Common use of HOLD HARMLESS/INDEMNIFICATION Clause in Contracts

HOLD HARMLESS/INDEMNIFICATION. With respect to the subject matter in this Agreement, the following shall be applicable: Business Associate shall indemnify and hold harmless IEHP, its respective directors, officers, Governing Board, employees, agents and representatives from any liability whatsoever, based or asserted upon any services of Business Associate, its officers, employees, subcontractors, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature whatsoever including fines, penalties or any other costs and resulting from any reason whatsoever arising from the performance of Business Associate, its officers, agents, employees, subcontractors, agents or representatives from this Agreement. Business Associate shall defend, at its sole expense, all costs and fees including but not limited to attorney fees, cost of investigation, defense and settlements or awards IEHP, its respective directors, officers, Governing Board, elected and appointed officials, employees, agents and representatives in any claim or action based upon such alleged acts or omissions. With respect to any action or claim subject to indemnification herein by Business Associate, Business Associate shall, at their sole cost, have the right to use counsel of their choice, subject to the approval of IEHP, which shall not be unreasonably withheld, and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of IEHP; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Business Associate’s indemnification to IEHP as set forth herein. Business Associate’s obligation to defend, indemnify and hold harmless IEHP shall be subject to IEHP having given Business Associate written notice within a reasonable period of time of the claim or of the commencement of the related action, as the case may be, and information and reasonable assistance, at Business Associate’s expense, for the defense or settlement thereof. Business Associate’s obligation hereunder shall be satisfied when Business Associate has provided to IEHP the appropriate form of dismissal relieving IEHP from any liability for the action or claim involved. The specified insurance limits required in the Underlying Agreement shall in no way limit or circumscribe Business Associate’s obligations to indemnify and hold harmless IEHP herein from third party claims arising from the issues of this Agreement. In the event there is a conflict between this indemnification clause and an indemnification clause contained in the Underlying Agreement, this indemnification shall only apply to the subject issues included within this Agreement.

Appears in 2 contracts

Samples: Professional Services Agreement, www.bidnet.com

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HOLD HARMLESS/INDEMNIFICATION. With respect to the subject matter in this Agreement, the following shall be applicable: Business Associate shall indemnify and hold harmless IEHP, its respective directors, officers, Governing Board, employees, agents and representatives from any liability whatsoever, based or asserted upon any services of Business Associate, its officers, employees, subcontractors, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature whatsoever including fines, penalties or any other costs and resulting from any reason whatsoever arising from the performance of Business Associate, its officers, agents, employees, subcontractors, agents or representatives from this Agreement. Business Associate shall defend, at its sole expense, all costs and fees including but not limited to attorney fees, cost of investigation, defense and settlements or awards IEHP, its respective directors, officers, Governing Board, elected and appointed officials, employees, agents and representatives in any claim or action based upon such alleged acts or omissions. With respect to any action or claim subject to indemnification herein by Business Associate, Business Associate shall, at their sole cost, have the right to use counsel of their choice, subject to the approval of IEHP, which shall not be unreasonably withheld, and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of IEHP; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Business Associate’s indemnification to IEHP as set forth herein. Business Associate’s obligation to defend, indemnify and hold harmless IEHP shall be subject to IEHP having given Business Associate written notice within a reasonable period of time of the claim or of the commencement of the related action, as the case may be, and information and reasonable assistance, at Business Associate’s expense, for the defense or settlement thereof. Business Associate’s obligation hereunder shall be satisfied when Business Associate has provided to IEHP the appropriate form of dismissal relieving IEHP from any liability for the action or claim involved. The specified insurance limits required in the Underlying Agreement shall in no way limit or circumscribe Business Associate’s obligations Tenant hereby agrees to indemnify and hold harmless IEHP herein Landlord, Tysons II Development Co. Limited Partnership, Xxxxxx Enterprises Limited Partnership, Xxxxxx Corporation and any mortgagee from third party claims arising and against any and all claims, losses, actions, damages, liabilities and expenses (including attorneys' fees) that (i) arise from or are in connection with Tenant's possession, use, occupation, management, repair, maintenance or control of the issues Leased Premises or the Building, or any portion thereof, or (ii) arise from or are in connection with any act or omission of Tenant or Tenant's agents, employees or invitees at the Building or within the Leased Premises, or (iii) result from any default, breach, violation or non-performance of this AgreementLease or any provision herein by Tenant, or (iv) result from injury or death to persons or damage to property sustained in or about the Leased Premises. In Tenant shall, at its own cost and expense, defend any and all actions, suits and proceedings which may be brought against the event there is a conflict between this indemnification clause and an indemnification clause contained in the Underlying Agreement, this indemnification shall only apply aforesaid parties with respect to the subject issues included within foregoing or in which the aforesaid parties may be impleaded. Tenant shall pay, satisfy and discharge any and all judgments, orders and decrees which may be recovered against the aforesaid parties in connection with the foregoing. The aforesaid parties shall not be liable or responsible for, and Tenant hereby releases the aforesaid parties from all liability or responsibility to Tenant or any person claiming by, through or under Tenant, by way of subrogation or otherwise, any injury, loss or damage to any property in or around the Leased Premises or to Tenant's business irrespective of the cause of such injury, loss or damage, and Tenant shall require its insurer(s) to include in all of Tenant's insurance policies which could give rise to a right of subrogation against the aforesaid parties a clause or endorsement whereby the insurer(s) shall waive any rights of subrogation against the aforesaid parties as well as other tenants or occupants of the Building. Subject to subsection (f) below, Tenant hereby makes such waiver on behalf of its insurer, which insurer, by insuring Tenant as contemplated under this Agreement.Lease, shall be deemed to have acknowledged the provisions hereof. (e)

