Common use of Indemnification by Owner Clause in Contracts

Indemnification by Owner. Tenant shall indemnify, defend, protect and hold harmless Owner, the partnership, the partnership’s partners, employees, contractors, agents, representatives, heirs, executors, administrators, assigns and legal successors (each an “Indemnified Party”, all jointly “Indemnified Parties”) from and against any and all claims, demands, causes of action (of every kind and nature, in law and at equity) liabilities, obligations, losses, attorney’s fees, costs, damages, recoveries or expenses (jointly “Claims”) arising from or related to: the occupancy and use of Premises by Tenant or any other person and/or entity with the knowledge and/or consent of Tenant (“Third Party(ies)”); the conduct of Tenant’s or any Third Party’s(ies)”) business; any activity, work or things done, permitted or suffered by Tenant and/or any Third Party(ies) in or about Premises or elsewhere; all Claims arising from any breach or default in the performance of any obligation of Tenant; any Claims arising from any negligence or intentional misconduct of any Third Party(ies), Tenant or Tenant’s employees, contractors, agents, representatives, invitees, related entities (and officers, directors and principals of any related entity), assigns and legal successors occurring on or about the Premises; and from any Claims paid, including but not limited to claims incurred or suffered by, or asserted against, Owner, the Premises or the Premises arising from or attributable to any repair, cleanup or detoxification, or preparation and implementation of any removal, remediation, response, closure or other plan (jointly “Response”) concerning any “Hazardous Substance” as contemplated and defined above on, under or about the Premises caused by Tenant and/or any of Tenant’s former or existing employees, contractors, agents, representatives, invitees, related entities (and officers, directors and principals of any related entity), assigns and legal successors from and after Tenant’s occupancy of Premises; and all costs, attorney’s fees, expenses and liabilities incurred in the defense of any Claim(s) or action brought on any such claims. Tenant shall provide Owner 30 days prior written notice of the particulars of any required or proposed Response concerning any “Hazardous Substance” and Tenant’s right to effect any such required or proposed Response shall be conditioned on Owner’s reasonable written approval thereof and of the contractors, persons or entity(ies) proposed by Tenant to effect same. The provision of this paragraph shall survive any surrender, termination of, and the expiration of this Lease. In case any action is brought against Indemnified Party(ies) by reason of any Claim, Tenant, upon notice from the Indemnified Party(ies), shall defend Owner at Tenant’s sole cost and expense through counsel chosen by Owner. Tenant, at his sole cost and expense, shall procure and keep in force public liability insurance of not less than $1,000,000.00. Tenant shall not use or permit others to use the Premises in any manner that will increase existing insurance rates on the Premises, the Premises or its improvements. Tenant shall also maintain such other insurance as required by law including, without limitation, workers’ compensation insurance. Tenant shall provide Owner with a full copy of its liability insurance policy and declarations pages related to the Premises. Owner shall indemnify Tenant against and hold it harmless from any and all loss liability damage or claim arising out of the action of Owner, its members, agents or employees.

Indemnification by Owner. Tenant 3.1 The Owner hereby releases the District, the City, the Treasurer, the Investor, and their respective officers, directors and employees (collectively, the Indemnified Parties), from, agrees that the Indemnified Parties shall not be liable for, and at Owner’s sole cost and expense, agrees to indemnify, defend, protect and hold save the Indemnified Parties harmless Owner, the partnership, the partnership’s partners, employees, contractors, agents, representatives, heirs, executors, administrators, assigns against and legal successors (each an “Indemnified Party”, all jointly “Indemnified Parties”) from and against any and all claimsdamages, demandslosses, causes of action (of every kind and nature, in law and at equity) liabilities, obligations, lossespenalties, attorney’s feesclaims, causes of action, litigation, demands, defenses, judgments, suits, proceedings, costs, damages, recoveries or disbursements and expenses (jointly “Claims”including, without limitation, out-of-pocket third party attorneys’ and experts’ reasonable fees and disbursements) of any kind or of any nature whatsoever (collectively, the Indemnified Matters) which may at any time be imposed upon, incurred by or asserted or awarded against an Indemnified Party and arising from or related toon account of: (i) the occupancy levy and collection of the Special Assessments; (ii) any loss or damage to property or injury to or death of or loss by any person that may be occasioned by any cause whatsoever pertaining to the acquisition, construction, installation, equipment, improvement maintenance, operation and use of Premises by Tenant or any other person and/or entity with the knowledge and/or consent of Tenant Project; (“Third Party(ies)”); the conduct of Tenant’s or any Third Party’s(ies)”iii) business; any activity, work or things done, permitted or suffered by Tenant and/or any Third Party(ies) in or about Premises or elsewhere; all Claims arising from any breach or default on the part of the Owner in the performance of any covenant, obligation or agreement of Tenant; any Claims the Owner under the Energy Project Cooperative Agreement, or arising from any negligence act or intentional misconduct failure to act by the Owner, or any of any Third Party(ies), Tenant or Tenantthe Owner’s employeesagents, contractors, agentsservants, representatives, invitees, employees or licensees; (iv) the Owner’s failure to comply with any requirement of this Agreement; (v) the