Common use of Reciprocal Indemnification Clause in Contracts

Reciprocal Indemnification. Each Owner other than City, on behalf of itself and its tenants and occupants and their respective representatives, agents, employees, contractors, guests and invitees (each an “Indemnifying Owner”), shall indemnify, release, defend and hold harmless each other Owner and its members, officers, employees, agents, representatives, volunteers, successors and assigns for, from and against any damage, claim, demand, lawsuit or action of any kind for damages or loss, whether such damage or loss is to person or property, arising in whole or in part out of the use and enjoyment of the Driveway by the Indemnifying Owner and its tenants and occupants and their respective representatives, agents, employees, contractors, guests and invitees, including but not limited to (a) claims by third parties who are invited or permitted onto the Driveway, either expressly or impliedly, by the Indemnifying Owner or by the nature of Indemnifying Owner’s use of the Driveway pursuant to this Agreement; or (b) any Indemnifying Party’s failure to comply with or fulfill its obligations established by this Agreement or by law. Such obligation to indemnify shall extend to and encompass all costs incurred by any other Owner(s) in defending against such claims, demands, lawsuits or actions, including but not limited to attorney, witness and expert fees, and any other litigation related expenses. In the event that any action or proceeding shall be brought against an Owner by reason of any claim referred to in this Section, the Indemnifying Owner shall at Indemnifying Owner’s sole cost and expense, resist or defend the same through counsel selected by the Indemnifying Owner and reasonably approved by other Owners to be indemnified. Each Indemnifying Owner’s obligation pursuant to this Section shall not extend to claims, demands, lawsuits or actions for liability attributable to the sole exclusive gross negligence or intentional misconduct of any other Owner, its tenants and occupants and their respective representatives, agents, employees, contractors, guests and invitees. As of the date hereof, Lot 1 remains undeveloped, and the foregoing indemnification obligations shall not apply to City. At such time as Lot 1 is conveyed to a third party or City undertakes development of Lot, then the foregoing indemnification obligations shall apply, and the then-current Owner of Lot 1 shall take such steps as are necessary to assume those obligations. Each transferee of Lot 1, by accepting a deed to that parcel, shall be conclusively deemed to have assumed, and agreed to perform, the indemnification obligations set forth herein. The provisions of this Section shall survive termination of this Agreement.

Reciprocal Indemnification. Each Owner other than CityBased on the common occupancy of the Building by Sublandlord and Subtenant, on behalf of itself and its tenants and occupants and their respective representativesthe parties indemnity obligations shall be subject to a comparative negligence standard, agents, employees, contractors, guests and invitees such that (each an “Indemnifying Owner”), 1) Subtenant shall indemnify, release, defend and hold harmless each other Owner Sublandlord from and against all losses, costs, damages, expenses and liabilities, including, without limitation, reasonable attorneys' fees, to the extent Sublandlord may incur or pay such losses, costs, damages, expenses and liabilities by reason of. (a) Subtenant's use, occupancy or management of the Sublet Premises; (b) any accidents, damages or injuries to persons or property occurring in, on or about the Sublet Premises and caused by Subtenant; (c) any breach or default hereunder by Subtenant; (d) any work done by Subtenant in or to the Sublet Premises; or (e) any act, omission or negligence occurring in, on or about the Sublet Premises on the part of Subtenant and/or its members, officers, employees, agents, representativescustomers, volunteersinvitees or any person claiming through or under Subtenant, successors and assigns for(2) Sublandlord shall indemnify, defend and hold harmless Subtenant from and against all losses, costs, damages, expenses and liabilities, including, without limitation, reasonable attorneys' fees, to the extent Subtenant may incur or pay such losses, costs, damages, expenses and liabilities by reason of (i) Sublandlord's use, occupancy, or management of the Original Premises; (ii) any damageaccidents, claim, demand, lawsuit or action of any kind for damages or lossinjuries to persons or property occurring in, whether such damage on or loss is to person about the Retained Premises; (iii) any breach or propertydefault hereunder or under the Main Lease by Sublandlord; (iv) any work done by or on behalf of Sublandlord in the Original Premises; or (v) any act, arising in whole omission or in negligence occurring in, on or about the Retained Premises on the part out of the use and enjoyment of the Driveway by the Indemnifying Owner and Sublandlord and/or its tenants and occupants and their respective representativesofficers, employees, agents, employeescustomers, contractors, guests and invitees, including but not limited to (a) claims by third parties who are invited invitees or permitted onto the Driveway, either