Common use of HAZARDOUS MATERIALS INDEMNITY Clause in Contracts

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. The Borrower and the Subsidiary Borrowers each hereby agree agrees to indemnify, hold harmless and defend (by counsel reasonably satisfactory to the Administrative Agent) each of the Lenders Administrative Agent, the Issuing Bank, the Banks and their respective directors, officers, employees, agents, successors and assigns from and against any and all claims, losses, damages, liabilities, fines, penalties and penalties, charges, resulting from any administrative and judicial proceedings and orders, judgments, or remedial action requirements, 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 PartyBorrower), arising directly or indirectly, in whole or in part, out of (i) the presencepresence on or under the Real Property of any Hazardous Materials, or any release releases or discharge discharges of any Hazardous Materials on, under or from the real property Real Property and (ii) any activity carried on or undertaken on or off the real property 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 predecessor in title or any employees, agents, contractors or subcontractors of Borrower or any of its Subsidiaries or any of their respective predecessors predecessor in title, or any third persons at any time occupying or present on the real propertyReal 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 propertyReal Property. The foregoing indemnity shall further apply to any residual contamination on or under the real propertyReal 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 (i) Hazardous Materials on the real propertyReal Property, the presence of which is directly caused by the Agent Administrative Agent, the Issuing Bank or the LendersBanks or (ii) activities carried on or undertaken by the Administrative Agent, the Issuing Bank or the Banks, in each case subsequent to its or their entry into the Real Property pursuant to foreclosure under the Deed of Trust or the Auxiliary Parking Lot Deed of Trust (but only to the extent that the same are not attributable to the Borrower). Borrower hereby acknowledges and agrees that, notwithstanding any other provision of this Agreement or any of the other Loan Documents to the contrary, the obligations of Borrower under this Section shall be unlimited personal corporate obligations of Borrower and shall not be secured by any deed of trust on the Real Property. Borrower acknowledges that the Banks’ appraisal of the Real Property is such that the Banks are not willing to accept the consequences of inclusion of the obligations under this Section among the obligations secured by any deed of trust and that the Banks would not enter into this Agreement and the transactions contemplated hereby but for the personal corporate liability undertaken by Borrower for such obligations.

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. The Borrower and the Subsidiary Borrowers each hereby agree to Management Contractor shall indemnify, defend and hold Port and City 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, lossesjudgements, damages, liabilitiespenalties, fines, penalties costs, liabilities or losses which arise during or after the term of this Agreement as a result of the handling of Hazardous Materials on the Facility by Management Contractor, its agents, employees, invitees and chargeslicensees including without limitation, resulting all costs of investigating and remediating the same, damages for diminution in value of the Facility, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Facility, damages arising from any administrative and judicial proceedings and orders, judgments, or remedial enforcement actions adverse impact on marketing of any kindsuch space, and all costs sums paid in settlement of claims, attorneys’ fees, consultant fees and expenses expert fees. This indemnification of Port and City by Management Contractor includes, but is not limited to, cost incurred in connection therewith (including but not limited to reasonable attorneys' fees and expenses to the extent that the defense with any investigation of site conditions or any such action has not been assumed clean-up, remediation, removal or restoration work requested by Port or required by any Loan Party)federal, arising directly state or indirectlylocal governmental agency or political subdivision because of hazardous material present in the soil or groundwater in, in whole on or under the Facility or in partany improvements which Hazardous Materials were introduced on the Facility during Management Contractor’s occupancy thereof by any party other than Port, out of (i) City or their Agents. Without limiting the presenceforegoing, any release or discharge if the presence of any Hazardous Materials Material in, on, under or from about the real property and (ii) any activity carried on Facility caused or undertaken on or off the real property permitted by Borrower or any of its Subsidiaries or any of their respective predecessors Management Contractor results 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 generationFacility, useManagement Contractor, handlingat its sole expense, storage, transport or disposal promptly shall take all action that is necessary to return the Facility to the condition existing prior to the introduction of any such Hazardous MaterialsMaterial in, and irrespective of whether any on, under or about the Facility provided that Port approval of such activities were or will actions shall first be undertaken in accordance with applicable Lawsobtained, but the foregoing indemnity which approval shall not apply to Hazardous Materials on be unreasonably withheld so long as such actions could not potentially have any material adverse effect upon the real property, the presence of which is directly caused by the Agent or the LendersFacility.

