Common use of Release and Indemnification Clause in Contracts

Release and Indemnification. Each Party agrees to release, indemnify, defend and hold harmless (“Indemnifying Party”) the other Party, its directors, officers, employees, and agents, successors and assigns (“Indemnified Party”), from and against all claims, losses, expenses, fees, damages and liabilities, including reasonable attorney fees and disbursements, costs, and judgments, sustained in any action commenced by any third party in connection with the Indemnifying Party’s performance of, or failure to perform, its obligations and duties under this Agreement, except for those damages, costs, expenses and liabilities arising from the negligence or willful misconduct of the Indemnified Party; provided, however, that Consultant is not obligated to indemnify Company, and Company shall defend and indemnify Consultant hereunder, for any claims by any third party, including any clients and/or customers of Company, arising from services provided by Company that incorporate any of the Services being provided by Consultant hereunder, including but not limited to (a) the violation of any applicable law by the Company or the Company’s clients and/or customers; (b) damage to property or personal injury (including death) arising out of the acts or omissions of Company’s clients and/or customers; (c) termination or suspension of Services of Company or Company’s clients and/or customers due to a Company Default; or (d) claims by any third party, including without limitation Company’s clients and/or customers, arising out of or related to the use or misuse of any Service. In all claims for Indemnity under this paragraph, the Indemnifying Party’s obligation shall be calculated on a comparative basis of fault and responsibility. Neither party shall be obligated to indemnify the other in any manner whatsoever for claims, losses, expenses, or damages resulting from the other party’s own negligence.

Release and Indemnification. Each Party Lessee agrees to releaseuse and occupy the Property at its own risk and hereby releases Lessor and Lessor’s agents and employees from all claims for any damage, compensation, liability, injury, loss or claim from any cause, other than gross negligence or willful misconduct of Lessor, its agents or employees, relative to or arising from (i) loss or damage to Lessee's personal property or improvements that Lessee may remove pursuant to Section 3.04 hereof; (ii) any injury to person or damage to property on or about the Property; (iii) any criminal act on or about the Property; or (iv) interference with Lessee's business operations or loss of occupancy or use of the Property from Lessor's right to access or enter the Property under this Lease. Lessee acknowledges and agrees that Lessor has no duty or obligation to provide security for the Property. Lessee shall indemnify, protect, defend and hold harmless (“Indemnifying Party”) each of the other Party, its directors, officers, employees, and agents, successors and assigns (“Indemnified Party”), Parties from and against any and all claimsLosses (excluding Losses suffered by an Indemnified Party arising out of the gross negligence or willful misconduct of such Indemnified Party) caused by, lossesincurred or resulting from Lessee’s operations or occurring in or about the Property, expenseswhether relating to its original design or construction, feeslatent defects, damages and liabilitiesalteration, including reasonable attorney fees and disbursementsmaintenance, costsuse by Lessee or any Person thereon, and judgmentssupervision or otherwise, sustained in or from any action commenced by any third party in connection with the Indemnifying Party’s performance breach of, default under, or failure to perform, any term or provision of this Lease by Lessee, its officers, employees, agents or other Persons. It is expressly understood and agreed that Lessee’s obligations and duties under this Agreement, except for those damages, costs, expenses and liabilities arising from Section shall survive the negligence expiration or willful misconduct earlier termination of the Indemnified Party; provided, however, that Consultant is not obligated to indemnify Company, and Company shall defend and indemnify Consultant hereunder, this Lease for any claims by any third party, including any clients and/or customers of Company, arising from services provided by Company that incorporate any of the Services being provided by Consultant hereunder, including but not limited to (a) the violation of any applicable law by the Company or the Company’s clients and/or customers; (b) damage to property or personal injury (including death) arising out of the acts or omissions of Company’s clients and/or customers; (c) termination or suspension of Services of Company or Company’s clients and/or customers due to a Company Default; or (d) claims by any third party, including without limitation Company’s clients and/or customers, arising out of or related to the use or misuse of any Service. In all claims for Indemnity under this paragraph, the Indemnifying Party’s obligation shall be calculated on a comparative basis of fault and responsibility. Neither party shall be obligated to indemnify the other in any manner whatsoever for claims, losses, expenses, or damages resulting from the other party’s own negligencereason whatsoever.

