Common use of Mutual Indemnity Clause in Contracts

Mutual Indemnity. To the fullest extent permitted by law, each Party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other Parties and its officers, directors, employees, agents, affiliates and representatives (“Indemnitees”) from and against any and all claims, demands, suits, liabilities, proceeding, action, causes of action, losses, expenses, damages, fines, penalties, court costs and reasonable attorneys’ fees (collectively, “Claims”) arising out of or otherwise relating to (a) the Indemnifying Party’s breach of this Agreement; (b) any act or omission to act by the Indemnifying Party, any subcontractor or supplier of the Indemnifying Party, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable; (c) violations of Legal Requirements by the Indemnifying Party, any subcontractor or supplier of the Indemnifying Party, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable; (d) the Indemnifying Party’s performance or failure to perform as required by this Agreement; (e) claims, liability, fines, costs or expenses imposed by a Governmental Authority; (f) the negligent acts or omissions or willful misconduct of the Indemnifying Party; (g) the Indemnifying Party’s operations; or (h) any of the Indemnifying Party’s representations or warranties as contained in this Agreement. This indemnification, defense and hold harmless obligation shall not be limited by insurance coverages and shall survive the termination or expiration of this Agreement.

Mutual Indemnity. To Each party agrees to defend and indemnify the fullest extent permitted by lawother, each Party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other Parties and its respective affiliates and its and their employees, officers, directors, employees, agents, affiliates successors, and representatives (“Indemnitees”) from and assigns, against any and all claims, demands, suits, liabilities, proceeding, action, causes of action, losses, expenses, third-party claims such as damages, fines, penalties, court costs and costs, liabilities, losses, or expenses (including but not limited to sums paid in settlement of claims, reasonable attorneys’ fees and consultant fees, and expert fees) (collectively, “Claims”) arising out of or otherwise relating to from: (a) the Indemnifying Party’s breach violation of this Agreementapplicable federal, state, and local statutes, rules of law, ordinances, regulations, and regulatory orders; (b) any act a breach of representations or omission to act by warranties made in the Indemnifying Party, any subcontractor or supplier of the Indemnifying Party, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liableContract; (c) violations bodily injury and property damage directly arising out of Legal Requirements by and resulting from the Indemnifying Party, any subcontractor or supplier failure of the Indemnifying PartyProducts/Services to meet the Specifications as provided in the Contract; (d) a party’s own negligence or misconduct; and (e) in the case of Supplier, anyone directly claims for product liability, including claims for strict liability. A party seeking indemnification will promptly notify the other of such claims. Neither party will be liable to the other for consequential or indirectly employed by indirect damages, including loss of profits or loss of revenue; provided, however, that nothing contained herein shall in any way exclude or limit: (a) a party’s liability for any and all damages arising out of them, that party’s grossly negligent or anyone intentional acts or omissions; (b) liability for whose acts they any and all direct damages which may fairly and reasonably be liableconsidered naturally from a breach; (c) a party’s liability for a breach of its confidentiality obligations; (d) the Indemnifying Party’s performance operation of any warranty of Supplier as may be provided in this Contract or failure to perform as required by this Agreementin a PO; or, (e) claimsa party’s liability for all costs and damages arising from a party’s obligation to defend and indemnify the other party in connection with a third party claim. Any limitation of Supplier’s obligations hereunder, liability, fines, costs either by provisions of Supplier’s delivery slips or expenses imposed by a Governmental Authority; (f) the negligent acts or omissions or willful misconduct of the Indemnifying Party; (g) the Indemnifying Party’s operations; or (h) any of the Indemnifying Party’s representations or warranties as contained in this Agreement. This indemnification, defense and hold harmless obligation other instruments shall not be limited by insurance coverages and shall survive the termination or expiration of this Agreementvoid.

