By Lessor. To the extent permitted by state and federal law and its charter or by-laws, Lessor shall forever protect, save and keep Lessee and its permitted successors and assigns harmless and indemnify Lessor against and from any and all claims, demands, losses, costs, damages, suits, judgments, penalties, expenses and liabilities or any kind or nature whatsoever, including reasonable attorneys' fees, arising directly or indirectly out of (i) the willful misconduct of Lessor, its agents or employees, in connection with the performance of this Agreement; (ii) any programming transmitted by Lessor during any of Lessor's Airtime.
By Lessor. Lessor shall indemnify, defend and hold harmless Lessee and the Lessee Indemnitees from and against any and all Losses suffered or incurred by any such party by reason of or resulting from (A) any Release on the Sites or the Premises caused by Lessor or the Lessor Indemnitees or any Release on other property in the vicinity of the Sites or the Premises caused by Lessor or the Lessor Indemnitees to the extent any such Release impacts the Sites or the Premises; or (B) any environmental claim from any third party with regard to any violation or alleged violation of any Environmental Laws by Lessor or the Lessor Indemnitees or any actual, threatened or alleged Release affecting the Sites or the Premises by Lessor or the Lessor Indemnitees.
By Lessor. Lessor shall indemnify, defend and hold harmless Lessee, its affiliates, officers, agents and employees (the “Lessee Indemnitees”) from and against any Losses for injury to or death of persons, including, but not limited to, employees of Lessee or Lessor, and damage or destruction of property, including, but not limited to, property of either Lessee or Lessor, or other loss or damage incurred by Lessee, but only to the extent caused by: (A) negligent acts or omissions or willful misconduct of the Lessor Indemnitees; or (B) the material breach by Lessor of any of its obligations under this Agreement; or (C) the inaccuracy of any representation or warranty of Lessor contained in this Agreement. The obligation to indemnify shall extend to and encompass all costs incurred by Xxxxxx and any Lessee Indemnitee in defending such Losses, including, but not limited to, reasonable attorney, witness and expert witness fees, and any other litigation related expenses. Lessor’s obligations pursuant to this Section 10(a)(ii) shall not extend to Losses for liability to the extent attributable to the negligence, fraud or willful misconduct of Lessee, the Lessee Indemnitees, or their respective contractors, successors or assigns, or the acts of third-parties. Lessor shall pay any reasonable cost that may be incurred by Lessee or the Lessee Indemnitees in enforcing this indemnity, including reasonable attorney fees.
By Lessor. Lessor warrants and represents to TCAC that, to the best of Lessor’s knowledge, Lessor’s fee interest in the Property is free and clear of all liens, encumbrances, covenants, easements, licenses, judgments, or other matters of record except those shown as affecting the fee interest of the Property in that certain Policy of Title Insurance Final Report or, if one has not been issued, Preliminary Report regarding the Property issued on by , Order # , Policy No. (the “Report”). Lessor has not required or permitted, and has no knowledge of any other matters of record to be recorded that are not contained in the Report.
By Lessor. The costs of repairs and maintenance which are the obligation of Lessor under this Lease or which Lessor elects to perform under this Lease except such repairs and maintenance which are the responsibility of Lessee hereunder, shall be an Operating Expense. Lessor shall repair and maintain the structural portions of the Building and the basic plumbing, air conditioning, heating, electrical and integrated Building mechanical systems installed or furnished by Lessor, unless such maintenance or repairs are caused in part or in whole by the act, neglect, fault or omission of any duty by Lessee or Lessee's Agents, in which case Lessee shall pay to Lessor the reasonable cost of such maintenance or repairs as additional rent. Lessor shall not be liable for any failure to make any such repairs or to perform any maintenance for which Lessor is responsible as provided above unless Lessor fails to commence such work for a period of more than thirty (30) days after written notice of the need of such repairs or maintenance is given to Lessor by Lessee and the failure is due solely to causes within Lessor's reasonable control. Except as provided in Article 21 of this Lease, there shall be no abatement of Rentals, and in any event there shall be no liability of Lessor by reason of any injury to or interference with Lessee's business arising from the making of any repairs, alterations or improvements in or to any portion of the Project or in or to fixtures, appurtenances and equipment therein. Lessee waives the benefits of any statute now or hereafter in effect (including, without limitation, the provisions of subsection 1 of Section 1932, Section 1941 and Section 1942 of the California Civil Code and any similar or dissimilar law, statute or ordinance now or hereafter in effect) which would otherwise afford Lessee the right to make repairs at Lessor's expense (or to deduct the cost of such repairs from Rentals due hereunder) or to terminate this Lease because of Lessor's failure to keep the Premises in good and sanitary order.
