Indemnification by Lessee Clause Samples

Indemnification by Lessee. Lessee shall indemnify and hold Operator harmless against all claims, demands, actions, liabilities, losses, damages, lawsuits and other proceedings at law or in equity, judgments, awards, commissions, fees, costs and expenses (including, without limitation, attorneys’ fees and expenses), of every kind and nature whatsoever to or of any party connected with or arising out of, or by reason of any gross negligent act or omission, breach of contract, willful misconduct, or tortious actions by Lessee or any Affiliate of Lessee, or any officer, employee, agent, contractor, subcontractor, or other person or entity working for Lessee or any Affiliate of Lessee. The indemnification provisions of this Section 5.03 are subject to the limitations set forth in Section 5.02. Lessee will indemnify and hold Operator harmless from all costs, expenses, claims, damages and liabilities, including without limitation, lawyers’ fees and disbursements, arising or resulting from Lessee’s failure following the expiration or earlier termination (for whatever cause) of this Agreement to provide all of the services contracted for in connection with the business booked on commercially reasonable terms for the Hotels on or prior to the date of such expiration or termination. The provisions of this Section will survive any expiration or termination of this Agreement and will be binding upon Lessee and its successors and assigns, including any successor or assign that becomes the beneficial or legal owner of the Hotels after the effective date of any such expiration or termination.

Indemnification by Lessee. Lessee shall indemnify Lessor and its agents, officers and employees and hold Lessor and its agents, officers and employees harmless from and against all claims, actions, losses, damages, liabilities and expense (including reasonable attorneys' fees) incurred by or asserted against Lessor whether during or after the term of this Agreement, including by reason of personal injury, loss of life, or damage to property, caused by or resulting from, in whole or any material part: (i) any breach of this Agreement by Lessee; (ii) Lessee's breach of any warranty contained in this Agreement; (iii) any negligent or intentional act or omission of Lessee, Lessee's Employees, agents, invitees or contractors, whether in, on, about or with respect to the Leased Land or Lessor's Property; (iv) the use by Lessee of any part of the Leased Land or Lessor's Property; (v) any work undertaken by or at the request of Lessee on or about the Leased Land; (vi) any inspection, observation or any action undertaken by Lessor pursuant to Article IX hereof; (vii) the claim, existence or discovery of any hazardous substance on Lessor's Property arising from Lessee's activities; (vii) any other activity undertaken by or at the request of Lessee pursuant to or in connection with this Agreement; or (ix) the presence of any individuals on the Leased Space or Lessor's Property as a result of Lessee's request or this Agreement.

Indemnification by Lessee. Lessee will (to the full extent permitted by applicable law) protect, indemnify, defend and save harmless Lessor, any partner in Lessor, any partner in any partner in Lessor, and any officer, director or shareholder, beneficiary, employee, agent or representative of any of the foregoing and any Mortgagee of the Property from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) imposed upon or incurred by or asserted against any of them or against the Property or any interest of them therein by reason of the occurrence or existence of any of the following arising during the term of this Lease (but excluding any of the foregoing arising out of any condition existing or event occurring prior to the Commencement Date), except to the extent caused by the willful misconduct or gross negligence of any of them: (a) the use, occupancy or possession of the Property or any part thereof by the Lessee, its employees, invitees, subtenants, any assignee of this Lease, and any other lawfully claiming thereunder, provided that nothing contained herein shall require Lessee to pay any Taxes not required to be paid by Lessee under Section 14 hereof, (b) any accident, injury to or death of any person or persons or loss of or damage to property occurring on or about the Property, the Land or any part thereof or the adjoining sidewalks, curbs, driveways, streets or ways, if any, caused by the negligence or wrongful act or omission of Lessee or Lessee's agents, employees, assigns, subtenants, or contractors, (c) any failure on the part of Lessee to perform or comply with any of the material provisions of this Lease, or (d) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof for or on behalf of Lessee (and excluding repairs or replacements required of Lessor hereunder).

