Common use of Indemnification of Owner Clause in Contracts

Indemnification of Owner. Operator agrees that to the extent permitted by law it will protect, indemnify and hold harmless Owner and its Affiliates and their respective representatives, trustees, directors, officers, employees and subcontractors (as applicable in the circumstances), (the "Owner Indemnified Parties") from and against (and pay the full amount of) any Loss-and-Expense and will defend the Owner Indemnified Parties in any suit, including appeals, for personal injury to, or death of, any person, or loss or damage to property arising out of: (a) the gross negligence or willful misconduct of Operator; (b) a violation of law by Operator which materially and adversely affects (i) the condition or operations of the Plant, (ii) the financial condition of Owner, (iii) the performance or ability of Operator to perform its obligations under this Agreement or (iv) the cost of providing electric service to the customers of the Plant (in each case other than for any violation of environmental Law for which Owner or Operator may be strictly liable provided Operator acted in a manner consistent with Prudent Electric Production Practices), or (c) a criminal violation of Law by Operator. Operator shall not, however, be required to reimburse or indemnify any Owner Indemnified Party for any Loss-and-Expense to the extent any such Loss-and-Expense is due to (a) any matter for which Owner is responsible under Article 3 hereof, (b) the negligence or other wrongful conduct of any Owner Indemnified Party, (c) any event of Force Majeure, (d) any act or omission of any Owner Indemnified Party judicially determined to be responsible for or contributing to the Loss-and-Expense, or (e) any matter for which the risk has been specifically allocated to the Owner hereunder. An Owner Indemnified Party shall promptly notify Operator of the assertion of any claim against it for which it is entitled to be indemnified hereunder, shall give Operator the opportunity to defend such claim, and shall not settle the claim without the approval of Operator. Operator shall be entitled to control the handling of any such claim and to defend or settle any such claim, in its sole discretion, with counsel of its own choosing that is reasonably acceptable to the Owner Indemnified Parties; provided, however, that, in the case of any such settlement, Operator shall obtain written release of all liability of the Owner Indemnified Parties, in form and substance reasonably acceptable to the Owner Indemnified Parties. Notwithstanding the foregoing, each Owner Indemnified Party shall have the right to employ its own separate counsel in connection with, and to participate in (but, except as provided below, not control) the defense of, such claim, but the fees and expenses of such counsel incurred after notice to Operator of its assumption of the defense thereof shall be at the expense of such Owner Indemnified Party unless:

Indemnification of Owner. Operator agrees that to the extent permitted by law it will protect, Servicer shall indemnify and hold harmless Owner and its Affiliates and their respective representatives, trustees, directors, officers, employees employees, agents, representatives and subcontractors controlling Persons (as applicable in collectively, the circumstances"Indemnified Persons") with respect to, and from and against, any and all claims, demands, actions, losses, damages, penalties, fines, forfeitures, (including reasonable legal fees and charges), (judgments, arbitral awards and any other costs, fees, charges and expenses that Owner and the "Owner Indemnified Parties") from and against (and pay the full amount of) Persons may sustain in connection with any Loss-and-Expense and will defend the Owner Indemnified Parties investigations, proceedings or actions or that are in any suit, including appeals, for personal injury to, way related to or death of, any person, or loss or damage to property arising arise out of: (a) the gross negligence or willful misconduct of Operator; (b) a violation of law by Operator which materially and adversely affects (i) the condition or operations of the Plant, (ii) the financial condition of Owner, (iii) the performance or ability of Operator Servicer's failure to perform its obligations under duties hereunder or service the Contracts in compliance with the terms of this Servicing Agreement. Servicer shall immediately notify Owner if a claim, demand or action (each a "Claim") is made, asserted or threatened by a third party with respect to this Servicing Agreement or any Contract, and to the extent such Claim relates to allegations which, if true, would involve or would have arisen because of a failure of the Servicer to perform its duties hereunder or service the Contracts in compliance with the terms of this Servicing Agreement, Servicer shall assume (ivwith the prior written consent of Owner) the cost defense of providing electric service to the customers of the Plant any such Claim and pay (without reimbursement hereunder) all charges, fees and expenses in each case other than for connection therewith, including