Common use of Indemnification by Tenant Clause in Contracts

Indemnification by Tenant. Except to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damages.

Indemnification by Tenant. Except To the fullest extent allowed by law, Tenant shall at all times indemnify, protect, defend with legal counsel reasonably acceptable to Landlord) and hold Landlord and Landlord's shareholders, officers, directors, partners, employees, lender, managing agent, successors and/or assigns (collectively, "Landlord's Indemnities") harmless against and from any and all claims, costs, liabilities, actions and damages (including, without limitation, attorneys' fees and costs and costs related to the enforcement of this indemnity provision) arising from or out of any occurrence in, upon or about the Premises or the occupancy or use by Tenant of the Premises, or the condition of the Premises to the extent caused by any act or omission of Tenant, its agents, contractors, servants, tenants, invitees (i.e. persons directed or requested by Tenant to enter the sole negligencePremises) or licensees (collectively "Tenant's Agents") or arising from any act or negligence of Tenant or Tenant's Agents, gross negligence or willful misconduct of a default by Tenant under this Lease or, to the extent covered by insurance Tenant is required to carry under this Lease, arising from any of the Indemnified Landlord Partiesaccident, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage whatsoever caused to any person, or entity occurring during the Term on of this Lease, in or about the Property Premises, and from and against all costs, attorney's fees, expenses and liabilities incurred in or about any such claim or action or proceeding brought thereon. Notwithstanding the foregoing, Tenant shall not have any liability hereunder or otherwise with respect to any claim, cost, liability, action or damage caused by Tenant the negligence or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors wilful misconduct of Landlord or contractors, and shall, at its own expense, defend, indemnify and save harmless any of Landlord's Indemnitees or Landlord's Agents or any material default by Landlord and the other Indemnified Landlord Parties against all Claims under this Lease. In case any action or proceeding be brought against Landlord and/or the other Indemnified Landlord Partiesby reason of any such claim, for which Tenant is responsible for indemnification hereunderTenant, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice from Landlord, covenants to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable action or proceeding by counsel reasonably satisfactory to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesLandlord.

Indemnification by Tenant. Except as otherwise expressly provided for in this Lease, Tenant shall indemnify, defend and hold Landlord and its members, partners, shareholders, officers, directors, agents, employees and contractors harmless from any and all liability for injury to or death of any person, or loss of or damage to the property of any person, and all actions, claims, demands, costs (including, without limitation, reasonable attorneys’ fees), damages or expenses of any kind arising therefrom which may be brought or made against Landlord or which Landlord may pay or incur by reason of the use, occupancy and enjoyment of the Center by Tenant or any invitees, sublessees, licensees, assignees, employees, agents or contractors of Tenant or holding under Tenant from any cause whatsoever except to the extent caused by the sole negligence, same results from gross negligence or willful misconduct or omission by Landlord or its agents, employees or contractors or from Landlord’s breach of any of the Indemnified Landlord Partiesits obligations under this Lease. Except as otherwise expressly provided for in this Lease, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trusteesits members, and their respective partners, shareholders, officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractorsemployees and contractors shall not be liable for, and shallTenant hereby waives all claims against such persons for, at damages to goods, wares and merchandise in or upon the Center, or for injuries to Tenant, its own expenseagents or third persons in or upon the Center, defend, indemnify and save harmless Landlord and the from any cause whatsoever other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, than gross negligence or willful misconduct or omission by Landlord or any Indemnified Landlord Party (at its optionagents, but without being obligated to do so) may, at the reasonable cost and expense to employees or contractors or Landlord’s breach of its obligations under this Lease. Tenant and upon shall give prompt notice to Tenant in Landlord of any casualty or accident in, on or about the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesCenter.

Indemnification by Tenant. Except to the extent caused by the sole negligenceactions or omissions of Landlord (or its agents, gross negligence employees or willful misconduct of any of the Indemnified Landlord Partiesaffiliates), Tenant shall defendindemnify, indemnify defend (by counsel reasonably acceptable to Landlord), protect, and save harmless hold Landlord and Landlord’s trustees, and their respective officers, managers, agents directorseach of its partners (if applicable), employees, subsidiariesagents, affiliatesattorneys, shareholders, officers, successors and assigns (collectivelyassigns, the “Indemnified Landlord Parties”) free and harmless from and against any and all costs (including reasonable attorneys’ feesclaims, charges and disbursements)actions, causes of action, liabilities, penalties, forfeitures, damages, liabilitieslosses or expenses (including, losseswithout limitation, suits attorneys’ fees and costs through litigation and all appeals) resulting from death of or claims injury to any person or damage to any property whatsoever, arising from or caused in whole or in part, directly or indirectly by (collectivelya) any Tenant Contamination, “Claims”)(b) Tenant’s failure to comply with any Hazardous Materials Laws with respect to Tenant Contamination of the Ground Leased Premises, for bodily or personal injury (c) a breach of any covenant, warranty or property damage occurring during representation of Tenant under this Section 4.2. Tenant’s obligations hereunder shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary repair, clean-up or detoxification or decontamination of the Term on Premises, and the Property caused preparation and implementation of any closure, remedial action or other required plans in connection therewith. For purposes of the indemnity provisions hereof, any acts or omissions of Tenant, or by Tenant or its officers, managersemployees, agents, directorsassignees, subsidiariesTenants, affiliatessublessees, successorscontractors or subcontractors of Tenant or others acting for or on behalf of Tenant (whether or not they are negligent, assignsintentional, invitees, visitors willful or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails unlawful) shall be strictly attributable to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesTenant.

Indemnification by Tenant. Except Tenant hereby agrees to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trusteeshold Landlord harmless from and against any and all losses, and their respective officersliabilities, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements)strict liability, damages, liabilitiesinjuries, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees' fees for attorneys of Landlord's choice, charges costs of any settlement or judgment and disbursementsclaims of any and every kind whatsoever paid, incurred or suffered by, or asserted against Landlord by any person or entity or governmental agency for, with respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from the Premises of any Hazardous Waste (including, without limitation, any losses, liabilities, including strict liability, damages, injuries, expenses, including reasonable attorneys' fees for attorneys of Landlord's choice, costs of any settlement or judgment or claims asserted or arising under any Environmental Law, and any and all other statutes, laws, ordinances, codes, rules, regulations, orders or decrees regulating, with respect to or imposing liability, including strict liability, substances or standards of conduct concerning any Hazardous Waste), regardless of whether within Tenant's contract provided that arise therefromthe foregoing was occasioned by the acts or negligence of Tenant, its agents, employees or licensees. In no event The aforesaid indemnification and hold harmless agreement shall Tenant be liable to benefit Landlord from the date hereof and shall continue notwithstanding any termination of the Lease and, without limiting the generality of the foregoing such obligations shall continue for the benefit of Landlord and. any subsidiary of Landlord during and following any possession of the Premises thereby or any Indemnified Landlord Party under this Lease ownership of the Premises thereby, whether arising by eviction, surrender by Tenant or at law or in equity for punitive damagesotherwise, such indemnification and hold harmless agreement to continue forever.

Indemnification by Tenant. Except Tenant shall and does hereby agree to defend indemnify and hold Landlord harmless from any liabilities, claims, demands, actions, damages, and expenses, including reasonable attorney’s fees and expenses of litigation, arising from Tenant’s use of the Premises or its business operations therein, from any breach or default of Tenant of its obligations under this Lease, or from the negligence or willful misconduct of Tenant, its agents, employees, contractors or invitees; provided, however, Tenant’s obligations hereunder shall not apply to the extent caused by such liabilities, claims, demands, actions, damages or expenses arise solely from the sole negligence, gross negligence or willful misconduct of Landlord. Landlord shall not be liable for injury or damage which may be sustained by the person, goods, merchandise or other personal property of Tenant or any other person in or about the Premises resulting from fire, steam, electricity, gas, water or rain which may leak or flow from or into the Premises, or from the breakage, leakage, obstruction or other defects in the pipes, sprinklers, wires, appliances, plumbing air conditioning or lighting fixtures of the Indemnified Landlord Partiessame, whether such damage or injury results from conditions arising on the Premises or other sources. Tenant shall defend, indemnify and save harmless Landlord hereby assumes all risk of damage to property or injury to persons in or about the Premises from any cause except for the Landlord’s breach of its obligations under this Lease and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified gross negligence or willful misconduct. Tenant shall give Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits prompt notice of any casualty or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant accident in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesPremises.

Indemnification by Tenant. Except to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defendindemnify, indemnify defend (by counsel reasonably acceptable to Landlord), protect, and save harmless Landlord hold Landlord, and each of Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiariesrepresentatives, affiliatesagents, attorneys, successors and assigns assigns, and its directors, officers, partners, representatives, any lender having a lien on or covering the Premises or any part thereof, and any entity or person named or required to be named as an additional insured in Paragraph 14.2 of this Lease, free and harmless from and against any and all claims, actions (collectivelyincluding, without limitation, the “Indemnified Landlord Parties”cost of reasonable investigation and testing, reasonable consultant’s and attorney’s fees, remedial and enforcement actions of any kind, administrative (informal or otherwise) against all costs or judicial proceedings and orders or judgments arising therefrom), causes of action, liabilities, penalties, forfeitures, damages (including including, but not limited to, damages for the loss or restriction or use of rentable space or any amenity of the Premises or the Property, or damages arising from any adverse impact on marketing of space in the Premises or the Property), diminution in the value of the Premises or the Property, fines, injunctive relief, losses or expenses (including, without limitation, reasonable attorneys’ feesfees and costs) or death of or injury to any person or damage to any property whatsoever, charges and disbursements)arising from or caused in whole or in part, damagesdirectly or indirectly by (i) any Tenant’s Contamination, liabilities(ii) Tenant’s or Tenant’s Representatives failure to comply with any Hazardous Materials Laws with respect to the Premises, lossesor (iii) offsite disposal or transportation of Hazardous Materials on, suits from, under or claims (collectively, “Claims”), for bodily about the Premises or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractorsTenant’s Representatives. Tenant’s obligations hereunder shall include without limitation, and shallwhether foreseeable or unforeseeable, at its own expenseall costs of any required or necessary repair, defendclean up or detoxification or decontamination of the Premises, indemnify and save harmless Landlord and the preparation and implementation of any closure, remedial action or other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant required plans in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesconnection therewith.

Indemnification by Tenant. Except Tenant shall indemnify, defend and hold harmless Landlord from and against any and all claims, demands, liability, loss, or damage, whether for injury to or death of persons or damage to real or personal property, arising out of or in connection with the Premises, Tenant's use or occupancy of the Premises, any activity, work, or other thing done, permitted, or suffered by Tenant in or about the Project, or arising from any reason or cause whatsoever in connection with the use or occupancy of the Premises by any party during the term of this Lease. This indemnification by Tenant shall include indemnity for the acts or omissions of Landlord and its agents, servants, and employees to the fullest extent caused allowed by the sole negligencelaw, except for gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Landlord. Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expensefurther indemnify, defend, indemnify and save hold harmless Landlord against and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge from any and all judgmentsclaims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease or arising from any act or negligence of Tenant or any officer, agent, employee, guest, or invitee of Tenant, and from and against all costs, liabilitiesattorney's fees, lossesexpenses, and liabilities incurred as a result of any such claim, action or proceeding. Tenant upon notice from Landlord shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in, upon, or about the Premises from any cause other than causes solely as a result of Landlord's negligent or intentional acts or omissions, and Tenant hereby waives all claims in respect thereof against Landlord. Tenant's obligation to indemnify under this paragraph shall include attorney's fees, investigation costs, and other reasonable costs, expenses, including reasonable attorneys’ feesand liabilities incurred by Landlord. If the ability of Tenant to use the Premises or the Project is interrupted for any reason, charges and disbursements, that arise therefrom. In no event Landlord shall Tenant not be liable to Landlord Tenant for any loss or any Indemnified Landlord Party under this Lease damages occasioned by such loss of use, unless said interruption is solely as a result of Landlord's gross negligence or at law or in equity for punitive damagesintentional misconduct.

Indemnification by Tenant. Except Subject to the extent caused by the sole negligence, gross negligence or willful misconduct insurance and waiver of any subrogation provisions contained in Section 5 of the Indemnified Landlord Partiesthis Lease, Tenant shall defend, indemnify and save hold harmless Landlord Landlord, Xxxxxx Construction Co., Inc., Xxxxxx Management Company, L.L.C., Landlord's Mortgagee and Landlord’s trustees's managing agent, and their respective officers, managersshareholders, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officerspartners, managers, members, agents, directorscontractors, subsidiariesinvitees and employees (collectively the "Landlord Indemnitees"), affiliatesfrom and against all liability, successorsclaims or costs, assignsincluding reasonable legal fees, arising from (i) Tenant's use or occupancy of the Building or the Property or from the conduct of its business or from any activity, work or thing which may be permitted or suffered by Tenant in or about the Building or the Property; (ii) any breach of this Lease by Tenant; (iii) any other act or omission of Tenant or any negligence of Tenant or any of its agents, contractors, employees or invitees, visitors patrons, customers or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and members in or about the other Indemnified Landlord Parties against all Claims brought against Landlord and/or Property; or (iv) any injury to person or damage to property occurring on or about the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at Property during the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18Term. Tenant' shall further indemnify, defend such Claims and Tenant shall pay hold Landlord Indemnities harmless from and discharge against any and all judgments, claims arising from and from any and all costs, liabilitiesattorneys' fees, losses, expenses and expensesliabilities incurred in the defense of any claim or any action or proceeding brought thereon, including reasonable attorneys’ feesnegotiations in connection therewith. As between Tenant and Landlord, charges Tenant hereby assumes all risk of damage to property or injury to persons in or about the Building from any cause and disbursementsTenant hereby waives all claims in respect thereof against Landlord. Tenant shall defend the Landlord Indemnitees against any such claim of a third party, that arise therefrom. In no event shall Tenant be liable with counsel reasonably acceptable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesLandlord.

