Common use of Hazardous Materials Indemnification Clause in Contracts

Hazardous Materials Indemnification. Owner agrees (i) that Owner shall not receive, store, dispose or release any Hazardous Materials on or to the Property or transport any Hazardous Materials to or from the Property or permit the existence of any Hazardous Materials Contamination; (ii) to give written notice to the Department promptly upon Owner's acquiring knowledge of the presence of any Hazardous Materials on the Property or the transport of any Hazardous Materials to or from the Property or of the existence of any Hazardous Materials Contamination, with a full description thereof; (iii) promptly, at Development Owner's sole cost and expense, to comply with any Environmental Laws and Regulations and Governmental Requirements requiring the removal, treatment or disposal of such Hazardous Materials or Hazardous Materials Contamination and provide the Department with satisfactory evidence of such compliance; (iv) to provide the Department, within thirty (30) days after demand by the Department, with financial assurance evidencing to the Department'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; and (v) to ensure that all leases, licenses, and agreements of any kind now or hereafter executed which permit any party to occupy, possess, or use in any way the Property or any part thereof, whether written or oral, include an express prohibition on the disposal or discharge of any Hazardous Materials at or affecting the Property, and a provision that failure to comply with such prohibition shall expressly constitute a default under any such agreement. Owner shall not cause or suffer any liens to be recorded against the Property as a consequence of, or in any way related to, the presence, remediation or disposal of Hazardous Materials in or about the Property, including any so‑called state, federal or local "Superfund" lien relating to such matters. OWNER SHALL AT ALL TIMES RETAIN ANY AND ALL LIABILITIES ARISING FROM THE PRESENCE, HANDLING, TREATMENT, STORAGE, TRANSPORTATION, REMOVAL OR DISPOSAL OF HAZARDOUS MATERIALS ON THE PROPERTY. REGARDLESS OF WHETHER ANY EVENT OF DEFAULT (AS DEFINED IN SECTION 6.1 OF THIS AGREEMENT) SHALL HAVE OCCURRED AND BE CONTINUING OR ANY REMEDIES IN RESPECT OF THE PROPERTY ARE EXERCISED BY THE DEPARTMENT, OWNER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE DEPARTMENT FROM AND AGAINST ANY AND ALL LIABILITIES (INCLUDING STRICT LIABILITY), SUITS, ACTIONS, CLAIMS, DEMANDS, PENALTIES, DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, CONSEQUENTIAL DAMAGES, INTEREST, PENALTIES, FINES AND MONETARY SANCTIONS), LOSSES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES 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 AGREEMENT) BE INCURRED OR SUFFERED BY THE DEPARTMENT 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 OWNER CONTAINED OR REFERRED TO IN THIS SECTION 4.7 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 ENVIRONMENTAL LAWS AND REGULATIONS AND GOVERNMENTAL REQUIREMENTS RELATING TO HAZARDOUS MATERIALS, REGARDLESS OF WHETHER OR NOT CAUSED BY OR WITHIN THE CONTROL OF OWNER OR THE DEPARTMENT. 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 ANY IMPROVEMENTS NOW OR HEREAFTER SITUATED ON THE PROPERTY OR ELSEWHERE, AND THE COST OF REPAIR OR REMEDIATION OF ANY SUCH IMPROVEMENTS; (IV) THE COST OF ANY ACTIVITY REQUIRED BY ANY GOVERNMENTAL AUTHORITY; (V) 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 (VI) THE IMPOSITION OF ANY LIENS ON THE PROPERTY ARISING FROM THE ACTIVITY OF DEVELOPMENT OWNER OR FEE TITLE OWNER OR DEVELOPMENT OWNER OR FEE TITLE OWNER'S PREDECESSORS IN INTEREST ON THE PROPERTY OR FROM THE EXISTENCE OF HAZARDOUS MATERIALS UPON THE PROPERTY OR HAZARDOUS MATERIALS CONTAMINATION. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE FOREGOING INDEMNITY SHALL NOT APPLY TO (I) MATTERS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF DEPARTMENT, OR ANY EMPLOYEE, AGENT OR INVITEE OF DEPARTMENT, OR (II) MATTERS RESULTING FROM THE ACTIONS OF DEPARTMENT, OR ANY EMPLOYEE, AGENT OR INVITEE OF DEPARTMENT TAKEN AFTER DEPARTMENT OR ANY THIRD PARTY HAS TAKEN TITLE TO, OR EXCLUSIVE POSSESSION OF, THE PROPERTY. The covenants and agreements contained in this Section 10.8 shall survive the consummation of the transactions contemplated by this Agreement.

