Common use of Indemnification by Landlord Clause in Contracts

Indemnification by Landlord. Subject to Tenant’s waivers, releases and agreements in this Article 11 and elsewhere in this Lease, and subject to Tenant’s agreements in Section 11.1.2 and the qualifications with reference to the use of the term “negligence” set forth below, in addition to Landlord’s other indemnification obligations in this Lease (including without limitation in Sections 4.5, 5.8, 9.6 and 18.10) Landlord shall, to the fullest extent allowable under the Laws, indemnify, defend and hold harmless Tenant from and against all Claims brought against Tenant by third parties to the extent caused by or resulting from the negligence or willful misconduct of Landlord or any of Landlord’s Agents. For purposes of this indemnification obligation, the term “negligence” shall not include Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this Lease, including, without limitation, Claims caused by, incurred or resulting from Tenant’s operations or by Tenant’s use and occupancy of the Premises, whether relating to its original design or construction, latent defects, alteration, maintenance, or use by Tenant or any person thereon, including, without limitation, supervision or otherwise, or from any breach of, default under, or failure to perform any term or provision of this Lease by Tenant or Tenant’s Agents. In the event that Tenant or Tenant’s Agents caused or contributed to cause the Claims for which indemnity is sought under this Section 11.1.3, the damages and expenses (including, without limitation, reasonable attorneys’ fees) shall be allocated, or reallocated, as the case may be, between the indemnified and the indemnifying party, in such proportion as appropriately reflects the relative fault of the two parties, and the liability of the indemnifying party shall be proportionately reduced. The indemnity provisions in this Section shall survive termination or expiration of this Lease.

Indemnification by Landlord. Subject to Tenant’s waivers, releases and agreements in this Article 11 and elsewhere in this Lease, and subject to Tenant’s agreements in Section 11.1.2 and the qualifications with reference to the use of the term “negligence” set forth below, in addition to Landlord’s other indemnification obligations in this Lease (including without limitation in Sections 4.5, 5.8, 9.6 and 18.10) Landlord shall, to To the fullest extent allowable under the Lawsallowed by law, Landlord shall at all times indemnify, protect, defend (with legal counsel reasonably acceptable to Tenant) and hold Tenant and Tenant's shareholders, officers, directors, partners, employees, affiliates, successors and/or assigns (collectively, "Tenant's Indemnitees") harmless Tenant from against and against all Claims brought against Tenant by third parties to the extent caused by or resulting from the negligence or willful misconduct of Landlord or any of Landlord’s Agents. For purposes of this indemnification obligation, the term “negligence” shall not include Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this Lease, including, without limitation, Claims caused by, incurred or resulting from Tenant’s operations or by Tenant’s use and occupancy of the Premises, whether relating to its original design or construction, latent defects, alteration, maintenance, or use by Tenant or any person thereon, including, without limitation, supervision or otherwise, or from any breach ofand all claims, default undercosts, or failure to perform any term or provision of this Lease by Tenant or Tenant’s Agents. In the event that Tenant or Tenant’s Agents caused or contributed to cause the Claims for which indemnity is sought under this Section 11.1.3liabilities, the actions and damages and expenses (including, without limitation, reasonable attorneys’ fees' fees and costs and costs related to the enforcement of this indemnity provision) shall be allocatedarising from or out of any negligence or wilful misconduct by Landlord or any of the Landlord's Indemnities or Landlord's Agents, in, on, or reallocated, as about the case may be, between the indemnified and the indemnifying party, in such proportion as appropriately reflects the relative fault Premises or any breach by Landlord of the two partiesits obligations under this Lease, and from and against all costs, attorneys' fees, expenses and liabilities incurred in or about any such claim or action or proceeding brought thereon; provided, however, that in no event shall Landlord be obligated to indemnify, defend and hold Tenant or any of Tenant's Indemnitees or Tenant's Agents harmless to the liability extent of any claims, costs, liabilities, actions or damages arising from or out of, or occasioned in whole or in part by, the indemnifying party negligence or wilful misconduct of Tenant, Tenant's Indemnitees or Tenant's Agents or any material default by Tenant under this Lease. In case any action or proceeding be brought against Tenant by reason of any such claim, Landlord, upon notice from Tenant, covenants to defend such action or proceeding by counsel reasonably satisfactory to Tenant. Landlord shall be proportionately reduced. The indemnity provisions in cause the obligations under this Section shall survive termination or expiration 10.7 to be covered under Landlords policy of this Leasecommercial general liability insurance.

