Common use of HAZARDOUS MATERIALS INDEMNITY Clause in Contracts

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. Lessee shall indemnify, defend (by counsel reasonably acceptable to CityLessor), protect protect, and hold the City Lessor and each of Lessor’s agents, officers, employees, contractors, servants, invitees and guests (collectively, “Lessor’s Agents”) free and harmless from and against any and all claims, actions, administrative proceedings (including informal proceedings), liabilities, penalties, fines, forfeitures, losses and/or interest, losses, costs, expenses, injunctive actions or orders and damages (including, without limitation, diminution in value of the Premises or ProjectPremises, 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” as defined in the Comprehensive Environmental Response, cleanup costsCompensation and Liability Act (“CERCLA”), site assessment costspunitive damages, reasonable attorneys’ fees, reasonable consultant fees and reasonable expert fees), judgments, administrative rulings or orders, fines, costs of orders or death of or injury to any person or damage to any property whatsoever (including, without limitation, groundwaterwater tables, sewer systems and atmosphere), first arising from, or caused or resulting, either prior to or accruing during the Lease TermTerm of this Lease, in whole or in part, directly or indirectly, by the presence or discharge in, on, under or about the Premises, or from the transportation or disposal of any Hazardous Materials to or from the Premises by Lessee or Project by Xxxxxx, Lessee’s agents, employees, licensees or invitees Agents or at Lessee’s direction, of Hazardous Material, or by XxxxxxLessee’s failure to comply with any Hazardous Materials Law, whether knowingly or by knowingly, the standard being one of strict liability. , or from any breach by Lessee of the obligations in this Article 8A. Lessee’s indemnification obligations hereunder 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 ProjectPremises, and the presence and implementation of any closure, remedial action or other required plansplans in connection therewith, and shall survive the expiration of or early termination of the Lease TermTerm of this Lease. For purposes of the indemnity provided herein, any acts or omissions of Lessee Lessee, or its employees, agents, customersAgents, sublessees, assignees, contractors or subcontractors of Lessee (whether or not they are negligent, intentional, intentional willful or unlawful) shall be strictly attributable to Lessee. With respect to the foregoing, Lessee acknowledges that it is familiar with Section 1542 of the California Civil Code which reads “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor....” and hereby releases Lessor and Lessor’s Agents from any unknown claims and waives all rights Lessee may have under Section 1542 of the Civil Code or under any other statute or common law principle of similar effect. Notwithstanding anything to the contrary contained herein, Lessor expressly agrees that Lessee shall not be responsible for any Hazardous Materials existing in, on or below the Premises prior to the earlier of (i) the Commencement Date and (ii) the date of any earlier possession by Lessee.

HAZARDOUS MATERIALS INDEMNITY. Lessee shall Borrower hereby agrees to indemnify, hold harmless and defend (by counsel reasonably acceptable satisfactory to City)the Administrative Agent) each of the Creditors and their respective directors, protect officers, employees, agents, successors and hold the City harmless assigns from and against any and all claims, losses, damages, liabilities, fines, penalties, forfeiturescharges, 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 administrative and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant judicial proceedings and expert feesorders, judgments, administrative rulings or ordersremedial action requirements, finesenforcement actions of any kind, and all costs of death of or injury and expenses incurred in connection therewith (including but not limited to any person or damage to any property whatsoever (including, without limitation, groundwater, sewer systems reasonable attorneys’ fees and atmosphereexpenses), arising from, directly or caused or resulting, either prior to or during the Lease Termindirectly, in whole or in part, directly or indirectly, by out of (i) the presence on or discharge inunder the Real Property of any Hazardous Materials, or any releases or discharges of any Hazardous Materials on, under or about from the Premises Real Property and (ii) any activity carried on or Project undertaken on or off the Real Property by Xxxxxx, Lessee’s agents, employees, licensees Borrower or invitees or at Lessee’s direction, any of Hazardous Material, or by Xxxxxx’s failure to comply with any Hazardous Materials Lawits predecessors in title (including the Tribe), whether knowingly prior to or by strict liability. Lessee’s indemnification obligations shall include, without limitationduring the term of this Agreement, and whether foreseeable by Borrower or unforeseeable, all costs of any required predecessor in title 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 Borrower or any predecessor 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 (whether i) Hazardous Materials on the Real Property, the presence of which is caused by that Creditor or (ii) activities carried on or undertaken by the Creditors, in each case subsequent to its or their entry into the Real Property pursuant to any Leasehold Mortgage (but only to the extent that the same are not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Lesseethe Tribe or the Borrower).

HAZARDOUS MATERIALS INDEMNITY. Lessee shall indemnifyBorrower hereby agrees to defend, defend (by counsel reasonably acceptable to City), protect indemnify and hold harmless Lender, its directors, officers, employees, agents, successors and assigns (including, without limitation, any participants in the City harmless Loan) from and against any and all claimslosses, damages, 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 feesactions, judgments, administrative rulings court costs and legal or orders, fines, costs of death of or injury to any person or damage to any property whatsoever other expenses (including, without limitation, groundwaterattorney's fees and expenses) which Lender may incur as a direct or indirect consequence of (a) any Hazardous Material Claim, sewer systems and atmosphere)(b) any misrepresentation, arising frominaccuracy or breach of any representation, warranty or covenant contained or referred to in this Section 7, or caused (c) the use, generation, manufacture, storage, disposal, threatened disposal, transportation or resulting, either prior to or during the Lease Term, in whole or in part, directly or indirectly, by the presence or discharge of Hazardous Materials in, on, under or about the Premises Property or Project by XxxxxxImprovements (collectively, 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 liabilitythe "Indemnified Matters"). Lessee’s indemnification obligations The Indemnified Matters shall include, without limitation: (i) the reasonable costs, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairsrepair, cleanup or detoxification or decontamination of the Premises Property which is required by any governmental entity or Projectis otherwise necessary to render the Property in compliance with all laws and regulations pertaining to Hazardous Materials; (ii) all other direct or indirect consequential damages (including, 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 hereinwithout limitation, any acts third party tort claims or omissions governmental claims, fines or penalties against Lender, any corporation controlled by Lender, or any of Lessee or its their respective directors, officers, employees, agents, customerssuccessors or assigns); and (iii) all court costs and reasonable attorneys' fees and expenses paid or incurred by Lender, sublesseesany entity controlled by Lender, assigneesor any of their respective directors, contractors officers, employees, agents, successors or subcontractors assigns relating to the subject matter hereof. 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 Lessee (whether 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. Notwithstanding anything contained herein to the contrary, the above indemnities shall not they are negligentapply to the extent that a matter results solely and directly from the actions of Lender and first arises after the date that actual possession or title to the Property is taken by Lender, intentional, willful Lender's nominee or unlawful) shall be strictly attributable to Lesseea successful bidder at a foreclosure sale.