Hazardous Materials Indemnification. Owner agrees (i) that Owner Tenant shall not receiveindemnify, storedefend and hold Port, dispose City and their Agents harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or release any losses which arise during or after the Term of this Lease as a result of the Handling of Hazardous Materials on the Premises by Tenant, its Agents or to Invitees, including without limitation, all costs of investigating and remediating the Property same, damages for diminution in the value of the Premises, damages for the loss or transport any Hazardous Materials to restriction on use of rentable or from the Property usable space or permit the existence of any amenity of the Premises, damages arising from any adverse impact on marketing of any such space and sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees. This indemnification of Port and City by Tenant includes, but is not limited to, costs incurred in connection with any investigation of site conditions or any clean-up, remediation, removal or restoration work requested by Port or required by any federal, state or local governmental agency or political subdivision because of Hazardous Materials Contamination; (ii) to give written notice to Material present in the Department promptly upon Owner's acquiring knowledge of soil or groundwater in, on or under the Premises or in any Improvements. Without limiting the foregoing, if the presence of any Hazardous Materials on Material in, on, under or about the Property Premises caused or the transport of permitted by Tenant results in any Hazardous Materials to or from the Property or contamination of the existence of any Hazardous Materials ContaminationPremises, with a full description thereof; (iii) promptlyTenant, at Development Owner's its sole cost and expense, promptly shall take all action that is necessary to comply with any Environmental Laws and Regulations and Governmental Requirements requiring return the removal, treatment or disposal Premises to the condition existing prior to the introduction of such Hazardous Materials or Hazardous Materials Contamination and provide the Department with satisfactory evidence of such compliance; (iv) to provide the DepartmentMaterial in, within thirty (30) days after demand by the Departmenton, with financial assurance evidencing to the Department'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; and (v) to ensure that all leases, licenses, and agreements of any kind now or hereafter executed which permit any party to occupy, possess, or use in any way the Property or any part thereof, whether written or oral, include an express prohibition on the disposal or discharge of any Hazardous Materials at or affecting the Property, and a provision that failure to comply with such prohibition shall expressly constitute a default under any such agreement. Owner shall not cause or suffer any liens to be recorded against the Property as a consequence of, or in any way related to, the presence, remediation or disposal of Hazardous Materials in or about the PropertyPremises; provided that Port approval of such actions shall first be obtained, including which approval shall not be unreasonably withheld so long as such actions could not potentially have any so‑called state, federal or local "Superfund" lien relating to such mattersmaterial adverse effect upon the Premises. OWNER SHALL AT ALL TIMES RETAIN ANY AND ALL LIABILITIES ARISING FROM THE PRESENCE, HANDLING, TREATMENT, STORAGE, TRANSPORTATION, REMOVAL OR DISPOSAL OF HAZARDOUS MATERIALS ON THE PROPERTY. REGARDLESS OF WHETHER ANY EVENT OF DEFAULT (AS DEFINED IN SECTION 6.1 OF THIS AGREEMENT) SHALL HAVE OCCURRED AND BE CONTINUING OR ANY REMEDIES IN RESPECT OF THE PROPERTY ARE EXERCISED BY THE DEPARTMENT, OWNER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE DEPARTMENT FROM AND AGAINST ANY AND ALL LIABILITIES (INCLUDING STRICT