Mutual Indemnity. To the fullest extent permitted by law, each Party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other Parties and Party, its officers, directors, employees, agents, affiliates and representatives and other Parties (“Indemnitees”) from from‌ and against any and all claims, demands, suits, liabilities, proceeding, action, causes of action, losses, expenses, damages, fines, penalties, court costs and reasonable attorneys’ fees (collectively, “Claims”) arising out of or otherwise relating to (a) the Indemnifying Party’s breach of this Agreement; (b) any act or omission to act by the Indemnifying Party, any subcontractor or supplier of the Indemnifying Partymaterial supplier, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable, and such action or inaction is in breach of this Agreement; (c) violations of Legal Requirements by the Indemnifying Party, any subcontractor or supplier of the Indemnifying Partymaterial supplier, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable; (d) the Indemnifying Party’s performance or failure to perform as required by this Agreement; (e) claims, liability, fines, costs or expenses imposed by a Governmental AuthorityAuthority resulting from the actions or omissions of the Indemnifying Party; (f) in the case of EPC Contractor as the Indemnifying Party, bodily injury or property damage arising from the negligent acts or omissions or willful misconduct of the Indemnifying Partyby EPC Contractor or Subcontractor(s); (g) in the case of EPC Contractor as the Indemnifying Party, EPC Contractor’s operations; or (h) any breach of the Indemnifying Party’s representations or warranties as contained in this Agreement. This indemnification, defense and hold harmless obligation shall not be limited by insurance coverages and shall survive the termination or expiration of this Agreement.

Mutual Indemnity. To the fullest extent permitted by law(a) Owner shall indemnify, each Party (the “Indemnifying Party”) shall defend, indemnify defend and hold harmless the other Parties Manager and its Affiliates, owners, members, subsidiaries, partners, officers, directors, employeesand employees (including, agentsfor the avoidance of doubt, affiliates all of the members of the Corporate Team and representatives (“Indemnitees”the Project Team, including in each of their capacities, if applicable, as officers of any Contracting Subsidiary) from and against any and all claimsdamages (excluding special, demandsindirect, suitsconsequential, remote, incidental, punitive damages and/or damages associated with any lost profits or lost opportunities), injuries, losses, debts, penalties, fines, awards, judgments, fees, liabilities, proceedingcosts and expenses (including reasonable attorneys’, actionparalegals’, causes of actionaccountants’ and other professionals’ fees, losses, costs and expenses, damagesincluding those incurred in investigating, finespreparing and/or defending any Claims covered hereby through all appeals and any Bankruptcy proceedings) (collectively, penalties“Losses”) arising out of, court relating to or in connection with any Claims, and reimburse Manager and its affiliates, partners, officers, directors, and employees for all costs and expenses incurred (including reasonable attorneys’ fees and disbursements and the cost of litigation) (collectively, “Claims”i) resulting from a material breach of this Agreement by Owner and (ii) arising out of or the performance of Manager’s obligations hereunder, provided that such performance was within the scope of Manager’s engagement and authority under this Agreement and is Consistent with the Approved Business Plan, Approved by Owner and/or otherwise relating to (a) the Indemnifying Party’s breach of expressly authorized in this Agreement; , but in any event excluding any Losses to the extent arising out of the willful misconduct or gross negligence or fraud of or by Manager, Manager Partnership, the Project Team, the Corporate Team and/or the CEO. (b) Subject to the provisions of Section 7.4 below, Manager shall indemnify, defend and hold harmless Owner and its Affiliates, owners, members, subsidiaries, partners, officers, directors, and employees from and against any act and all Losses arising out of, relating to or omission to act by in connection with any Claims, and reimburse Owner for all expenses incurred (including reasonable attorneys’ fees and disbursements and the Indemnifying Partycost of litigation and disbursements) resulting from the gross negligence, any subcontractor or supplier of the Indemnifying Party, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable; (c) violations of Legal Requirements by the Indemnifying Party, any subcontractor or supplier of the Indemnifying Party, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable; (d) the Indemnifying Party’s performance or failure to perform as required by this Agreement; (e) claims, liability, fines, costs or expenses imposed by a Governmental Authority; (f) the negligent acts or omissions or willful misconduct or fraud of the Indemnifying Party; (g) the Indemnifying Party’s operations; or (h) by Manager, subject to any of the Indemnifying Party’s representations or warranties as contained limitations thereon in this Agreement. This indemnification, defense and hold harmless obligation shall not be limited by insurance coverages and shall survive the termination or expiration of this Agreement.