efforts of the City and the Treasurer to collect Special Assessments; (vi) any legal costs or out- of-pocket costs incurred by the District specifically related entities to additional approvals or actions that may be required by the District arising after the date of the Energy Project Cooperative Agreement (and officersin the case of such legal costs or out-of-pocket costs, directors and principals of agrees to pay such costs directly to the District); (vii) any related entityclaim, action or proceeding brought with respect to any matter set forth in clause (i), assigns and legal successors occurring on (ii), (iii), (iv), (v) or about (vi) above, provided, however that the Premises; and Owner shall not indemnify the Indemnified Parties as provided above to the extent that any liability, claim, cost or expenses arises out of or results from any Claims paidthe gross negligence, including but not limited to claims incurred willful misconduct or suffered by, or asserted against, Owner, the Premises material breach of this Agreement or the Premises arising from or attributable to any repair, cleanup or detoxification, or preparation and implementation of any removal, remediation, response, closure or other plan (jointly “Response”) concerning any “Hazardous Substance” as contemplated and defined above on, under or about the Premises caused by Tenant and/or any of Tenant’s former or existing employees, contractors, agents, representatives, invitees, related entities (and officers, directors and principals of any related entity), assigns and legal successors from and after Tenant’s occupancy of Premises; and all costs, attorney’s fees, expenses and liabilities incurred in the defense of any Claim(s) or action brought on any such claims. Tenant shall provide Owner 30 days prior written notice Energy Project Cooperative Agreement of the particulars of any required or proposed Response concerning any “Hazardous Substance” Indemnified Parties. 3.2 The Owner shall indemnify and Tenant’s right to effect any such required or proposed Response hold harmless the Indemnified Parties from, agrees that the Indemnified Parties shall not be conditioned on liable for, and at Owner’s reasonable written approval thereof and of the contractors, persons or entity(ies) proposed by Tenant to effect same. The provision of this paragraph shall survive any surrender, termination of, and the expiration of this Lease. In case any action is brought against Indemnified Party(ies) by reason of any Claim, Tenant, upon notice from the Indemnified Party(ies), shall defend Owner at Tenant’s sole cost and expense through counsel chosen by Owner. Tenant, at his sole cost and expense, shall procure agrees to indemnify, protect and keep in force public liability insurance save the Indemnified Parties harmless against and from any and all damages, losses, liabilities, obligations, penalties, claims, causes of not less than $1,000,000.00. Tenant shall not use action, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or permit others to use the Premises in any manner that will increase existing insurance rates on the Premises, the Premises or its improvements. Tenant shall also maintain such other insurance as required by law expenses (including, without limitation, workersout-of-pocket third party attorneys’ compensation insurance. Tenant shall provide and experts’ reasonable fees and disbursements) of any kind or of any nature whatsoever which may at any time be imposed upon, incurred by or asserted or awarded against an Indemnified Party and arising from or on account of (a) a past, present or future violation or alleged violation of any environmental laws in connection with the Property by any person or other source, whether related or unrelated to the Owner, (b) any presence of any hazardous, toxic or harmful substances, materials, wastes, pollutants or contaminants defined as such in or regulated under any environmental law (Materials of Environmental Concern) in, on, within, above, under, near, affecting or emanating from the Property, (c) the failure to timely perform any investigation, inspection, site monitoring, containment, clean–up, removal, response, corrective action, mitigation, restoration or other remedial work of any kind or nature because of, or in connection with, the current or future presence, suspected presence, Release (as defined below) or threatened Release in or about the air, soil, ground water, surface water or soil vapor at, on, about, under or within all or any portion of the Property of any Materials of Environmental Concern, including any action to comply with any applicable environmental laws or directives of any governmental authority with regard to any environmental laws, (d) any past, present or future activity by any person or other source, whether related or unrelated to the Owner in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Materials of Environmental Concern at any time located in, under, on, above or affecting the Property, (e) any past, present or future actual generation, treatment, use, storage, transportation, manufacture, refinement, handling, production, removal, remediation, disposal, presence or migration of Materials of Environmental Concern on, about, under or within all or any portion of the Property (a full copy Release) (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting the Property by any person or other source, whether related or unrelated to the Owner, (f) the imposition, recording or filing or the threatened imposition, recording or filing of its liability insurance policy and declarations pages any lien on the Property with regard to, or as a result of, any Materials of Environmental Concern or pursuant to any environmental law, or (g) any misrepresentation or failure to perform any obligations related to environmental matters in any way pursuant to any documents related to the Premises. Owner shall indemnify Tenant against and hold it harmless from any and all loss liability damage or claim arising out of the action of Owner, its members, agents or employeesSpecial Assessments.

