Common use of Release; Indemnification Clause in Contracts

Release; Indemnification. Borrower hereby releases Lender from any and all causes of action, claims or rights that Borrower may now or hereafter have for, or that may arise from, any loss or damage caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Loan, (b) any other act or omission to act on the part of Lender, its officers, agents or employees, except in each instance for those caused by Lender’s willful misconduct or gross negligence. Borrower shall indemnify, defend and hold Lender and its Affiliates (including their respective officers, directors, agents and employees) harmless from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or expenses of any kind or nature whatsoever (including attorneys’ fees and expenses) that may at any time be either directly or indirectly imposed upon, incurred by or asserted or awarded against Lender or any of Lender’s Affiliates in connection with, arising from or relating to Borrower’s breach of any covenant, obligation, agreement, representation or warranty set forth in this Agreement or any other Transaction Document, or arising from or relating to any willful misconduct by Borrower, except to the extent Borrower establishes that the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose solely by reason of Lender’s or any of Lender’s Affiliates’ willful misconduct or gross negligence.

Release; Indemnification. Borrower hereby releases Lender from any and all causes of action, claims or rights that Borrower may now or hereafter have for, or that may arise from, any loss or damage caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any Covanta shall provide CPIH the benefit of the Loansame standard of judgment and effort in rendering the Services hereunder as Covanta applies to its own corporate functions and operations. However, (b) any other act or omission to act on the part of Lender, its officers, agents or employees, except in each instance for those caused by Lender’s willful misconduct or gross negligence. Borrower shall indemnify, defend Covanta Entities and hold Lender their affiliates and its Affiliates (including their respective officers, directors, members, affiliates, agents and employeesemployees (collectively, the "Covanta Indemnified Parties") harmless shall not be liable to the CPIH Entities or to any other person for any act or omission in the course of performance of their duties hereunder except for their gross negligence or willful misconduct. In addition to all such rights of indemnity as the Covanta Indemnified Parties may have under applicable law, CPIH shall indemnify the Covanta Indemnified Parties from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or costs and expenses of any kind or nature whatsoever (including attorneys’ reasonable attorney's fees and expensesamounts reasonably paid in settlement) that may at any time be either directly or indirectly imposed upon(collectively, "Covanta Losses") incurred by reason of or asserted arising out of the performance or awarded nonperformance of its duties under or by reason of this Agreement; provided, however, there shall be no such indemnification for Covanta Losses incurred by any such person or entity by reason of their gross negligence or willful misconduct in the conduct of their duties under or by reason of this Agreement. (b) The CPIH Entities and their affiliates and their respective officers, directors, members, affiliates, agents and employees (collectively, the "CPIH Indemnified Parties") shall not be liable to the Covanta Entities or to any other person for any act or omission in the course of performance of their duties hereunder except for their gross negligence or willful misconduct. In addition to all such rights of indemnity as the CPIH Indemnified Parties may have under applicable law, Covanta shall defend, indemnify and save harmless the CPIH Indemnified Parties from and against Lender any and all liabilities, claims, damages, costs and expenses (including reasonable attorney's fees and amounts reasonably paid in settlement) (collectively, "CPIH Losses") incurred by reason of or arising out of the performance or nonperformance of its duties under or by reason of this Agreement; provided, however, there shall be no such indemnification for CPIH Losses incurred by any such person or entity by reason of Lender’s Affiliates their gross negligence or willful misconduct in the conduct of their duties under or by reason of this Agreement. (c) In addition to all such rights of indemnity and subrogation as the Covanta Entities may have under applicable law, the CPIH Entities shall defend, indemnify and save harmless the Covanta Indemnified Parties from and against any and all Covanta Losses incurred by a Covanta Indemnified Party in connection with: (1) such Covanta Indemnified Party's role as account party under any of the Letters of Credit, arising from or relating to Borrower’s breach of any covenant, obligation, agreement, representation or warranty set forth in this Agreement or any other Transaction Document, or arising from or relating to any willful misconduct by Borrower, except to the extent Borrower establishes that CPIH controls any litigation; (2) such Covanta Indemnified Party's role as guarantor under any Parent Guarantee, to the lossextent CPIH controls any litigation; and (3) the material breach by CPIH of a covenant contained in Section 8 herein. (d) In addition to all such rights of indemnity and subrogation as the CPIH Entities may have under applicable law, liabilitythe Covanta Entities shall defend, obligationsindemnify and save harmless the CPIH Indemnified Parties from and against any and all CPIH Losses incurred by a CPIH Indemnified Party in connection with the material breach by Covanta of a covenant contained in Section 8. (e) The Covanta Entities' and the CPIH Entities' indemnification and advancement of expenses obligations hereunder shall survive any termination of this Agreement, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose solely by reason of Lender’s or any of Lender’s Affiliates’ willful misconduct or gross negligenceSection 10 notwithstanding.

