Common use of Hazardous Materials Indemnification Clause in Contracts

Hazardous Materials Indemnification. Use, generate, treat, store, release, dispose of or otherwise introduce any Hazardous Materials into or on any real property owned or leased by any of them and will not, and will not permit any Subsidiary to, cause, suffer, allow or permit anyone else to do so, except in material compliance with applicable Environmental Laws. Each Domestic Borrower hereby agrees to indemnify, reimburse, defend and hold harmless each Agent, the Arranger, each Lender and their respective directors, officers, agents and employees (collectively, the “Indemnified Parties”) for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by the Company or any of its Subsidiaries or any business conducted thereon. Each Foreign Borrower hereby agrees to indemnify, reimburse, defend and hold harmless the Indemnified Parties for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by such Foreign Borrower or any of its Subsidiaries or any business conducted thereon.

Hazardous Materials Indemnification. Use, generate, treat, store, release, dispose of or otherwise introduce any Hazardous Materials into or on any real property owned or leased by any of them and will not, and will not permit any Subsidiary to, cause, suffer, allow or permit anyone else to do so, except in material compliance with applicable Environmental Laws. Each Domestic Borrower hereby agrees to 16.1 The Agency shall indemnify, reimburse, defend and hold harmless each Agent, the Arranger, each Lender and their respective directors, officers, agents and employees (collectively, the “Indemnified Parties”) for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by the Company or any of its Subsidiaries or any business conducted thereon. Each Foreign Borrower hereby agrees to indemnify, reimburse, defend and hold harmless the Indemnified Parties forCommission, its officers, agencies, commissions, and employees from and against any and all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interestliability, losses, costs and expenses (collectively “Claims”), including third party Claims and Claims by any governmental agency (other than the Commission), relating to any hazardous materials that are located at, on, over, under, or flowing through the Park Addition Public Trust Parcel as of the date of the Closing Phase that pertains to that parcel; provided, however, that the obligation to indemnify under this Section shall not apply to the extent that (i) the hazardous materials were present on the Park Addition Public Trust Parcel during any period (prior to the Closing Phase) in which the State owned the fee in the Park Addition Public Trust Parcel, or (ii) the State or its agents released, generated, treated, stored, used, disposed of, deposited, abandoned or exacerbated the hazardous materials affecting the Park Addition Public Trust Parcel. The Agency and the Commission agree that if the Commission is a named insured in a pollution liability insurance policy obtained by the Agency, the obligation to indemnify the Commission under this Section shall not become effective unless and until any proceeds from the policy are exhausted. The obligation to indemnify under this Section shall terminate on the later of January 1, 2040, or 15 years following the date of the Closing Phase that pertains to that parcel; provided, however, that the obligation shall not terminate as to Claims asserted in an action filed prior to the termination date. 16.2 The Agency shall indemnify, defend and hold harmless State Parks, its officers, agencies, commissions, and employees from and against any and all Claims, including third party Claims and Claims by any governmental agency (other than State Parks), relating to any hazardous materials that are located at, on, over, under, emanating from or flowing through the Park Addition Trust Termination Parcel as of the date of the Closing Phase that pertains to that parcel; provided, however, that the obligation to indemnify under this Section shall not apply to the extent that (i) the hazardous materials were present on the Park Addition Trust Termination Parcel during any period (prior to the Closing Phase) in which the State owned the fee in the Park Addition Trust Termination Parcel, or (ii) the State or its agents released, generated, treated, stored, used, disposed of, deposited, abandoned or exacerbated the hazardous materials affecting the Trust Termination Parcel. The Agency and the State Parks agree that if State Parks is a named insured in a pollution liability insurance policy obtained by the Agency, the obligation to indemnify the State Parks under this Section shall not become effective unless and until any proceeds from the policy are exhausted. The obligation to indemnify under this Section shall terminate on the later of January 1, 2040, or 15 years following the date of the Closing Phase that pertains to that parcel; provided, however, that the obligation shall not terminate as to Claims asserted in an action filed prior to the termination date. 16.3 A Party holding title to property to be conveyed pursuant to this Agreement (“Owner”) shall permit any other Party to which the property is to be conveyed (“Recipient”) to enter upon the property, upon reasonable attorney’s fees (notice and subject to reasonable time and manner conditions, for the purpose of conducting such investigations of the physical condition of the property as the Recipient deems necessary to satisfy itself as to the matters described in Section 13.3(c) in preparation for a closing. Upon the request of a Recipient, an Owner shall provide or make available to the Recipient any existing environmental reports, including any such fees Phase I Environmental Site Assessments, relating to the property to be conveyed by Owner. An Owner shall accommodate a reasonable request by a Recipient for additional invasive testing, including but not limited to soil or groundwater sampling, subject to Owner’s approval of testing plans and expenses incurred in enforcing this indemnity) asserted againstprocedures, imposed on or incurred by any which shall not be unreasonably withheld, and further subject to mutual agreement of the Indemnified Parties, directly or indirectly pursuant to or in connection Owner and Recipient regarding responsibility for the costs of such additional testing. No entry by a Recipient shall unreasonably interfere with the application use of any Environmental Law to acts the property by Owner or omissions occurring at any time on its tenants, easement holders, licensees, or in connection with any real estate owned or leased by such Foreign Borrower or any of its Subsidiaries or any business conducted thereonpermittees.

