Common use of Indemnification and Exculpation Clause in Contracts

Indemnification and Exculpation. 20.1 Except to the extent of the responsibility of Landlord pursuant to Section 20.2 hereof, Tenant agrees to indemnify Landlord, and its partners and affiliates, and their respective shareholders, directors, officers, agents, contractors and employees (collectively, "Landlord's Agents"), against, and to protect, defend, and save them harmless from, all demands, claims, causes of action, liabilities, losses and judgments, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' fees), for death of or injury to person or damage to property arising out of (i) any occurrence in, upon or about the Premises during the term of this Lease, (ii) Tenant's use, occupancy, repairs, maintenance, and improvements of the Premises and all improvements, fixtures, equipment and personal property thereon, and (iii) any act or omission of Tenant, its shareholders, directors, officers, agents, employees, servants, contractors, invitees and subtenants, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord's Agents. Tenant's obligation under this Section 20.1 shall survive the expiration or earlier termination of the term of this Lease. 20.2 Landlord agrees to indemnify Tenant and Tenant's shareholders, directors, officers, agents, and employees (collectively "Tenant's Agents") against and save them harmless from all demands, claims, causes of action, and judgments, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' fees), for death of, or injury to, any person or damage to property arising from or out of any occurrence in, upon, or about the Premises during the term of this Lease if caused by the negligence or willful misconduct of Landlord or Landlord's Agents, except to the extent caused by the negligence or willful misconduct of Tenant or Tenant's Agents. Landlord's obligations under this Section 20.2 shall survive the expiration or earlier termination of the term of this Lease. 20.3 Notwithstanding any provision of Sections 20.1 and 20.2 to the contrary, Landlord shall not be liable to Tenant and Tenant assumes all risk of damage to any fixtures, goods, inventory, merchandise, equipment, records, research, experiments, animals and other living organisms, computer hardware and software, leasehold improvements, and other personal property of any nature whatsoever, and Landlord shall not be liable for injury to Tenant's business or any loss of income therefrom relative to such damage, unless caused by Landlord's or Landlord's Agents' willful misconduct or gross negligence. 20.4 The indemnity obligations of both Landlord and Tenant under this Section 20 shall be satisfied to the extent of proceeds of applicable insurance maintained by the indemnifying party to the extent thereof, and thereafter to proceeds of any applicable insurance maintained by the other party; Landlord and Tenant shall be required to satisfy any such obligation only to the extent it is not satisfied by proceeds of applicable insurance as set forth above. 20.5 Security devices and services, if any, while intended to deter crime, may not in given instances prevent theft or other criminal acts, and it is agreed that Landlord shall not be liable for injuries or losses caused by criminal acts of third parties and the risk that any security device or service may malfunction or otherwise be circumvented by a criminal is assumed by Tenant. Tenant shall at Tenant's cost obtain insurance coverages to the extent Tenant desires protection against such criminal acts. 20.6 Landlord shall not be liable for any damages arising from any act or neglect of any other tenant in the Building or Project. 19 20

Indemnification and Exculpation. 20.1 Except to the extent of the responsibility of Landlord pursuant to Section 20.2 hereof, 28.1. Tenant agrees to indemnify indemnify, save, defend (at Landlord, ’s option and its partners with counsel reasonably acceptable to Landlord) and affiliates, hold the Landlord Indemnitees harmless from and their respective shareholders, directors, officers, agents, contractors and employees (collectively, "Landlord's Agents"), against, and to protect, defend, and save them harmless from, all demands, claims, causes of action, liabilities, losses and judgments, against any and all reasonable expenses incurred in investigating Claims arising from injury or resisting the same (including reasonable attorneys' fees), for death of or injury to any person or damage to any property arising out of (i) any occurrence in, upon occurring within or about the Premises during Premises, the term Property or the Project arising directly or indirectly out of this LeaseTenant’s or Tenant’s employees’, (ii) Tenant's agents’, contractors’, invitees’, licensees’, or sublessees’ use, occupancypresence in, repairs, maintenance, and improvements or occupancy of the Premises and all improvements, fixtures, equipment and personal property thereon, and (iii) or a breach or default by Tenant in the performance of any act or omission of Tenant, its shareholders, directors, officers, agents, employees, servants, contractors, invitees and subtenantsobligations hereunder, except to the extent caused by the Landlord’s negligence or willful misconduct of Landlord or Landlord's Agents. Tenant's obligation under this Section 20.1 shall survive the expiration or earlier termination of the term of this Leasemisconduct. 20.2 Landlord agrees to indemnify Tenant and Tenant's shareholders, directors, officers, agents, and employees (collectively "Tenant's Agents") against and save them harmless from all demands, claims, causes of action, and judgments, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' fees), for death of, or injury to, any person or damage to property arising from or out of any occurrence in, upon, or about the Premises during the term of this Lease if caused by the negligence or willful misconduct of Landlord or Landlord's Agents, except to the extent caused by the negligence or willful misconduct of Tenant or Tenant's Agents28.2. Landlord's obligations under this Section 20.2 shall survive the expiration or earlier termination of the term of this Lease. 