Common use of 1Indemnification Clause in Contracts

1Indemnification. (a) PW's Indemnification. PW will indemnify, defend and hold RA and its Affiliates, and all their respective officers, managers, employees, and agents, harmless from and against any and all Losses asserted by third parties arising out of the performance by PW of its obligations under this Agreement, or to the extent caused by or resulting from a claim that the Licensed Property or use thereof infringes any Intellectual Property right of any third party. (b) RA's Indemnification. RA shall defend, indemnify, and hold harmless PW, RS and PI and its Affiliates, and all their respective officers, managers, employees, and agents, against any Losses asserted by third parties, arising out of (i) any inaccuracy in or breach of any of the representations or warranties of RA pursuant to this Agreement; (ii) any breach or nonperformance of any covenant, agreement or obligation to be performed by RA, any sublicensee, or RA’s Affiliates pursuant to this Agreement; (iii) gross negligent acts and/or omissions and/or willful misconduct of RA, any sublicensee, or RA’s Affiliates; (iv) except for Licensed Property, any claim that RA, any sublicensee, or RA’s Affiliates, has infringed or violated a third-party’s intellectual property or other rights (including RA, any sublicensee, or RA’s Affiliates creation of marketing materials hereunder), including without limitation to, the rights of publicity, rights of privacy, and intellectual property rights, of third-parties; (v) any alleged defects or dangers inherent in Hemp Products or the use thereof; (vi) any claims of sublicensees regarding Hemp Products, arising out of RA’s negligence or intentional misconduct; (vii) any death, injuries or damages to purchasers, users, or consumers of Hemp Products or arising from or related to the use of Hemp Products; (viii) performance under this Agreement by RA, any sublicensee, or RA’s Affiliates, including without limitation to, any product liability claim related to Hemp Products,; (ix) any violation of applicable law (excepting the Controlled Substances Act and any related laws) as it relates to RA, any sublicensee, or RA’s Affiliates business; (x) any tax or penalty related to RA, any sublicensee, or RA’s Affiliates business; (xi) any of RA’s insurance requirements hereunder; (xii) any claim of false or misleading conduct or advertising by RA, any sublicensee, or RA’s Affiliates; (xiii) any business or other activities conducted or pursued by RA, any sublicensee, or RA’s Affiliates related to this agreement but unauthorized by this Agreement.

1Indemnification. (a) PW's Indemnification. PW will Tenant shall, at no cost or expense to Landlord other than any de minimis cost or expense, protect, defend, indemnify, defend release and hold RA and its Affiliatesharmless each of the Indemnified Parties for, and all their respective officers, managers, employees, and agents, harmless from and against any and all Losses asserted (excluding Losses suffered by third parties an Indemnified Party arising out of the performance negligence, illegal acts, fraud, or willful misconduct of such Indemnified Party; provided, however, that the term “negligence” shall not include negligence imputed to or status incurred as a matter of law solely by PW any of its obligations the Indemnified Parties by reason of Landlord’s interest in the Premises or Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this AgreementLease) caused by, incurred or resulting from Tenant’s operations of the Premises, whether relating to alteration, maintenance, or use by Tenant or any Tenant Parties thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Tenant, its officers, employees, agents or other persons, or to which any Indemnified Party is subject because of Landlord’s interest in the extent caused by or resulting Premises, including Losses arising from a claim that the Licensed Property or use thereof infringes any Intellectual Property right of any third