HAZARDOUS MATERIALS INDEMNITY. Lessee shall Borrower hereby agrees to ----------------------------- indemnify, hold harmless and defend (by counsel reasonably acceptable satisfactory to City)the Administrative Agent) each of the Creditors and their respective directors, protect officers, employees, agents, successors and hold the City harmless assigns from and against any and all claims, losses, damages, liabilities, fines, penalties, forfeiturescharges, 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 administrative and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant judicial proceedings and expert feesorders, judgments, administrative rulings or ordersremedial action requirements, finesenforcement actions of any kind, and all costs of death of or injury and expenses incurred in connection therewith (including but not limited to any person or damage to any property whatsoever (including, without limitation, groundwater, sewer systems reasonable attorneys' fees and atmosphereexpenses), arising from, directly or caused or resulting, either prior to or during the Lease Termindirectly, in whole or in part, directly or indirectly, by out of (i) the presence on or discharge inunder the Real Property of any Hazardous Materials, or any releases or discharges of any Hazardous Materials on, under or about from the Premises Real Property and (ii) any activity carried on or Project undertaken on or off the Real Property by Xxxxxx, Lessee’s agents, employees, licensees Borrower or invitees or at Lessee’s direction, any of Hazardous Material, or by Xxxxxx’s failure to comply with any Hazardous Materials Lawits predecessors in title (including the Tribe), whether knowingly prior to or by strict liability. Lessee’s indemnification obligations shall include, without limitationduring the term of this Agreement, and whether foreseeable by Borrower or unforeseeable, all costs of any required predecessor in title 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 Borrower or any predecessor 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 (whether i) Hazardous Materials on the Real Property, the presence of which is caused by that Creditor or (ii) activities carried on or undertaken by the Creditors, in each case subsequent to its or their entry into the Real Property pursuant to the Leasehold Mortgage (but only to the extent that the same are not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Lesseethe Tribe or the Borrower).

HAZARDOUS MATERIALS INDEMNITY. Lessee shall indemnifySubject to Section 10.24, defend (by counsel reasonably acceptable Borrower hereby agrees to City)defend, protect indemnify and hold harmless Lender, its directors, officers, employees, agents, successors and assigns (including, without limitation, any participants in the City harmless Loan) from and against any and all claimslosses, damages, 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 feesactions, judgments, administrative rulings court costs and legal or orders, fines, costs of death of or injury to any person or damage to any property whatsoever other expenses (including, without limitation, groundwaterattorney’s fees and expenses) which Lender may incur as a direct or indirect consequence of (a) any Hazardous Material Claim, sewer systems and atmosphere)(b) any misrepresentation, arising frominaccuracy or breach of any representation, warranty or covenant contained or referred to in this Section 6, or caused (c) the use, generation, manufacture, storage, disposal, threatened disposal, transportation or resulting, either prior to or during the Lease Term, in whole or in part, directly or indirectly, by the presence or discharge of Hazardous Materials in, on, under or about the Premises Properties or Project by XxxxxxImprovements (collectively, 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 liabilitythe “Indemnified Matters”). Lessee’s indemnification obligations The Indemnified Matters shall include, without limitationlimita­tion: (i) the reasonable costs, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairsrepair, cleanup or detoxification or decontamination of the Premises Properties which is required by any governmental entity or Projectis otherwise necessary to render the Properties in compliance with all laws and regulations pertaining to Hazardous Ma­terials; (ii) all other direct or indirect consequen­tial damages (including, without limita­tion, any third party tort claims or governmental claims, fines or penalties against Lender, any corporation con­trolled by Lender, or any of their re­spective directors, officers, employ­ees, agents, successors or assigns); and (iii) all court costs and reasonable attorneys’ fees and expenses paid or incurred by Lender, any entity con­trolled by Lender, or any of their respec­tive directors, officers, employ­ees, agents, successors or assigns relating to the presence subject matter hereof. 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 implementation of any closureobligations to defend, remedial action or other required plans, indemnify and hold harmless Lender shall survive the expiration of or early termination cancellation of the Lease Term. For purposes Note and the release, reconveyance or partial reconveyance of any of the indemnity provided hereinMortgages or other Collateral. Notwithstanding anything contained herein to the contrary, the above indemnities shall not apply to the extent that a matter relates to a particular Property and results solely and directly from the actions of Lender and first arises after the date the respective Borrower Party and its Affiliates are dispossessed from such Property, or with respect to the Fee Properties, first arises after the date the applicable Fee Owner is no longer controlled by Borrower or an Affiliate of Borrower due to a default under the Loan and Lender’s pursuit of its remedies hereunder or under 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 Lesseethe other Loan Documents.