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 Without limiting the Subsidiary Borrowers each hereby agree to indemnifyindemnity in Section 12.1, hold harmless and defend (by counsel reasonably satisfactory to Tenant shall Indemnify the Agent) each of the Lenders and their respective directors, officers, employees, agents, successors and assigns Indemnified Parties from and against any and all claimsLosses which arise out of or relate in any way to any use, lossesHandling, damagesproduction, liabilitiestransportation, finesdisposal, penalties storage or Release of any Hazardous Materials in or on the Premises at any time during the Term of the Lease and chargesbefore the surrender of the Premises by Tenant, resulting from whether by Tenant, any administrative Subtenants or any other Person (other than Agency and judicial proceedings its Agents and ordersInvitees) directly or indirectly arising out of (A) the Handling, judgmentstransportation or Release of Hazardous Materials by Tenant, its Agents, Invitees or any Subtenants or any Person on or about the Premises (other than Agency and its Agents and Invitees), (B) any failure by Tenant, its Agents, Invitees or Subtenants (other than Agency and its Agents and Invitees) to comply with Hazardous Materials Laws, or remedial enforcement actions (C) any failure by Tenant to comply with the obligations contained in Section 12.1. All such Losses within the scope of any kindthis Section shall constitute Additional Rent owing from Tenant to Agency hereunder and shall be due and payable from time to time immediately upon Agency’s request, as incurred. Tenant understands and all costs and expenses incurred in connection therewith (including but not limited to reasonable attorneys' fees and expenses agrees that its liability to the extent that Indemnified Parties shall arise upon the defense earlier to occur of (a) discovery 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 about the real property and (ii) any activity carried on Premises or undertaken on the discovery of the disturbance or off exacerbation of 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 titlepre-existing condition, or any third persons at any time occupying or present on (b) the real property, in connection with the handling, treatment, removal, storage, decontamination, clean-up, transport or disposal institution of any Hazardous Materials at any time located or present on or under the real property. The foregoing indemnity shall further apply Claim with respect 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 not upon the realization of whether loss or damage. Notwithstanding the foregoing, Tenant’s indemnity hereunder with respect to any and all Losses occurring from activities on the Access Easement and arising out of the acts or omissions described in (A)-(C) of this Section 10.2 (i) shall be limited to Losses arising directly or indirectly from the wrongful acts or negligent omissions of Tenant or any of such activities were its Agents or will be undertaken in accordance with applicable Laws, Subtenants (but not acts or omissions of Invitees to the foregoing indemnity extent not related to acts or omissions of Tenant or any of its Agents or Subtenants) and (ii) shall not apply to except and exclude any Losses arising from Hazardous Materials located in, on or under the real propertyPremises prior to the Effective Date of this Lease except to the extent that Tenant or its Agents disturbs or exacerbates such pre-existing conditions or to the extent that the Handling or Remediation of such preexisting Hazardous Materials is required by Regulatory Agencies having jurisdiction as a result of activities or uses of the Premises permitted or conducted by Tenant, the presence of which is directly caused by the Agent its Subtenants, Agents or the LendersInvitees.

HAZARDOUS MATERIALS INDEMNITY. The Subject to Section 10.24, Borrower hereby agrees to defend, indemnify 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 Lender, its directors, officers, employees, agents, successors and assigns (including, without limitation, any participants in the Loan) from and against any and all claims, losses, damages, liabilities, finesclaims, penalties and charges, resulting from any administrative and judicial proceedings and ordersactions, judgments, court costs and legal or remedial enforcement actions other expenses (including, without limitation, attorney’s fees and expenses) which Lender may incur as a direct or indirect consequence of (a) any Hazardous Material Claim, (b) any misrepresentation, inaccuracy or breach of any kindrepresentation, warranty or covenant contained or referred to in this Section 6, or (c) the use, generation, manufacture, storage, disposal, threatened disposal, transportation or presence of Hazardous Materials in, on, under or about the Properties or Improvements (collectively, the “Indemnified Matters”). The Indemnified Matters shall include, without limita­tion: (i) the reasonable costs, whether foreseeable or unforeseeable, of any repair, cleanup or detoxification of the Properties which is required by any governmental entity or is 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 expenses incurred in connection therewith (including but not limited to 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 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 obligations to defend, indemnify and hold harmless Lender shall survive the cancellation of the Note and the release, reconveyance or partial reconveyance of any of the Mortgages or other Collateral. Notwithstanding anything contained herein to the contrary, the above indemnities shall not apply to the extent that the defense of any such action has not been assumed by any Loan Party), arising a matter relates to a particular Property and results solely and 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 actions of Lender and (ii) any activity carried on first arises after the date the respective Borrower Party and its Affiliates are dispossessed from such Property, or undertaken on or off with respect to the real property 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 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 Lendersother Loan Documents.

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 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.