Owner’s Indemnity. Owner shall defend, indemnify and hold harmless, Contractor and its directors, officers, agents, employees, successors and assigns from and against any and all losses, costs, damages, injuries, liabilities, claims, demands, penalties, assessments, interest and causes of action, expenses, including reasonable attorney’s fees, incurred by or asserted against any such Person (a) as a result of the injury or death of any Person, including employees of Owner, Contractor or any Person employed by any of them for whose acts any of them may be liable, but only to the extent caused by Owner’s negligent acts or omissions, (b) as a result of any loss of or damage to property, but only to the extent caused by from Owner’s negligent acts or omissions, (c) any claims by any Government Authority for any Owner Taxes or for any claims directly arising from following Owner’s direction to seek exemptions or rebates for certain taxes as described in Section 4.2.1(b); or (d) as a result of any release of a Pre-Existing Hazardous Material, except to the extent Contractor has an indemnification obligation with respect thereto pursuant to Section 10.1.1.
Owner’s Indemnity. Owner shall indemnify, defend, protect and hold harmless Manager and its officers, directors and employees from and against all claims, losses and liabilities (including all expenses and attorneys’ fees) which arise out of the performance by Manager of its obligations and duties hereunder unless the claim, loss or liability arises from (a) any breach of this Agreement by Manager, (b) any act of Manager which is outside the scope of Manager’s authority under this Agreement, or (c) the professional negligence, active negligence (except for Manager’s negligence which is covered under Owner’s general liability insurance), recklessness, willful misconduct, fraud or criminal acts of Manager or its employees, officers, agents, or representatives. With respect to claims (1) covered by the foregoing indemnity by Owner, but (2) not covered by Owner’s general liability insurance, Owner shall defend Manager through counsel of Owner’s choice, notwithstanding any allegation of negligence by the claimant against Manager or any of its employees, officers, agents or representatives, unless Owner determines, in good faith, that Manager or any of its employees, officers, agents or representatives has been negligent. In no event shall Owner be obligated to provide any defense against any allegation of recklessness, willful misconduct, fraud or criminal acts, but Manager may pursue obtaining defense or coverage that may become available to Manager under Owner’s general liability insurance, irrespective of such allegations. Manager shall reimburse Owner for all such reasonable costs of defense if it is determined by a final judgment of a court of competent jurisdiction that Manager or any of its employees, officers, agents or representatives has been actively negligent or reckless or has engaged in willful misconduct, fraud or criminal acts. If Manager is required to provide its own defense against any allegation of active negligence or recklessness, willful misconduct, fraud or criminal acts and if a final judgment of a court of competent jurisdiction determines that neither Manager nor any of its employees, officers, agents or representatives was actively negligent, reckless or engaged in willful misconduct, fraud or criminal acts, Owner shall reimburse Manager for its costs of defense.
Owner’s Indemnity. Owner shall indemnify the Development Manager and its members, managers, shareholders, directors, officers and employees and the heirs, successors and assigns of each of the foregoing (collectively, the “Manager Indemnified Parties”), defend the Manager Indemnified Parties and hold the Manager Indemnified Parties harmless from and against any and all suits, actions or claims and from resulting damages, losses, costs or expenses (including reasonable attorneys’ fees and court costs, but excluding consequential damages and punitive damages) incurred by the Manager Indemnified Parties or any one or more of them due to or arising from, directly or indirectly, the willful misconduct or breach of this Agreement by Owner or any other loss not subject to the indemnification obligations set forth in Section 4.3 arising from the performance of Development Manager’s obligations under this Agreement (except to the extent resulting from the acts or omissions of HF Member in violation of any provisions in the LLC Agreement).
Owner’s Indemnity. Owner shall indemnify and hold harmless Heitxxx xxx its affiliates, and all of their respective officers, directors, shareholders, agents and employees (collectively, "Heitxxx'x Xxxties") from and against any and all liabilities, claims, demands, damages, reasonable expenses and fees, fines, suits, losses and causes of action (including the right to separate counsel in the event of litigation) of any and every kind or nature arising from (i) any action taken, omitted, or suffered by any of Heitxxx'x Xxxties pursuant to this Agreement, or in accordance with specific instructions from Owner, (ii) any action taken or omitted by Owner or Property Manager, (iii) any breach of this Agreement by Owner or (iv) the fraud, gross negligence or willful misconduct of Owner, other than any liability, claim, demand, expense, damage, fee, suit, loss or cause of action to the extent arising from (a) any acts of any of Heitxxx'x Xxxties outside the scope of the authority granted to Heitxxx xxxein, or any breach of this Agreement by any of Heitxxx'x Xxxties, or (b) the fraud, gross negligence or willful misconduct of any of Heitxxx'x Xxxties. Owner shall name Heitxxx xx an additional insured on the insurance policy or policies covering the Property, and, except in the event of an occurrence of the items set forth in clauses (a) and (b) above, Owner shall pay any deductible on any claim under such policy. In addition, Owner shall indemnify and hold harmless Heitxxx'x Xxxties from and against any damages, costs, claims or expenses arising from or in connection with any salary, pension, workmen's compensation, tax or similar liabilities relating to Owner's Parties' (as defined below) employees, if any.