Mutual Indemnity. To the fullest extent permitted by law, each Party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other Parties Party and its officers, directors, employees, agents, affiliates and representatives (“Indemnitees”) from and against any and all from liability to third parties arising due to claims, demands, suits, liabilities, proceeding, action, causes of action, losses, expenses, damages, fines, penalties, court costs and reasonable attorneys’ fees (collectively, “ClaimsLosses”) arising out of from (i) third party claims for property damage, personal injury or otherwise relating bodily injury or death to (a) the Indemnifying Party’s extent caused by breach of this Agreement; (b) Agreement or any negligent, willful, reckless or otherwise tortious act or omission to act by (including strict liability) of the Indemnifying Party, any subcontractor of its affiliates, or supplier anyone directly or indirectly employed by any of them or from the failure of the Indemnifying Party to comply with any Legal Requirements; (ii) all fines, penalties or assessments issued by any Governmental Authority that arise out of or result from the Indemnifying Party’s, its Subcontractor’s or anyone directly or indirectly employed by any of them, failure to comply with any Legal Requirements or anyone for whose acts they may be liableGovernmental Approvals; (ciii) violations claims by any Governmental Authority that directly or indirectly arise out of Legal Requirements or result from the failure of the Indemnifying Party to pay, as and when due, all taxes, fees or charges of any kind imposed by any Governmental Authority which the Indemnifying Party is obligated to pay; and where Developer is the Indemnifying Party, (iv) claims for payment of compensation for Work performed hereunder, whether or not reduced to a lien or mechanics lien, filed by Developer or any subcontractor of its Subcontractors or supplier other persons performing any portion of the Indemnifying Party, anyone directly Work; and (v) employers’ liability or indirectly employed workers’ compensation claims filed by any employees or agents of themDeveloper, its affiliates or anyone for whose acts they may be liable; Subcontractors, (d) the Indemnifying Party’s performance or failure to perform as required by this Agreement; (e) claims, liability, fines, costs or expenses imposed by a Governmental Authority; (f) the negligent acts or omissions or willful misconduct of the Indemnifying Party; (g) the Indemnifying Party’s operations; or (h) any of the Indemnifying Party’s representations or warranties as contained in this Agreementforegoing, collectively “Claims”). This indemnification, defense and hold harmless obligation shall not be limited by insurance coverages and shall survive the termination or expiration of this Agreement.

Mutual Indemnity. To The Tenant shall indemnify and save harmless Landlord, the fullest directors, officers, agents, and employees of Landlord, against and from all claims, expenses, or liabilities of whatever nature (a) arising directly or indirectly from any default or breach by Tenant or Tenant's contractors, licensees, agents, servants, or employees under any of the terms or covenants of this Lease (including without limitation any violation of Landlord's Rules and Regulations and any failure to maintain or repair equipment or installations to be maintained or repaired by Tenant hereunder) or the failure of Tenant or such persons to comply with any rule, order, regulation, or lawful direction now or hereafter in force of any public authority, in each case to the extent permitted the same are related, directly or indirectly, to the Premises or the Building, or Tenant's use thereof; or (b) arising directly or indirectly from any accident, injury, or damage, however caused, to any person or property, on or about the Premises; or (c) arising directly or indirectly from any accident, injury, or damage to any person or property occurring outside the Premises but within the Building or on the Lot, where such accident, injury, or damage results, or is claimed to have resulted, from any act, omission, or negligence on the part of Tenant, or Tenant's contractors, licensees, agents, servants, employees, or customers, or anyone claiming by lawor through Tenant: provided, each Party however, that in no event shall Tenant be obligated under this clause (c) to indemnify Landlord, the “Indemnifying Party”) shall defenddirectors, indemnify officers, agents, employees of Landlord, to the extent such claim, expense, or liability results from any omission, fault, negligence, or other misconduct of Landlord or the officers, agents, or employees of Landlord on or about the Premises or the Building or from breach of Landlord's obligations under this lease. This indemnity and hold harmless agreement shall include, without limitation, indemnity against all expenses, attorney's fees and liabilities incurred in connection with any such claim