Owner’s Indemnification. Owner shall indemnify and hold harmless Broker from and against all claims, losses damages, expenses, injuries and liabilities, including costs and attorney fees, arising out of or related to the leasing of the Property, except for such claims, losses, damages, expenses, injuries or liabilities arising out of or caused solely by the gross negligence or willful misconduct of Broker or its employees.
Owner’s Indemnification. Owner shall indemnify, defend and hold harmless Manager and its Affiliates and its and their respective officers, directors and employees (each, a “Manager Indemnified Party” and, collectively, the “Manager Indemnified Parties”) from and against any and all Damages incurred by any Manager Indemnified Party (including relating to any Proceedings) in connection with or otherwise caused by or arising out of or attributable to this Agreement (including the provision of the Services to Owner), excluding however, (and Owner shall have no liability or obligation to any Manager Indemnified Party for or with respect to) Damages incurred by any Manager Indemnified Party in connection with or otherwise caused by or arising out of or attributable to (i) any default by Manager with respect to any of the terms, covenants or conditions of this Agreement (including, without limitation, any breach of the Standards of Conduct and/ or any failure to obtain any consent or approval required pursuant to the terms of this Agreement), (ii) any action by any Manager Indemnified Party that is beyond the scope of authority conferred upon Manager pursuant to the terms of this Agreement (including, without limitation, fraud, willful misconduct, commission of a criminal act, gross negligence, or acting without authorization hereunder), and/or (iii) any Bankruptcy Action occurring with respect to Manager.
Owner’s Indemnification. Owner shall indemnify, defend, protect and hold harmless Co-Manager and its officers, directors and employees from and against all claims, losses and liabilities (including all expenses and attorneys’ fees) which arise out of the performance by Co-Manager of its obligations and duties hereunder unless the claim, loss or liability arises from the negligence, recklessness, willful misconduct, fraud or criminal acts of Co-Manager or its employees, officers, agents, or representatives. Owner shall defend any claim covered by the foregoing indemnity by Owner, and not covered by insurance, through counsel of Owner’s choice, notwithstanding any allegation of negligence by the claimant against Co-Manager or any of its employees, officers, agents or representatives, unless Owner determines, in good faith, that Co-Manager or any of its employees, officers, agents or representatives has been negligent. In no event shall Owner be obligated to provide any defense against any allegation of recklessness, willful misconduct, fraud or criminal acts. Co-Manager shall reimburse Owner for all such reasonable costs of defense if it is determined by a final judgment of a court of competent jurisdiction that Co-Manager or any of its employees, officers, agents or representatives has been negligent or reckless or has engaged in willful misconduct, fraud or criminal acts. If Co-Manager is required to provide its own defense against any allegation of negligence or recklessness, willful misconduct, fraud or criminal acts arising out of the performance by Co-Manager of its obligations and duties hereunder, and if a final judgment of a court of competent jurisdiction, with regard to such defense, determines that neither Co-Manager nor any of its employees, officers, agents or representatives was negligent, reckless or engaged in willful misconduct, fraud or criminal acts, Owner shall reimburse Co-Manager for its reasonable costs of defense. Nothing in this Article shall be deemed to affect any party’s rights under any insurance policy procured by such party or under which such party is an additional insured.
Owner’s Indemnification. The Owner will defend, indemnify, and hold the Risk/Reward Team members harmless from and against any and all claims, losses, damages, liabilities, and expenses (including legal, expert witness, and consulting fees and costs) alleged by any third parties (including their respective employees) arising out of, or resulting from, bodily injury (including death) or damage to tangible property damage (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Owner, its Separate Contractors, or anyone directly or indirectly employed by any of them for whose acts the Owner may be liable.
Owner’s Indemnification. Owner hereby agrees to defend, indemnify and hold each member of the Services Provider Group harmless from any and all Losses incurred by any such member in connection with the Services or the Liquids Transportation System, to the extent arising out of or resulting from the gross negligence or willful misconduct of any member of the Owner Group.
Owner’s Indemnification. (a) Subject to the indemnification procedures set forth in Article 20.3 (Indemnification Procedures), Owner shall indemnify, defend, and hold harmless Contractor and its Affiliates and their respective Associates from any and all Losses caused by claims made by third parties (including consultants and agents of Owner, any subcontractor of Owner, but not any employee, officer, or director of Contractor) for injury to person (including death) or loss or damage to tangible property arising out of any error, omission or negligent act of Owner.
Owner’s Indemnification. (a) Except as and to the extent relating to Manager’s or any of its affiliates’ gross negligence or willful misconduct, bad faith or fraud, Owner shall indemnify and hold harmless Manager, its affiliates, and its and their respective officers, directors, partners, managers, shareholders, members, principals, attorneys, agents, employees and other representatives (collectively, the “Manager Indemnified Parties”) from and against any and all Losses (as defined below) that any such Manager Indemnified Party incurs as a result of, arising out of, relating to or in connection with: (i) any breach or nonfulfillment of any covenants or other agreements made by Owner in this Agreement; (ii) Owner’s non-compliance with any Law; or
Owner’s Indemnification. In any threatened, pending or completed action, suit, or proceeding to which Manager or any of its managers, members, shareholders, directors, officers, principals, partners, employees or agents, including without limitation, any subagents retained with respect to the management and/or leasing of the Property (collectively, “Manager’s Indemnitees”) was or is a party, or is threatened to be made a party, by reason of holding the position of Manager (or the position of Manager’s manager, member, shareholder, director, officer, principal, partner, employee or agent, including without limitation, any subagent retained by with respect to the management and/or leasing of the Property), involving an alleged cause of action for damages arising from activities performed within the scope of Manager’s authority under this Agreement, Owner shall indemnify, defend and hold harmless Manager and Manager’s Indemnitees from and against any and all claims, liabilities, damages, losses, actions, costs and expenses, including attorneys’ fees, judgments, and amounts paid in settlement, except to the extent resulting from the gross negligence, or intentional misconduct of Manager or Manager’s Indemnitees (it being acknowledged and agreed that Owner shall have no liability hereunder for or in respect of any consequential, special or punitive damages).
Owner’s Indemnification. Owner shall indemnify, defend, protect and hold harmless Manager and its officers, directors and employees from and against all claims, losses and liabilities (including all expenses and attorneys’ fees) resulting from property damage (including, but not limited to, damage to the property of Manager and its agents and employees), personal injury, death, defamation or false arrest which arise out of (a) any breach of this Agreement by Owner or (b) the gross negligence, recklessness, willful misconduct, fraud or criminal acts of Owner or its employees or agents.
Owner’s Indemnification. (a) Except as and to the extent relating to Manager’s or any of its affiliates’ gross negligence or willful misconduct, bad faith or fraud, Owner shall indemnify and hold harmless Manager, its affiliates, and its and their respective officers, directors, partners, managers, shareholders, members, principals, attorneys, agents, employees and other representatives (collectively, the “Manager Indemnified Parties”) from and against any and all Losses (as defined below) that any such Manager Indemnified Party incurs as a result of, arising out of, relating to or in connection with: (i) any breach or nonfulfillment of any covenants or other agreements made by Owner in this Agreement; (ii) Owner’s non-compliance with any Law; or (iii) any gross negligence, fraud, willful misconduct or criminal acts of Owner or its current and past officers, directors, members, employees, agents and/or independent contractors.
