HAZARDOUS MATERIALS INDEMNITY. Lessee covenants, represents and warrants to Lessor, its successors and assigns, (i) that it has not used or permitted and will not use or permit the Leased Premises to be used, whether directly or through contractors, agents or tenants, and to the best of Lessee's knowledge and except as disclosed to Lessor in writing, the Leased Premises has not at any time been used for the generating, transporting, treating, storage, manufacture, emission of, or disposal of any dangerous, toxic or hazardous pollutants, chemicals, wastes or substances as defined in the Federal Comprehensive Environmental Response Compensation and Liability Act of 1980 ("CERCLA"), the Federal Resource Conservation and Recovery Act of 1976 ("RCRA"), or any other federal, state or local environmental laws, statutes, regulations, requirements and ordinances ("Hazardous Materials"); (ii) that there have been no investigations or reports involving Lessee, or the Leased Premises by any governmental authority which in any way pertain to Hazardous Materials (iii) that the operation of the Leased Premises has not violated and is not currently violating any federal, state or local law, regulation, ordinance or requirement governing Hazardous Materials; (iv) that the Leased Premises is not listed in the United States Environmental Protection Agency's National Priorities List of Hazardous Waste Sites nor any other list, schedule, log, inventory or record of Hazardous Materials or hazardous waste sites, whether maintained by the United States Government or any state or local agency; and (v) that the Leased Premises will not contain any formaldehyde, urea or asbestos, except as may have been disclosed in writing to Lessor by Lessee at the time of execution and delivery of this Lease. Lessee agrees to indemnify and reimburse Lessor, its successors and assigns, for:
(a) any breach of these representations and warranties, and
(b) any loss, damage, expense or cost arising out of or incurred by Lessor which is the result of a breach of, misstatement of or misrepresentation of the above covenants, representations and warranties, and
(c) any and all liability of any kind whatsoever which Lessor may, for any cause and at any time, sustain or incur by reason of Hazardous Materials discovered on the Leased Premises during the term hereof or placed or released on the Leased Premises by Lessee; together with all attorneys' fees, costs and disbursements incurred in connection with the defense of any action against...
HAZARDOUS MATERIALS INDEMNITY. BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER, ITS DIRECTORS, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND EXPENSES) WHICH LENDER MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY OR IMPROVEMENTS. BORROWER SHALL IMMEDIATELY PAY TO LENDER UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE NOTE. BORROWER'S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER SHALL SURVIVE THE CANCELLATION OF THE NOTE AND THE RELEASE, RECONVEYANCE OR PARTIAL RECONVEYANCE OF THE DEED OF TRUST.
HAZARDOUS MATERIALS INDEMNITY. Lessee shall indemnify, defend (by counsel reasonably acceptable to City), protect and hold the City harmless from and against any and all claims, liabilities, penalties, forfeitures, losses and/or expenses, including, without limitation, diminution in value of the Premises or Project, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premises or Project, damages arising from any adverse impact or marketing of the Premises or Project and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person or damage to any property whatsoever (including, without limitation, groundwater, sewer systems and atmosphere), arising from, or caused or resulting, either prior to or during the Lease Term, in whole or in part, directly or indirectly, by the presence or discharge in, on, under or about the Premises or Project by Xxxxxx, Lessee’s agents, employees, licensees or invitees or at Lessee’s direction, of Hazardous Material, or by Xxxxxx’s failure to comply with any Hazardous Materials Law, whether knowingly or by strict liability. Lessee’s indemnification obligations shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises or Project, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Lease Term. For purposes of the indemnity provided herein, any acts or omissions of Lessee or its employees, agents, customers, sublessees, assignees, contractors or subcontractors of Lessee (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Lessee.
HAZARDOUS MATERIALS INDEMNITY. BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER, LENDER’S PARENTS, SUBSIDIARIES OR AFFILIATES, ANY HOLDER OF OR PARTICIPANT IN THE LOAN, AND ALL DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING (THE “INDEMNITEE^)”) FOR, FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES) WHICH ANY SUCH PARTY MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY, ANY VIOLATION OR CLAIM OF VIOLATION OF ANY HAZARDOUS MATERIALS LAWS WITH RESPECT TO THE PROPERTY, OR ANY INDEMNITY CLAIM BY A THIRD PARTY AGAINST ONE OR MORE INDEMNITEES IN CONNECTION WITH ANY OF THE FOREGOING. Lender shall have the right at any time to appear in, and to participate in as a party if it so elects, and be represented by counsel of its own choice in, any action or proceeding initiated in connection with any Hazardous Materials Laws that affect the Property. Borrower shall immediately pay to Lender upon demand any amounts owing under this indemnity, together with interest from the date the indebtedness arises until paid at the rate of interest applicable to the principal balance of the Note.
