Common use of Mutual Indemnifications Clause in Contracts

Mutual Indemnifications. Each of the Client and the Consultant agree that they will indemnify and hold harmless each other, their respective affiliates, control persons, officers, directors, employees and agents and each person who controls each of them within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (the Consultant or the Client, as the case may be, and each such entity and person being hereinafter called an "Indemnified Party") from and against any and all losses, claims, damages, liabilities, costs or expenses (including reasonable attorneys' and accountants' fees) as incurred, to which such Indemnified Party may become subject which are (a) related to or arise out of actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by an Indemnified Party with the Client's or the Consultant's consent or in conformity with the instructions of, or actions taken or omitted to be taken by the Client or the Consultant or (b) otherwise related to or arising out of each party's action pursuant to this Agreement. The Client and the Consultant, as the case may be, also agree to reimburse each Indemnified Party within thirty (30) days of submission of an invoice with respect thereto for all expenses incurred (including fees and disbursements of counsel) in connection with the investigation of or the preparation for or defense of any pending or threatened formal or informal claim, action, investigation or other proceeding caused by or arising out of or in connection with the Consultant's or the Client's actions pursuant to this Agreement, whether or not the Consultant or the Client, as the case may be, is named party thereto and whether or not any liability results therefrom. The Client or the Consultant, as the case may be, will not be responsible, however, for any loss, claim, damage or liability for which indemnification is sought solely pursuant to the first sentence of this paragraph which a court of competent jurisdiction shall have determined by a final judgment to have resulted primarily from willful misconduct or gross negligence on the part of the Indemnified Party seeking indemnification hereunder. Promptly after receipt by any Indemnified Party of notice of any complaint or the commencement of any action or proceeding in connection with any matter related to a party's activities pursuant to the letter agreement, such party will notify the Client or the Consultant, as the case may be, in writing, of such complaint or of the commencement of such action or proceeding and if the Client or the Consultant so elects or is requested by the other party, the Client or the Consultant, as the case may be, will assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the other party and the payment of the fees and disbursements of such counsel, in which event the Client or the Consultant, as the case may be, shall not be obligated to pay the fees and disbursements of separate counsel for the other party in such action. However, failure by the other party to so notify the Client or the Consultant, as the case may be, of such claim or such commencement shall not relieve the Client or the Consultant, as the case may be, from any obligation hereunder except to the extent that such failure shall result in prejudice to the Client or the Consultant, as the case may be. In the event, however, that the other party's legal counsel shall determine that defenses may be available to an Indemnified Party that are different from or in addition to those available to the Client or the Consultant, as the case may be, or that there is or could reasonably be expected to be a conflict of interest by reason of the Client or Consultant, as the case may be, and an Indemnified Party having common counsel in any action or proceeding, or if the Client or the Consultant, as the case may be, has not assumed the defense of any action or proceeding, or if the Client has not assumed the defense of any action or proceeding, then the other party may employ separate counsel to represent or defend it or any Indemnified Party in any such action or proceeding in which it or such Indemnified Party may become involved or is named as defendant and the Client or the Consultant, as the case may be, shall pay the fees and disbursements, as incurred by such separate counsel; provided that the Client shall not be obligated to pay the fees and disbursements of more than one such separate counsel for any one such action or proceeding in any one jurisdiction. The reimbursement, indemnity and contribution obligations of the Client or the Consultant, as the case may be, under this paragraph shall be in addition to any liability which the Client or the Consultant, as the case may be, may otherwise have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Client, the Consultant and any such person. The provisions of this Section 9 shall survive the termination and expiration of this Agreement.