20.3 Notwithstanding any provision of Sections 20.1 and 20.2 Section 28.1 to the contrary, Landlord shall not be liable to Tenant for, and Tenant assumes all risk of of, damage to any fixtures, goods, inventory, merchandise, equipment, records, personal property or scientific research, experimentsincluding loss of records kept by Tenant within the Premises and damage or losses caused by fire, animals and other living organismselectrical malfunction, computer hardware and softwaregas explosion or water damage of any type (including broken water lines, leasehold improvementsmalfunctioning fire sprinkler systems, and other roof leaks or stoppages of lines), unless any such loss is due to Landlord’s willful disregard of written notice by Tenant of need for a repair that Landlord is responsible to make for an unreasonable period of time. Tenant further waives any claim for injury to Tenant’s business or loss of income relating to any such damage or destruction of personal property of any nature whatsoever, and as described in this Section. 28.3. Landlord shall not be liable for injury to Tenant's business any damages arising from any act, omission or neglect of any loss other tenant in the Project, or of income therefrom relative to such damage, unless caused by Landlord's or Landlord's Agents' willful misconduct or gross negligenceany other third party. 20.4 The indemnity obligations of both Landlord and 28.4. Tenant under this Section 20 shall be satisfied to the extent of proceeds of applicable insurance maintained by the indemnifying party to the extent thereof, and thereafter to proceeds of any applicable insurance maintained by the other party; Landlord and Tenant shall be required to satisfy any such obligation only to the extent it is not satisfied by proceeds of applicable insurance as set forth above. 20.5 Security acknowledges that security devices and services, if any, while intended to deter crime, may not in given instances prevent theft or other criminal acts, and it is agreed that . Landlord shall not be liable for injuries or losses caused by criminal acts of third parties parties, and Tenant assumes the risk that any security device or service may malfunction or otherwise be circumvented by a criminal is assumed by Tenantcriminal. Tenant shall at Tenant's cost obtain insurance coverages to the extent If Tenant desires protection against such criminal acts, then Tenant shall, at Tenant’s sole cost and expense, obtain appropriate insurance coverage. 20.6 28.5. Except as otherwise provided herein or as may be provided by law in the event of Tenant’s breach of Article 21 or Section 26.1, in no event shall either Landlord shall not or Tenant be liable to the other for any consequential, special or indirect damages arising from any act out of this Lease. 28.6. The provisions of this Article shall survive the expiration or neglect earlier termination of any other tenant in the Building or Project. 19 20this Lease.

Indemnification and Exculpation. 20.1 Except to the extent of the responsibility of Landlord pursuant to Section 20.2 hereof, 18.1 Tenant agrees to indemnify Landlord, Landlord and its partners and affiliates, and their respective shareholderspartners, directors, officers, agents, contractors agents and employees (collectively, "collectively “Landlord's ’s Agents"), ”) against, and to protect, defend, defend and save them harmless from, all demands, claims, causes of actionaction or judgments, liabilitiesand all reasonable expenses incurred in investigating or resisting the same (including reasonable professional fees, losses including without limitation, fees for attorneys, architects, engineers, and environmental consultants), for death of, or injury to, any person or damage to property (i) occurring in, upon or about the Demised Premises, (ii) arising from or out of Tenant’s use and occupancy of the Demised Premises, or (iii) arising from or out of any act or Omission of Tenant, its agents, contractors, employees, servants, tenants and invitees (“Tenant’s Agents”), except if such death or injury, or damage to property is caused by Landlord’s Default. 18.2 Except as otherwise provided in this Article, Landlord agrees to indemnify Tenant and its directors, officers, agents and employees against, and to defend and save then harmless from all demands, claims, causes of action or judgments, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' fees), for death of or injury to person or damage to property arising out of (i) any occurrence in, upon or about the Premises during the term of this Lease, (ii) Tenant's use, occupancy, repairs, maintenance, and improvements of the Premises and all improvements, fixtures, equipment and personal property thereon, and (iii) any act or omission of Tenant, its shareholders, directors, officers, agents, employees, servants, contractors, invitees and subtenants, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord's Agents. Tenant's obligation under this Section 20.1 shall survive the expiration or earlier termination of the term of this Lease. 20.2 Landlord agrees to indemnify Tenant and Tenant's shareholders, directors, officers, agents, and employees (collectively "Tenant's Agents") against and save them harmless from all demands, claims, causes of action, and judgments, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' ’ fees), for death of, or injury to, any person or damage to property arising from or out of any occurrence occurring in, upon, or about the Demised Premises during the term of this Lease if caused by the negligence arising from or willful misconduct out of Landlord or Landlord's Agents, except to the extent caused by the negligence or willful misconduct of Tenant or Tenant's Agents. Landlord's obligations under this Section 20.2 shall survive the expiration or earlier termination of the term of this Lease’s Default. 