reasonable counsel fees and charges, as incurred, and promptly pay, discharge and satisfy any violation of environmental Law for judgment, decree, awards, damages, penalties, fines, forfeitures, and costs (including legal fees and charges) which Owner or Operator may be strictly liable provided Operator acted entered against Servicer or Owner in a manner consistent with Prudent Electric Production Practices), respect of such Claim. Servicer will not compromise or (c) a criminal violation settle any matters described in this Section 8.2 without the prior written consent of Law by Operator. Operator shall notOwner; provided, however, be such consent is not required as long as all other Indemnified Persons are released and held harmless with respect to reimburse or indemnify all matters by all Persons having any Owner Indemnified Party for any Loss-and-Expense to the extent any interest in such Loss-and-Expense is due to (a) any matter for which Owner is responsible under Article 3 hereof, (b) the negligence or other wrongful conduct of any Owner Indemnified Party, (c) any event of Force Majeure, (d) any act or omission of any Owner Indemnified Party judicially determined to be responsible for or contributing to the Loss-and-Expense, or (e) any matter for which the risk has been specifically allocated to the Owner hereundermatters. An Owner Indemnified Party shall promptly notify Operator of the assertion of any claim against it for which it is entitled to be indemnified hereunder, shall give Operator the opportunity to defend such claim, and shall not settle the claim without the approval of Operator. Operator shall be entitled to control the handling of any such claim and to defend or settle any such claimServicer may, in its sole discretion, with select counsel in defense of its own choosing that such claim which is reasonably acceptable to the Owner Indemnified Parties; provided, however, that, in the case of any such settlement, Operator shall obtain written release of all liability of the Owner Indemnified Parties, in form and substance reasonably acceptable to the Owner Indemnified Parties. Notwithstanding the foregoing, each Owner Indemnified Party shall have the right to employ its own separate counsel in connection with, and to participate in (but, except as provided below, not control) the defense of, such claim, but the fees and expenses of such counsel incurred after notice to Operator of its assumption of the defense thereof shall be at the expense of such Owner Indemnified Party unless:Owner.

Indemnification of Owner. Operator agrees that Subject to Section 30 and the extent permitted by law it limitations set forth herein, in addition to and not in limitation of any of Manager’s duties and obligations under this Agreement, Manager will protectindemnify, indemnify defend and hold harmless Owner and its Affiliates and their respective representativeselected officials, trustees, directorscommissioners, officers, employees and subcontractors (as applicable in the circumstances), (the "Owner Indemnified Parties") agents harmless from and against any and all damages, liability, cost, loss, claim or expense, including, without limitation, consultants’ and attorneys’ fees and expenses (and pay the full amount of) any Loss-and-Expense and will defend the Owner Indemnified Parties in any suit“Liabilities”), including appeals, for personal injury to, or death of, any person, or loss or damage to property arising out of: (a) the gross negligence of or willful misconduct of Operator; (b) a violation of law by Operator which materially and adversely affects in connection with (i) the condition or operations operation of the PlantHotels, to the extent the Liability is attributable to Manager’s or its agents’ breach of this Agreement, (ii) the financial condition of Owner, Manager’s Negligence or Willful Misconduct (as defined in Section 10(g) below); (iii) Manager’s failure to maintain insurance coverage that it is required to maintain pursuant to the provisions of this Agreement, provided that Manager’s liability therefor shall be limited to the excess of the amount of any liability or loss that would have been covered by such insurance over the amount of any deductible or self-insured retention, applicable thereto; (iv) Manager’s operations at locations other than at the Hotels to the extent not directly and primarily related to the Hotels; (v) infringement or other claims relating to the Protected Names or Protected Marks; (vi) “hazardous substances” or “hazardous wastes” (as defined in Section 10(b) below) in any quantity, used by or brought onto the Hotels’ property, by, for, or at the direction or request of Manager or in connection with Manager’s operation of the Hotels and the performance of its duties hereunder, other than at the request or ability direction of Operator Owner and other than Manager’s covenant to perform comply with the Legal Requirements, but including, without limitation, Manager’s failure to obtain the approval of Owner whenever required by this Agreement) or Manager’s Negligence or Willful Misconduct; (vii) any “withdrawal liability” (as described in Section 