Common use of Indemnification by Xxxxxx Clause in Contracts

Indemnification by Xxxxxx. Tenant shall indemnify, defend (by counsel reasonably acceptable to Landlord), protect, and hold Landlord, and each of Landlord’s employees, representatives, agents, attorneys, successors and 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 (including, without limitation, the cost of investigation and testing, consultant’s and attorney’s fees, remedial and enforcement actions of any kind, administrative (informal or otherwise) or judicial proceedings and orders or judgments arising therefrom), causes of action, liabilities, penalties, forfeitures, damages (including, but not limited to, damages for the loss or restriction or use of rentable space or any amenity of the Property, or damages arising from any adverse impact on marketing of space in the Property), diminution in the value of 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 whatsoever, arising from or caused in whole or in part, directly or indirectly by (i) any Contamination required by Hazardous Materials Laws to be removed or remediated to the extent required to comply with applicable Hazardous Materials Laws to restore the Property to a standard that will allow the Permitted Use, (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 by Tenant or Tenant’s Representatives. Tenant shall be obligated for the indemnifications of this Paragraph 8.6 regardless of whether or not Tenant is in compliance with the other terms and conditions of this Lease. 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 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, assignees, contractors or subcontractors of Tenant or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant.

Indemnification by Xxxxxx. Tenant shall indemnify, defend (by counsel reasonably acceptable The Lessee hereby agrees to Landlord), protect, indemnify and hold Landlord, and each of Landlord’s employees, representatives, agents, attorneys, successors and assigns, save harmless the Corporation and its directors, officers, partners, representatives, any lender having a lien on or covering the Property or any part thereof, employees 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 agents from and against any and all claims, actions (including, without limitation, the cost of investigation and testing, consultant’s and attorney’s fees, remedial and enforcement actions of any kind, administrative (informal or otherwise) or judicial proceedings and orders or judgments arising therefrom)actions, causes of action, liabilitiessuits, penaltiesclaims, forfeituresdemands, damages costs, losses and expenses arising out of or in connection with any and all loss, injury, death or damage suffered or incurred by any person or government agency by reason of or which may be attributable to or arise out of: (includinga) any act, but omission, misrepresentation or breach of warranty, covenant or obligation by the Lessee in connection with this Agreement. (b) the maintenance, repair, use, operation, possession, storage, delivery or transportation of the Equipment by the Lessee or the failure to maintain, repair, use, operate, store, deliver or transport the Equipment in the manner required hereunder or by applicable laws; (c) the condition of the Equipment (including latent and other defects with respect thereto, whether or not limited todiscoverable by the Corporation or the Lessee), damages for if different from the loss condition of the Equipment upon the Lessee taking possession of it; (d) the surface rights of the land upon which the Lessee locates the Equipment; (e) the escape, release or restriction spill of any contaminant or other substance processed in or used in connection with the Lessee’s use of rentable space the Equipment; or (f) any removal, abandonment, salvage, reclamation, environmental or any amenity health matters pertaining to the Equipment while in the possession of the PropertyLessee and all obligations, damages, costs, fines and penalties associated therewith, whether arising by or imposed by applicable laws, agreements or otherwise, and the Lessee agrees to assume liability for all losses, costs, expenses, liabilities and damages suffered or incurred by the Corporation, its directors, officers, employees or agents resulting from or in any way attributable or arising out of the foregoing matters. Notwithstanding the foregoing, the Lessee shall not be required to indemnify or save harmless the Corporation from any adverse impact on marketing actions, causes of space in the Property)action, diminution in the value of the Propertysuits, finesclaims, injunctive reliefdemands, costs, losses or expenses (includingresulting from the negligence, without limitation, reasonable attorneys’ fees and costs) willful misconduct or death of or injury to any person or damage to any property whatsoever, arising from or caused in whole or in part, directly or indirectly by (i) any Contamination required by Hazardous Materials Laws to be removed or remediated to the extent required to comply with applicable Hazardous Materials Laws to restore the Property to a standard that will allow the Permitted Use, (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 by Tenant or Tenant’s Representatives. Tenant shall be obligated for the indemnifications breach of this Paragraph 8.6 regardless of whether or not Tenant is in compliance with Agreement by the other terms and conditions of this Lease. 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 PropertyCorporation, and the preparation and implementation Lessee shall not have any liability hereunder to the Corporation in respect of any closureindirect, remedial action consequential or other required plans in connection therewith. For purposes of the indemnity provisions hereof, any acts or omissions of Tenant, or by employees, agents, assignees, contractors or subcontractors of Tenant or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenantspecial damages.

Indemnification by Xxxxxx. Tenant shall indemnify, defend (by counsel reasonably acceptable Xxxxxx hereby agrees to Landlord), protect, indemnify and hold Landlordharmless WEST, its Affiliates and each of Landlord’s employees, representatives, agents, attorneys, their successors and assigns, and the trustees and agents of WEST, its directorsAffiliates and their successors and assigns (each, 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 “WEST Indemnified Party”) for any and all claimsLosses, actions arising out of or resulting from or relating to: (including, without limitation, a) the cost of investigation and testing, consultant’s and attorney’s fees, remedial and enforcement actions breach or inaccuracy of any kind, administrative (informal representation or otherwise) or judicial proceedings and orders or judgments arising therefrom), causes of action, liabilities, penalties, forfeitures, damages (including, but not limited to, damages for the loss or restriction or use of rentable space or any amenity of the Property, or damages arising from any adverse impact on marketing of space warranty made by Xxxxxx contained in the Property), diminution Transfer Documents; (b) the breach of any covenant or agreement by Xxxxxx contained in the value Transfer Documents; (c) Liabilities of 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 whatsoever, Initial Asset Trusts arising from or caused in whole relating to the ownership of the Initial Assets or the Initial Asset Interests or actions or inactions of Xxxxxx or the Initial Asset Trusts or the conduct of their respective businesses prior to the relevant Delivery Date; or (d) any and all Losses suffered or incurred by WEST and Initial Asset Trusts by reason of or in part, directly connection with any claim or indirectly by (i) cause of action of any Contamination required by Hazardous Materials Laws to be removed or remediated third party to the extent required to comply with applicable Hazardous Materials Laws to restore arising out of any action, inaction, event, condition, liability or obligation of Xxxxxx or the Property to a standard that will allow the Permitted Use, (ii) Tenant’s Initial Asset Trusts occurring or Tenant’s Representatives failure to comply with any Hazardous Materials Laws with respect existing prior to the Propertyrelevant Delivery Date, except to the extent such Losses are due to the gross negligence, fraud or willful misconduct of any WEST Indemnified Party. Neither the foregoing indemnity nor any other term or provision of this Agreement shall impose (iiior be construed to impose) offsite disposal any liability on Xxxxxx arising out of the failure of any Lessee to perform its obligations under a Lease or transportation to provide WEST or any WEST Indemnified Party with protection against credit losses or other economic risks of Hazardous Materials onowning any Aircraft, fromLease or related assets following any transfer. Without limiting the foregoing, under or about the Property by Tenant or Tenant’s Representatives. Tenant shall be obligated no WEST Indemnified Party has recourse to Xxxxxx for the indemnifications of this Paragraph 8.6 regardless of whether bankruptcy or not Tenant is in compliance with the other terms and conditions of this Lease. Tenant’s obligations hereunder shall include, without limitation, and whether foreseeable or unforeseeable, all costs insolvency of any required Lessee or necessary repair, clean up or detoxification or decontamination the financial inability of the Property, and the preparation and implementation of a Lessee to make payments pursuant to 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, assignees, contractors or subcontractors of Tenant or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to TenantLease.

Indemnification by Xxxxxx. Tenant Xxxxxx shall indemnifyindemnify and hold harmless the New Fluor Indemnified Parties from and against; (a) All Losses relating to, defend or arising out of, or due to, directly or indirectly, (by counsel reasonably acceptable i) the management or investment of assets of any of the Xxxxxx Plans with respect to Landlordall periods prior to and after the Distribution Date (other than the Xxxxxx Defined Benefit Plans with respect to periods prior to the Transfer Date for the period in which they were part of the Fluor Master Trust), protector (ii) the management and investment, after the Distribution Date of Fluor Plan assets held by the Xxxxxx Group that are attributable to Xxxxxx Group participants and hold Landlordbeneficiaries. (b) All Losses from assessments, fines or penalties imposed, with respect to any of the Xxxxxx Plans with respect to all periods prior to and each of Landlord’s employeesafter the Distribution Date or imposed after the Distribution Date with respect to the Fluor Plans, representatives, agents, attorneys, successors and assigns, and its directors, officers, partners, representatives, any lender having a lien on or covering the Property or any part portions thereof, which are administered by or on behalf of the Xxxxxx Group on and any entity after the Distribution Date and which are based upon acts, errors or person named omissions of the Xxxxxx Group. (c) All Losses relating to 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 (including, without limitation, the cost of investigation and testing, consultant’s and attorney’s fees, remedial and enforcement actions arising out of any kindclaims of whatever nature, administrative (informal or otherwise) 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 claims under applicable federal or restriction or use of rentable space or any amenity of the Propertystate law, or damages arising from any adverse impact on marketing of space in the Property), diminution in the value of 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 whatsoever, arising from or caused in whole or in part, directly or indirectly made by (i) any Contamination required by Hazardous Materials Laws to be removed or remediated to the extent required to comply with applicable Hazardous Materials Laws to restore the Property to a standard that will allow the Permitted Use, (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 by Tenant or Tenant’s Representatives. Tenant shall be obligated for the indemnifications of this Paragraph 8.6 regardless of whether or not Tenant is in compliance with the other terms and conditions of this Lease. 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 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, assignees, contractors or subcontractors of Tenant or others acting for or on behalf of Tenant participants or beneficiaries in any of the Xxxxxx Plans with respect to all periods prior to and after the Distribution Date, or any claims made by or on behalf of Xxxxxx Group Participants in any of the Fluor Plans, which are administered by or on behalf of the Xxxxxx Group after the Distribution Date and which Losses are based on acts, errors or omissions occurring after the Distribution Date. (whether d) All Losses which may be incurred with respect to any Xxxxxx Pension Benefit Plan with respect to all periods prior to and after the Distribution Date as a result of any withdrawal or not they are negligentany other potential liability under ERISA and/or, intentionalwith respect to multi-employer plans contributed to by the Xxxxxx Group (excluding Parent) or after the Distribution Date, willful or unlawful), contributed to by Parent under the MPPAA. (e) The indemnities set forth in this (S)7.06 shall be strictly attributable to Tenantinclude reasonable attorney's fees.