Mutual Indemnifications. Each of the Client and the Consultant agree that they will indemnify and hold harmless each other, their respective affiliates, control persons, officers, directors, employees and agents and each person who controls each of them within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (the Consultant or the Client, as the case may be, and each such entity and person being hereinafter called an "Indemnified Party") from and against any and all losses, claims, damages, liabilities, costs or expenses (including reasonable attorneys' ’ and accountants' ’ fees) as incurred, to which such Indemnified Party may become subject which are (a) related to or arise out of actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by an Indemnified Party with the Client's ’s or the Consultant's ’s consent or in conformity with the instructions of, or actions taken or omitted to be taken by the Client or the Consultant or (b) otherwise related to or arising out of each party's ’s action pursuant to this Agreement. The Client and the Consultant, as the case may be, also agree to reimburse each Indemnified Party within thirty (30) days of submission of an invoice with respect thereto for all expenses incurred (including fees and disbursements of counsel) in connection with the investigation of or the preparation for or defense of any pending or threatened formal or informal claim, action, investigation or other proceeding caused by or arising out of or in connection with the Consultant's ’s or the Client's ’s actions pursuant to this Agreement, whether or not the Consultant or the Client, as the case may be, is named party thereto and whether or not any liability results therefrom. The Client or the Consultant, as the case may be, will not be responsible, however, for any loss, claim, damage or liability for which indemnification is sought solely pursuant to the first sentence of this paragraph which a court of competent jurisdiction shall have determined by a final judgment to have resulted primarily from willful misconduct or gross negligence on the part of the Indemnified Party seeking indemnification hereunder. Promptly after receipt by any Indemnified Party of notice of any complaint or the commencement of any action or proceeding in connection with any matter related to a party's ’s activities pursuant to the letter agreement, such party will notify the Client or the Consultant, as the case may be, in writing, of such complaint or of the commencement of such action or proceeding and if the Client or the Consultant so elects or is requested by the other party, the Client or the Consultant, as the case may be, will assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the other party and the payment of the fees and disbursements of such counsel, in which event the Client or the Consultant, as the case may be, shall not be obligated to pay the fees and disbursements of separate counsel for the other party in such action. However, failure by the other party to so notify the Client or the Consultant, as the case may be, of such claim or such commencement shall not relieve the Client or the Consultant, as the case may be, from any obligation hereunder except to the extent that such failure shall result in prejudice to the Client or the Consultant, as the case may be. In the event, however, that the other party's ’s legal counsel shall determine that defenses may be available to an Indemnified Party that are different from or in addition to those available to the Client or the Consultant, as the case may be, or that there is or could reasonably be expected to be a conflict of interest by reason of the Client or Consultant, as the case may be, and an Indemnified Party having common counsel in any action or proceeding, or if the Client or the Consultant, as the case may be, has not assumed the defense of any action or proceeding, or if the Client has not assumed the defense of any action or proceeding, then the other party may employ separate counsel to represent or defend it or any Indemnified Party in any such action or proceeding in which it or such Indemnified Party may become involved or is named as defendant and the Client or the Consultant, as the case may be, shall pay the fees and disbursements, as incurred by such separate counsel; provided that the Client shall not be obligated to pay the fees and disbursements of more than one such separate counsel for any one such action or proceeding in any one jurisdiction. The reimbursement, indemnity and contribution obligations of the Client or the Consultant, as the case may be, under this paragraph shall be in addition to any liability which the Client or the Consultant, as the case may be, may otherwise have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Client, the Consultant and any such person. The provisions of this Section 9 shall survive the termination and expiration of this Agreement.

Mutual Indemnifications. Each of the Client and the Consultant agree that they will (a) Purchaser hereby agrees to indemnify and hold Seller, Trustee and Indemnitors harmless each other, their respective affiliates, control persons, officers, directors, employees and agents and each person who controls each of them within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (the Consultant or the Client, as the case may be, and each such entity and person being hereinafter called an "Indemnified Party") from and against any and all lossesloss, claimscost, damagesliability, liabilitiesdamage, costs claim or expenses expense (including reasonable attorneys' and accountants' fees) as incurred, to which such Indemnified Party may become subject which are (a) related to or arise out of actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by an Indemnified Party with the Client's or the Consultant's consent or in conformity with the instructions of, or actions taken or omitted to be taken by the Client or the Consultant or (b) otherwise related to or arising out of each party's action pursuant to this Agreement. The Client and the Consultant, as the case may be, also agree to reimburse each Indemnified Party within thirty (30) days of submission of an invoice with respect thereto for all