Common use of Lessee's Indemnity Clause in Contracts

Lessee's Indemnity. To the fullest extent permitted by law, Lessee agrees to indemnify Lessor and its officials, officers, employees and agents (“Lessor Indemnified Parties”) against and to hold the Lessor Indemnified Parties harmless from any and all damages of any nature suffered by owners of adjacent properties by reason of any activity or non-activity of Lessee on the Demised Premises and to protect the land and improvements of adjoining owners in and about said construction and Improvements of said Demised Premises. To the fullest extent permitted by law, Lessee agrees to indemnify, defend and hold harmless the Lessor Indemnified Parties for, from and against any and all losses, damages, costs, liabilities, fees (including, without limitation, reasonable attorneys' fees and expenses), and expenses (hereinafter collectively referred to as the "Indemnified Costs") which the Lessor Indemnified Parties may ever suffer, sustain or incur arising, directly or indirectly, out of any act or failure of the Lessee or its officials, officers, employees or agents to keep, observe or perform any of its duties, liabilities or covenants contemplated by the terms and provisions of this Lease on the Lessee's part to be kept or performed, including, without limitation, any Indemnified Costs arising in connection with the construction of the Improvements or the use or occupancy of the Demised Premises by the Lessee. All such actions shall be defended by the Lessee, at its sole cost and expense, with competent and experienced counsel selected by the Lessee and approved in writing by the Lessor, which approval shall not be unreasonably withheld.

Appears in 2 contracts

Samples: Ground Lease, Ground Lease

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Lessee's Indemnity. To Lessee shall indemnify, defend, and hold harmless Lessor, any mortgagee of the fullest extent permitted by lawLeased Premises, Lessee agrees to indemnify Lessor and its officialseach of their respective agents, representatives, partners, members, officers, employees directors, employees, tenants (other than Lessee), licensees, guests, and agents invitees from all Losses suffered or incurred by any of the foregoing arising from or attributable to (“Lessor Indemnified Parties”a) against and to hold the Lessor Indemnified Parties harmless from any and all damages breach by Lessee of any nature suffered by owners of adjacent properties by reason its warranties, representations, or covenants in this Section 30; (b) noncompliance of the Leased Premises, the Improvements, or Lessee with any Environmental Laws, except with respect to any Preexisting Conditions; (c) any actual or alleged illness, disability, injury, or death of any activity person in any manner arising out of or non-activity allegedly having arisen out of exposure to Hazardous Materials or other substances or conditions present at the Leased Premises or the Improvements during the Lease term or Managed or Released by Lessee on or any of Lessee's agents, contractors, employees, representatives, licensees or subtenants, regardless of when any such illness, disability, injury, or death shall have occurred or been incurred or manifested itself, except to the Demised Premises extent such illness, disability, injury, or death results solely from a Preexisting Condition; and to protect the land and improvements (d) Hazardous Materials Managed or Released by Lessee or Lessee's agents, contractors, employees, representatives, licensees, or subtenants regardless of adjoining owners in and about said construction and Improvements of said Demised Premises. To the fullest extent permitted by lawlocation, Lessee agrees to indemnify, defend and hold harmless the Lessor Indemnified Parties for, from and against any and all losses, damages, costs, liabilities, fees (including, including without limitation, reasonable attorneys' fees and expenses), and expenses (hereinafter collectively referred to as the "Indemnified Costs") which the Lessor Indemnified Parties may ever suffer, sustain those Hazardous Materials Managed or incur arising, directly Released by Lessee or indirectly, out of any act or failure of the Lessee related parties upon or its officials, officers, employees from the Leased Premises or agents to keep, observe or perform any of its duties, liabilities or covenants contemplated by the terms and provisions of this Lease on the Lessee's part to be kept or performed, including, without limitation, any Indemnified Costs arising in connection with the construction of the Improvements except to the extent such Losses arise from a Preexisting Condition. In the event any Claims or the use or occupancy other assertion of the Demised Premises by the Lessee. All such actions liability shall be defended by the Lesseemade against Lessor for which Lessor is entitled to indemnity hereunder, Lessor shall notify Lessee of such Claim or assertion of liability and thereupon Lessee shall, at its sole cost and expense, with competent assume the defense of such Claim or assertion of liability and experienced counsel selected by continue such defense at all times thereafter until completion. Lessee's obligations hereunder shall survive the Lessee and approved in writing by the Lessor, which approval shall not be unreasonably withheldtermination or expiration of this Lease.