20.3 18.3 Notwithstanding any provision of Sections 20.1 18.1 and 20.2 18.2 to the contrary, Landlord shall not be liable to Tenant or any other party, and Tenant assumes all risk of damage to any fixturespersonal property, goodsincluding loss of records kept within the Demised Premises, inventoryif the cause of such damage is of a nature which, merchandiseif Tenant had elected to maintain fire and theft insurance with extended coverage and business records endorsement would be a loss subject to settlement by the insurance carrier including but not limited to damage or losses caused by fire, equipment, records, research, experiments, animals electrical malfunctions gas explosion and other living organisms, computer hardware and software, leasehold improvements, and other personal property water damage of any nature whatsoevertype, including but not limited to broken water lines, malfunction of sprinkler systems, roof leakage or Stoppages of lines, unless and Landlord shall not be liable except if such loss is due to Landlord’s Default. Tenant further waives any claim for injury to Tenant's Tenants business or loss of income relating to any such damage or destruction of personal property, including any loss of income therefrom relative to such damage, unless caused by Landlord's or Landlord's Agents' willful misconduct or gross negligence. 20.4 records. The indemnity obligations of both Landlord and Tenant under this Section 20 shall be satisfied foregoing waivers are limited to the extent of proceeds of applicable the insurance maintained by the indemnifying party to the extent thereof, and thereafter to proceeds of any applicable insurance maintained by the other party; Landlord and Tenant shall be required to satisfy any such obligation only to the extent it is not satisfied by proceeds of applicable insurance as set forth abovecoverage described above that could have been obtained. 20.5 Security devices and services, if any, while intended to deter crime, may not in given instances prevent theft or other criminal acts, and it is agreed that Landlord shall not be liable for injuries or losses caused by criminal acts of third parties and the risk that any security device or service may malfunction or otherwise be circumvented by a criminal is assumed by Tenant. Tenant shall at Tenant's cost obtain insurance coverages to the extent Tenant desires protection against such criminal acts. 20.6 Landlord shall not be liable for any damages arising from any act or neglect of any other tenant in the Building or Project. 19 20

Indemnification and Exculpation. 20.1 Except to the extent of the responsibility of Landlord pursuant to Section 20.2 hereof, Tenant agrees to indemnify Landlord, and its partners and affiliates, and their respective shareholders, directors, officers, agents, contractors and employees (collectively, "Landlord's Agents"), against, and to protect, defend, and save them harmless from, all demands, claims, causes of action, liabilities, losses and judgments, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' fees), for death of or injury to person or damage to property arising out of (i) any occurrence in, upon or about the Premises during the term of this Lease, (ii) Tenant's use, occupancy, repairs, maintenance, and improvements of the Premises and all improvements, fixtures, equipment and personal property thereon, and (iii) any act or omission of Tenant, its shareholders, directors, officers, agents, employees, servants, contractors, invitees and subtenants, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord's Agents. Tenant's obligation under this Section 20.1 shall survive the expiration or earlier termination of the term of this Lease. 20.2 Landlord agrees to indemnify Tenant and Tenant's shareholders, directors, officers, agents, and employees (collectively "Tenant's Agents") against and save them harmless from all demands, claims, causes of action, action and judgments, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' fees), for death of, or injury to, any person or damage to property arising from or out of any occurrence in, upon, or about the Premises during the term of this Lease if caused by the negligence or willful misconduct of Landlord or Landlord's Agentsdirectors, except to the extent officers, agents, employees, servants, contractors, invitees and subtenants, unless caused in part by the negligence or willful misconduct of Tenant or Tenant's Agents. Landlord's obligations under this Section 20.2 shall survive the expiration or earlier termination of the term of this Lease. 20.3 Notwithstanding any provision of Sections 20.1 and 20.2 to the contrary, Landlord shall not be liable to Tenant and Tenant assumes all risk of damage to any fixtures, goods, inventory, merchandise, equipment, records, research, experiments, animals and other living organisms, computer hardware and software, leasehold improvements, and other personal property of any nature whatsoever, and Landlord shall not be liable for injury to Tenant's business or any loss of income therefrom relative to such damage, unless caused by Landlord's or Landlord's Agents' willful misconduct or gross negligence. 20.4 The indemnity obligations of both Landlord and Tenant under this Section 20 shall be satisfied to the extent of proceeds of applicable insurance maintained by the indemnifying party to the extent thereof, and thereafter to proceeds of any applicable insurance maintained by the other party; Landlord and Tenant shall be required to satisfy any such obligation only to the extent it is not satisfied by proceeds of applicable insurance as set forth above. 20.5 Security devices and services, if any, while intended to deter crime, crime may not in given instances prevent theft or other criminal acts, acts and it is agreed that Landlord shall not be liable for injuries or losses caused by criminal acts of third parties and the risk that any security device or service may malfunction or otherwise be circumvented by a criminal is assumed by Tenant. Tenant shall at Tenant's cost obtain insurance coverages to the extent Tenant desires protection against such criminal acts. 20.6 Landlord shall not be liable for any damages arising from any act or neglect of any other tenant in the Building or Project. 19 20.

