Common use of COVENANTS TO HOLD HARMLESS Clause in Contracts

COVENANTS TO HOLD HARMLESS. Except in case of fire or other casualty against which Lessor is required to insure hereunder, or damage or loss caused by the exercise of eminent domain, unless the liability for damage or loss is caused by the negligence of Lessor, its agents, contractors or employees or is due to Lessor's default in the performance of any of its obligations, duties, covenants, representations or warranties hereunder, Tenant shall hold harmless Lessor from any liability for damages to any person or property in or upon the Premises and the Property, including the person and the property of Tenant and its employees and all persons in the Premises at its or their invitation or sufferance, and from all damages resulting from Tenant's failure to perform the covenants of this Lease. In the event of any claim or assertion of liability against Lessor in any manner covered by Tenant's indemnification obligation set forth in the foregoing sentence, Tenant may contest such claim or assertion of liability so long as it proceeds diligently and in good faith with respect thereto and, in connection therewith, shall employ competent counsel acceptable to Lessor (the approval of which shall not be unreasonably withheld, delayed or conditioned). Lessor agrees to give prompt notice to Tenant of any such claim or assertion of liability. If Tenant so engages counsel acceptable to Lessor as aforesaid, Tenant's indemnity hereunder shall not include reimbursement to Lessor of any separate fees for Lessor's independent legal counsel. All property kept, maintained or stored on the Premises shall be so kept, maintained or stored at the sole risk of Tenant. Tenant agrees to pay all sums of money in respect of any labor, service, materials, supplies or equipment furnished or alleged to have been furnished to Tenant in or about the Property, and not furnished on order of Lessor, which may be secured by any Mechanic's, Materialmen's or other lien to be discharged at the time performance of any obligation secured thereby matures, provided that Tenant may contest such lien so long as (i) Tenant proceeds with such contest diligently and in good faith, and (ii) Tenant provides to the Lessor a surety bond or other security acceptable to Lessor in an amount equal to 125% of the amount of such lien within ten (10) days after receipt by Tenant of notice of such lien, but if such lien is reduced to final judgment and if such judgment or process thereon is not stayed, or if stayed and said stay expires, then and in each such event, Tenant shall forthwith pay and discharge said judgment and lien. Lessor shall have the right to post and maintain on the Premises, notices of non-responsibility under the laws of the State of Minnesota.

COVENANTS TO HOLD HARMLESS. (a) Landlord and Tenant mutually agree with respect to any loss generally covered under the classification "fire and extended coverage insurance", that the one suffering said loss releases the other, its officers, directors, employees, and agents from any and all claims and liability or responsibility with respect to such loss, including losses arising out of the inability to conduct business or receive rent; and they further mutually agree that their respective insurance companies shall have no right of subrogation against the other on account thereof. (b) Except arising from the negligence or willful misconduct of Landlord, its agents or employees, Tenant hereby indemnifies and agrees to save harmless Landlord, its officers, directors, partners, employees and agents and any mortgagee or master lessor of the Retail Development (the "Indemnitees") from and against any and all claims, actions, damages, liability, cost and expense, including attorneys' fees, that (i) arise from or are in case connection with the possession, use, occupancy, management, repair, maintenance or control of fire or other casualty against which Lessor is required to insure hereunderthe Leased Premises, or damage (ii) arise from or loss caused by the exercise are in connection with any act or omission of eminent domain, unless the liability for damage Tenant or loss is caused by the negligence of Lessor, its Tenant's agents, contractors employees, contractors, licensees or employees invitees, or is due to Lessor's default in the performance of any of its obligations, duties, covenants, representations or warranties hereunder, Tenant shall hold harmless Lessor (iii) result from any liability for damages default, breach, violation or nonperformance of this Lease or any provision hereof by Tenant, or (iv) result from injury to any person or property in or upon the Premises and the Property, including the person and the property loss of Tenant and its employees and all persons in the Premises at its or their invitation or sufferance, and from all damages resulting from Tenant's failure to perform the covenants of this Lease. In the event of any claim or assertion of liability against Lessor in any manner covered by Tenant's indemnification obligation set forth in the foregoing sentence, Tenant may contest such claim or assertion of liability so long as it proceeds diligently and in good faith with respect thereto and, in connection therewith, shall employ competent counsel acceptable to Lessor (the approval of which shall not be unreasonably withheld, delayed or conditioned). Lessor agrees to give prompt notice to Tenant of any such claim or assertion of liability. If Tenant so engages counsel acceptable to Lessor as aforesaid, Tenant's indemnity hereunder shall not include reimbursement to Lessor of