Appears in 1 contract

Samples: Office Lease Agreement (Condor Technology Solutions Inc)

HOLD HARMLESS/INDEMNIFICATION. With Tenant hereby agrees to indemnify ------------------------------ and hold harmless Landlord, Tysons II Development Co. Limited Partnership, Tysons II Land Company, L.L.C., Xxxxxx Enterprises Limited Partnership, Xxxxxx Corporation, Landlord's employees, agents, mortgagees and ground lessors from and against any and all claims, losses, actions, damages, liabilities and expenses (including attorneys' fees) that (i) arise from or are in connection with Tenant's possession, use, occupation, management, repair, maintenance or control of the Leased Premises or the Building, or any portion thereof, or (ii) arise from or are in connection with any act or omission of Tenant or Tenant's agents, employees or invitees, or (iii) result from any default, breach, violation or non-performance of this Lease or any provision herein by Tenant, or (iv) result from injury or death to persons or damage to property sustained in or about the Leased Premises. Tenant shall, at its own cost and expense, defend any and all actions, suits and proceedings which may be brought against the aforesaid parties with respect to the subject matter in this Agreement, the following shall be applicable: Business Associate shall indemnify and hold harmless IEHP, its respective directors, officers, Governing Board, employees, agents and representatives from any liability whatsoever, based or asserted upon any services of Business Associate, its officers, employees, subcontractors, agents or representatives arising out of foregoing or in which the aforesaid parties may be impleaded. Tenant shall pay, satisfy and discharge any way relating to this Agreementand all judgments, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature whatsoever including fines, penalties or any other costs orders and resulting from any reason whatsoever arising from decrees which may be recovered against the performance of Business Associate, its officers, agents, employees, subcontractors, agents or representatives from this Agreementaforesaid parties in connection with the foregoing. Business Associate shall defend, at its sole expense, all costs and fees including but not limited to attorney fees, cost of investigation, defense and settlements or awards IEHP, its respective directors, officers, Governing Board, elected and appointed officials, employees, agents and representatives in any claim or action based upon such alleged acts or omissions. With respect to any action or claim subject to indemnification herein by Business Associate, Business Associate shall, at their sole cost, have the right to use counsel of their choice, subject to the approval of IEHP, which The aforesaid parties shall not be unreasonably withheldliable or responsible for, and Tenant hereby releases the aforesaid parties from all liability or responsibility to Tenant or any person claiming by, through or under Tenant, by way of subrogation or otherwise, any injury, loss or damage to any property in or around the Leased Premises or to Tenant's business irrespective of the cause of such injury, loss or damage, and Tenant shall have require its insurer(s) to include in all of Tenant's insurance policies which could give rise to a right of subrogation against the right to adjustaforesaid parties a clause or endorsement whereby the insurer(s) shall waive any rights of subrogation against the aforesaid parties as well as other tenants or occupants of the Building. Tenant hereby makes such waiver on behalf of its insurer, settlewhich insurer, or compromise any such action or claim without the prior consent of IEHP; providedby insuring Tenant as contemplated under this Lease, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Business Associate’s indemnification to IEHP as set forth herein. Business Associate’s obligation to defend, indemnify and hold harmless IEHP shall be subject deemed to IEHP having given Business Associate written notice within a reasonable period of time of have acknowledged the claim or of the commencement of the related action, as the case may be, and information and reasonable assistance, at Business Associate’s expense, for the defense or settlement thereof. Business Associate’s obligation hereunder shall be satisfied when Business Associate has provided to IEHP the appropriate form of dismissal relieving IEHP from any liability for the action or claim involved. The specified insurance limits required in the Underlying Agreement shall in no way limit or circumscribe Business Associate’s obligations to indemnify and hold harmless IEHP herein from third party claims arising from the issues of this Agreement. In the event there is a conflict between this indemnification clause and an indemnification clause contained in the Underlying Agreement, this indemnification shall only apply to the subject issues included within this Agreementprovisions hereof.