Indemnification and Exculpation. 20.1 Except to the extent of the responsibility of Landlord pursuant to Section 20.2 hereof, 20.1. Tenant hereby indemnifies and agrees to indemnify Landlord, and its partners and affiliates, and their respective shareholders, directors, officers, agents, contractors and employees (collectively, "Landlord's Agents"), against, and to protect, defend, defend and save them Landlord harmless from, from and against any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, liabilities, losses and damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including including, without limitation, reasonable attorneys' fees, charges and disbursements), for injury or death of to person or injury to person or damage to property arising out of (i) any occurrence in, upon occurring within or about the Premises during the term Demised Premises, arising directly or indirectly out of this LeaseTenant's, (ii) Tenantit's useemployees, occupancy, repairs, maintenance, and improvements agents or guests use or occupancy of the Demised Premises and all improvementsor a breach or default by Tenant in the performance of any of its obligations hereunder, fixtures, equipment and personal property thereon, and (iii) any unless caused solely by the willful act or omission of Tenant, its shareholders, directors, officers, agents, employees, servants, contractors, invitees and subtenants, except to the extent caused by the gross negligence or willful misconduct of Landlord or Landlord's Agents. Tenant's obligation under this Section 20.1 shall survive the expiration or earlier termination of the term of this LeaseLandlord. 20.2 Landlord agrees to indemnify Tenant and Tenant's shareholders, directors, officers, agents, and employees (collectively "Tenant's Agents") against and save them harmless from all demands, claims, causes of action, and judgments, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' fees), for death of, or injury to, any person or damage to property arising from or out of any occurrence in, upon, or about the Premises during the term of this Lease if caused by the negligence or willful misconduct of Landlord or Landlord's Agents, except to the extent caused by the negligence or willful misconduct of Tenant or Tenant's Agents20.2. Landlord's obligations under this Section 20.2 shall survive the expiration or earlier termination of the term of this Lease. 20.3 Notwithstanding any provision of Sections 20.1 and 20.2 to the contrary, Landlord shall not be liable to Tenant and Tenant assumes all risk of damage to any fixtures, goods, inventory, merchandise, equipment, records, personal property or scientific research, experimentsincluding loss of records kept within the Demised Premises if the cause of such damage is of a nature which, animals if Tenant had elected to maintain fire and other living organismstheft insurance with extended coverage and business records endorsement available on a commercially reasonable basis, computer hardware and softwarewould be a loss subject to settlement by the insurance carrier, leasehold improvementsincluding, but not limited to, damage or losses caused by fire, electrical malfunctions, gas explosion, and other personal property water damage of any nature whatsoevertype, including, but not limited to, broken water lines, malfunction of fire sprinkler system, roof leakage or stoppages of lines unless and except if such loss is due to willful disregard of Landlord shall not be liable after written notice by Tenant of need for a repair which Landlord is responsible to make for an unreasonable period of time. Tenant further waives any claim for injury to Tenant's business or loss of income relating to any such damage or destruction of personal property including any loss of income therefrom relative to such damage, unless caused by Landlord's or Landlord's Agents' willful misconduct or gross negligencerecords. 20.4 The indemnity obligations of both 20.3. Landlord and shall not be liable to Tenant under this Section 20 shall be satisfied to the extent of proceeds of applicable insurance maintained by the indemnifying party to the extent thereoffor any damages arising from any act, and thereafter to proceeds omission or neglect of any applicable insurance maintained by other tenant in the Building or the Project or of any other party; Landlord and third party provided that the foregoing shall not create any liability of Tenant shall be required to satisfy for any such obligation only to act, omission or neglect of any other tenant in the extent it is not satisfied by proceeds of applicable insurance as set forth aboveBuilding or Project (other than Tenant's subtenants, licensees, invitees, agents or contractors). 20.5 20.4. Security devices and services, if any, while intended to deter crime, crime may not in given instances prevent theft or other criminal acts, acts and it is agreed that Landlord shall not be liable for injuries or losses caused by criminal acts of third parties and the risk that any security device or service may malfunction or otherwise be circumvented by a criminal is assumed by Tenant. Tenant shall at Tenant's cost obtain insurance coverages coverage to the extent Tenant desires protection against such criminal acts. 20.6 Landlord shall not be liable for any damages arising from any act or neglect of any other tenant in the Building or Project. 19 20