Appears in 1 contract

Samples: Whetstone Ethanol LLC

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Lessee's Indemnity. To Subject to the fullest extent permitted by lawlimitations set forth in Section 11.3, Lessee agrees to indemnify hereby indemnifies, defends, and holds harmless Lessor and its officials, officers, employees and agents (“Lessor Indemnified Parties”) against and to hold the all other Lessor Indemnified Parties harmless from any and all damages of any nature suffered by owners of adjacent properties by reason of any activity or non-activity of Lessee on the Demised Premises and to protect the land and improvements of adjoining owners in and about said construction and Improvements of said Demised Premises. To the fullest extent permitted by law, Lessee agrees to indemnify, defend and hold harmless the Lessor Indemnified Parties for, from and against any and all lossesLosses to the extent arising from or in connection with (a) the use or occupancy by Lessee or Lessee’s Agents at or of the Property, damagesthe Common Areas, coststhe Shared Facilities or the Leased Premises or the conduct of Lessee Business or any other business therein, liabilitiesor any Lessee Alterations, fees Site Removal, Remediation and Restoration Work or any other work done, or any condition created by, any or all of Lessee and Lessee’s Agents in, on, under or about the Leased Premises; (b) any act, omission or negligence of any or all of Lessee and Lessee’s Agents; (c) any accident, injury or damage whatsoever (except to the extent caused by the negligence or intentional misconduct by any Lessor Indemnified Party) occurring in, at or upon the Property, the Common Areas, the Shared Facilities or the Leased Premises relating to Lessee’s rights and activities under this Lease; (d) any breach by Lessee of any of its warranties, representations, covenants or obligations under this Land Lease; (e) any violation by any or all of Lessee and Lessee’s Agents of any Applicable Laws and Other Requirements including, without limitation, reasonable attorneys' fees and expensesany Environmental Laws or Environmental Permit or other Permits (other than any obligation of Lessor for such compliance under the terms of this Land Lease); (f) any claims for work, and expenses labor, services performed or materials or supplies furnished (hereinafter collectively referred or alleged to as be furnished) to or at the "Indemnified Costs") which the Lessor Indemnified Parties may ever suffer, sustain or incur arising, directly or indirectly, out request of any act or failure all of Lessee and Lessee’s Agents; (g) any Environmental Liability to the extent arising from any Lessee Environmental Conditions and Lessee’s Share and Lessee’s obligations or its officialsresponsibilities of or for all Combined Environmental Conditions, officers, employees including as Lead Party; (h) any and all other Environmental Liabilities for which Lessee is responsible under this Land Lease; or agents to keep, observe (i) any delay by Lessee in vacating or perform any of its duties, liabilities or covenants contemplated by surrendering the Leased Premises in accordance with the terms and provisions of this Lease on the Lessee's part to be kept or performedLand Lease, including, without limitation, any claims made or asserted against Lessor by any (A) succeeding buyer or transferee, or (B) succeeding lessee or tenant (including any lessee or intended occupant which may be an Affiliate or subsidiary of Lessor) or Losses incurred by Lessor due to lost opportunities to sell, transfer or lease to succeeding buyers, transferees, lessees or tenants (collectively, “Lessee’s Indemnified Costs arising in connection with the construction Matters”). In case any action or proceeding is brought against any Lessor Indemnified Party by reason of the Improvements or the use or occupancy any of the Demised Premises by the Lessee. All such actions shall be defended by the ’s Indemnified Matters, Lessee, upon written notice from Lessor, shall resist and defend such action or proceeding by counsel reasonably satisfactory to, or selected by, Lessor. Lessor shall have the right to fully participate in such defense with counsel retained by Lessor at its sole cost and expense. Lessee shall not settle or compromise, with competent and experienced counsel selected by the Lessee and approved in writing by the or admit any liability in, any such action or proceeding without Lessor’s prior written consent, which approval shall not be unreasonably withheldwithheld (subject to the provisions of Article 9). Without limiting the foregoing, Lessor hereby irrevocably, absolutely and unconditionally releases, remises and discharges Lessee and all Lessee Indemnified Parties from all Lessee Environmental Conditions. The provisions of this Section 11.1 shall survive the expiration or termination of this Land Lease.

Appears in 1 contract

Samples: Massena Land Lease Agreement (Alcoa Upstream Corp)

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