Appears in 1 contract

Samples: Noosh Inc

HOLD HARMLESS/INDEMNIFICATION. With respect to Consultant shall defend, indemnify, and hold harmless Cascade, its board of directors, members, officers, managers, employees, engineers, agents, and volunteers (collectively, as used herein, “Cascade”) from and against all demands, claims, losses, injuries, damages, liabilities, suits, judgment, attorneys' fees and costs, and other expenses of any kind (including any suits or claims made by or for the subject matter in benefit of Consultant’s employees or their survivors) on account of, relating to, or arising out of Consultant's negligent acts or omissions under this Agreement, except to the following shall be applicable: Business Associate shall extent such injuries or damages are caused by the sole negligence of Cascade. For the purposes of this indemnification, Consultant specifically and expressly waives any immunity granted under the Washington Industrial Insurance Act, Title 51 RCW. This waiver has been mutually negotiated and agreed to by the parties. Consultant further agrees to require its consultants, subconsultants, and suppliers and their consultants, subconsultants, and suppliers to similarly indemnify and hold Consultant harmless IEHPand waive immunity under Title 51 solely for the purposes of this indemnification. Pursuant to RCW 4.24.115, its respective directors, officers, Governing Board, to the extent liability for Indemnified Claims (including defense obligations) were caused or result from the concurrent negligence of (a) the Indemnified Parties and (b) Consultant the Consultant’s agents or employees, agents the indemnity and representatives from any liability whatsoever, based or asserted upon any services of Business Associate, its officers, employees, subcontractors, agents or representatives arising out of or in any way relating to defense obligations under this Agreement, including but not Agreement shall be limited to property damagethe extent of the Consultant’s negligence. Cascade agrees to indemnify, bodily injury, or death or any other element of any kind or nature whatsoever including fines, penalties or any other costs defend and resulting from any reason whatsoever arising from the performance of Business Associate, save harmless Consultant and its officers, agents, employeesrepresentatives, subcontractorsand employees (collectively, agents as used herein, “Consultant”) from and against all third party demands, claims, losses, liabilities, suits, judgment, attorneys' fees and costs for personal injury or representatives from property damage (collectively “Indemnified Losses”) caused by Cascade’s negligent acts or omissions under this Agreement. Business Associate shall defend, at its sole expense, all costs and fees including but not limited to attorney fees, cost of investigation, defense and settlements or awards IEHP, its respective directors, officers, Governing Board, elected and appointed officials, employees, agents and representatives in any claim or action based upon such alleged acts or omissions. With respect to any action or claim subject to indemnification herein by Business Associate, Business Associate shall, at their sole cost, have the right to use counsel of their choice, subject to the approval of IEHP, which shall not be unreasonably withheld, and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of IEHP; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Business Associate’s indemnification event does Cascade agree to IEHP as set forth herein. Business Associate’s obligation to indemnify, defend, indemnify and hold or save harmless IEHP shall be subject to IEHP having given Business Associate written notice within a reasonable period of time of the claim or of the commencement of the related action, as the case may be, and information and reasonable assistance, at Business Associate’s expense, for the defense or settlement thereof. Business Associate’s obligation hereunder shall be satisfied when Business Associate has provided to IEHP the appropriate form of dismissal relieving IEHP from any liability for the action or claim involved. The specified insurance limits required in the Underlying Agreement shall in no way limit or circumscribe Business Associate’s obligations to indemnify and hold harmless IEHP herein from third party claims arising from Indemnified Losses for personal injuries or property damage caused in whole or part by the issues acts or omissions of this Agreement. In the event there is a conflict between this indemnification clause and an indemnification clause contained in the Underlying Agreement, this indemnification shall only apply to the subject issues included within this AgreementConsultant.