party. (b) RA's Indemnification. RA shall defend, indemnify, and hold harmless PW, RS and PI and its Affiliates, and all their respective officers, managers, employees, and agents, against any Losses asserted by third parties, arising out of (i) any inaccuracy in accident, injury to or breach death of any person or loss of or damage to property occurring in, on or about the representations Premises or warranties of RA pursuant to this Agreement; any portion thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways, (ii) any breach use, non-use or nonperformance of any covenantcondition in, agreement on or obligation to be performed by RA, any sublicenseeabout, or RA’s Affiliates pursuant to this Agreement; possession, alteration, repair, operation, maintenance or management of, the Premises or any portion thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways, (iii) gross negligent acts and/or omissions and/or willful misconduct any representation or warranty made herein by Tenant, in any certificate delivered in connection herewith or in any other agreement to which Tenant is a party or pursuant thereto being false or misleading in any material respect as of RAthe date such representation or warranty was made, any sublicensee, or RA’s Affiliates; (iv) except for Licensed Propertyperformance of any labor or services or the furnishing of any materials, any claim that RA, any sublicensee, or RA’s Affiliates, has infringed or violated a third-party’s intellectual property equipment or other rights (including RAproperty ordered by Tenant in respect to the Premises or any portion thereof, any sublicensee, or RA’s Affiliates creation of marketing materials hereunder), including without limitation to, the rights of publicity, rights of privacy, and intellectual property rights, of third-parties; (v) the claims of any alleged defects invitees, patrons, licensees or dangers inherent in Hemp Products subtenants of all or any portion of the use thereof; Premises or any Person acting through or under Tenant or otherwise acting under or as a consequence of this Lease, (vi) any claims act or omission of sublicensees regarding Hemp ProductsTenant or its employees, arising out of RA’s negligence agents, contractors, licensees, subtenants or intentional misconduct; invitees, (vii) any deathcontest referred to in Section 28.16, injuries or damages to purchasers, users, or consumers of Hemp Products or arising from or related to the use of Hemp Products; and (viii) performance the sale of liquor, beer or wine on the Premises or any portion thereof. It is expressly understood and agreed that the parties’ obligations under this Agreement by RASection 23.1 shall survive the expiration or earlier termination of this Lease with respect to the Premises for any reason. Except to the extent specified to the contrary in the above, Tenant shall have no obligation to indemnify any sublicenseeof the Indemnified Parties to the extent that such Losses arise from negligence, illegal acts, fraud, or RA’s Affiliateswillful misconduct of any Indemnified Party; provided, including without limitation tohowever, any product liability claim related that the term “negligence” shall not include negligence imputed to Hemp Products,; (ix) any violation or status incurred as a matter of applicable law (excepting the Controlled Substances Act and any related laws) as it relates to RA, any sublicensee, or RA’s Affiliates business; (x) any tax or penalty related to RA, any sublicensee, or RA’s Affiliates business; (xi) by any of RAthe Indemnified Parties solely by reason of Landlord’s insurance requirements hereunder; (xii) any claim interest in the Premises or Landlord’s failure to act in respect of false matters which are or misleading conduct or advertising by RA, any sublicensee, or RA’s Affiliates; (xiii) any business or other activities conducted or pursued by RA, any sublicensee, or RA’s Affiliates related to were the obligation of Tenant under this agreement but unauthorized by this AgreementLease.

