Common use of Owner’s Indemnity Clause in Contracts

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 insurance after Proinvest has requested such funds from Owner in writing); or (iii) which arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C.A. §§ 9601 et seq. in connection with any Asset; (A) unless such liability arises from an act or omission of Proinvest or those acting on its behalf which 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 Losses arise from Proinvest Indemnitees’ ownership or operation of the Assets or acts and omissions by or on behalf of Proinvest in each case prior to the date of 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; provided that the indemnity under this subparagraph (iii) 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 (iv) which arise solely from the fact of Proinvest’s status as a party to this Agreement, and not from any act or omission of Proinvest or those acting on its behalf, 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, provided that the indemnity under this subparagraph (iv) 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).

Owner’s Indemnity. Owner agrees to indemnify shall indemnify, defend, protect and hold harmless Proinvest Manager and all of its officers, directors, shareholders, members, managers, partners, agents directors and employees (collectively, “Proinvest Indemnitees “) from and against any and all actual or alleged claims, losses, penalties, fines, forfeitures, judgments, reasonable losses and liabilities (including all expenses and 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”); (ifees) which result arise out of the performance by Manager of its obligations and duties hereunder unless the claim, loss or liability arises from (a) any breach of this Agreement by Manager, (b) any act or omission by or on behalf of Proinvest in connection with ProinvestManager which is outside the scope of Manager’s actions authority under this Agreement; , or (Ac) unless such act or omission constitutes gross the professional negligence, bad faith or active negligence (except for Manager’s negligence which is covered under Owner’s general liability insurance), recklessness, willful misconduct, in which event fraud or criminal acts of Manager or its employees, officers, agents, or representatives. With respect to claims (1) covered by the Proinvest Indemnitees will foregoing indemnity by Owner, but (2) not be indemnified under this Agreement; or (B) unless such act covered by Owner’s general liability insurance, Owner shall defend Manager through counsel of Owner’s choice, notwithstanding any allegation of negligence by the claimant against Manager or omission is a breach of any of Proinvest’s covenants its employees, officers, agents 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 Agreementrepresentatives, unless Owner was acting on the recommendation determines, in good faith, that Manager or any of Proinvest which was specifically given in writing and in giving such recommendation Proinvest was acting with gross negligenceits employees, bad faith 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 unless such Losses are covered by criminal acts, but Manager may pursue obtaining defense or coverage that may become available to Manager under Owner’s general liability insurance, irrespective of such allegations. 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 Manager or any of its employees, officers, agents or representatives has been actively negligent or reckless or has engaged 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 insurance after Proinvest has requested such funds from Owner in writing); or (iii) which arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C.A. §§ 9601 et seq. in connection with any Asset; (A) unless such liability arises from an act or omission of Proinvest or those acting on its behalf which 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 Losses arise from Proinvest Indemnitees’ ownership fraud or operation criminal acts. If Manager is required to provide its own defense against any allegation of the Assets active negligence or recklessness, willful misconduct, fraud or criminal acts and omissions by if a final judgment of a court of competent jurisdiction determines that neither Manager nor any of its employees, officers, agents or on behalf representatives was actively negligent, reckless or engaged in willful misconduct, fraud or criminal acts, Owner shall reimburse Manager for its costs of Proinvest in each case prior to the date of 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; provided that the indemnity under this subparagraph (iii) 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 (iv) which arise solely from the fact of Proinvest’s status as a party to this Agreement, and not from any act or omission of Proinvest or those acting on its behalf, 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, provided that the indemnity under this subparagraph (iv) 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)defense.

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 insurance after Proinvest has requested such funds from Owner in writing); or (iii) which arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C.A. §§ 9601 et seq. in connection with any AssetAsset ; (A) unless such liability arises from an act or omission of Proinvest or those acting on its behalf which 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 Losses arise from Proinvest Indemnitees’ ownership or operation of the Assets or acts and omissions by or on behalf of Proinvest in each case prior to the date of 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; provided that the indemnity under this subparagraph (iii) 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 (iv) which arise solely from the fact of Proinvest’s status as a party to this Agreement, and not from any act or omission of Proinvest or those acting on its behalf, 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, provided that the indemnity under this subparagraph (iv) 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).

Owner’s Indemnity. Owner agrees to indemnify and hold harmless Proinvest save Tenant, and all of its Tenant’s officers, directors, shareholders, members, managers, partners, agents and employees (collectively“Tenant’s Indemnitees”) harmless of and from all loss, “Proinvest Indemnitees “) against any cost, liability, damage and all actual or alleged claimsreasonable expense including, losses, penalties, fines, forfeitures, judgmentsbut not limited to, reasonable attorneys’ fees counsel fees, penalties and related litigation costs, fees and expenses and amounts paid in settlement actually and reasonably fines incurred in connection with third party claims against any Proinvest Indemnitee (collectively, “Losses”); or arising from (i) which result from any default by Owner in the observance or performance of any terms, covenants or conditions to be observed or performed by Owner hereunder, or (ii) any wrongful act or wrongful omission by or on behalf negligence of Proinvest Owner or its employees, agents, contractors or servants in or about the Demised Premises or the Building during the Demised Term. Owner further agrees to indemnify and save harmless Tenant and Tenant’s Indemnitees of and from all loss, cost, liability, damage, and expense, including, but not limited to, reasonable counsel fees and disbursements incurred in connection with Proinvest’s actions under this Agreement; (A) unless such or arising from any claims by any persons by reason of injury to persons or damage to property occasioned by any wrongful act or wrongful omission constitutes gross negligencereferred to in the preceding sentence. Owner shall not be required to indemnify Tenant’s Indemnitees, bad faith or willful misconductand hold Tenant’s Indemnitees harmless, 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 Agreementeither case as aforesaid, 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 it is finally determined 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 negligence or willful misconduct of a Tenant Indemnitee contributed to the loss or damage in question. If any action or proceeding shall be brought against Tenant or Tenant’s Indemnitees based upon any such claim and if Owner, upon notice from Tenant, shall cause such action or proceeding to be defended at Owner’s expense by an officer, director, member, manager, shareholder, partner, agent or employee of the Owner counsel acting for Owner’s insurance carriers in connection with this Agreementsuch defense or by other counsel reasonably satisfactory to Tenant, unless without any disclaimer of liability by Owner was acting on the recommendation of Proinvest which was specifically given in writing and in giving or 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 insurance after Proinvest has requested such funds from Owner in writing); or (iii) which arise under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C.A. §§ 9601 et seq. carriers in connection with any Asset; (A) unless such liability arises from an act or omission of Proinvest or those acting on its behalf which constitutes gross negligenceclaim, bad faith or willful misconduct, in which event the Proinvest Indemnitees will Owner shall not be indemnified under required to indemnify Tenant or Tenant’s Indemnitees for counsel fees in connection with such action or proceeding. Nothing contained in this Agreement; or (B) unless such Losses arise from Proinvest Indemnitees’ ownership Section 19.06 shall limit, modify or operation vitiate the terms and conditions of the Assets or acts and omissions by or on behalf of Proinvest in each case prior to the date Section 9.04 of this AgreementLease, in to which event the Proinvest Indemnitees will not be indemnified under Section 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; provided that the indemnity under this subparagraph (iii) 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 (iv) which arise solely from the fact of Proinvest’s status as a party to this Agreement, and not from any act or omission of Proinvest or those acting on its behalf, 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, provided that the indemnity under this subparagraph (iv) 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).subject.