or proceeding brought thereon and the other Parties defense thereof with counsel reasonably acceptable to Landlord. At the request of Landlord, Tenant shall defend any such claim or proceeding directly on behalf and its for the benefit of Landlord. Landlord shall indemnify and save harmless Tenant, the directors, officers, directorsagents, and employees of Tenant, against and from all claims, expenses, or liabilities of whatever nature (a) arising directly or indirectly from any default or breach by Landlord or Landlord's contractors, licensees, agents, servants, or employees under any of the terms or covenants of this Lease; or (b) arising directly or indirectly from any accident, injury, or damage to any person or property, on or about the Lot but outside of the Premises and Building; or (c) arising directly or indirectly from any accident, injury, or damage to any person or property occurring in the Premises to the extent that such accident, injury, or damage results, or is claimed to have resulted, from any act, omission, or negligence on the part of Landlord, or Landlord's contractors, licensees, agents, servants, employees, agentsor customers, affiliates and representatives (“Indemnitees”) from and against any and all claimsor anyone claiming by or through Landlord; provided, demandshowever, suits, liabilities, proceeding, action, causes of action, losses, expenses, damages, fines, penalties, court costs and reasonable attorneys’ fees (collectively, “Claims”) arising out of or otherwise relating to (a) the Indemnifying Party’s breach of this Agreement; that in no event shall Landlord be obligated under clauses (b) any act or omission to act by the Indemnifying Party, any subcontractor or supplier of the Indemnifying Party, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable; and (c) violations to indemnify Tenant, the directors, officers, agents, employees of Legal Requirements by Tenant, to the Indemnifying Partyextent such claim, any subcontractor or supplier of the Indemnifying Party, anyone directly or indirectly employed by any of themexpense, or anyone for whose acts they may be liable; (d) the Indemnifying Party’s performance liability results from any omission, fault, negligence, or failure to perform as required by this Agreement; (e) claims, liability, fines, costs or expenses imposed by a Governmental Authority; (f) the negligent acts or omissions or willful other misconduct of Tenant or the Indemnifying Party; (g) contractors, licensees, servants, officers, agents, or employees of Tenant on or about the Indemnifying Party’s operations; Premises or (h) any the Building or from breach of the Indemnifying Party’s representations or warranties as contained in Tenant's obligations under this Agreementlease. This indemnification, defense indemnity and hold harmless obligation agreement shall not be limited by insurance coverages include, without limitation, indemnity against all expenses, reasonable attorney's fees and liabilities incurred in connection with any such claim or proceeding brought thereon and the defense thereof with counsel reasonably acceptable to Tenant. At the request of Tenant, Landlord shall survive defend any such claim or proceeding directly on behalf and for the termination or expiration benefit of this AgreementTenant.

Mutual Indemnity. To the fullest extent permitted by law, each Party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other Parties and its officers, directors, employees, agents, affiliates and representatives (“Indemnitees”) from and against any and all claims, demands, suits, liabilities, proceeding, action, causes of action, losses, expenses, damages, fines, penalties, court costs and reasonable attorneys’ fees (collectively, “Claims”) arising out of or otherwise relating to (a) the Indemnifying Party’s breach of this Agreement; (b) any act or omission to act by the Indemnifying Party, any subcontractor or supplier of the Indemnifying Party, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable; (c) violations of Legal Requirements by the Indemnifying Party, any subcontractor or supplier of the Indemnifying Party, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable; (d) the Indemnifying Party’s performance or failure to perform as required by this Agreement; (e) claims, liability, fines, costs or expenses imposed by a Governmental Authority; (f) the negligent acts or omissions or willful misconduct of the Indemnifying Party; (g) the Indemnifying Party’s operations; or (h) any of the Indemnifying Party’s representations or warranties as contained in this Agreement. This indemnification, defense and hold harmless obligation shall not be limited by insurance coverages and shall survive the termination or expiration of this AgreementAgreement provided however, that the amount received by one or more Indemnitees from an Indemnifying Party or the insurer of an Indemnifying Party shall reduce the Indemnifying Party’s liability for Claims.