Appears in 1 contract

Samples: Consulting Agreement

HOLD HARMLESS/INDEMNIFICATION. With respect to To the subject matter in this Agreementfullest extent permitted by law, the following Contractor shall be applicable: Business Associate shall defend, indemnify and hold harmless IEHPthe San Diego Community College District, and its respective directorsofficials, officersagents, Governing Boardvolunteers and employees (“indemnified parties”) from and against claims, employeesdamages, agents losses and representatives expenses, including but not limited to attorney fees, arising out of Contractor’s performance under this contract, regardless of whether such claim, damage, loss or expense is caused in part by an indemnified party. This includes, but is not limited to, claims, damages, losses and expenses arising from injury to, loss of, theft of or unauthorized access to personally identifiable information or documents containing such information, as most broadly defined under state or federal law; or any actual or alleged failure to comply with any provision of law. However, Contractor shall not be obligated to indemnify an indemnified party for liability whatsoeverdue to willful misconduct, based gross negligence, or asserted upon any services of Business Associatesole negligence for which that indemnified party is legally responsible, its officers, employees, subcontractors, agents or representatives arising out of or in any way relating to this Purchase Order or Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature whatsoever including fines, penalties or any other costs and resulting from any reason whatsoever arising from the performance of Business Associate, its officers, agents, employees, subcontractors, agents or representatives from this Agreementdeath. Business Associate Contractor shall defend, at its sole cost and expense, all costs and fees including but not limited to attorney fees, cost of investigation, defense and settlements or awards IEHPawards, its the San Diego Community College District, Departments, their respective directors, officers, Governing Board, elected and appointed officialsBoard of Trustees, employees, agents and representatives in any claim such action or action based upon such alleged acts or omissionsclaim. With respect to any action or claim subject to indemnification herein by Business AssociateContractor, Business Associate Contractor shall, at their its sole cost, have the right to use counsel of their choice, subject to the approval of IEHP, which shall not be unreasonably withheld, its own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of IEHPthe District; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Business Associate’s Contractor's indemnification to IEHP as set forth herein. Business Associate’s obligation to defend, indemnify and hold harmless IEHP shall be subject to IEHP having given Business Associate written notice within a reasonable period of time of the claim or of the commencement of the related action, as the case may be, and information and reasonable assistance, at Business Associate’s expense, for the defense or settlement thereofDistrict. Business Associate’s obligation Contractor's obligations hereunder shall be satisfied when Business Associate Contractor has provided to IEHP the District the appropriate form of dismissal (or similar document) relieving IEHP the District from any liability for the action or claim involved. The specified insurance limits required in the Underlying this Purchase Order or Agreement shall in no way limit or circumscribe Business Associate’s Contractor's obligations to indemnify and hold harmless IEHP herein from third party claims arising from the issues of this AgreementDistrict. In However, Contractor shall, if requested by the event there is a conflict between this indemnification clause and an indemnification clause contained San Diego Community College District, defend using counsel approved by the District in the Underlying Agreement, this indemnification shall only apply to the subject issues included within this Agreementits sole discretion.

