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. 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.