Nonliability and Indemnification Clause Samples
The Nonliability and Indemnification clause serves to limit one party’s legal responsibility for certain actions or damages and requires another party to compensate or protect them against specific claims or losses. Typically, this clause specifies situations where a party is not liable for damages, such as third-party claims or losses arising from the other party’s negligence, and obligates the indemnifying party to cover legal costs or settlements. Its core function is to allocate risk between the parties, ensuring that liability for certain events is clearly assigned and that one party is protected from financial harm resulting from the other’s actions or from external claims.
Nonliability and Indemnification. (a) None of Landlord, any Superior Lessor, any Superior Mortgagee or any direct or indirect member, partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (whether disclosed or undisclosed), shall be liable to Tenant for:
(i) any loss, injury or damage to Tenant or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss, nor shall the aforesaid parties be liable for any loss of or damage to property of Tenant or of others entrusted to employees of Landlord; provided, that, except to the extent of the release of liability and waiver of subrogation provided in Section 7.03, the foregoing shall not be deemed to relieve Landlord of any liability to the extent resulting from the gross negligence or willful misconduct of Landlord, its agents, servants or employees in the operation or maintenance of the Demised Premises;
(ii) any loss, injury or damage described in clause (i) above caused by other tenants or persons in, upon or about the Demised Premises, or caused by operations in construction of any private, public or quasi-public work; or
(iii) even if negligent, consequential damages arising out of any loss of use of the Demised Premises or any equipment, facilities or other Tenant’s Property therein or otherwise.
(b) Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior Mortgagees and each of their respective direct and indirect members, partners, directors, officers, shareholders, principals, agents and employees (each, an “Indemnified Party”), from and against any and all claims arising from or in connection with:
(i) the conduct or management of the Demised Premises or of any business therein, or any work or thing done, or any condition created, in or about the Demised Premises;
(ii) any act, omission or negligence of Tenant or any person claiming through or under Tenant or any of their respective direct or indirect members, partners, shareholders, directors, officers, agents, employees or contractors;
(iii) any accident, injury or damage occurring in, at or upon the Demised Premises;
(iv) any default by Tenant in the performance of Tenant’s obligations under this lease; and
(v) any brokerage commission or similar compensation claimed to be due by reason of any proposed subletting or assignment by Tenant; together with all costs, expenses and liabilities incurred in connection with each su...
Nonliability and Indemnification. 10 17.1 Waiver.................................................... 10 17.2 Indemnification........................................... 11 17.3
Nonliability and Indemnification. None of Landlord, any Superior Lessor, any Superior Mortgagee or any direct or indirect member, partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (whether disclosed or undisclosed), shall be liable to Tenant for:
Nonliability and Indemnification. 30 18.01 Exculpation .................................................. 30 18.02 Indemnity .................................................... 30 18.03 Limitation of Landlord's Personal Liability .................. 31 ARTICLE 19 -- CONDEMNATION ................................................ 31 19.01 Condemnation ................................................. 31 ARTICLE 20 -- CASUALTY .................................................... 32 20.01 Casualty ..................................................... 32 20.02 Tenant Right to Terminate .................................... 32 20.03 Landlord Right to Terminate .................................. 33 20.04 Disclaimer ................................................... 33
Nonliability and Indemnification. 20.1 Tenant shall indemnify and hold Landlord, its employees, agents and contractors harmless from all loss, cost, liability, claim, damage and expense (including reasonable attorneys, fees and disbursements), penalties and fines, incurred in connection with or arising from (a) any default by Tenant in the observance or performance of any of the terms, covenants or conditions of this Lease, (b) the use or occupancy or manner of use or occupancy of the Premises or (c) any acts, omissions or negligence of Tenant or any such person, or the contractors, agents, servants, employees, visitors or licensees of Tenant or any such person, in or about the Premises, including any acts, omissions or negligence in the making or performing of any repairs, restoration, alterations or improvements, unless such loss, cost, liability, claim, damage or expense arises solely due to the gross negligence or willful misconduct after the date of this Lease of Landlord, its employees, agents or contractors.