Indemnification by Landlord. Subject Except for claims, damage or injury relating to Tenant’s waiversunauthorized entry or failure or lack or breach of security measures, releases and agreements in this Article 11 and elsewhere in this Lease, and subject to Tenant’s agreements in Section 11.1.2 and the qualifications with reference to the use of the term “negligence” set forth below, in addition to Landlord’s other indemnification obligations in this Lease (including without limitation in Sections 4.5, 5.8, 9.6 and 18.10) Landlord shall, to the fullest extent allowable under the Laws, will indemnify, defend and hold harmless Tenant and Tenant’s agents and their respective officers, directors, beneficiaries, shareholders, partners, employees, agents and contractors (the “Parties Indemnified by Landlord”) from and against any and all Claims brought against Tenant loss, damage, claim, demand, liability or expense (including reasonable attorneys’ fees) resulting from claims by third parties to the extent caused by based on any acts or resulting from the negligence or willful misconduct of Landlord or any omissions of Landlord’s Agents, its employees, agents and contractors in connection with the Building. For purposes Landlord will have the right and obligation to assume the defense of any claim covered by this indemnification obligation, the term “negligence” shall not include Landlord’s failure to act in respect indemnity on behalf of matters which are or were the obligation of Tenant under this Lease, including, without limitation, Claims caused by, incurred or resulting from Tenant’s operations or by Tenant’s use and occupancy of the Premises, whether relating to its original design or construction, latent defects, alteration, maintenance, or use by Tenant or any person thereon, including, without limitation, supervision or otherwise, or from any breach of, default under, or failure to perform any term or provision of this Lease by Tenant or Tenant’s Agents. In the event that Tenant or Tenant’s Agents caused or contributed to cause the Claims for which indemnity is sought under this Section 11.1.3, the damages and expenses (including, without limitation, reasonable attorneys’ fees) shall be allocated, or reallocated, as the case may be, between the indemnified both itself and the indemnifying party, in such proportion as appropriately reflects the relative fault of the two partiesParties Indemnified by Landlord, and the liability Parties Indemnified by Landlord may not settle such claim without the consent of Landlord, provided (i) Landlord acknowledges to the Parties Indemnified by Landlord in writing that it is responsible for such claim under the terms of this paragraph and (ii) the lawyers selected by Landlord to handle such defense are reasonably satisfactory to the Parties Indemnified by Landlord and such representation does not result in a conflict of interest for such lawyers. The Parties Indemnified by Landlord may participate in the defense of such claim at their own expense unless Landlord is not representing the Parties Indemnified by Landlord in which case the reasonable expense of the indemnifying party shall Parties Indemnified by Landlord in defending against such claim will be proportionately reducedpaid by Landlord. The indemnity provisions in of this Section shall paragraph will survive the expiration or sooner termination or expiration of this Lease.

Indemnification by Landlord. Subject to Tenant’s waivers, releases and agreements in this Article 11 and elsewhere in this Lease, and subject to Tenant’s agreements in Section 11.1.2 and the qualifications with reference to the use of the term “negligence” set forth below, in addition to Landlord’s other indemnification obligations in this Lease (including without limitation in Sections 4.5, 5.8, 9.6 and 18.10) Landlord shall, to the fullest extent allowable under the Laws, indemnify, defend and hold harmless Tenant from and against all Claims brought against Tenant by third parties to the extent caused by or resulting from the negligence or willful misconduct of Landlord or any of Landlord’s Agents. For purposes of this indemnification obligation, the term “negligence” shall not include Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this Lease, including, without limitation, Claims caused by, incurred or resulting from Tenant’s operations or by Tenant’s use and occupancy of the Premises, whether relating to its original design or construction, latent defects, [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission alteration, maintenance, or use by Tenant or any person thereon, including, without limitation, supervision or otherwise, or from any breach of, default under, or failure to perform any term or provision of this Lease by Tenant or Tenant’s Agents. In the event that Tenant or Tenant’s Agents caused or contributed to cause the Claims for which indemnity is sought under this Section 11.1.3, the damages and expenses (including, without limitation, reasonable attorneys’ fees) shall be allocated, or reallocated, as the case may be, between the indemnified and the indemnifying party, in such proportion as appropriately reflects the relative fault of the two parties, and the liability of the indemnifying party shall be proportionately reduced. The indemnity provisions in this Section shall survive termination or expiration of this Lease.