any separate fees for Lessor's independent legal counsel. All property kept, maintained or stored on the Premises shall be so kept, maintained or stored at the sole risk of Tenant. Tenant agrees to pay all sums of money in respect of any labor, service, materials, supplies or equipment furnished or alleged to have been furnished to Tenant life sustained in or about the PropertyLeased Premises. Tenant shall, at its own cost and not furnished on order of Lessorexpense, defend any and all actions, suits and proceedings which may be secured by brought against any Mechanic's, Materialmen's or other lien Indemnitee with respect to be discharged at the time performance of any obligation secured thereby matures, provided that Tenant may contest such lien so long as (i) Tenant proceeds with such contest diligently and in good faithforegoing, and (ii) Tenant provides shall pay, satisfy and discharge any and all judgments, orders and decrees which may be received against any Indemnitee with respect to the Lessor a surety bond or other security acceptable to Lessor in an amount equal to 125% of foregoing. Notwithstanding the amount of such lien within ten (10) days after receipt by Tenant of notice of such lienforegoing, but if such lien is reduced to final judgment and if such judgment or process thereon is not stayed, or if stayed and said stay expires, then and in each such event, Tenant shall forthwith pay and discharge said judgment and lien. Lessor any Indemnitee shall have the right right, in its sole discretion, to post defend or intervene in such litigation to protect its interest hereunder, in which case Tenant shall continue to hold harmless such Indemnitee and maintain on shall pay all costs, expenses and attorneys' fees incurred or paid by such Indemnitee in connection with such litigation. (c) Landlord hereby indemnifies and agrees to save harmless Tenant, its officers, directors, partners, employees and agents from and against all claims, actions, damages, liability, costs and expense, including attorneys' fees, that arise from or are in connection with the Premisesoperation, notices of non-responsibility under the laws management, repair or maintenance of the State common areas, unless arising out of Minnesotathe acts of Tenant or its agents, employees or contractors, or unless resulting in occurrences that take place in the Leased Premises. Landlord, at its own cost and expense, shall defend any and all actions, suits and proceedings which may be brought against Tenant with respect to the foregoing.

COVENANTS TO HOLD HARMLESS. Except in case Landlord and Tenant each hereby release and waive all rights of subrogation against the other, its officers, directors, employees and agents from any and all liability for responsibility for any loss or damage to property covered by valid and collectible fire insurance with standard and extended coverage endorsement, or required to be carried hereunder, even if such fire or other casualty against which Lessor is required to insure hereunder, or damage or loss casualties shall have been caused by the exercise of eminent domain, unless the liability for damage fault or loss is caused by the negligence of Lessorthe other party, its agents, contractors or employees or is due to Lessor's default in the performance of any of its obligations, duties, covenants, representations or warranties hereunder, Tenant shall hold harmless Lessor from any liability anyone for damages to any person or property in or upon the Premises and the Property, including the person and the property of Tenant and its employees and all persons in the Premises at its or their invitation or sufferance, and from all damages resulting from Tenant's failure to perform the covenants of this Lease. In the event of any claim or assertion of liability against Lessor in any manner covered by Tenant's indemnification obligation set forth in the foregoing sentence, Tenant whom such party may contest such claim or assertion of liability so long as it proceeds diligently and in good faith with respect thereto and, in connection therewith, shall employ competent counsel acceptable to Lessor (the approval of which shall not be unreasonably withheld, delayed or conditioned). Lessor agrees to give prompt notice to Tenant of any such claim or assertion of liability. If Tenant so engages counsel acceptable to Lessor as aforesaid, Tenant's indemnity hereunder shall not include reimbursement to Lessor of any separate fees for Lessor's independent legal counsel. All property kept, maintained or stored on the Premises shall be so kept, maintained or stored at the sole risk of Tenantresponsible. Tenant agrees to pay all sums of money in respect of any laborthe increased insurance cost, serviceif any, materialsresulting from such release. Tenant hereby indemnifies and agrees to save harmless Landlord, supplies or equipment furnished or alleged to have been furnished to Tenant in or about the PropertyLandlord's officers, directors, employees, and agents, and any mortgagee and master lessor of the Shopping Center (collectively, "the Protected Parties"), from and against all claims, losses, liabilities, damages, and expenses (including but not furnished on order limited to attorneys' fees) that arise within the Premises or that arise from or in connection with (i) the possession, use, occupation, management, repairs, maintenance or control of Lessorthe Premises, or any portion thereof, and any sidewalks adjoining same, (ii) any act or omission of Tenant, its employees, agents, contractors, licensees, or invitees, or (iii) any violation, breach, or default of this Lease by