20.2 If any action or proceeding is commenced against Landlord in connection with or arising out of any of the matters for which Tenant has agreed to indemnify Landlord pursuant to Section 20.1, Tenant, upon Notice from Landlord, at Tenant's sole cost and expense, shall resist and defend such action or proceeding with counsel selected by Tenant's insurance company and paid for by Tenant's insurance company or by Tenant, or other reputable counsel selected and paid for by Tenant or Tenant's insurance company. If Landlord has been made a party to such action or proceeding, Landlord, at Landlord's sole cost and expense, shall be entitled to appear, defend or otherwise take part in such matter by counsel of its choosing, provided that such appearance, defense or other taking part does not limit or render void any insurance of Landlord or Tenant in respect of the subject matter of such action or proceeding. In the case of any claim to which Landlord has been made a party and for which Tenant has not indemnified Landlord pursuant to Section 20.1, Tenant shall not compromise or settle such claim without Landlord's approval, which approval shall not be unreasonably withheld, delayed or conditioned.
20.3 Any amounts payable by Tenant under this Article 20 shall be Additional Rent and shall be payable by Tenant to Landlord upon demand.
20.4 [Intentionally Omitted]
20.5 [Intentionally Omitted]
20.6 Notwithstanding anything to the contrary contained in this Lease, Tenant shall look only to ...
Nonliability and Indemnification. Insurance; Casualty; Condemnation 7.01 Compliance with Insurance Standards. 7.02 Tenant's Insurance. 7.03 Subrogation Waiver. 7.04 Condemnation. 7.05
Nonliability and Indemnification. To the extent permitted by law, Owner and Owner's agent shall not be liable for injury or loss to Tenant, Tenant's family, guests or invitees, or for loss to personal property or vehicles arising directly or indirectly from acts or omissions by third parties or by act or occurrences beyond the reasonable control of Owner.
Nonliability and Indemnification. The Trustees shall not be personally liable for the debts, liabilities, or other obligations of the Corporation. The Corporation shall indemnify the Trustees to the fullest extent permitted under these Bylaws and the District of Columbia Nonprofit Corporation Act, as the same exists or may hereafter be amended, except where to do so would violate any provision of Chapter 42 of the Code.
Nonliability and Indemnification. 24 Article 21. Surrender; End of Term..........................................25
Nonliability and Indemnification. Neither Lessor nor the other Indemnified Parties shall be liable for any loss, damage, injury, liability, claim, demand or cause of action of any kind or character to any person (including death) or property arising from, related to or caused by (a) any use of the Premises (including appurtenant facilities), Access Roads (including intersections with public roads), roads to the Premises, or any part thereof, (b) any condition of or defect in the soil or other feature of the Premises or any access roads used in connection therewith, or any building, structure or other improvement thereon or in any equipment or other facility located therein or thereon (including but not limited to the windrows on or adjacent to the Premises or any Access Roads or any other condition described in ARTICLE 7 (Condition of Premises) above), (c) any act or omission of Lessee, or of any of its agents, representatives, employees, contractors, customers, licensees or invitees, (d) any accident on the Premises or on any Access Roads to the Premises or any land owned by Lessor or any flood or any fire or other casualty thereon, (e) the failure of Lessee to maintain the Premises in safe condition, (f) the activities of any person (including Lessor and Lessor’s agents) on any adjacent property whether or not the property is owned by Lessor or any other person, (g) any accident or damage on any adjacent property caused by acts or occurrences on the Premises, (h) any activity of Lessee for which Lessor has given its consent or withheld its consent, (i) water or other utilities supplied (or not supplied) by Lessor, or (j) any other cause whatsoever in connection with Lessee’s use of the Premises or Lessee’s operations under this Lease (collectively, the “Claims”), and Lessee, as a material part of the consideration of this Lease, hereby releases and waives on its behalf and on behalf of its successors and assigns all claims and demands against Lessor and the other Indemnified Parties for any such Claims. Lessee hereby agrees to indemnify, defend and hold Lessor and the other Indemnified Parties entirely free and harmless from all Claims of parties other than Lessee (including the Indemnified Parties) arising from or related to Lessee’s use of the Premises, Lessee’s operations under this Lease, or Lessee’s breach of its obligations under this Lease, and from all costs, expenses and charges arising therefrom, including, without limitation, attorneys’ fees and court costs incurred by Lessor ...