Appears in 1 contract

Samples: College District Purchase Order and Agreement

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HOLD HARMLESS/INDEMNIFICATION. With respect to the subject matter in this Agreement, the following shall be applicable: Business Associate HOSPITAL shall indemnify and hold harmless IEHPthe County of Riverside, its Agencies, Districts, Special Districts and Departments, their respective directors, officers, Governing BoardBoard of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as Indemnitees) from any liability whatsoever, based or asserted upon any services of Business AssociateHOSPITAL, its officers, employees, subcontractors, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature whatsoever including fines, penalties or any other costs and resulting from any reason whatsoever arising from the performance of Business AssociateHOSPITAL, its officers, agents, employees, subcontractors, agents or representatives Indemnitors from this Agreement. Business Associate HOSPITAL shall defend, at its sole expense, all costs and fees including including, but not limited limited, to attorney attorneys’ fees, cost of investigation, defense and settlements or awards IEHPawards, its respective directors, officers, Governing Board, elected and appointed officials, employees, agents and representatives the Indemnitees in any claim or action based upon such alleged acts or omissions. With respect to any action or claim subject to indemnification herein by Business AssociateHOSPITAL, Business Associate HOSPITAL shall, at their its sole cost, have the right to use counsel of their choice, subject to the approval of IEHP, which shall not be unreasonably withheld, its own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of IEHPCOUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Business Associate’s HOSPITAL’S indemnification to IEHP Indemnitees as set forth herein. Business Associate’s obligation to defend, indemnify and hold harmless IEHP shall be subject to IEHP having given Business Associate written notice within a reasonable period of time of the claim or of the commencement of the related action, as the case may be, and information and reasonable assistance, at Business Associate’s expense, for the defense or settlement thereof. Business Associate’s HOSPITAL’S obligation hereunder shall be satisfied when Business Associate HOSPITAL has provided to IEHP COUNTY the appropriate form of dismissal relieving IEHP COUNTY from any liability for the action or claim involved. The specified insurance limits required in the Underlying this Agreement shall in no way limit or circumscribe Business Associate’s HOSPITAL’S obligations to indemnify and hold harmless IEHP the Indemnitees herein from third party claims arising from the issues of this Agreementclaims. In the event there is a conflict between this indemnification clause and an indemnification clause contained in the Underlying AgreementCalifornia Civil Code section 2782, this indemnification clause shall only apply be interpreted to comply with Civil Code section 2782. Such interpretation shall not relieve the HOSPITAL from indemnifying the Indemnitees to the subject issues included within this Agreementfullest extent allowed by law.

Appears in 1 contract

Samples: Hospital Agreement

HOLD HARMLESS/INDEMNIFICATION. With respect to the subject matter in this Agreement, the following shall be applicable: Business Associate 5.1 CONTRACTOR shall indemnify and hold harmless IEHPLAFCO, its respective directors, officers, Governing BoardCommissioners, employees, agents and representatives from any liability whatsoever, based or asserted upon any services of Business AssociateCONTRACTOR, its officers, employees, subcontractors, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature whatsoever including fines, penalties or any other costs and resulting from any reason whatsoever arising from the performance of Business AssociateCONTRACTOR, its officers, agents, employees, subcontractors, agents or representatives from this Agreement. Business Associate ; CONTRACTOR shall defend, at its sole expense, all costs and fees including but not limited to attorney fees, cost of investigation, defense and settlements or awards IEHP, its respective directors, officers, Governing Board, elected and appointed officials, employees, agents and representatives all Indemnitees in any claim or action based upon such alleged acts or omissions. 3 RIVERSIDE LOCAL AGENCY FORMATION COMMISSIO 0000 Xxxxxxxx Xxxxxx Xxxxx 000-X Xxxxxxxxx, Xxxxxxxxxx 00000 1 5.2 With respect to any action or claim subject to indemnification herein by Business Associate2 CONTRACTOR, Business Associate CONTRACTOR shall, at their sole cost, have the right to use 3 counsel of their choice, subject to the approval of IEHP, which shall not be unreasonably withheld, own choice and shall have the right to adjust, settle, or compromise 4 any such action or claim without the prior consent of IEHPLAFCO; provided, however, 5 that any such adjustment, settlement or compromise in no manner whatsoever limits 6 or circumscribes Business Associate’s CONTRACTOR’S indemnification to IEHP LAFCO or COUNTY as set 7 forth herein. Business Associate’s CONTRACTOR’S obligation to defend, indemnify and hold harmless IEHP 8 LAFCO or COUNTY shall be subject to IEHP LAFCO or COUNTY having given Business Associate 9 CONTRACTOR written notice within a reasonable period of time of the claim or of 10 the commencement of the related action, as the case may be, and information and 11 reasonable assistance, at Business Associate’s the CONTRACTOR’S expense, for the defense or 12 settlement thereof. Business Associate’s CONTRACTOR’S obligation hereunder shall be satisfied when Business Associate 13 CONTRACTOR has provided to IEHP LAFCO or COUNTY the appropriate form of 14 dismissal relieving IEHP LAFCO or COUNTY from any liability for the action or claim 15 involved. The specified insurance limits required in Section 5 shall survive the Underlying Agreement shall in no way limit or circumscribe Business Associate’s obligations to indemnify and hold harmless IEHP herein from third party claims arising from the issues termination of this Agreement. In the event there is a conflict between this indemnification clause and an indemnification clause contained in the Underlying Agreement, this indemnification shall only apply to the subject issues included within this Agreement.

