, protect or hold harmless Lessor or any Lessor Indemnitee to the extent of any claims, damages, losses, liabilities, liabilities and costs and expenses that arise arising from or relating to the gross negligence or willful misconduct of Lessor or any Lessor Lessor's Representatives, except to the extent that such claims, damages, losses, liabilities, liabilities and costs and expenses are covered by any insurance required to be carried by Lessee pursuant to this Section 10. Lessee shall promptly assume its defense and indemnification obligations upon written notice from any Lessor Indemnitee. Any Lessor shall provide and shall cause each Lessor Indemnitee to provide prompt written notice of any claim for which defense or indemnification is sought, but any delay by Lessor or any Lessor Indemnitee in delivering such notice shall not limit or otherwise affect the rights of Lessor and the Lessor Indemnitees under this Section 10.3. Lessor Indemnities may also participate in the defense of any such claim at its own expense, unless such participation is required because of Lessee’s failure to provide a reasonable and consistent defense of such Lessor Indemnitee’s interests, in which event such additional participation shall be at Lessee’s 's expense. Lessee shall not settle any claim without the consent of all Lessor Indemnitees who would incur any liability for such claim under or following such a settlement. The provisions of this Section 10.3 shall survive the expiration or earlier termination of this Lease. The provisions of Section 10.1 shall not limit in any way Lessee’s 's obligations under this Section 10.3.

Lessee's Indemnity. Lessee shall indemnify, defend and hold Lessor and all other Lessor Indemnitees harmless from and against any and all claims, damages, losses, liabilities, liabilities and costs (including, without EXHIBIT 10.27 limitation, attorneys' fees, costs and expenses (including reasonable attorneys’ fees and costsdisbursements) arising from or relating to in any manner, directly or indirectly, in whole or in part: (a) any failure by Lessee to timely and properly perform each of its obligations under this Lease; (b) any acts or omissions of Lessee, any Affiliate of Lessee, or any officers, directors, members, employees, guests, invitees, agents or contractors of any of them, or any Hotel Employees, on or relating to the PremisesPremises or the Project; (c) the development, financing, design, construction, marketing, operation, management, use, occupancy, maintenance, repair, remediation, renovation repair and improvement of the Premises, Premises or any part thereof, the Project at any time during the Term or any holdover period (including including, without limitation, the design, construction, maintenance and repair of any Improvements or Alterations, and any liability to any federal, state or local governmental authority relating theretotaxing authority); (d) other than during the Transition Period, any act or omission of the Operator or any Food and Beverage Operator relating to the operation or management of the Hotel or any food and beverage operations at the Hotel, or of any Hotel Employee while on the Premises or otherwise engaged in the performance of such employee’s duties, or any employee of any independent contractor working at or performing services for the Hotel, including any parking operator or parking management company; and (ed) any accident occurring or other circumstance or condition existing on or about the Premises at any time during the Term or any holdover period due to any cause whatsoever. The foregoing shall not require Lessee to indemnify, defend, protect or hold harmless Lessor or any Lessor Indemnitee to the extent of any claims, damages, losses, liabilities, liabilities and costs and expenses that arise arising from or relating to the gross negligence or willful misconduct of Lessor or any Lessor Lessor's Representatives, except to the extent that such claims, damages, losses, liabilities, liabilities and costs and expenses are covered by any insurance required to be carried by Lessee pursuant to this Section 10. Lessee shall promptly assume its defense and indemnification obligations upon written notice from any Lessor Indemnitee. Any Lessor shall provide and shall cause each Lessor Indemnitee to provide prompt written notice of any claim for which defense or indemnification is sought, but any delay by Lessor or any Lessor Indemnitee in delivering such notice shall not limit or otherwise affect the rights of Lessor and the Lessor Indemnitees under this Section 10.3. Lessor Indemnities may also participate in the defense of any such claim at its own expense, unless such participation is required because of Lessee’s failure to provide a reasonable and consistent defense of such Lessor Indemnitee’s interests, in which event such additional participation shall be at Lessee’s 's expense. Lessee shall not settle any claim without the consent of all Lessor Indemnitees who would incur any liability for such claim under or following such a settlement. The provisions of this Section 10.3 shall survive the expiration or earlier termination of this Lease. The provisions of Section 10.1 shall not limit in any way Lessee’s 's obligations under this Section 10.3.

