Lessor Indemnity. Lessor's obligation to indemnify and hold harmless any Participant Indemnitee or, in the case of any Project Agreement, Qualified Project Indemnitee under Section 13.1(b)(ii) or Tax Indemnitee under Section 13.4(a):
(A) is not an individual or personal obligation of Lessor or Trustee, and nothing herein shall be construed as creating any liability on Lessor or Trustee, individually or personally, to pay, indemnify or hold harmless any Participant Indemnitee under this Article XIII;
(B) is not an obligation binding on Lessor or claim on the Trust Estate except to the extent of any payment received from Lessee or paid by either Guarantor on Lessee's behalf, pursuant to Section 13.1(b)(i) or Section 13.4(a); and
(C) shall be paid and discharged solely and exclusively from amounts paid by Lessee or paid by either Guarantor on Lessee's behalf, received by Lessor pursuant to Section 13.1(b)(i) or Section 13.4(a), and it is expressly agreed by each Participant Indemnitee, Qualified Project Indemnitee and Tax Indemnitee that the sole recourse of each such Person for payment or discharge of the indemnification obligations created under Section 13.1(b)(ii) or Section 13.4(a)(ii) shall be to such amounts paid by Lessee pursuant to Section 13.1(b)(i) and Section 13.4(a)(i); and
(D) is the sole and exclusive right of each Participant Indemnitee, Qualified Project Indemnitee and Tax Indemnitee against Lessor or Trustee or the Trust Estate, and any right to proceed against Lessor or Trustee individually or otherwise or against the Trust Estate under common law, federal or state securities laws or otherwise for indemnification or contribution in connection with the matters covered by this Section 13.1(b) or Section 13.4(b) is hereby expressly waived by each Participant Indemnitee, Qualified Project Indemnitee and Tax Indemnitee (other than claims that may be made against Lessor, individually or personally, for fraud, gross negligence or willful misconduct). Except as otherwise set forth in this Section 13.1(c), nothing in this Article XIII is intended as or shall be construed as a limitation on the right of any Indemnitee or Qualified Project Indemnitee to make indemnification, contribution or other claims of any kind against Lessee, to the extent that such claims otherwise may be made, with respect to any matter, including indemnification for Claims of the type referred to in Section 13.1(a). To the extent that any payments made pursuant to Section 13.1(b)(ii) or Section...
Lessor Indemnity. Xxxxxx agrees to defend, indemnify, and hold harmless Lessor, from and against any and all claims, litigation, actions, proceedings, losses, damages, liabilities, obligations, costs and expenses, including attorneys’, investigators’, expert witnesses’, and consulting fees, court costs and judicial or administrative litigation expenses arising from Xxxxxx’s use of the Leased Premises or this Lease. The parties agree this indemnification includes, but is not limited to claims related to or arising from physical injuries or death, claim fees, hazardous materials and/or remediation thereof or the violation or consequence of any federal, state, local or tribal law, regulation or ordinance relating to or affecting exploration, mining, milling, concentration, leaching, treatment, reclamation, remediation, land use, cultural properties, and historic artifacts in, on or under the Leased Premises. The terms and provisions of this Article shall survive the termination of the Lease.
