Ground Lessee. (i) Alexander’s, Inc. owns (both legally and beneficially) one hundred percent (100%) of, and has good and valid title to, the issued and outstanding membership interests of Alexander’s of Kings, LLC (the “Ground Lessee Membership Interests”). Subject only to the repayment of the Existing Financing, Alexander’s, Inc. has full power and authority to transfer and otherwise dispose of the Ground Lessee Membership Interests free and clear of all liens, security interests, escrows, claims, encumbrances, pledges, options, warrants, rights of first refusal, calls, commitments, charges and judgments whatsoever. Alexander’s, Inc. has not pledged, hypothecated or otherwise encumbered the Ground Lessee Membership Interests. There are no outstanding agreements or commitments, oral or written, options, warrants, calls or other rights of any kind to purchase or acquire the Ground Lessee Membership Interests. Alexander’s, Inc. and the Ground Lessee Membership Interests are not subject to any agreements, option rights, right of first refusals, right of first offers, or any other similar right or agreement with respect to the Ground Lessee Membership Interests.
Ground Lessee. The Ground Lessee agrees that it will not, directly or indirectly, create, incur, assume or suffer to exist any Owner Lessor's Liens on or with respect to Ground Interest or the Sites, and the Ground Lessee shall promptly notify the Ground Lessor of the imposition of any such Lien of which the Ground Lessee is aware and shall promptly, at its own expense (subject to Section 2.5 of the Lease Indenture), take such action as may be necessary to fully discharge or release any such Lien.
Ground Lessee. To the full extent permitted by law, Ground Lessor and College shall not be liable for any injury to any Person or for the loss of or any damage to any property occurring in or about the Leased Premises or the Improvements from any cause whatsoever (except to the extent of claims arising from the negligence or intentional misconduct of Ground Lessor or College or their agents or contractors or any of their officers, directors, partners, members, invitees, volunteers, or employees (collectively, “Ground Lessor Parties”)). Ground Lessee hereby agrees to indemnify and hold harmless Ground Lessor Indemnified Parties from and against all claims, charges, liabilities, obligations, penalties, causes of actions, liens, damages, costs and expenses, including reasonable attorneys’ fees, arising from or related to any matter arising from Ground Lessee’s or any Ground Lessee’s agents or contractors or any of their officers, directors, partners, members, invitees, volunteers, or employees (collectively, “Ground Lessee Parties”) use of the Premises, the Improvements, the construction of the Improvements, or conduct of any business or activity upon the Premises, or any work or other thing done, permitted or suffered by any of such Person(s) in or about the Premises; Ground Lessee’s failure to perform any of its obligations under this Lease; and Ground Lessee’s failure to comply with any applicable law relating to the Premises or its activities thereon; and from any breach or non-compliance of Ground Lessee under any Development Related Agreement executed by Ground Lessor or College or any other agreement or instrument otherwise executed by Ground Lessor, in its capacity as fee owner of the Property, or College at the request of Ground Lessee. Ground Lessee’s liability and obligations under this Section 29.2shall survive any termination or expiration of this Lease with respect to any indemnified claim arising from events prior to such expiration or termination. The foregoing provisions shall not be construed to make Ground Lessee responsible for loss, damage, liability or expense to the extent caused by the negligence or willful misconduct of Ground Lessor Parties. Section 17.3 above provides the exclusive indemnity with respect to Hazardous Substances and this Section 29 shall not apply to such claims.
Ground Lessee. Refers to Western Washington University and its predecessors, successors, and assigns.