expenses incurred (including fees and disbursements of counsel) in connection with the investigation of or the preparation for or defense of any pending or threatened formal or informal claimwith, action, investigation or other proceeding caused by or arising out of or in connection with the Consultantany way related to: (i) Purchaser's or the Client's actions pursuant to representations and warranties set forth in this Agreement, whether or not the Consultant or the Client, as the case may be, is named party thereto Contract; and whether or not (ii) any liability results therefrom. The Client or under this Contract first arising and accruing after the Consultant, as the case may be, will not be responsible, however, for any loss, claim, damage or liability for which indemnification is sought solely pursuant Closing Date and relating to the first sentence ownership, operation, management and maintenance of the Property. Notwithstanding the foregoing, the Purchaser's liability under this paragraph which Section 31(a) shall be limited to FIVE HUNDRED THOUSAND DOLLARS ($500,000), except for: (i) liability arising out of a court of competent jurisdiction shall have determined by a final judgment to have resulted primarily from willful misconduct fraudulent representation or gross negligence warranty on the part of the Indemnified Party seeking indemnification hereunder. Promptly after receipt by any Indemnified Party Purchaser and liability arising out of notice of any complaint or the commencement of any action or proceeding in connection with any matter related to a partyPurchaser's activities pursuant to the letter agreement, such party will notify the Client or the Consultant, as the case may be, in writing, of such complaint or of the commencement of such action or proceeding and if the Client or the Consultant so elects or is requested by the other party, the Client or the Consultant, as the case may be, will assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the other party and the payment of the fees and disbursements of such counselindemnity under Section 29(e), in which event events there shall no limit on the Client amount of the Purchaser's liability. (b) Indemnitors hereby agree to indemnify and hold Purchaser harmless from and against any and all loss, cost, liability, damage, claim or expense (including reasonable attorneys' fees) in connection with, arising out of or in any way related to: (i) Indemnitors' representations, warranties and covenants set forth in this Contract; and (ii) the Consultantownership, as operation, management and maintenance of the Property prior to the Closing Date. Notwithstanding the foregoing, except in the case may beof a Fraud Claim(s), the ▇▇▇▇ Restriction Indemnity or a breach of the Entity Warranties, the Indemnitors' liability under this Section 31 shall not be obligated limited to pay FIVE HUNDRED THOUSAND DOLLARS ($500,000) in the fees and disbursements aggregate (with the separate limit of separate counsel liability for each of the other party in such action. However, failure by Indemnitors equal to one-half (1/2) of the other party to so notify the Client or the Consultant, as the case may be, of such claim or such commencement shall not relieve the Client or the Consultant, as the case may be, from any obligation hereunder except to the extent that such failure shall result in prejudice to the Client or the Consultant, as the case may beoverall aggregate liability). In the eventcase of a Fraud Claim(s), howevera breach of the Entity Warranties, that or the ▇▇▇▇ Restriction Indemnity, there shall be no limit on the amount of Indemnitors' liability other party's legal counsel shall determine that defenses may be available than a separate limit of liability for each of the Indemnitors equal to an Indemnified Party that are different from one-half (1/2) of the aggregate liability for the Fraud Claim(s), breach of the Entity Warranties or in addition to those available the ▇▇▇▇ Restriction Indemnity. (c) Notwithstanding any other provision herein to the Client contrary, in the event of a loss or the Consultant, as the case may be, or that there is or could reasonably be expected to be a conflict of interest by reason of the Client or Consultant, as the case may be, and an Indemnified Party having common counsel in any action or proceeding, or if the Client or the Consultant, as the case may be, has not assumed the defense claim of any action kind or proceeding, nature by a party entitled to indemnification pursuant to this Section 31 (the "Indemnitee") which loss or if claim is covered by insurance maintained by the Client has not assumed the defense of any action or proceedingIndemnitee, then the other party may employ separate counsel Indemnitee shall look first to represent or defend it or any Indemnified Party in any its insurance coverage for recovery and diligently file and pursue a claim for such action or proceeding in which it or such Indemnified Party may become involved or is named as defendant and the Client or the Consultant, as the case may be, shall pay the fees and disbursements, as incurred by such separate counsel; provided that the Client shall not be obligated to pay the fees and disbursements of more than one such separate counsel for any one such action or proceeding in any one jurisdictionloss. The reimbursement, indemnity and contribution obligations of the Client or the Consultant, as the case may be, indemnifying party under this paragraph Section 31 shall be responsible only for such amounts as are not covered by insurance. In the event that an Indemnitee has filed a claim with its insurance carrier as provided for in addition to this Section 31(c), then any liability which applicable time limits for bringing legal action against the Client or the Consultant, as the case may be, may otherwise have and indemnifying party shall be binding upon and inure tolled until the carrier has rendered its determination in writing with respect to the benefit of any successors, assigns, heirs and personal representatives of the Client, the Consultant and any such person. The provisions of this Section 9 shall survive the termination and expiration of this Agreementfiled claim.

