Owner’s Indemnity. Owner shall indemnify and hold harmless Heitxxx xxx its affiliates, and all of their respective officers, directors, shareholders, agents and employees (collectively, "Heitxxx'x Xxxties") from and against any and all liabilities, claims, demands, damages, reasonable expenses and fees, fines, suits, losses and causes of action (including the right to separate counsel in the event of litigation) of any and every kind or nature arising from (i) any action taken, omitted, or suffered by any of Heitxxx'x Xxxties pursuant to this Agreement, or in accordance with specific instructions from Owner, (ii) any action taken or omitted by Owner or Property Manager, (iii) any breach of this Agreement by Owner or (iv) the fraud, gross negligence or willful misconduct of Owner, other than any liability, claim, demand, expense, damage, fee, suit, loss or cause of action to the extent arising from (a) any acts of any of Heitxxx'x Xxxties outside the scope of the authority granted to Heitxxx xxxein, or any breach of this Agreement by any of Heitxxx'x Xxxties, or (b) the fraud, gross negligence or willful misconduct of any of Heitxxx'x Xxxties. Owner shall name Heitxxx xx an additional insured on the insurance policy or policies covering the Property, and, except in the event of an occurrence of the items set forth in clauses (a) and (b) above, Owner shall pay any deductible on any claim under such policy. In addition, Owner shall indemnify and hold harmless Heitxxx'x Xxxties from and against any damages, costs, claims or expenses arising from or in connection with any salary, pension, workmen's compensation, tax or similar liabilities relating to Owner's Parties' (as defined below) employees, if any.
Owner’s Indemnity. Owner shall defend, indemnify and hold harmless, Contractor and its directors, officers, agents, employees, successors and assigns from and against any and all losses, costs, damages, injuries, liabilities, claims, demands, penalties, assessments, interest and causes of action, expenses, including reasonable attorney’s fees, incurred by or asserted against any such Person (a) as a result of the injury or death of any Person, including employees of Owner, Contractor or any Person employed by any of them for whose acts any of them may be liable, but only to the extent caused by Owner’s negligent acts or omissions, (b) as a result of any loss of or damage to property, but only to the extent caused by from Owner’s negligent acts or omissions, (c) any claims by any Government Authority for any Owner Taxes or for any claims directly arising from following Owner’s direction to seek exemptions or rebates for certain taxes as described in Section 4.2.1(b); or (d) as a result of any release of a Pre-Existing Hazardous Material, except to the extent Contractor has an indemnification obligation with respect thereto pursuant to Section 10.1.1.
Owner’s Indemnity. Owner agrees to indemnify and hold harmless Proinvest and all of its officers, directors, shareholders, members, managers, partners, agents and employees (collectively, “Proinvest Indemnitees “) against any and all actual or alleged claims, losses, penalties, fines, forfeitures, judgments, reasonable attorneys’ fees and related litigation costs, fees and expenses and amounts paid in settlement actually and reasonably incurred in connection with third party claims against any Proinvest Indemnitee (collectively, “Losses”);
(i) which result from any act or omission by or on behalf of Proinvest in connection with Proinvest’s actions under this Agreement;
(A) unless such act or omission constitutes gross negligence, bad faith or willful misconduct, in which event the Proinvest Indemnitees will not be indemnified under this Agreement; or
(B) unless such act or omission is a breach of any of Proinvest’s covenants or representation in this Agreement, in which event the Proinvest Indemnitees will not be indemnified under this Agreement; or
(C) unless such Losses are covered by insurance, in which event the Proinvest Indemnitees will be indemnified only to the extent of any deductible and any uninsured Losses, and provided that the indemnity under this subparagraph (i) of Section 10.1.2 shall be void if Proinvest fails to carry and/or maintain the insurance as required under this Agreement (unless such failure is due to Owner’s failure to provide Proinvest with funds to pay the premium for the insurance after Proinvest has requested such funds from Owner in writing); or
(ii) which result from any act or omission constituting gross negligence, bad faith or willful misconduct by an officer, director, member, manager, shareholder, partner, agent or employee of the Owner in connection with this Agreement, unless Owner was acting on the recommendation of Proinvest which was specifically given in writing and in giving such recommendation Proinvest was acting with gross negligence, bad faith or willful misconduct, or unless such Losses are covered by insurance, in which event the Proinvest Indemnitees will be indemnified only to the extent of any deductible and any uninsured Losses, and provided that the indemnity under this subparagraph (ii) of Section 10.1.2 shall be void if Proinvest fails to carry and/or maintain the insurance as required under this Agreement (unless such failure is due to Owner’s failure to provide Proinvest with funds to pay the premium for the insur...