Hazardous Materials Indemnification. Use, generate, treat, store, release, dispose (a) Borrower agrees to (i) give notice to Lender immediately upon Borrower’s acquiring knowledge of or otherwise introduce the presence of any Hazardous Materials into on the Property or of any Hazardous Materials Contamination with a full description thereof; (ii) promptly, at Borrower’s sole cost and expense, comply with any Governmental Requirements requiring the removal, treatment or disposal of such Hazardous Materials or Hazardous Materials Contamination and provide Lender with satisfactory evidence of such compliance; and (iii) provide the Lender, within 30 days after demand by Lender, with a bond, letter of credit or similar financial assurance evidencing to Lender’s satisfaction that the necessary funds are available to pay the cost of removing, treating and disposing of such Hazardous Materials or Hazardous Materials Contamination and discharging any assessments which may be established on the Property as a result thereof. (b) Borrower shall not cause or suffer any real property owned liens to be recorded against the Property as a consequence of, or leased by in any of them and will not, and will not permit any Subsidiary way related to, causethe presence, sufferremediation or disposal of Hazardous Material in or about the Property, allow including any state, federal or permit anyone else local so-called “Superfund” lien relating to do sosuch matters. (c) Borrower shall at all times retain any and all liabilities arising from the presence, except handling, treatment, storage, transportation, removal or disposal of Hazardous Materials on the Property. Regardless of whether any Event of Default shall have occurred and be continuing or any remedies in material compliance with applicable Environmental Laws. Each Domestic respect of the Property are exercised by Lender, Borrower hereby agrees to indemnifyshall defend, reimburse, defend indemnify and hold harmless each Agent, the Arranger, each Lender and their respective directors, officers, agents and employees (collectively, the “Indemnified Parties”) for, from and against any and all demands, liabilities, damages, costs, claimsliabilities (including strict liability), suits, actions, legal or administrative proceedingsclaims, demands, penalties, damages (including, without limitation, lost profits, consequential damages, interest, lossespenalties, expenses fines and reasonable attorney’s fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by the Company or any of its Subsidiaries or any business conducted thereon. Each Foreign Borrower hereby agrees to indemnify, reimburse, defend and hold harmless the Indemnified Parties for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interestmonetary sanctions), losses, costs or expenses (including, without limitation, attorneys’ fees and reasonable attorneyexpenses, and remedial costs) (the foregoing are hereinafter collectively referred to as “Liabilities”) which may now or in the future (whether before or after the culmination of the transactions contemplated by this Loan Agreement) incurred or suffered by Lender by reason of, resulting from, in connection with, or arising in any manner whatsoever out of the breach of any warranty or covenant or the inaccuracy of any representation of Borrower contained or referred to in this Section or in a Deed of Trust or which may be asserted as a direct or indirect result of the presence on or under, or escape, seepage, leakage, spillage, discharge, emission, or release from the Property of any Hazardous Materials or any Hazardous Materials Contamination or arise out of or result from the environmental condition of the Property or the applicability of any Governmental Requirements relating to Hazardous Materials, whether or not occasioned wholly or in part by any condition, accident or event caused by any act or omission of Lender. Such Liabilities shall include, without limitation: (i) injury or death to any person; (ii) damage to or loss of the use of any property; (iii) the cost of any demolition and rebuilding of the Improvements, repair or remediation and the preparation of any activity required by any Governmental Authority; (iv) any lawsuit brought or threatened, good faith settlement reached, or governmental order relating to the presence, disposal, release or threatened release of any Hazardous Material on, from or under the Property; and (v) the imposition of any lien on the Property arising from the activity of Borrower or Borrower’s fees predecessors in interest on the Property or from the existence of Hazardous Materials or Hazardous Materials Contamination upon the Property. The covenants and agreements contained in this Section shall survive the consummation of the transactions contemplated by this Loan Agreement. If Lender shall become aware of a breach of the covenants and agreements in this Article 5, Lender agrees to use its good faith efforts to notify Borrower of such breach. However: (including a) Lender shall be under no duty of inquiry to determine whether such a breach has occurred, (b) the knowledge by Lender of a breach, and/or the failure by Lender to give any such fees notice, shall not constitute a waiver of such breach, and expenses incurred in enforcing this indemnitysuch breach shall constitute an Event of Default hereunder, (c) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant Lender shall have no liability whatsoever for failing to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by give such Foreign Borrower or any of its Subsidiaries or any business conducted thereonnotice.