LIABILITY), SUITS, ACTIONS, CLAIMS, DEMANDS, PENALTIES, DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, CONSEQUENTIAL DAMAGES, INTEREST, PENALTIES, FINES AND MONETARY SANCTIONS), LOSSES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES 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 AGREEMENT) BE INCURRED OR SUFFERED BY THE DEPARTMENT 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 OWNER CONTAINED OR REFERRED TO IN THIS SECTION 4.7 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 ENVIRONMENTAL LAWS AND REGULATIONS AND GOVERNMENTAL REQUIREMENTS RELATING TO HAZARDOUS MATERIALS, REGARDLESS OF WHETHER OR NOT CAUSED BY OR WITHIN THE CONTROL OF OWNER OR THE DEPARTMENT. 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 ANY IMPROVEMENTS NOW OR HEREAFTER SITUATED ON THE PROPERTY OR ELSEWHERE, AND THE COST OF REPAIR OR REMEDIATION OF ANY SUCH IMPROVEMENTS; (IV) THE COST OF ANY ACTIVITY REQUIRED BY ANY GOVERNMENTAL AUTHORITY; (V) 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 (VI) THE IMPOSITION OF ANY LIENS ON THE PROPERTY ARISING FROM THE ACTIVITY OF DEVELOPMENT OWNER OR FEE TITLE OWNER OR DEVELOPMENT OWNER OR FEE TITLE OWNER'S PREDECESSORS IN INTEREST ON THE PROPERTY OR FROM THE EXISTENCE OF HAZARDOUS MATERIALS UPON THE PROPERTY OR HAZARDOUS MATERIALS CONTAMINATION. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE FOREGOING INDEMNITY SHALL NOT APPLY TO (I) MATTERS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF DEPARTMENT, OR ANY EMPLOYEE, AGENT OR INVITEE OF DEPARTMENT, OR (II) MATTERS RESULTING FROM THE ACTIONS OF DEPARTMENT, OR ANY EMPLOYEE, AGENT OR INVITEE OF DEPARTMENT TAKEN AFTER DEPARTMENT OR ANY THIRD PARTY HAS TAKEN TITLE TO, OR EXCLUSIVE POSSESSION OF, THE PROPERTY. The covenants and agreements contained in this Section 10.8 Tenant's obligations hereunder shall survive the consummation termination of the transactions contemplated by this AgreementLease.

Hazardous Materials Indemnification. Owner agrees (i) that Owner Tenant shall not receiveindemnify, storedefend and hold Port, dispose City and their Agents harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or release any losses which arise during or after the Term of this Lease or during or after Tenant's prior occupancy of the Premises as a result of the Handling of Hazardous Materials on the Premises by Tenant, its Agents or to Invitees, including without limitation, all costs of investigating and remediating the Property same, damages for diminution in the value of the Premises, damages for the loss or transport restriction on use of rentable or usable space or of any amenity of the Premises, damages arising from any adverse impact on marketing of any such space and sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees. This indemnification of Port and City by Tenant includes, but is not limited to, costs incurred in connection with any investigation of site conditions or any clean-up, remediation, removal or restoration work requested by Port or required by any federal, state or local governmental agency or political subdivision because of Hazardous Material present in the soil or groundwater in, on or under the Premises or in any Improvements as a result of the Release of Hazardous Materials to on the Premises occuring during the Term of this Lease or from during Tenant's prior occupancy of the Property or permit Premises. Without limiting the existence of any Hazardous Materials Contamination; (ii) to give written notice to the Department promptly upon Owner's acquiring knowledge of foregoing, if the presence of any Hazardous Materials on Material in, on, under or about the Property Premises caused or the transport of permitted by Tenant results in any Hazardous Materials to or from the Property or contamination of the existence of any Hazardous Materials ContaminationPremises, with a full description thereof; (iii) promptlyTenant, at Development Owner's its sole cost and expense, promptly shall take all action that is necessary to comply