HAZARDOUS MATERIALS INDEMNITY. The Borrower From and after the Subsidiary Borrowers Close of Escrow as to each hereby agree to Building, Seller shall exonerate, indemnify, protect, defend (with counsel reasonably approved by Buyer) and hold harmless Buyer (or its assignee permitted under Section 19.10 below, if a Building is acquired by a permitted assignee), and defend (by counsel reasonably satisfactory to the Agent) each of the Lenders and their respective directorsits agents, employees, officers, employeesdirectors, agentsshareholders, partners, attorneys, accountants, affiliates, successors and assigns assigns, from and against, and shall reimburse Buyer with respect to, any and all fines, penalties, costs, cleanup charges and assessments levied or assessed against Buyer by any local, state or federal governmental entity, together with any and all claims, lossesdemands, damagescauses of action, loss, damage, 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 court costs) of every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Buyer at any time after the Closing Date and from time to time thereafter (a "Claim") by reason of, or arising from, the extent that the defense presence of any such action has not been assumed by Hazardous Materials or any Loan Party)other environmental contamination on, arising directly under, about or indirectly, in whole or in part, within the Building and which arises out of or is related to (i) the presenceviolation of any applicable federal, any release state or discharge local environmental law with respect to the Building by Seller or anyone occupying or using the Building during Seller's ownership thereof; or (ii) the "release" or "threatened release" of any Hazardous Materials onat, 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 titleBuilding, or any third persons at any time portion or portions thereof, during Seller's ownership of the Building by Seller, its agents, invitees, employees, contractors, subcontractors, licensees, or anyone occupying or present on using the real propertyBuilding or portions thereof during Seller's ownership, in connection with the handling, treatment, removal, storage, decontamination, clean-up, transport or disposal of Seller's failure to remove any Hazardous Materials at any time located or present on or under Substances released by such parties during such period. If Buyer receives actual notice of the real propertyexistence of a Claim for which indemnity is provided hereunder, it shall promptly advise Seller in writing of that Claim and shall provide Seller the opportunity to retain legal counsel (who shall be reasonably approved by Buyer) to defend such claim. The foregoing indemnity This Section 17 shall further apply survive the Closing for all purposes and shall not be deemed 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 have merged into any of such activities were the documents executed 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 Lendersdelivered at Closing.

HAZARDOUS MATERIALS INDEMNITY. The Borrower and the Subsidiary Borrowers each hereby agree agrees to indemnify, ----------------------------- hold harmless and defend (by counsel reasonably satisfactory to the Administrative Agent) each of the Lenders Creditors and their respective directors, officers, employees, agents, successors and assigns from and against any and all claims, losses, damages, liabilities, fines, penalties and penalties, charges, resulting from any administrative and judicial proceedings and orders, judgments, or remedial action requirements, 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 Partyexpenses), arising directly or indirectly, in whole or in part, out of (i) the presencepresence on or under the Real Property of any Hazardous Materials, or any release releases or discharge discharges of any Hazardous Materials on, under or from the real property Real Property and (ii) any activity carried on or undertaken on or off the real property Real Property by Borrower or any of its Subsidiaries or any of their respective predecessors in titletitle (including the Tribe), 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 predecessor in title or any employees, agents, contractors or subcontractors of Borrower or any of its Subsidiaries or any of their respective predecessors predecessor in title, or any third persons at any time occupying or present on the real propertyReal 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 propertyReal Property. The foregoing indemnity shall further apply to any residual contamination on or under the real propertyReal 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 (i) Hazardous Materials on the real propertyReal Property, the presence of which is directly caused by that Creditor or (ii) activities carried on or undertaken by the Agent 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 attributable to the Tribe or the LendersBorrower).

