INDEMNIFICATION BY THE OWNER Clause Samples

INDEMNIFICATION BY THE OWNER. The Owner shall indemnify and hold harmless the Agent, to the full extent permitted by the Delaware General Corporation Law (in effect at the time indemnity is sought), from all liability, claims, damages or loss arising out of the performance of its duties hereunder, and related expenses, including reasonable attorneys' fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance; provided, however, that the Agent shall be entitled to indemnification, under this Section 17, only if the Agent, in connection with any liability, damages, claim or loss for which it seeks indemnity, acted in a manner which would not constitute gross negligence or wilfull misfeasance.

INDEMNIFICATION BY THE OWNER. In the event that FNBN is required to make any payment to the Servicer under the terms of Section 12.01 of the FNBN Agreement and FNBN fails to do so in a timely manner, the Owner unconditionally agrees with the Servicer that it will make such payment directly to the Servicer upon demand."

INDEMNIFICATION BY THE OWNER. The Owner shall, to the full extent lawful, reimburse, indemnify, defend and hold each of the Management Company and its affiliates and their respective stockholders, members, partners, owners, directors, managers, officers, employees and members of the Senior Management Team (the “Management Company Indemnified Parties”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) (each a “Loss” and collectively, “Losses”) in respect of or arising from (i) breaches by the Owner of this Agreement and (ii) any action, suit, claim, demand or proceeding commenced by a Third Party relating to (A) the acts or omissions by any of the Management Company Indemnified Parties (x) performed or omitted in providing the Services under this Agreement in accordance with the standard of care set forth in Section 2.7 or (y) relating to actions or omissions by the Management Company, any employee or officer of the Management Company or any member of the Senior Management Team performed or omitted at the direction of the Management Committee and (B) the Owner’s fraud, bad faith, gross negligence or willful misconduct.

INDEMNIFICATION BY THE OWNER. The Owner hereby indemnifies and defends the Developer against any claims for unpaid fees or costs associated with the Property or the Project incurred by or on behalf of the Owner or the Developer as a result of any claim by any broker. The parties acknowledge that no broker was responsible for procuring the transactions set forth in this Agreement, nor any part hereof, and each party will indemnify and defend the other from any and all claims, actual or threatened, for a commission or other compensation by any third person with whom such party has had dealings.

INDEMNIFICATION BY THE OWNER. Subject to Sections 12.04 through 12.08, the Owner shall indemnify and hold harmless Parent, Merger Sub, each Company Entity and their respective officers, directors, agents or Affiliates, from and against any and all demands, claims, actions or causes of action, assessments, losses, diminution in value, damages (including special and consequential damages), liabilities, costs and expenses, including, but not limited to, reasonable attorney's fees (collectively, "Losses"), suffered or incurred by any such party by reason of or arising out of any of the following: (a) the breach of any representation or warranty contained in Article 6 hereof by the Owner or in any document or instrument delivered by the Owner in its individual capacity in connection with this Agreement or the other Transaction Documents, or the failure of any such representation or warranty to be true and correct when made or deemed made; and (b) the breach or non-fulfillment of any covenant or agreement of the Owner contained in this Agreement or in any document or instrument delivered by the Owner in its individual capacity in connection with this Agreement or the other Transaction Documents.

INDEMNIFICATION BY THE OWNER. Pursuant to the terms of Section 9.8, the Owner, as an Indemnifying Party, hereby agrees to defend, indemnify, and hold harmless the Servicer, as an Indemnified Party, from and against and any and all damages as defined in Section 9.6, asserted against, resulting to, imposed from, or incurred by the Servicer in favor of a third party by reason of or resulting from any breach by the Owner of any representation or warranty contained in this Agreement.

INDEMNIFICATION BY THE OWNER. The Owner hereby indemnities and defends the Developer against any claims for unpaid fees or costs associated with the Property or the Project incurred by or on behalf of the Owner or the Developer as a result of any claim by any broker.

INDEMNIFICATION BY THE OWNER. Subject to the other terms and conditions of this Article X, from and after the First Closing, the Owner shall indemnify and defend each of the Purchaser and its Affiliates (including the Company and its acquired Subsidiaries) and their respective Representatives (collectively, the “Purchaser Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Purchaser Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any Owner Fundamental Representation or Company Fundamental Representation, as of the date of this Agreement or as of the First Closing Date as though made on and as of the First Closing Date (except to the extent they refer to another date, the inaccuracy in or breach of which will be determined with reference to such other date); (b) any inaccuracy in or breach of any of the representations or warranties set forth in Article III (other than any Owner Fundamental Representation) or Article IV (other than any Company Fundamental Representation), as of the date of this Agreement or as of the First Closing Date as though made on and as of the First Closing Date (except to the extent they refer to another date, the inaccuracy in or breach of which will be determined with reference to such other date); (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Owner or by the Company pursuant to this Agreement; (d) any Indemnified Taxes; (e) the business and operation of the Company and its Subsidiaries prior to the First Closing, except for any accounts payable of the Company to the extent accounted for in the determination of Net Working Capital pursuant to Section 2.06; (f) any Transaction Expenses; (g) any pre-First Closing Indebtedness; (h) any Intercompany Accounts; (i) any Excluded Liabilities.

INDEMNIFICATION BY THE OWNER. The Owner agrees to indemnify and hold harmless (i) the Contractor, (ii) the Guarantor, (iii) each of the directors, officers and employees of the Contractor or the Guarantor and (iv) each person, if any, who controls the Contractor or the Guarantor (each of the Contractor, the Guarantor and such directors, officers and employees and controlling persons, is referred to individually as a "Owner-Indemnified Party", and are collectively referred to as the "Owner-Indemnified Parties") against any loss, claim, damage, liability or expense as a result of a claim brought by a third party, as incurred, to which a Owner-Indemnified Party may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon the untrue statement or alleged untrue statement of a material fact contained in the Registration Statements, Prospectuses, Other Disclosure Documents or Financing Materials, or arises out of or is based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing indemnity shall not affect the Company's ability to seek recovery for any loss, claim, damage, liability or expense incurred by the Company for breaches of the representations and warranties made by the Contractor Parties under Section 4.6.2.1 hereof. Notwithstanding anything to the contrary in this Section 4.6.2, the Owner shall not have any obligation to indemnify any Owner-Indemnified Party with respect to any loss, claim, damage, liability or expense as a result of a claim brought by any accountant of any Owner-Indemnified Party, to which a Owner-Indemnified Party may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise.