Common use of Indemnification by Lessor Clause in Contracts

Indemnification by Lessor. Lessor agrees to indemnify, defend, protect, save and keep harmless Lessee and its Affiliates and their respective officers, directors, shareholders, unitholders, members, partners, managers, agents, employees, representatives, successors and assigns (collectively, the “Lessee Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, demands, claims (including claims involving strict or absolute liability in tort), actions, suits, costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, “Claims”) which may be imposed on, incurred by or asserted against any of the Lessee Indemnified Parties, in any way relating to or arising out of (a) any failure to perform any covenant or agreement made or undertaken by Lessor in this Lease, or (b) the exercise of Lessor’s Parties’ rights and obligations under Section 2.2(b); provided, however, Lessor shall not have any obligation to indemnify the Lessee Indemnified Parties for any such Claim under clauses (a) or (b) to the extent resulting from or arising out of the willful misconduct or negligence of any of the Lessee Indemnified Parties. To the extent that the Lessee Indemnified Parties in fact receive full indemnification payments from Lessor under the indemnification provisions of this Section 10.1, Lessor shall be subrogated to the Lessee Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, IN NO EVENT SHALL LESSOR BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSOR WOULD BE LIABLE UNDER THIS SECTION.

Indemnification by Lessor. Lessor agrees to indemnify, defend, protect, save and keep harmless Lessee and its Affiliates and their respective officers, directors, shareholders, unitholders, members, partners, managers, agents, employees, representatives, successors and assigns (collectively, the “Lessee Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, demands, claims (including claims involving strict or absolute liability in tort), actions, suits, costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, the “Claims”) which may be imposed on, incurred by or asserted against any of the Lessee Indemnified Parties, in any way relating to or arising out of (a) any failure to perform any covenant or agreement made or undertaken by Lessor in this Lease, or (b) the exercise of Lessor’s Parties’ rights and obligations under Section 2.2(b); provided, however, Lessor shall not have any obligation to indemnify the Lessee Indemnified Parties for any such Claim under clauses (a) or (b) to the extent resulting from or arising out of the willful misconduct or negligence (standard negligence or gross negligence) of any of the Lessee Indemnified Parties. To the extent that the Lessee Indemnified Parties in fact receive full indemnification payments from Lessor under the indemnification provisions of this Section 10.1, Lessor shall be subrogated to the Lessee Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, IN NO EVENT SHALL LESSOR BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSOR WOULD BE LIABLE UNDER THIS SECTION.

Indemnification by Lessor. Lessor agrees to indemnify, defend, protect, save and keep harmless Lessee Lessees and its their Affiliates and their respective officers, directors, shareholders, unitholders, members, partners, managers, agents, employees, representatives, successors and assigns (collectively, the “Lessee Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, demands, claims (including claims involving strict or absolute liability in tort), actions, suits, costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, the “Claims”) which may be imposed on, incurred by or asserted against any of the Lessee Indemnified Parties, in any way relating to or arising out of (a) any failure to perform any covenant or agreement made or undertaken by Lessor in this Lease, or (b) the exercise of Lessor’s Parties’ rights and obligations under Section 2.2(b); provided, however, Lessor shall not have any obligation to indemnify the Lessee Indemnified Parties for any such Claim under clauses (a) or (b) to the extent resulting from or arising out of the willful misconduct or negligence (standard negligence or gross negligence) of any of the Lessee Indemnified Parties. To the extent that the Lessee Indemnified Parties in fact receive full indemnification payments from Lessor under the indemnification provisions of this Section 10.1, Lessor shall be subrogated to the Lessee Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, IN NO EVENT SHALL LESSOR BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSOR WOULD BE LIABLE UNDER THIS SECTION.