Indemnification by Owner. Tenant Notwithstanding anything herein to the contrary but subject to the following sentence, Owner, on behalf of itself and its Affiliates, shall indemnify, defend, protect and hold harmless OwnerContractor, the partnershipits Affiliates, the partnership’s partnersand their respective directors, officers, managers, employees, contractors, agents, representativesand subcontractors (collectively, heirs, executors, administrators, assigns and legal successors (each an the “Indemnified Party”, all jointly “Contractor Indemnified Parties”) from and against any and all claims, demands, causes of action (of every kind and nature, in law and at equity) liabilities, obligations, losses, attorney’s fees, costs, damages, recoveries Third Party Claims directly or expenses (jointly “Claims”) arising indirectly resulting from or related to: the occupancy and use of Premises by Tenant in any way incident to or any other person and/or entity in connection with the knowledge and/or consent of Tenant (“Third Party(ies)”); the conduct of Tenant’s or any Third Party’s(ies)”a) business; any activity, work or things done, permitted or suffered by Tenant and/or any Third Party(ies) in or about Premises or elsewhere; all Claims arising from any breach or default in the performance of the Services by the Contractor hereunder, (b) any obligation environmental contaminants or hazardous materials, or (c) Owner’s material breach of Tenant; this Agreement (including any Claims arising from any negligence or intentional misconduct of any Third Party(iesfailure by Owner to supply all Owner-Provided Materials), Tenant or Tenant’s employeesREGARDLESS OF WHETHER SUCH LOSSES ARE A RESULT OF OR CAUSED BY THE SOLE, contractorsJOINT OR CONCURRENT NEGLIGENCE, agentsSTRICT LIABILITY OR OTHER FAULT OF A CONTRACTOR INDEMNIFIED PARTY. WITHOUT LIMITING THE FOREGOING, representativesIN NO EVENT SHALL THE CONTRACTOR INDEMNIFIED PARTIES HAVE ANY LIABILITY TO OWNER FOR (AND OWNER HEREBY RELEASES THE CONTRACTOR INDEMNIFIED PARTIES FROM) ANY DAMAGES SUSTAINED OR LIABILITIES INCURRED BY THE OWNER INDEMNIFIED PARTIES IN CONNECTION WITH THE SERVICES PERFORMED BY CONTRACTOR HEREUNDER, inviteesWITHOUT REGARD TO THE CAUSE THEREOF, related entities (and officersINCLUDING ACTS OR OMISSIONS WHICH MAY IMPOSE STRICT LIABILITY OR OTHER TYPES OF FAULT OF ANY MEMBER OF THE CONTRACTOR INDEMNIFIED PARTIES, directors and principals of any related entity)EXCEPT TO THE EXTENT THAT SUCH DAMAGES WERE CAUSED BY, assigns and legal successors occurring on or about the Premises; and from any Claims paidARISE OUT OF OR RESULT FROM THE SOLE NEGLIGENCE, including but not limited to claims incurred or suffered byACTIVE NEGLIGENCE, or asserted againstGROSS NEGLIGENCE, OwnerOR WILLFUL MISCONDUCT OF THE CONTRACTOR. FOR THE AVOIDANCE OF DOUBT, the Premises or the Premises arising from or attributable to any repair, cleanup or detoxification, or preparation and implementation of any removal, remediation, response, closure or other plan (jointly “Response”) concerning any “Hazardous Substance” as contemplated and defined above on, under or about the Premises caused by Tenant and/or any of Tenant’s former or existing employees, contractors, agents, representatives, invitees, related entities (and officers, directors and principals of any related entity), assigns and legal successors from and after Tenant’s occupancy of Premises; and all costs, attorney’s fees, expenses and liabilities incurred in the defense of any Claim(s) or action brought on any such claims. Tenant shall provide Owner 30 days prior written notice of the particulars of any required or proposed Response concerning any “Hazardous Substance” and Tenant’s right to effect any such required or proposed Response shall be conditioned on Owner’s reasonable written approval thereof and of the contractors, persons or entity(ies) proposed by Tenant to effect same. The provision of this paragraph shall survive any surrender, termination of, and the expiration of this Lease. In case any action is brought against Indemnified Party(ies) by reason of any Claim, Tenant, upon notice from the Indemnified Party(ies), shall defend Owner at Tenant’s sole cost and expense through counsel chosen by Owner. Tenant, at his sole cost and expense, shall procure and keep in force public liability insurance of not less than $1,000,000.00. Tenant shall not use or permit others to use the Premises in any manner that will increase existing insurance rates on the Premises, the Premises or its improvements. Tenant shall also maintain such other insurance as required by law including, without limitation, workers’ compensation insurance. Tenant shall provide Owner with a full copy of its liability insurance policy and declarations pages related to the Premises. Owner shall indemnify Tenant against and hold it harmless from any and all loss liability damage or claim arising out of the action of Owner, its members, agents or employeesCONTRACTOR SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY ENVIRONMENTAL MATTERS OR HAZARDOUS MATERIALS OR CONTAMINANTS RELATING TO THE FACILITY.