expressly any person claiming through or impliedly, by the Indemnifying Owner or by the nature of Indemnifying Owner’s use of the Driveway pursuant to this Agreement; or (b) any Indemnifying Party’s failure to comply with or fulfill its obligations established by this Agreement or by law. Such obligation to indemnify shall extend to and encompass all costs incurred by any other Owner(s) in defending against such claims, demands, lawsuits or actions, including but not limited to attorney, witness and expert fees, and any other litigation related expenses. In the event that any action or proceeding shall be brought against an Owner by reason of any claim referred to in this Section, the Indemnifying Owner shall at Indemnifying Owner’s sole cost and expense, resist or defend the same through counsel selected by the Indemnifying Owner and reasonably approved by other Owners to be indemnified. Each Indemnifying Owner’s obligation pursuant to this Section shall not extend to claims, demands, lawsuits or actions for liability attributable to the sole exclusive gross negligence or intentional misconduct of any other Owner, its tenants and occupants and their respective representatives, agents, employees, contractors, guests and invitees. As of the date hereof, Lot 1 remains undeveloped, and the foregoing indemnification obligations shall not apply to City. At such time as Lot 1 is conveyed to a third party or City undertakes development of Lot, then the foregoing indemnification obligations shall apply, and the then-current Owner of Lot 1 shall take such steps as are necessary to assume those obligations. Each transferee of Lot 1, by accepting a deed to that parcel, shall be conclusively deemed to have assumed, and agreed to perform, the indemnification obligations set forth herein. The provisions of this Section shall survive termination of this Agreementunder Sublandlord.

Reciprocal Indemnification. Each Owner other than CityTo the extent not covered by proceeds arising from the insurance required to be maintained hereunder, on behalf the Program Location shall defend, indemnify and hold the Coachella Valley Recreation and Park District as operator of itself and its tenants and occupants First Tee — Coachella Valley (for purposes of this reciprocal indemnification only “First Tee”) and their respective officers, directors, employees, representatives, agents, employees, contractors, guests and invitees (each an “Indemnifying Owner”), shall indemnify, release, defend and hold harmless each other Owner and its members, officers, employees, agents, representatives, volunteers, successors contractors and assigns forsubcontractors (in the aggregate and alternatively, “Authorized Representatives”) harmless from and against without limitation all claims, losses, damages, liabilities, obligations, penalties, including without limitation all costs, charges, expenses and reasonable attorney’s fees (whether incurred in preparation for or at trial or appeal or in any damage, claim, demand, lawsuit or action of any kind for damages or loss, whether such insolvency proceeding) (“Claims”) arising out of: (i) damage or loss is to person or property, arising in whole or injury or death of persons (including the property and persons of the parties hereto and their Authorized Representatives) occasioned by or in part out connection with the tortuous acts of negligence or willful acts of omissions of the use and enjoyment of the Driveway by the Indemnifying Owner and Program Location or its tenants and occupants and their respective representatives, agents, employees, contractors, guests and invitees, including but not limited to (a) claims by third parties who are invited or permitted onto the Driveway, either expressly or impliedly, by the Indemnifying Owner or by the nature of Indemnifying Owner’s use of the Driveway pursuant to this AgreementAuthorized Representatives; or (bii) any Indemnifying PartyProgram Location’s failure to comply with breach of its or fulfill their material duties and obligations under this Agreement, or that of its obligations established by this Agreement Authorized Representatives; or by law. Such obligation to indemnify shall extend to and encompass all costs incurred by any other Owner(s(iii) in defending against such claims, demands, lawsuits Program Location’s use occupancy or actions, including but not limited to attorney, witness and expert fees, and any other litigation related expenses. In the event that any action or proceeding shall be brought against an Owner by reason of any claim referred to in this Section, the Indemnifying Owner shall at Indemnifying Owner’s sole cost and expense, resist or defend the same through counsel selected by the Indemnifying Owner and reasonably approved by other Owners to be indemnified. Each Indemnifying Owner’s obligation pursuant to this Section shall not extend to claims, demands, lawsuits or actions for liability attributable to the sole exclusive gross negligence or intentional misconduct of any other Owner, its tenants and occupants and their respective representatives, agents, employees, contractors, guests and invitees. As operation of the date hereofFacility, Lot 1 remains undeveloped, and or that of its Authorized Representatives. The obligations of the foregoing Program Location hereunder shall