Indemnification by Tenant. Except to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trusteesindemnify, and hold harmless Landlords, and any persons acting for or on behalf of any Landlord, together with their respective officersemployees, agents, partners, affiliates, members, managers, agents shareholders, directors, officers, and assigns, from and against all Losses that directly or indirectly arise out of or relate to: (a) Performance of the Work; (b) Any acts or omissions of Tenant, its agents, servants, employees, subsidiariescontractors, subcontractors, suppliers or vendors; (c) Any bodily injury, sickness, disease or death, or any injury to or destruction of tangible property occurring in connection with the Work; (d) Any failure of Tenant or its agents, servants, employees, contractors, subcontractors, suppliers or vendors to comply with applicable law or regulations or the conditions or provisions of applicable governmental approvals or permits; (e) Any insurance coverage required under Paragraph 3 below being rendered unavailable or invalidated as a result of Tenant’s failure to comply with any of the requirements set forth in the applicable insurance policy or by any other act by Tenant or any of its agents, servants, employees, contractors, subcontractors, suppliers or vendors ; (f) Any breach by Tenant of any of its obligations under this Hold Harmless Agreement or any other contract or lease with any Landlord; (g) Any claims, liens, attachments or other encumbrances asserted against any Landlord or against any Landlord’s property or job site by any contractor, subcontractor, supplier or vendor of Tenant; or (h) Any Landlord’s enforcement of this Hold Harmless Agreement, including the Tenant’s indemnity obligations hereunder. Tenant’s above indemnity obligations are intended, inter alia, to protect Landlords, and any person acting for or on behalf of any Landlord, together with their respective employees, agents, partners, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officersmembers, managers, directors, officers, and assigns, from and against all Losses that arise out of or relate to the Work, regardless of when the claim is made. Tenant and its agents, servants, employees, contractors and subcontractors shall have no claim for Losses against any Landlord or any person acting for or on behalf of any Landlord, together with their respective employees, agents, partners, affiliates, shareholders, members, managers, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractorsofficers, and shall, at its own expense, defend, indemnify and save harmless Landlord and assigns for the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, acts or omissions of such Landlord or any Indemnified person acting for or on behalf of any Landlord Party (at its optionunless such Losses result solely from any Landlord’s gross negligence or intentional malfeasance; and should this exculpatory clause be declared invalid or unenforceable by law, but without being obligated to do so) maysuch invalidity or unenforceability shall in no manner affect or invalidate any or all other foregoing provisions in this Paragraph 1.2. River Port, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damages.LLC

Indemnification by Tenant. Except 31.1 Tenant will protect, indemnify and save Landlord Indemnitees harmless from and shall defend Landlord Indemnitees (except to the extent caused by the sole Landlord's gross negligence, gross which shall be deemed to exclude negligence implied by law due to the fact that Landlord is the fee owner of the Premises, or Landlord's willful misconduct misconduct, or Landlord's breach of this Lease, or arising from Landlord's policing activities under Section 15.6), against all liabilities, obligations, claims, damages, penalties, causes of action, actual out-of-pocket third party costs and expenses of any kind or of any nature whatsoever imposed upon, incurred by or asserted against any Landlord Indemnitee, including, without limitation, reasonable attorneys' fees and costs (whether incurred in a third party action or in an action brought by Landlord against Tenant to enforce its rights under this Section 31.1), by reason of any of the Indemnified Landlord Partiesforegoing occurring from and after the date that Tenant is given possession of the Premises through the end of the Lease Term: (a) ownership, operation and maintenance of the Premises or any interest therein, or receipt of any rent or other sum therefrom; (b) any accident, injury to or death of persons or loss of or damage to property on or about the Premises or any part thereof or the adjoining parking areas, sidewalks, curbs, streets or ways, vaults and vault space, if any; (c) any use, non-use or condition of or occurrence at the Premises or any part thereof or the adjoining parking areas, sidewalks, curbs, vaults and vault space, if any, streets or ways; (d) any failure on the part of Tenant shall defendto perform or comply with any of the terms of this Lease; (e) performance on behalf of Tenant of any labor or services or the furnishing of any materials or other property in respect of the Premises, indemnify any property abutting the Premises or intended to serve the uses to be made of the Premises or any part thereof. In case any action, suit or proceeding is brought against Tenant by reason of any such condition or occurrence, Tenant, upon Landlord's request, will at Tenant's expense resist and save harmless defend such action, suit or proceeding, or cause the same to be resisted and defended by counsel designated by Landlord and Landlord’s trusteesapproved by Tenant; (f) any work or thing whatsoever done, and their respective officersor any condition created at the Premises on Tenant's behalf from the Lease Effective Date through the expiration of the Lease; and (g) any act, managersomission or negligence of Tenant or any of its subtenants or licensees, agents directorsits agents, employees, subsidiariesofficers, affiliates, successors and assigns (collectively, the “Indemnified directors or contractors. 31.2 In case any action or proceeding is brought against Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officials, officers, managers, agents, directorsemployees or consultants by reason of any matter contemplated by this Article 31, subsidiariesTenant, affiliatesupon Notice from Landlord, successors, assigns, invitees, visitors shall resist and defend such action or contractors, proceeding on Landlord's behalf and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable sole cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and of Tenant. Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall cause a contractual liability endorsement of Tenant's undertaking hereunder to be written in connection with the comprehensive general public liability insurance required to be maintained by Tenant be liable pursuant to Landlord or any Indemnified Landlord Party this Lease. 31.3 The obligation of Tenant under this Lease Article 31 shall survive any expiration or at law or in equity for punitive damagestermination of this Lease.

Indemnification by Tenant. Except to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless the Landlord and Landlord’s trusteesall of its Affiliates, including National Harbor Beltway LC, MVP Management LLC, and their respective officersNational Harbor Owners Association, managersInc., agents directorsharmless against and from all liabilities, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements)obligations, damages, liabilitiespenalties, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgmentsclaims, costs, liabilities, losses, charges and expenses, including reasonable architects’, attorneys’ and other consultants’ fees, charges which may be imposed upon or reasonably incurred by or asserted against the Landlord by reason of any of the following occurrences during the Term of this Lease: (a) any work done in or on the Premises or any part thereof, any use, non-use, possession, occupation, condition, operation, maintenance or management of the Premises or any part thereof, any accident, injury or damage to any person or property occurring in, on or about the Premises or any part thereof, including any sidewalk or curb appurtenant to the Premises, except to the extent resulting from the negligence or wrongful act of the Landlord, its employees, contractors, agents, servants, or licensees; (b) any negligence on the part of Tenant or any party for whom Tenant is legally liable, including, without limitation, guests, visitors and disbursementsinvitees; and (c) any failure on the part of Tenant to perform or comply with any of the covenants, that arise therefromagreements, terms, provisions, conditions or limitations contained in this Lease on its part to be performed or complied with constituting an Event of Default which results in any bodily injury or property damage for which the Landlord is responsible. In no event case any action or proceeding is brought against the Landlord by reason of any claim arising out of any of the occurrences which Tenant is required, pursuant to the preceding paragraph, to indemnify and save the Landlord harmless against and from, the Landlord shall give prompt notice thereof to Tenant and shall cooperate with Tenant in the defense thereof; and Tenant upon written notice from the Landlord shall at Tenant’s expense defend such action or proceeding using legal counsel selected by Tenant in its reasonable business judgment. The foregoing express obligation of indemnification shall not be liable construed to negate or abridge any other obligation of indemnification running to the Landlord or any Indemnified Landlord Party under this Lease or which would exist at common law or under any other provision of this Lease, and the extent of the obligation of indemnification shall not be limited by any provision of insurance undertaken in equity for punitive damagesaccordance with this ARTICLE VII. The provisions of this Section 7.11 shall survive termination or expiration of this Lease.

Indemnification by Tenant. Except to To the fullest extent caused permitted by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Partieslaw, Tenant shall agrees to defend, indemnify and save harmless Landlord hold Landlord, its partners, employees, officers, and Landlord’s trusteesagents, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, legal successors and assigns (collectivelyherein the "Landlord Indemnitees"), the “Indemnified Landlord Parties”) against free and harmless of and from any and all costs (including reasonable attorneys’ fees, charges and disbursements)liability, damages, liabilitiesall losses, costs and expenses, including, without limitation, all Work Cost and attorney fees, (collectively "Losses") incurred, suffered or required to be paid by Landlord Indemnitees to the extent that such losses result from or are attributable to (a) Tenant's failure to pay the Work Cost due and payable pursuant to this Work Agreement or (b) Landlord's Indemnitees' reliance on orders, instructions, directives or requests of Tenant in connection with the construction of the Work and the preparation of the Final Plans or (c) any negligent or grossly negligent acts, or omissions and/or intentional malfeasance, of Tenant, its employees, agents, guests or invitees prior to final completion of the Work, provided however, that notwithstanding anything herein to the contrary, the foregoing obligation to indemnify, hold harmless and defend shall not apply to any liability, damages, losses, suits costs or claims (collectivelyexpenses attributable to the Landlord's Indemnitees. If any claim is made by a third party against any Landlord Indemnitees for which the Landlord Indemnitee seeks indemnification from Tenant hereunder, “Claims”), for bodily Landlord shall give prompt notice to Tenant who shall have the right at Tenant's sole expense to participate in or personal injury or property damage occurring during control the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, defense of such claim at its own expenseexpense and through counsel of its own choice. If after such notice Tenant does not so participate, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge nevertheless be bound by the results obtained by Landlord insofar as the claim against any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesIndemnitee is concerned.

Indemnification by Tenant. Except to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defendindemnify, indemnify defend (by counsel reasonably acceptable to Landlord), protect, and save harmless Landlord hold Landlord, and each of Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiariesrepresentatives, affiliatesagents, attorneys, successors and assigns assigns, and its directors, officers, partners, representatives, any lender having a lien on or covering the Premises or any part thereof, and any entity or person named or required to be named as an additional insured in Paragraph 14.2 of this Lease free and harmless from and against any and all claims, actions (collectivelyincluding, without limitation, the “Indemnified Landlord Parties”cost of investigation and testing, consultant’s and attorney’s fees, remedial and enforcement actions of any kind, administrative (informal or otherwise) against all costs or judicial proceedings and orders or judgments arising therefrom), causes of action, liabilities, penalties, forfeitures, damages (including including, but not limited to, damages for the loss or restriction or use of rentable space or any amenity of the Premises or the Property, or damages arising from any adverse impact on marketing of space in the Premises or the Property), diminution in the value of the Premises or the Property, fines, injunctive relief, losses or expenses (including, without limitation, reasonable attorneys’ feesfees and costs) or death of or injury to any person or damage to any property whatsoever, charges and disbursements)arising from or caused in whole or in part, damagesdirectly or indirectly by (i) any Tenant’s Contamination, liabilities(ii) Tenant’s or Tenant’s Representatives failure to comply with any Hazardous Materials Laws with respect to the Premises, lossesor (iii) offsite disposal or transportation of Hazardous Materials on, suits from, under or claims (collectively, “Claims”), for bodily about the Premises or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officersTenant’s Representatives. Tenant’s obligations hereunder shall include without limitation, managersand whether foreseeable or unforeseeable, all costs of any required or necessary repair, clean up or detoxification or decontamination of the Premises, and the preparation and implementation of any closure, remedial action or other required plans in connection therewith. For purposes of the indemnity provisions hereof, any acts or omissions of Tenant, or by employees, agents, directorsassignees, subsidiariescontractors or subcontractors of Tenant or others acting for or on behalf of Tenant (whether or not they are negligent, affiliatesintentional, successorswillful or unlawful), assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails shall be strictly attributable to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesTenant.

Indemnification by Tenant. Except Subject to the extent caused by the sole negligence, gross negligence or willful misconduct mutual waiver of any of the Indemnified Landlord Partiessubrogation set forth in Section 21, Tenant shall be liable for, and shall indemnify, defend, indemnify protect and save harmless hold Landlord and Landlord’s trusteesparent, and their respective partners, officers, managers, agents directors, employees, subsidiaries, affiliates, agents successors and assigns (collectively, the “Landlord Indemnified Landlord Parties”) against harmless from and against, any and all costs (including reasonable attorneys’ fees, charges and disbursements)claims, damages, liabilitiesjudgments, suits, causes of action, losses, suits or claims liabilities and expenses, including attorneys’ fees and court costs (collectively, “Indemnified Claims”), for bodily arising or personal injury resulting from (a) any occurrence at the Premises following the Commencement Date, unless caused by the negligence or property damage occurring during willful misconduct of Landlord or its agents, employees or contractors, (b) any act or omission of Tenant or any of Tenant’s Parties; (c) the Term on use of the Property caused Premises and conduct of Tenant’ business by Tenant or its officersany of Tenant’s Parties, managersor any other activity, agentswork or thing done, directorspermitted or suffered by Tenant or any of Tenant’s Parties, subsidiaries, affiliates, successors, assigns, invitees, visitors in or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and about the other Indemnified Landlord Parties against all Claims Premises; and/or (d) any default by Tenant of any obligations on Tenant’s part to be performed under the terms of this Lease. In case any action or proceeding is brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Landlord Indemnified Landlord Party (at its optionParties by reason of any such Indemnified Claims, but without being obligated to do so) mayTenant, at the reasonable cost and expense to Tenant and upon notice to Tenant from Landlord, shall defend the same at Tenant’s expense by counsel approved in the manner set forth in Section 18writing by Landlord, defend such Claims and Tenant which approval shall pay and discharge any and all judgmentsnot be unreasonably withheld, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefromconditioned or delayed. In no event shall Tenant’s exemption, indemnification or hold harmless obligations be construed as requiring Tenant be liable to exempt, indemnify or hold harmless Landlord or any Indemnified other person or entity except for damages or injuries actually sustained by Landlord Party under this Lease caused by the acts or at law omissions of Tenant or in equity for punitive damagesits employees, agents, or invitees.

Indemnification by Tenant. Except to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defendindemnify, indemnify defend (by counsel reasonably acceptable to Landlord), protect, and save harmless Landlord hold Landlord, and each of Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiariesrepresentatives, affiliatesagents, attorneys, successors and assigns assigns, and its directors, officers, partners, representatives, any lender having a lien on or covering the Premises or any part thereof, and any entity or person named or required to be named as an additional insured in Paragraph 14.2 of this Lease free and harmless from and against any and all claims, actions (collectivelyincluding, without limitation, the “Indemnified Landlord Parties”) against all costs (including reasonable cost of investigation and testing, consultant’s and attorneys’ fees, charges remedial and disbursementsenforcement actions of any kind, administrative (informal or otherwise) or judicial proceedings and orders or judgments arising therefrom), damagescauses of action, liabilities, lossespenalties, suits forfeitures, damages (including, but not limited to, damages for the loss or claims (collectivelyrestriction or use of rentable space or any amenity of the Premises or the Property, “Claims”or damages arising from any adverse impact on marketing of space in the Premises or the Property), for bodily diminution in the value of the Premises or personal the Property, fines, injunctive relief, losses or expenses (including, without limitation, reasonable attorneys’ fees and costs) or death of or injury to any person or damage to any property damage occurring during whatsoever, arising from or caused in whole or in part, directly or indirectly by (i) any Tenant’s Contamination, (ii) Tenant’s or Tenant’s Representatives’ failure to comply with any Hazardous Materials Laws with respect to the Term on Premises, or (iii) offsite disposal or transportation of Hazardous Materials on, from, under or about the Premises or the Property caused by Tenant or its officersTenant’s Representatives. Tenant’s obligations hereunder shall include without limitation, managersand whether foreseeable or unforeseeable, all costs of any required or necessary repair, clean up or detoxification or decontamination of the Premises, and the preparation and implementation of any closure, remedial action or other required plans in connection therewith. For purposes of the indemnity provisions hereof, any acts or omissions of Tenant, or by employees, agents, directorsassignees, subsidiariescontractors or subcontractors of Tenant or others acting for or on behalf of Tenant (whether or not they are negligent, affiliatesintentional, successorswillful or unlawful), assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails shall be strictly attributable to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesTenant.

