Common use of Owner’s Indemnity Clause in Contracts

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 indemnify and hold save harmless Heitxxx xxx its affiliatesManager, and all of their respective present, former and future principals, shareholders, officers, directors, shareholders, agents employees and employees affiliates of Manager (collectively, the "Heitxxx'x XxxtiesManager Indemnitees") from and against any and all liabilities, claims, demands, damages, reasonable expenses and feesliabilities, fines, suits, losses demands, costs and causes of action expenses (including the right to separate counsel in the event of litigationincluding, without limitation, reasonable attorneys' fees and disbursements) of any and every kind or nature whatsoever which are charged against, or suffered or incurred by, the Manager Indemnitees 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 its officers, servants and/or employees, and (ii) any liabilitybreach, violation or nonperformance of any representation, warranty, covenant, condition or agreement contained in this Agreement to be fulfilled, kept, observed or performed by Owner (the matters described in the preceding clauses (i) and (ii) are hereinafter referred to collectively as the "Indemnified Manager Matters"). Without limiting the operation of the foregoing, Owner agrees to reimburse the Manager Indemnitees for, and to indemnify and save harmless the Manager Indemnitees against, the payment of any monies which the Manager Indemnitees are required to pay out in connection with or as an expense of any claim, demandor civil or criminal action, expenseproceeding, damagecharge, feeprosecution, suitmade, instituted or maintained against the Manager Indemnitees, or the Manager Indemnitees and Owner jointly and severally, due to, caused by or arising out of the Indemnified Manager Matters (including, without limitation, expenses incurred in connection with the fees and disbursements of attorneys hired to defend any such claim, action, proceeding, charge or prosecution, or to enforce this indemnification provision), and to fully indemnify and save harmless the Manager Indemnitees against any judgment, loss or cause of action to the extent arising from (a) any acts settlement on account 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 anyforegoing.

Owner’s Indemnity. To the maximum extent permitted by law, Owner agrees to and shall defend, indemnify and hold harmless Heitxxx xxx the City and its affiliates, and all of their respective officers, directorsemployees, shareholderscontractors, agents attorneys, agents, insurers and employees volunteers (collectively, "Heitxxx'x Xxxties"the “Indemnified Parties”) from and against any and all claims, liabilities, claims, demandslosses, damages, reasonable costs or expenses and fees, fines, suits, losses and causes of action (including reasonable attorneys’ fees and court costs) arising from or as a result of the right to separate counsel in the event of litigation) death of any and every kind person or nature any accident, injury, loss or damage whatsoever caused to any person or the property of any person resulting or arising from or in any way connected with the following, provided Owner shall not be responsible for (iand such indemnity shall not apply to) 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 the City or the Indemnified Parties: (1) The existence, release, presence or disposal on, in, under, about or adjacent to the Property of any Hazardous Materials; (2) The development, construction, marketing, use, operation or condition of the Property and the improvements thereon by Owner, its contractors, subcontractors, agents, employees or other than any liabilitypersons acting on Owner’s behalf; (3) Any accident, claimpersonal injury or casualty on the Property or the improvements thereon; (4) All Plans or designs for improvements prepared by or on behalf of Owner or its contractors, demandsubcontractors, expenseagents, damageemployees or other persons acting on Owner’s behalf, fee, suit, including without limitation all errors or omissions with respect to such Plans or designs; (5) All loss or cause damage to City resulting from any inaccuracy in or breach of action any representation or warranty of Owner, or resulting from any breach or default by Owner, under this Agreement; (6) Any and all actions, claims, damages, injuries, challenges and/or costs or liabilities arising from the approval of any and all entitlements or permits for the Project. The obligation to indemnify will not be construed to negate, abridge, or otherwise reduce other rights or obligations of indemnity which would otherwise exist as to the Indemnified Parties. The foregoing indemnification will apply to the extent arising from (a) any acts of the violation of a legal duty, including but not limited to active or passive negligence, strict liability, breach of contract, or intentional or willful misconduct, by Owner or its contractors, suppliers, or vendors, of any of Heitxxx'x Xxxties outside the scope of the authority granted to Heitxxx xxxeincontracting tier, or anyone directly or indirectly employed by any breach of them, or anyone for whose acts Owner may be responsible. The Indemnified Parties will be entitled to recover attorney’s fees incurred as a result of Owner’s failure to provide the defense and indemnity required by this Section 311. The foregoing indemnity will survive termination 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 and expiration 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 anyLicense Term.