Indemnification and Exculpation. 20.1 Except to the extent of the responsibility of Landlord pursuant to Section 20.2 hereof, 20.1. Tenant hereby indemnifies and agrees to indemnify Landlord, and its partners and affiliates, and their respective shareholders, directors, officers, agents, contractors and employees (collectively, "Landlord's Agents"), against, and to protect, defend, defend and save them Landlord harmless from, from and against any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, liabilities, losses and damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including including, without limitation, reasonable attorneys' fees, charges and disbursements), for injury or death of to person or injury to person or damage to property arising out of (i) any occurrence in, upon occurring within or about the Premises during the term Demised Premises, arising directly or indirectly out of this LeaseTenant's, (ii) Tenantit's useemployees, occupancy, repairs, maintenance, and improvements agents or guests use or occupancy of the Demised Premises and all improvementsor a breach or default by Tenant in the performance of any of its obligations hereunder, fixtures, equipment and personal property thereon, and (iii) any unless caused solely by the willful act or omission of Tenant, its shareholders, directors, officers, agents, employees, servants, contractors, invitees and subtenants, except to the extent caused by the gross negligence or willful misconduct of Landlord or Landlord's Agents. Tenant's obligation under this Section 20.1 shall survive the expiration or earlier termination of the term of this LeaseLandlord. 20.2 Landlord agrees to indemnify Tenant and Tenant's shareholders, directors, officers, agents, and employees (collectively "Tenant's Agents") against and save them harmless from all demands, claims, causes of action, and judgments, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' fees), for death of, or injury to, any person or damage to property arising from or out of any occurrence in, upon, or about the Premises during the term of this Lease if caused by the negligence or willful misconduct of Landlord or Landlord's Agents, except to the extent caused by the negligence or willful misconduct of Tenant or Tenant's Agents20.2. Landlord's obligations under this Section 20.2 shall survive the expiration or earlier termination of the term of this Lease. 20.3 Notwithstanding any provision of Sections 20.1 and 20.2 to the contrary, Landlord shall not be liable to Tenant and Tenant assumes all risk of damage to any fixtures, goods, inventory, merchandise, equipment, records, personal property or scientific research, experimentsincluding loss of records kept within the Demised Premises if the cause of such damage is of a nature which, animals if Tenant had elected to maintain fire and other living organismstheft insurance with extended coverage and business records endorsement available on a commercially reasonable basis, computer hardware and softwarewould be a loss subject to settlement by the insurance carrier, leasehold improvementsincluding, but not limited to, damage or losses caused by fire, electrical malfunctions, gas explosion, and other personal property water damage of any nature whatsoevertype, including, but not limited to, broken water lines, malfunction of fire sprinkler system, roof leakage or stoppages of lines, unless and except if such loss is due to Landlord's willful misconduct or the willful disregard of Landlord shall not be liable after written notice by Tenant of need for a repair which Landlord is responsible to make for an unreasonable period of time. Tenant further waives any claim for injury to Tenant's business or loss of income relating to any such damage or destruction of personal property including any loss of income therefrom relative to such damage, unless caused by Landlord's or Landlord's Agents' willful misconduct or gross negligencerecords. 20.4 The indemnity obligations of both 20.3. Landlord and Tenant under this Section 20 shall not be satisfied to the extent of proceeds of applicable insurance maintained by the indemnifying party to the extent thereofliable for any damages arising from any act, and thereafter to proceeds omission or neglect of any applicable insurance maintained by other tenant in the Building or of any other third party; Landlord and Tenant shall be required to satisfy any such obligation only to the extent it is not satisfied by proceeds of applicable insurance as set forth above. 20.5 20.4. Security devices and services, if any, while intended to deter crime, crime may not in given instances prevent theft or other criminal acts, . Tenant acknowledges and it is agreed agrees that Landlord shall not be liable for injuries or losses caused by criminal acts of third parties and the risk that any security device or service may malfunction or otherwise be circumvented by a criminal is assumed by Tenant. Tenant shall at Tenant's cost obtain insurance coverages coverage to the extent Tenant desires protection against such criminal acts. 20.6 Landlord shall not be liable for any damages arising from any act or neglect of any other tenant in the Building or Project. 19 20

Indemnification and Exculpation. 20.1 Except to the extent of the responsibility of Landlord pursuant to Section 20.2 hereof, Tenant agrees to indemnify Landlord, and its partners members and affiliates, and their respective shareholders, directors, officers, agents, contractors and employees (collectively, "“Landlord's ’s Agents"”), against, and to protect, defend, and save them harmless from, all demands, claims, causes of action, liabilities, losses and judgments, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' ’ fees), for death of or injury to person or damage to property arising out of (i) any occurrence in, upon or about the Premises during the term of this Lease, (ii) Tenant's ’s use, occupancy, repairs, maintenance, and improvements of the Premises and all improvements, fixtures, equipment and personal property thereon, and (iii) any act or omission of Tenant, and any act or omission of its shareholders, directors, officers, agents, employees, servants, contractors, invitees and subtenantssubtenants when acting within the scope of their relationship with Tenant, except to the extent unless, in each case, caused in part by the negligence or willful misconduct of Landlord or Landlord's ’s Agents, in which event Tenant shall partially indemnify Landlord and Landlord’s Agents to the extent of Tenant’s or Tenant’s Agents liability. Tenant's ’s obligation under this Section 20.1 shall survive the expiration or earlier termination of the term of this Lease. 