Lessor Indemnity. Likewise, Lessor covenants and agrees, at its sole cost and expense, to defend (with counsel selected by the Lessor), indemnify and hold harmless SAMP, its successors, and assigns from and against, and shall reimburse the SAMP, its successors and assigns, for any and all Environmental Claims, whether meritorious or not, brought against the SAMP by any person, entity, or Governmental Authority to the extent (A) related to Lessor’s presence on the Leased Property prior the Possession Date, (B) related to Xxxxxx's presence conducting environmental and other surveys, assessments and other activities on the Leased Property, and performing assessments to determine the stability, support and suitability of the properties and Xxxxxx's Improvements described in Sections 2.l(a), 2.2, and 2.3 to prepare for construction, (C) related to activities to develop Lessor's Environmental Audit described in Section 8.5(a), and (D) related to Lessor's other operations, activities, negligence, omissions to act, or violations of any Permit, Governmental Approval, or Environmental Law, or related to the surface or subsurface of the Complex, the Leased Property or the construction, maintenance, repair, restoration, renewal or operation of the Complex or the Lessor’s Improvements, or any part thereof arising prior to SAMP and the Lessor agree to SAMP's Environmental Audit described in Section 8.5(a);
Lessor Indemnity. Lessor releases Lessee from any liability for, waives all claims against Lessee and shall indemnify, defend and hold harmless Lessee, its officers, employees, and agents to the extent of Lessor's interest in the Project, against any and all actions by any governmental agency for clean up of Hazardous Substances on or under the Land (including, without limitation, any groundwater contamination) including costs of legal proceedings, investigation, clean up, monitoring, and restoration, including reasonable attorney fees and Lessor also releases Lessee from any liability for, waives all claims against Lessee and shall indemnify, defend and hold harmless Lessee, its officers, employees and agents from and against any and all liability and actions for damages to property instituted by any third parties, if, and to the extent, in either case, arising from the presence of Hazardous Substances on, in or under the Land or Premises, except to the extent caused by the release, disposal, use or storage of Hazardous Substances in, on or about the Premises by Lessee, its employees, agents, sublessees, assignees, or contractors. The provisions of this Lessor Indemnity regarding Hazardous Substances shall survive the termination of the Lease.
Lessor Indemnity. Lessor shall indemnify, defend with counsel reasonably acceptable to Lessee, protect, and hold harmless Lessee, its employees, agents, contractors, stockholders, officers, directors, successors, subtenants, personal representatives, and assigns (collectively the "Lessee Indemnitees") from and against all claims, actions, suits, proceedings, judgments, losses, costs, personal injuries, damages, liabilities, deficiencies, fines, penalties, damages, attorneys' fees, consultants' fees, investigations, detoxifications, remediations, removals, and expenses of every type and nature ("Claims"), directly or indirectly arising out of or in connection with (i) any act of Lessor, its agents, contractors, or employees which results in any Hazardous Material being present at any time on or about the Premises, or the soil, air, improvements, ground water or surface water thereof, or (ii) the violation of any law relating to any such Hazardous Material, the Premises or the use of the Premises by Lessor, its agents, contractors or employees.
Lessor Indemnity. Lessee shall not be liable to Lessor or Lessor's successors, assigns, employees, agents, patrons or invitees, or any person whomsoever, for any injury or death of any person or damage to property caused by or arising as a result of the negligence of Lessor, its employees or agents, or of any other person entering upon the Leased Premises under express or implied invitation of Lessor. Lessor agrees to indemnify, defend and hold Lessee and Lessee's successors, assigns, agents, employees and representatives harmless from and against all Claims arising out of, resulting from or relating to (i) the negligence or willful acts or omissions of Lessor, Lessor's employees, agents, contractors, suppliers, invitees, sublessees or guests or (ii) Lessor's breach of the terms of this Equipment Lease; provided, however, that Lessor shall not be required to indemnify or hold harmless Lessee to the extent Lessee's negligence or willful acts or omissions contributed to the Claims.
