Reciprocal Indemnification. Each Owner other than City, on behalf of itself and its tenants and occupants and their respective representatives, agents, employees, contractors, guests and invitees (each an “Indemnifying Owner”), shall indemnify, release, defend and hold harmless each other Owner and its members, officers, employees, agents, representatives, volunteers, successors and assigns for, from and against any damage, claim, demand, lawsuit or action of any kind for damages or loss, whether such damage or loss is to person or property, arising in whole or in part out of the use and enjoyment of the Driveway by the Indemnifying Owner and its tenants and occupants and their respective representatives, agents, employees, contractors, guests and invitees, including but not limited to (a) claims by third parties who are invited or permitted onto the Driveway, either expressly or impliedly, by the Indemnifying Owner or by the nature of Indemnifying Owner’s use of the Driveway pursuant to this Agreement; or (b) any Indemnifying Party’s failure to comply with or fulfill its obligations established by this Agreement or by law. Such obligation to indemnify shall extend to and encompass all costs incurred by any other Owner(s) in defending against such claims, demands, lawsuits or actions, including but not limited to attorney, witness and expert fees, and any other litigation related expenses. In the event that any action or proceeding shall be brought against an Owner by reason of any claim referred to in this Section, the Indemnifying Owner shall at Indemnifying Owner’s sole cost and expense, resist or defend the same through counsel selected by the Indemnifying Owner and reasonably approved by other Owners to be indemnified. Each Indemnifying Owner’s obligation pursuant to this Section shall not extend to claims, demands, lawsuits or actions for liability attributable to the sole exclusive gross negligence or intentional misconduct of any other Owner, its tenants and occupants and their respective representatives, agents, employees, contractors, guests and invitees. As of the date hereof, Lot 1 remains undeveloped, and the foregoing indemnification obligations shall not apply to City. At such time as Lot 1 is conveyed to a third party or City undertakes development of Lot, then the foregoing indemnification obligations shall apply, and the then-current Owner of Lot 1 shall take such steps as are necessary to assume those obligations. Each transferee of Lot 1, by accepting a deed to that parcel, shall be conclusively deemed to have assumed, and agreed to perform, the indemnification obligations set forth herein. The provisions of this Section shall survive termination of this Agreement.
Appears in 2 contracts
Samples: Easement Agreement, Easement Agreement
Reciprocal Indemnification. Each Owner other than CityBased on the common occupancy of the Building by Sublandlord and Subtenant, on behalf of itself and its tenants and occupants and their respective representativesthe parties indemnity obligations shall be subject to a comparative negligence standard, agents, employees, contractors, guests and invitees such that (each an “Indemnifying Owner”), 1) Subtenant shall indemnify, release, defend and hold harmless each other Owner Sublandlord from and against all losses, costs, damages, expenses and liabilities, including, without limitation, reasonable attorneys' fees, to the extent Sublandlord may incur or pay such losses, costs, damages, expenses and liabilities by reason of. (a) Subtenant's use, occupancy or management of the Sublet Premises; (b) any accidents, damages or injuries to persons or property occurring in, on or about the Sublet Premises and caused by Subtenant; (c) any breach or default hereunder by Subtenant; (d) any work done by Subtenant in or to the Sublet Premises; or (e) any act, omission or negligence occurring in, on or about the Sublet Premises on the part of Subtenant and/or its members, officers, employees, agents, representativescustomers, volunteersinvitees or any person claiming through or under Subtenant, successors and assigns for(2) Sublandlord shall indemnify, defend and hold harmless Subtenant from and against all losses, costs, damages, expenses and liabilities, including, without limitation, reasonable attorneys' fees, to the extent Subtenant may incur or pay such losses, costs, damages, expenses and liabilities by reason of (i) Sublandlord's use, occupancy, or management of the Original Premises; (ii) any damageaccidents, claim, demand, lawsuit or action of any kind for damages or lossinjuries to persons or property occurring in, whether such damage on or loss is to person about the Retained Premises; (iii) any breach or propertydefault hereunder or under the Main Lease by Sublandlord; (iv) any work done by or on behalf of Sublandlord in the Original Premises; or (v) any act, arising in whole omission or in negligence occurring in, on or about the Retained Premises on the part out of the use and enjoyment of the Driveway by the Indemnifying Owner and Sublandlord and/or its tenants and occupants and their respective representativesofficers, employees, agents, employeescustomers, contractors, guests and invitees, including but not limited to (a) claims by third parties who are invited invitees or permitted onto the Driveway, either expressly any person claiming through or impliedly, by the Indemnifying Owner or by the nature of Indemnifying Owner’s use of the Driveway pursuant to this Agreement; or (b) any Indemnifying Party’s failure to comply with or fulfill its obligations established by this Agreement or by law. Such obligation to indemnify shall extend to and encompass all costs incurred by any other Owner(s) in defending against such claims, demands, lawsuits or actions, including but not limited to attorney, witness and expert fees, and any other litigation related expenses. In the event that any action or proceeding shall be brought against an Owner by reason of any claim referred to in this Section, the Indemnifying Owner shall at Indemnifying Owner’s sole cost and expense, resist or defend the same through counsel selected by the Indemnifying Owner and reasonably approved by other Owners to be indemnified. Each Indemnifying Owner’s obligation pursuant to this Section shall not extend to claims, demands, lawsuits or actions for liability attributable to the sole exclusive gross negligence or intentional misconduct of any other Owner, its tenants and occupants and their respective representatives, agents, employees, contractors, guests and invitees. As of the date hereof, Lot 1 remains undeveloped, and the foregoing indemnification obligations shall not apply to City. At such time as Lot 1 is conveyed to a third party or City undertakes development of Lot, then the foregoing indemnification obligations shall apply, and the then-current Owner of Lot 1 shall take such steps as are necessary to assume those obligations. Each transferee of Lot 1, by accepting a deed to that parcel, shall be conclusively deemed to have assumed, and agreed to perform, the indemnification obligations set forth herein. The provisions of this Section shall survive termination of this Agreementunder Sublandlord.