Tenant. Tenant shall, at its own cost and expense, defend any and all actions which may be secured brought against any of the Protected Parties with respect to the foregoing. Tenant shall pay, satisfy and discharge any and all judgments, orders and decrees which may be recovered any of the Protected Parties in connection with the foregoing. This Section 8.04(b) shall be inapplicable to events caused by the gross negligence or willful misconduct of Landlord, or Landlord's agents, employees or contractors. Tenant and all those claiming by, through or under Tenant shall store their property in and shall occupy and use the Premises and any Mechanic'simprovements therein and appurtenances thereto and all other portions of the Shopping Center complex solely at their own risk and Tenant and those claiming by, Materialmen's through or under Tenant hereby release Landlord, to the full extent permitted by law, from all claims of every kind, including loss of life, personal or bodily injury, damage to merchandise, equipment, fixtures or other lien property, or damage to business or for business interruption arising directly or indirectly out of or from or on account of such occupancy and use resulting from any present or future condition or state of repair thereof, except that the Landlord shall not be discharged released from own negligent acts or intentional wrongful acts. Landlord shall not be responsible or liable at any time to Tenant, or to those claiming by, through or under Tenant, for any loss of life, bodily or personal injury, or damage to property or business, or for business interruption, that may be occasioned by or through the time performance acts, omissions or negligence of any obligation secured thereby maturesother persons, provided that Tenant may contest such lien so long as (i) Tenant proceeds with such contest diligently and in good faith, and (ii) Tenant provides to the Lessor a surety bond or any other security acceptable to Lessor in an amount equal to 125% tenants or occupants of any portion of the amount Shopping Center. Landlord shall not be responsible or liable at any time for any defects, latent or otherwise, in any buildings or improvements in the Shopping Center or any of such lien within ten (10) days after receipt by Tenant the equipment, machinery, utilities, appliances or apparatus therein, nor shall Landlord be responsible or liable at any time for loss of notice life, injury or damage to any person or to any property or business of such lien, but if such lien is reduced to final judgment and if such judgment or process thereon is not stayedTenant, or if stayed and said stay expiresthose claiming by, then and through or under Tenant, caused by or resulting from the bursting, breaking, leaking, running, seeping, overflowing or backing up of water, steam, gas, sewage, snow or ice in each such eventany part of the Premises or caused by or resulting from acts of God or the elements, Tenant shall forthwith pay and discharge said judgment and lien. Lessor shall have or resulting from any defect or negligence in the right to post and maintain on occupancy, construction, operation or use of any buildings or improvements in the Shopping Center, including the Premises, notices of non-responsibility under the laws or any of the State of Minnesotaequipment, fixtures, machinery, appliances or apparatus therein.

COVENANTS TO HOLD HARMLESS. Except (a) Tenant hereby indemnifies and agrees to save harmless Landlord, Landlord's officers, directors, employees, and agents, and any mortgagee of the Shopping Center (collectively, "the Protected Parties"), from and against all claims, losses, liabilities, damages and expenses (including but not limited to reasonable attorneys' fees) that arise within the Area A portion of the Premises or that arise from or in case connection with (i) the possession, use, occupation, management, repairs, maintenance or control of fire or other casualty against which Lessor is required to insure hereunderthe Area A portion of the Premises, or damage any portion thereof, by Tenant or loss caused its employees, agents, contractors, licensees, or invitees located in the Premises, (ii) any negligent act or omission or wilful misconduct of Tenant, its employees, agents, contractors, licensees, or invitees, or (iii) any violation, breach, or default of this Lease by Tenant after written notice and the exercise expiration of eminent domainthe applicable cure period. Tenant shall, unless at its own cost and expense, defend any and all actions which may be brought against any of the liability for damage or loss is Protected Parties with respect to the foregoing. Tenant shall pay, satisfy and discharge any and all judgments, orders and decrees which may be recovered against any of the Protected Parties in connection with the foregoing. This Section 8.04(b) shall be inapplicable to events caused by the negligence or wilful misconduct of Lessorthe Protected Parties. (b) Tenant and all those claiming by, through or under Tenant shall store their property in and shall occupy and use the Area A portion of the Premises and any improvements therein and appurtenances thereto and all other portions of the Shopping Center complex solely at their own risk and Tenant and those claiming by, through or under Tenant hereby release Landlord, to the full extent permitted by law, from all claims of every kind, including loss of life, personal or bodily injury, damage to merchandise, equipment, fixtures or other property, or damage to business or for business interruption arising directly or indirectly out of or from or on account of such occupancy and