Owner’s Indemnity Sample Clauses
The Owner’s Indemnity clause requires the owner to compensate or protect another party, typically the contractor or service provider, against losses, damages, or liabilities arising from specific actions or omissions attributable to the owner. In practice, this clause may apply if the owner’s instructions, property conditions, or failure to provide necessary information cause harm or additional costs to the other party. Its core function is to allocate risk by ensuring that the owner bears responsibility for certain risks under their control, thereby protecting the other party from financial harm resulting from the owner’s conduct.
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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. Except as otherwise provided herein, Owner shall defend, indemnify, and hold harmless Contractor, its Affiliates and each of their respective successors, assigns, officers, directors, shareholders, managers, members, partners, employees, representatives and agents (each a “Contractor Indemnified Party”) from and against any and all third party suits, actions, losses, damages, injuries, claims, liabilities, demands, penalties, assessments, interests, causes of action, expenses (including reasonable and documented attorney’s fees, of any character, type, or description, including all actual expenses of litigation, court costs, and attorney fees), for bodily injury or death to any person, or damage to any property to the extent caused by the acts, omissions, negligence or willful misconduct or fraud of any Owner Indemnified Party, which act or omission arises out of or is connected with this Agreement or the transactions contemplated by this Agreement, provided that Owner’s indemnity pursuant to this Section 7.2 shall be reduced in proportion to any acts, omissions, negligence or willful misconduct or fraud of the Contractor Indemnified Party. Owner’s obligations under this Section 7.2 shall terminate and expire in accordance with the applicable statute of limitations.
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 shall indemnify and hold harmless Heit▇▇▇ ▇▇▇ its affiliates, and all of their respective officers, directors, shareholders, agents and employees (collectively, "Heit▇▇▇'▇ ▇▇▇ties") 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 Heit▇▇▇'▇ ▇▇▇ties 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 Heit▇▇▇'▇ ▇▇▇ties outside the scope of the authority granted to Heit▇▇▇ ▇▇▇ein, or any breach of this Agreement by any of Heit▇▇▇'▇ ▇▇▇ties, or (b) the fraud, gross negligence or willful misconduct of any of Heit▇▇▇'▇ ▇▇▇ties. Owner shall name Heit▇▇▇ ▇▇ 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 Heit▇▇▇'▇ ▇▇▇ties 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 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. (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. Except with respect to a Nuclear Incident, and subject to limitations on Santee Cooper’s obligations as a matter of South Carolina law, Owner shall indemnify, defend and hold harmless Contractor and Contractor Interests from and against Third Party Claims and costs and expenses associated therewith (including attorneys’ fees) from any injury of or death to natural persons, and damage to or destruction of third-party property (i.e., property other than that belonging to Contractor and Contractor Interests) to the extent arising from (i) the negligent or willful acts or omissions of Owner or its Personnel or Invitees (other than Contractor or its Personnel or its Invitees) acting within the scope of their employment or for which applicable Law would otherwise hold Owner liable for such acts or omissions; and (ii) any contamination of the environment or injury to natural resources as a result of any Hazardous Materials on, at or under the Site to the extent such contamination or injury occurs through the fault, negligence, willful misconduct or strict liability of Owner or its Personnel or Invitees (other than Contractor or Contractor’s Personnel or Invitees) acting within the scope of their employment or for which applicable Law would otherwise hold Owner liable for such acts or omissions. Owner obligations in this Section 15.2 are limited to the proceeds of the insurances required to be provided hereunder, provided that if the insurance program is an OCIP, the limit shall be the amount of the proceeds from such insurance (or the proceeds which would have been received, if Owner had not failed to obtain such insurance). Owner’s obligations in this Section 15.2 are further conditioned upon Contractor giving Owner prompt notice of any claims for which it seeks indemnity hereunder (along with documentation which reasonably evidences Owner’s responsibility thereof) and Contractor providing such assistance and cooperation in the defense of indemnified claims as Owner shall reasonably request as set forth in more detail in Section 15.5. [**]
Owner’s Indemnity. Owner agrees to indemnify and hold Manager free and harmless from any and all Claims for injury to persons or damage to property by reason of any cause whatsoever, either in and about the Casino or elsewhere, including, without limitation, any such loss, cost or damage occurring as a result of the performance of this Agreement by Manager, its agents, employees or independent contractors, subject to the provisions of Article 14.01(c).
Owner’s Indemnity. Owner shall defend, indemnify and hold harmless Contractor and its Subcontractors and their respective joint venture partners, directors, officers, agents, employees, shareholders and affiliates from any and all third party claims, suits, actions and proceedings and all costs, expenses and other liabilities (including reasonable attorney fees) related thereto arising out of (i) any actual or alleged injury or death of persons or damage to property arising out of the negligence, willful misconduct or default of Owner (except only to the extent that the same have been caused by the negligence or default of Contractor, its Subcontractors or their employees); (ii) the violation of any Law, Consents or Standards by Owner or its employees; or (iii) the use of the Site or the use or disposal of the Geothermal Fluid as contemplated in this EPC Contract (except only to the extent that the same has been caused by the failure of Contractor, its Subcontractors or their employees to comply with the applicable Consents with regard to such disposal).
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.