4201 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that may be incurred by or assessed against Owner in connection with, arising under or relating to any “multiemployer plan” (as defined in Section 3(37) of ERISA) maintained or contributed to by Manager or any Related Person or any Manager Affiliate or with respect to which Manager or any Related Person or any Manager Affiliate has any liability or contingent liability; (viii) any claim (whether or not meritorious) made by a Manager’s employee or relating to the employment relationship between Manager and its employees which are (1) attributable to Manager’s or its Senior Executive Personnel’s breach of this Agreement, including, without limitation, Manager’s failure to obtain the approval of Owner whenever required by this Agreement), Manager’s Negligence and Willful Misconduct, Manager’s willful or negligent violation of any Legal Requirements, by reason of Manager’s self-insurance obligations pursuant to Section 9; (ix) any claim resulting Manager’s operations other than at the Hotels; and (x) any data breach resulting from Manager’s operation of the Hotels. Except as provided Section 10(a), Manager’s obligations under this Agreement Section 10 shall not include any losses, expenses or (iv) the cost of providing electric service damages arising from any matters relating to the customers structural integrity of the Plant Hotels or other matters relating to defects in design, materials or workmanship in the construction of the Hotels (in each case other than for any violation alterations or additions made by Manager pursuant to Section 6.3) or the existence on the Site on the Opening Date of “hazardous substances” or “hazardous wastes” as defined in Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 USC §9601, et seq., or The Resource Conservation and Recovery Act, as amended, 42 USC §6901, et seq., or similar state environmental Law for laws or subsequent federal or state legislation of a similar nature which Owner or Operator may be strictly liable provided Operator acted in a manner consistent with Prudent Electric Production Practicesenacted from time to time (“Environmental Laws”), all of the foregoing being Owner’s sole responsibility. Owner shall provide to Manager, upon Manager’s request, copies of all studies and reports prepared by or for Owner relating to environmental matters. Manager’s indemnification obligations under this Section 10 shall not apply to any Liabilities to the extent (i) caused by Owner’s breach of this Agreement, or (cii) a criminal violation of Law by Operator. Operator shall not, however, be required to reimburse or indemnify any Owner Indemnified Party for any Loss-and-Expense to the extent any such Loss-and-Expense is due to (a) any matter for which Owner is responsible under Article 3 hereof, (b) the negligence pursuant to Section 11 or other wrongful conduct elsewhere in this Agreement. The cost of any Owner Indemnified Party, (c) any event of Force Majeure, (d) any act or omission of any Owner Indemnified Party judicially determined indemnification pursuant to this Section 10 shall be responsible for or contributing to the Loss-and-Expense, or (e) any matter for which the risk has been specifically allocated to the Owner hereunder. An Owner Indemnified Party shall promptly notify Operator of the assertion of any claim against it for which it is entitled to be indemnified hereunder, shall give Operator the opportunity to defend such claim, borne solely by Manager and shall not settle be charged to or paid out of the claim without Hotel Operating Accounts or any other fund or account of the approval Owner. Each of Operator. Operator shall be entitled to control the handling foregoing subsections of any such claim and to defend or settle any such claim, in its sole discretion, with counsel of its own choosing that this Section 10 is reasonably acceptable expressly subject to the Owner Indemnified Parties; provided, however, that, in the case of any such settlement, Operator shall obtain written release of all liability of the Owner Indemnified Parties, in form and substance reasonably acceptable to the Owner Indemnified Parties. Notwithstanding the foregoing, each Owner Indemnified Party condition that Manager shall have the right to employ its own separate approve the institution or defense of any legal or equitable proceedings with respect to all indemnified obligations related to third party claims or circumstances, in which Manager is to hold Owner harmless, including the selection of counsel in connection withor other consultants, litigation strategy and to participate in (butsettlement negotiations, except as provided below, not control) well as the defense of, such claim, but budget for the fees and expenses costs thereof, for other than matters for which an insurer has acknowledged and assumed both liability and defense obligations. The provisions of such counsel incurred after notice to Operator this Section 10 shall survive the expiration or earlier termination of its assumption of the defense thereof shall be at the expense of such Owner Indemnified Party unless:this Agreement.