Owner’s Indemnity. To the maximum extent permitted by law, Owner agrees to and shall defend, indemnify and hold harmless Heitxxx xxx its affiliates, and all of their respective officers, directors, shareholders, agents and employees (collectively, "Heitxxx'x Xxxties") the Public Agency Indemnified Parties from and against any and all liabilities, claims, demandsliability, damagesloss, reasonable damage, costs or expenses and fees, fines, suits, losses and causes of action (including reasonable attorneys’ fees and court costs) arising from or as a result of the right to separate counsel in the event of litigation) death of any and every kind person or nature any accident, injury, loss or damage whatsoever caused to any person or the property of any person resulting or arising from or in any way connected with the following, provided Owner shall not be responsible for (iand such indemnity shall not apply to) 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 Ownerthe Public Agency Indemnified Parties: (1) the existence, other than release, presence or disposal on, in, under, about or adjacent to the Property of any liabilityHazardous Materials, claim, demand, expense, damage, fee, suit, loss or cause of action except to the extent arising from (a) any acts of any of Heitxxx'x Xxxties outside it is due to 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 Agency, SEDC, the City or policies covering their respective officers, employees, contractors or agents; (2) the Propertydevelopment, andconstruction, except in the event of an occurrence marketing, operation or use of the items set forth Leasehold Improvements by Owner, its contractors, subcontractors, agents, employees or other persons acting on Owner’s behalf (collectively, the “Indemnifying Parties”); (3) the displacement or relocation of any person from the Property as the result of the development of the Project by the Indemnifying Parties; (4) any Plans or designs for Leasehold Improvements prepared by or on behalf of Owner or any Indemnifying Parties, including without limitation any errors or omissions with respect to such plans or designs; (5) any loss or damage to the Agency resulting from any inaccuracy in clauses or breach of any representation or warranty of Owner, or resulting from any breach or default by Owner, under this Agreement; or (a6) any and (b) aboveall actions, Owner shall pay any deductible on any claim under such policy. In additionclaims, Owner shall indemnify and hold harmless Heitxxx'x Xxxties from and against any damages, costsinjuries, claims challenges, costs or expenses liabilities arising from the approval of any and all entitlements or permits for the Project by the City, SEDC or the Agency. The foregoing defense and indemnification obligations shall survive the termination of this Agreement and shall continue to remain in connection with effect after any salaryor all of the following events: Construction Closing, pensionCompletion, workmen's compensationrecordation of the Release of Construction Covenants, tax or similar liabilities relating to Owner's Parties' (as defined below) employees, if anyand full conveyance of the Agency Deed of Trust.