By Lessor. At the election of Lessor, the failure of Lessee to perform any material obligation according to the terms or provisions of this Agreement, which substantially affect the rights of the Lessor under this Agreement, shall constitute an event of default. Upon an event of default, Lessor shall give to Lessee written notice of default, specifying in reasonable detail the particular default or defaults relied on by Lessor. Lessee shall have thirty (30) days after receipt of Lessor’s notice in which to contest, cure, or commence to cure (and diligently thereafter proceed to cure) the alleged default or defaults. If Lessee contests that default occurred, it shall so advise Lessor in writing within thirty (30) days after receipt of Lessor’s notice. If, within fifteen (15) days after Lessor’s receipt of Lessee’s notice the Parties have not resolved the dispute by mutual agreement, the issue of default may be submitted to a court of competent jurisdiction, and Lessee shall not be deemed to be in default until the matter shall have been determined finally by the court and all appeals have been waived or exhausted and all periods for appeal have expired. If the judicial process results in a final finding of default, Lessee shall have thirty (30) days thereafter in which to cure or commence to cure (and diligently thereafter proceed to cure) the default. Upon Lessee’s failure to cure or commence to cure the default within the time periods allowed above, Lessor may declare, by written notice to Lessee, a termination of this Agreement. Lessor’s sole remedy shall be the recovery of actual compensatory damages, including attorneys fees.
By Lessor. (a) Subject to the rights elsewhere granted to Lessee in this Lease and with prior notice to Lessee and no loss of service or interruption (beyond a temporary, non-recurring and de minimis amount), Lessor reserves the right to use the Tower, at its own expense, as it sees fit and to fasten additional equipment to the Tower for any purpose, including the right to install transmitting and/or receiving antennas of others; provided that Lessor shall use reasonable efforts to restrict any loss of Lessee's service or interruption pursuant to this Section 3.02
(a) to the hours of 1:00 a.m. to 5:00 a.m.
(b) Subject to the rights elsewhere granted to Lessee in this Lease, Lessor shall have the right to use for itself or lease to others the remainder of the Tower Site or use of any of the improvements thereon, space on the Tower or in any building constructed by Lessor for any purpose, including, but not limited to, any kind of broadcasting or communication, simultaneous transmissions on AM, FM, SSB, VBIF, UHF, and/or microwave frequencies, and all rental revenues received therefrom shall belong exclusively to Lessor. Prior to permitting the fastening of a material amount of additional equipment, Lessor shall cause a structural analysis of the Tower to be conducted by a reputable mechanical consultant chosen by Lessor in order to ensure that any such additions conform to recognized engineering standards.
(c) Except as expressly provided for herein, Lessor shall have no liability for any action or omission taken in exercise of its rights hereunder upon reasonable reliance on recommendation of its engineering personnel.
(d) Subject to the terms of this Lease, Lessor also reserves the right to erect one (1) or more additional towers on the Tower Site.
By Lessor. Lessor represents and warrants to Lessee that Lessor has full authority to enter into and fulfill this Agreement and has taken all steps and has done all acts required by applicable law to permit Lessor to enter into and fulfill this Agreement, and upon execution, this Agreement shall become the legal, valid and binding obligation of Lessor, enforceable in accordance with its terms.
By Lessor. All rights of Lessor hereunder or to the Equipment may be sold, assigned, pledged, mortgaged or otherwise transferred, either in whole or in part, without notice to Lessee but always, however, subject to the rights of Lessee under this Lease. If Lessor sells the Equipment or assigns this Lease or the Rent due or to become due hereunder or any other interest herein, whether as security for any of its indebtedness or otherwise, no breach or default by Lessor hereunder or pursuant to any other agreement between Lessor and Lessee, should there be one, shall excuse performance by Lessee of any provision hereof. No such vendee or assignee (each an "Assignee") shall be obligated to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease; except that Lessor covenants with Lessee not to transfer any interest in the Lease or the Equipment to any Assignee unless such Assignee agrees in writing not to disturb Lessee's quiet enjoyment of the Equipment while no Event of Default has occurred. Lessee acknowledges that any such sale, assignment or grant of security interest shall not materially change Lessee's obligations under this Lease nor materially increase the burdens imposed on Lessee. Lessee agrees and acknowledges that any such Assignee shall rely on and be entitled to the benefit of the provisions of this Lease. Lessee agrees to acknowledge any such assignment within five (5) days of receipt of written request to do so in the form requested by Lessor. LESSEE'S OBLIGATION TO PAY RENT IS ABSOLUTE AND UNCONDITIONAL AND LESSEE SHALL NOT ASSERT AGAINST ANY ASSIGNEE ANY DEFENSE, COUNTERCLAIM OR SETOFF THAT THE LESSEE MAY HAVE AGAINST THE LESSOR OR ANY OTHER PARTY, AND LESSEE ACKNOWLEDGES THAT ANY ASSIGNEE IS RELYING ON THE FOREGOING.
By Lessor. Subject to the availability of lawful appropriation and consistent with the New York State Court of Claims Act, Lessor shall hold the Lessee harmless from and indemnify it for any final judgment of a court of competent jurisdiction to the extent attributable to the negligence of Lessor or of its officers or employees when acting within the course and scope of their employment in connection with this Agreement.