survive the expiration or earlier termination of this Agreement. These indemnification obligations shall not apply to Cityany Claims that may result or arise from First Tee’s own negligence or material breech of this Agreement, or that of First Tee’s Authorized Representatives. At such time as Lot 1 is conveyed Likewise, to a third party the extent not covered by proceeds arising from the insurance required to be maintained hereunder, First Tee shall defend, indemnify and hold the Program Location and its Authorized Representatives harmless from and against without limitation all Claims arising out of: (i) damage to property, or City undertakes development injury or death of Lotpersons (including the property and persons of the parties hereto and their Authorized Representatives) occasioned by or in connection with the tortuous acts of negligence or willful acts of omissions of First Tee or its Authorized Representatives; or (ii) First Tee’s breach of its or their material duties and obligations under this Agreement, then or that of its Authorized Representatives; or (iii) First Tee’s use or occupancy of the foregoing indemnification obligations shall applyFacility, and the then-current Owner or that of Lot 1 shall take such steps as are necessary to assume those obligations. Each transferee of Lot 1, by accepting a deed to that parcel, shall be conclusively deemed to have assumed, and agreed to perform, the indemnification obligations set forth hereinits Authorized Representatives. The provisions obligations of this Section First Tee hereunder shall survive the expiration or earlier termination of this Agreement. These indemnification obligations shall not apply to any Claims that may result or arise from the Program Location’s own negligence or material breech of this Agreement, or that of the Program Location’s Authorized Representatives.

Reciprocal Indemnification. Each Owner other than CityMultitrade and DuPont, on behalf of itself respectively, as indemnitor, will indemnify the other, as indemnitee, and hold harmless it, its tenants partners, officers, directors, agents and occupants affiliates, and their respective representatives, agents, employees, contractors, guests and invitees (each an “Indemnifying Owner”), shall indemnify, release, defend and hold harmless each other Owner and its members, officers, employees, agents, representatives, volunteers, successors and assigns forassigns, from and against any damageand all losses (excluding consequential losses), claimdamages, demand, lawsuit expenses and liabilities suffered or action paid as a result of any kind for damages and all claims, demands, fines, penalties, settlements, suits, causes of actions, proceedings, judgments and liabilities, including reasonable counsel fees incurred in litigation or lossotherwise, whether assessed, incurred or sustained by or against any such party with respect to or resulting from injuries to or death of persons, including, but not limited to, employees of either party hereto, and damage to or loss is to person or propertydestruction of property of either party hereto, arising in whole out of, or in part out any way connected with, the failure to comply with any Applicable Law of any authority having proper jurisdiction, or the performance or non-performance of any provision of this Agreement or the Ground Lease, or any operations conducted hereunder or the use and enjoyment occupancy of the Driveway System Site, by indemnitor, its agents or employees, which such indemnitor is responsible for complying with, performing or non-performing, as the case may be, excepting only such injury, death, damage or destruction as may be caused by the Indemnifying Owner and gross negligence or willful misconduct of the indemnitee, its tenants and occupants and their respective representativesagents or employees. Each indemnitee upon the indemnitee's request, agents, employees, contractors, guests and invitees, including but not limited to (a) claims shall defend any suit asserting a claim covered by third parties who are invited or permitted onto the Driveway, either expressly or impliedly, by the Indemnifying Owner or by the nature of Indemnifying Owner’s use of the Driveway pursuant to this Agreement; indemnity or (b) if the indemnitor elects to control the defense of such suit, shall cooperate with the indemnitor in respect of any Indemnifying Party’s failure matter related to comply with or fulfill its obligations established by this Agreement or by lawsuch defense. Such obligation to indemnify The indemnitor shall extend to and encompass pay all costs that may be incurred by any other Owner(s) in defending against such claims, demands, lawsuits or actionsthe indemnitee, including but not limited to reasonable attorney, witness and expert 's fees, and any other litigation related expenses. In the event that any action or proceeding shall be brought against an Owner by reason within twenty (20) days of any claim referred written request therefor, subject (as to in this Section, the Indemnifying Owner shall at Indemnifying Owner’s sole cost and expense, resist or defend the same through counsel selected by the Indemnifying Owner and reasonably approved by other Owners any disputed amounts) to be indemnified. Each Indemnifying Owner’s obligation pursuant to this