Indemnification by Tenant. Except to the extent caused by the sole negligenceIn addition to, gross negligence or willful misconduct and not in derogation of any of the Indemnified Landlord Partiesother indemnification contained in this Lease, Tenant shall defendXxxxxx agrees to indemnify, indemnify defend and save hold harmless Landlord Landlord, its successors and Landlord’s trusteesassigns, and its and their respective directors, officers, managers, agents directorsshareholders, employees, subsidiariesagents and affiliates from all costs, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements)expenses, damages, liabilities, lossesclaims, suits fines, penalties, interest, judgments, and losses of any kind arising from or claims in any way related to Tenant’s or Tenant’s Representatives’ Handling of Hazardous Materials during the Term or failure to comply in full with this Section 6.2 (collectively, “ClaimsEnvironmental Losses”), including consequential damages, damages for personal or bodily injury, property damage, damage to natural resources occurring on or personal injury off the Property, encumbrances, liens, costs and expenses of investigations, monitoring, clean up, removal or property damage occurring during the Term on the Property caused by Tenant remediation of Hazardous Materials, defense costs of any claims (whether or its officersnot such claim is ultimately defeated), managersgood faith settlements, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractorsattorneys’ and consultants’ fees and costs, and losses attributable to the diminution of value, loss or use or adverse effects on marketability or use of any portion of the Property, whether or not such Environmental Losses are contingent or otherwise, matured or unmatured, foreseeable or unforeseeable. If Landlord is ever made a party to any action or proceeding by reason of a matter for which Xxxxxx is obligated to indemnify Landlord, then Tenant, upon notice from Landlord, shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its Landlord's option, but without being obligated to do so) may, either defend that action or proceeding on behalf of Landlord at the reasonable cost and Xxxxxx's expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable with counsel satisfactory to Landlord or any Indemnified reimburse Landlord Party for all defense costs Landlord actually incurs in defending against such action or proceeding, whether or not the action or proceeding is ultimately defeated. This indemnity is intended by the parties to be as broad and comprehensive as possible under this Lease law and shall apply regardless of the fault (including active or at law passive negligence) of either Tenant or in equity for punitive damagesLandlord.

Indemnification by Tenant. Except to 12.01 Tenant shall indemnify Landlord and hold Landlord harmless against and from any and all claims arising from Tenant's use of the extent caused Leased Premises (other than those arising from any negligence of Landlord or its agents or employees), or the conduct of its business or from any activity, work, or thing done, permitted or suffered by the sole negligenceTenant in or about the Leased Premises, gross negligence and shall further indemnify and hold harmless Landlord against and from any and all claims arising from any breach or willful misconduct default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any act, neglect, fault or omission of the Indemnified Landlord PartiesTenant, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trusteesor of its agents or employees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors from and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including costs, reasonable attorneys’ attorney's fees, charges expenses and disbursements), damages, liabilities, losses, suits liabilities incurred in or claims (collectively, “Claims”), for bodily about such claim or personal injury any action or property damage occurring during the Term on the Property caused by Tenant proceeding brought relative thereto and in case any action or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims proceeding be brought against Landlord and/or by reason of any such claim. Tenant upon notice from Landlord shall defend the other Indemnified Landlord Partiessame at Tenant's expense by counsel, for which Tenant is responsible for indemnification hereunderchosen by Tenant, and if who is reasonably acceptable to Landlord. The obligations of Tenant fails under this Section 12.01 shall survive any termination or expiration of this Lease. 12.02 Landlord shall indemnify and hold harmless Tenant against and from all claims arising from any breach or default in the performance of any obligation on Landlord's part to do sobe performed under this Lease, or arising from any act, neglect, fault or omission of Landlord or of its agents, employees or contractors and from and against all reasonable costs, reasonable attorneys' fees actually incurred, expenses and liabilities actually incurred in or about such claim or any Indemnified action or proceeding brought relative thereto and in case any action or proceeding be brought against Tenant by reason of any such claim. Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and from Tenant shall pay and discharge any and all judgmentsdefend the same at Landlord's expense by counsel, costs, liabilities, losseschosen by Landlord, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefromwho is reasonably acceptable to Tenant. In no event shall Tenant be liable to The obligations of Landlord or any Indemnified Landlord Party under this Lease Section 12.02 shall survive any termination or at law or in equity for punitive damagesexpiration of this Lease.

Indemnification by Tenant. Except If due to the extent caused by the sole negligenceactivities of Tenant, gross negligence its employees, agents, guests, invitees or willful misconduct of any of the Indemnified Landlord Partiescontractors, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expenseindemnify, defend, indemnify and save hold Landlord harmless Landlord from and against: (i) any Remedial Work required under any Environmental Law or by any Governmental Agency in the other Indemnified Landlord Parties against all Claims brought against Landlord and/or Premises, the other Indemnified Landlord PartiesBuilding or the Property, (ii) any breach of this Paragraph 9 of this Lease; and (iii) any claims of third parties for which Tenant loss, injury, expense, or damage arising out of the presence, release, or discharge of any Hazardous Materials on, under, in, above, to, or from the Premises, the Building or the Property. In the event any Remedial Work is responsible for indemnification hereunderso required under any applicable federal, and if Tenant fails state, or local law, rule, regulation or order with respect to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to activities by Tenant in the manner set forth Property, Tenant shall promptly perform or cause to be performed such Remedial Work in Section 18compliance with such law, defend rule, regulation, or order. In the event Tenant shall fail to commence the Remedial Work in a timely fashion, or shall fail to prosecute diligently the Remedial Work to completion, such Claims failure shall constitute an Event of Default on the part of Tenant under the terms of this Lease, and Landlord, in addition to any other rights or remedies afforded it hereunder, may, but shall not be obligated to, cause the Remedial Work to be performed, and Tenant shall pay and discharge promptly reimburse Landlord for any and all judgments, costs, liabilities, losses, costs and expenses, including reasonable attorneys’ fees, charges related thereto upon demand. This provision shall expressly survive the expiration or earlier termination of this Lease. Landlord and disbursementsLandlord’s representatives are authorized to enter the Premises at any time to inspect the Remedial Work. Tenant shall keep Landlord apprised of all efforts to perform the Remedial Work and shall provide Landlord with copies of all correspondence, reports, or other documents pertaining to the Remedial Work within 48 hours of Tenant’s receipt of such documentation. Landlord acknowledges and agrees that arise therefrom. In notwithstanding anything herein to the contrary, Tenant shall have no event shall responsibility for or with respect to any Hazardous Material existing in or on the Premises or Property on the date Landlord delivers possession of the Premises to Tenant be liable or for or with respect to Landlord any Hazardous Material which Tenant did not store, release or any Indemnified Landlord Party under this Lease discharge on or at law into the Premises or in equity for punitive damagesdispose of.

Indemnification by Tenant. Except Notwithstanding any responsibility or liabilities imposed under this Lease or any damages available as a result of vacation, termination, eviction, or breach of this Lease and in addition to any liability imposed by law; Tenant hereby agrees to indemnify, defend and hold harmless the extent caused by the sole negligenceLandlord, gross negligence or willful misconduct of any of the Indemnified Landlord Partiesits elected and appointed officials, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiariesagents, affiliatesrepresentatives and volunteers, successors and assigns (collectivelyeach of them, the “Indemnified Landlord Parties”) from and against any and all costs (including reasonable attorneys’ feessuits, charges and disbursements)actions, legal or administrative proceedings, claims, demands, damages, liabilities, lossesinterest, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges costs and disbursementsexpenses of whatsoever kind or nature in any manner directly or indirectly caused, that arise therefrom. In no event shall Tenant be liable occasioned, or contributed to Landlord or any Indemnified Landlord Party under this Lease or at law in whole or in equity part or claimed to be caused, occasioned, or contributed to in whole or in part, by reason of any act, omission, fault, or negligence, whether active or passive, of Tenant or of anyone acting under its direction or control or on its behalf, even if liability is also sought to be imposed on Landlord, its elected and appointed officials, officers, employees, agents, representatives and volunteers. The obligation to indemnify, defend and hold harmless the Landlord, its elected and appointed officials, officers, employees, agents, representatives and volunteers, and each of them, shall be applicable unless liability results from the sole negligence of the Landlord, its elected and appointed officials, officers, employees, agents, representatives and volunteers. Tenant shall reimburse the Landlord, its elected and appointed officials, officers, employees, agent or authorized representatives or volunteers for punitive damagesany and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. This indemnity provision shall survive the termination or expiration of this Agreement.

Indemnification by Tenant. Except as to the extent caused by the sole any damage or liability resulting from Landlord’s wrongful acts or negligence, gross negligence Tenant agrees that Landlord and Landlord’s present and future partners and/or members and their respective officers, directors, partners, members, manager, agents, contractors, servants or willful misconduct employees shall not be liable for any damage or liability of any kind or for any injury to or death of persons or damage to property of Tenant or any other person during the Term, for any cause whatsoever by reason of the Indemnified Landlord Partiesconstruction, use, occupancy or enjoyment of the Premises by Tenant shall or any person therein or holding under Tenant. Tenant does hereby indemnify, defend, indemnify protect and save hold harmless Landlord and Landlord’s trustees, present and future partners and their respective officers, managers, agents directors, employeespartners, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officersmembers, managers, agents, directorscontractors, subsidiariesservants or employees from all claims, affiliatesactions, successorsdemands, assignscosts and expenses and liability whatsoever, including reasonable attorney’s fees, on account of any such real or claimed damage or liability, and from all liens, claims and demands occurring in, or at the Premises, or arising out of the construction, use, occupancy or enjoyment of the Premises and its facilities, or any repairs or alterations which Tenant may make upon the Premises or occasioned in whole or in part by any act or omission of Tenant, its agents, contractors, servants, employees or invitees during or with respect to the Lease Term. If any damages are caused wholly or in part by a negligent act or omission of Landlord, its employees, agents, contractors, customers or invitees, visitors or the extent of this indemnity shall only apply to the extent of the negligence of Tenant and its employees, agents, contractors, customers and shall, at its own expense, defend, invitees. Tenant’s obligation to indemnify and save harmless Landlord and as herein provided shall survive the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, expiration or earlier termination of this Lease for which Tenant is responsible for indemnification hereunderacts or omissions occurring prior to such expiration or earlier termination, and if Tenant fails to do so, Landlord or shall additionally include any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to failure of Tenant in any respect to comply with and perform all the manner set forth in Section 18requirements and provisions of this Lease, defend such Claims including without limiting the generality of the foregoing the requirements and Tenant shall pay provisions of Article 11 relating to compliance with laws and discharge Environmental Laws (including without limitation any and all judgmentscosts of investigation, costs, liabilities, losses, compliance and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesremediations).

Indemnification by Tenant. Except Tenant hereby agrees to indemnify, defend and hold harmless the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective its directors, officers, managers, agents directorsagents, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord PartiesIndemnity Group”) from and against any and all costs claims, judgments, demands, causes of action, losses, liabilities, interest, awards, penalties, costs, fees and expenses (including including, without limitation, reasonable attorneys’ feesfees and legal costs) for: i. bodily injury or death of any individuals in the Tenant and its directors, charges officers, agents, employees, contractors, successors and disbursementsassigns of each of them (each, a “Tenant Indemnified Party” and, collectively, the “Tenant Indemnity Group”) arising from, relating to or in connection with this Lease; ii. bodily injury or death of any third party or for any loss of or damage to the property of third parties (which are not part of the Landlord Indemnity Group), damagesto the extent Landlord has not actually recovered insurance proceeds in connection therewith and to the extent they are the result of Tenant’s or Tenant Indemnity Group’s negligent acts or omissions, liabilities, losses, suits willful misconduct or claims tortious acts or omissions (collectively, “Claims”), for bodily or personal injury or property damage occurring including strict liability) during the Term Term; iii. any fines and penalties imposed by any governmental authority on account of any violation of any applicable laws to be complied with by the Property Tenant or the Tenant Indemnity Group; and iv. events or conditions which occur after the ground-breaking for the installation of the Improvements through the termination date of this Lease and were caused as a result of (A) any release, threatened release, or disposal of any Regulated Substances (as defined below) at the Leased Premises by Tenant; (B) the violation of any Environmental Law (as defined below) at the Leased Premises by Tenant; or (C) any environmental conditions or violations at the Leased Premises, including the presence of Regulated Substances or the discharge or release of hazardous materials, caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and occurring after the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under date of this Lease and prior to its expiration or at law or in equity for punitive damagessooner termination.

Indemnification by Tenant. Except to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defendindemnify, indemnify defend (by counsel reasonably acceptable to Landlord), protect, and save harmless Landlord hold Landlord, and each of Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiariesrepresentatives, affiliatesagents, attorneys, successors and assigns assigns, and its directors, officers, partners, representatives, any lender having a lien on or covering the Property or any part thereof, and any entity or person named or required to be named as an additional insured in Paragraph 14.2 of this Lease, free and harmless from and against any and all claims, actions (collectivelyincluding, without limitation, the “Indemnified Landlord Parties”cost of investigation and testing, consultant’s and attorney’s fees, remedial and enforcement actions of any kind, administrative (informal or otherwise) against all costs or judicial proceedings and orders or judgments arising therefrom), causes of action, liabilities, penalties, forfeitures, damages, fines, injunctive relief, losses or expenses (including including, without limitation, reasonable attorneys’ feesfees and costs) or death of or injury to any person or damage to any property whatsoever, charges and disbursements), damages, liabilities, losses, suits whether arising either before or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on of this Lease, and whether from or caused in whole or in part, directly or indirectly by (i) any Tenant’s Contamination, (ii) Tenant’s or Tenant’s Representatives failure to comply with any Hazardous Materials Laws with respect to the Property, or (iii) offsite disposal or transportation of Hazardous Materials on, from, under or about the Property caused by Tenant or its officersTenant’s Representatives. Tenant’s obligations hereunder shall include without limitation, managersand whether foreseeable or unforeseeable, all costs of any required or necessary repair, clean up or detoxification or decontamination of the Property, and the preparation and implementation of any closure, remedial action or other required plans in connection therewith. For purposes of the indemnity provisions hereof, any acts or omissions of Tenant, or by employees, agents, directorsassignees, subsidiariescontractors or subcontractors of Tenant or others acting for or on behalf of Tenant, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails shall be attributable to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesTenant.