Release; Indemnification. Borrower hereby releases Lender from any and all causes of action, claims or rights that which Borrower may now or hereafter have for, or that which may arise from, any loss or damage caused by or resulting from from: (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Loan, Subordinated Debt and (b) any other act or omission to act on the part of Lender, its officers, agents or employees, except in each instance for those caused by Lender’s willful misconduct or gross negligence, and except for any breach by Lender of this Agreement or any other Transaction Document. Borrower shall indemnify, defend and hold Lender and its Affiliates (including their respective officers, directors, agents and employees) harmless from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or expenses of any kind or nature whatsoever (including attorneys’ fees and expenses) that which may at any time be either directly or indirectly imposed upon, incurred by or asserted or awarded against Lender or any of Lender’s Affiliates in connection with, arising from or relating to BorrowerLender’s breach entering into or carrying out the terms of any covenant, obligation, agreement, representation or warranty set forth in this Agreement or being the holder of any other Transaction DocumentSubordinated Debenture, or arising from or relating to but not including any willful misconduct by Borrower, except to the extent Borrower establishes that the portion of such loss, liability, obligationsdamage, penaltysuit, claim, fineexpense, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement fees or expense arose solely by reason of costs that is primarily attributable to Lender’s or any of Lender’s Affiliates’ willful misconduct or gross negligence.

Release; Indemnification. Borrower hereby releases Lender from any and all causes of action, claims or rights that which Borrower may now or hereafter have for, or that which may arise from, any loss or damage caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Loan, Facility and (b) any other act or omission to act on the part of Lender, its officers, agents or employees, except in each instance for those caused by Lender’s willful misconduct or gross negligence. Borrower shall indemnify, defend and hold Lender and its Affiliates (including their respective officers, directors, agents and employees) harmless from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or expenses of any kind or nature whatsoever (including including, without limitation, attorneys’ fees and expenses) that which may at any time be either directly or indirectly imposed upon, incurred by or asserted or awarded against Lender or any of Lender’s Affiliates in connection with, arising from or relating to Borrower’s breach of any covenant, obligation, agreement, representation or warranty set forth in this Agreement or any other Transaction Document, or arising from or relating to any willful misconduct by Borrower, except to the extent Borrower establishes that the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose solely by reason of Lender’s or any of Lender’s Affiliates’ willful misconduct or gross negligence.

Release; Indemnification. Borrower hereby releases Lender from any and all causes of action, claims or rights that which Borrower may now or hereafter have for, or that which may arise from, any loss or damage caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Loan, (b) any other act or omission to act on the part of Lender, its officers, agents or employees, except in each instance for those caused by Lender’s willful misconduct or gross negligence. Borrower shall indemnify, defend and hold Lender and its Affiliates (including their respective officers, directors, agents and employees) harmless from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or expenses of any kind or nature whatsoever (including attorneys’ fees and expenses) that may at any time be either directly or indirectly imposed upon, incurred by or asserted or awarded against Lender or any of Lender’s Affiliates in connection with, arising from or relating to Borrower’s breach of any covenant, obligation, agreement, representation or warranty set forth in this Agreement or any other Transaction Document, or arising from or relating to any willful misconduct by Borrower, except to the extent Borrower establishes that the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose solely by reason of Lender’s or any of Lender’s Affiliates’ willful misconduct or gross negligence.