Lessee's Indemnity. Lessee shall indemnify, protect, defend and save and hold harmless Lessor and all other Lessor Indemnitees harmless the Property from and against any and all claims, damagesdemands, liabilities, losses, liabilitiesliens, and costs and costs, actions, causes of action, suits, costs, expenses (including including, without limitation, reasonable attorneys’ ' fees and costsfees of other experts and consultants) and damages, of any kind or nature, to the extent arising from or relating to in any manner, directly or indirectly, in whole out of or in part: connection with (ai) any failure default by Lessee to timely and properly perform each of its obligations under this Lease; (b) any acts in the observance or omissions of Lessee, any Affiliate of Lessee, or any officers, directors, members, employees, guests, invitees, agents or contractors performance of any of themthe terms, covenants or conditions of this Lease on Lessee's part to be performed by Lessee or by any Hotel Employeesother person or entity claiming under Lessee, on or relating to the Premises; (cii) the financing, design, construction, marketing, operation, management, use, occupancy, maintenance, repair, remediation, renovation and improvement of the Premises, or any part thereof, at any time during the Term or any holdover period (including the design, construction, maintenance and repair of any Improvements or Alterations, and any liability to any federal, state or local governmental authority relating thereto); (d) other than during the Transition Period, any act or omission of the Operator or any Food and Beverage Operator relating to the operation conduct or management of the Hotel any work or any food and beverage operations at the Hotel, thing done in or of any Hotel Employee while on the Premises or otherwise engaged in the performance of such employee’s dutiesProperty, or any employee of any independent contractor working at or performing services for the Hotel, including any parking operator or parking management company; and (eiii) any accident occurring actual or other circumstance alleged acts, omissions, negligence or condition existing willful misconduct, in, on or about the Premises at any time during the Term Property, of Lessee or its subtenants, licensees, contractors or subcontractors, or any holdover period due to any cause whatsoever. The foregoing shall not require other their respective agents, employees, servants, invitees, visitors, contractors or subcontractors, or (iv) the use or occupancy of the Property by Lessee to indemnifyor its subtenants, defendlicensees, protect contractors or hold harmless Lessor subcontractors, or any Lessor Indemnitee other their respective agents, employees, servants, invitees, visitors, contractors or subcontractors, and (v) any accident or other occurrence on or about the Property; except to the extent that any of any claims, damages, losses, liabilities, and costs and expenses that arise the foregoing are caused by or result solely from the gross negligence or willful misconduct of Lessor or any of Lessor's agents or employees. In case any claim, action or proceeding be brought, made or initiated against Lessor Representativesrelating to any of the above described events, except to the extent that such claimsomissions, damagesoccurrences, lossesor conditions, liabilitiesLessee, and costs and expenses are covered by any insurance required to be carried by Lessee pursuant to this Section 10. Lessee shall promptly assume its defense and indemnification obligations upon written notice from any Lessor Indemnitee. Any Lessor Indemnitee may also participate in the defense of any such claim Lessor, shall at its own expensesole cost and expense resist, unless or defend such participation is required because of Lessee’s failure to provide a reasonable and consistent defense of such Lessor Indemnitee’s interestsclaim, in which event such additional participation shall be at Lessee’s expense. Lessee shall not settle any claim without the consent of all Lessor Indemnitees who would incur any liability for such claim under action or following such a settlement. The provisions of this Section 10.3 shall survive the expiration or earlier termination of this Lease. The provisions of Section 10.1 shall not limit in any way Lessee’s obligations under this Section 10.3proceeding by attorneys reasonably approved by Lessor.