Indemnification by Tenant. Except (a) Tenant shall indemnify and save Landlord harmless from and against any and all liabilities, claims, actions, damages, penalties or judgments, including any litigation expenses and reasonable attorneys' fees, arising from injury to person or property sustained by anyone in or about the Premises, resulting from any acts or omissions of Tenant, or of Tenant's officers, directors, shareholders, agents, employees, contractors or subtenants. Tenant, at its sole expense, shall defend any and all suits or actions (just or unjust) which may be brought against Landlord, or in which Landlord may be impleaded with others based upon allegations of any claim or claims arising from any act or omission of Tenant or of Tenant's officers, directors, shareholders, agents, employees, contractors or subtenants. Tenant's obligation to indemnify Landlord under this Section shall apply to claims arising out of any act or omission of Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx (the "Clasings") only to the extent that any such act or omission occurs during the course or in the scope of the Clasings employment by Tenant. Tenant's indemnification obligation shall survive the termination of this Lease. (b) Landlord shall not be responsible or liable for any damage or injury to any persons, at any time in or about the Premises, including damage or injury to Tenant or to any of Tenant's officers, agents, employees, contractors, invitees or subtenants unless caused by the sole negligence, gross negligence act or willful misconduct omission of any Landlord or of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective 's officers, managersdirectors, agents directorsshareholders, agents, employees, subsidiaries, affiliates, successors and assigns (collectively, or contractors as the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagescase may be.

Indemnification by Tenant. Except to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defendbe responsible for and shall indemnify, indemnify protect, defend and save harmless Landlord and hold Landlord’s trustees, its officers, directors, agents, employees, lenders and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectivelyassigns, the “Indemnified Landlord Parties”) harmless from and against any and all costs (including reasonable attorneys’ feesdamages, charges and disbursements), damageslosses, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilitiesclaims, lossesliens, expenses, penalties, permits and reasonable attorney's and consultant's fees arising out of or involving Tenant's failure to comply with all Applicable Laws with respect to Hazardous Substances and/or any Hazardous Substance or storage tank brought on the Premises by or for Tenant or under Tenant's control (hereinafter referred to as "Claims") at any time during Tenant's possession prior to or during the term of this Lease, including, but not limited to, the effects of any contamination or injury to person, property or the environment, and expensesthe cost of investigation (including reasonable consultant's and attorney's fees and testing), removal, remediation, restoration and/or abatement thereof, or of any contamination therein involved. All of Tenant's and its assignee's and sublessee's agents, employees, contractors, invitees, and guests shall be deemed under Tenant's control; provided, however that a person who is on the Premises without the express or implied consent or permission of Tenant or sublessees shall not be deemed under Tenant's control. Tenant's indemnity obligations shall include (without limitation), and Tenant shall reimburse Landlord for, the following: (i) losses in or reductions to rental income resulting from Tenant's use, storage, disposal of or failure to timely remove Hazardous Substances; in violation of its obligations under this Lease; (ii) all costs of refitting or other alternations to the Premises necessitated by Tenant's use, storage, disposal of or failure to timely remove Hazardous Substances including, without limitation, alterations required to accommodate an alternate use of the Premises; (iii) any diminution in the fair market and/or rental value of the Premises or any portion thereof caused by Tenant's use, storage, disposal of or failure to timely remove Hazardous Substances; and (iv) costs incurred by Landlord in performing Tenant's obligations under this paragraph 5.4. Tenant agrees to defend all Claims on behalf of Landlord with counsel reasonably acceptable to Landlord, and to pay all fees, costs, damages, or expenses relating to or arising out of any indemnifiable Claim including reasonable attorneys' fees and costs. Tenant shall further be responsible for and shall indemnify, defend, and hold Landlord and its agents harmless from and against all Claims, including reasonable attorneys’ fees' fees and costs, charges arising out of or in connection with any removal, clean-up, or restoration work which is required by any government agency having jurisdiction and disbursementswhich arises from Tenant's storage, that arise therefromuse, or disposal of Hazardous Substances on the Premises at any time prior to or during the term of this Lease. In no event No termination, cancellation or release agreement entered into by Landlord and Tenant shall release Tenant be liable to Landlord or any Indemnified Landlord Party from its obligations under this Lease with respect to Hazardous Substances or storage tanks, unless specifically so agreed by Landlord in writing at law or in equity for punitive damagesthe time of such agreement.

Indemnification by Tenant. Except to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Partiesas may otherwise be provided in this Lease, Tenant shall defend, indemnify and save hold harmless Landlord Landlord, the Fortune Partners and Landlord’s trusteesemployees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, partners or members (collectively, “Landlord’s Representatives”) from and against any and all claims arising from or in connection with: (i) the operation, maintenance, use or management of the Premises or Hotel, or any condition created in or about the Premises or Hotel during the Term of this Lease, unless created by the wrongful act of Landlord, Landlord’s Representative, or any person or entity acting at the specific direction of Landlord; (ii) any act, omission or negligence of Tenant or any of its subtenants or licensees or its or their employees, officers, directors, subsidiariesmanagers, affiliatesagents, successorsshareholders, assignspartners, inviteesmembers, visitors invitees or contractorscontractors (collectively, “Tenant’s Representatives”); (iii) any accident or injury or damage whatsoever, not caused by Landlord or Landlord’s Representatives, occurring in, at or upon the Premises during the Term; and (iv) any claims arising as a result of Tenant’s Alterations. Tenant shall have the right to assume the defense of any such third-party claim with counsel chosen by Tenant or by Tenant’s insurance company reasonably satisfactory to Landlord. Tenant shall not be responsible for the fees of any separate counsel employed by Landlord unless Tenant fails to defend any such claim. Landlord hereby waives any claim for consequential damages, to the extent permitted by law, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims claims covered by Landlord’s insurance. If any action or proceeding shall be brought against Landlord and/or the other Indemnified Landlord Partiesor Landlord’s Representatives based upon any such claim, for which Tenant is responsible for indemnification hereunderTenant, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice from Landlord, shall cause such action or proceeding to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable defended at Tenant’s expense by counsel reasonably satisfactory to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesLandlord.

Indemnification by Tenant. Except to the extent caused by the sole negligenceIn addition to, gross negligence or willful misconduct and not in derogation of any of the Indemnified Landlord Partiesother indemnification contained in this Lease, Tenant shall defendagrees to indemnify, indemnify defend and save hold harmless Landlord Landlord, its successors and Landlord’s trusteesassigns, and its and their respective directors, officers, managers, agents directorsshareholders, employees, subsidiariesagents and affiliates from all costs, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements)expenses, damages, liabilities, lossesclaims, suits fines, penalties, interest, judgments, and losses of any kind arising from or claims in any way related to Tenant’s or Tenant’s Representatives’ Handling of Hazardous Materials during the Term or failure to comply in full with this Section 6.2 (collectively, “ClaimsEnvironmental Losses”), including consequential damages, damages for personal or bodily injury, property damage, damage to natural resources occurring on or personal injury off the Property, encumbrances, liens, costs and expenses of investigations, monitoring, clean up, removal or property damage occurring during the Term on the Property caused by Tenant remediation of Hazardous Materials, defense costs of any claims (whether or its officersnot such claim is ultimately defeated), managersgood faith settlements, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractorsattorneys’ and consultants’ fees and costs, and shalllosses attributable to the diminution of value, at its own expenseloss or use or adverse effects on marketability or use of any portion of the Property, defendwhether or not such Environmental Losses are contingent or otherwise, indemnify and save harmless matured or unmatured, foreseeable or unforeseeable. If Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, is ever made a party to any action or proceeding by reason of a matter for which Tenant is responsible for indemnification hereunderobligated to indemnify Landlord, and if Tenant fails to do sothen Tenant, Landlord or any Indemnified Landlord Party (upon notice from Landlord, shall, at its Landlord's option, but without being obligated to do so) may, either defend that action or proceeding on behalf of Landlord at the reasonable cost and Tenant's expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable with counsel satisfactory to Landlord or any Indemnified reimburse Landlord Party for all defense costs Landlord actually incurs in defending against such action or proceeding, whether or not the action or proceeding is ultimately defeated. This indemnity is intended by the parties to be as broad and comprehensive as possible under this Lease law and shall apply regardless of the fault (including active or at law passive negligence) of either Tenant or in equity for punitive damagesLandlord.

Indemnification by Tenant. Except to Tenant shall indemnify Landlord and save it harmless from and against any and all claims, damages, fines, judgments, penalties, costs, expenses, liability or losses (including loss of rentals payable by Tenant or other tenants in the extent event of loss either directly or indirectly caused by any negligent act or omission, willful misconduct or breach of the sole negligenceLease of or by Tenant, gross negligence its agents, contractors, employees, servants, licensees, or concessionaires or invitees or by anyone permitted to be on the Premises by Tenant), claims, actions, damages, liability and expenses arising out of or in connection with the use and/or occupancy of the Premises, including, without limitation, from any occurrence in, upon or at the Premises or any part thereof, occasioned wholly or in part by any negligent act or omission, willful misconduct of any Tenant or breach of the Indemnified Landlord PartiesLease of or by Tenant, Tenant shall defendits agents, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directorscontractors, employees, subsidiariesservants, affiliateslicensees, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily concessionaires or personal injury invitees or property damage occurring during the Term by anyone permitted to be on the Property caused Premises by Tenant. In the event Landlord shall be made a party to any litigation commenced by or against Tenant or by anyone permitted to be on the Premises by Tenant, its officers, managers, agents, directorscontractors, subsidiariesemployees, affiliatesservants, successorslicensees, assigns, concessionaires or invitees, visitors then Tenant shall protect and hold Landlord harmless and shall pay all costs, expenses and reasonable attorney's fees incurred or contractorspaid by Landlord in connection with such litigation whether or not such action is contested or prosecuted to judgement. All personal property on the Premises shall be at Tenant's sole risk, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant not be liable for any damage done to Landlord or any Indemnified Landlord Party under this Lease loss of such personal property or at law for damage or in equity for punitive damagesloss suffered by Tenant.

Indemnification by Tenant. Except Subject to Section 9 hereof, Tenant agrees to defend, hold harmless, and indemnify Landlord and Master Landlord (which for the extent caused purposes of this Section 17.3 shall include their officers, directors, managers, employees, shareholders, and agents) from and against all claims, liabilities, suits, obligations, fines, damages, penalties, costs, charges and expenses including, but not limited to, reasonable attorneys' fees and costs (collectively, "Claims") for injuries to persons and damage to, or the theft, misappropriation or loss of, property arising from occurrences in or about the Premises by the sole negligence, gross negligence or willful misconduct reason of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage following occurring during the Term on hereof: (a) each item set forth Section 17.1 (a) through (c), (f) and (h) of the Property caused Master Lease, to the extent arising from any act or failure to act by Tenant or its officers, managersagents, contractors, servants, employees, licensees or invitees; (b) any accident, injury (including death) or damage to any Person or property occurring in, on or about the Premises or any part thereof or in, on or about any street, alley sidewalk, curb, passageway, gutter, or space comprising a part thereof or adjacent thereto; (c) the negligence or willful misconduct of Tenant, its employees, agents, directorsand invitees; (d) any failure on the part of Tenant to keep, subsidiariesobserve, affiliatescomply with an perform any of the terms, successorscovenants, assignsagreements, inviteesprovisions, visitors conditions or contractorslimitations contained in this Lease, the Master Lease as required herein, or any other contracts and shallagreements affecting the Premises or any part thereof, at its own expenseon Tenant's part to be kept, defendobserved or performed; provided, indemnify and save harmless Landlord and however that such indemnification shall not extend to Claims caused by Landlord's breach of the other Indemnified Landlord Parties against all Claims brought against Landlord and/or provisions of this Lease or the other Indemnified Landlord PartiesMaster Lease or the negligence, for which Tenant is responsible for indemnification hereundertortious conduct, and if Tenant fails to do so, or willful misconduct of Landlord or any Indemnified Landlord Party (at its optionMaster Landlord, but without being obligated to do so) mayor their agents, at the reasonable cost employees, or invitees; and expense to Tenant and upon notice to Tenant further provided that in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or for any Indemnified Landlord Party under this Lease or at law or in equity for punitive consequential damages.

Indemnification by Tenant. Except (a) Tenant does hereby indemnify and shall defend Landlord and its constituent shareholders, members or partners (and such other persons as are in privity of estate with Landlord) and save it harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life, personal injury and/or damage to property arising from or out of any occurrence in, upon or at the Premises, from or out of the occupancy or use by Tenant of the Premises or any part thereof, or occasioned wholly or in part by any act or omission of Tenant, its agents, contractors, employees, lessees or concessionaires, except to the extent caused by the sole negligence, gross negligence arising from or willful misconduct out of any act or omission of the Indemnified Landlord PartiesLandlord, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directorsits agents, employees, subsidiariescontractors or lessees (all of the foregoing collectively and individually, affiliates"Landlord Party"); and provided, successors however, that nothing contained in this Lease shall be deemed to relieve Landlord of liability for its acts, omissions, or negligence or the acts, omissions or negligence of any Landlord Party, and assigns (collectivelyLandlord does hereby indemnify, the “Indemnified Landlord Parties”) defend and to hold Tenant and its constituent shareholders, partners, members or other owners, harmless from and against any and all costs claims, actions, damages, liability and expense (including reasonable attorneys’ ' fees) incurred in connection with the loss of life, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury and/or damage to property arising from or property out of such acts, omissions or negligence. (b) In case either party shall, without fault on its part, be made a party to any litigation commenced by or against the other, then each party agrees to protect and hold the party without fault harmless and to pay all costs, expenses and reasonable attorney's fees incurred or paid by said party without fault in connection with such litigation. Each party further agrees also to pay all costs, expenses and reasonable attorney's fees that may be incurred or paid by the other party in enforcing the covenants and agreements in this Lease. (c) The provisions of this Article 9 shall survive the expiration or earlier termination of this Lease with respect to any injury, illness, death or damage occurring during the Term on the Property caused by Tenant prior to such expiration or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagestermination.

Indemnification by Tenant. Except Tenant will indemnify Landlord for, and hold harmless Landlord from and against (a) all fines, suits, claims, demands, liabilities, and actions (including costs and expenses of defending against all such actions) resulting or alleged to result from any breach, violation or nonperformance of any covenant or condition hereof by Tenant, and (b) all claims, demands, actions, damages, losses, costs, liabilities, expenses and judgments suffered by, recovered from or asserted against Landlord on account of injury or damage to person or property to the extent that any such damage or injury may be incident to, arise out of, or be caused either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the sole negligencepart of Tenant, gross Landlord or any of their respective agents, servants, employees, patrons, guests, licensees or invitees or of any other person entering upon the Premises under or with the express or implied invitation or permission of Tenant or when any such injury or damage is the result, proximate or remote, of the violation by Tenant or any of its agents, servants, employees, patrons, guests, licensees or invitees of any law, ordinance or regulation, or when any such injury or damage may in any other way arise from or out of the occupancy or use by Tenant, its agents, servants, employees, patrons, guests, licensees or invitees of the Premises, the Common Area or the Landlord's cafeterias or recreational facilities; provided, however, that the foregoing indemnity shall not apply to the extent such claims result from the negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and or Landlord’s trustees, and their respective 's officers, managers, agents directorsagents, employees, subsidiariescustomers, affiliateslicensees or invitees. Landlord shall not be liable for any damages to or loss of Tenant's personal property, successors and assigns (collectivelyinventory, fixtures, or improvements from any cause whatsoever, except the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ feesnegligence or willful misconduct of Landlord, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directorsemployees, subsidiariescustomers, affiliates, successors, assigns, licensees or invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and then only to the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails extent not covered by insurance to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to be obtained by Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under accordance with this Lease or at law or in equity for punitive damagesLease.

