Common use of Owner Indemnity Clause in Contracts

Owner Indemnity. (a) The Owner will indemnify and hold the Vendor and its affiliates, partners, directors, officers, agents and employees (the "Vendor Indemnitees") harmless from and against all third party claims, demands, suits, proceedings, damages, costs, expenses and liabilities, including, without limitation, reasonable legal fees (collectively, "Vendor Liabilities") brought against or incurred by any Vendor Indemnitee for (i) injury to persons, or (ii) loss or damage to any property, or (iii) any other liability, in each instance resulting from any act or omission of the Owner in the performance of this Agreement. If the Vendor and the Owner jointly cause such Vendor Liabilities, the Parties will share the liability in proportion to their respective degree of causal responsibility. (b) The Owner's obligation to indemnify under subsection 9.3(a) with respect to any Vendor Liability will not arise unless the Vendor Indemnitee (i) notifies the Owner in writing of such potential Vendor Liability within a reasonable time after the Vendor Indemnitee is aware of such potential Vendor Liability; provided that the lack of providing such notice will not affect the Owner's obligation hereunder (A) if the Owner otherwise has actual knowledge of such Vendor Liability and (B) unless such lack of notice is the cause of the Owner being unable to adequately and reasonably defend such Vendor Liability, (ii) gives the Owner the opportunity and authority to assume the defense of and settle such Vendor Liability, subject to the provisions of the next two sentences, and (iii) furnishes to the Owner all such reasonable information and assistance (including, but not limited to, reasonable manufacturing modifications) available to the Vendor (or other Vendor Indemnitees) as may be reasonably requested by the Owner and necessary for the defense against such Vendor Liability. The Owner will assume on behalf of the Vendor Indemnitee and conduct in good faith the defense of such Liability with counsel (including in-house counsel) reasonably satisfactory to the Vendor Indemnitee; provided that the Vendor Indemnitee will have the right to be represented therein by advisory counsel of its own selection and at its own expense. If the Vendor Indemnitee will have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Owner, the Vendor Indemnitee will have the right to select separate counsel reasonably satisfactory to the Owner to participate in the defense of such action on its own behalf at such Vendor Indemnitee's expense. In the event the Owner fails, after written demand by such Vendor Indemnitee, to defend any Vendor Liability as to which an indemnity should be provided under subsection 9.3(a), then the Vendor Indemnitee may, at the Owner's expense, contest or settle such matter without the Owner's consent. All payments, losses, damages and reasonable costs and expenses incurred in connection with such contest, payment or settlement by such Vendor Indemnitee will be to the Owner's account. The Owner will not settle any such Vendor Liability without the consent of the Vendor Indemnitee, which consent will not be unreasonably withheld. This indemnity is in lieu of all other obligations of the Owner, expressed or implied, in law or in equity, to indemnify the Vendor Indemnitees (except those other indemnity obligations expressly set forth in this Agreement).

Owner Indemnity. (a) The Owner will indemnify and hold the --------------- Vendor and its affiliates, partners, directors, officers, agents and employees (the "Vendor Indemnitees") harmless from and against all third party claims, demands, suits, proceedings, damages, costs, expenses and expenses, liabilities, including, without limitation, reasonable legal fees (collectively, "Vendor Liabilities") brought against or incurred by any Vendor Indemnitee for (i) injury to personspersons (including physical or mental injury, libel, slander and death), or (ii) loss or damage to any property, or (iii) any other liability, in each instance resulting from any act the negligence, willful misconduct or omission gross negligence, of the Owner in the performance of this Agreement. If the Vendor and the Owner jointly cause such Vendor Liabilities, the Parties will share the liability in proportion to their respective degree of causal responsibility. (b) The Owner's obligation to indemnify under subsection 9.3(a) with respect to any Vendor Liability will not arise unless the Vendor Indemnitee (i) notifies the Owner in writing of such potential Vendor Liability within a reasonable time after the Vendor Indemnitee is aware of such potential Vendor Liability; provided that the lack of providing such notice will not -------- ---- affect the Owner's obligation hereunder (A) if the Owner otherwise has actual knowledge of such Vendor Liability and (B) unless such lack of notice is the cause of the Owner being unable to adequately and reasonably defend such Vendor Liability, (ii) gives the Owner the opportunity and authority to assume the defense of and settle such Vendor Liability, subject to the provisions of the next two sentences, and (iii) furnishes to the Owner all such reasonable information and assistance (including, but not limited to, reasonable manufacturing modifications) available to the Vendor (or other Vendor Indemnitees) as may be reasonably requested by the Owner and necessary for the defense against such Vendor Liability. The Owner will assume on behalf of the Vendor Indemnitee and conduct in good faith the defense of such Liability with counsel (including in-house counsel) reasonably satisfactory to the Vendor Indemnitee; provided that the Vendor Indemnitee will have -------- ---- -49- the right to be represented therein by advisory counsel of its own selection and at its own expense. If the Vendor Indemnitee will have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Owner, the Vendor Indemnitee will have the right to select separate counsel reasonably satisfactory to the Owner to participate in the defense of such action on its own behalf at such Vendor Indemnitee's expense. In the event the Owner fails, after written demand by such Vendor Indemnitee, to defend any Vendor Liability as to which an indemnity should be provided under subsection 9.3(a), then the Vendor Indemnitee may, at the Owner's expense, contest or settle such matter without the Owner's consent. All payments, losses, damages and reasonable costs and expenses incurred in connection with such contest, payment or settlement controlled by such Vendor Indemnitee will be to the Owner's account. The Owner will not settle any such Vendor Liability without the consent of the Vendor Indemnitee, which consent will not be unreasonably withheld. Furthermore, the Owner will indemnify and hold the Vendor Indemnitees harmless from and against all Vendor Liabilities brought against or incurred by any Vendor Indemnitee for (i) injury to persons (including physical or mental injury, libel, slander and death), or (ii) loss or damage to any property, or (iii) any other liability resulting directly and solely from the unauthorized modification by the Owner of the Products or by the Owner's use of any Product in combination with any other Subscriber Unit accessory not furnished and/or authorized in writing for such use by the Vendor. This indemnity is in lieu of all other obligations of the Owner, expressed or implied, in law or in equity, to indemnify the Vendor Indemnitees (except those other indemnity obligations expressly set forth in this Agreement).