Indemnification by Lessor. Lessor agrees to indemnify, defend, protectindemnify and hold harmless Lessee, save and keep harmless Lessee and its Affiliates Affiliates, and their respective officers, directors, shareholders, unitholders, members, partners, managers, agentsofficers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Lessee Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, demands, claims (including claims involving strict Liabilities directly or absolute liability in tort), actions, suits, costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, “Claims”) which may be imposed on, incurred by or asserted against any of the Lessee Indemnified Parties, in any way relating to or indirectly arising out of (aа) any failure to perform any covenant or agreement made or undertaken by Lessor in this Lease, but expressly excluding any Liabilties arising pursuant to Lessor’s noncompliance with any Environmental Law or the release of any Hazardous Substance to the extent such Liabilities are addressed pursuant to the Omnibus Agreement, or (b) the exercise of Lessor’s Parties’ rights and obligations under Section 2.2(b); provided, however, Lessor shall not have any obligation to indemnify the Lessee Indemnified Parties for any such Claim Liabilities under clauses (aа) or (b) to the extent resulting from or arising out of the willful misconduct or gross negligence of any of the Lessee Indemnified Parties. To the extent that the Lessee Indemnified Parties in fact receive full indemnification payments from Lessor under the indemnification provisions of this Section 10.1, Lessor shall be subrogated to the Lessee Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARYNotwithstanding the foregoing, IN NO EVENT SHALL LESSOR BE LIABLE FOR INCIDENTALLessor’s liability to the Lessee Indemnified Parties pursuant to this Section 10.1 shall be net of any insurance proceeds actually received by the Lessee Indemnified Party from any Third Party with respect to or on account of the damage or injury which is the subject of the indemnification claim. Lessee agrees that it shall, INDIRECTand shall cause the other Lessee Indemnified Parties to, SPECIAL(i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Lessee Indemnified Parties are entitled with respect to or on account of any such damage or injury, PUNITIVE(ii) notify Lessor of all potential claims against any Third Party for any such insurance proceeds, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSOR WOULD BE LIABLE UNDER THIS SECTIONand (iii) keep Lessor fully informed of the efforts of the Lessee Indemnified Parties in pursuing collection of such insurance proceeds.

Indemnification by Lessor. Lessor hereby agrees to indemnify, defenddefend (by counsel reasonably approved by Lessee), protectand hold harmless Lessee, save and keep harmless Lessee Lessee's descendants, dependents, heirs, executors, administrators, agents, servants, tenants, assigns, lenders, and its Affiliates and successors-in-interest (together with each of their respective officersshareholders, partners, directors, shareholdersofficers, unitholders, members, partners, managersemployees, agents, employees, representatives, successors successors, and assigns (collectivelyassigns), the “Lessee Indemnified Parties”) from and against any suit, proceeding, claim (including without limitation third party claims for personal injury or real or personal property damage), action, judgment, fine, penalty, loss, cost, damage, liability (including without limitation sums paid in settlement of claims), or expense (including but not limited to investigation costs and attorneys' and consultants' fees) arising out of, related to, or in any way connected way with Hazardous Materials released, discharged or placed on or under the Property prior to the Effective Date if arising out of an act or omission of a third party other than an employee or agent of the Lessee, or than one whose act or omission occurs in connection with a contractual relationship with the Lessee. Notwithstanding anything to the contrary in the lease (including without limitation, Lessee's repair obligations, Lessee's obligation to reimburse Lessor for its costs and expenses under various circumstances, and Lessee's duty to comply with laws, rules, and regulations), Lessee shall have no responsibility for and Lessor for itself and its beneficiaries, heirs, personal representatives, successors, and assigns hereby waives and releases any and all liabilities, obligations, losses, damages, penalties, demands, claims (including claims involving strict or absolute liability in tort)claims, actions, suits, proceedings, judgments, losses, costs, personal injuries, damages, liabilities, deficiencies, fines, penalties, damages, attorneys' fees, consultants' fees, investigations, detoxifications, remediations, removals, and expenses of every type and disbursements nature, directly or indirectly arising out of or in connection with, and all rights to join Lessee, its officers, directors, employees, subtenants, successors and assigns in any litigation or proceeding, arising out of or in connection with, any Hazardous Materials which are present on the Premises (including reasonable legal fees and expensesor the soil, groundwater, surface water or ambient air thereof) as of any kind and nature whatsoever (collectively, “Claims”) which may be imposed on, incurred by or asserted against any the delivery of possession of the Premises to Lessee for construction of the Lessee Indemnified PartiesImprovements or which thereafter migrate or percolate into, in any way relating to onto or arising out of (a) any failure to perform any covenant or agreement made or undertaken by Lessor in under the Premises from a source outside the Premises. In this Lease, or (b) the exercise of Lessor’s Parties’ rights and obligations under Section 2.2(b); provided, howeverregard, Lessor shall hereby waives the benefits of California Civil Code Section 1542 which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release which if known by him must have any obligation to indemnify materially affected his settlement with the Lessee Indemnified Parties for any such Claim under clauses (a) or (b) to the extent resulting from or arising out of the willful misconduct or negligence of any of the Lessee Indemnified Parties. To the extent that the Lessee Indemnified Parties in fact receive full indemnification payments from Lessor under the indemnification provisions of this Section 10.1, Lessor shall be subrogated to the Lessee Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, IN NO EVENT SHALL LESSOR BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSOR WOULD BE LIABLE UNDER THIS SECTIONdebtor."