Indemnification by Landlord. Subject Landlord agrees to defend, hold harmless and indemnify Tenant’s waivers, releases and agreements in this Article 11 and elsewhere in this Leaseits officers, directors, agents, employees, and subject to Tenant’s agreements in Section 11.1.2 and the qualifications with reference to the use of the term “negligence” set forth belowtheir respective agents, in addition to Landlord’s other indemnification obligations in this Lease (including without limitation in Sections 4.5, 5.8, 9.6 and 18.10) Landlord shall, to the fullest extent allowable under the Laws, indemnify, defend and hold harmless Tenant from and against all Claims brought against Tenant by third parties to the extent caused by or resulting from the negligence or willful misconduct of Landlord or any of Landlord’s Agents. For purposes of this indemnification obligation, the term “negligence” shall not include Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this Lease, including, without limitation, Claims caused by, incurred or resulting from Tenant’s operations or by Tenant’s use and occupancy of the Premises, whether relating to its original design or construction, latent defects, alteration, maintenance, or use by Tenant or any person thereon, including, without limitation, supervision or otherwise, or from any breach of, default under, or failure to perform any term or provision of this Lease by Tenant or Tenant’s Agents. In the event that Tenant or Tenant’s Agents caused or contributed to cause the Claims for which indemnity is sought under this Section 11.1.3, the damages and expenses (including, without limitation, reasonable attorneys’ ' fees and other consultants' and experts' fees) shall be allocated, investigation or laboratory fees, court costs and litigation expenses and any cleanup, remedial, removal or restoration work), arising out of, or reallocatedas a result of (a) the presence, as use, disposal, release or threatened release of any Hazardous Materials on, over, under, from or affecting the case may bePremises, between or the indemnified and the indemnifying partyland caused or permitted by, in such proportion as appropriately reflects the relative fault attributed or related to or otherwise arising out of the two parties, use and the liability occupancy of the indemnifying party shall Premises by Landlord or anyone acting by, through or under Landlord (other than Tenant or anyone acting by, through or under Tenant), including without limitation any of Landlord's employees, agents, invitees, licensees, or assignees; (b) the underground migration of Hazardous Materials to the Premises from other sites, which is caused by or attributed or related to Landlord or by anyone acting by, through or under Landlord (other than Tenant or anyone acting by, through or under Tenant); or (c) any violation of or failure to comply with any Laws or any orders, requirements or demands of any applicable governmental authorities which are related to any such presence, use, disposal, release or threatened release of any Hazardous Materials caused or permitted by, or related to or otherwise arising out of the use and occupancy of the Premises by Landlord or by anyone acting by, through or under Landlord (other than Tenant or anyone acting by, through or under Tenant), whether prior to the Effective Date or during the term hereof. Additionally, provided that Tenant does not disturb any asbestos at the Premises, if any asbestos which is present at the Premises as of the date hereof must be proportionately reduced. The indemnity provisions abated at any time during the term hereof in this order to comply with Laws, Landlord shall, at its costs and expense (or, pursuant to Section shall survive termination 20.4(b) of the Master Lease, cause Master Landlord to, at Master Landlord's cost and expense) encapsulate or expiration of this Leaseotherwise abate the same to the extent necessary to comply with such Laws.

Indemnification by Landlord. Other than as expressly set forth in --------------------------- that certain Phase I Environmental Report dated August, 1997 and prepared by CTL/Xxxxxxxx Inc. (a copy of which has been provided to Tenant), Landlord has no actual knowledge of the release or disposal of any Hazardous Substances within the Building Complex and, except for De Minimis Amounts, Landlord shall not cause or permit any Hazardous Substance to be used, stored, generated or disposed of on, in or about the Building Complex in violation of any applicable Environmental Laws. Subject to Tenant’s waivers, releases and agreements in this Article 11 and elsewhere in this Lease, and subject to Tenant’s agreements the waiver set forth in Section 11.1.2 and the qualifications with reference 10.3, Landlord agrees to the use of the term “negligence” set forth below, in addition to Landlord’s other indemnification obligations in this Lease (including without limitation in Sections 4.5, 5.8, 9.6 and 18.10) Landlord shall, to the fullest extent allowable under the Laws, indemnify, defend and hold Tenant harmless Tenant from and against any and all Claims brought claims, damages, fines, judgments, penalties, costs, expenses, liabilities or losses arising from any governmental entity or other third party seeking to enforce against Tenant by third parties or seeking damages from Tenant, or seeking to join Tenant in any legal action pertaining to the extent violation by Landlord of any Environmental Law(s). Subject to the waiver set forth in Section 10.3, Landlord agrees to further indemnify, defend and hold Tenant harmless of and from all liability, loss, damages, costs or expenses on account of bodily injury to the person of Tenant or of any third party rightfully in the Building Complex or property damage of any such third party, where the injuries or property damage are caused by or resulting from the gross negligence or willful misconduct of Landlord or any its agents or employees acting within the scope of Landlord’s Agentstheir employment. For purposes of this indemnification obligationNotwithstanding the foregoing, the term “negligence” indemnification obligations set forth herein shall not include Landlord’s failure be applicable to the extent that the act in respect of matters from which are the indemnity arose was caused by the willful or were the obligation of Tenant under this Lease, including, without limitation, Claims caused by, incurred or resulting from Tenant’s operations or by Tenant’s use and occupancy grossly negligent acts of the Premises, whether relating to its original design or construction, latent defects, alteration, maintenance, or use by Tenant or any person thereon, including, without limitation, supervision or otherwise, or from any breach of, default under, or failure to perform any term or provision of this Lease by Tenant or Tenant’s Agents. In the event that Tenant or Tenant’s Agents caused or contributed to cause the Claims for which indemnity is sought under this Section 11.1.3, the damages and expenses (including, without limitation, reasonable attorneys’ fees) shall be allocated, or reallocated, as the case may be, between the indemnified and the indemnifying party, in such proportion as appropriately reflects the relative fault of the two parties, and the liability of the indemnifying party shall be proportionately reduced. The indemnity provisions set forth in this Section 14.2 shall survive termination not be binding upon any Mortgagee and Tenant shall look solely to the respective landlord when such landlord is finally held to have violated the Environmental Law or expiration of caused injury or damage as set forth above. Neither the predecessor in interest nor the successor in interest to such landlord shall be liable to Tenant for this Leaseindemnity.