Mutual Indemnifications. Each of The Optionor covenants and agrees with the Client Optionee, and the Consultant agree Optionee covenants and agrees with the Optionor (the Party so covenanting being referred to in this Section as the “Indemnifying Party”, and the other Party being referred to in this Section as the “Indemnified Party”) that they will indemnify the Indemnifying Party shall: (a) be solely liable and hold harmless each other, their responsible for any and all Claims which the Indemnified Party or any of its respective affiliates, control personsdirectors, officers, servants, agents and employees, together with the Successors, assigns, administrators, executors, heirs and all other legal representatives of the foregoing, may suffer, sustain, pay or incur; and (b) indemnify and save the Indemnified Party and its respective directors, employees and officers, servants, agents and each person who controls each of them within employees, together with the meaning of Section 15 Successors, assigns, administrators, executors, heirs and all other legal representatives of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (the Consultant or the Clientforegoing, as the case may be, and each such entity and person being hereinafter called an "Indemnified Party") harmless from and against any and all lossesClaims which may be brought against or suffered by such Persons or which they may sustain, claimspay or incur, damagesas a result of, liabilitiesarising out of, costs or expenses (including reasonable attorneys' and accountants' fees) as incurred, to which such Indemnified Party may become subject which are (a) related attributable to or arise out connected with any breach or non-fulfillment of actions taken any representation, warranty, covenant or omitted Agreement on the part of the Indemnifying Party under this Agreement (other than a breach or non-fulfillment of the Optionee’s option to be taken (including exercise any untrue statements made of the Options pursuant to Article 3 hereof) or any statements omitted to be made) by an Indemnified misstatement or inaccuracy of or any other incorrectness in or breach of any representation or warranty of the Indemnifying Party with the Client's or the Consultant's consent contained in this Agreement or in conformity with the instructions of, any certificate or actions taken or omitted to be taken other document furnished by the Client or the Consultant or (b) otherwise related to or arising out of each party's action Indemnifying Party pursuant to this Agreement. The Client For greater certainty and without limiting the generality of the foregoing, the Parties acknowledge and agree that the Optionee shall not be responsible for any environmental or other liabilities accrued on the Property by the Optionor prior to the Effective Date, and the ConsultantOptionor hereby agrees to indemnify and hold harmless the Optionee and all of its directors, as officers, servants, agents and employees, together with the case may beSuccessors, also agree to reimburse each Indemnified Party within thirty (30) days assigns, administrators, executors, heirs and all other legal representatives of submission of an invoice with respect thereto for all expenses incurred (including fees and disbursements of counsel) the Optionee, in connection with the investigation of or the preparation for or defense of any pending or threatened formal or informal claim, action, investigation or other proceeding caused by or arising out of or in connection with the Consultant's or the Client's actions pursuant to this Agreement, whether or not the Consultant or the Client, as the case may be, is named party thereto and whether or not any liability results therefrom. The Client or the Consultant, as the case may be, will not be responsible, however, for any loss, claim, damage or liability for which indemnification is sought solely pursuant to the first sentence of this paragraph which a court of competent jurisdiction shall have determined by a final judgment to have resulted primarily from willful misconduct or gross negligence on the part of the Indemnified Party seeking indemnification hereunder. Promptly after receipt by any Indemnified Party of notice of any complaint or the commencement of any action or proceeding in connection with any matter related to a party's activities pursuant to the letter agreement, such party will notify the Client or the Consultant, as the case may be, in writing, of such complaint or of the commencement of such action or proceeding and if the Client or the Consultant so elects or is requested by the other party, the Client or the Consultant, as the case may be, will assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the other party and the payment of the fees and disbursements of such counsel, in which event the Client or the Consultant, as the case may be, shall not be obligated to pay the fees and disbursements of separate counsel for the other party in such action. However, failure by the other party to so notify the Client or the Consultant, as the case may be, of such claim or such commencement shall not relieve the Client or the Consultant, as the case may be, from any obligation hereunder except to the extent that such failure shall result in prejudice to the Client or the Consultant, as the case may be. In the event, however, that the other party's legal counsel shall determine that defenses may be available to an Indemnified Party that are different from or in addition to those available to the Client or the Consultant, as the case may be, or that there is or could reasonably be expected to be a conflict of interest by reason of the Client or Consultant, as the case may be, and an Indemnified Party having common counsel in any action or proceeding, or if the Client or the Consultant, as the case may be, has not assumed the defense of any action or proceeding, or if the Client has not assumed the defense of any action or proceeding, then the other party may employ separate counsel to represent or defend it or any Indemnified Party in any such action or proceeding in which it or such Indemnified Party may become involved or is named as defendant and the Client or the Consultant, as the case may be, shall pay the fees and disbursements, as incurred by such separate counsel; provided that the Client shall not be obligated to pay the fees and disbursements of more than one such separate counsel for any one such action or proceeding in any one jurisdiction. The reimbursement, indemnity and contribution obligations of the Client or the Consultant, as the case may be, under this paragraph shall be in addition to any liability which the Client or the Consultant, as the case may be, may otherwise have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Client, the Consultant and any such person. The provisions of this Section 9 shall survive the termination and expiration of this Agreementmatters.