Common use of Owner’s Indemnity Clause in Contracts

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. Except with respect to a Nuclear Incident, and subject to limitations on Santee Cooper's obligations as a matter of South Carolina law, Owner shall indemnify, defend, protect defend and hold harmless Manager Contractor and its officers, directors and employees Contractor Interests from and against all claims, losses Third Party Claims and liabilities costs and expenses associated therewith (including all expenses and attorneys’ ' fees) which arise out 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 performance by Manager of its obligations and duties hereunder unless the claim, loss or liability arises extent arising from (ai) any breach the negligent or willful acts or omissions of this Agreement by Manager, Owner or its Personnel or Invitees (bother than Contractor or its Personnel or its Invitees) any act of Manager which is outside acting within the scope of Manager’s authority 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 this Agreementthe Site to the extent such contamination or injury occurs through the fault, or (c) the professional negligence, active negligence willful misconduct or strict liability of Owner or its Personnel or Invitees (except other than Contractor or Contractor's Personnel or Invitees) acting within the scope of their employment or for Manager’s negligence 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 covered under Owner’s general liability 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 15.2 are further conditioned upon Contractor giving Owner prompt notice of any claims for which it seeks indemnity hereunder (along with documentation which reasonably evidences Owner's responsibility thereof) and Contractor providing such assistance and cooperation in the defense of indemnified claims as Owner shall reasonably request as set forth in more detail in Section 15.5. In the event that Contractor or Contractor Interests incur any cost, recklessnessloss, willful misconduct, fraud damage or criminal acts expense arising out of Manager or its employees, officers, agents, resulting from any Third Party Claim for which Owner is required to indemnify Contractor or representatives. With respect Contractor Interests pursuant to claims (1) covered by the foregoing indemnity by Owner, but (2) not covered by Owner’s general liability insurancethis Section 15.2, Owner shall defend Manager through counsel of Owner’s choicepromptly reimburse Contractor for such cost, notwithstanding any allegation of negligence by the claimant against Manager loss, damage 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 defenseexpense.

Owner’s Indemnity. Subject to Section 11.4 hereof, to the extent not covered by Owner’s or Manager’s insurance required hereunder, Owner shall indemnify, defend, protect and hold harmless Manager Manager, and its officers, directors directors, shareholders, partners, members, employees, subsidiaries, agents, affiliates, contractors, lenders, trustees, beneficiaries, licensees, successors and employees assigns, from and against all claims, losses and liabilities (including all expenses and reasonable attorneys’ fees) which arise out of or in connection with this Agreement or out of any activity on, or the performance by Manager of its obligations and duties hereunder condition of, the Project, 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 gross 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 representativesManager. With respect to claims (1i) covered by the foregoing indemnity by Owner, but (2ii) not covered by Owner’s general liability insurance, Owner shall defend Manager through counsel of Owner’s choicechoice (which counsel shall be subject to Manager’s prior written approval, notwithstanding any allegation of negligence by the claimant against Manager which approval shall not be unreasonably withheld, conditioned 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 allegationsdelayed). Manager shall reimburse Owner for all such reasonable costs of defense if to the extent that 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 recklessnessManager’s liability was caused by the gross negligence, willful misconduct, fraud or criminal acts of Manager. If Manager provides its own defense against any allegation of gross negligence, willful misconduct, fraud or criminal acts, and if to the extent that 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 not grossly negligent or engaged in willful misconduct, fraud or criminal acts, Owner shall reimburse Manager for its costs of defensedefense in accordance with the provisions of this Agreement.

Owner’s Indemnity. Owner shall indemnifyagrees to indemnify and save Tenant, defend, protect and hold harmless Manager and its Tenant’s officers, directors directors, and employees (“Tenant’s Indemnitees”) harmless of and from all loss, cost, liability, damage and against all claimsreasonable expense including, losses but not limited to, reasonable counsel fees, penalties 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 fines incurred in connection with or liability arises arising from (ai) any breach default by Owner in the observance or performance of this Agreement any terms, covenants or conditions to be observed or performed by Manager, (b) any act of Manager which is outside the scope of Manager’s authority under this AgreementOwner hereunder, or (cii) the professional negligence, active any wrongful act or wrongful omission or negligence (except for Manager’s negligence which is covered under Owner’s general liability insurance), recklessness, willful misconduct, fraud or criminal acts of Manager Owner or its employees, officers, agents, contractors or representativesservants in or about the Demised Premises or the Building during the Demised Term. With respect Owner further agrees to indemnify and save harmless Tenant and Tenant’s Indemnitees of and from all loss, cost, liability, damage, and expense, including, but not limited to, reasonable counsel fees and disbursements incurred in connection with or arising from any claims (1) covered by any persons by reason of injury to persons or damage to property occasioned by any wrongful act or wrongful omission referred to in the foregoing indemnity by preceding sentence. Owner shall not be required to indemnify Tenant’s Indemnitees, and hold Tenant’s Indemnitees harmless, in either case as aforesaid, to the extent that it is finally determined that the negligence or willful misconduct of a Tenant Indemnitee contributed to the loss or damage in question. If any action or proceeding shall be brought against Tenant or Tenant’s Indemnitees based upon any such claim and if Owner, but (2) not covered by upon notice from Tenant, shall cause such action or proceeding to be defended at Owner’s general expense by counsel acting for Owner’s insurance carriers in connection with such defense or by other counsel reasonably satisfactory to Tenant, without any disclaimer of liability insuranceby Owner or such insurance carriers in connection with such claim, 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 not 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 indemnify Tenant or Tenant’s Indemnitees for counsel fees in connection with such action or proceeding. Nothing contained in this Section 19.06 shall limit, modify or vitiate the terms and conditions of active negligence or recklessnessSection 9.04 of this Lease, 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 to which Section this Section shall reimburse Manager for its costs of defense.be subject.