Common use of Waiver; Indemnity Clause in Contracts

Waiver; Indemnity. a) Licensor shall not be liable for and Licensee hereby waives all claims against Licensor for damage to any property or injury, illness, or death of any person in, upon or about the License Area arising in any way due to, in Connection with, or related to, directly or indirectly, the use of the License Area by Licensee, Licensee’s employees, agents, invitees, or contractors. Licensor and Licensee hereby agree and acknowledge that the relationship between Licensor and Licensee is solely a Licensor/Licensee relationship and not a principal/agent relationship or any other relationship. Licensee is acting on its own behalf in using the License Area (for the purposes described herein or for any other purpose(s) that may occur) and is not operating as an agent of Licensor or as part of Licensor’s operations as a school district. The provisions of this Section 3(a) shall not apply to the extent that all or part of the Liabilities (as defined below) is due to the gross negligence or willful misconduct of the Indemnified Parties or due to a breach of Licensor’s obligations under this Agreement. b) To the fullest extent permitted by law, Licensee shall indemnify, defend, and protect Licensor, Licensor’s Board of Education, FilmL.A., and their respective officers, directors, other members, partners, employees, agents, and independent consultants (singularly, “Indemnified Party”; collectively, “Indemnified Parties”) and hold the Indemnified Parties harmless from any and all losses, costs, damages, expenses, and liabilities (including, without limitation, court costs and reasonable attorneys’ fees) incurred in connection with or arising from any cause (i) any default by Licensee in the observance or performance of any of the terms, covenants, or conditions of this Agreement on Licensee’s part to be observed or performed; (ii) the use, occupancy or control of the License Area by Licensee or any person claiming by, through, or under Licensee, Licensee’s employees, agents, contractors, licensees, directors, officers, partners, trustees, visitors, or invitees, or any such person in, on, or about the License Area either prior to, during, or after the expiration of the term of this Agreement (singularly, “Liability”; collectively, “Liabilities”); and

Waiver; Indemnity. a) Licensor shall not be liable for and Licensee hereby waives all claims against Licensor for damage to any property or injury, illness, or death of any person in, upon or about the License Area arising in any way due to, in Connection with, or related to, directly or indirectly, the use of the License Area by Licensee, Licensee’s employees, agents, invitees, or contractors. Licensor and Licensee hereby agree and acknowledge that the relationship between Licensor and Licensee is solely a Licensor/Licensee relationship and not a principal/agent relationship or any other relationship. Licensee is acting on its own behalf in using the License Area (for the purposes described herein or for any other purpose(s) that may occur) and is not operating as an agent of Licensor or as part of Licensor’s operations as a school district. The provisions of this Section 3(a) shall not apply to the extent that all or part of the Liabilities (as defined below) is due to the gross negligence or willful misconduct of the Indemnified Parties or due to a breach of Licensor’s obligations under this Agreement.or b) To the fullest extent permitted by law, Licensee shall indemnify, defend, and protect Licensor, Licensor’s Board of Education, FilmL.A., and their respective officers, directors, other members, partners, employees, agents, and independent consultants (singularly, “Indemnified Party”; collectively, “Indemnified Parties”) and hold the Indemnified Parties harmless from any and all losses, costs, damages, expenses, and liabilities (including, without limitation, court costs and reasonable attorneys’ fees) incurred in connection with or arising from any cause (i) any default by Licensee in the observance or performance of any of the terms, covenants, or conditions of this Agreement on Licensee’s part to be observed or performed; (ii) the use, occupancy or control of the License Area by Licensee or any person claiming by, through, or under Licensee, Licensee’s employees, agents, contractors, licensees, directors, officers, partners, trustees, visitors, or invitees, or any such person in, on, or about the License Area either prior to, during, or after the expiration of the term of this Agreement (singularly, “Liability”; collectively, “Liabilities”); andand (iii) any claim by a third party that Licensor is responsible for any actions by Licensee in connection with any use or occupancy of the License Area or in any way related to this Agreement. The provisions of this Section 3(b) shall not apply to the extent that all or part of the Liabilities is due to the gross negligence or willful misconduct of the Indemnified Parties or due to a breach of Licensor’s obligations under this Agreement. Notwithstanding anything to the contrary set forth in this Section 21, Licensor shall remain liable for any and all losses, costs, damages, expenses, and liabilities (including, without limitation, court costs and reasonable attorneys’ fees) incurred in connection with or arising from any cause in the use or occupancy by Licensor of the License Area, including, without limiting the generality of the foregoing: (a) any default by Licensor in the observance or performance of any of the terms, covenants, or conditions of this Agreement on Licensor’s part to be observed or performed; and (b) the use or occupancy of the License Area by Licensor or any person claiming by, through, or under Licensor or Licensor’s employees, agents, contractors, directors, officers, partners, trustees, visitors, or invitees, or any such person in, on, or about the License Area either prior to, during, or after the expiration of the term of this Agreement. The provisions of this Section 21 shall survive the expiration or earlier termination of this Agreement.