HAZARDOUS MATERIALS INDEMNITY. Without limiting any other indemnity provided for in the Loan Documents, Borrower agrees to indemnify the Indemnitees from any claim, liability, loss, cost or expense (including Attorney Costs) directly or indirectly arising out of the use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence of any Hazardous Materials if such Hazardous Materials are on, under, about or relate to Borrower’s Property or operations, so long as such claim, liability, loss, cost or expense arises out of or relates to a Commitment, the use of proceeds of any Loans, any transaction contemplated pursuant to this Agreement, or any relationship or alleged relationship of any Indemnitee to Borrower related to this Agreement.
HAZARDOUS MATERIALS INDEMNITY. (a) In addition to its obligations under Section 14.1, Licensee, for itself and on behalf of its Agents and Invitees, agrees to Indemnify the Indemnified Parties from any and all Claims and Hazardous Material Claims that arise as a result of: (i) any Hazardous Material Condition, and (ii) Licensee's Exacerbation of any Hazardous Material Condition.
(b) Licensee's obligation to Indemnify the Indemnified Parties includes:
(i) costs incurred in connection with any Investigation or Remediation requested by Port or required by any Environmental Regulatory Agency and to restore the affected area to its condition before the Release; (ii) damages for diminution in the value of the License Area or the Facility; (iii) damages for the loss or restriction on use of rentable or usable space or of any amenity of the License Area or the Facility; (iv) damages arising from any adverse impact on marketing the space; (v) sums paid in settlement of Claims, Hazardous Material Claims, Environmental Regulatory Actions, including fines and penalties; (vi) natural resource damages; and (vii) attorneys' fees, consultant fees, expert fees, court costs, and all other litigation, administrative or other judicial or quasi-judicial proceeding expenses. If Port pays any costs within the scope of this section, Licensee must reimburse Port for Port's costs, plus interest at the Interest Rate from the date Port incurs each cost until paid, within three (3) business days after Port's payment demand. Licensee's obligations hereunder shall survive the expiration or earlier termination of this License.
HAZARDOUS MATERIALS INDEMNITY. Borrower hereby agrees to defend, indemnify and hold harmless Lender, its directors, officers, employees, agents, successors and assigns from and against any and all losses, damages, liabilities, claims, actions, judgments, court costs and legal or other expenses (including, without limitation, attorneys’ fees and expenses) which Lender may incur as a direct or indirect consequence of the use, generation, release, manufacture, storage, disposal, threatened disposal, transportation or presence of Hazardous Materials in, on, under or about the Property. Borrower shall immediately pay to Lender upon demand any amounts owing under this indemnity, together with interest from the date the indebtedness arises until paid at the rate of interest applicable to the principal balance of the Note. Borrower’s duty and obligations to defend, indemnify and hold harmless Lender shall survive the cancellation of the Note and the release or partial release of the Mortgage.
HAZARDOUS MATERIALS INDEMNITY. The Borrower and the Subsidiary Borrowers each hereby agree to indemnify, hold harmless and defend (by counsel reasonably satisfactory to the Agent) each of the Lenders and their respective directors, officers, employees, agents, successors and assigns from and against any and all claims, losses, damages, liabilities, fines, penalties and charges, resulting from any administrative and judicial proceedings and orders, judgments, or remedial enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including but not limited to reasonable attorneys' fees and expenses to the extent that the defense of any such action has not been assumed by any Loan Party), arising directly or indirectly, in whole or in part, out of (i) the presence, any release or discharge of any Hazardous Materials on, under or from the real property and (ii) any activity carried on or undertaken on or off the real property by Borrower or any of its Subsidiaries or any of their respective predecessors in title, whether prior to or during the term of this Agreement, and whether by Borrower or any of its Subsidiaries or any of their respective predecessors in title or any employees, agents, contractors or subcontractors of Borrower or any of its Subsidiaries or any of their respective predecessors in title, or any third persons at any time occupying or present on the real property, in connection with the handling, treatment, removal, storage, decontamination, clean-up, transport or disposal of any Hazardous Materials at any time located or present on or under the real property. The foregoing indemnity shall further apply to any residual contamination on or under the real property, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with applicable Laws, but the foregoing indemnity shall not apply to Hazardous Materials on the real property, the presence of which is directly caused by the Agent or the Lenders.