Appears in 1 contract

Samples: Professional Service Agreement

HOLD HARMLESS/INDEMNIFICATION. With respect Except to the subject matter in this Agreement, the following shall be applicable: Business Associate shall indemnify and hold harmless IEHP, its respective directors, officers, Governing Board, employees, agents and representatives from any liability whatsoever, based or asserted upon any services of Business Associate, its officers, employees, subcontractors, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature whatsoever including fines, penalties or any other costs and resulting from any reason whatsoever arising extent that claims result from the performance gross negligence or willful misconduct of Business AssociateLandlord, its officers, agents, employees, subcontractors, agents or representatives from this Agreement. Business Associate shall defend, at its sole expense, all costs and fees including but not limited to attorney fees, cost of investigation, defense and settlements or awards IEHP, its respective directors, officers, Governing Board, elected and appointed officials, employees, agents and representatives in any claim or action based upon such alleged acts or omissions. With respect to any action or claim subject to indemnification herein by Business Associate, Business Associate shall, at their sole cost, have the right to use counsel of their choice, subject to the approval of IEHP, which shall not be unreasonably withheld, and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of IEHP; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Business Associate’s indemnification to IEHP as set forth herein. Business Associate’s obligation to defend, indemnify and hold harmless IEHP shall be subject to IEHP having given Business Associate written notice within a reasonable period of time of the claim or of the commencement of the related action, as the case may be, and information and reasonable assistance, at Business Associate’s expense, for the defense or settlement thereof. Business Associate’s obligation hereunder shall be satisfied when Business Associate has provided to IEHP the appropriate form of dismissal relieving IEHP from any liability for the action or claim involved. The specified insurance limits required in the Underlying Agreement shall in no way limit or circumscribe Business Associate’s obligations Tenant hereby agrees to indemnify and hold harmless IEHP herein Landlord, DTC Partners, L.L.C., Xxxxxx Enterprises, LLC, Xxxxxx Corporation, and all members, partners and owners thereof, and Landlord’s employees, agents, mortgagees and ground lessors (collectively, “Landlord Indemnified Parties”) from third party claims arising and against any and all claims, losses, actions, damages, liabilities and expenses (including reasonable attorneys’ fees) (collectively, “claims”) that (i) arise from or are in connection with Tenant’s possession, use, occupation, management, repair, maintenance or control of the issues Leased Premises, the Building, including the Common Areas, or any portion of any of the foregoing, or (ii) arise from or are in connection with any act or omission of Tenant or Tenant’s agents, employees or invitees on the Leased Premises, or (iii) arise from or are in connection with any negligent or willful act or omission of Tenant or Tenant’s agents or employees outside of the Leased Premises, or (iv) result from any default, breach, violation or non-performance of this AgreementLease or any provision herein by Tenant, or (v) result from injury or death to persons or damage to property sustained in, about or in connection with the Leased Premises. Tenant shall, at its own cost and expense, defend any and all actions, suits and proceedings which may be brought against the aforesaid parties with respect to the foregoing or in which the aforesaid parties may be impleaded. Tenant shall pay, satisfy and discharge any and all judgments, orders and decrees which may be recovered against the aforesaid parties in connection with the foregoing. In the event there all cases under this Lease where Landlord is a conflict between this indemnification clause being indemnified and an indemnification clause contained in the Underlying Agreementor held harmless, this indemnification such indemnity and/or hold harmless provisions shall only apply run to all Landlord Indemnified Parties to the subject issues included within this Agreementsame extent Landlord is so indemnified and/or held harmless.

Appears in 1 contract

Samples: Dulles Town Center (Trex Co Inc)

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