Common use of HAZARDOUS MATERIALS INDEMNITY Clause in Contracts

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.

HAZARDOUS MATERIALS INDEMNITY. Each party will comply withSubject to the provisions of Section 39 hereof, Tenant shall Indemnify the Indemnified Parties from and will ensure that its contractors comply withagainst any and all Losses which arise out of or relate in any way to (A) any use, the requirements of that certain Risk Management Plan approved by the Regional Water Quality Control Board for the San Francisco Bay Region in May 1999Handling, covering among other propertiesproduction, the Mission Bay Parks (the “RMP”) as it relates to any of their activities which may disturb the soil transportation, disposal, storage or groundwater under the Mission Bay Parks. The Port and RPD will promptly notify the other and OCII if there is a release Release of any Hazardous Substance, as defined below, Materials in or around on the Mission Bay Parks. The Port Premises at any time during the Term of the Lease and RPD will cooperate in before the surrender of the Premises by Tenant, whether by Tenant, it Agents, Invitees or any action against the party responsible for the release. The City shall Indemnify Subtenants (as defined in Section 10) OCII other than Landlord and its Agents from and Invitees); (B) any Claims failure by Tenant, its Agents, Invitees or Subtenants (as defined other than Landlord and its Agents and Invitees) to comply with applicable Hazardous Materials Laws; or (C) any failure by Tenant to comply with the obligations contained in Section 10) resulting 18.1. Notwithstanding the foregoing, in no event shall Tenant have any indemnity obligations hereunder with respect to Losses arising from or related in any spillingway to any use, leakingHandling, pumpingproduction, pouringtransportation, emittingdisposal, emptying, discharging, injecting, escaping, leaching, dumping, storage or disposing Release of Hazardous SubstanceMaterials located in, into on or under the environment Premises as of July 1, 2011 (“Release”) or threatened Release of a Hazardous Substance and any increase in the concentrations thereof which may occur after July 1, 2011). Further notwithstanding the foregoing, the foregoing indemnity shall not apply to any and all Losses 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 arising out 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 Landlord, City or their respective agents or employees. All such Losses within the scope of this Section shall constitute Additional Rent owing from Tenant to Landlord hereunder and shall be due and payable from time to time immediately upon Landlord's request, as incurred. Tenant understands and agrees that its agentsliability to the Indemnified Parties shall arise upon the earlier to occur of (a) discovery of any such Hazardous Materials on, employees, officers, contractorsunder or about the Premises, or invitees. “Hazardous Substance” shall have (b) the meaning defined in the OPAs. OCII’s obligation to indemnify City and its Agents as it relates to institution of any Hazardous Materials contained in Claim with respect to such Hazardous Materials, and not upon the Agency Ground Lease shall survive the termination realization of the Agency Ground Lease for all Claims arising from loss or connected with circumstances, actions or omissions that occurred prior to the date of termination of the Agency Ground Leasedamage.

HAZARDOUS MATERIALS INDEMNITY. Each party will comply withManagement Contractor shall indemnify, defend 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 hold 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 harmless from any Claims (and all claims, judgements, damages, penalties, fines, costs, liabilities or losses which arise during or after the term of this Agreement as defined in Section 10) resulting from any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing a result of the handling of Hazardous SubstanceMaterials on the Facility by Management Contractor, 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, officersinvitees and licensees including without limitation, contractorsall costs of investigating and remediating the same, damages for diminution in value of the Facility, damages for the loss or inviteesrestriction on use of rentable or usable space or of any amenity of the Facility, 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. “Hazardous Substance” shall have the meaning defined This indemnification of Port and City by Management Contractor includes, but is not limited to, cost 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 OPAs. OCII’s obligation to indemnify City and its Agents as it relates to soil or groundwater in, on or under the Facility or in any improvements which Hazardous Materials contained were introduced on the Facility during Management Contractor’s occupancy thereof by any party other than Port, City or their Agents. Without limiting the foregoing, if the presence of any Hazardous Material in, on, under or about the Facility caused or permitted by Management Contractor results in the Agency Ground Lease shall survive the termination any contamination of the Agency Ground Lease for Facility, Management Contractor, at its sole expense, promptly shall take all Claims arising from or connected with circumstances, actions or omissions action that occurred is necessary to return the Facility to the condition existing prior to the date introduction of termination such Hazardous Material in, on, under or about the Facility provided that Port approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions could not potentially have any material adverse effect upon the Agency Ground LeaseFacility.

HAZARDOUS MATERIALS INDEMNITY. Each party will comply withTenant shall indemnify, defend and will ensure that its contractors comply withhold the Indemnified Parties harmless from any and all Claims which arise during or after the Term of this Lease as a result of the presence, Handling, Release, or threatened Release of Hazardous Materials on the requirements Premises during Tenant's occupancy of that certain Risk Management Plan approved the Premises, except where such presence is caused by the Regional Water Quality Control Board sole negligence or willful misconduct of the Indemnified Parties and Tenant has not exacerbated the Hazardous Material condition. Tenant's obligation to indemnify, defend and hold the Indemnified Parties harmless shall include without limitation, all costs of investigating and remediating the same, damages for diminution in the value of the Premises, damages for the San Francisco Bay Region loss or 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 May 1999settlement of Claims, covering among other propertiesattorneys' fees, consultant fees and expert fees. This indemnification of the Mission Bay Parks (the “RMP”) as it relates to Indemnified Parties by Tenant includes, but is not limited to, costs incurred in connection with any investigation of their activities which may disturb 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 present in the soil or groundwater in, on, under or about 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 Premises or around the Mission Bay Parks. The Port and RPD will cooperate in any action against portion of the party responsible for Facility or Improvements, which Hazardous Materials were introduced or Released in, on, under or about 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 spillingPremises during Tenant's occupancy, 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 except where such Release or threatened Release presence is directly created or aggravated caused 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 sole negligence or willful or other actionable misconduct of OCII or its agents, employees, officers, contractors, or inviteesthe Indemnified Parties. “Hazardous Substance” shall have the meaning defined in the OPAs. OCII’s Tenant's obligation to indemnify City indemnify, defend and its Agents as it relates to Hazardous Materials contained in hold the Agency Ground Lease Indemnified Parties harmless shall include without limitation, any and all causes other than the sole negligence or willful misconduct of the Indemnified Parties. Tenant's obligations hereunder shall survive the expiration or earlier 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 this Lease.