Appears in 1 contract
Samples: American Technology Corp /De/
Reciprocal Indemnification. Each Owner other than City, on behalf of itself and its tenants and occupants and their respective representatives, agents, employees, contractors, guests and invitees (each an “Indemnifying Owner”), Landlord shall indemnify, release, defend and hold harmless each other Owner and its members, officers, employees, agents, representatives, volunteers, successors and assigns not be liable for, and Tenant will indemnify and defend Landlord from and against any damageall losses, claimliabilities, demand, lawsuit or action of any kind for damages or loss, whether such damage or loss is to person or property, arising in whole or in part out of the use and enjoyment of the Driveway by the Indemnifying Owner and its tenants and occupants and their respective representatives, agents, employees, contractors, guests and invitees, including but not limited to (a) claims by third parties who are invited or permitted onto the Driveway, either expressly or impliedly, by the Indemnifying Owner or by the nature of Indemnifying Owner’s use of the Driveway pursuant to this Agreement; or (b) any Indemnifying Party’s failure to comply with or fulfill its obligations established by this Agreement or by law. Such obligation to indemnify shall extend to and encompass all costs incurred by any other Owner(s) in defending against such claims, demands, lawsuits or actionssuits, including but not limited to attorneyproceedings, witness and expert feesjudgments, costs, and any other litigation related expenses. In the event , (including attorneys’ fees), that any action or proceeding shall be brought against an Owner by reason of result from any claim referred of injury or damage that arises in any manner from any occurrence in the Premises or otherwise from Tenant’s use or occupancy of the Premises, whether or not Landlord is also indemnified by anyone else. Subject to in this Sectionthe preceding sentence, the Indemnifying Owner shall at Indemnifying Owner’s sole cost and expense, resist or defend the same through counsel selected by the Indemnifying Owner and reasonably approved by other Owners to be indemnified. Each Indemnifying Owner’s obligation pursuant to this Section Tenant shall not extend to be liable for, and Landlord will indemnify and defend Tenant from and against all losses, liabilities, claims, demands, lawsuits suits, proceedings, judgments, costs, and expenses, (including attorneys’ fees), that result from any claim of injury or actions for damage that arises in any manner from any occurrence in the common areas of the Property outside of the Premises, whether or not Tenant is also indemnified by anyone else. Each of Landlord and Tenant acknowledges and agrees that this Paragraph 13(a) obligates it to indemnify and defend the other against the consequences of the indemnitee’s own negligence when the indemnitee is or is claimed to be jointly, comparatively, contributively, or concurrently negligent with the indemnitor, and when any claim is based upon or alleged to be based upon the strict liability attributable of the indemnitee. Any indemnitee has the right to participate in the sole exclusive gross negligence or intentional misconduct defense of any other Owner, indemnified claim at its tenants and occupants and their respective representatives, agents, employees, contractors, guests and invitees. As of the date hereof, Lot 1 remains undeveloped, and the foregoing indemnification obligations shall not apply to City. At such time as Lot 1 is conveyed to a third party or City undertakes development of Lot, then the foregoing indemnification obligations shall apply, and the then-current Owner of Lot 1 shall take such steps as are necessary to assume those obligations. Each transferee of Lot 1, by accepting a deed to that parcel, shall be conclusively deemed to have assumed, and agreed to perform, the indemnification obligations set forth herein. The provisions of this Section shall survive termination of this Agreementown expense.
Appears in 1 contract
Samples: Lease Agreement