Mutual Indemnity. To the fullest extent permitted by law, each Each Party (the “"Indemnifying Party”") shall defend, indemnify and hold harmless the other Parties Party and its officerssuch other Party's respective Affiliates, directors, officers, employees, agentscontractors, affiliates and representatives agents (“Indemnitees”each an "Indemnified Party" and collectively the "Indemnified Parties") and hold them harmless from and against any and all claims, demands, suits, liabilities, proceeding, action, causes of action, lossesliabilities, expenses, damages, fines, penalties, court damages and related costs of investigation and enforcement (including reasonable attorneys’ fees attorney's fees) (collectively, “Claims”"Losses") incurred or suffered by any Indemnified Party arising out of or otherwise relating to of: (a) any material breach of the Indemnifying Party’s breach confidentiality provisions of this Agreement; (b) any act failure of any representation or omission to act warranty made by the Indemnifying Party, Party pursuant to this Agreement to be true and correct in any subcontractor material respect on the date made or supplier of the Indemnifying Party, anyone directly deemed to be made or indirectly employed by shall become untrue in any of them, or anyone for whose acts they may be liablematerial respect at any time thereafter; (c) violations of Legal Requirements by the Indemnifying Party, injury or damage to any subcontractor Person or supplier of the Indemnifying Party, anyone directly tangible property; or indirectly employed by any of them, or anyone for whose acts they may be liable; (d) the Indemnifying Party’s performance any act or failure to perform as required by this Agreement; (e) claims, liability, fines, costs or expenses imposed by a Governmental Authority; (f) the negligent acts or omissions omission of gross negligence or willful tortuous misconduct of the Indemnifying Party in performance of any of its duties hereunder. The Parties agree that with respect to any Losses arising out of the clause (b) of this subsection, the representations and warranties made under subsections 15.3(e) and 15.4(e) of this Agreement are made, and shall be deemed to be made, only as of the Effective Date. The Parties further agree that with respect to any Intellectual Property or other Claim by a third party based on the Indemnified Party; (g) 's permitted use of the Nasdaq Application, the Indemnifying Party’s operations; or (h) any of Party shall indemnify the Indemnifying Party’s representations or warranties Indemnified Party as contained set forth in this Agreement. This indemnification, defense and hold harmless obligation shall not be limited by insurance coverages and shall survive the termination or expiration otherwise applicable provisions of this AgreementSection 20.

Mutual Indemnity. To the fullest extent permitted by lawEach party shall indemnify, each Party (the “Indemnifying Party”) shall defend, indemnify and hold harmless and, at the other Parties and its officersIndemnified Party’s request, directors, employees, agents, affiliates and representatives (“Indemnitees”) defend Indemnified Party from and against any and all claims, demands, suits, liabilities, proceeding, action, causes of action, losses, expenses, damagescosts, fines, penalties, court costs liabilities, losses, judgments and expenses (including, but not limited to, reasonable attorneys’ fees and court costs) (collectively, “ClaimsLosses”) arising out resulting from any claim, suit, action, or proceeding (“Claim”) brought by any regulatory agency or third party against Indemnified Party to the extent the Claim arises directly from the Indemnifying Party or Indemnifying Party’s employees, officers, agents or contractors: (i) non-compliance with the Privacy Rule, Security Rule or HITECH; (ii) breach of any of its obligations under this BAA; or otherwise relating (iii) acts or omissions that cause a security incident, HIPAA Breach or State Law Breach. For any Claim for which Indemnified Party is entitled to indemnification hereunder, Indemnified Party shall: (a) provide Indemnifying Party prompt written notice of the Indemnifying existence of any such Claim upon Indemnified Party’s breach receipt or knowledge of this Agreementit and; (b) defend such Claim or permit Indemnifying Party to control the defense of the Claim. If Indemnified Party requests Indemnifying Party to defend such Claim, Indemnifying Party shall not enter into any act settlement or omission other agreement with respect to act by the Indemnifying any Claim that imposes any duty or obligation on Indemnified Party, any subcontractor or supplier provides for an admission of fault on the Indemnifying part of Indemnified Party, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable; (c) violations of Legal Requirements by the Indemnifying without Indemnified Party, any subcontractor or supplier of the Indemnifying Party, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable; (d) the ’s prior written consent. Indemnifying Party’s performance or failure obligation to perform as required by this Agreement; (e) claims, liability, fines, costs or expenses imposed by a Governmental Authority; (f) the negligent acts or omissions or willful misconduct of the Indemnifying Party; (g) the Indemnifying Party’s operations; or (h) any of the Indemnifying Party’s representations or warranties as contained in this Agreement. This indemnification, defense and hold harmless obligation shall not be limited by insurance coverages and indemnify shall survive the expiration or termination or expiration of this AgreementBAA regarding any Claim brought under this BAA.

Mutual Indemnity. To the fullest extent permitted by law, each Party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other Parties and its officers, directors, employees, agents, affiliates and representatives (“Indemnitees”) from and against any and all claims, demands, suits, liabilities, proceeding, action, causes of action, losses, expenses, damages, fines, penalties, court costs and reasonable attorneys’ fees (collectively, “Claims”) arising out of or otherwise relating to (a) the Indemnifying Party’s breach of this Agreement; (b) any act or omission to act by the Indemnifying Party, any subcontractor or supplier of the Indemnifying Party, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable; (c) violations of Legal Requirements by the Indemnifying Party, any subcontractor or supplier of the Indemnifying Party, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable; (d) the Indemnifying Party’s performance or failure to perform as required by this Agreement; (e) claims, liability, fines, costs or expenses imposed by a Governmental Authority; (f) the negligent acts or omissions or willful misconduct of the Indemnifying Party; (g) the Indemnifying Party’s operations; or (h) any of the Indemnifying Party’s representations or warranties as contained in this Agreement. This indemnification, defense and hold harmless obligation shall not be limited by insurance coverages and shall survive the termination or expiration of this Agreement. Each Party shall notify the other Parties of any Claims or threatened Claims in respect of which it is or may be entitled to indemnification under this Article 21. Such Notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the Claims or threatened Claims.