Owner Indemnity. (a) The Owner will OWNER shall indemnify and hold the Vendor and COUNTY, its affiliates, partners, directors, officers, agents --------------- agents, employees and employees (the "Vendor Indemnitees") independent contractors free and harmless from and against all third party claimsany liability whatsoever, demands, suits, proceedings, damages, costs, expenses and liabilities, including, without limitation, reasonable legal fees (collectively, "Vendor Liabilities") brought against based or incurred by any Vendor Indemnitee for (i) injury to persons, or (ii) loss or damage to any property, or (iii) any other liability, in each instance resulting from asserted upon any act or omission of OWNER, its officers, agents, employees, subcontractors and independent contractors, for property damage, bodily injury, or death (OWNER's employees included) or any other element of damage of any kind or nature, relating to or in any way connected with or arising from the Owner in the performance of this Agreement. If the Vendor and the Owner jointly cause such Vendor Liabilitiesactivities contemplated 09/04/97 49 hereunder, the Parties will share the liability in proportion to their respective degree of causal responsibility. (b) The Owner's obligation to indemnify under subsection 9.3(a) with respect to any Vendor Liability will not arise unless the Vendor Indemnitee (i) notifies the Owner in writing of such potential Vendor Liability within a reasonable time after the Vendor Indemnitee is aware of such potential Vendor Liability; provided that the lack of providing such notice will not affect the Owner's obligation hereunder (A) if the Owner otherwise has actual knowledge of such Vendor Liability and (B) unless such lack of notice is the cause of the Owner being unable to adequately and reasonably defend such Vendor Liability, (ii) gives the Owner the opportunity and authority to assume the defense of and settle such Vendor Liability, subject to the provisions of the next two sentences, and (iii) furnishes to the Owner all such reasonable information and assistance (including, but not limited to, reasonable manufacturing modifications) available the study, design, engineering, construction, completion, failure and conveyance of the public improvements, save and except claims for damages to the Vendor 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 obligations or to take any action set forth above in this Section 9.3 within sixty (60) days after OWNER becomes aware of such obligation, then COUNTY may retain any legal counsel, consultant, contractor or other Vendor Indemnitees) third party as may be reasonably requested by the Owner and necessary to perform such obligation of OWNER. OWNER shall reimburse COUNTY for the defense against reasonable costs of such Vendor Liability. The Owner will assume on behalf third party within thirty (30) days of the Vendor Indemnitee and conduct 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 good faith this Section 9.3, OWNER shall reimburse COUNTY for the defense amounts within thirty (30) days of the date that such Liability with counsel (including in-house counsel) reasonably satisfactory to the Vendor Indemnitee; provided that the Vendor Indemnitee will have the right to be represented therein by advisory counsel of its own selection and at its own expense. If the Vendor Indemnitee will have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Owner, the Vendor Indemnitee will have the right to select separate counsel reasonably satisfactory to the Owner to participate in the defense of such action on its own behalf at such Vendor Indemnitee's expense. In the event the Owner fails, after written demand by such Vendor Indemnitee, to defend any Vendor Liability as to which an indemnity should be provided under subsection 9.3(a), then the Vendor Indemnitee may, at the Owner's expense, contest or settle such matter without the Owner's consent. All payments, lossescosts, damages and reasonable costs and or expenses incurred in connection with such contest, payment or settlement are submitted by such Vendor Indemnitee will be COUNTY to the Owner's account. The Owner will not settle any such Vendor Liability without the consent of the Vendor Indemnitee, which consent will not be unreasonably withheld. This indemnity is in lieu of all other obligations of the Owner, expressed or implied, in law or in equity, to indemnify the Vendor Indemnitees (except those other indemnity obligations expressly set forth in this Agreement)OWNER for payment.