1Indemnification. (a) PW's Indemnification. PW will Tenant shall, to the extent not covered by insurance carried or required to be carried by Landlord hereunder, indemnify, defend defend, protect, and hold RA harmless Landlord, its managing members, members, partners, subpartners and its Affiliates, and all their respective officers, managersagents, servants, employees, and agents, harmless independent contractors from and against any and all Losses asserted by third parties loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys' fees) incurred in connection with or arising out from any cause in, on or about the Premises, including, without limiting the generality of the foregoing: (i) any default by Tenant in the observance or performance of any of the terms, covenants or conditions of this Lease on Tenant's part to be observed or performed; (ii) the use or occupancy of the Premises by PW Tenant or any person claiming by, through or under Tenant; (iii) the condition of the Premises or any occurrence or happening on the Premises from any cause whatsoever except Hazardous Material which was present on the Property before the date Tenant takes possession of the Premises; (iv) Tenant's, its obligations under this Agreementemployees, contractors or agents, use, release, manufacture, storage, or disposal of any Hazardous Materials on, under, or about the Premises, or the transportation to or from the Premises of any Hazardous Materials, or (v) any acts, omissions or negligence of Tenant or of any person claiming by, through or under Tenant, or of the contractors, agents, servants, employees, visitors or licensees of Tenant or any such person, in, on or about the Premises, including, without limitation, any acts, omissions or negligence in the making or performance of any Alterations (whether prior to or during the Lease Term); provided that the terms of the foregoing indemnity shall not apply to the negligence or willful misconduct of Landlord. Landlord shall, to the extent caused not covered by insurance carried or resulting from a claim that the Licensed Property or use thereof infringes any Intellectual Property right of any third party. (b) RA's Indemnification. RA shall defendrequired to be carried by Tenant hereunder, indemnify, defend, protect and hold harmless PWTenant, RS its managing members, members, partners, subpartners and PI and its Affiliates, and all their respective officers, managersagents, servants, employees, and independent contractors from any such loss, cost, damage, expense or liability (including, without limitation, court costs and reasonable attorneys' fees) arising directly out of the negligence or willful misconduct by Landlord or Landlord's agents, against any Losses asserted by third partiesservants, arising out of (i) any inaccuracy in or breach of any of the representations or warranties of RA employees and contractors. Further, Tenant's agreement to indemni▇▇ ▇▇▇ hold Landlord harmless pursuant to this Agreement; (ii) Lease and the exclusion from Tenant's indemnity and the agreement by Landlord to indemnify and hold Tenant harmless pursuant to the preceding sentence are not intended to and shall not relieve any breach or nonperformance insurance carrier of any covenant, agreement or its obligation under policies required to be performed carried by RALandlord or Tenant, any sublicenseerespectively, or RA’s Affiliates pursuant to the provisions of this Agreement; (iii) gross negligent acts and/or omissions and/or willful misconduct Lease. The provisions of RA, any sublicensee, this Section 10.1 shall survive the expiration or RA’s Affiliates; (iv) except for Licensed Property, any claim that RA, any sublicensee, or RA’s Affiliates, has infringed or violated a third-party’s intellectual property or other rights (including RA, any sublicensee, or RA’s Affiliates creation sooner termination of marketing materials hereunder), including without limitation to, the rights of publicity, rights of privacy, and intellectual property rights, of third-parties; (v) any alleged defects or dangers inherent in Hemp Products or the use thereof; (vi) this Lease with respect to any claims of sublicensees regarding Hemp Products, arising out of RA’s negligence or intentional misconduct; (vii) any death, injuries liability occurring prior to such expiration or damages to purchasers, users, or consumers of Hemp Products or arising from or related to the use of Hemp Products; (viii) performance under this Agreement by RA, any sublicensee, or RA’s Affiliates, including without limitation to, any product liability claim related to Hemp Products,; (ix) any violation of applicable law (excepting the Controlled Substances Act and any related laws) as it relates to RA, any sublicensee, or RA’s Affiliates business; (x) any tax or penalty related to RA, any sublicensee, or RA’s Affiliates business; (xi) any of RA’s insurance requirements hereunder; (xii) any claim of false or misleading conduct or advertising by RA, any sublicensee, or RA’s Affiliates; (xiii) any business or other activities conducted or pursued by RA, any sublicensee, or RA’s Affiliates related to this agreement but unauthorized by this Agreementtermination.