HAZARDOUS MATERIALS INDEMNITY. Tenant shall receive, handle, process, use dispose of and store all Hazardous Materials brought upon, kept, or used in or about the Premises by Tenant or any Tenant Parties in compliance with all Environmental Laws, and Tenant and Tenant Parties shall only store or use on the Premises such Hazardous Materials as may be necessary or useful to Tenant’s Business and only in such amounts as are reasonably necessary and are received, stored, processed, used, disposed of and handled in compliance with the requirements of applicable Environmental Laws. In no event shall Tenant dispose of Hazardous Materials on Landlord’s Property or in any body of water surrounding Landlord’s Property. Notwithstanding the foregoing Landlord consents to the permits listed on Exhibit G attached hereto and made a part hereof, and will not unreasonably withhold its consent to similar permits related to air and water quality, and to the extent that disposal of waste water or emission of air pursuant to such permits is deemed disposal of Hazardous Materials, Landlord hereby consents to such disposal as long s the disposal is made in accordance with the terms of the permit and Environmental Laws. If Tenant breaches the obligations stated in first two sentences of this paragraph (subject to the foregoing sententce), or if Tenant or a Tenant Party otherwise causes a Release (as defined below) of Hazardous Materials (as defined below) on, in or under the Premises (collective a “Tenant Environmental Breach”), then Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitation, sums paid in settlement of claims, attorneys’ fees, consultant fees and expert fees) which arise during or after the Term as a result of such Tenant Environmental Breach (which obligation to defend, indemnify and hold Landlord harmless shall survive the expiration or earlier termination of this Lease). This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any Remediation (as defined below) that Landlord shall be obligated by applicable Environmental Law to make in response to a Tenant Environmental Breach, including costs of any investigations or reports necessary in connection with such Remediation. Without limiting the foregoing, in response to a Tenant Environmental Breach, Tenant shall promptly conduct all Remediation necessary to comply with app...
HAZARDOUS MATERIALS INDEMNITY. Each party will comply with, and will ensure that its contractors comply with, the requirements of that certain Risk Management Plan approved by the Regional Water Quality Control Board for the San Francisco Bay Region in May 1999, covering among other properties, the Mission Bay Parks (the “RMP”) as it relates to any of their activities which may disturb the soil or groundwater under the Mission Bay Parks. The Port and RPD will promptly notify the other and OCII if there is a release of any Hazardous Substance, as defined below, in or around the Mission Bay Parks. The Port and RPD will cooperate in any action against the party responsible for the release. The City shall Indemnify (as defined in Section 10) OCII and its Agents from any Claims (as defined in Section 10) resulting from any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing of Hazardous Substance, into the environment (“Release”) or threatened Release of a Hazardous Substance to the extent that such Release or threatened Release is directly created or aggravated by the specific activities undertaken by the City pursuant to this Agreement or by any breach of or failure to duly perform or observe any term, covenant or agreement in this Agreement to be performed or observed by the City; provided, however, that the City shall have no liability, nor any obligation to Indemnify any person for any such Claim resulting from (x) the discovery or disclosure or any pre-existing condition, (y) the movement of soil or groundwater or other activity undertaken by City, which concerns Hazardous Substances existing prior to the termination of the Agency Ground Lease, or (z) the negligence or willful or other actionable misconduct of OCII or its agents, employees, officers, contractors, or invitees. “Hazardous Substance” shall have the meaning defined in the OPAs. OCII’s obligation to indemnify City and its Agents as it relates to Hazardous Materials contained in the Agency Ground Lease shall survive the termination of the Agency Ground Lease for all Claims arising from or connected with circumstances, actions or omissions that occurred prior to the date of termination of the Agency Ground Lease.