Owner’s Indemnity. Without limiting the foregoing, Owner shall indemnify, defend and hold Manager free and harmless from and against all loss, cost, claim or damage relating to the Casino or its operation or ownership after termination or expiration of this Agreement unless the sole cause of the loss, cost, claim or damage was the breach of this Agreement by Manager or an event excluded from indemnification pursuant to Article 14.01(c).
Owner’s Indemnity. (a) Each Owner shall be entitled to demand from each other Owner (each, an "Other Owner") that the Other Owner shall defend, indemnify, and hold harmless Developer, its Affiliates and their respective partners, shareholders, directors, managing directors, managers, officers, members, employees, agents, successors and assigns from and against all loss, damage, charges, liabilities (direct or indirect), claims, expenses (including, without limitation, reasonable attorneys' fees and expenses) and suits or other causes of action of any nature whatsoever (hereinafter collectively referred to in this Section 5 as "Claims") arising from or in any way connected with (A) the Network or the performance of Developer's obligations under and in accordance with the terms of this Agreement, (B) any other acts performed by Developer at the direction of the Other Owner, (C) the breach of any material provision of this Agreement by such Other Owner, and (D) such Other Owner's failure (other than by reason of Developer's default or another Owner's default under this Agreement) or refusal to comply with or abide by any legal requirements, unless, following a final adjudication on the merits by a court of competent jurisdiction, it is determined that the Claim was attributable to one of the Indemnified Owner Matters described below in Section 5.3.
Owner’s Indemnity. Owner agrees to indemnify and hold harmless Proinvest and all of its officers, directors, shareholders, members, managers, partners, agents and employees (collectively, “Proinvest Indemnitees “) against any and all actual or alleged claims, losses, penalties, fines, forfeitures, judgments, reasonable attorneys’ fees and related litigation costs, fees and expenses and amounts paid in settlement actually and reasonably incurred in connection with third party claims against any Proinvest Indemnitee (collectively, “Losses”);
Owner’s Indemnity. Owner shall indemnify and hold harmless Contractor, its parents and Affiliates and their respective partners, shareholders, members, agents, employees, officers, directors, and lenders (collectively, the “Contractor Indemnitees”) from and against:
Owner’s Indemnity. Except with respect to a Nuclear Incident, and subject to limitations on Xxxxxx Cooper's obligations as a matter of South Carolina law, Owner shall indemnify, defend and hold harmless Contractor and Contractor Interests from and against Third Party Claims and costs and expenses associated therewith (including attorneys' fees) from any injury of or death to natural persons, and damage to or destruction of third-party property (i.e., property other than that belonging to Contractor and Contractor Interests) to the extent arising from (i) the negligent or willful acts or omissions of Owner or its Personnel or Invitees (other than Contractor or its Personnel or its Invitees) acting within the scope of their employment or for which applicable Law would otherwise hold Owner liable for such acts or omissions; and (ii) any contamination of the environment or injury to natural resources as a result of any Hazardous Materials on, at or under the Site to the extent such contamination or injury occurs through the fault, negligence, willful misconduct or strict liability of Owner or its Personnel or Invitees (other than Contractor or Contractor's Personnel or Invitees) acting within the scope of their employment or for which applicable Law would otherwise hold Owner liable for such acts or omissions. Owner obligations in this Section 15.2 are limited to the proceeds of the insurances required to be provided hereunder, provided that if the insurance program is an OCIP, the limit shall be the amount of the proceeds from such insurance (or the proceeds which would have been received, if Owner had not failed to obtain such insurance). Owner's obligations in this Section
Owner’s Indemnity. Owner shall defend, indemnify and hold harmless Contractor and its Subcontractors and their respective joint venture partners, directors, officers, agents, employees, shareholders and affiliates from any and all third party claims, suits, actions and proceedings and all costs, expenses and other liabilities (including reasonable attorney fees) related thereto arising out of (i) any actual or alleged injury or death of persons or damage to property arising out of the negligence, willful misconduct or default of Owner (except only to the extent that the same have been caused by the negligence or default of Contractor, its Subcontractors or their employees); (ii) the violation of any Law, Consents or Standards by Owner or its employees; or (iii) the use of the Site or the use or disposal of the Geothermal Fluid as contemplated in this EPC Contract (except only to the extent that the same has been caused by the failure of Contractor, its Subcontractors or their employees to comply with the applicable Consents with regard to such disposal).
