Grantee’s Indemnification Clause Samples
The Grantee’s Indemnification clause requires the grantee to protect and compensate the grantor against any losses, damages, or liabilities arising from the grantee’s actions or omissions related to the agreement. In practice, this means if the grantee’s conduct causes harm, legal claims, or financial loss to third parties or the grantor, the grantee must cover those costs, including legal fees. This clause serves to allocate risk by ensuring the grantor is not held financially responsible for issues caused by the grantee’s behavior or negligence.
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Grantee’s Indemnification. Provided that the Closing occurs, Grantee shall release, defend, indemnify and hold harmless Grantor, its affiliates, and their respective officers, directors, managers, employees, agents, partners, representatives, members, shareholders, affiliates, subsidiaries, successors and assigns (collectively, the “Grantor Indemnitees”) from and against any and all claims, damages, liabilities, losses, causes of action, costs and expenses (including, without limitation, those involving theories of negligence or strict liability and including court costs and attorneys’ fees) (collectively, the “Losses”) as a result of, arising out of, or related to, (a) the Assumed Obligations, (b) Grantee’s breach of any of its covenants or agreements contained in Section 7.2, or (c) the breach of any representation or warranty made by Grantee in Article 6, but expressly excluding, in each case, Losses against which Grantor would be required to indemnify Grantee pursuant to Section 13.4.
Grantee’s Indemnification. Except to the extent caused by the gross negligence or willful misconduct of Grantor, Grantee hereby agrees to indemnify, defend, and hold harmless Grantor and the Grantor Group (as such term is defined in the Basic Colocation Information) from and against (and to reimburse Grantor and the Grantor Group for) any and all claims, actions, suits, proceedings, losses, damages, obligations, liabilities, penalties, fines, costs and expenses (including, without limitation, attorneys’ fees, legal costs, and other costs and expenses of defending against any claims, actions, suits, or proceedings) (collectively, “Claims”) arising from, in connection with, or in any manner relating to (or alleged to arise from, to be in connection with, or to be in any manner related to): (i) the use or occupancy of the Grantee Space or any portion of the Datacenter, the Building or the Property by Grantee or any person claiming by, through or under Grantee or any other Grantee Party (not arising from the gross negligence or willful misconduct of Grantor or its employees, agents, contractors or invitees), or (ii) the negligence or willful omissions of Grantee or any Grantee Parties with respect to the Grantee Space, the Datacenter, the Building or the Property; provided, however, Grantee’s indemnification, defense and hold harmless obligations under this Section shall not extend to Claims covered by Grantor’s indemnity of Grantee in Section 14.2.2, below. In the event that any action or proceeding is brought against Grantor or any member of the Grantor Group by reason of any such Claim, Grantee, upon timely notice from Grantor, shall defend such action or proceeding at Grantee’s cost and expense by counsel reasonably approved by Grantor. Grantee’s obligations under this Section 14.2 shall survive the expiration or termination of this Agreement as to any matters arising prior to such expiration or termination or prior to Grantee’s vacation of the Grantee Space and the Datacenter. Notwithstanding any provision to the contrary contained in this Section 14.2, nothing contained in this Section 14.2 shall be interpreted or used in any way to affect, limit, reduce or abrogate any insurance coverage provided by any insurer to either Grantee or Grantor. This indemnity provision shall survive the termination or expiration of this Agreement.