Indemnification by Tenant. Except Tenant hereby agrees to indemnify, defend and hold harmless the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective its directors, officers, managers, agents directorsagents, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord PartiesIndemnity Group”) from and against any and all costs claims, judgments, demands, causes of action, losses, liabilities, interest, awards, penalties, costs, fees and expenses (including including, without limitation, reasonable attorneys’ fees, charges fees and disbursementslegal costs), damagesbut specifically excepting from such obligations, liabilitiesany such matters which are caused by, lossesor are the responsibility of Landlord or any member of the Landlord Indemnity Group, suits for: i. bodily injury or claims death of any individuals in the Tenant and its directors, officers, agents, employees, successors and assigns of each of them (each, a “Tenant Indemnified Party” and, collectively, the “ClaimsTenant Indemnity Group”) arising from, relating to or in connection with this Lease; ii. bodily injury or death of any third party or for any loss of or damage to the property of third parties (which are not part of the Landlord Indemnity Group), for bodily to the extent Landlord has not actually recovered insurance proceeds in connection therewith and to the extent they are the result of Tenant’s or personal injury Tenant Indemnity Group’s negligent acts or property damage occurring omissions, willful misconduct or tortious acts or omissions (including strict liability) during the Term Term; iii. any fines and penalties imposed by any governmental authority on account of any violation of any applicable laws to be complied with by the Property Tenant or the Tenant Indemnity Group; and iv. events or conditions which occur after the ground-breaking for the installation of the Improvements through the termination date of this Lease and were caused as a result of (A) any release, threatened release, or disposal of any Regulated Substances (as defined below) at the Leased Premises by Tenant; (B) the violation of any Environmental Law (as defined below) at the Leased Premises by Tenant; or (C) any environmental conditions or violations at the Leased Premises, including the presence of Regulated Substances or the discharge or release of hazardous materials, caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and occurring after the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under date of this Lease and prior to its expiration or at law or in equity for punitive damagessooner termination.

Indemnification by Tenant. Except Tenant shall indemnify and hold harmless Landlord from and against any and all claims, demands, liability, loss, or damage, whether for injury to or death of persons or damage to real or personal property, arising out of Tenant's use or occupancy of the Premises, any activity, work, or other thing done by Tenant or any Tenant Parties in or about the Project, as a result of Tenant's violation of any law, order or regulation, or a breach of Tenant's obligations or representations under the Lease. Tenant upon notice from Landlord shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord. Notwithstanding anything in this Lease to the extent caused by contrary, Landlord shall not be released or indemnified from, and shall indemnify, defend, protect and hold harmless Tenant from, all losses, damages, liabilities, claims, attorneys' fees, costs and expenses arising from the sole negligence, gross negligence or willful misconduct of Landlord or its agents, contractors, or licensees, Landlord's violation of any law, order or regulation, or a breach of Landlord's obligations or representations under this Lease. Except as expressly stated otherwise in this Lease, and subject to the foregoing, Tenant, as a material part of the Indemnified Landlord Partiesconsideration to Landlord, hereby assumes all risk of damage to property or injury to persons in, upon, or about the Premises from any cause, and Tenant shall defend, indemnify and save harmless Landlord hereby waives all claims in respect thereof against Landlord. Tenant's and Landlord’s trustees's obligation to indemnify under this paragraph shall include attorney's fees, investigation costs, and their respective officersother reasonable costs, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractorsexpenses, and shall, at its own expense, defend, indemnify and save harmless Landlord and liabilities incurred by Landlord. If the other Indemnified Landlord Parties against all Claims brought against Landlord and/or ability of Tenant to use the other Indemnified Landlord Parties, Premises or the Project is interrupted for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do soany reason, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant not be liable to Landlord Tenant for any loss or any Indemnified Landlord Party under damages occasioned by such loss of use except as expressly stated in this Lease or at law or in equity for punitive damagesLease.

Indemnification by Tenant. Except Subject to Article 13 above, Tenant shall indemnify Landlord and save it harmless from and against any and all claims, damages, fines, judgments, penalties, costs, expenses, liability or losses (including loss of rentals payable by Tenant or other tenants in the extent event of loss either directly or indirectly caused by any negligent act or omission, willful misconduct or breach of the sole negligenceLease of or by Tenant, gross negligence its agents, contractors, employees, servants, licensees, or concessionaires or invitees or by anyone permitted to be on the Premises by Tenant), claims, actions, damages, liability and expenses arising out of or in connection with the use and/or occupancy of the Premises, including, without limitation, from any occurrence in, upon or at the Premises or any part thereof, occasioned wholly or in part by any negligent act or omission, willful misconduct of any Tenant or breach of the Indemnified Landlord PartiesLease of or by Tenant, Tenant shall defendits agents, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directorscontractors, employees, subsidiariesservants, affiliateslicensees, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily concessionaires or personal injury invitees or property damage occurring during the Term by anyone permitted to be on the Property caused Premises by Tenant. In the event Landlord shall be made a party to any litigation commenced by or against Tenant or by anyone permitted to be on the Premises by Tenant, its officers, managers, agents, directorscontractors, subsidiariesemployees, affiliatesservants, successorslicensees, assigns, concessionaires or invitees, visitors then Tenant shall protect and hold Landlord harmless and shall pay all costs, expenses and reasonable attorney?s' fees incurred or contractorspaid by Landlord in connection with such litigation whether or not such action is contested or prosecuted to judgment. All personal property on the Premises shall be at Tenant's sole risk, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant not be liable for any damage done to Landlord or any Indemnified Landlord Party under this Lease loss of such personal property or at law for damage or in equity for punitive damagesloss suffered by Tenant.

Indemnification by Tenant. Except to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, does hereby indemnify and agree to forever save harmless and hold Landlord and Landlord’s trustees's agents, and their respective officerscontractors, managers, agents directorslicensees, employees, subsidiariesdirectors, affiliatesofficers, successors partners, trustees and assigns invitees (collectively, the “Indemnified Landlord Parties”"Landlord's Employees") harmless from and against any and all costs damages, claims, losses, demands, costs, expenses (including reasonable attorneys’ fees, charges ' fees and disbursementscosts), damagesobligations, liens, liabilities, lossesactions and causes of action, suits threatened or claims (collectivelyactual, “Claims”)which Landlord may suffer or incur arising out of or in connection with this Lease, for bodily including without limitation, Tenant's or personal injury Tenant's business, any activity, work or property damage occurring during the Term on the Property caused things done, permitted or suffered by Tenant in or its officersabout the Premises or the Property, managersTenant's or Tenant's Employees' nonobservance or nonperformance of any statute, agentslaw, directorsordinance, subsidiariesrule or regulation, affiliatesor any negligence of the Tenant or Tenant's Employees, successorsprovided however, assigns, invitees, visitors Tenant shall not be liable pursuant to Paragraph 10.1 for any claims arising from the wilful acts or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, gross negligence of Landlord or Landlord's employees. Tenant further agrees that in case of any Indemnified Landlord Party (at its optionclaim, but without being obligated to do so) maydemand, at the reasonable cost and expense to action or cause of action, threatened or actual, against Landlord, as a result of action or inaction by Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge does not provide a defense against any and all judgmentssuch claims, costsdemands, liabilitiesactions or causes of action threatened or actual, lossesthe Tenant will, in addition to the above, pay Landlord the attorney's fees, legal expenses and costs incurred by Landlord in providing or preparing such defense, and expensesTenant agrees to cooperate with Landlord in such defense, including reasonable attorneys’ feesincluding, charges but not limited to, the providing of affidavits and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagestestimony upon request of Landlord.

Indemnification by Tenant. Except to the extent caused as otherwise expressly prohibited by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Partieslaw, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own sole cost and expense, defendindemnify, indemnify protect, defend (with counsel reasonably acceptable to Landlord) and save hold harmless Landlord Landlord, its partners, shareholders, officers, directors, attorneys, agents, beneficiaries, employees, affiliates, contractors, and the other Indemnified Landlord Parties Landlord’s related entities (collectively, "Landlord's Related Parties") from and against all Claims brought against Landlord and/or the other Indemnified Landlord Partiesliabilities, for which Tenant is responsible for indemnification hereunderobligations, and if Tenant fails to do sodamages, Landlord or any Indemnified Landlord Party (at its optionpenalties, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgmentsclaims, costs, liabilitiescharges, lossesexpenses, and expensescauses of action and/or judgments, including reasonable attorneys’ ' fees, charges which may arise in any manner due to injury, death or property loss caused by, arising out of or in connection with (i) Tenant’s use or occupancy of the Premises; (ii) the conduct of Tenant’s business; (iii) any negligent or willful act of Tenant or Tenant's partners, shareholders, officers, directors, attorneys, agents, beneficiaries, employees, affiliates, contractors, and disbursementsTenant’s related entities; and/or (iv) any breach by Tenant under this Lease; provided, that arise therefromhowever, Tenant shall have no obligation to defend or indemnify Landlord from claims which are caused by the negligence of Landlord or Landlord's Related Parties. This indemnity shall survive the expiration or earlier termination of this Lease. In no event shall Tenant Landlord be liable to Landlord for consequential damages, opportunity costs or lost profits incurred or suffered by Tenant as a result of any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagessuch claims.

Indemnification by Tenant. Except Tenant hereby agrees to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save Landlord harmless Landlord and Landlord’s trusteesfrom all claims, and their respective officersactions, managersjudgments, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilitiessuits, losses, suits or claims (collectivelyfines, “Claims”)penalties, for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officersdemands, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, costs and shall, at its own expense, defend, indemnify expenses and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expensesliability whatsoever, including reasonable attorneys’ fees, charges expert fees and disbursementscourt costs (“Indemnified Claims”) on account of (i) any damage or liability occasioned in whole or in part by any use or occupancy of the Premises or by any act or omission of Tenant or the Tenant Parties, that arise therefrom(ii) the use of the Premises and Common Areas and conduct of Tenant’s business by Tenant or any Tenant Parties, or any other activity, work or thing done, permitted or suffered by Tenant or any Tenant Parties, in or about the Premises, Landlord’s Building or elsewhere on the Shopping Center; and/or (iii) any default by Tenant of any obligations on Tenant’s part to be performed under the terms of this Lease. In no event shall Tenant be liable to case any action or proceeding is brought against Landlord or any Landlord Parties by reason of any such Indemnified Claims, Tenant, upon notice from Landlord, shall defend the same at Tenant’s expense by counsel approved in writing by Landlord, which approval shall not be unreasonably withheld. Tenant shall not be liable for damage or injury occasioned by the gross negligence or willful acts of Landlord Party or its agents, contractors, servants or employees unless such damage or injury arises from perils against which Tenant is required by this Lease to insure and then only to the extent of such insurance. Tenant’s indemnification obligation under this Lease Section 11.2 shall survive the expiration or at law or earlier termination of this Lease. Tenant’s covenants, agreements and indemnification in equity for punitive damagesSections 11.1, 11.2 and 11.7, are not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to the provisions of this Lease.

Indemnification by Tenant. Except X. Xxxxxx hereby agrees, to the fullest extent permitted by Law, to indemnify each and every Indemnitee and hold each and every Indemnitee harmless from and against (and to pay the full amount of) all loss, liability, obligation, damage, penalty, tax, cost, claim, demand, judgment, charge or expense of every kind whatsoever which any Indemnitee may suffer, incur, or pay out, or which may be asserted against any Indemnitee, in whole or in part, by reason of, or in connection with: (i) any Legal Proceeding brought by Tenant against Landlord (or any officer, partner, or Employee of Indemnitee) in which Xxxxxx fails to secure a judgment against Indemnitee, final beyond appeal; and (ii) any negligent or willful act or omission of Tenant or Xxxxxx's Employees or invitees (to the extent caused not waived pursuant to the provision of Section 25A). (iii) use of Tenant's name on the Building (if named for Tenant under Section 47). B. Tenant shall defend any and all Legal Proceedings commenced against Indemnitee by the sole negligenceany Person (other than Tenant) concerning any matter which may or might be covered by any indemnity or obligation under Subsection 31A (ii) (i.e., gross negligence or willful misconduct regardless of any alleged fault or cause) using counsel reasonably acceptable to Landlord (provided that counsel of the Indemnified insurance company shall be deemed acceptable), and Landlord Partiesshall have the right, but not the obligation, to participate in such defense with counsel of its choice. Tenant shall defenddeliver to Landlord copies of documents served in any such Legal Proceeding and, indemnify and save harmless Landlord and whenever requested by Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, shall advise as to the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if status of such Legal Proceeding. If Tenant fails to do sodefend diligently any such Legal Proceeding, or if Landlord or any Indemnified Landlord Party (at its option, but without being obligated elects to do so) may, at the reasonable cost and expense to Tenant and upon defend by written notice to Tenant in at any time, Landlord shall have the manner set forth in Section 18, right (but no obligation) to defend such Claims and the same at Tenant's expense. Tenant shall pay and discharge not settle any such Legal Proceeding without a release of Landlord without Landlord's prior written consent. C. Tenant shall notify Landlord and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant applicable insurers immediately of every Legal Proceeding or claim which may or might be liable to Landlord or covered by any Indemnified Landlord Party indemnity under this Lease or at law or in equity for punitive damagesSection and/or by any required insurance.