with any Environmental Laws and Regulations and Governmental Requirements requiring return the removal, treatment or disposal Premises to the condition existing prior to the introduction of such Hazardous Materials or Hazardous Materials Contamination and provide the Department with satisfactory evidence of such compliance; (iv) to provide the DepartmentMaterial in, within thirty (30) days after demand by the Departmenton, with financial assurance evidencing to the Department'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; and (v) to ensure that all leases, licenses, and agreements of any kind now or hereafter executed which permit any party to occupy, possess, or use in any way the Property or any part thereof, whether written or oral, include an express prohibition on the disposal or discharge of any Hazardous Materials at or affecting the Property, and a provision that failure to comply with such prohibition shall expressly constitute a default under any such agreement. Owner shall not cause or suffer any liens to be recorded against the Property as a consequence of, or in any way related to, the presence, remediation or disposal of Hazardous Materials in or about the PropertyPremises; provided that Port approval of such actions shall first be obtained, including which approval shall not be unreasonably withheld so long as such actions could not potentially have any so‑called state, federal or local "Superfund" lien relating to such mattersmaterial adverse effect upon the Premises. OWNER SHALL AT ALL TIMES RETAIN ANY AND ALL LIABILITIES ARISING FROM THE PRESENCE, HANDLING, TREATMENT, STORAGE, TRANSPORTATION, REMOVAL OR DISPOSAL OF HAZARDOUS MATERIALS ON THE PROPERTY. REGARDLESS OF WHETHER ANY EVENT OF DEFAULT (AS DEFINED IN SECTION 6.1 OF THIS AGREEMENT) SHALL HAVE OCCURRED AND BE CONTINUING OR ANY REMEDIES IN RESPECT OF THE PROPERTY ARE EXERCISED BY THE DEPARTMENT, OWNER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE DEPARTMENT FROM AND AGAINST ANY AND ALL LIABILITIES (INCLUDING STRICT LIABILITY), SUITS, ACTIONS, CLAIMS, DEMANDS, PENALTIES, DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, CONSEQUENTIAL DAMAGES, INTEREST, PENALTIES, FINES AND MONETARY SANCTIONS), LOSSES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES 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 AGREEMENT) BE INCURRED OR SUFFERED BY THE DEPARTMENT 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 OWNER CONTAINED OR REFERRED TO IN THIS SECTION 4.7 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 ENVIRONMENTAL LAWS AND REGULATIONS AND GOVERNMENTAL REQUIREMENTS RELATING TO HAZARDOUS MATERIALS, REGARDLESS OF WHETHER OR NOT CAUSED BY OR WITHIN THE CONTROL OF OWNER OR THE DEPARTMENT. 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 ANY IMPROVEMENTS NOW OR HEREAFTER SITUATED ON THE PROPERTY OR ELSEWHERE, AND THE COST OF REPAIR OR REMEDIATION OF ANY SUCH IMPROVEMENTS; (IV) THE COST OF ANY ACTIVITY REQUIRED BY ANY GOVERNMENTAL AUTHORITY; (V) 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 (VI) THE IMPOSITION OF ANY LIENS ON THE PROPERTY ARISING FROM THE ACTIVITY OF DEVELOPMENT OWNER OR FEE TITLE OWNER OR DEVELOPMENT OWNER OR FEE TITLE OWNER'S PREDECESSORS IN INTEREST ON THE PROPERTY OR FROM THE EXISTENCE OF HAZARDOUS MATERIALS UPON THE PROPERTY OR HAZARDOUS MATERIALS CONTAMINATION. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE FOREGOING INDEMNITY SHALL NOT APPLY TO (I) MATTERS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF DEPARTMENT, OR ANY EMPLOYEE, AGENT OR INVITEE OF DEPARTMENT, OR (II) MATTERS RESULTING FROM THE ACTIONS OF DEPARTMENT, OR ANY EMPLOYEE, AGENT OR INVITEE OF DEPARTMENT TAKEN AFTER DEPARTMENT OR ANY THIRD PARTY HAS TAKEN TITLE TO, OR EXCLUSIVE POSSESSION OF, THE PROPERTY. The covenants and agreements contained in this Section 10.8 Tenant's obligations hereunder shall survive the consummation termination of the transactions contemplated by this AgreementLease."