Indemnification by Lessee. Lessee shall indemnify and hold Operator and its Affiliates, and their respective directors, officers, owners, employees and successors (collectively, "Operator Indemnified Parties") harmless against all Claims of every kind and nature whatsoever to or of any party connected with or arising out of, or by reason of : (i) an Event of Default by Lessee; (ii) the performance by Operator or its Affiliates of its services hereunder, including, without limitation, any and all obligations incurred relating to any agreements with third parties entered into by Operator or Lessee in connection with the management or operation of the Hotel, (iii) the breach or alleged breach of any certificate of occupancy, business licenses and liquor licenses, Franchise Agreement, the Mortgage and all other contracts, documents, authorizations, leases and consents governing the operation and ownership of the Hotel by Operator, Lessee, Owner or the Hotel, (iv) any interim management agreement relating to alcoholic beverages, liquor facilities lease agreement, food and beverage lease agreement, concession agreement or similar document or any transfer or other licensing application and any other documents required in connection therewith, and (v) any other matter that is expressly made subject to indemnification by Lessee under the terms of this Agreement; provided, however, that Lessee shall not have liability under this Section 5.03 to the extent any Claims arise out of, or result from, acts or omissions covered by the indemnity by Operator set forth in Section 5.01, it being agreed that if both Lessee and Operator have indemnification obligations under this Agreement relating to an act or omission, then the liability shall be apportioned between such parties based on their comparative fault or responsibility for such act or omission. The indemnification provisions of this Section 5.03 are subject to the limitations set forth in Section 5.02.

Indemnification by Lessee. Lessee will protect, indemnify, save harmless and defend Lessor and Lessor’s Assignees, if any, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by or asserted against Lessor or any of Lessor’s Assignees, if any, by reason of: (a) the acquisition and ownership of, or the holding of any security in, the Leased Property; (b) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) any use, non-use or condition in, 244313 v6/SF 58$H06!.DOC 072098/1642 23. on or about the Leased Property, or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (d) any Impositions; (e) any failure on the part of Lessee to perform or comply with any of the terms of this Lease; (f) performance of any labor or services or the furnishing of any materials or other property in respect of the Leased Property or any part thereof, except to the extent performed by or at the direction of Lessor; (g) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by the Lessor thereunder; (h) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Materials on, from, or affecting the Leased Property or any other property; (i) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials; (j) any lawsuit brought or threatened, settlement reached, or governmental order relating to such Hazardous Materials; or (k) any violation of laws, orders, regulations, requirements or demands of government authorities, which are based upon or in any way related to such Hazardous Materials including, without limitation, the costs and expenses of any remedial action, attorneys’ and consultant’s fees, investigation and laboratory fees, court costs and litigation expenses. Any amounts which become payable by Lessee under this Section shall be paid on demand, and if not timely paid, shall bear interest (to the extent permitted by law) at the Overdue Rate (or at the maximum rate permitted by law, whichever is the lesser) f...

Indemnification by Lessee. Lessee agrees to defend, indemnify and hold harmless the Lessor from and against any and all claims, proceedings, losses, liabilities, suits, judgments, costs, expenses, penalties or fines (individually and collectively hereinafter referred to as “Claims”) for or on account of or arising from or in any way connected with injury to or death of any persons whomsoever or loss or damage to any property of any person (including the Aircraft), which may be suffered or incurred as a result of or in any way connected with the possession, performance, transportation, transit maintenance, condition, service, repair, use or operation of the Aircraft (either in the air or on the ground) or any part thereof during the Term, other than Claims attributable to (i) the gross negligence or willful misconduct of the Lessor or (ii) a breach of Lessor’s obligations hereunder. Lessee’s liability for any Claims hereunder and its indemnification obligations under this Section 6.1 shall be in its capacity as lessee and operator of the Aircraft only.