Lessor Indemnity. Lessor hereby indemnifies Lessee and agrees to hold harmless Lessee from and against any liabilities, obligations, losses (excluding loss of anticipated profits), damages, claims, actions, suits, costs, expenses and disbursements (“Losses”) imposed on, incurred by or asserted against Lessee arising out of or resulting from the ownership, lease, maintenance, repair, possession, use, operation, condition, or other disposition or application of the Aircraft. Lessor’s obligation to indemnify Lessee under this Section shall not, however, extend to any Loss (i) resulting from the willful misconduct or gross negligence of Lessee, (ii) to the extent such Loss is a direct result of any failure of Lessee to comply with any covenants required to be performed or observed by him under this Agreement, or
Lessor Indemnity. Lessor shall indemnify, hold harmless and, subject to Section 9.2, defend Lessee and its Affiliates and their respective stockholders, partners, members, managers, directors, officers, employees, agents, invitees and independent contractors, and their respective successors and assigns (“Lessee Persons”), from and against any and all Losses, actually incurred or paid by a Lessee Person (including in connection with the claims of third parties for injury to persons or damage to property or any proceeding by a Governmental Authority) to the extent caused by or arising from:
(a) any breach by Lessor of the representations and warranties set forth herein or in the performance of the duties and obligations of Lessor under this Agreement or the LFG Sale Agreement;
(b) Lessor’s conduct, operation, alteration, maintenance, repair, replacement, or management of the Landfill in violation of Applicable Laws;
(c) any willful misconduct or negligent or grossly negligent act or omission of Lessor or its Affiliate, representative or agent;
(d) any Hazardous Substance contamination or other environmental condition, including clean-up actions or remediation work resulting therefrom, at the Landfill, whether now known or hereafter discovered, caused by Lessor or its Affiliate, representative or agent; or
(e) any and all claims, directly or indirectly arising out of or related to, the collection and delivery of LFG prior to and at the Delivery Point, and any and all claims arising in connection with damage to property, including without limitation damage to Purchaser’s Facility or the Landfill, or injury of or death to persons resulting from the presence of any component within such LFG, or otherwise arising in connection with such LFG or the electricity generated therefrom.
Lessor Indemnity. Lessor shall indemnify, defend and hold harmless Lessee, its Affiliates, and any officers, agents and employees of any of the foregoing (the “Lessee Indemnitees”) from and against any claim, demand, lawsuit, or action of any kind for injury to or death of persons, including employees of Lessee, and damage or destruction of property, including property of Lessee, any utility company or Lessee, arising out of (i) the gross negligence or willful misconduct of Lessor, its Affiliates or any employees, agents, representatives, contractors or subcontractors of any of Lessor or its Affiliates; or (ii) the material breach by Lessor of any of its obligations, representations or warranties under this Lease. The obligation to indemnify shall extend to and encompass all reasonable costs incurred by any Lessee Indemnitee in defending such claims, demands, lawsuits or actions, including attorney, witness and expert witness fees, and any other litigation related expenses. Lessor’s obligations pursuant to this Section 11(b) shall not extend to claims, demands, lawsuits or actions for liability to the extent attributable to the negligence or willful misconduct of any Lessee Indemnitee or the acts of third parties. Lessor shall pay any cost that may be incurred by any Lessee Indemnitee in enforcing this indemnity, including reasonable attorneys’ fees.
Lessor Indemnity. Lessor shall indemnify, protect, defend and hold Lessee, its agent, employees and lenders, if any, harmless from and against any and all damages, liabilities, judgments, costs, liens, expenses, penalties, permits and attorneys' and consultants' fees arising out of or involving any Hazardous Substance or storage tank brought onto the Premises by or for Lessor or under Lessor's control or existing on the Premises as of the earlier of the date Lessor tenders possession of the Premises to Lessee or the date Lessee begins work under Paragraph 53. Lessor's obligation under this paragraph shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessor and the cost of investigation, (including consultants' and attorneys' fees in testing), removal, remediation, restoration and/or abatement thereof, or of any contamination therein involved, and shall survive the expiration or earlier termination of this Lease. No termination, cancellation or release agreement entered into by Lessee and Lessor shall release Lessor from its obligations under this Lease with respect to Hazardous Substance or storage tanks, unless specifically so agreed by Lessee in writing at the time of such agreement. Lessor's indemnity shall not include consequential damages, including but not limited to damages for injury to reputation, reduction of leasehold value except to the extent of actual loss of use thereof, or future business or similar matters, or punitive damages. Further, Lessor shall have no obligation to take remedial or corrective action unless and to the extent such action is required of Lessor or Lessee under Applicable Laws.