Waiver; Indemnity. (a) Licensor shall not be liable for and Licensee hereby waives all claims against Licensor for damage to any property or injury, illness, or death of any person in, upon or about the License Area arising in any way due to, in Connection with, or related to, directly or indirectly, the use of the License Area by Licensee, Licensee’s employees, agents, invitees, or contractors. Licensor and Licensee hereby agree and acknowledge that the relationship between Licensor and Licensee is solely a Licensor/Licensee relationship and not a principal/agent relationship or any other relationship. Licensee is acting on its own behalf in using the License Area (for the purposes described herein or for any other purpose(s) that may occur) and is not operating as an agent of Licensor or as part of Licensor’s operations as a school district. The provisions of this Section 3(a) shall not apply to the extent that all or part of the Liabilities (as defined below) is due to the gross negligence or willful misconduct of the Indemnified Parties or due to a breach of Licensor’s obligations under this Agreement. (b) To the fullest extent permitted by law, Licensee shall indemnify, defend, and protect Licensor, Licensor’s Board of Education, FilmL.A., and their respective officers, directors, other members, partners, employees, agents, and independent consultants (singularly, “Indemnified Party”; collectively, “Indemnified Parties”) and hold the Indemnified Parties harmless from any and all losses, costs, damages, expenses, and liabilities (including, without limitation, court costs and reasonable attorneys’ fees) incurred in connection with or arising from any cause (i) any default by Licensee in the observance or performance of any of the terms, covenants, or conditions of this Agreement on Licensee’s part to be observed or performed; (ii) the use, occupancy or control of the License Area by Licensee or any person claiming by, through, or under Licensee, Licensee’s employees, agents, contractors, licensees, directors, officers, partners, trustees, visitors, or invitees, or any such person in, on, or about the License Area either prior to, during, or after the expiration of the term of this Agreement (singularly, “Liability”; collectively, “Liabilities”); and

Waiver; Indemnity. (a) Licensor shall not be liable for and Licensee hereby waives all claims against Licensor for damage to any property or injury, illness, or death of any person in, upon or about the License Area arising in any way due to, in Connection with, or related to, directly or indirectly, the use of the License Area by Licensee, Licensee’s employees, agents, invitees, or contractors, except as provided for herein. Licensor and Licensee hereby agree and acknowledge that the relationship between Licensor and Licensee is solely a Licensor/Licensee relationship and not a principal/agent relationship or any other relationship. Licensee is acting on its own behalf in using the License Area (for the purposes described herein or for any other purpose(s) that may occur) and is not operating as an agent of Licensor or as part of Licensor’s operations as a school district. The provisions of this Section 3(a20(a) shall not apply to the extent that all or part of the Liabilities (as defined below) is due to the gross negligence or willful misconduct of the Indemnified Parties or due to a breach of Licensor’s obligations under this Agreement. (b) To the fullest extent permitted by law, Licensee shall indemnify, defend, and protect Licensor, Licensor’s Board of Education, FilmL.A., and their respective officers, directors, other members, partners, employees, agents, and independent consultants Contractors (singularly, “Indemnified Party”; collectively, “Indemnified Parties”) and hold the Indemnified Parties harmless from any and all losses, costs, damages, expenses, and liabilities (including, without limitation, court costs and reasonable outside attorneys’ fees) incurred in connection with or arising from any cause (i) any default by Licensee in the observance or performance of any of the terms, covenants, or conditions of this Agreement on Licensee’s part to be observed or performed; (ii) the use, occupancy or control of the License Area by Licensee or any authorized person claiming by, through, or under Licensee, Licensee’s employees, agents, contractors, licensees, directors, officers, partners, trustees, visitors, or invitees, or any such person in, on, or about the License Area either prior to, during, or after during the expiration of the term Term of this Agreement (singularly, “Liability”; collectively, “Liabilities”), and (iii) any claim by a third party that Licensor is responsible for any actions by Licensee in connection with any use or occupancy of the License Area or in any way related to this Agreement; andand (iv) any claim by a third party for Licensee’s failure to obtain a release pursuant to Paragraph 6 of this Agreement. The provisions of this Section 20(b) shall not apply to the extent that all or part of the Liabilities is due to the gross negligence or willful misconduct of the Indemnified Parties or due to a breach of Licensor’s obligations under this Agreement. Notwithstanding anything to the contrary set forth in this Section 20, Licensor shall remain liable for any and all losses, costs, damages, expenses, and liabilities (including, without limitation, court costs and reasonable attorneys’ fees) incurred in connection with or arising from any cause in the use or occupancy by Licensor of the License Area, including, without limiting the generality of the foregoing: (a) any default by Licensor in the observance or performance of any of the terms, covenants, or conditions of this Agreement on Licensor’s part to be observed or performed; and (b) the use or occupancy of the License Area by Licensor or any person claiming by, through, or under Licensor or Licensor’s employees, agents, contractors, directors, officers, partners, trustees, visitors, or invitees, or any such person in, on, or about the License Area either prior to, during, or after the expiration of the Term of this Agreement. The provisions of this Section 19 shall survive the expiration or earlier termination of this Agreement.