20.2 Landlord agrees to indemnify Tenant and Tenant's its affiliates, and their respective shareholders, directors, officers, agents, contractors and and employees (collectively "“Tenant's ’s Agents") against ”), against, and to protect and save them harmless from from, all demands, claims, causes of action, liabilities, losses and judgments, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' ’ fees), for death of, of or injury to, to any person or damage to property arising from or out of any occurrence in, upon, or about the Premises during the term of this Lease if caused by the negligence or willful misconduct of Landlord or Landlord's ’s Agents, except to the extent unless caused in part by the negligence or willful misconduct of Tenant or Tenant's ’s Agents, in which latter case Landlord or Landlord’s Agents shall partially indemnify Tenant and Tenant’s Agents to the extent of Landlord’s or Landlord’s Agents’ liability. Landlord's ’s obligations under this Section 20.2 shall survive the expiration or earlier termination of the term of this Lease. 20.3 Notwithstanding any provision of Sections 20.1 and 20.2 to the contrary, Landlord shall not be liable to Tenant and Tenant assumes all risk of damage to any fixtures, goods, inventory, merchandise, equipment, records, research, experiments, animals and other living organisms, computer hardware and software, leasehold improvements, and other personal property of any nature whatsoever, and Landlord shall not be liable for injury to Tenant's ’s business or any loss of income therefrom relative to such damage, unless caused by Landlord's or Landlord's Agents' willful misconduct or gross negligence. 20.4 The indemnity obligations of both Landlord and Tenant under this Section 20 shall be satisfied to the extent of proceeds of applicable insurance maintained by the indemnifying party to the extent thereof, and thereafter to proceeds of any applicable insurance maintained by the other party; Landlord and Tenant shall be required to satisfy any such obligation only to the extent it is not satisfied by proceeds of applicable insurance as set forth above. 20.5 Security devices and services, if any, while intended to deter crime, crime may not in given instances prevent theft or other criminal acts, acts of third parties and it is agreed that Landlord shall not be liable for injuries or losses caused by criminal acts of third parties and the risk that any security device or service may malfunction or otherwise be circumvented by a criminal is assumed by Tenant. Tenant shall at Tenant's ’s cost obtain insurance coverages coverage to the extent Tenant desires protection against such criminal acts. 20.6 Landlord shall not be liable for any damages arising from any act or neglect of any other tenant in the Building or Project. 19 20.

Indemnification and Exculpation. 20.1 Except to the extent of the responsibility of Landlord pursuant to Section 20.2 hereof, Tenant agrees to indemnify Landlord, and its partners and affiliates, and their respective shareholders, directors, officers, agents, contractors and employees (collectively, "“Landlord's ’s Agents"”), against, and to protect, defend, and save them harmless from, all demands, claims, causes of action, liabilities, losses and judgments, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' ’ fees), for death of or injury to person or damage to property arising out of (i) any occurrence in, upon or about the Premises during the term of this Lease, (ii) Tenant's ’s use, occupancy, repairs, maintenance, and improvements of the Premises and all improvements, fixtures, equipment and personal property thereon, and (iii) any act or omission of Tenant, its shareholders, directors, officers, agents, employees, servants, contractors, invitees and subtenants, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord's ’s Agents. Tenant's ’s obligation under this Section 20.1 shall survive the expiration or earlier termination of the term of this Lease. 20.2 Landlord agrees to indemnify Tenant and Tenant's ’s shareholders, directors, officers, agents, and employees (collectively "“Tenant's ’s Agents"”) against and save them harmless from all demands, claims, causes of action, liabilities, losses and judgments, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' ’ fees), for death of, or injury to, any person or damage to property arising from or out of any occurrence in, upon, or about the Premises during the term of this Lease if caused by the negligence or willful misconduct of Landlord or Landlord's ’s Agents, except to the extent caused by the negligence or willful misconduct of Tenant or Tenant's ’s Agents. Landlord's ’s obligations under this Section 20.2 shall survive the expiration or earlier termination of the term of this Lease. 20.3 Notwithstanding any provision of Sections 20.1 and 20.2 to the contrary, Landlord shall not be liable to Tenant and Tenant assumes all risk of damage to any fixtures, goods, inventory, merchandise, equipment, records, research, experiments, animals and other living organisms, computer hardware and software, leasehold improvements, and other personal property of any nature whatsoever, and Landlord shall not be liable for injury to Tenant's ’s business or any loss of income therefrom relative to such damage, unless caused by Landlord's ’s or Landlord's ’s Agents' ’ willful misconduct or gross negligence. 20.4 The indemnity obligations of both Landlord and Tenant under this Section 20 shall be satisfied to the extent of proceeds of applicable insurance maintained by the indemnifying party to the extent thereof, and thereafter to proceeds of any applicable insurance maintained by the other party; Landlord and Tenant shall be required to satisfy any such obligation only to the extent it is not satisfied by proceeds of applicable insurance as set forth above. 20.5 Security devices and services, if any, while intended to deter crime, may not in given instances prevent theft or other criminal acts, and it is agreed that Landlord shall not be liable for injuries or losses caused by criminal acts of third parties and the risk that any security device or service may malfunction or otherwise be circumvented by a criminal is assumed by Tenant. Tenant shall at Tenant's ’s cost obtain insurance coverages to the extent Tenant desires protection against such criminal acts. 20.6 Landlord shall not be liable for any damages arising from any act or neglect of any other tenant in the Building or Project. 19 20.