use resulting from any present or future condition or state of repair thereof. Subject to and subordinate to Section 8.04(a) hereof, this Section 8.04 (c) shall be inapplicable to events directly caused by the negligence or wilful misconduct of Landlord or its agents, contractors or employees or is due contractors. (c) Landlord shall not be responsible or liable at any time to LessorTenant, or to those claiming by, through or under Tenant, for any loss of life, bodily or personal injury, or damage to property or business, or for business interruption, that may be occasioned by or through the acts, omissions or negligence of any other persons, or any other tenants or occupants of any portion of the Shopping Center. This Section 8.04(d) shall be inapplicable to events caused by the negligence or wilful misconduct of Landlord, or Landlord's default agents, employees or contractors. (d) Landlord shall not be responsible or liable at any time for any defects, latent or otherwise, in any buildings or improvements in the performance of Shopping Center or any of its obligationsthe equipment, dutiesmachinery, covenantsutilities, representations appliances or warranties hereunderapparatus therein, Tenant nor shall hold harmless Lessor from Landlord be responsible or liable at any liability time for damages loss of life, injury or damage to any person or to any property or business of Tenant, or those claiming by, through or under Tenant, caused by or resulting from the bursting, breaking, leaking, running, seeping, overflowing or backing up of water, steam, gas, sewage, snow or ice in or upon any part of the Area A portion of the Premises and or caused by or resulting from acts of God or the Propertyelements, or resulting from any defect or negligence in the occupancy, construction, operation or use of any buildings or improvements in the Shopping Center including the person Premises, or any of the equipment, fixtures, machinery, appliances or apparatus therein. Subject to and subordinate to Section 8.04(a) hereof, this Section 8.04(e) shall be inapplicable to events directly caused by the property negligence or wilful misconduct of Tenant and Landlord or its agents, employees and all persons in or contractors. (e) Except to the Premises at its extent directly related to the negligent act or their invitation omission or sufferancewilful misconduct of Tenant, and from all damages resulting from or Tenant's failure to perform the covenants of this Lease. In the event of any claim agents, employees, or assertion of liability against Lessor in any manner covered by Tenant's indemnification obligation set forth in the foregoing sentencecontractors, Tenant may contest such claim or assertion of liability so long as it proceeds diligently Landlord hereby indemnifies and in good faith with respect thereto and, in connection therewith, shall employ competent counsel acceptable to Lessor (the approval of which shall not be unreasonably withheld, delayed or conditioned). Lessor agrees to give prompt notice to Tenant of any such claim or assertion of liability. If Tenant so engages counsel acceptable to Lessor as aforesaidsave harmless Tenant, Tenant's indemnity hereunder shall officers, directors, employees, and agents from and against all claims, losses, liabilities, damages, and expenses (including but not include reimbursement limited to Lessor reasonable attorneys' fees) that arise from or in connection with (i) the possession, use, occupation, management, repairs, maintenance or control of the common Areas or the Area B portion of the Premises, or any separate fees for Lessor's independent legal counselportion thereof, by Landlord or its employees, agents, contractors, licensees, or invitees located in the Area B portion of the Premises, (ii) any negligent act or omission or wilful misconduct of Landlord, its employees, agents, contractors, licensees, or invitees, or (iii) any violation, breach or default of this Lease by Landlord after written notice and the expiration of the applicable cure period. All property kept, maintained or stored on Nothing contained in the Premises preceding sentence shall be so keptdeemed to relieve Landlord of liability from damages by Tenant resulting from the act or omission of Landlord, maintained its agents or stored employees. Landlord shall, at the sole risk of Tenant. Tenant agrees to pay its own cost and expense, defend any and all sums of money in respect of any labor, service, materials, supplies or equipment furnished or alleged to have been furnished to Tenant in or about the Property, and not furnished on order of Lessor, actions which may be secured by any Mechanic's, Materialmen's or other lien to be discharged at the time performance of any obligation secured thereby matures, provided that brought against Tenant may contest such lien so long as (i) Tenant proceeds with such contest diligently and in good faith, and (ii) Tenant provides respect to the Lessor a surety bond or other security acceptable to Lessor in an amount equal to 125% of the amount of such lien within ten (10) days after receipt by Tenant of notice of such lienforegoing. Landlord shall pay, but if such lien is reduced to final judgment and if such judgment or process thereon is not stayed, or if stayed and said stay expires, then and in each such event, Tenant shall forthwith pay satisfy and discharge said judgment any and lien. Lessor shall have all judgments, orders and decrees which may be recovered against Tenant in connection with the right to post and maintain on the Premises, notices of non-responsibility under the laws of the State of Minnesotaforegoing.