Indemnification by Lessor. Lessor agrees to indemnify, defend, protect, save and keep harmless Lessee and its Affiliates and their respective officers, directors, shareholders, unitholders, members, partners, managers, agents, employees, representatives, successors and assigns (collectively, the “Lessee Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, demands, claims (including claims involving strict or absolute liability in tort), actions, suits, costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, the “Claims”) which may be imposed on, incurred by or asserted against any of the Lessee Indemnified Parties, in any way and to the extent relating to or arising out of (a) any failure to perform any covenant or agreement made or undertaken by Lessor in this Asset Lease, or (b) the exercise of Lessor’s Parties’ rights and obligations under Section 2.2(b)2.2; provided, however, Lessor shall not have any obligation to indemnify the Lessee Indemnified Parties for any such Claim under clauses (a) or (b) to the extent resulting from or arising out of the willful misconduct or negligence (standard negligence or gross negligence) of any of the Lessee Indemnified Parties. To the extent that the Lessee Indemnified Parties in fact receive full indemnification payments from Lessor under the indemnification provisions of this Section 10.111.1, Lessor shall be subrogated to the Lessee Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED SET FORTH IN THIS ASSET LEASE TO THE CONTRARY, IN NO EVENT SHALL LESSOR BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS ASSET LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSOR WOULD BE LIABLE UNDER THIS SECTIONSECTION 11.1.

Indemnification by Lessor. Lessor agrees to indemnify, defend, protectindemnify and hold harmless Lessee, save and keep harmless Lessee and its Affiliates Affiliates, and their respective officers, directors, shareholders, unitholders, members, partners, managers, agentsofficers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Lessee Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, demands, claims (including claims involving strict Liabilities directly or absolute liability in tort), actions, suits, costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, “Claims”) which may be imposed on, incurred by or asserted against any of the Lessee Indemnified Parties, in any way relating to or indirectly arising out of (a) any failure to perform any covenant or agreement made or undertaken by Lessor in this Lease, but expressly excluding any Liabilties arising pursuant to Lessor’s noncompliance with any Environmental Law or the release of any Hazardous Substance to the extent such Liabilities are addressed pursuant to the Omnibus Agreement, or (b) the exercise of Lessor’s Parties’ rights and obligations under Section 2.2(b); provided, however, Lessor shall not have any obligation to indemnify the Lessee Indemnified Parties for any such Claim Liabilities under clauses (a) or (b) to the extent resulting from or arising out of the willful misconduct or gross negligence of any of the Lessee Indemnified Parties. To the extent that the Lessee Indemnified Parties in fact receive full indemnification payments from Lessor under the indemnification provisions of this Section 10.1, Lessor shall be subrogated to the Lessee Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARYNotwithstanding the foregoing, IN NO EVENT SHALL LESSOR BE LIABLE FOR INCIDENTALLessor’s liability to the Lessee Indemnified Parties pursuant to this Section 10.1 shall be net of any insurance proceeds actually received by the Lessee Indemnified Party from any Third Party with respect to or on account of the damage or injury which is the subject of the indemnification claim. Lessee agrees that it shall, INDIRECTand shall cause the other Lessee Indemnified Parties to, SPECIAL(i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Lessee Indemnified Parties are entitled with respect to or on account of any such damage or injury, PUNITIVE(ii) notify Lessor of all potential claims against any Third Party for any such insurance proceeds, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSOR WOULD BE LIABLE UNDER THIS SECTIONand (iii) keep Lessor fully informed of the efforts of the Lessee Indemnified Parties in pursuing collection of such insurance proceeds.