Indemnification by Tenant. Except 31.1 Tenant will protect, indemnify and save Landlord Indemnitees harmless from and shall defend Landlord Indemnitees (except to the extent caused by the sole Landlord's gross negligence, gross which shall be deemed to exclude negligence implied by law due to the fact that Landlord is the fee owner of the Premises, or Landlord's willful misconduct misconduct, or Landlord's breach of this Lease, or arising from Xxxxxxxx's policing activities under Section 15.6), against all liabilities, obligations, claims, damages, penalties, causes of action, actual out-of-pocket third party costs and expenses of any kind or of any nature whatsoever imposed upon, incurred by or asserted against any Landlord Indemnitee, including, without limitation, reasonable attorneys' fees and costs (whether incurred in a third party action or in an action brought by Landlord against Tenant to enforce its rights under this Section 31.1), by reason of any of the Indemnified Landlord Partiesfollowing occurring from and after the date that Tenant is given possession of the Premises through the end of the Lease Term: ownership, operation and maintenance of the Premises or any interest therein, or receipt of any rent or other sum therefrom; any accident, injury to or death of persons or loss of or damage to property on or about the Premises or any part thereof or the adjoining parking areas, sidewalks, curbs, streets or ways, vaults and vault space, if any; any use, non-use or condition of or occurrence at the Premises or any part thereof or the adjoining parking areas, sidewalks, curbs, vaults and vault space, if any, streets or ways; any failure on the part of Tenant shall defendto perform or comply with any of the terms of this Lease; performance on behalf of Tenant of any labor or services or the furnishing of any materials or other property in respect of the Premises or any property abutting the Premises or intended to serve the uses to be made of the Premises or any part thereof. In case any action, indemnify suit or proceeding is brought against Tenant by reason of any such condition or occurrence, Tenant, upon Xxxxxxxx's request, will at Tenant's expense resist and save harmless Landlord defend such action, suit or proceeding, or cause the same to be resisted and Landlord’s trusteesdefended by counsel designated by Xxxxxxxx and approved by Xxxxxx; any work or thing whatsoever done, or any condition created at the Premises on Xxxxxx's behalf from the Lease Effective Date through the expiration of the Lease; and their respective officersany act, managersomission or negligence of Tenant or any of its subtenants or licensees, agents directorsits agents, employees, subsidiariesofficers, affiliates, successors and assigns (collectively, the “Indemnified directors or contractors. 31.2 In case any action or proceeding is brought against Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officials, officers, managers, agents, directorsemployees or consultants by reason of any matter contemplated by this Article 31, subsidiariesTenant, affiliatesupon Notice from Landlord, successors, assigns, invitees, visitors shall resist and defend such action or contractors, proceeding on Landlord's behalf and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable sole cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and of Tenant. Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall cause a contractual liability endorsement of Xxxxxx's undertaking hereunder to be written in connection with the comprehensive general public liability insurance required to be maintained by Tenant be liable pursuant to Landlord or any Indemnified Landlord Party this Lease. 31.3 The obligation of Tenant under this Lease Article 31 shall survive any expiration or at law or in equity for punitive damagestermination of this Lease.

Indemnification by Tenant. Except Tenant shall indemnify, defend and hold harmless Landlord from and against any and all claims, demands, liability, loss, or damage, whether for injury to or death of persons or damage to real or personal property, arising out of or in connection with the Premises, Tenant’s use or occupancy of the Premises, any activity, work, or other thing done, permitted, or suffered by Tenant in or about the Project, or arising from any reason or cause whatsoever in connection with the use or occupancy of the Premises by any party during the term of this Lease except as otherwise provided in this Lease. This indemnification by Tenant shall include indemnity for the acts or omissions of Landlord and its agents, servants, and employees to the fullest extent caused allowed by the sole negligencelaw, except for gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Landlord. Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expensefurther indemnify, defend, indemnify and save hold harmless Landlord against and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge from any and all judgmentsclaims arising from any breach or default in the performance of any obligation on Tenant’s part to be performed under the terms of this Lease or arising from any act or negligence of Tenant or any officer, agent, employee, guest, or invitee of Tenant, and from and against all costs, liabilitiesattorney’s fees, lossesexpenses, and liabilities incurred as a result of any such claim, action or proceeding. Tenant upon notice from Landlord shall defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in, upon, or about the Premises from any cause other than causes solely as a result of Landlord’s negligent or intentional acts or omissions, and Tenant hereby waives all claims in respect thereof against Landlord. Tenant’s obligation to indemnify under this paragraph shall include attorney’s fees, investigation costs, and other reasonable costs, expenses, including reasonable attorneys’ feesand liabilities incurred by Landlord. If the ability of Tenant to use the Premises or the Project is interrupted for any reason, charges and disbursements, that arise therefrom. In no event Landlord shall Tenant not be liable to Landlord Tenant for any loss or any Indemnified Landlord Party under this Lease damages occasioned by such loss of use, unless said interruption is solely as a result of Landlord’s gross negligence or at law or in equity for punitive damagesintentional misconduct.

Indemnification by Tenant. Except In furtherance (and not in limitation) of the terms, covenants, conditions and provisions of this Lease and subject to the provisions of Section 11.3, Tenant agrees to indemnify Landlord and Landlord's Affiliates and hold Landlord and Landlord's Affiliates harmless from and against all loss, liability, obligation, damage, penalty, settlement, cost, charge and expense of any kind whatsoever (including, but not limited to reasonable attorneys', engineer's, architects' fees or other expert's fees), whensoever asserted or occurring, which Landlord and/or Landlord's Affiliates may incur or pay out, by reason of: (a) any failure of or by Tenant to perform or comply with any and all of the terms, covenants, conditions and provisions of this Lease, but only if and to the extent caused that such performance or compliance may be accomplished by or is applicable to Tenant; and/or (b) any work or thing of whatsoever kind done in, on, or about the sole negligenceLeased Property by Tenant, gross negligence Tenant's Affiliates, or their respective invitees (including, but not limited to, construction, alterations, repairs, or similar acts of any kind whatsoever, and whether or not authorized by this Lease), including, but not limited to claims made under the State's Labor Law; and/or (c) any negligent, unlawful or willful misconduct act or omission of Tenant, Tenant's Affiliates or their invitees; and/or (d) any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury injuries to persons or property damage occurring during in, on, or about the Term on the Leased Property caused by Tenant Tenant, Tenant's Affiliates, or its officerstheir contractors or invitees (provided, managershowever, agentsthat this subsection shall not apply to injuries to persons or property caused by willful acts or omissions or negligence of or from contamination of the Property by Landlord, directorsLandlord's Affiliates or their invitees or resulting from anything associated or connected with the Corrective Action); and/or (e) any liability for response or corrective action, subsidiariesnatural resource damage, affiliatesor other harm pursuant to CERCLA, successorsRCRA, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord New York Navigation Law or any Indemnified Landlord Party other Law in any way caused, related to or arising out of Tenant's, Tenant's Affiliates' or their invitees' activities on the Leased Property other than Corrective Action; and/or (at its optionf) any environmental claim or health and safety condition (including any common law claim) in any way caused, but without being obligated related to do soor arising out of Tenant's, Tenant's Affiliates' or their invitees' activities on the Leased Property; and/or (g) mayany violation of any Law or Release, at Threatened Release or disposal of a Hazardous Substance in any way caused by or arising out of Tenant's, Tenant's Affiliates' or their invitees' activities on the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesLeased Property.

Indemnification by Tenant. Except Tenant shall protect, indemnify, defend and save harmless Landlord from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses), imposed upon or incurred by or asserted against Landlord or the Demised Premises by reason of any death of, or injury to, any person or damage to property (i) occurring in, upon or about the Demised Premises (other than to the extent arising as a result of Landlord’s active negligence or willful misconduct), (ii) arising from -or out of any act or omission of Tenant, its agents, contractors, employees, servants, tenants and invitees (“Tenant’s Agents”), (iii) arising from or out of any use, nonuse or condition of the Demised Premises or any part thereof or the adjoining sidewalks, curbs, vault space, if any, streets or ways (except to the extent caused by Landlord’s failure to maintain any such areas which are, under this Lease, Landlord’s obligation to maintain), or (iv) arising out of any failure on the sole negligencepart of Tenant to perform or comply with any of the terms of this Lease, gross except to the extent arising from Landlord’s active negligence or willful misconduct or from the acts or omissions of any of other tenant(s) in the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and Building or the Additional Improvements or their respective officersagents, managers, agents directorscontractors, employees, subsidiariesservants or invitees. In case any action, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits suit or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims proceeding is brought against Landlord and/or the other Indemnified Landlord Partiesby reason of any such occurrence, for which Tenant is responsible for indemnification hereunderTenant, upon Landlord’s request, shall at Tenant’s expense resist and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims action, suit or proceeding, or cause the same to be resisted and defended by counsel designated by Landlord, subject to Tenant’s reasonable approval. The obligation of Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagessection shall survive any termination of this Lease.

Indemnification by Tenant. Except to the extent caused by the sole negligence, gross negligence (a) Tenant hereby releases Landlord from any liability for any loss or willful misconduct damage of any kind or for any injury to or death of persons or damage to property of either party or any other person from any cause whatsoever (including, without limitation, bursting pipes, water leaks and smoke) by reason of the Indemnified Landlord Partiesconstruction, use, occupancy or enjoyment of the Premises by Tenant shall or any person therein or holding under Tenant. Tenant agrees to, and hereby does agree to defend, indemnify and save harmless Landlord from all claims, actions, demands, damages, costs and Landlord’s trusteesexpenses and liability whatsoever, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ feesfees on account of any such real or claimed loss or damage or liability, charges and disbursementsfrom all liens, claims and demands occurring or resulting directly or indirectly out of, in or at the Premises, or arising out of the construction, use, occupancy or enjoyment of the Premises, or any repairs or alterations which may be made to the Premises, or occasioned in whole or in part by any act or omission of Tenant, its agents, contractors, servants, employees or invitees, in, at, upon or from the Premises or any Common Areas or other part of the Shopping Center. Tenant shall not, however, be liable for damage or injury occasioned by the sole active negligence or willful violations of this Lease by Landlord or its agents, contractors, servants or employees, unless such damage or injury arises from perils against which Tenant is required by this Lease to insure, or against which perils Tenant actually carries insurance (even though not required by this Lease), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by . Landlord shall in no event be liable to Tenant or its officersanyone claiming by, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors under or contractorsthrough Tenant for any loss or damage or liability resulting from the acts or omissions of other tenants of the Shopping Center or by any other third person who was not acting under the direction and control of Landlord. (b) Landlord hereby releases Tenant from any liability for loss or damage or injury to or death of persons arising from Common Areas owned and controlled by Landlord. Landlord agrees to, and shall, at its own expense, hereby does agree to defend, indemnify and save harmless Landlord Tenant from all claims, actions, demands, damages, costs and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, expenses and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expensesliability whatsoever, including reasonable attorneys’ feesfees on account of any such real or claimed loss or attorney’s fees on account of any such real or claimed loss or damage or liability, charges and disbursementsfrom all liens, that arise therefromclaims and demands occurring or resulting directly or indirectly out of, in or at the Common Areas of the Shopping Center owned and controlled by Landlord, or arising out of the construction, use or enjoyment of the Common Areas owned and controlled by Landlord, or occasioned in whole or in part by any act or omission of Landlord, its agents, contractors, servants or employees, in, at, upon or from the Common Areas owned and controlled by Landlord or other part of the Shopping Center owned and controlled by Landlord. In no event Landlord shall Tenant not, however, be liable to Landlord for damage or any Indemnified Landlord Party under injury occasioned by the negligence or willful violations of this Lease by Tenant or at law its agents, contractors, servants or in equity for punitive damagesemployees, unless such damage or injury arises from perils against which Landlord is required by this Lease to insure, or against which perils Landlord actually carries insurance (even though not required by this Lease).

Indemnification by Tenant. Except (a) Tenant agrees to indemnify Landlord, its employees, agents, contractors, mortgagees and successors in interest against and save Landlord, its employees, agents, contractors, mortgagees and successors in interest harmless from any and all loss, cost, liability, damage and expense including, without limitation, penalties, fines and reasonable counsel fees, incurred in connection with or arising from any cause whatsoever in, on or about the extent caused Premises, including, without limiting the generality of the foregoing (i) any default by Tenant in the sole negligenceobservance or performance of any of the terms, gross covenants or conditions of this Lease on Tenant’s part to be observed or performed, or (ii) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person or entity claiming through or under Tenant, (iii) any acts, omissions or negligence of Tenant or any person or entity claiming through or under Tenant, or of the contractors, agents, servants, employees, visitors or licensees of Tenant or any such person or entity, in, on or about the Premises or the Building, during, the Term, including without limitation, any acts, omissions or negligence in the making or performing of any Alterations. (b) Landlord shall indemnify, defend and hold harmless Tenant, its employees, shareholders, agents and contractors, from and against all loss, liability, damages, claims, liabilities and costs (including, but not limited to attorney” fees) incurred in connection with or arising from (I) the negligence or willful misconduct of any of the Indemnified Landlord PartiesLandlord, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors employees or contractors, (ii) Landlord’s operation and shall, at its own expense, defend, indemnify and save harmless Landlord and management of the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party Premises; (at its option, but without being obligated to do soiii) may, at the reasonable cost and expense to Tenant and upon notice to Tenant latent defects in the manner set forth Premises, (iv) any breach of Landlord’s obligation xxxxxx this Lease; and (v) the presence of any hazardous materials in Section 18, defend such Claims and Tenant the or contamination in the Building or on the Real Property resulting from Landlord’s acts or omissions. This section 18.2 shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord survive termination or any Indemnified Landlord Party under expiration of this Lease or at law or in equity for punitive damagesLease.

Indemnification by Tenant. Except to the extent caused by the sole negligence, gross negligence or willful misconduct The occurrence of any event for which Tenant is required to indemnify Landlord under the terms of this Lease shall be referred to in this Section 20.3 as an “Indemnity Event”. Landlord agrees that, within sixty (60) days of the Indemnified date that Landlord Partiesdiscovers the existence of an Indemnity Event, Landlord shall make a commercially reasonable effort to notify Tenant of the Indemnity Event. Landlord’s failure to so notify Tenant, however, will not impair Landlord’s right to assert a claim against Tenant for an Indemnity Event. In the event any action or proceeding be brought against Landlord by reason of any Indemnity Event, Tenant shall, at its sole cost and expense, defend such proceeding by counsel reasonably satisfactory to Landlord. Tenant shall make no settlement of such an action without Landlord’s consent and Tenant shall cooperate with Landlord’s reasonable efforts to participate in defense strategy relative to such an action. To the fullest extent allowed by law, Tenant shall defendat all times indemnify, indemnify defend and save hold harmless Landlord and Landlord’s trusteesshareholders, employees and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors managing agent against and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge from any and all judgmentsclaims, costs, liabilities, lossesactions and damages (including, without limitation, attorneys’ fees and costs) by or on behalf of any person or persons, firm or firms, corporation or corporations, arising from the conduct or management, or from any work or things whatsoever done in or about the Demised Premises (other than the construction of the Landlord’s Improvements and the Tenant Improvements), and expenseswill further indemnify, including reasonable defend and hold harmless Landlord against and from any and all claims arising during the Term of this Lease, from any condition of the Demised Premises or any street, curb or sidewalk adjoining the Demised Premises, or of any passageways or space therein or appurtenant thereto, or arising from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed, pursuant to the terms of this Lease, or arising from any act or negligence of Tenant, its agents, servants, employees or licensees, or arising from any accident, injury or damage whatsoever caused to any person, firm or corporation occurring during the Term of this Lease, in or about the Demised Premises, or upon the sidewalk and the land adjacent thereto, and from and against all costs, attorneys’ fees, charges expenses and disbursementsliabilities incurred in or about any such claim or action or proceeding brought thereon; and in case any action or proceeding be brought against Landlord by reason of any such claim, that arise therefromTenant, upon notice from Landlord, covenants to defend such action or proceeding by counsel reasonably satisfactory to Landlord. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party Tenant’s obligations under this Lease or at law or in equity for punitive damagesSection 20.3 shall be insured by contractual liability endorsement on Tenant’s policies of insurance required under the provisions of Section 6.2 hereof.