Hazardous Materials Indemnification. Use, generate, treat, store, release, dispose of or otherwise introduce any Hazardous Materials into or on any real property owned or leased by any of them and will not, and will not permit any Subsidiary to, cause, suffer, allow or permit anyone else to do so, except in material compliance with applicable Environmental Laws. Without limiting the foregoing: (a) Each Domestic Borrower hereby agrees to indemnify, reimburse, defend and hold harmless each the Agent, the Arranger, each Lender and their respective directors, officers, agents and employees (collectively, the “Indemnified Parties”) for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by the Company or any of its Subsidiaries or any business conducted thereon. . (b) Each Foreign Borrower hereby agrees to indemnify, reimburse, defend and hold harmless the Indemnified Parties for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by such Foreign Borrower or any of its Subsidiaries or any business conducted thereon.

Hazardous Materials Indemnification. Use, generate, treat, store, release, dispose of or otherwise introduce introduce, any Hazardous Materials into or on any real property owned or leased by any of them and will not, and will not permit any Subsidiary to, cause, suffer, suffer allow or permit anyone else to do so, except in material compliance with applicable Environmental Laws. Each Domestic US Facility Borrower hereby agrees to indemnify, reimburse, defend and hold harmless each Agent, the Arranger, each Lender Agent and their respective its directors, officers, agents and employees (collectively, the “"Indemnified Parties”") for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s 's fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by the Company Parent or any of its Subsidiaries or any business conducted thereon. Each Foreign Offshore Facility Borrower hereby agrees to indemnify, reimburse, defend and hold harmless the Indemnified Parties for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s 's fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by such Foreign Offshore Facility Borrower or any of its Subsidiaries or any business conducted thereon.

Hazardous Materials Indemnification. Use, generate, treat, store, release, dispose of or otherwise introduce introduce, any Hazardous Materials into or on any real property owned or leased by any of them and will not, and will not permit any Subsidiary to, cause, suffer, suffer allow or permit anyone else to do so, except in material compliance with applicable Environmental Laws. Each Domestic US Facility Borrower hereby agrees to indemnify, reimburse, defend and hold harmless each Agent, the Arranger, each Lender Agent and their respective its directors, officers, agents and employees (collectively, the “"Indemnified Parties”") for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s 's fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by the Company Parent or any of its Subsidiaries or any business conducted thereon. Each Foreign Offshore Facility Borrower hereby agrees to indemnify, reimburse, defend and hold harmless the Indemnified Parties for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s 's fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by such Foreign Offshore Facility Borrower or any of its Subsidiaries or any business conducted thereon.

Hazardous Materials Indemnification. UseLandlord hereby represents and warrants that to the best of Landlord’s actual knowledge there are no violations of any federal, generatestate or local laws, treatrules, storeregulations or orders relating to industrial hygiene or to environmental conditions on, releaseunder or about the Demised Premises, dispose including but not limited to soil and groundwater conditions. Within five (5) business days after the Effective Date, Landlord shall deliver to Tenant copies of all reports from environmental investigations covering all or otherwise introduce any Hazardous Materials into portion of the Demised Premises in the possession or on any real property owned or leased by any under the control of them and will notLandlord. Landlord shall indemnify, defend, and will not permit any Subsidiary tohold Tenant, cause, suffer, allow or permit anyone else to do so, except in material compliance with applicable Environmental Laws. Each Domestic Borrower hereby agrees to indemnify, reimburse, defend and hold harmless each Agent, the Arranger, each Lender and their respective its directors, officers, agents employees, agents, successors and employees assigns (collectively, the “Indemnified PartiesIndemnitees”) for, harmless from and against any and all demands, liabilities, damageslosses, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s fees (including any such fees and expenses incurred in enforcing this indemnity) penalties claimed, threatened or asserted against, imposed on or suffered or incurred by any Indemnitee, arising out of or as a consequence of the Indemnified Partiesuse, directly generation, transportation, storage, release, presence or indirectly pursuant to or in connection with the application disposal of any Environmental Law to acts hazardous or omissions occurring at toxic wastes, substances or materials, or any time other pollutants or contaminants (collectively, “Hazardous Materials”), placed, discharged or released on or in connection with any real estate owned or leased about the Demised Premises by the Company or any of its Subsidiaries or any business conducted thereon. Each Foreign Borrower hereby agrees to indemnifyLandlord, reimburseincluding without limitation, defend and hold harmless the Indemnified Parties for, from and against all demands, liabilities, damageslosses, costs, expenses and penalties incurred in the removal, remediation and disposal of any Hazardous Materials; provided, however, that the foregoing provisions shall not apply to any Hazardous Materials used, generated, transported, stored or disposed of thereon by an Indemnitee. Tenant shall defend and indemnify Landlord from any claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s fees (including any such fees penalties claimed and expenses incurred arising out of or as a consequence of Tenant’s storage, handling or release of Hazardous Materials in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by such Foreign Borrower or any of its Subsidiaries or any business conducted thereonDemised Premises.