Indemnification and Exculpation. 20.1 Except to the extent of the responsibility of Landlord pursuant to Section 20.2 hereof, Tenant agrees to indemnify Landlord, and its partners partners, members and affiliates, and their respective shareholders, directors, officers, agents, contractors and employees (collectively, "Landlord's Agents"), against, and to protect, defend, and save them harmless from, all demands, claims, causes of action, liabilities, losses and judgments, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' fees), for death of or injury to person or damage to property arising out of (i) any occurrence in, upon or about the Premises during the term of this Lease, (ii) Tenant's use, occupancy, repairs, maintenance, and improvements of the Premises and all improvements, fixtures, equipment and personal property thereon, and (iii) any act or omission of Tenant, its shareholders, directors, officers, agents, employees, servants, contractors, invitees and subtenants, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord's Agents. Tenant's obligation under this Section 20.1 shall survive the expiration or earlier termination of the term of this Lease. 20.2 Landlord agrees to indemnify Tenant and Tenant's shareholders, directors, officers, agents, agents and employees (collectively "Tenant's Agents") against and save them harmless from all demands, claims, causes of action, action and judgments, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' fees), for death of, of or injury to, any person or damage to property arising from or out of any occurrence in, upon, upon or about the Premises prior to the term of this Lease, or during the term of this Lease if caused by the negligence or willful misconduct other tortious conduct of Landlord or Landlord's Agentsdirectors, except officers, agents, employees, servants, contractors, invitees and subtenants, but only to the extent not caused by the negligence or willful misconduct other tortious conduct of Tenant or Tenant's Agents. Landlord's obligations under this Section 20.2 shall survive the expiration or earlier termination of the term of this Lease. 20.3 Notwithstanding any provision of Sections 20.1 and 20.2 to the contrary, Landlord shall not be liable to Tenant and Tenant assumes all risk of damage to any fixtures, goods, inventory, merchandise, equipment, records, research, experiments, animals and other living organisms, computer hardware and software, leasehold improvements, and other personal property of any nature whatsoever, and Landlord shall not be liable for injury to Tenant's business or any loss of income therefrom relative to such damage, unless caused by Landlord's or Landlord's Agents' willful misconduct or gross negligence. 20.4 The indemnity obligations of both Landlord and Tenant under this Section 20 shall be satisfied to the extent of proceeds of applicable insurance maintained by the indemnifying party Tenant to the extent thereof, and thereafter to proceeds of any applicable insurance maintained by the other partyLandlord; Landlord and Tenant shall be required to satisfy any such obligation only to the extent it is not satisfied by proceeds of applicable insurance as set forth above. 20.5 Security devices and services, if any, while intended to deter crime, crime may not in given instances prevent theft or other criminal acts, acts and it is agreed that Landlord shall not be liable for injuries or losses caused by criminal acts of third parties and the risk that any security device or service may malfunction or otherwise be circumvented by a criminal is assumed by Tenant. Tenant shall at Tenant's cost obtain insurance coverages to the extent Tenant desires protection against such criminal acts. 20.6 Landlord shall not be liable for any damages arising from any act or neglect of any other tenant in the Building or Project. 19 20

Indemnification and Exculpation. 20.1 Except to the extent of the responsibility of Landlord pursuant to Section 20.2 hereof, Tenant agrees to indemnify Landlord, Landlord and its partners members and affiliates, and their respective shareholders, directors, managers, members, partners, lenders, officers, agents, contractors and employees (collectively, "Landlord's AgentsLANDLORD'S AGENTS"), against, and to protect, defend, and save them harmless from, all demands, claims, causes of action, liabilities, losses and judgments, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' fees), for death of or injury to person or damage to property arising out of (i) any occurrence in, upon or about the Premises during the term of this Lease, (ii) Tenant's use, occupancy, repairs, maintenance, and improvements of the Premises and all improvements, fixtures, equipment and personal property thereon, and (iii) any act or omission of Tenant, its shareholders, directors, officers, agents, employees, servants, contractors, invitees and subtenants, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord's Agents. Tenant's obligation under this Section 20.1 shall survive the expiration or earlier termination of the term of this Lease. 20.2 Landlord agrees to indemnify Tenant and Tenant's shareholders, directors, managers, members, partners, lenders, affiliates, officers, agents, and employees (collectively "Tenant's AgentsTENANT'S AGENTS") against and save them harmless from all demands, claims, causes of action, action and judgments, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' fees), for death of, or injury to, any person or damage to property arising from or out of any occurrence in, upon, or about the Premises during the term of this Lease if to the extent caused by the negligence or willful misconduct of Landlord or Landlord's Agents, except to the extent caused by the negligence or willful misconduct of Tenant or Tenant's Agents. Landlord's obligations under this Section 20.2 shall survive the expiration or earlier termination of the term of this Lease. 