Owner’s Indemnity. Owner shall indemnify the Development Manager and its members, managers, shareholders, directors, officers and employees and the heirs, successors and assigns of each of the foregoing (collectively, the “Manager Indemnified Parties”), defend the Manager Indemnified Parties and hold the Manager Indemnified Parties harmless from and against any and all suits, actions or claims and from resulting damages, losses, costs or expenses (including reasonable attorneys’ fees and court costs, but excluding consequential damages and punitive damages) incurred by the Manager Indemnified Parties or any one or more of them due to or arising from, directly or indirectly, the willful misconduct or breach of this Agreement by Owner or any other loss not subject to the indemnification obligations set forth in Section 4.3 arising from the performance of Development Manager’s obligations under this Agreement (except to the extent resulting from the acts or omissions of HF Member in violation of any provisions in the LLC Agreement).
Owner’s Indemnity. Without limiting the foregoing, Owner shall indemnify, defend and hold Manager free and harmless from and against all loss, cost, claim or damage relating to the Casino or its operation or ownership after termination or expiration of this Agreement unless the sole cause of the loss, cost, claim or damage was the breach of this Agreement by Manager or an event excluded from indemnification pursuant to Article 14.01(c).
Owner’s Indemnity. Owner shall indemnify and hold harmless Contractor, its parents and Affiliates and their respective partners, shareholders, members, agents, employees, officers, directors, and lenders (collectively, the “Contractor Indemnitees”) from and against:
(i) any and all Third Party Claims and all damages, liabilities, losses, costs and expenses associated therewith (including attorneys’ fees and other professionals’ fees) for any injury of or death to persons, damage to or destruction of third party property, contamination of the environment or injury to natural resources, whether contractual, in tort, or as a matter of strict liability or liability imposed by Law, to the extent any of the foregoing arise out of, in whole or in part, the negligence or willful misconduct or wanton acts or omissions of Owner or any of its employees, agents or third parties over which it has reasonable control during the performance of the Services, including any Services during any Warranty Period; and
(ii) any and all claims, demands or causes of action of every kind and character by any Person and all damages, liabilities, losses, costs and expenses associated therewith (including attorneys’ fees and other professionals’ fees) for:
(a) any violation or alleged violation of Laws by Owner, its employees or agents or third parties over which it has control (unless directly caused by Contractor, any Subcontractor, or any of their respective employees or agents or third parties over which either of them has control), or
(b) any prohibited assignment of this Agreement by Owner, or
(c) any pre-existing Hazardous Materials.
Owner’s Indemnity. (a) Each Owner shall be entitled to demand from each other Owner (each, an "Other Owner") that the Other Owner shall defend, indemnify, and hold harmless Developer, its Affiliates and their respective partners, shareholders, directors, managing directors, managers, officers, members, employees, agents, successors and assigns from and against all loss, damage, charges, liabilities (direct or indirect), claims, expenses (including, without limitation, reasonable attorneys' fees and expenses) and suits or other causes of action of any nature whatsoever (hereinafter collectively referred to in this Section 5 as "Claims") arising from or in any way connected with (A) the Network or the performance of Developer's obligations under and in accordance with the terms of this Agreement, (B) any other acts performed by Developer at the direction of the Other Owner, (C) the breach of any material provision of this Agreement by such Other Owner, and (D) such Other Owner's failure (other than by reason of Developer's default or another Owner's default under this Agreement) or refusal to comply with or abide by any legal requirements, unless, following a final adjudication on the merits by a court of competent jurisdiction, it is determined that the Claim was attributable to one of the Indemnified Owner Matters described below in Section 5.3.