Indemnification of Owner. Operator Tenant shall at its expense, indemnify, defend and hold harmless Owner, its officers, directors, shareholders, employees, partners and principals and the holder of any mortgage on the Premises against and from any and all claims by or on behalf of any person, firm or corporation, arising from or in connection with (a) the conduct or management of, and the payment for, any work or thing whatsoever done in or about the Premises by or on behalf of Tenant (or any person holding or claiming through or under Tenant) during the term of this lease; (b) the condition of the Premises during the term of this lease, or any use, nonuse, possession, management or maintenance of the Premises; (c) any breach or default on the part of Tenant in the performance of any of Tenant’s covenants or obligations under this lease; (d) any act, negligence or fault of Tenant, or any of its agents, servants, employees, contractors, invitees or licensees, or of any person holding or claiming through or under Tenant; and (e) any accident, injury or damage whatsoever caused to any person occurring during the term of this lease in or about the Premises. Further, Tenant agrees that to indemnify, defend and hold harmless Owner, its officers, directors, shareholders, employees, partners and principals and the holder of any mortgage on the Premises against and from all costs, counsel fees, expenses and liabilities incurred in connection with any such claim and any action or proceeding brought thereon; and in case any action or proceeding shall be brought against Owner, its officers, directors, shareholders, employees, partners or principals or the holder of any mortgage on the Premises by reason of any such claim, Tenant, upon notice, agrees to resist or defend such action or proceeding (by counsel reasonably satisfactory to the extent permitted by law it will protectindemnified party) unless Tenant causes the same to be discharged and satisfied. In addition, indemnify Tenant shall indemnify, defend and hold harmless Owner and its Affiliates the holder of any mortgage on the Premises against and their respective representativesfrom any costs and expenses paid or incurred by Owner and/or such holder (including, trusteeswithout limitation, directors, officers, employees and subcontractors (as applicable reasonable counsel fees) in obtaining possession of the circumstances), (Premises after default by Tenant or upon the "Owner Indemnified Parties") from and against (and pay the full amount of) any Loss-and-Expense and will defend the Owner Indemnified Parties in any suit, including appeals, for personal injury toexpiration or sooner termination of this lease, or death of, in enforcing any person, or loss or damage to property arising out of: (a) the gross negligence or willful misconduct of Operator; (b) a violation of law by Operator which materially and adversely affects (i) the condition or operations of the Plant, (ii) the financial condition of Owner, (iii) the performance or ability of Operator to perform its Tenant’s obligations under this Agreement or (iv) the cost of providing electric service to the customers of the Plant (in each case other than for any violation of environmental Law for which Owner or Operator may be strictly liable provided Operator acted in a manner consistent with Prudent Electric Production Practices), or (c) a criminal violation of Law by Operator. Operator shall not, however, be required to reimburse or indemnify any Owner Indemnified Party for any Loss-and-Expense to the extent any such Loss-and-Expense is due to (a) any matter for which Owner is responsible under Article 3 hereof, (b) the negligence or other wrongful conduct of any Owner Indemnified Party, (c) any event of Force Majeure, (d) any act or omission of any Owner Indemnified Party judicially determined to be responsible for or contributing to the Loss-and-Expense, or (e) any matter for which the risk has been specifically allocated to the Owner hereunder. An Owner Indemnified Party shall promptly notify Operator of the assertion of any claim against it for which it is entitled to be indemnified hereunder, shall give Operator the opportunity to defend such claim, and shall not settle the claim without the approval of Operator. Operator shall be entitled to control the handling of any such claim and to defend or settle any such claim, in its sole discretion, with counsel of its own choosing that is reasonably acceptable to the Owner Indemnified Parties; provided, however, that, in the case of any such settlement, Operator shall obtain written release of all liability of the Owner Indemnified Parties, in form and substance reasonably acceptable to the Owner Indemnified Parties. Notwithstanding the foregoing, each Owner Indemnified Party shall have the right to employ its own separate counsel in connection with, and to participate in (but, except as provided below, not control) the defense of, such claim, but the fees and expenses of such counsel incurred after notice to Operator of its assumption of the defense thereof shall be at the expense of such Owner Indemnified Party unless:lease.