Indemnification by Lessee. LESSEE COVENANTS AND AGREES TO INDEMNIFY, SAVE HARMLESS AND DEFEND LESSOR, ANY EMPLOYEE OF LESSOR, AND ANY PARENT, SUBSIDIARY OR AFFILIATE OF LESSOR, AGAINST ANY AND ALL LIABILITY, CLAIMS FOR LOSS, DAMAGE, OR INJURY AND FROM AND AGAINST ANY SUITS, ACTIONS, OR LEGAL PROCEEDINGS OF ANY KIND BROUGHT AGAINST LESSOR FOR OR ON ACCOUNT OF ANY PERSON(S) OR LEGAL ENTITY, OR ON ACCOUNT OF ANY INJURIES RECEIVED OR SUSTAINED BY ANY PERSON(S) OR LEGAL ENTITY IN ANY MANNER, DIRECTLY OR INDIRECTLY CAUSED BY, INCIDENT TO, OR SUSTAINED BY ANY PERSON(S) OR LEGAL ENTITY IN ANY MANNER, DIRECTLY OR INDIRECTLY CAUSED BY, INCIDENT TO, OR GROWING OUT OF WHOLLY OR IN PART, THE LEASING, 1991 Gelco Corporation 6 of 11 7 MAINTENANCE, USE, CONDITION (INCLUDING, BUT NOT LIMITED TO, PATENT OR LATENT DEFECTS WHETHER OR NOT DISCOVERABLE BY LESSOR OR LESSEE, PRODUCT LIABILITY CLAIMS, AND THE CONDITION OF ANY VEHICLE UPON SALE OR OTHER DISPOSITION), OPERATION, RETURN, SURRENDER, SALE OR OTHER DISPOSITION OF ANY VEHICLE, OR THE PREACH BY LESSEE OF ANY COVENANT OR CONDITION OF THIS AGREEMENT. IN THE EVENT LESSOR SELLS ANY VEHICLE TO LESSEE, TO ANY EMPLOYEE OF LESSEE OR TO ANY PURCHASER FROM WHOM LESSEE OBTAINS AN OFFER, LESSEE'S COVENANTS OF INDEMNITY SHALL CONTINUE. LESSEE FURTHER AGREES TO TAKE UPON ITSELF THE SETTLEMENT OF ALL SUCH CLAIMS AND THE DEFENSE OF ANY SUIT OR SUITS, OR LEGAL PROCEEDINGS OF ANY KIND BROUGHT TO ENFORCE SUCH CLAIM OR CLAIMS, AND TO PAY ALL JUDGMENTS ENTERED IN SUCH SUIT OR SUITS AND ALL COSTS, ATTORNEYS' FEES OR OTHER EXPENSES. IN ANY INSTANCE WHERE SAID CLAIMS IN ANY WAY AFFECT LESSOR'S INTERESTS UNDER THIS AGREEMENT, LESSEE SHALL NOT CONSUMMATE ANY SETTLEMENT WITHOUT LESSOR'S PRIOR WRITTEN CONSENT. THE FOREGOING LESSEE'S COVENANTS OF INDEMNITY DO NOT ENCOMPASS ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY LESSOR, BUT ARE OTHERWISE ABSOLUTE AND UNCONDITIONAL AND SHALL CONTINUE IN FULL FORCE AND EFFECT REGARDLESS OF WHERE, HOW OR BY WHOM ANY VEHICLE IS OPERATED, AND NOTWITHSTANDING ANY INSURANCE COVERAGE THAT LESSEE MAY CARRY OR THE TERMINATION OR CANCELLATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION COMPREHEND, BUT WITHOUT LIMITATION, LIABILITY AND CLAIMS, HOWSOEVER ARISING, WHETHER BY REASON OF NEGLIGENCE, BREACH OF WARRANTY, DEFECT IN MANUFACTURE OR MAINTENANCE OR OTHERWISE, AND EVEN THOUGH STRICT LIABILITY BE CLAIMED.

Indemnification by Lessee. The Lessee shall indemnify, defend and hold harmless Lessor and its shareholders, managers, officers, directors and employees (each a Lessor Indemnified Party”) within 30 (thirty) days of receiving demand from the Lessor at any time and from time to time, from and against any and all direct losses, claims, damages, liabilities, costs (including reasonable attorneys' fees and disbursements) and expenses (collectively, “Lessor Losses”) incurred by a Lessor Indemnified Party, attributable to the Lessee insofar as such Lessor Losses directly arise out of, in any way relate to, or result from: a) the failure by Lessee to fulfill any covenant or condition contained in this Lease Deed, including without limitation the breach of any terms and conditions of this Lease Deed by Lessee, or b) any claim or proceeding by any third party against Lessor arising out of any act, deed or omission by the Lessee.

Indemnification by Lessee. Lessee agrees to indemnify, defend, and hold Lessor and all other users of the Aircraft harmless from (i) any and all fines, citations, forfeitures, or penalties of any kind imposed by the FAA or any other governmental entity, and (ii) any loss, cost, expense, claim, or liability whatsoever, including attorney fees and related costs, arising out of operation, use, or possession of the Aircraft by Lessee during the term of this Agreement, except to the extent arising from the negligence or willful misconduct by Lessor or other users, and except to the extent of insurance proceeds received by Lessor pursuant to the insurance policies in Section 8a, to which the waiver of subrogation may apply.