Release and Indemnification. Each Party agrees to releaseThe Company shall at all times protect, indemnify, defend indemnify and hold the Issuer, the members of the Issuer, and the attorneys, agents and employees of the Issuer harmless (“Indemnifying Party”) against any and all liability, losses, damages, costs, expenses, taxes, causes of action, suits, claims, demands and judgments of any nature arising or in connection with the other Partydevelopment, Acquisition or operation of the Project Facility or the financing of the Project Facility, including, without limitation, all claims or liability resulting from entering into or performing in accordance with or in connection with the Bond Documents or Basic Documents or any loss or damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to the Project Facility or the use thereof, including without limitation any lease thereof or assignment of its interest in this Agreement, such indemnification to include reasonable expenses and attorneys' fees incurred by the Issuer, its directors, members, officers, employeesattorneys, agents and employees in connection therewith; provided, that such indemnity shall be effective only to the extent of any loss that may be sustained by the Issuer, its directors, members, officers, attorneys, agents and employees in excess of the Net Proceeds received by it or them from any insurance carried with respect to such loss, if applicable, and agentsprovided, successors further that the benefits of this Section 8.7 shall not inure to any person other than the Issuer, its directors, members, officers, attorneys, agents and assigns (“Indemnified Party”)employees; and provided, from and against all further that such loss, damage, death, injury, claims, losses, expenses, fees, damages and liabilities, including reasonable attorney fees and disbursements, costs, and judgments, sustained in any action commenced by any third party in connection with the Indemnifying Party’s performance of, demands or failure to perform, its obligations and duties under this Agreement, except for those damages, costs, expenses and liabilities arising causes shall not have resulted from the gross negligence or intentional or willful misconduct of of, the Indemnified Party; providedIssuer or such directors, howevermembers, that Consultant is not obligated to indemnify Companyofficers, and Company shall defend and indemnify Consultant hereunderattorneys, for any claims by any third party, including any clients and/or customers of Company, arising from services provided by Company that incorporate any of the Services being provided by Consultant hereunder, including but not limited to agents (a) the violation of any applicable law by other than the Company or the Company’s clients and/or customers; (bany of its subagents) damage to property or personal injury (including death) arising out of the acts or omissions of Company’s clients and/or customers; (c) termination or suspension of Services of Company or Company’s clients and/or customers due to a Company Default; or (d) claims by any third party, including without limitation Company’s clients and/or customers, arising out of or related to the use or misuse of any Service. In all claims for Indemnity under this paragraph, the Indemnifying Party’s obligation shall be calculated on a comparative basis of fault and responsibility. Neither party shall be obligated to indemnify the other in any manner whatsoever for claims, losses, expenses, or damages resulting from the other party’s own negligenceemployees.

Release and Indemnification. Each Party Tenant agrees to releaseuse and occupy the Properties at its own risk and hereby releases Landlord and Landlord’s agents and employees from all claims for any damage or injury to the full extent permitted by Law; provided, however, that such release shall not apply to any claim, damage or injury to the extent caused by the gross negligence or willful misconduct of Landlord, its agents or employees. Tenant agrees that Landlord shall not be responsible or liable to Tenant or Tenant’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person; provided, however, that such release shall not apply to any claim, damage or injury to the extent caused by the gross negligence or willful misconduct of Landlord, its agents or employees. Tenant agrees that any employee or agent to whom the Properties or any part thereof shall be entrusted by or on behalf of Tenant shall be acting as Tenant’s agent with respect to the Properties or any part thereof, and neither Landlord nor Landlord’s agents, employees or contractors shall be liable for any loss of or damage to the Properties or any part thereof. Tenant shall indemnify, protect, defend and hold harmless (“Indemnifying Party”) each of the other Party, its directors, officers, employees, and agents, successors and assigns (“Indemnified Party”), Parties from and against any and all claims, losses, expenses, fees, damages and liabilities, including reasonable attorney fees and disbursements, costs, and judgments, sustained in any action commenced Losses (excluding Losses suffered by any third party in connection with an Indemnified Party arising out of the Indemnifying Party’s performance of, or failure to perform, its obligations and duties under this Agreement, except for those damages, costs, expenses and liabilities arising from the gross negligence or willful misconduct of the any Indemnified Party; provided, however, that Consultant is the term “gross negligence” as used herein shall not obligated include gross negligence imputed as a matter of law to indemnify Company, and Company shall defend and indemnify Consultant hereunder, for any claims by any third party, including any clients and/or customers of Company, arising from services provided by Company that incorporate any of the Services being provided Indemnified Parties solely by Consultant hereunderreason of Landlord’s interest in any Property or Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this Lease) relating in any way to the Properties or caused by, including but not limited to (a) the violation of any applicable law incurred or resulting from Tenant’s operations at or by the Company or the CompanyTenant’s clients and/or customers; (b) damage to property or personal injury (including death) arising out use and occupancy of the acts Properties, whether relating to its original design or omissions construction, latent defects, alteration, maintenance, use by Tenant or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of Companythis Lease by Tenant, its officers, employees, agents or other Persons. It is expressly understood and agreed that Tenant’s clients and/or customers; (c) termination or suspension of Services of Company or Company’s clients and/or customers due to a Company Default; or (d) claims by any third party, including without limitation Company’s clients and/or customers, arising out of or related to the use or misuse of any Service. In all claims for Indemnity obligations under this paragraph, Section shall survive the Indemnifying Party’s obligation shall be calculated on a comparative basis expiration or earlier termination of fault and responsibility. Neither party shall be obligated to indemnify the other in this Lease for any manner whatsoever for claims, losses, expenses, or damages resulting from the other party’s own negligencereason whatsoever.