Common use of GRS Clause in Contracts

GRS. GRS shall indemnify, defend and hold harmless Company and its Affiliates and its and their respective members, shareholders, officers, managers, directors, employees, agents, successors, and assigns, as the case may be, from and against Losses, regardless of nature or type of such third party claim, whether actual or alleged, based upon tort, breach of contract, or other third party claims, if and to the extent arising out of, resulting from, or related to (i) any act, omission, or default in the performance of the obligations of GRS pursuant to this Agreement or breach of any covenant, agreement, representation, or warranty by GRS under this Agreement; (ii) the GRS Excluded Activities; or (iii) any materials created or provided by, for, or on behalf of GRS in providing the GRS Services, including the GRS Property; except with respect to (iii) to the extent such third party claim is caused by any use, modification or alteration of the GRS Property or GRS Services by or on behalf of Company in a manner not authorized under this Agreement (the “Company Excluded Activities”); and except to the extent the Losses arise out of, result from, or relate to the gross negligence or intentional misconduct of Company.