Mutual Indemnity. To the fullest extent permitted by lawSubject to Section 11.(b), each Party (the “Indemnifying Party”) Tenant shall defend, indemnify and hold harmless the other Parties Landlord and its Landlord’s partners, officers, directors, employeesmembers, owners, agents, affiliates employees and representatives lenders, and each of their respective successors and assigns (collectively, the “IndemniteesLandlord Indemnified Parties”) from and against any and all claims, demands, suits, liabilities, proceeding, action, causes of action, lossessuits, expenses, damages, fines, penalties, court costs judgments and reasonable expenses (including attorneys’ fees fees) (collectively, “Claims”) for any Loss arising out of from any occurrence on or otherwise relating to (a) about the Indemnifying PartyPremises or from Tenant’s breach of this Agreement; (b) any act or omission to act by the Indemnifying Party, any subcontractor or supplier of the Indemnifying Party, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable; (c) violations of Legal Requirements by the Indemnifying Party, any subcontractor or supplier of the Indemnifying Party, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable; (d) the Indemnifying Party’s performance or failure to perform as required by or comply in any respect with its obligations under this Agreement; Lease (e) claimsother than a Loss arising from the negligence or intentional act of Landlord or any Landlord Indemnified Party). Subject to Section 11.(b), liabilityLandlord shall defend, fines, costs or expenses imposed by a Governmental Authority; (f) the negligent acts or omissions or willful misconduct of the Indemnifying Party; (g) the Indemnifying Party’s operations; or (h) any of the Indemnifying Party’s representations or warranties as contained in this Agreement. This indemnification, defense indemnify and hold harmless obligation shall not be limited by insurance coverages Tenant and Tenant’s partners, officers, directors, members, owners, agents, employees and lenders, and each of their respective successors and assigns (collectively, the “Tenant Indemnified Parties”) from and against all Claims for any Loss arising from any occurrence on or about those portions of the Property outside the Premises or from Landlord’s failure to perform or comply in any respect with its obligations under this Lease (other than a Loss arising from the negligence or intentional act of Tenant or any Tenant Indemnified Party). This indemnity provision shall survive the termination or expiration of this AgreementLease and shall not terminate or be waived, diminished or affected in any manner by any abatement or apportionment of Rent under any provision of this Lease. Tenant agrees not to settle any Claims without the Landlord Indemnified Parties’ consent, and Landlord agrees not to settle any Claims without the Tenant Indemnified Parties’ consent, unless: (i) all monetary damages payable in respect of the Claim are paid by the party providing the indemnification pursuant to the terms hereof; (ii) the Landlord Indemnified Parties or the Tenant Indemnified Parties (as the case may be) receive a full, complete and unconditional release in respect of the Claim without any admission or finding of obligation, liability, fault or guilt (criminal or otherwise) with respect to the Claim; and (iii) no injunctive, extraordinary, equitable or other relief of any kind is imposed on the Landlord Indemnified Parties or the Tenant Indemnified Parties (as the case may be). The Landlord Indemnified Parties and the Tenant Indemnified Parties, respectively, may employ separate counsel at the indemnifying Party’s expense if (A) the party providing the indemnification pursuant to the terms hereof has failed to adequately assume and actively conduct the defense of such Claims or to employ counsel with respect thereto or (B) in the reasonable opinion of the Landlord Indemnified Parties or the Tenant Indemnified Parties (as the case may be) a conflict of interest exists between the interests of the respective parties that requires representation by separate counsel.