Indemnification by Tenant. Except 13.01 Tenant shall indemnify and hold harmless Landlord against and from any and all claims arising from Tenant's use or occupancy of the Leased Premises or the conduct of its business or from any activity, work, or thing done, permitted or suffered by Tenant in or about the Leased Premises, the Building or the Property, and shall further indemnify and hold harmless Landlord against and from any and all claims arising from any act, neglect, fault or omission of Tenant, or its agents, contractors, invitees or employees, and from and against all cost, reasonable attorney's fees, expenses and liabilities incurred in connection with any such claim or any action or proceeding brought with respect thereto. In the event that any action or proceeding is brought against Landlord by reason of any such claim, Tenant upon notice from Landlord, shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord. Tenant, as a material part of the extent caused by consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in, or about the sole negligenceLeased Premises from any cause whatsoever, and Tenant hereby waives all claims in respect thereto against Landlord except for gross negligence or willful misconduct misconducts of Landlord. The obligations of Tenant under this Section 13.01 shall survive any termination of this Lease. 13.02 Landlord shall not be liable to Tenant in any respect for any loss or damage resulting to the Indemnified Landlord Partiesproperty or fixtures of Tenant, Tenant shall defendits agents, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shalllicensees or guests at the Project, at its own expensewhether resulting from casualty, defendActs of God, indemnify and save harmless bursting pipes, explosion or any other cause, except as may result solely from the gross negligence or intentional misconduct of Landlord. Tenant on behalf of itself hereby waives any right it might have against Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, any right its insurer may have by way of subornation for which Tenant is responsible for indemnification hereunder, and if Tenant fails any loss to do so, Landlord its property or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, fixtures at the reasonable cost and expense to Tenant and upon notice to Tenant in Project except as may result solely from the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord gross negligence or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesintentional misconduct of Landlord.

Indemnification by Tenant. Except Tenant hereby agrees to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save hold harmless Landlord and Landlord’s trusteesSuperior Mortgagee, and their respective owners, officers, managersemployees and agents from and against any and all manner of claims, agents directorsactions, damages, liability, and expenses which may arise in connection with bodily injury, Xxxx of life, or damage to property arising from or out of any occurrence in, upon, or at the Premises, or the occupancy or use by Tenant of the Premises or any part thereof or the Building or Property, or occasioned totally or in part by any action or omission of Tenant, its agents, contractors, employees, subsidiariesservants, affiliatesinvitees or subtenants, successors unless such damage is due solely to the negligent act or omission of Landlord. In case Landlord shall be made a party to any litigation commenced by or against Tenant in connection with any act or omission of Tenant or any Tenant party, Tenant hereby agrees to indemnify and assigns (collectivelyhold harmless Landlord and all Landlord parties and pay all costs, expenses, and reasonable attorney's fees and costs incurred by Landlord in connection with such litigation. Tenant also agrees to pay all costs, expenses, and reasonable attorney's fees which may be incurred by Landlord in enforcing the “Indemnified obligations of Tenant under this Lease. To the maximum effect permitted by law, Tenant agrees to use and occupy the Premises at Tenant's own risk. Landlord Parties”) hereby agrees to indemnify and hold harmless Tenant, and its respective owners, officers, employees and agents from and against any and all costs (including reasonable attorneys’ feesmanner of claims, charges and disbursements)actions, damages, liabilitiesliability, lossesand expenses which may arise in connection with bodily injury, suits Xxxx of life, or claims (collectivelydamage to property arising from or out of any occurrence in, “Claims”)upon, for bodily or personal injury at the Premises, or property damage occurring during the Term on the Property caused occupancy or use by Tenant of the Premises or any part thereof or the Building or Property, or occasioned totally or in part by any action or omission of Tenant, its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shallemployees, at its own expenseservants, defendinvitees or subtenants, indemnify and save harmless Landlord and unless such damage is due solely to the other Indemnified Landlord Parties against all Claims brought grossly negligent act or omission of Landlord. In case Tenant shall be made a party to any litigation commenced by or against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, in connection with any act or omission of Landlord or any Indemnified Landlord Party (at its optionparty, but without being obligated Landlord hereby agrees to do so) may, at the reasonable cost indemnify and expense to hold harmless Tenant and upon notice to all Tenant parties and pay all costs, expenses, and reasonable attorney's fees and costs incurred by Tenant in connection with such litigation if so determined by a final court of competent jurisdiction that such action or omission was due to the manner set forth in Section 18, defend such Claims and Tenant shall grossly negligent act of Landlord. Landlord also agrees to pay and discharge any and all judgments, costs, liabilities, lossesexpenses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall attorney's fees which may be incurred by Tenant be liable to in enforcing the obligations of Landlord or any Indemnified Landlord Party under this Lease after timely written notice to Landlord and such act or at law action was required was done in a grossly negligent or in equity for punitive damageswillful fashion.

Indemnification by Tenant. Except to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defendindemnify, indemnify defend (by counsel reasonably acceptable to Landlord), protect, and save harmless Landlord hold Landlord, and each of Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiariesrepresentatives, affiliatesagents, attorneys, successors and assigns assigns, and its directors, officers, partners, representatives, any lender having a lien on or covering the Premises or any part thereof, and any entity or person named or required to be named as an additional insured in Paragraph 14.2 of this Lease free and harmless from and against any and all claims, actions (collectivelyincluding, without limitation, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ cost of investigation and testing, consultant’s and attorney’s fees, charges remedial and disbursementsenforcement actions of any kind, administrative (informal or otherwise) or judicial proceedings and orders or judgments arising therefrom), damagescauses of action, liabilities, lossespenalties, suits forfeitures, damages (including, but not limited to, damages for the loss or claims (collectivelyrestriction or use of rentable space or any amenity of the Premises or the Property, “Claims”or damages arising from any adverse impact on marketing of space in the Premises or the Property), for bodily diminution in the value of the Premises or personal the Property, fines, injunctive relief, losses or expenses (including, without limitation, reasonable attorney’s fees and costs) or death of or injury to any person or damage to any property damage occurring during whatsoever, arising from or caused in whole or in part, directly or indirectly by (i) any Tenant’s Contamination, (ii) Tenant’s or Tenant’s Representatives failure to comply with any Hazardous Materials Laws with respect to the Term on Premises, or (iii) offsite disposal or transportation of Hazardous Materials on, from, under or about the Premises or the Property caused by Tenant or its officersTenant’s Representatives. Tenant’s obligations hereunder shall include without limitation, managersand whether foreseeable or unforeseeable, all costs of any required or necessary repair, clean up or detoxification or decontamination of the Premises, and the preparation and implementation of any closure, remedial action or other required plans in connection therewith. For purposes of the indemnity provisions hereof, any acts or omissions of Tenant, or by employees, agents, directorsassignees, subsidiariescontractors or subcontractors of Tenant or others acting for or on behalf of Tenant (whether or not they are negligent, affiliatesintentional, successorswillful or unlawful), assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails shall be strictly attributable to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesTenant.

Indemnification by Tenant. Except with respect to Hazardous Materials, which the parties hereby agree are governed by the provisions of Section 4.5 hereof, Tenant hereby agrees to and shall indemnify, protect, defend and hold harmless Landlord, its agents, contractors, employees, licensees and invitees, as their respective interests may appear, from and against any and all Claims arising out of or in connection with Tenant's use of the Total Site, or the conduct of its business thereon, or from any activity, work or thing done, permitted or suffered by Tenant, its agents, contractors, employees, licensees, subtenants, assignees, concessionaires or invitees (other than Landlord pursuant to Section 25.8 hereof), on or about the Total Site or any part thereof. Tenant shall further indemnify, protect, defend and hold harmless Landlord, its agents, contractors, employees, licensees, and invitees from and against any and all Claims arising out of or in connection with any breach or default in the performance of any obligation on Tenant's part to be performed under this Lease, or any act, neglect, fault or omission of Tenant or of its agents, contractors, employees, licensees, subtenants, assignees, concessionaires or invitees (other than Landlord pursuant to Section 25.8 hereof). If any action or proceeding is brought against Landlord by reason of any such Claim, upon notice from Landlord, Tenant shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to Tenant's and other property or injury to Tenant and other Persons in, upon or about the Total Site from any cause whatsoever, except to the extent such damage or injury is caused by the sole Landlord's fraud, intentional misrepresentation, gross negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified breach by Landlord Party (at of its option, but without being obligated to do so) may, at the reasonable cost express representations and expense to Tenant and upon notice to Tenant in the manner warranties or covenants set forth in Section 18this Lease prior to the expiration thereof. Notwithstanding anything to the contrary herein, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In in no event shall Tenant be liable to Landlord or be required to indemnify Landlord in respect of any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesmatters related to Pre-Existing Environmental Conditions, which the parties agree are governed solely by the provisions of Section 4.5 hereof.

Indemnification by Tenant. Except to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defendbe responsible for and shall indemnify, indemnify protect, defend and save harmless Landlord and hold Landlord’s trustees, its officers, directors, agents, employees, lenders and their respective officerssuccessors and assigns, managersharmless from and against any and all damages, agents directorslosses, liabilities, judgments, costs, claims, liens, expenses, penalties, permits and reasonable attorney’s and consultant’s fees arising out of or involving Tenant’s failure to comply with all Applicable Laws with respect to Hazardous Substances and/or any Hazardous Substance or storage tank brought on the Premises by or for Tenant or under Tenant’s control (hereinafter referred to as “Claims”) at any time during Tenant’s possession prior to or during the term of this Lease, including, but not limited to, the effects of any contamination or injury to person, property or the environment, and the cost of investigation (including reasonable consultant’s and attorney’s fees and testing), removal, remediation, restoration and/or abatement thereof, or of any contamination therein involved. All of Tenant’s and its assignee’s and sublessee’s agents, employees, subsidiariescontractors, affiliatesinvitees, successors and assigns guests shall be deemed under Tenant’s control; provided, however that a person who is on the Premises without the express or implied consent or permission of Tenant or sublessees shall not be deemed under Tenant’s control. Tenant’s indemnity obligations shall include (collectivelywithout limitation), and Tenant shall reimburse Landlord for, the “Indemnified Landlord Parties”following: (i) against losses in or reductions to rental income resulting from Tenant’s use, storage, disposal of or failure to timely remove Hazardous Substances; in violation of its obligations under this Lease; (ii) all costs of refitting or other alternations to the Premises necessitated by Tenant’s use, storage, disposal of or failure to timely remove Hazardous Substances including, without limitation, alterations required to accommodate an alternate use of the Premises; (iii) any diminution in the fair market and/or rental value of the Premises or any portion thereof caused by Tenant’s use, storage, disposal of or failure to timely remove Hazardous Substances; and (iv) costs incurred by Landlord in performing Tenant’s obligations under this paragraph 5.4. Tenant agrees to defend all Claims on behalf of Landlord with counsel reasonably acceptable to Landlord, and to pay all fees, costs, damages, or expenses relating to or arising out of any indemnifiable Claim including reasonable attorneys’ fees, charges fees and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), costs. Tenant shall further be responsible for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expenseshall indemnify, defend, indemnify and save harmless hold Landlord and the other Indemnified Landlord Parties its agents harmless from and against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expensesClaims, including reasonable attorneys’ feesfees and costs, charges arising out of or in connection with any removal, clean-up, or restoration work which is required by any government agency having jurisdiction and disbursementswhich arises from Tenant’s storage, that arise therefromuse, or disposal of Hazardous Substances on the Premises at any time prior to or during the term of this Lease. In no event No termination, cancellation or release agreement entered into by Landlord and Tenant shall release Tenant be liable to Landlord or any Indemnified Landlord Party from its obligations under this Lease with respect to Hazardous Substances or storage tanks, unless specifically so agreed by Landlord in writing at law or in equity for punitive damagesthe time of such agreement.

Indemnification by Tenant. Except 31.1 Tenant will protect, indemnify and save Landlord Indemnitees harmless from and shall defend Landlord Indemnitees (except to the extent caused by the sole Landlord's gross negligence, gross which shall be deemed to exclude negligence implied by law due to the fact that Landlord is the fee owner of the Premises, or Landlord's willful misconduct misconduct, or Landlord's breach of this Lease, or arising from Xxxxxxxx's policing activities under Section 15.6), against all liabilities, obligations, claims, damages, penalties, causes of action, actual out-of-pocket third party costs and expenses of any kind or of any nature whatsoever imposed upon, incurred by or asserted against any Landlord Indemnitee, including, without limitation, reasonable attorneys' fees and costs (whether incurred in a third party action or in an action brought by Landlord against Tenant to enforce its rights under this Section 31.1), by reason of any of the Indemnified Landlord Partiesforegoing occurring from and after the date that Tenant is given possession of the Premises through the end of the Lease Term: (a) ownership, operation and maintenance of the Premises or any interest therein, or receipt of any rent or other sum therefrom; (b) any accident, injury to or death of persons or loss of or damage to property on or about the Premises or any part thereof or the adjoining parking areas, sidewalks, curbs, streets or ways, vaults and vault space, if any; (c) any use, non-use or condition of or occurrence at the Premises or any part thereof or the adjoining parking areas, sidewalks, curbs, vaults and vault space, if any, streets or ways; (d) any failure on the part of Tenant shall defendto perform or comply with any of the terms of this Lease; (e) performance on behalf of Tenant of any labor or services or the furnishing of any materials or other property in respect of the Premises, indemnify any property abutting the Premises or intended to serve the uses to be made of the Premises or any part thereof. In case any action, suit or proceeding is brought against Tenant by reason of any such condition or occurrence, Tenant, upon Xxxxxxxx's request, will at Tenant's expense resist and save harmless Landlord defend such action, suit or proceeding, or cause the same to be resisted and Landlord’s trusteesdefended by counsel designated by Xxxxxxxx and approved by Xxxxxx; (f) any work or thing whatsoever done, and their respective officersor any condition created at the Premises on Xxxxxx's behalf from the Lease Effective Date through the expiration of the Lease; and (g) any act, managersomission or negligence of Tenant or any of its subtenants or licensees, agents directorsits agents, employees, subsidiariesofficers, affiliates, successors and assigns (collectively, the “Indemnified directors or contractors. 31.2 In case any action or proceeding is brought against Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officials, officers, managers, agents, directorsemployees or consultants by reason of any matter contemplated by this Article 31, subsidiariesTenant, affiliatesupon Notice from Landlord, successors, assigns, invitees, visitors shall resist and defend such action or contractors, proceeding on Landlord's behalf and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable sole cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and of Tenant. Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall cause a contractual liability endorsement of Xxxxxx's undertaking hereunder to be written in connection with the comprehensive general public liability insurance required to be maintained by Tenant be liable pursuant to Landlord or any Indemnified Landlord Party this Lease. 31.3 The obligation of Tenant under this Lease Article 31 shall survive any expiration or at law or in equity for punitive damagestermination of this Lease.