Owner’s Indemnity. Owner shall The Owners severally but not jointly hereby covenant and agree to indemnify and hold harmless Heitxxx xxx its affiliatesIPtimize, the Subsidiary, and all of their respective representatives, officers, directors, shareholdersmembers, agents employees, agents, affiliates, predecessors, successors, and employees assigns (collectively, "Heitxxx'x Xxxties"the “IPtimize Indemnified Parties”) from and against any and all out of pocket costs, losses, liabilities, damages, litigation, claims, demandscosts, damagesand expenses, including reasonable attorneys’ fees and other expenses and feesof investigation in defense, fines(collectively, suitsthe “Damages”) to which the IPtimize Indemnified Parties may become subject or which are incurred in connection with, losses and causes of action (including the right arise out of, result from, or are attributable to separate counsel in the event of litigation) of any and every kind or nature arising from (i) any action taken, omittedmaterial breach of any representation or warranty, 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 material breach of any covenant or agreement, contained in the terms of this Agreement by Owner or (iv) the fraudAgreement, 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 xxxeinOther Agreements, or any certificate or other document delivered hereunder or pursuant hereto by WTI, or any of the Owners (but in the case of a breach by an Owner, only the breaching Owner shall be liable) including any material breach of this Agreement any representation or warranty made by WTI or the Owners, or the failure of WTI or any Owner to perform materially any of Heitxxx'x Xxxties, the covenants or (b) obligations contained herein or in any certificate or other document delivered hereunder or pursuant hereto. Without limiting 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 generality of the items set forth in clauses (a) foregoing and (b) abovesubject to Section 10.5 of this Agreement, Owner shall pay any deductible on any claim under such policy. In addition, Owner shall the Owners expressly agree to indemnify and hold harmless Heitxxx'x Xxxties the IPtimize Indemnified Parties for any Damages to which the IPtimize Indemnified Parties may become subject and which are incurred in connection with, arise out of, result from and or are attributable to any fraud or intentional misrepresentation on the part of WTI. In addition to any other remedies the IPtimize Indemnified Parties may have at law or in equity against WTI or Owners for the indemnification obligations contained in this section, the IPtimize Indemnified Parties shall have the right to offset any payments due under the Promissory Note 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 monetary damages incurred by the IPtimize Indemnified Parties' (as defined below) employees, if any.

Owner’s Indemnity. To the maximum extent permitted by law, Owner agrees to and shall defend, indemnify and hold harmless Heitxxx xxx its affiliatesAgency, the City, CCDC, SEDC and all of their respective officers, directorsemployees, shareholders, contractors and agents and employees (collectively, "Heitxxx'x Xxxties") from and against any and all liabilities, claims, demandsliability, damagesloss, reasonable damage, costs or expenses and fees, fines, suits, losses and causes of action (including reasonable attorneys’ fees and court costs) arising from or as a result of the right to separate counsel in the event of litigation) death of any and every kind person or nature any accident, injury, loss or damage whatsoever caused to any person or the property of any person resulting or arising from or in any way connected with the following, provided Owner shall not be responsible for (iand such indemnity shall not apply to) 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 the Agency, City, CCDC, SEDC or their respective officers, employees, contractors or agents: 1. The development, construction, marketing, use, operation or condition of the Property and the Improvements by Owner, its contractors, subcontractors, agents, employees or other than persons acting on Owner’s behalf (collectively the “Indemnifying Parties”). 2. The existence, release, presence or disposal on, in, under, about or adjacent to the Property of any liabilityHazardous Substances, claim, demand, expense, damage, fee, suit, loss or cause of action except to the extent arising from (a) any acts of any of Heitxxx'x Xxxties outside it is due to 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 Agency, City, CCDC, SEDC or their respective officers, employees, contractors or agents; 3. The displacement or relocation of any Person from the Property as a result of the development of the Property by the Indemnifying Parties; 4. Any accident, personal injury or casualty on the Property or the Improvements after the Closing Date; 5. Any Plans or designs for Improvements prepared by or on behalf of Owner or any of Heitxxx'x Xxxtiesthe Indemnifying Parties, including without limitation any errors or omissions with respect to such plans or designs; 6. Owner shall name Heitxxx xx an additional insured on the insurance policy Any loss or policies covering the Propertydamage to Agency resulting from any inaccuracy in or breach of any representation or warranty of Owner, or resulting from any breach or default by Owner, under this Agreement; and 7. Any and all actions, except in the event of an occurrence of the items set forth in clauses (a) and (b) aboveclaims, 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, costsinjuries, claims challenges and/or costs or expenses liabilities arising from the approval of any and all entitlements or permits for the Improvements by CCDC, SEDC, the City or the Agency. The foregoing defense and indemnity obligations shall continue to remain in connection with any salary, pension, workmen's compensation, tax or similar liabilities relating to Owner's Parties' (as defined below) employees, if anyeffect after the Completion.