(b) Each Owner shall defend, indemnify and hold harmless each other Owner and its Affiliates and their respective partners, shareholders, directors, managing directors, managers, officers, members, employees, agents, successors and assigns from and against all Claims arising from or in any way connected with (A) such Owner's failure (other than by reason of another Owner's default) or refusal to comply with or to abide by any Applicable Legal Requirements; or (B) a breach of any material provision of this Agreement by such Owner or (c) such Owner's gross negligence or willful misconduct.
Owner’s Indemnity. (1) Subject to Sections 7.1 and 7.3, Owner shall indemnify and save the Development Manager Indemnities harmless from and defend them against all claims and liabilities, and reimburse them for all expenses they incur (including reasonable attorneys’ fees) on account of personal injury or death to persons and damage to tangible property which occurs on the Land, to the extent caused by the willful misconduct or negligent act or omission or breach of this Agreement by Owner, its agents (other than Development Manager) or persons it or they employ; provided that the provisions of this Section 7.4 and the indemnity hereunder shall not be applicable when such claims or liabilities are covered by insurance proceeds payable under insurance policies carried by Development Manager or the contractors it employs, and, further provided that with respect to claims contemplated by this Section 7.4 which are made by independent contractors employed by Development Manager, Development Manager has complied with Section 7.3. Owner will indemnify, defend and hold harmless the Development Manager Indemnitees from any claim, liability, or expense (including reasonable attorneys’ fees) resulting from (i) breach of this Agreement by Owner or (ii) any action or claim against Development Manager arising out of the performance of Development Manager’s obligations hereunder, provided that (x) such performance was within the scope of Development Manager’s authority under this Agreement or based upon the direction of Owner and (y) such action or claim shall not have arisen out of the misconduct or wrongful or negligent act or omission of Development Manager, its agents or employees. This Section 7.4 shall survive the expiration or earlier termination of this Agreement.
(2) Owner shall have the right to defend, at its expense and by counsel of its own choosing, against any claim or liability to which the indemnity agreement set forth in Section 7.4 (1) would apply, and the right of any Development Manager Indemnitee to defend or settle any such claim shall be limited to those cases where Owner has failed or refused to defend. Owner or its counsel shall apprise Development Manager’s counsel of the status of all proceedings.
Owner’s Indemnity. The Owners hereby jointly and severally agree to indemnify and hold each of the Acquirer, the REIT, and each of their respective employees, directors, members, partners, affiliates, officers and agents (each of which is an "Indemnified Acquirer Party") harmless of and from all liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses") which the Indemnified Acquirer Party may suffer or incur by reason of (a) any breach of any Owner's representations or warranties contained in Section 2.2 of this Agreement and (b) any act or cause of action occurring or accruing prior to the Closing Date and arising from the ownership of the Company prior to the Closing Date, including, without limitation, actions or claims relating to damage to property or injury to or death of any person occurring or arising during the period prior to the Closing Date, or any claims for any debts or obligations of the Company occurring on or about or with respect to the Company's operations at any time prior to the Closing Date.
Owner’s Indemnity. The Owners hereby jointly and severally agree to indemnify and hold each of the Acquirer, the REIT, and each of their respective employees, directors, members, partners, affiliates, officers and agents (each of which is an "Indemnified Acquirer Party") harmless of and from all liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses") which the Indemnified Acquirer Party may suffer or incur by reason of (a) any breach of any Owner's representations or warranties contained in Section 2.2 of this Agreement, (b) any act or cause of action occurring or accruing prior to the Closing Date and arising from the ownership of the Company prior to the Closing Date, and (c) the ownership or operation of the Property and relating to the period prior to the Closing Date, including, without limitation, actions or claims relating to damage to property or injury to or death of any person occurring or arising during the period prior to the Closing Date, or any claims for any debts or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property' operations at any time prior to the Closing Date. Notwithstanding the foregoing, each Owner shall severally, and not jointly, indemnify the Indemnified Acquirer Parties for any breach of Section 2.2(y) as to itself and shall have no obligation to indemnify any Indemnified Acquirer Party for any breach of Section 2.2(y) by any other Owner.