Release; Indemnification. Borrower hereby In addition to the other specific releases Lender set forth in this Agreement, Guest, for himself or herself, his or her heirs, assignors, executors, and administrators, and on behalf of each occupant of the Property, and such occupants’ heirs, assignors, executors and administrators (each a “Guest Releasing Party”), fully release and discharge Owner, Manager and its employees, agents, subcontractors, officers and directors (“Grayt 30A Parties”) from any and all liabilities, claims, demands, and causes of actionaction which any Guest Releasing Party has or may have in the future by reason of any injury, claims or rights that Borrower may now or hereafter have for, or that may arise from, any loss or damage caused by whatever nature which has or resulting from (a) have occurred, or may occur to any failure of Lender to protectGuest Releasing Party during the stay as a result, enforce or collect in whole or in part any connection with the occupancy of the LoanProperty or in use of any item provided during your stay, (b) including bikes, golf carts or other recreational items, including any other act claims, damages, costs or omission causes of action due to act the negligence, breach of contract or wrongful conduct of any Grayt 30A Party, and agree not to sue and to hold the Grayt 30A Parties free and harmless of any claim or suit arising there from. By signing this Agreement, you understand, intend and desire to release, on behalf of each Guest Releasing Party, the part of Lender, its officers, agents or employees, except in each instance for those caused by Lender’s willful misconduct or gross negligence. Borrower shall indemnify, defend and hold Lender and its Affiliates (including their respective officers, directors, agents and employees) harmless Grayt 30A Parties from and against any and all lossesliability arising from or related to the occupancy of the Property to the fullest extent permitted by the laws of the State of Florida. Guest and all occupants shall, jointly and severally, defend, indemnify and hold the Grayt 30A Parties harmless from any and all claims, liabilities, obligationslosses, penaltiescosts and expenses (including, claimsbut not limited to, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or expenses of any kind or nature whatsoever (including reasonable attorneys’ fees and expensescosts of suit) that may at any time be either directly or indirectly imposed upon, incurred by or asserted or awarded against Lender or any the Grayt 30A Parties related to, as a result of Lender’s Affiliates in connection with, arising from or relating to Borrower’s breach of any covenant, obligation, agreement, representation or warranty set forth in this Agreement or any other Transaction Document, or arising from Guest’s actions and any occupants, including any negligent acts or relating to omissions, willful misconduct, violations of laws or any willful misconduct by Borrowerobligations in this Agreement, except to the extent Borrower establishes that such claims, demands and actions arise from the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement gross negligence or expense arose solely by reason of Lender’s or any of Lender’s Affiliates’ willful misconduct or gross negligenceof the Grayt 30A Parties.

Release; Indemnification. Borrower hereby releases Lender from any and all causes of action, claims or rights that which Borrower may now or hereafter have for, or that which may arise from, any loss or damage caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Loan, Facility and (b) any other act or omission to act on the part of Lender, its officers, agents or employees, except in each instance for those caused by Lender’s willful misconduct or gross negligencemisconduct. Borrower shall indemnify, defend and hold harmless Lender and its Affiliates Affiliates, and their respective directors, officers, employees, agents, successors and assigns (including their respective officersany participants in the Facility), directors, agents and employees) harmless from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or expenses of any kind or nature whatsoever (including attorneys’ fees and expenses) that ), which may at any time be either directly or indirectly imposed upon, incurred by or asserted or awarded against Lender or any of Lender’s Affiliates Lender and its Affiliates, and their respective directors, officers, employees, agents, successors and assigns (including any participants in the Facility) in connection with, arising from or relating to (i) Borrower’s breach of any covenant, obligation, agreement, representation or warranty set forth in this Agreement or any other Transaction Document, Document or arising from or relating to any willful misconduct or gross negligence by Borrower, or (ii) Lender’s entering into or carrying out the terms of this Agreement or the other Transaction Documents or being the holder of the Subordinated Debenture, except to the extent Borrower establishes that the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose solely by reason of Lender’s or any of Lender’s Affiliates’ willful misconduct or gross negligencemisconduct.

Release; Indemnification. Borrower hereby releases Lender from any and all causes of action, claims or rights that Borrower may now or hereafter have for, or that may arise from, any loss or damage caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Loan, (b) any other act or omission to act on the part of Lender, its officers, agents or employees, except in each instance for those caused by Lender’s 's willful misconduct or gross negligence. Borrower shall indemnify, defend and hold Lender and its Affiliates (including their respective officers, directors, agents and employees) harmless from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or expenses of any kind or nature whatsoever (including attorneys’ ' fees and expenses) that may at any time be either directly or indirectly imposed upon, incurred by or asserted or awarded against Lender or any of Lender’s 's Affiliates in connection with, arising from or relating to Borrower’s 's breach of any covenant, obligation, agreement, representation or warranty set forth in this Agreement or any other Transaction Document, or arising from or relating to any willful misconduct by Borrower, except to the extent Borrower establishes that the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose solely by reason of Lender’s 's or any of Lender’s 's Affiliates’ ' willful misconduct or gross negligence.