Section shall not extend to claims, demands, lawsuits or actions for liability attributable to the sole exclusive gross negligence or intentional misconduct of any other Owner, its tenants and occupants and their respective representatives, agents, employees, contractors, guests and invitees. As of the date hereof, Lot 1 remains undeveloped, and the foregoing indemnification obligations shall not apply to City. At such time as Lot 1 is conveyed to a third party or City undertakes development of Lot, then the foregoing indemnification obligations shall apply, and the then-current Owner of Lot 1 shall take such steps as are necessary to assume those obligations. Each transferee of Lot 1, by accepting a deed to that parcel, shall be conclusively deemed to have assumed, and agreed to perform, the indemnification obligations set forth herein. The provisions of this Section shall survive termination of this Agreement12.

Reciprocal Indemnification. Each Owner other than City(a) Xxxxxxxx shall be responsible for, on behalf of itself and its tenants and occupants and their respective representativesshall defend, agents, employees, contractors, guests and invitees (each an “Indemnifying Owner”), shall indemnify, release, defend and hold harmless each other Owner MCU and its membersAffiliates and their respective directors, officers, employees and equity holders (“MCU Indemnified Parties”) harmless from and against all claims and losses of whatever kind and nature (including fines and penalties) in connection with anything that may happen or arise with respect to any equipment, materials, and/or facilities emanating or originating from facilities provided by or on behalf of Xxxxxxxx or its contractors at the Site, BUT EXCLUDING ANY CLAIMS OR LOSSES TO THE EXTENT CAUSED BY OR ARISING OUT OF THE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE MCU INDEMNIFIED PARTIES. (b) Except as otherwise provided in Section 5.2(a), MCU and the Joint Venture shall be responsible for, and shall defend, indemnify, release and hold Xxxxxxxx, its Affiliates, and its and their respective contractors, subcontractors, and the directors, officers, employees, agents, representatives, volunteersinvitees, successors equity holders, advisors, and assigns for, agents of each of the foregoing (“Xxxxxxxx Indemnified Parties”) harmless from and against all claims and losses of whatever kind and nature (including fines and penalties) in connection with anything that may happen or arise with respect to any damageand all of the following: spills, claimleaks, demandand/or discharges of any material or substance (including any Fresh Water, lawsuit Process Water or Extraneous Material) emanating or originating from MCU’s or its Affiliates equipment, transport, or materials (excluding the Units and/or the holding tanks), or any other action of any kind for damages MCU or lossits Affiliates, whether such damage or loss is to person or property, arising in whole or in part out of the use and enjoyment of the Driveway by the Indemnifying Owner and its tenants and occupants and their respective representativesemployees, agents, employeescontractors or subcontractors BUT EXCLUDING ANY CLAIMS OR LOSSES TO THE EXTENT CAUSED BY OR ARISING OUT OF THE NEGLIGENCE, contractors, guests and invitees, including but not limited to (a) claims by third parties who are invited or permitted onto the Driveway, either expressly or impliedly, by the Indemnifying Owner or by the nature of Indemnifying Owner’s use of the Driveway pursuant to this Agreement; or (b) any Indemnifying Party’s failure to comply with or fulfill its obligations established by this Agreement or by law. Such obligation to indemnify shall extend to and encompass all costs incurred by any other Owner(s) in defending against such claims, demands, lawsuits or actions, including but not limited to attorney, witness and expert fees, and any other litigation related expenses. In the event that any action or proceeding shall be brought against an Owner by reason of any claim referred to in this Section, the Indemnifying Owner shall at Indemnifying Owner’s sole cost and expense, resist or defend the same through counsel selected by the Indemnifying Owner and reasonably approved by other Owners to be indemnified. Each Indemnifying Owner’s obligation pursuant to this Section shall not extend to claims, demands, lawsuits or actions for liability attributable to the sole exclusive gross negligence or intentional misconduct of any other Owner, its tenants and occupants and their respective representatives, agents, employees, contractors, guests and invitees. As of the date hereof, Lot 1 remains undeveloped, and the foregoing indemnification obligations shall not apply to City. At such time as Lot 1 is conveyed to a third party or City undertakes development of Lot, then the foregoing indemnification obligations shall apply, and the then-current Owner of Lot 1 shall take such steps as are necessary to assume those obligations. Each transferee of Lot 1, by accepting a deed to that parcel, shall be conclusively deemed to have assumed, and agreed to perform, the indemnification obligations set forth herein. The provisions of this Section shall survive termination of this AgreementGROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE XXXXXXXX INDEMNIFIED PARTIES.

