Common use of Owner Indemnity Clause in Contracts

Owner Indemnity. Owner hereby releases, indemnifies, defends and holds harmless Service Provider and the other Service Provider Indemnified Parties from and against any and all Liabilities (a) to the extent attributable to or arising out of the gross negligence or willful misconduct of any Owner Indemnified Party or (b) for personal injury, illness, or death of or damage to or loss of property (whether real or personal, owned or leased) incurred or suffered by any Owner Indemnified Party as a result of, relating to or arising out of, any Service Provider’s or any other of the Service Provider Indemnified Parties’ performance of the Services hereunder, REGARDLESS OF WHETHER SUCH LIABILITIES ARE THE RESULT OF (IN WHOLE OR IN PART) THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY, OTHER FAULT OR THE VIOLATION OF LAW, IN EACH CASE, OF OR BY ANY SERVICE PROVIDER, EXCEPT (IN EACH CASE) TO THE EXTENT SUCH LIABILITIES ARE A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SERVICE PROVIDER INDEMNIFIED PARTY. Service Provider must give Owner written notice of any claim under this Section 7.2 on or before the date that is twenty-four (24) Calendar Months counted from and after the end of the Term or any Transition Services Period (excluding such month in which the term or the Transition Services Period ends, as applicable), after which no claim may be made against Service Provider by Owner or any Owner Indemnified Party under Section 7.2(a) and/or Section 7.2(b). Notwithstanding the foregoing, neither Service Provider nor any of its Affiliates shall be released by this Section 7.2 from liability arising from a breach of any non- operational, financial, or administrative obligation or Service under this Agreement.

Owner Indemnity. Owner hereby releases, indemnifies, defends and holds harmless Service Provider and the other Service Provider Indemnified Parties from and against any and all Liabilities (a) to the extent attributable to or arising out of the gross negligence or willful misconduct of any Owner Indemnified Party or (b) for personal injury, illness, or death of or damage to or loss of property (whether real or personal, owned or leased) incurred or suffered by any Owner Indemnified Party as a result of, relating to or arising out of, any Service Provider’s or any other of the Service Provider Indemnified Parties’ performance of the Services hereunder, REGARDLESS OF WHETHER SUCH LIABILITIES ARE THE RESULT OF (IN WHOLE OR IN PART) THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY, OTHER FAULT OR THE VIOLATION OF LAW, IN EACH CASE, OF OR BY ANY SERVICE PROVIDER, EXCEPT (IN EACH CASE) TO THE EXTENT SUCH LIABILITIES ARE A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SERVICE PROVIDER INDEMNIFIED PARTY. Service Provider must give Owner written notice of any claim under this Section 7.2 on or before the date that is twenty-four (24) Calendar Months counted from and after the end of the Term or any Transition Services Period (excluding such month in which the term or the Transition Services Period ends, as applicable), after which no claim may be made against Service Provider by Owner or any Owner Indemnified Party under Section 7.2(a) and/or Section 7.2(b). Notwithstanding the foregoing, neither Service Provider nor any of its Affiliates shall be released by this Section 7.2 from liability arising from a breach of any non- non-operational, financial, or administrative obligation or Service under this Agreement.