Indemnification by Lessor. Lessor agrees to indemnifywill indemnify Lessee, defendits agents and employees against, protectand hold Lessee, save its agents and keep employees harmless Lessee from any and its Affiliates all demands, claims, causes of action, fines, penalties, damages (excluding punitive and their respective officersconsequential damages), directorslosses, shareholdersliabilities, unitholdersjudgments and expenses (including, memberswithout limitation, partnersreasonable attorneys' fees and court costs) incurred in connection with or arising from: (a) the use or occupancy of the Premises by Lessor or any person claiming under Lessor; (b) any activity, managerswork or thing done or permitted by Lessor in or about the Premises (unless done by Lessee); (c) any acts, omissions or negligence of Lessor, or any person claiming under Lessee, or the employees, agents, contractors, invitees or visitors of Lessor or any such person; (d) any breach, violation or nonperformance by Lessor, or any person claiming under Lessor, or the employees, representativesagents, successors and assigns (collectivelycontractors, the “Lessee Indemnified Parties”) from and against invitees or visitors of Lessor or any and all liabilitiessuch person, obligations, losses, damages, penalties, demands, claims (including claims involving strict or absolute liability in tort), actions, suits, costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever term, covenant or provision of this Lease or the Master Lease or any law, ordinance or governmental requirement of any kind; or (collectively, “Claims”) which may be imposed on, incurred by or asserted against any of the Lessee Indemnified Parties, in any way relating to or arising out of (ae) any failure injury or damage to perform any covenant the person, property or agreement made or undertaken by Lessor in this Lease, or (b) the exercise business of Lessor’s Parties’ rights and obligations , its employees, agents, contractors, invitees, visitors or any other person entering upon the Premises under Section 2.2(b); providedthe express or implied invitation of Lessor. If any action or proceeding is brought against Lessee, howeverits employees or agents by reason of any such claim, Lessor, upon notice from Lessee, will defend the claim at Lessor's expense with counsel reasonably satisfactory to Lessee. Notwithstanding anything to the contrary herein, Lessor shall not have any no obligation to indemnify the Lessee Indemnified Parties for any such Claim under clauses (a) or (b) this Section 7B to the extent resulting the matter for which Lessor would otherwise be required to indemnify Lessee arises from or arising out (i) a breach of this Lease by Lessee, (ii) a breach of the Master Lease by Lessee or (iii) the negligence or willful misconduct of Lessee, its agents or negligence of any of the Lessee Indemnified Parties. To the extent that the Lessee Indemnified Parties in fact receive full indemnification payments from Lessor under the indemnification provisions of this Section 10.1, Lessor shall be subrogated to the Lessee Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, IN NO EVENT SHALL LESSOR BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSOR WOULD BE LIABLE UNDER THIS SECTIONemployees.

Indemnification by Lessor. Lessor LESSOR covenants and agrees to indemnify------------------------- pay, defend, protect, indemnify and save and keep harmless Lessee and its Affiliates and their respective officers, directors, shareholders, unitholders, members, partners, managers, agents, employees, representatives, successors and assigns (collectively, the “Lessee Indemnified Parties”) LESSEE from and against any and all liabilitiesliability, obligationsloss, lossesdamage, damagescost, penalties, demands, claims expense (including claims involving strict or absolute liability in tortall attorneys' fees and expenses of LESSEE), actionscauses of action, suits, costsclaims, expenses and disbursements (including reasonable legal fees and expenses) demands or judgments of any kind and nature whatsoever (collectivelya) arising from any injury to or the death of any person or damage to any property occurring on the Land (or the Premises) caused by LESSOR or its agents, “Claims”) which may be imposed oncontractors, incurred by servants, employees, licensees or asserted against any of the Lessee Indemnified Parties, invitees or in any way relating to or manner arising out of (a) or connected with the use, non-use, condition, possession, operation, maintenance, management or occupation of the Land or any failure to perform any covenant or agreement made or undertaken by Lessor in this Leasepart thereof exclusive of the Premises, or (b) any negligence on the exercise part of Lessor’s Parties’ rights the LESSOR or its agents, contractors, servants, employees, licensees or invitees, or resulting from the violation by LESSOR of any term, condition or covenant of this Lease or of any contract, agreement, restriction, or regulation affecting the Land or the Premises or any part thereof or the ownership, occupancy or use thereof. Promptly upon receipt by LESSEE of any summons, complaints, lawsuit, charge or process in which there shall be asserted any causes of action, suits, claims or demands against which LESSEE is indemnified in this Section 8.02, LESSEE shall promptly cause the same to be transmitted and obligations under Section 2.2(b); provided, however, Lessor delivered to LESSOR. LESSEE shall not have any obligation to indemnify cooperate with LESSOR in the Lessee Indemnified Parties for defense of any such Claim under clauses (a) cause of action, suit, claim or (b) to the extent resulting from or arising out demand. Written notice of the willful misconduct or negligence assertion against LESSEE of any such cause of the Lessee Indemnified Partiesaction, suit, claim or demand shall be delivered by LESSEE to LESSOR promptly after LESSEE receives knowledge thereof. To the extent that the Lessee Indemnified Parties in fact receive full indemnification payments from Lessor The obligations of LESSOR under the indemnification provisions this 8.02 shall survive any termination of this Section 10.1, Lessor shall be subrogated to the Lessee Indemnified Parties’ rights with respect to the transaction Lease and any transfer or event requiring assignment by LESSOR or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, IN NO EVENT SHALL LESSOR BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSOR WOULD BE LIABLE UNDER THIS SECTIONLESSEE of this Lease or any interest hereunder.