COVENANTS TO HOLD HARMLESS. Except in case The Tenant expressly agrees that its use of fire the Leased Premises for the Lease Term shall be undertaken by the Tenant at its sole risk and expressly forever releases and discharges Landlord from any claims, demands, injuries, damages, attorney’s fees, court costs and disbursements, actions or other casualty against which Lessor is required causes of action, whatsoever to insure hereunderany servant, agent, employee or student, or damage invites of the Tenant or loss property arising out of or in connection with the Tenant’s use of the facility described above, except to the extent caused by any acts of gross negligence or willful misconduct on the exercise part of eminent domainthe Landlord, unless its servants, agents or employees. The Tenant further agrees to indemnify and hold harmless Landlord from all claims, demands, injuries, damages, attorney’s fees, court costs and disbursements, actions or causes of action, arising out of or resulting in any manner from the liability use if the Leased Premises for damage or loss is caused the Leased Term by the negligence of Lessor, its agents, contractors or employees or is due to Lessor's default in the performance of any of its obligations, duties, covenants, representations or warranties hereunder, Tenant shall hold harmless Lessor from any liability for damages to any person or property in or upon the Premises and the Property, including the person and the property of Tenant and its employees servants, agents, employees, students and invitees, except to the extent caused by any acts of gross negligence or willful misconduct on the part of the Landlord, its servants, agents or employees. The Landlord hereby expressly forever release and discharges the Tenant from any claims, demands, attorney’s fees, court costs and disbursements, actions or causes of action, whatsoever to any servant, agent, employee or invitee of the Landlord or property arising out of or in connection with the Landlord’s use of the facility described above, except to the extent caused by acts of gross negligence or willful misconduct on the part of the Tenant, its servants, agents, students, or employees. The Landlord further agrees to indemnify and hold harmless Tenant form all persons in the Premises at its claims, demands, injuries, damages, attorney’s fees, court costs and disbursements, actions or their invitation causes of action, arising out of or sufferance, and from all damages resulting from Tenant's failure to perform the covenants of this Lease. In the event of any claim or assertion of liability against Lessor in any manner covered from the use of the Leased Premises for the Lease Term by Tenant's indemnification obligation set forth in the foregoing sentenceLandlord and its servants, Tenant may contest such claim agents, employees, students and invitees, except to the extent caused by any acts of gross negligence or assertion of liability so long as it proceeds diligently and in good faith with respect thereto and, in connection therewith, shall employ competent counsel acceptable to Lessor (the approval of which shall not be unreasonably withheld, delayed or conditioned). Lessor agrees to give prompt notice to Tenant of any such claim or assertion of liability. If Tenant so engages counsel acceptable to Lessor as aforesaid, Tenant's indemnity hereunder shall not include reimbursement to Lessor of any separate fees for Lessor's independent legal counsel. All property kept, maintained or stored willful misconduct on the Premises shall be so kept, maintained or stored at the sole risk of Tenant. Tenant agrees to pay all sums of money in respect of any labor, service, materials, supplies or equipment furnished or alleged to have been furnished to Tenant in or about the Property, and not furnished on order of Lessor, which may be secured by any Mechanic's, Materialmen's or other lien to be discharged at the time performance of any obligation secured thereby matures, provided that Tenant may contest such lien so long as (i) Tenant proceeds with such contest diligently and in good faith, and (ii) Tenant provides to the Lessor a surety bond or other security acceptable to Lessor in an amount equal to 125% part of the amount of such lien within ten (10) days after receipt by Tenant of notice of such lienLandlord, but if such lien is reduced to final judgment and if such judgment its servants, agents or process thereon is not stayed, or if stayed and said stay expires, then and in each such event, Tenant shall forthwith pay and discharge said judgment and lien. Lessor shall have the right to post and maintain on the Premises, notices of non-responsibility under the laws of the State of Minnesotaemployees.