Owner Indemnity. To the fullest extent permitted by law, and except as set forth below, Owner hereby releasesagrees to defend, indemnifiesindemnify, defends and holds hold harmless Service Provider Xxxxxxx, Xxxxxxx’x officers, directors, members, partners, affiliates, agents and employees (the other Service Provider Indemnified Parties “Xxxxxxx Indemnitees”) from and against claims, damages, losses and expenses (including but not limited to bodily injury or death of any person or property damage, including use of property, reasonable attorney’s fee, expert fees and all Liabilities other defense costs) asserted against Xxxxxxx Indemnitees by parties other than Owner or its employees, arising out of or resulting from any negligent act, error or omission willful misconduct or breach of contract alleged or alleged to arise out of or in any way related to the performance of Owner’s obligations pursuant to this Agreement by Owner, its employees, consultants, or others for whom Owner may be legally liable (a) “Owner Parties”), but only to the extent attributable to caused by, in whole or arising out of in part the gross negligence or willful misconduct of any Owner Indemnified Party or (b) for personal injuryParties. IF THE CLAIMS, illnessETC. ARE CAUSED IN PART BY OWNER PARTIES, or death of or damage to or loss of property (whether real or personal, owned or leased) incurred or suffered by any Owner Indemnified Party as a result of, relating to or arising out of, any Service Provider’s or any other of the Service Provider Indemnified Parties’ performance of the Services hereunder, REGARDLESS OF WHETHER SUCH LIABILITIES ARE AND ALSO IN PART BY THE RESULT OF (IN WHOLE OR IN PART) THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY, OTHER FAULT OR THE VIOLATION OF LAW, IN EACH CASE, OF OR BY ANY SERVICE PROVIDER, EXCEPT (IN EACH CASE) TO THE EXTENT SUCH LIABILITIES ARE A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SERVICE PROVIDER INDEMNIFIED OR ALL OF THE INDEMNITEES OR ANY OTHER THIRD PARTY. Service Provider must give Owner written notice of any claim under this Section 7.2 on or before the date that is twenty-four (24) Calendar Months counted from and after the end of the Term or any Transition Services Period (excluding such month in which the term or the Transition Services Period ends, as applicable)THEN OWNER SHALL ONLY INDEMNIFY ON A COMPARATIVE BASIS, after which no claim may be made against Service Provider by Owner or any Owner Indemnified Party under Section 7.2(a) and/or Section 7.2(b). Notwithstanding the foregoing, neither Service Provider nor any of its Affiliates shall be released by this Section 7.2 from liability arising from a breach of any non- operational, financial, or administrative obligation or Service under this AgreementAND ONLY FOR THE AMOUNT FOR WHICH THEY ARE FOUND LIABLE AND NOT FOR ANY AMOUNT FOR WHICH ANY OR ALL XXXXXXX INDEMNITEES OR OTHER THIRD PARTIES ARE LIABLE.

Owner Indemnity. Owner hereby releasesOWNER shall indemnify and hold COUNTY, indemnifiesits officers, defends --------------- agents, employees and holds independent contractors free and harmless Service Provider from any liability whatsoever, based or asserted upon any act or omission of OWNER, its officers, agents, employees, subcontractors and the other Service Provider Indemnified Parties from and against any and all Liabilities (a) to the extent attributable to or arising out of the gross negligence or willful misconduct of any Owner Indemnified Party or (b) independent contractors, for personal property damage, bodily injury, illness, or death (OWNER's employees included) or any other element of damage of any kind or damage to or loss of property (whether real or personal, owned or leased) incurred or suffered by any Owner Indemnified Party as a result ofnature, relating to or in any way connected with or arising out offrom the activities contemplated 09/04/97 49 hereunder, any Service Provider’s or any other including, but not limited to, the study, design, engineering, construction, completion, failure and conveyance of the Service Provider Indemnified Parties’ performance public improvements, save and except claims for damages to the extent arising from the sole active negligence or sole willful misconduct of COUNTY. OWNER shall defend, at its expense, including attorneys' fees, COUNTY, its officers, agents, employees and independent contractors in any legal action based upon such alleged acts or omissions. Should OWNER fail to perform or commence performing any of the Services hereunder, REGARDLESS OF WHETHER SUCH LIABILITIES ARE THE RESULT OF (IN WHOLE OR IN PART) THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY, OTHER FAULT OR THE VIOLATION OF LAW, IN EACH CASE, OF OR BY ANY SERVICE PROVIDER, EXCEPT (IN EACH CASE) TO THE EXTENT SUCH LIABILITIES ARE A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SERVICE PROVIDER INDEMNIFIED PARTY. Service Provider must give Owner written notice of obligations or to take any claim under action set forth above in this Section 7.2 on 9.3 within sixty (60) days after OWNER becomes aware of such obligation, then COUNTY may retain any legal counsel, consultant, contractor or before other third party as may be reasonably necessary to perform such obligation of OWNER. OWNER shall reimburse COUNTY for the reasonable costs of such third party within thirty (30) days of the date such costs are submitted by COUNTY to OWNER for payment. Should COUNTY suffer any cost, damage or expense by reason of OWNER's failure to take action as required above in this Section 9.3, OWNER shall reimburse COUNTY for the amounts within thirty (30) days of the date that is twenty-four (24) Calendar Months counted from and after the end of the Term such costs, damages or any Transition Services Period (excluding such month in which the term or the Transition Services Period ends, as applicable), after which no claim may be made against Service Provider expenses are submitted by Owner or any Owner Indemnified Party under Section 7.2(a) and/or Section 7.2(b). Notwithstanding the foregoing, neither Service Provider nor any of its Affiliates shall be released by this Section 7.2 from liability arising from a breach of any non- operational, financial, or administrative obligation or Service under this AgreementCOUNTY to OWNER for payment.