HAZARDOUS MATERIALS INDEMNITY. The Borrower and the Subsidiary Borrowers each hereby agree agrees to indemnify, hold harmless and defend (by counsel reasonably satisfactory to the Administrative Agent) each of the Lenders Administrative Agent, the Issuing Bank, the Banks and their respective directors, officers, employees, agents, successors and assigns from and against any and all claims, losses, damages, liabilities, fines, penalties and penalties, charges, resulting from any administrative and judicial proceedings and orders, judgments, or remedial action requirements, 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 PartyBorrower), arising directly or indirectly, in whole or in part, out of (i) the presencepresence on or under the Real Property of any Hazardous Materials, or any release releases or discharge discharges of any Hazardous Materials on, under or from the real property Real Property and (ii) any activity carried on or undertaken on or off the real property 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 predecessor in title or any employees, agents, contractors or subcontractors of Borrower or any of its Subsidiaries or any of their respective predecessors predecessor in title, or any third persons at any time occupying or present on the real propertyReal 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 propertyReal Property. The foregoing indemnity shall further apply to any residual contamination on or under the real propertyReal 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 (i) Hazardous Materials on the real propertyReal Property, the presence of which is directly caused by the Agent Administrative Agent, the Issuing Bank or the LendersBanks or (ii) activities carried on or undertaken by the Administrative Agent, the Issuing Bank or the Banks, in each case subsequent to its or their entry into the Real Property pursuant to foreclosure under the Deed of Trust (but only to the extent that the same are not attributable to the Borrower). Borrower hereby acknowledges and agrees that, notwithstanding any other provision of this Agreement or any of the other Loan Documents to the contrary, the obligations of Borrower under this Section shall be unlimited personal corporate obligations of Borrower and shall not be secured by any Deed of Trust on the Real Property. Borrower acknowledges that the Banks' appraisal of the Real Property is such that the Banks are not willing to accept the consequences of inclusion of the obligations under this Section among the obligations secured by any Deed of Trust and that the Banks would not enter into this Agreement and the transactions contemplated hereby but for the personal corporate liability undertaken by Borrower for such obligations.

HAZARDOUS MATERIALS INDEMNITY. The Borrower and the Subsidiary Borrowers each hereby agree agrees to ----------------------------- indemnify, hold harmless and defend (by counsel reasonably satisfactory to the Administrative Agent) each of the Lenders Creditors and their respective directors, officers, employees, agents, successors and assigns from and against any and all claims, losses, damages, liabilities, fines, penalties and penalties, charges, resulting from any administrative and judicial proceedings and orders, judgments, or remedial action requirements, 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 Partyexpenses), arising directly or indirectly, in whole or in part, out of (i) the presencepresence on or under the Real Property of any Hazardous Materials, or any release releases or discharge discharges of any Hazardous Materials on, under or from the real property Real Property and (ii) any activity carried on or undertaken on or off the real property Real Property by Borrower or any of its Subsidiaries or any of their respective predecessors in titletitle (including the Tribe), 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 predecessor in title or any employees, agents, contractors or subcontractors of Borrower or any of its Subsidiaries or any of their respective predecessors predecessor in title, or any third persons at any time occupying or present on the real propertyReal 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 propertyReal Property. The foregoing indemnity shall further apply to any residual contamination on or under the real propertyReal 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 (i) Hazardous Materials on the real propertyReal Property, the presence of which is directly caused by that Creditor or (ii) activities carried on or undertaken by the Agent 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 attributable to the Tribe or the LendersBorrower).