1Indemnification. (a) PW's Indemnification. PW will Tenant shall, at no cost or expense to Landlord other than any de minimis cost or expense, protect, defend, indemnify, defend release and hold RA and its Affiliatesharmless each of the Indemnified Parties for, and all their respective officers, managers, employees, and agents, harmless from and against any and all Losses asserted (excluding Losses suffered by third parties an Indemnified Party arising out of the performance negligence, illegal acts, fraud, or willful misconduct of such Indemnified Party; provided, however, that the term “negligence” shall not include negligence imputed to or status incurred as a matter of law solely by PW any of its obligations the Indemnified Parties by reason of Landlord’s interest in the Premises or Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this AgreementLease) caused by, incurred or resulting from Tenant’s operations of any Site, whether relating to alteration, maintenance, or use by Tenant or any Tenant Parties thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Tenant, its officers, employees, agents or other persons, or to the extent caused by or resulting which any Indemnified Party is subject because of Landlord’s interest in any Site, including Losses arising from a claim that the Licensed Property or use thereof infringes any Intellectual Property right of any third party. (b) RA's Indemnification. RA shall defend, indemnify, and hold harmless PW, RS and PI and its Affiliates, and all their respective officers, managers, employees, and agents, against any Losses asserted by third parties, arising out of (i) any inaccuracy in accident, injury to or breach death of any person or loss of or damage to property occurring in, on or about the representations Premises or warranties of RA pursuant to this Agreement; any portion thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways, (ii) any breach use, non-use or nonperformance of any covenantcondition in, agreement on or obligation to be performed by RA, any sublicenseeabout, or RA’s Affiliates pursuant to this Agreement; possession, alteration, repair, operation, maintenance or management of, the Premises or any portion thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways, (iii) gross negligent acts and/or omissions and/or willful misconduct any representation or warranty made herein by Tenant, in any certificate delivered in connection herewith or in any other agreement to which Tenant is a party or pursuant thereto being false or misleading in any material respect as of RAthe date such representation or warranty was made, any sublicensee, or RA’s Affiliates; (iv) except for Licensed Propertyperformance of any labor or services or the furnishing of any materials, any claim that RA, any sublicensee, or RA’s Affiliates, has infringed or violated a third-party’s intellectual property equipment or other rights (including RAproperty ordered by Tenant in respect to the Premises or any portion thereof, any sublicensee, or RA’s Affiliates creation of marketing materials hereunder), including without limitation to, the rights of publicity, rights of privacy, and intellectual property rights, of third-parties; (v) the claims of any alleged defects invitees, patrons, licensees or dangers inherent in Hemp Products subtenants of all or any portion of the use thereof; Premises or any Person acting through or under Tenant or otherwise acting under or as a consequence of this Lease, (vi) any claims act or omission of sublicensees regarding Hemp ProductsTenant or its employees, arising out of RA’s negligence agents, contractors, licensees, subtenants or intentional misconduct; invitees, (vii) any deathcontest referred to in Section 28.16, injuries or damages to purchasers, users, or consumers of Hemp Products or arising from or related to the use of Hemp Products; and (viii) performance the sale of liquor, beer or wine on the Premises or any portion thereof. It is expressly understood and agreed that the parties’ obligations under this Agreement by RASection 23.1 shall survive the expiration or earlier termination of this Lease with respect to any Site for any reason. Except to the extent specified to the contrary in the above, Tenant shall have no obligation to indemnify any sublicenseeof the Indemnified Parties to the extent that such Losses arise from negligence, illegal acts, fraud, or RA’s Affiliateswillful misconduct of any Indemnified Party; provided, including without limitation tohowever, any product liability claim related that the term “negligence” shall not include negligence imputed to Hemp Products,; (ix) any violation or status incurred as a matter of applicable law (excepting the Controlled Substances Act and any related laws) as it relates to RA, any sublicensee, or RA’s Affiliates business; (x) any tax or penalty related to RA, any sublicensee, or RA’s Affiliates business; (xi) by any of RAthe Indemnified Parties solely by reason of Landlord’s insurance requirements hereunder; (xii) any claim interest in the Premises or Landlord’s failure to act in respect of false matters which are or misleading conduct or advertising by RA, any sublicensee, or RA’s Affiliates; (xiii) any business or other activities conducted or pursued by RA, any sublicensee, or RA’s Affiliates related to were the obligation of Tenant under this agreement but unauthorized by this AgreementLease.