Environmental Indemnification by Tenant Sample Clauses

Environmental Indemnification by Tenant. Tenant agrees to indemnify, defend by counsel acceptable to Landlord, and hold harmless Landlord, its subsidiaries, affiliates, successors and assigns and their respective directors, officers, employees, shareholders, representatives and agents, from and against and in respect of any and all Claims, damages (including, without limitation, diminution in value), losses, liabilities and Expenses, lawsuits, deficiencies, interest, penalties, attorneys' fees and all amounts paid in defense or settlement of the foregoing whether or not arising out of third-party claims, which may be imposed upon or incurred by Landlord or asserted against Landlord by any other party or parties (including Governmental Entities), in connection with any Environmental Conditions or the remediation of any Environmental Conditions (whether now known or hereafter discovered), or any Environmental Noncompliance arising out of, resulting from, or attributable to, the assets, business, or operations of Tenant at the Premises, including without limitation any Claims, Expenses, losses, liabilities, etc. resulting from the alleged exposure of any person to Environmental Conditions, provided that such Environmental Conditions or exposure resulted from activities of Tenant or Tenant's agents, representatives, employees or independent contractors. Tenant's obligations pursuant to this Section shall exist regardless of whether Landlord is alleged or held to be strictly and/or jointly and severally liable. 12.3.1. Landlord shall defend, indemnify, and hold Tenant harmless from and against any and all liability, damages, loss, suits, claims, actions, costs and expenses, including without limitation any attorneys' fees, arising from any contamination of the Premises (including the underlying ground water and land) by any Hazardous Materials, where such contamination was not caused by Tenant or Tenant's agents, representatives, employees or independent contractors. Landlord warrants that as of the commencement of this Lease to the best of his knowledge the Premises are free from contamination by any Hazardous Materials. The provisions of this paragraph shall survive the termination of this Lease.
Sample 1Sample 2
AutoNDA by SimpleDocs
Environmental Indemnification by Tenant. Tenant agrees to indemnify, defend by counsel acceptable to Landlord, and hold harmless Landlord, its subsidiaries, affiliates, successors and assigns and their respective directors, officers, employees, shareholders, representatives and agents, from and against and in respect of any and all Claims, damages (including, without limitation, diminution in value), losses, liabilities and expenses, lawsuits, deficiencies, interest, penalties, attorneys' fees and all amounts paid in defense or settlement of the foregoing whether or not arising out of third-party claims, which may be imposed upon or incurred by Landlord or asserted against Landlord by any other party or parties (including Governmental Entities), in connection with any Environmental Conditions or the remediation of any Environmental Conditions (whether now known or hereafter discovered), or any Environmental Noncompliance arising out of, resulting from, or attributable to, the assets, business, or operations of Tenant at the Premises exluding all areas outside Tenant’s control, including but not limited to the Common Areas, including without limitation any claims, expenses, losses, liabilities, etc. resulting from the alleged exposure of any person to Environmental Conditions, provided that such Environmental Conditions or exposure resulted from activities of Tenant or Tenant's agents, representatives, employees or independent contractors. Tenant's obligations pursuant to this Section shall not exist if Landlord is held to be strictly and/or jointly and severally liable.
Sample 1
Environmental Indemnification by Tenant. Subject to violation of any Environmental Laws by Landlord, its employees, agents, licensees, invitees, contractors or permittees, resulting in the following claims and provided such claims result principally from the actions of Tenant, its contractors, agents, employees, licensees, permittees, invitees, or customers, from and after the Commencement Date, Tenant hereby agrees to indemnify, protect, defend and hold Landlord harmless from and against: a. All claims, including Environmental Claims, (legal or equitable) by any person under any Environmental Laws arising from or relating to (1) the actual or alleged presence, release, threatened release, discharge, emission or management of Hazardous Substances at or from the Premises, or (2) the study, testing, investigation, cleanup, removal, corrective action and closure of any Hazardous Substances existing or arising on, beneath or above the Premises and/or emanating or migrating, or that threaten to emanate or migrate from the property to any off-site properties. b. All claims, including Environmental Claims, (legal or equitable) for damage to property or business or other losses resulting from or relating to the actual or alleged presence, release, threatened release, discharge, emission or management of Hazardous Substances (1) existing or arising on, beneath or above the Premises, (2) emanating or migrating from the Premises to any off-site properties, and (3) threatening to emanate or migrate from the Premises to any off-site properties. c. All claims, including Environmental Claims, for injunctive relief or for damages resulting from the study, testing, investigation, cleanup, removal, remediation, abatement, response, containment, restoration, corrective action and closure of any Hazardous Substance (1) existing or arising on, beneath or above the Premises, (2) emanating or migrating from the Premises to any off-site properties, and (3) threatening to migrate or emanate from the Premises to any off-site properties, conducted by any person, including, without limitation, any federal, state or local agency. d. All toxic tort, bodily injury, wrongful death or other claims by any person arising from or relating to actual or alleged exposure to any Hazardous Substances on, beneath or above the Premises, and/or emanating or migrating, or threatening to emanate or migrate, from the Premises.