HAZARDOUS MATERIALS INDEMNITY. The Company and each Borrower and the Subsidiary Borrowers each hereby agree agrees to indemnify, hold harmless and defend (by counsel reasonably satisfactory to the Administrative Agent) each of the Lenders Creditors and their respective directors, officers, employees, agents, successors and assigns from and against any and all claims, losses, damages, liabilities, fines, penalties and penalties, charges, resulting from any administrative and judicial proceedings and orders, judgments, or remedial action requirements, 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 Partythe Company and the Borrowers), arising directly or indirectly, in whole or in part, out of (i) the presencepresence on or under any owned or leased real property of any Hazardous Materials, or any release releases or discharge discharges of any Hazardous Materials on, under or from the any real property owned or leased by the Company or any of its Restricted Subsidiaries and (ii) any activity carried on or OR undertaken on or off the such owned or leased real property by Borrower the Company 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 whether-by Borrower or any of the Company, its Restricted Subsidiaries or any of their respective predecessors predecessor in title or any employees, agents, contractors or subcontractors of Borrower or any of the Company, its Restricted Subsidiaries or any of their respective predecessors predecessor in title, or any third persons at any time occupying or present on the any owned or leased 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 propertyMaterials. The foregoing indemnity shall further apply to any residual contamination on or under the such owned or leased 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 such real property, the presence of which is directly caused by any Creditor (or their respective agents, employees, or consultants) or activities (other than environmental assessment or response actions) carried on or undertaken by any Creditor, in each case subsequent to their entry into such owned or leased real property pursuant to an exercise of remedies hereunder. The Company and each Borrower hereby acknowledges and agrees that, notwithstanding any other provision of this Agreement or any of the Agent other Loan Documents to the contrary, the obligations of the Company and the Borrowers under this Section shall be unlimited personal corporate obligations of the Company and the Borrowers and shall not be secured by any deed of trust or mortgage on such real property. The Company and each Borrower acknowledges that the Lenders' appraisal of such real property is such that the Lenders are not willing to accept the consequences of inclusion of the Obligations under this Section among the Obligations secured by any deed of trust or mortgage and that the Lenders would not enter into this Agreement and the transactions contemplated hereby but for the personal corporate liability undertaken by the Company and the Borrowers for such Obligations. The Company and each Borrower acknowledges and agrees, for purposes of this Section 12.15, that the phrase "owned or leased real property" includes, without limitation, any real property which is considered to, be in its or any Subsidiary's charge, management or control or otherwise for which the Company or any of its Subsidiaries may be liable or responsible under any Hazardous Materials Law.

HAZARDOUS MATERIALS INDEMNITY. The Borrower and the Subsidiary Borrowers each hereby agree agrees to indemnify, hold harmless and defend (by counsel reasonably satisfactory to the Administrative Agent) each of the Lenders Creditors and their respective directors, officers, employees, agents, successors and assigns from and against any and all claims, losses, damages, liabilities, fines, penalties and penalties, charges, resulting from any administrative and judicial proceedings and orders, judgments, or remedial action requirements, 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 Partyexpenses), arising directly or indirectly, in whole or in part, out of (i) the presencepresence on or under the Real Property of any Hazardous Materials, or any release releases or discharge discharges of any Hazardous Materials on, under or from the real property Real Property and (ii) any activity carried on or undertaken on or off the real property Real Property by the Borrower or any of its Subsidiaries or any of their respective predecessors in titletitle (including the Tribe), whether prior to or during the term of this Agreement, and whether by the Borrower or any of its Subsidiaries or any of their respective predecessors predecessor in title or any employees, agents, contractors or subcontractors of the Borrower or any of its Subsidiaries or any of their respective predecessors predecessor in title, or any third persons at any time occupying or present on the real propertyReal 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 propertyReal Property. The foregoing indemnity shall further apply to any residual contamination on or under the real propertyReal 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 propertyReal Property, the presence of which is directly caused by the Agent or the Lendersthat Creditor.