Owner Indemnity. Owner hereby releases, indemnifies, defends and holds harmless Service Provider and the other Service Provider Indemnified Parties from and against any and all Liabilities (a) to the extent attributable to or arising out of the gross negligence or willful misconduct of any Owner Indemnified Party or (b) for personal injury, illness, or death of or damage to or loss of property (whether real or personal, owned or leased) incurred or suffered by any Owner Indemnified Party as a result of, relating to or arising out of, any Service Provider’s or any other of the Service Provider Indemnified Parties’ performance of the Services hereunder, REGARDLESS OF WHETHER SUCH LIABILITIES ARE THE RESULT OF (IN WHOLE OR IN PART) THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY, OTHER FAULT OR THE VIOLATION OF LAW, IN EACH CASE, OF OR BY ANY SERVICE PROVIDER, EXCEPT (IN EACH CASE) TO THE EXTENT SUCH LIABILITIES ARE A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SERVICE PROVIDER INDEMNIFIED PARTY. Service Provider must give Owner written notice of any claim under this Section 7.2 on or before the date that is twenty-four (24) Calendar 24 Months counted from and after the end of the Term or any Transition Services Period (excluding such month in which the term or the Transition Services Period ends, as applicable), after which no claim may be made against Service Provider by Owner or any Owner Indemnified Party under Section 7.2(a) and/or Section 7.2(b). Notwithstanding the foregoing, neither Service Provider nor any of its Affiliates shall be released by this Section 7.2 from liability arising from a breach of any non- operational, financial, or administrative obligation or Service under this Agreement.

Owner Indemnity. To the fullest extent permitted by law, Owner hereby releasesagrees, indemnifiesat its sole cost and expense, defends to defend, protect, indemnify, and holds hold harmless Service Provider the City and the other Service Provider Indemnified Parties its elected officials, officers, attorneys, agents, employees, volunteers, successors, and assigns (collectively "Indemnitees") from and against any and all Liabilities damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including reasonable fees of accountants, attorneys, engineers, consultants or other professionals and all costs associated therewith (acollectively, "Claims"), (i) arising or claimed to the extent attributable to arise, directly or arising indirectly, out of the gross in connection with, resulting from, or related to any negligence or willful misconduct of Owner or any Owner Indemnified Party of its officers, agents, servants, lessees, employees, contractors, subcontractors, materialmen, suppliers or their officers, agents, servants, lessees, or employees in connection with the implementation of this Agreement or the Permitted Sign Approvals, or (bii) for personal injuryarising claimed to arise, illnessdirectly or indirectly, or death of or damage to or loss of property (whether real or personal, owned or leased) incurred or suffered by any Owner Indemnified Party as a result of, relating to or arising out of, in connection with, resulting from, or related to this Agreement or the Permitted Sign Approvals any Service Provider’s construction permitted pursuant to this Agreement or the Permitted Sign Approvals, or any other subsequent use of the Service Provider Indemnified Parties’ performance of the Services hereunderPermitted Sign, REGARDLESS OF WHETHER SUCH LIABILITIES ARE THE RESULT OF (IN WHOLE OR IN PART) THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY, OTHER FAULT OR THE VIOLATION OF LAW, IN EACH CASE, OF OR BY ANY SERVICE PROVIDER, EXCEPT (IN EACH CASE) TO THE EXTENT SUCH LIABILITIES ARE A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SERVICE PROVIDER INDEMNIFIED PARTY. Service Provider must give Owner written notice of any claim under this Section 7.2 on or before the date that is twenty-four (24) Calendar Months counted from and after the end of the Term or any Transition Services Period (excluding such month in which the term portion thereof, permitted by this Agreement or the Transition Services Period endsPermitted Sign Approvals, as applicable)except for any Claims resulting from the negligence, after which no claim may willful misconduct or breach of this Agreement by an Indemnitee; provided that the foregoing shall not be made against Service Provider by deemed to make Owner liable for consequential or any Owner Indemnified Party under Section 7.2(a) and/or Section 7.2(b)punitive damages. Notwithstanding the foregoing, neither Service Provider nor any of its Affiliates Owner shall be released by have no obligation to indemnify the City pursuant to this Section 7.2 8.6.1 to the extent that it is ultimately determined that a Claim for which the City has sought indemnification pursuant to this Section 8.6.1 did not in fact arise (as opposed to being claimed to have arisen from) the matters described in the foregoing clause (i) or (ii). For purposes of adding specificity an in no way creating any exclusions from liability above, Owner expressly agrees to defend, protect, indemnify, and hold harmless the Indemnitees from any Claims arising from a breach the alleged devaluing of any non- operational, financial, property or administrative obligation or Service under this Agreementdevaluing of signs on adjacent properties.