Sample 1
Environmental Indemnification by Tenant. Tenant shall indemnify and save harmless Landlord and its officers, employees and agents from any Losses arising out of or in any way connected with (i) any spills, releases or discharges of Hazardous Materials at, onto or from the Premises to the extent caused by the operation or use of the Premises by Tenant or its employees or its agents after the Commencement Date; and (ii) Tenant’s failure to comply with applicable Environmental Requirements with respect to its use or operation of the Premises after the Commencement Date.
Sample 1
Environmental Indemnification by Tenant. Tenant shall indemnify, defend and save harmless Landlord and its current and former directors, shareholders, officers, employees, administrators, predecessors, successors and assigns, personally and in their corporate capacity and any related entities, subsidiaries, parents, holding, related or affiliated companies or corporations and their respective current and former directors, shareholders, officers, employees, administrators, predecessors, successors and assigns, personally and in their corporate capacity, from any Losses arising out of or in any way connected with (i) any spills, releases, disposal or discharges of Hazardous Wastes at, onto or from the Premises after the Commencement Date and first arising during the Lease Term; and (ii) Tenant's failure to comply with applicable Environmental Laws with respect to its operation, enjoyment or use of the Premises after the Commencement Date. If Tenant is responsible for a spill, release, disposal or discharge of Hazardous Waste at, onto or from the Premises after the Commencement Date and first arising during the Lease Term under this Section 11, Tenant shall only be required to conduct such Remediation to the least stringent level required by Environmental Law, and Tenant may utilize the most cost effective means of conducting such Remediation. Exhibit D sets forth a listing of environmental reports establishing the extent of known and disclosed existing Environmental Conditions on the Premises.
Sample 1
Environmental Indemnification by Tenant. Tenant agrees to indemnify, defend, and hold harmless Landlord, the manager of the property, and their respective officers, directors, beneficiaries, shareholders, partners, agents, and employees from all fines, suits, procedures, claims, and actions of every kind, and all costs associated therewith (including attorneys' and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of Hazardous Substances that occurs during the term of this Lease, at or from the Premises and which is caused by Tenant or a party operating under Tenant's direction or control or from Tenant's failure to provide all information, make all submissions, and take all steps required by all Authorities under the Hazardous Substance Laws and all other environmental laws. Tenant's obligations and liabilities under this Paragraph shall survive the expiration of this Lease.
Sample 1
Environmental Indemnification by Tenant. Tenant shall indemnify and save harmless Landlord from a Losses arising out of or in any way connected with (i) a breach by Tenant of its obligations under this Section 11; (ii) any spills, releases, disposal or discharges of Hazardous Materials at, onto or from the Premises to the extent caused by the operation, enjoyment or use of the Premises by Tenant or its employees or its agents after the Commencement Date; and (iii) Tenant’s failure to comply with applicable Environmental Requirements with respect to its operation, enjoyment or use of the Premises after the Commencement Date.
Sample 1
AutoNDA by SimpleDocs
Environmental Indemnification by Tenant. Tenant hereby indemnifies and agrees to defend and hold Landlord, Prime Landlord and Landlord’s leasehold mortgagee, if any, harmless from and against (a) any non-performance of or delay in completion of such portion of the Remedial Action require to be conducted by Tenant, except to the extent such non-performance of or delay in completion of the Remedial Action is caused by the acts, omissions, gross negligence or willful misconduct of Landlord or Prime Landlord or their respective agents, contractors or employees; and (b) as to events, occurrences, or matters first arising during the period beginning on the Effective Date and ending on the Expiration Date, against any Hazardous Substances Discharge or violation of Environmental Law provided, however, in no event shall Tenant indemnify Landlord for events, occurrences or matters (i) to the extent caused by the acts or omissions of Landlord or Prime Landlord or their respective agents, contractors or employees, or (ii) which are in existence prior to the Effective Date, except to the extent such events, occurrences or matters are exacerbated by Tenant (in which event Tenant shall only indemnify Landlord and Prime Landlord and any leasehold mortgagee, if any, with regards to such exacerbation).
Sample 1

Related to Environmental Indemnification by Tenant

  • Environmental Indemnification Borrower shall protect, indemnify, save, defend, and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconduct.