Hazardous Materials Indemnification. Owner agrees As used in this Lease, “Hazardous Substances or Waste” are those materials defined by Environmental Laws as such. “Environmental Laws” shall include, but not be limited to, each and every federal, state and local law, statute, code, ordinance, regulation, rule or other requirement of governmental authorities having jurisdiction over the Leased Premises (including, but not limited to, consent decrees and judicial or administrative orders), relating to the environment, including but not limited to, those applicable for the storage, treatment, disposal, handling and release of any Hazardous Substance or Waste, all as amended or modified from time to time. Landlord represents and warrants to Tenant that: (i) that Owner shall not receiveno Hazardous Substances or Waste are present, storeor were installed, dispose exposed, released or release any Hazardous Materials discharged in, on or under the Building or the Leased Premises and (ii) the Leased Premises have been used and operated in compliance with all Environmental Laws. Landlord further represents that it shall, to the Property extent it is within its reasonable control: (a) maintain and operate the Leased Premises in compliance with all Environmental Laws, and (b) comply (or transport cause the compliance) with all orders issued thereunder. Landlord shall indemnify, protect and hold harmless Tenant and each of Tenant’s directors, officers, employees, agents, successors and assigns, from and against any Hazardous Materials and all claims, liabilities, penalties, fines, judgments, forfeitures, losses, costs or expenses (including reasonable attorney’s fees, consultants fees and experts fees) for the death of or injury to any person or damage to any property, or adverse effects on the environment, arising from or caused in whole or in part, directly or indirectly, by: (i) the presence in, on or under the Building or the Leased Premises; or the discharge or release, in or from the Property Building or permit the existence Leased Premises, of any Hazardous Materials ContaminationSubstances or Waste unless such presence, discharge or release is caused by Tenant’s activities on or under the Building or in the Leased Premises; (ii) Landlord’s failure to give written notice to the Department promptly upon Owner's acquiring knowledge of the presence of any Hazardous Materials on the Property or the transport of any Hazardous Materials to or from the Property or of the existence of any Hazardous Materials Contamination, comply with a full description thereofEnvironmental Laws; (iii) promptlymaterial breach by Landlord of its warranties, at Development Owner's sole cost and expenserepresentations, to comply with any Environmental Laws and Regulations and Governmental Requirements requiring the removal, treatment agreements or disposal of such Hazardous Materials or Hazardous Materials Contamination and provide the Department with satisfactory evidence of such compliancecovenants contained in this Lease; (iv) any grossly negligent or willful act or omission of Landlord relating (directly or indirectly) to provide this Lease, the Department, within thirty (30) days after demand by tenancy created under this Lease or the Department, with financial assurance evidencing to the Department'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 thereofLeased Premises; and (v) any violation of CERCLA or any other Environmental Laws now in effect or hereinafter enacted, by Landlord or Landlord’s subcontractor and their respective officers, directors, agents and employees. For the purposes of this indemnity the acts or omissions of Landlord or its permittees, whether or not they are negligent, intentional, willful or unlawful, shall be attributable to ensure that all leases, licensesLandlord, and agreements Landlord’s obligations shall survive the expiration of the Term and any renewals or extensions thereof. Tenant shall indemnify, protect and hold harmless Landlord and each of Landlord’s partners, directors, officers, employees, agents, successors and assigns from and against any and all claims, liabilities, penalties, fines, judgments, forfeitures, losses, costs or expenses (including reasonable attorney’s fees, consultants fees and experts fees) for the death of or injury to any person or damage to any property, or adverse effects on the environment, arising from or caused in whole or in part, directly or indirectly, by (i) the presence in, on or under the Building or the Leased Premises in violation of any kind now applicable Environmental Laws; or hereafter executed which permit any