20.3 Notwithstanding any provision of Sections 20.1 and 20.2 this Article 20 to the contrary, Landlord shall not be liable to Tenant and Tenant assumes all risk of damage to and loss of any fixtures, goods, inventory, merchandise, equipment, records, research, experiments, animals and other living organisms, computer hardware and software, leasehold improvements, and other personal property of any nature whatsoever, and Landlord shall not be liable for injury to Tenant's business or any loss of income therefrom relative to such damage, unless caused by other than to the extent Landlord receives proceeds of insurance specifically allocated to such damage or loss. Tenant acknowledges that it is Tenant's obligation to procure insurance against any such damages or loss pursuant to Section 21.4, and that it would be impractical for Landlord to procure any such insurance in that the nature of Tenant's business makes the risks uncertain and difficult to underwrite and the potential risks are greater than Landlord is willing to assume. Therefore, regardless of the fault of Landlord's , Landlord shall not be liable for any such damage or Landlord's Agents' willful misconduct loss, other than to the extent Landlord receives proceeds of insurance specifically allocated to such damage or gross negligenceloss. 20.4 The indemnity obligations of both Landlord and Tenant under this Section 20 shall be satisfied to the extent of proceeds of applicable insurance maintained by the indemnifying party to the extent thereof, and thereafter to proceeds of any applicable insurance maintained by the other party; Landlord and Tenant shall be required to satisfy any such obligation only to the extent it is not satisfied by proceeds of applicable insurance as set forth above. 20.5 Security devices and services, if any, while intended to deter crime, crime may not in given instances prevent theft or other criminal acts, acts of third parties and it is agreed that Landlord shall not be liable for injuries or losses caused by criminal acts of third parties and the risk that any security device or service may malfunction or otherwise be circumvented by a criminal is assumed by Tenant, other than such injuries caused by the gross negligence or intentional conduct of the Landlord. Tenant shall at Tenant's cost obtain insurance coverages coverage to the extent Tenant desires protection against such criminal acts. 20.6 Landlord shall not be liable for any damages arising from any act or neglect of any other tenant in the Building or Project. 19 20

Indemnification and Exculpation. 20.1 Except to the extent of the responsibility of Landlord pursuant to Section 20.2 hereof, Tenant agrees to indemnify Landlord, and its partners partners, members and affiliates, and their respective shareholders, directors, officers, agents, contractors and employees (collectively, "“Landlord's ’s Agents"”), against, and to protect, defend, and save them harmless from, all demands, claims, causes of action, liabilities, losses and judgments, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' ’ fees), for death of or injury to person or damage to property arising out of (i) any occurrence in, upon or about the Premises during the term of this Lease, (ii) Tenant's ’s use, occupancy, repairs, maintenance, and improvements of the Premises and all improvements, fixtures, equipment and personal property thereon, and (iii) any act or omission of Tenant, its shareholders, directors, officers, agents, employees, servants, contractors, invitees and subtenants, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord's Agents. Tenant's ’s obligation under this Section 20.1 shall survive the expiration or earlier termination of the term of this Lease. 20.2 Landlord agrees to indemnify Tenant and Tenant's ’s shareholders, directors, officers, agents, and employees (collectively "“Tenant's ’s Agents"”) against and save them harmless from all demands, claims, causes of action, action and judgments, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' ’ fees), for death of, or injury to, any person or damage to property arising from or out of any occurrence in, upon, or about the Premises prior to the term of this Lease, or during the term of this Lease if caused by the negligence or willful misconduct other tortious conduct of Landlord or Landlord's Agents’s directors, except officers, agents, employees, servants, contractors, invitees and subtenants, but only to the extent not caused by the negligence or willful misconduct other tortious conduct of Tenant or Tenant's ’s Agents. Landlord's ’s obligations under this Section 20.2 shall survive the expiration or earlier termination of the term of this Lease. 20.3 Notwithstanding any provision of Sections 20.1 and 20.2 to the contrary, Landlord shall not be liable to Tenant and Tenant assumes all risk of damage to any fixtures, goods, inventory, merchandise, equipment, records, research, experiments, animals and other living organisms, computer hardware and software, leasehold improvements, and other personal property of any nature whatsoever, and Landlord shall not be liable for injury to Tenant's ’s business or any loss of income therefrom relative to such damage, unless caused by Landlord's ’s or Landlord's ’s Agents' ’ willful misconduct or gross negligence. 20.4 The indemnity obligations of both Landlord and Tenant under this Section 20 shall be satisfied to the extent of proceeds of applicable insurance maintained by the indemnifying party Tenant to the extent thereof, and thereafter to proceeds of any applicable insurance maintained by the other partyLandlord; Landlord and Tenant shall be required to satisfy any such obligation only to the extent it is not satisfied by proceeds of applicable insurance as set forth above. 20.5 Security devices and services, if any, while intended to deter crime, crime may not in given instances prevent theft or other criminal acts, acts and it is agreed that Landlord shall not be liable for injuries or losses caused by criminal acts of third parties and the risk that any security device or service may malfunction or otherwise be circumvented by a criminal is assumed by Tenant. Tenant shall at Tenant's ’s cost obtain insurance coverages to the extent Tenant desires protection against such criminal acts. 20.6 Landlord shall not be liable for any damages arising from any act or neglect of any other tenant in the Building or Project. 19 20