Reciprocal Indemnification. Each Owner other than City, on behalf of itself and its tenants and occupants and their respective representatives, agents, employees, contractors, guests and invitees (each an “Indemnifying Owner”), Landlord shall indemnify, release, defend and hold harmless each other Owner and its members, officers, employees, agents, representatives, volunteers, successors and assigns not be liable for, and Tenant will indemnify and defend Landlord from and against any damageall losses, claimliabilities, demand, lawsuit or action of any kind for damages or loss, whether such damage or loss is to person or property, arising in whole or in part out of the use and enjoyment of the Driveway by the Indemnifying Owner and its tenants and occupants and their respective representatives, agents, employees, contractors, guests and invitees, including but not limited to (a) claims by third parties who are invited or permitted onto the Driveway, either expressly or impliedly, by the Indemnifying Owner or by the nature of Indemnifying Owner’s use of the Driveway pursuant to this Agreement; or (b) any Indemnifying Party’s failure to comply with or fulfill its obligations established by this Agreement or by law. Such obligation to indemnify shall extend to and encompass all costs incurred by any other Owner(s) in defending against such claims, demands, lawsuits or actionssuits, including but not limited to attorneyproceedings, witness and expert feesjudgments, costs, and any other litigation related expenses. In the event , (including attorneys’ fees), that any action or proceeding shall be brought against an Owner by reason of result from any claim referred of injury or damage that arises in any manner from any occurrence in the Premises or otherwise from Tenant’s use or occupancy of the Premises, whether or not Landlord is also indemnified by anyone else. Subject to in this Sectionthe preceding sentence, the Indemnifying Owner shall at Indemnifying Owner’s sole cost and expense, resist or defend the same through counsel selected by the Indemnifying Owner and reasonably approved by other Owners to be indemnified. Each Indemnifying Owner’s obligation pursuant to this Section Tenant shall not extend to be liable for, and Landlord will indemnify and defend Tenant from and against all losses, liabilities, claims, demands, lawsuits suits, proceedings, judgments, costs, and expenses, (including attorneys’ fees), that result from any claim of injury or actions for damage that arises in any manner from any occurrence in the common areas of the Property outside of the Premises, whether or not Tenant is also indemnified by anyone else. Each of Landlord and Tenant acknowledges and agrees that this Paragraph 13 (a) obligates it to indemnify and defend the other against the consequences of the indemnitee’s own negligence when the indemnitee is or is claimed to be jointly, comparatively, contributively, or concurrently negligent with the indemnitor, and when any claim is based upon or alleged to be based upon the strict liability attributable of the indemnitee. Any indemnitee has the right to participate in the sole exclusive gross negligence or intentional misconduct defense of any other Owner, indemnified claim at its tenants and occupants and their respective representatives, agents, employees, contractors, guests and invitees. As of the date hereof, Lot 1 remains undeveloped, and the foregoing indemnification obligations shall not apply to City. At such time as Lot 1 is conveyed to a third party or City undertakes development of Lot, then the foregoing indemnification obligations shall apply, and the then-current Owner of Lot 1 shall take such steps as are necessary to assume those obligations. Each transferee of Lot 1, by accepting a deed to that parcel, shall be conclusively deemed to have assumed, and agreed to perform, the indemnification obligations set forth herein. The provisions of this Section shall survive termination of this Agreementown expense.