Mutual Indemnity. To (a) MPH and Brow▇ ▇▇▇ools on the fullest extent permitted by lawone hand, or CCS and CCS Parent on the other hand, as appropriate (in each Party case, collectively, the "Indemnifying Party"), shall indemnify the other party (the “Indemnifying "Indemnified Party”") shall defend, indemnify and hold the Indemnified Party harmless the other Parties and its officers, directors, employees, agents, affiliates and representatives (“Indemnitees”) from and against any and all claimsloss, demandsliability, suitsdamage and expense, liabilities, proceeding, action, causes of action, losses, expenses, damages, fines, penalties, court costs and including reasonable attorneys’ ' fees and costs of investigation, litigation, settlement and judgment (collectivelycollectively "Losses"), “Claims”which Indemnified Party may sustain or suffer or to which Indemnified Party may become subject as a result of: (i) arising out The inaccuracy of any representation or otherwise relating to (a) the breach of any warranty made by the Indemnifying Party’s Party herein or in an Agreement; (ii) The nonperformance or breach of any covenant or agreement made or undertaken by the Indemnifying Party in this Agreement; Agreement or in an agreement delivered by the Indemnifying Party in connection herewith; (biii) If the Closing occurs, the existence of, or the failure of the Indemnifying Party to pay, discharge or perform as and when due, any act or omission to act of the Liabilities Excluded by the Indemnifying Party, any subcontractor or supplier as the case may be; (iv) If the Closing occurs, the operations, prior to and on the Closing Date, of the Indemnifying Party with respect to Assets Transferred to the Indemnified Party and the Liabilities Assumed by the Indemnified Party; (v) If the Closing occurs, anyone directly or indirectly employed by any the ongoing operations, after the Closing Date, of them, or anyone for whose acts they may be liable; (c) violations of Legal Requirements the Indemnifying Party with respect to the Assets Transferred to the Indemnifying Party and the Liabilities Assumed by the Indemnifying Party; and (vi) If the Closing occurs, any subcontractor acts or supplier omissions by the Indemnifying Party arising from or in connection with any Pension Plans or Multi-employer Plans covering employees who work at their respective Facilities. (b) The indemnification obligations of the Indemnifying PartyParty provided above shall, anyone directly or indirectly employed by any in addition to the qualifications and conditions set forth in Sections 10.4 and 10.5, be subject to the following qualifications: (i) The Indemnified Party shall not be entitled to indemnity under Subsection (a)(i) above unless: (A) Written notice to Indemnifying Party of themsuch claim specifying the basis thereof is made, or anyone for whose acts they an action at law or in equity with respect to such claim is served, before September 30, 1999; (B) If the Closing occurs, the Losses sustained or suffered by the Indemnified Party or to which it may be liablesubject as a result of circumstances described in such Subsection (a)(i) exceeds, in the aggregate, the sum of $50,000 if the Indemnifying Party is CCS and the Indemnified Party is MPH, and the sum of Two Hundred Fifty Thousand Dollars ($250,000) if the Indemnifying Party is MPH and the Indemnified Party is CCS (in either case, the "Trigger Amount"), in which case the Indemnified Party shall be entitled only to recover the amount by which Losses exceed Fifty Thousand Dollars ($50,000) if the Indemnifying Party is CCS and the Indemnified Party is MPH, and the sum of Two Hundred Fifty Thousand Dollars ($250,000) if the Indemnifying Party is MPH and the Indemnified Party is CCS (in the respective case, the "Deductible Amount"), provided, however, that (1) individual claims of Five Thousand Dollars ($5,000) or less shall not be aggregated for purposes of calculating either the Trigger Amount, the Deductible Amount or the excess of Losses over the Deductible Amount and (2) no Trigger Amount and no Deductible Amount shall apply and this clause (B) shall not apply to any claim by MPH under Section 10.3(c) or Section 10.3(d) below; and (C) If the Closing occurs, in no event shall the Indemnifying Party be liable to the Indemnified Party under Subsection (a)(i) for amounts which, in the aggregate, exceed One Million Dollars ($1,000,000). (ii) If the Closing occurs, the Indemnified Party shall not be entitled to indemnity under Subsections (a)(ii)-(vi) above except for out-of-pocket Losses actually suffered or sustained by the Indemnified Party or to which the Indemnified Party may become subject as a result of circumstances described in such Subsections (a)(ii)-(vi), and such indemnity shall not include Losses in the nature of consequential damages, lost profits, diminution in value, damage to reputation or the like. (c) If the Closing occurs, CCS shall indemnify MPH, and hold MPH harmless, with respect to any Losses, up to $100,000, relating to the Lease and Services Agreement between CCS and TRS Behavioral Care, Inc., dated November 4, 1996, other than Losses suffered by MPH resulting solely from (i) MPH's termination of such Lease and Services Agreement in accordance with Section 4.2 thereof or (ii) the failure of MPH to comply with the express terms and conditions of such Lease and Service Agreement in the form presented to MPH by CCS. (d) If the Indemnifying Party’s performance or failure Closing occurs, CCS shall be solely responsible for and shall indemnify MPH, and hold MPH harmless, with respect to perform as required by this Agreement; (e) claims, liability, fines, costs or expenses imposed by a Governmental Authority; (f) any Losses from the negligent acts or omissions or willful misconduct compliance requirements of Texas Natural Resource Conservation Commission relating to the removal of the Indemnifying Party; underground storage tank referenced in the CCS Environmental Survey (g) the Indemnifying Party’s operations; or (h) any of the Indemnifying Party’s representations or warranties as contained in this Agreement. This indemnificationincluding reporting, defense closure and hold harmless obligation shall not be limited by insurance coverages and shall survive the termination or expiration of this Agreementpost-closure requirements).