Indemnification by Tenant. Except To the fullest extent allowed by law, Tenant shall at all times indemnify, defend and hold Landlord and Landlord's shareholders, employees and managing agent harmless against and from any and all claims, costs, liabilities, actions and damages (including, without limitation, reasonable attorneys' fees and costs) by or on behalf of any person or persons, firm or firms, corporation or corporations, arising from the conduct or management, or from any work or things whatsoever done in or about the Demised Premises, and will further indemnify, defend and hold Landlord harmless against and from any and all claims arising during the term of this Lease, from any condition of the Improvements or the Demised Premises, or arising from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed, pursuant to the extent terms of this Lease, or arising from any act or negligence of Tenant, its agents, servants, employees or licensees, or arising from any accident, injury or damage whatsoever caused to any person, firm or corporation occurring during the term of this Lease, in or about the Demised Premises, in each case unless caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managersemployees, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shallfrom and against all costs, at its own expenseattorney's fees, expenses and liabilities incurred in or about any such claim or action or proceeding brought thereon; and in case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord, covenants to defend such action or proceeding by counsel reasonably satisfactory to Landlord. Tenant's obligations under this Section 20.3 shall be insured by contractual liability endorsement on Tenant's policies of insurance required under the provisions of Section 6.2 hereof. Landlord agrees to indemnify, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to hold Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims Tenant's shareholders and Tenant shall pay and discharge employees harmless against any and all judgmentsclaims, costs, liabilities, losses, actions and expenses, damages (including reasonable attorneys’ fees' fees and costs) caused by Landlord's breach of this Lease; provided, charges and disbursementshowever, that arise therefrom. In no event Landlord shall Tenant never be liable to Landlord for consequential damages such as lost profits, punitive damages, or any Indemnified Landlord Party under this Lease loss or at law or in equity for punitive damagesdamage to Tenant's property, the risk of loss of which shall be borne by Tenant.

Indemnification by Tenant. Except Subject to the extent waiver of subrogation provisions contained in Article 7 and except as expressly set forth to the contrary in this Lease, from and after the Substantial Completion Date Tenant shall indemnify and save Landlord and Landlord’s Representatives harmless of and from ail loss, cost, liability, claim, damage and expense, including, without limitation, reasonable attorneys’ fees, penalties and fines incurred by Landlord in connection with third party claims arising from: (a) the use or occupancy of the Premises by Tenant or anyone claiming under Tenant in violation of Tenant’s obligations under this Lease, and (b) any acts, omissions, or negligence of Tenant or any of the Tenant Parties, in or about the Premises, the Building or the Property, either prior to or during the Term, including any acts, omissions or negligence in making or performing of any Tenant’s Alterations but, in all cases, excluding (from the indemnity provision) loss, cost, liability, claim, damage or expense caused by the sole negligence, gross negligence or willful misconduct of Landlord or any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trusteesRepresentatives, This indemnity and their respective officershold harmless agreement shall include indemnity from and against any and all liability, managersfines, agents directorssuits, employeesdemands, subsidiariescosts and expenses of any kind or nature (including, affiliateswithout limitation, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges fees and disbursements)) incurred in or in connection with any such claim or proceeding brought thereon, damagesand the defense thereof, liabilities, losses, suits or but except with respect to claims (collectively, “Claims”), for with respect to bodily or personal injury or death, shall be limited to the extent any insurance proceeds collectible by Landlord under policies owned by Landlord or such injured party with respect to such damage or injury are insufficient to satisfy same, Any Building employees to whom any personal property damage occurring during the Term shall be entrusted by or on the Property caused by behalf of Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractorsshall be deemed to be acting as Tenant’s agents with respect to such personal property, and shall, at its own expense, defend, indemnify and save harmless neither Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant nor Landlord’s Representatives shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable for any loss of or damage to Landlord any such property by theft or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesotherwise.

Indemnification by Tenant. (a) Except for claims caused by Landlord’s negligence or willful misconduct, to the extent permitted by law, Landlord and Landlord’s Agents shall not be liable to Tenant, Tenant’s Agents, Tenant’s customers, clients, family members, assignees, subtenants or guests, or to any other person or entity for whom Tenant is responsible. Tenant shall indemnify, save harmless and defend Landlord and Landlord’s Agents from and against all claims, damages, costs, liabilities, losses and the like (including without limitation reasonable legal fees, court costs and the like) incurred in connection with loss of life, bodily injury and damage to property (including without limitation the property and person of Tenant and Tenant’s Agents) arising from or relating to any cause whatsoever, including but not limited to the following: (i) any occurrence in, on or about the Premises, and any loading platform or other area outside of the Premises allocated solely to Tenant’s use, except if directly and solely caused by the sole negligence, gross negligence or willful misconduct of any Landlord or Landlord’s Agents, (ii) Tenant’s use or occupancy of the Indemnified Landlord PartiesPremises, or (iii) any act or omission of Tenant, Tenant’s Agents, Tenant’s assignees, Tenant’s subtenants, or attributable to property of Tenant on the Common Areas. Except in the event of a holdover in the Premises beyond the expiration or earlier termination of the Term, Tenant shall defendhave no liability for consequential, indemnify indirect or punitive damages, and save harmless Landlord and waives any right it may have to claim same. (b) Subject to the limitation on Landlord’s trusteesliability provided in Section 5.05, and their respective officersexcept for any claims arising from the negligence or willful misconduct of Tenant or Tenant’s Agents, managersLandlord hereby indemnifies and agrees to hold Tenant and Tenant’s Agents harmless from and against any and all costs, agents directorspenalties, employeesdamages, subsidiariesclaims, affiliatescauses of action, successors obligations, liabilities and assigns (collectively, the “Indemnified Landlord Parties”) against all costs expenses (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims ) (collectively, “Claimsclaims”)) suffered by or claimed against Tenant, directly and solely resulting from Landlord’s or Landlord’s Agents’ gross negligence or willful misconduct. Landlord shall have no liability for bodily consequential, indirect or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractorspunitive damages, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails waives any right it may have to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesclaim same.

Indemnification by Tenant. Except Provided Landlord delivers to Tenant relevant reports with reference to the Premises that Landlord has in its possession, and allows Tenant, the right to contact Landlord’s preferred vendors who have inspected the Property, Building and Premises (provided that any such communication with Landlord’s preferred vendors also includes a representative of Landlord in any such communications), and provided Tenant is allowed access to conduct its own Phase I prior to the execution of this Lease, Tenant shall indemnify, defend (by counsel reasonably acceptable to Landlord), protect, and hold Landlord, each of Landlord’s directors, managers, officers, shareholders, members, partners, employees, representatives, agents, and attorneys, any lender having a lien on or covering the Property or any part thereof, any entity or person named or required to be named as an additional insured in Paragraph 14.2, and the respective successors and assigns of all of the foregoing persons free and harmless from and against any and all claims, actions, causes of action (including, without limitation, remedial and enforcement actions of any kind, informal or formal administrative or judicial proceedings, and orders or judgments arising therefrom), liabilities, penalties, forfeitures, damages (including, without limitation, damages for the loss or restriction or use of rentable space or any amenity of the Premises or the Property, diminution in the value of the Premises or the Property, fines, injunctive relief, losses or expenses (including, without limitation, the costs of investigation and testing and reasonable consultants’ and attorneys’ fees and costs) or death of or injury to any person or damage to any property whatsoever, to the extent caused arising from or caused, in whole or in part, directly or indirectly, by (A) any Tenant’s Contamination, (B) Tenant’s or any Tenant’s Representative’s failure to comply with any Hazardous Materials Laws with respect to the sole negligencePremises, gross negligence or willful misconduct (C) offsite disposal or transportation of any of Hazardous Materials on, from, under or about the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits Premises or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractorsany Tenant’s Representative. Tenant’s obligations hereunder shall include without limitation, and shallwhether foreseeable or unforeseeable, at its own expenseall costs of any required or necessary repair, defendcleanup or detoxification or decontamination of the Premises, indemnify and save harmless Landlord and the preparation and implementation of any closure, remedial action or other Indemnified Landlord Parties against all Claims brought against Landlord and/or required plans in connection therewith. For purposes of the other Indemnified Landlord Partiesindemnity provisions hereof, for which any acts or omissions of Tenant is responsible for indemnification hereunderor by any Tenant Representative (whether or not they are negligent, and if Tenant fails intentional, willful or unlawful) shall be strictly attributable to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesTenant.

Indemnification by Tenant. Except as expressly set forth to the contrary in this Lease or in the case of Landlord's gross negligence or willful misconduct, from and after the Commencement Date, Tenant shall indemnify, defend and save Landlord and Landlord's agents harmless of and from all reasonable, actual, out-of-pocket loss, cost, liability, claim, damage and expense, including, without limitation, reasonable counsel fees, penalties and fines incurred by Landlord to the extent caused by: (a) the use or occupancy of the Premises or Outside Areas by the sole negligenceTenant or any party claiming by, gross under or through Tenant, and (b) any negligence or willful misconduct of Tenant (or of any of such party claiming by, under or through Tenant, or the Indemnified Landlord Partiescontractors, Tenant shall defendagents, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directorsservants, employees, subsidiariesvisitors, affiliatesor licensees of Tenant or any such party claiming by, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursementsunder or through Tenant), damages, liabilities, losses, suits in or claims (collectively, “Claims”), for bodily about the Premises or personal injury the Building or property damage occurring the Complex either prior to or during the Term on the Property caused by Tenant Term, including without limitation any negligence or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant willful misconduct in the manner set forth in Section 18, defend such Claims making or performing of any Alterations. This indemnity and Tenant hold harmless agreement shall pay include indemnity from and discharge against any and all judgmentsliability, costsfines, liabilitiessuits, lossesdemands, costs and expenses of any kind or nature (including, without limitation, attorneys' fees and disbursements) incurred in or in connection with any such indemnified claim or proceeding brought thereon, and expenses, including reasonable attorneys’ fees, charges the defense thereof. Any Building employees to whom any personal property shall be entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant's agents with respect to such personal property and disbursements, that arise therefrom. In no event neither Landlord nor Landlord's agents shall Tenant be liable for any loss of or damage to Landlord any such property by theft or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesotherwise.

Indemnification by Tenant. Except Subject to the extent waiver of subrogation provisions contained in Article 7 and except as expressly set forth to the contrary in this Lease, from and after the Substantial Completion Date Tenant shall indemnify and save Landlord and Landlord’s Representatives harmless of and from all loss, cost, liability, claim, damage and expense, including, without limitation, reasonable attorneys’ fees, penalties and fines incurred by Landlord in connection with or arising from: (a) the use or occupancy of the Premises by Tenant or anyone claiming under Tenant, but excluding (from the indemnity provision) loss, cost, liability, claim, damage or expense caused by the sole negligence, gross negligence or willful misconduct of Landlord or any of Landlord’s Representatives, and (b) any acts, omissions, or negligence of Tenant or any of the Indemnified Landlord Tenant Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectivelyin or about the Premises, the “Indemnified Landlord Parties”) Building or the Property, either prior to or during the Term, including any acts, omissions or negligence in making or performing of any Tenant’s Alterations. This indemnity and hold harmless agreement shall include indemnity from and against any and all liability, fines, suits, demands, costs and expenses of any kind or nature (including including, without limitation, reasonable attorneys’ fees, charges fees and disbursements)) incurred in or in connection with any such claim or proceeding brought thereon, damagesand the defense thereof, liabilities, losses, suits or but except with respect to claims (collectively, “Claims”), for with respect to bodily or personal injury or death, shall be limited to the extent any insurance proceeds collectible by Landlord under policies owned by Landlord or such injured party with respect to such damage or injury are insufficient to satisfy same. Any Building employees to whom any personal property damage occurring during the Term shall be entrusted by or on the Property caused by behalf of Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractorsshall be deemed to be acting as Tenant’s agents with respect to such personal property, and shall, at its own expense, defend, indemnify and save harmless neither Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant nor Landlord’s Representatives shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable for any loss of or damage to Landlord any such property by theft or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damagesotherwise.

Indemnification by Tenant. Except 13.01 Tenant agrees to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trusteesits affiliated companies and their agents, servants, directors, officers, and their respective officersemployees (collectively "Indemnitees") from and against any and all liabilities, managersdamages, agents directorsclaims, employeessuits, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable court costs, attorneys’ ' fees, charges and disbursementscosts of investigation), damagesand actions of any kind arising or alleged to arise by reason of injury to or death of any person or damage to or loss of property occurring on, liabilitiesin, losses, suits or claims (collectively, “Claims”), for bodily about the Leased Premises or personal injury by reason of any other claim whatsoever of any person or property damage occurring during the Term party occasioned or alleged to be occasioned in whole or in part by any act or omission on the Property caused by part of Tenant or its officersany invitee, managerslicensee, agentsemployee, directorsdirector, subsidiariesofficer, affiliatesservant, successorscontractor, assignssubcontractor or tenant of Tenant, inviteesor by any breach, visitors violation, or contractorsnonperformance of any covenant of Tenant under this Lease, and shalleven if such liability, at its own expenseclaims, defendsuits, costs, injuries, deaths or damages arise from or are attributed to the concurrent negligence of any Indemnitee. Tenant further agrees to indemnify and save Landlord harmless Landlord against and from any and all claims by or on behalf of any person or persons, firm or firms, corporation or corporations, arising during the other Indemnified Landlord Parties against all Claims brought against Landlord and/or term of this Lease from any condition of the other Indemnified Landlord PartiesBuilding, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its optionother structure or improvement on the Leased Premises or any street, but without being obligated to do so) maycurb or sidewalk adjoining the Leased Premises, at or of any passageways or spaces therein or appurtenant thereto, or arising from any breach or default on the reasonable cost and expense to Tenant and upon notice to part of Tenant in the manner set forth performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease. If any action or proceeding shall be brought by or against any Indemnitee in Section 18connection with any such liability or claim, Tenant, on notice from Landlord, shall defend such Claims and action or proceeding, at Tenant's expense, by or through attorneys reasonably satisfactory to Landlord. The provisions of this Section shall apply to all activities of Tenant with respect to the Leased Premises or Building, whether occurring before or after the termination of this Lease (but not occurring prior to the Commencement Date). Tenant's obligations under this Paragraph shall pay and discharge not be limited to the limits or coverage of insurance maintained or required to be maintained by Tenant under this Lease. 13.02 No Indemnitee shall be liable in any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrommanner to Tenant or any other party for any injury to or death of persons unless caused solely by the willful misconduct or gross negligence of an Indemnitee. In no event shall Tenant any indemnitee be liable in any manner to Landlord Tenant or any Indemnified Landlord Party under this Lease other party as the result of the acts or omissions of Tenant, its agents, employees, contractors or any other tenant of the Building. All personal property upon the Leased Premises shall be at law the risk of the Tenant only and no Indemnitees shall be liable for any loss of or damage to property of Tenant, its employees, agents, customers, invitees, or to others, regardless of whether such property is entrusted to employees of the Building, or such loss or damage is occasioned by casualty, theft, or any other cause of whatsoever nature, whether or not due in whole or in equity for punitive damagespart to the negligence of any Indemnitee.