Indemnification by Landlord. Subject to Tenant’s waivers, releases and agreements in this Article 11 and elsewhere in this Lease, and subject to Tenant’s agreements in Section 11.1.2 and the qualifications with reference Except to the use extent arising from the negligence or intentional misconduct of the term “negligence” set forth belowTenant or any of its agents, in addition contractors or employees, Landlord hereby agrees to Landlord’s other indemnification obligations in this Lease (including without limitation in Sections 4.5defend, 5.8, 9.6 indemnify and 18.10) Landlord shall, to the fullest extent allowable under the Laws, indemnify, defend save and hold harmless Tenant from and against all Claims brought against Tenant by third parties to the extent caused by of whatever nature (a) arising from any wrongful act, omission or resulting from the negligence or willful misconduct of Landlord or any of Landlord’s Agents. For purposes contractors, licensees, agents, servants or employees, or arising from any accident, injury or damage whatsoever caused to any person, or to the property of this indemnification obligationany person, the term “negligence” shall not include including that of Tenant’s or Landlord’s failure agents or employees, occurring during the Term on or about those portions of the Hotel other than the Leased Property, including any Claim by a third (3rd) person in connection with damage to the Hotel or Landlord’s property located therein or property of any person within the Hotel, (b) arising from any accident, injury or damage occurring outside of the Hotel, where such accident, injury or damage results from a wrongful act in respect or omission on the part of matters which are Landlord or were the obligation of Tenant under this LeaseLandlord’s agents or employees (each, a “Landlord Party”), or (c) arising from any and all Claims by Landlord’s employees, including, without limitation, wrongful termination and/or other Claims caused by, incurred or resulting from Tenantthe termination of Landlord’s operations employees at the Hotel, including such Claims arising due to (i) the failure of Landlord to obtain or by Tenant’s use and occupancy maintain any necessary Approvals, or (ii) a closure of the Premises, whether relating to its original design or construction, latent defects, alteration, maintenancebusiness (other than the Gaming Operations) conducted on the Hotel for any reason, or use by (d) arising as a result of Tenant or (as to Claims described in this clause (d) only) its agents, contractors or employees taking any person thereon, including, without limitation, supervision or otherwise, or direction from any breach ofLandlord Party, default underEVEN (AS TO CLAIMS DESCRIBED IN THIS CLAUSE (d) ONLY) IF SUCH CLAIMS ARISE FROM THE ORDINARY OR SIMPLE NEGLIGENCE OF TENANT OR ANY OF ITS AGENTS, CONTRACTORS OR EMPLOYEES. Landlord further covenants and agrees to defend, indemnify and save and hold harmless Tenant from any and all Claims in connection with or failure to perform arising out of any term or provision of this Lease obligations assumed by Tenant or Tenant’s Agents. In Landlord and accruing after the event that Tenant or Tenant’s Agents caused or contributed to cause the Claims for which indemnity is sought under this Section 11.1.3, the damages and expenses (including, without limitation, reasonable attorneys’ fees) shall be allocated, or reallocated, as the case may be, between the indemnified and the indemnifying party, in such proportion as appropriately reflects the relative fault of the two parties, and the liability of the indemnifying party shall be proportionately reduced. The indemnity provisions in this Section shall survive termination or expiration of this Lease, except for any debts under any obligations or contracts defined as Gaming Expenses or Operating Expenses hereunder, for which Tenant agrees to defend, indemnify and hold Landlord harmless.