Mutual Indemnity. To the fullest extent permitted by law(a) Each Party will, each Party (the “Indemnifying Party”) shall defendat its sole expense, indemnify indemnify, defend and hold harmless the other Parties Party, its Affiliates, and its officersRepresentatives (collectively, directors, employees, agents, affiliates and representatives (the “IndemniteesIndemnified Party”) from and against any and all claimsLosses resulting from a Claim to the extent that such Claim is caused by the Indemnifying Party or its Affiliates’: (i) breach of representations, demandswarranties, suitscovenants or obligations under this Agreement, liabilities(ii) actual or alleged violation of applicable Law or Order; or (iii) fraud, proceedingbad faith, action, causes of action, losses, expenses, damages, fines, penalties, court costs and reasonable attorneys’ fees gross negligence or willful misconduct. (collectively, “Claims”b) arising out of or otherwise relating The Indemnified Party agrees to (ai) notify the Indemnifying Party of a Claim in writing as soon as practicable, (ii) provide the Indemnifying Party (at the Indemnifying Party’s breach of this Agreement; (bexpense) any act assistance reasonably requested by the Indemnifying Party and reasonably necessary for the defense or omission settlement of such Claim, and (iii) allow the Indemnifying Party to act direct and control the defense and settlement of such Claim, provided however, that the Indemnified Party reserves the right to retain counsel to participate in the defense and settlement of any Claim for which indemnification is sought, at the Indemnified Party’s expense unless (x) the employment of counsel by the Indemnified Party has been authorized by the Indemnifying Party in writing, (y) the representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential conflicts of interest between such indemnitee and any other party represented by such counsel in such proceedings, or (z) the Indemnifying Party shall have not employed counsel to assume the defense of such action in a timely fashion, in each of which cases the reasonable fees and expenses of counsel for the Indemnified Party shall be at the expense of the Indemnifying Party. (c) The Indemnifying Party shall not, without the Indemnified Party’s prior written consent (not to be unreasonably withheld, conditioned or delayed), settle, compromise or admit any fault or wrongdoing in respect of any Claim (or any claim, issue or matter therein), or consent to the entry of a judgment or settlement of a Claim which imposes any obligations on the Indemnified Party other than the requirement to pay monies fully indemnifiable by the Indemnifying Party, any subcontractor or supplier of the Indemnifying Party, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable; (c) violations of Legal Requirements by the Indemnifying Party, any subcontractor or supplier of the Indemnifying Party, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable; . (d) the Indemnifying Party’s performance or failure The rights to perform as required by this Agreement; (e) claims, liability, fines, costs or expenses imposed by a Governmental Authority; (f) the negligent acts or omissions or willful misconduct of the Indemnifying Party; (g) the Indemnifying Party’s operations; or (h) any of the Indemnifying Party’s representations or warranties as contained indemnification conferred in this Agreement. This indemnification, defense and hold harmless obligation Section 8.2 shall not be limited exclusive of any other right which any Person may have or hereafter acquire under applicable Law, under any other agreement or otherwise; provided that an Indemnified Party shall not be entitled to recover more than once for the same Loss. The Indemnifying Party will not be obligated to indemnify the Indemnified Party to the extent the Indemnifying Party is prejudiced by insurance coverages and shall survive the termination or expiration of Indemnified Party’s failure to comply with this AgreementSection 8.2.