  • Indemnification by Tenant Except to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damages.

  • Indemnification by Lessee Lessee agrees to indemnify, defend, protect, save and keep harmless Lessor and its Affiliates, and their respective officers, directors, shareholders, unitholders, members, partners, managers, agents, employees, representatives, successors and assigns (collectively, the “Lessor Indemnified Parties”) from and against any and all Claims which may be imposed on, incurred by or asserted against the Lessor Indemnified Parties, in any way and to the extent relating to or arising out of (a) any failure to perform any covenant or agreement made or undertaken by Lessee in this Lease, or (b) the exercise of Lessee’s Parties’ rights under Section 2.2(a); provided, however, Lessee shall not have any obligation to indemnify the Lessor Indemnified Parties for any such Claim under clauses (a) or (b) to the extent resulting from or arising out of the willful misconduct or negligence of any of the Lessor Indemnified Parties. To the extent that the Lessor Indemnified Parties in fact receive full indemnification payments from Lessee under the indemnification provisions of this Section 10.2, Lessee shall be subrogated to the Lessor Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, IN NO EVENT SHALL LESSEE BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSEE WOULD BE LIABLE UNDER THIS SECTION.

  • Environmental Indemnity Borrower agrees to indemnify, hold harmless and defend Indemnitees from and against all proceedings, claims, damages, penalties and costs (whether initiated or sought by Governmental Authorities or private parties), including Attorneys’ Fees and Costs and remediation costs, whether incurred in connection with any judicial or administrative process or otherwise, arising directly or indirectly from any of the following: (i) Any breach of any representation or warranty of Borrower in Section 5.05. (ii) Any failure by Borrower to perform any of its obligations under Section 6.12. (iii) The existence or alleged existence of any Prohibited Activity or Condition. (iv) The presence or alleged presence of Hazardous Materials on or under the Mortgaged Property or in any of the Improvements. (v) The actual or alleged violation of any Hazardous Materials Law.

  • Indemnification by Landlord Landlord shall protect, defend, indemnify and hold Tenant, its agents, employees and contractors harmless from and against any and all claims, damages, demands, penalties, costs, liabilities, losses and expenses (including reasonable attorneys’ fees and expenses at the trial and appellate levels) to the extent arising out of or relating to any act, omission, negligence or willful misconduct of Landlord or Landlord’s agents, employees or contractors. Nothing contained in this Section 8.03 shall limit (or be deemed to limit) the waivers contained in Section 8.06 below. In the event of any conflict between the provisions of Section 8.06 below and this Section 8.03, the provisions of Section 8.06 shall prevail. This Section 8.03 shall survive the expiration or earlier termination of this Lease.

  • Indemnification by Owner To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer, Engineer’s officers, directors, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Owner or Owner’s officers, directors, partners, agents, consultants, or employees, or others retained by or under contract to the Owner with respect to this Agreement or to the Project.

  • Landlord Indemnification With respect to only those Hazardous Substances present on, in or under the Industrial Center as of the date of this Lease (the “Existing Hazardous Substances”), Landlord agrees to indemnify, defend (with counsel reasonably acceptable to Tenant) and hold Tenant harmless from and against any and all claims, judgments, damages, penalties, fines, liabilities, losses, suits, administrative proceedings and costs (including, but not limited to, reasonable attorneys’ and consultant fees and court costs), arising at any time during or after the Term of this Lease, to the extent arising from (1) any of the Existing Hazardous Substances and/or (2) the removal, investigation, monitoring or remediation of any of the Existing Hazardous Substances; provided, however, Landlord shall not indemnify, defend or hold Tenant harmless to the extent (x) Tenant or any of the Tenant Entities contributes to or has contributed to the presence of such Existing Hazardous Substances or Tenant and/or any of the Tenant Entities exacerbates the conditions caused by such Existing Hazardous Substances, or (y) Tenant and/or any of the Tenant Entities allows or permits persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible for, to cause such Existing Hazardous Substances to be present in, on, under, through or about any portion of the Premises, the Building or the Industrial Center, or does not take all reasonably appropriate actions to prevent such persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible from causing the presence of Existing Hazardous Substances in, on, under, through or about any portion of the Premises, the Building or the Industrial Center. Landlord’s obligations under this Paragraph 6.8 shall survive the Expiration Date or earlier termination of this Lease.