party to occupythe discharge or release, possessin or from the Building or the Leased Premises, or use in any way the Property or any part thereof, whether written or oral, include an express prohibition on the disposal or discharge of any Hazardous Materials at Substances or affecting Waste provided such presence, discharge or release is caused by Tenant’s activities on or under the Property, and a provision that failure to comply with such prohibition shall expressly constitute a default under any such agreement. Owner shall not cause or suffer any liens to be recorded against the Property as a consequence of, Building or in the Leased Premises in violation of any way related to, the presence, remediation or disposal of Hazardous Materials in or about the Property, including any so‑called state, federal or local "Superfund" lien relating to such matters. OWNER SHALL AT ALL TIMES RETAIN ANY AND ALL LIABILITIES ARISING FROM THE PRESENCE, HANDLING, TREATMENT, STORAGE, TRANSPORTATION, REMOVAL OR DISPOSAL OF HAZARDOUS MATERIALS ON THE PROPERTY. REGARDLESS OF WHETHER ANY EVENT OF DEFAULT (AS DEFINED IN SECTION 6.1 OF THIS AGREEMENT) SHALL HAVE OCCURRED AND BE CONTINUING OR ANY REMEDIES IN RESPECT OF THE PROPERTY ARE EXERCISED BY THE DEPARTMENT, OWNER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE DEPARTMENT FROM AND AGAINST ANY AND ALL LIABILITIES (INCLUDING STRICT LIABILITY), SUITS, ACTIONS, CLAIMS, DEMANDS, PENALTIES, DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, CONSEQUENTIAL DAMAGES, INTEREST, PENALTIES, FINES AND MONETARY SANCTIONS), LOSSES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES 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 AGREEMENT) BE INCURRED OR SUFFERED BY THE DEPARTMENT 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 OWNER CONTAINED OR REFERRED TO IN THIS SECTION 4.7 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 ENVIRONMENTAL LAWS AND REGULATIONS AND GOVERNMENTAL REQUIREMENTS RELATING TO HAZARDOUS MATERIALS, REGARDLESS OF WHETHER OR NOT CAUSED BY OR WITHIN THE CONTROL OF OWNER OR THE DEPARTMENT. SUCH LIABILITIES SHALL INCLUDE, WITHOUT LIMITATION: (I) INJURY OR DEATH TO ANY PERSONapplicable Environmental Laws; (IIii) DAMAGE TO OR LOSS OF THE USE OF ANY PROPERTY; (III) THE COST OF ANY DEMOLITION AND REBUILDING OF ANY IMPROVEMENTS NOW OR HEREAFTER SITUATED ON THE PROPERTY OR ELSEWHEREmaterial breach by Tenant of its warranties, AND THE COST OF REPAIR OR REMEDIATION OF ANY SUCH IMPROVEMENTS; (IV) THE COST OF ANY ACTIVITY REQUIRED BY ANY GOVERNMENTAL AUTHORITY; (V) ANY LAWSUIT BROUGHT OR THREATENEDrepresentations, 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 (VI) THE IMPOSITION OF ANY LIENS ON THE PROPERTY ARISING FROM THE ACTIVITY OF DEVELOPMENT OWNER OR FEE TITLE OWNER OR DEVELOPMENT OWNER OR FEE TITLE OWNER'S PREDECESSORS IN INTEREST ON THE PROPERTY OR FROM THE EXISTENCE OF HAZARDOUS MATERIALS UPON THE PROPERTY OR HAZARDOUS MATERIALS CONTAMINATION. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE FOREGOING INDEMNITY SHALL NOT APPLY TO (I) MATTERS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF DEPARTMENT, OR ANY EMPLOYEE, AGENT OR INVITEE OF DEPARTMENT, OR (II) MATTERS RESULTING FROM THE ACTIONS OF DEPARTMENT, OR ANY EMPLOYEE, AGENT OR INVITEE OF DEPARTMENT TAKEN AFTER DEPARTMENT OR ANY THIRD PARTY HAS TAKEN TITLE TO, OR EXCLUSIVE POSSESSION OF, THE PROPERTY. The agreements or covenants and agreements contained in this Section 10.8 Lease; (iii) any grossly negligent or willful act or omission of Tenant relating (directly or indirectly) to this Lease, the tenancy created under this Lease or the Leased Premises; and (iv) any violation of CERCLA or any other Environmental Laws now in effect or hereinafter enacted, by Tenant or Tenant’s subcontractor and their respective officers, directors, agents and employees. For the purposes of this indemnity the acts or omissions of Tenant or its permittees, whether or not they are negligent, intentional, willful or unlawful, shall be attributable to Tenant, and Tenant’s obligation shall survive the consummation expiration of the transactions contemplated Term and any renewals or extensions thereof. It is understood and agreed that if Landlord or Tenant is involuntarily made a party defendant to any litigation concerning this Lease or the Leased Premises, or concerning any mechanic’s liens or materialman’s liens, then Landlord and Tenant shall protect, defend and hold harmless the other from all loss or damage by this Agreementreason thereof, including reasonable attorney’s fees so incurred by the other in such litigation and all taxable court costs.