Hazardous Materials Indemnification. UseFrom and after the Commencement Date, generateto the greatest extent allowed by law, treat, store, release, dispose of or otherwise introduce any Hazardous Materials into or on any real property owned or leased by any of them and will not, and will not permit any Subsidiary to, cause, suffer, allow or permit anyone else to do so, except in material compliance with applicable Environmental Laws. Each Domestic Borrower hereby agrees to Lessee shall indemnify, reimburse, defend (with counsel reasonably approved by Lessor) and hold Indemnitees harmless each Agent, the Arranger, each Lender and their respective directors, officers, agents and employees (collectively, the “Indemnified Parties”) for, from and against all Claims resulting, arising, or based directly or indirectly in whole or in part, upon (i) therelease, use, generation, discharge, storage or disposal of any Hazardous Material on, under, in or about the Leased Premises, or the transportation of any such Hazardous Material to or from, the Leased Premises occurring after the Commencement Date, or (ii) the failure of Lessee, Lessee’s employees, agents, contractors, subcontractors, or any person acting on behalf of or as the invitee of any of the foregoing to comply with Environmental Laws related to the Leased Premises, unless caused by the Lessor’s active or passive negligence. The foregoing indemnity shall further apply to any residual Hazardous Materials in, on, under or about the Land or affecting any natural resources arising in connection with the generation, use, handling, treatment, storage, transport or disposal of any such Hazardous Material, and irrespective of whether any of such activities were or will be undertaken in accordance with Environmental Laws, but only to the extent that such release of Hazardous Materials occurs after the Commencement Date The provisions of this Section shall survive the expiration or termination of this Lease.‌ Lessee’s indemnity obligations under this paragraph shall not apply to (a) any release of Hazardous Materials or Claim related to Hazardous Material that occurred or first accrued before the Lessee’s possession of the Land whether known or unknown, and (b) claims arising out of the Lessor’s failure to disclose any known condition that the Lessor is required to give to the Lessee. Lessor agrees to defend, indemnify, protect and hold harmless the Lessee, and its officers, beneficiaries, employees, agents, attorneys, representatives, legal successors and assigns ("Lessee Indemnities") from, regarding and against any and all liabilities, obligations (including but not limited to the duty to respond to any governmental inquiry, investigation, claim or demand regarding such Hazardous Materials), orders, decrees, judgments, liens, demands, liabilitiesactions, environmental response actions, claims, losses, damages, costsfines, claimspenalties, suitsexpenses, actionsenvironmental response costs or costs of any kind or nature whatsoever, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s together with fees (including any such including, without limitation, reasonable attorneys’ fees and expenses incurred in enforcing this indemnity) asserted againstexperts’ and consultants’ fees), imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to resulting from or in connection with (i) the application release, use, generation, discharge, storage or disposal of any Hazardous Material on, under, in or about the Land, or the transportation of any such Hazardous Material to or from, the Land occurring during the Lessor’s ownership of the Land and prior to the Commencement Date, or (ii) the failure of Lessor, Lessor’s employees, agents, contractors, subcontractors, or any person acting on behalf of or as the invitee of any of the foregoing, to comply with Environmental Law Laws, except to acts or omissions occurring at any time on the extent caused in whole or in connection with any real estate owned or leased part by the Company negligence of Lessee or any of its Subsidiaries the Lessee Indemnitees in accordance with the principles of comparative negligence (“Lessee’s Indemnification”). If the Lessor discovers Hazardous Materials or any business conducted thereon. Each Foreign Borrower hereby agrees other materials subject to indemnifylegal requirements or corrective action, reimburse, defend and hold harmless the Indemnified Parties for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any Lessor shall immediately notify the Lessee of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by such Foreign Borrower or any of its Subsidiaries or any business conducted thereonsame.