  • LEGAL INDEMNIFICATION For the purposes of legal costs, it shall include those costs of an Association approved para-legal service. (A) Subject to the other provisions of this Article, a member charged with and finally acquitted of a criminal or statutory offence because of acts done in the performance or attempted performance of his employment or duties, shall be indemnified for the necessary and reasonable legal costs incurred in the defence of such charges. (B) Members shall not be indemnified for legal costs arising from the actions or omissions of members acting in their capacity as private citizens. For the purpose of Clause 29.1 (A) a Member: shall be deemed to have been "Finally Acquitted", where charges are withdrawn or where he is discharged following a preliminary inquiry; and shall be deemed not to have been "Finally Acquitted" where the member is given an absolute or conditional discharge or where, if as a result of charges laid he is subsequently found guilty of, or pleads guilty to, other charges arising out of the same incident or incidents. 29.2 When a member is a defendant in a civil action for damages because of acts done in the course of his employment or duties he shall be indemnified for the necessary and reasonable legal costs incurred in the defence of such an action in the following circumstances only: (i) where the Board is not joined in the action as a party pursuant to s. 50 of the Police Services Act, and the Board does not defend the action on behalf of itself and the member as joint tortfeasors at the Board's sole expense; (ii) where the Board is joined as a party or elects to defend the action, but the Solicitor retained on behalf of the Board and the member is of the view that it would be improper for him to act for both the Board and the member in that action. 29.3 Where during an inquest under the Coroner's Act a member's conduct is called into question because of acts done in the performance of his duties, the member shall be indemnified for any necessary and reasonable legal costs directly arising from the protection of the member's interest at such inquiry, but only if: (i) the Chief of Police or the Board does not provide counsel to represent the York Regional Police, at the Board's expense; or (ii) in the opinion of counsel retained by the Chief of Police or the Board to represent the York Regional Police, it would be improper for him to represent the member and the Chief and/or the Board before that inquiry. 29.4 To qualify for financial assistance under 29.1, 29.2 or 29.3, the member shall obtain the Board's approval of counsel to be retained by the member by application to the Board through the Chief. The Board's approval of counsel shall not be withheld unreasonably. 29.5 The Board will not consider any application for financial assistance which relates to the legal representation of a member in connection with a grievance or complaint made under the provisions of the Police Services Act, 1990 of this Collective Agreement or for the legal defence of a member resulting from a discipline charge made under the Police Services Act, 1990, Regulations made under that Act and all amendments thereto. 29.6 Where an investigation is commenced under Part VII of the Police Services Act and it appears to the Chief of Police that a member requires legal counsel in responding to the investigation, the Chief of Police may arrange for legal counsel to provide counsel to the member in connection with the investigation of such terms as the Chief considers appropriate. As soon as practicable, the Chief shall bring his action and his recommendation to the attention of the Board who may approve or alter the terms of retention of such legal counsel or the Chief's recommendation in respect thereof. Neither the Board nor the Chief shall provide legal counsel after the completion of the investigation or the laying of information(s), as Article 29 of the Civilian Collective Agreement is intended to govern such matters. 29.7 All sections under Article 29 (Legal Indemnification) are subject to review and re- negotiation by either the Board or the Association when the Regulations of the Police Services Act are proclaimed in force. If changes cannot be negotiated then either party reserves the right to submit the terms of this Article to arbitration. 29.8 A member who becomes involved in a matter which may entitle him/her to legal indemnification under this clause is entitled to receive funds from the Board for a retainer and/or for interim payment of legal costs as reasonably requested by the member’s counsel to a maximum of $5,000.00 provided the member undertakes to indemnify the Board for such funds advanced to him if the member is finally determined not to be eligible for indemnification in accordance with this Agreement.

  • Survival Indemnification All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

  • Tenant’s Indemnification Tenant shall indemnify Landlord and Landlord’s managing agent from any and all claims, losses, liabilities, costs, expenses and damages, including attorneys’ fees, costs of testing and remediation costs, incurred by Landlord in connection with any breach by Tenant of its obligations under this Article 15. The covenants and obligations under this Article 15 shall survive the expiration or earlier termination of this Lease.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!