Indemnification by Xxxxxx. Tenant shall indemnify, defend (by counsel reasonably acceptable Xxxxxx hereby agrees to Landlord), protect, indemnify and hold Landlordharmless WEST, its Affiliates and each of Landlord’s employees, representatives, agents, attorneys, their successors and assigns, and the trustees and agents of WEST, its directors, officers, partners, representatives, any lender having a lien on or covering the Property or any part thereof, Affiliates and any entity or person named or required to be named as their successors and assigns (each an additional insured in Paragraph 14.2 of this Lease free and harmless from and against “Indemnified Party”) for any and all Liabilities, losses, damages, claims, actions costs and expenses, interest, awards, judgments and penalties (including, without limitation, the cost of investigation attorneys’ and testing, consultant’s consultants’ fees and attorney’s fees, remedial and enforcement actions of any kind, administrative (informal expenses) actually suffered or otherwise) or judicial proceedings and orders or judgments arising therefrom), causes of action, liabilities, penalties, forfeitures, damages (including, but not limited to, damages for the loss or restriction or use of rentable space or any amenity of the Property, or damages arising from any adverse impact on marketing of space in the Property), diminution in the value of the Property, fines, injunctive relief, losses or expenses incurred by them (including, without limitation, reasonable attorneys’ fees and costsany of the foregoing arising from any Action brought or otherwise initiated by any of them) or death (hereinafter a “Loss”), arising out of or injury to resulting from or relating to: (i) the breach or inaccuracy of any person representation or damage to warranty made by Xxxxxx, WEST Acquisition, Facility Acquisition or WEST Funding contained in the Transfer Documents; (ii) the breach of any property whatsoevercovenant or agreement by Xxxxxx contained in the Transfer Documents; (iii) Liabilities of WEST Acquisition, Facility Acquisition and the New Engine Trusts arising from or caused in whole relating to the ownership or actions or inactions of WEST Acquisition, Facility Acquisition, WEST Funding, the Old Engine Trusts or the New Engine Trusts or the conduct of their respective businesses prior to the Closing Date; or (iv) any and all Losses suffered or incurred by WEST, WEST Funding, WEST Acquisition, Facility Acquisition, the Old Engine Trusts and the New Engine Trusts by reason of or in part, directly connection with any claim or indirectly by (i) cause of action of any Contamination required by Hazardous Materials Laws to be removed or remediated third party to the extent required to comply with applicable Hazardous Materials Laws to restore arising out of any action, inaction, event, condition, liability or obligation of WEST Acquisition, Facility Acquisition, WEST Funding, the Property to a standard that will allow Old Engine Trusts or the Permitted Use, (ii) Tenant’s New Engine Trusts occurring or Tenant’s Representatives failure to comply with any Hazardous Materials Laws with respect existing prior to the PropertyClosing Date or, or (iii) offsite disposal or transportation of Hazardous Materials on, from, under or about in the Property by Tenant or Tenant’s Representatives. Tenant shall be obligated for the indemnifications of this Paragraph 8.6 regardless of whether or not Tenant is in compliance with the other terms and conditions of this Lease. Tenant’s obligations hereunder shall include, without limitation, and whether foreseeable or unforeseeable, all costs case of any required or necessary repairRemaining Engine and related Engine Assets transferred after the Closing Date, clean up or detoxification or decontamination the related Delivery Date. To the extent that undertakings of Xxxxxx set forth in this Section 6.02 may be unenforceable, Xxxxxx shall contribute the Property, maximum amount that it is permitted to contribute under Applicable Law to the payment and the preparation and implementation satisfaction 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 all Losses incurred by employees, agents, assignees, contractors or subcontractors of Tenant or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to TenantWEST.

Indemnification by Xxxxxx. Tenant shall indemnify, defend Subject to Section 16.5.6 (by counsel reasonably acceptable to LandlordWaiver of Subrogation), protectLessee releases Lessor and all officials and employees of Xxxxxx from, and hold Landlordcovenants and agrees that neither Lessor nor any Related Party of Lessor shall be liable for, and each of Landlord’s employeesagrees to defend, representatives, agents, attorneys, successors indemnify and assigns, hold Lessor and its directorsRelated Parties (hereinafter the “Lessor Indemnitee” or “Lessor Indemnitees”) harmless against, 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 actions, proceedings, damages, liabilities, costs, and expenses incurred (including, without limitation, the cost of investigation and testing, consultant’s and attorney’s fees, remedial and enforcement actions of any kind, administrative (informal or otherwise) or judicial proceedings and orders or judgments arising therefrom), causes of action, liabilities, penalties, forfeitures, damages (including, but not limited to, damages for the loss or restriction or use of rentable space or any amenity of the Property, or damages arising from any adverse impact on marketing of space in the Property), diminution in the value of the Property, fines, injunctive relief, losses or expenses (including, without limitation, reasonable all attorneys’ fees and costsexpenses arising in connection with each such claim, action or proceeding) from or in connection with: (i) the conduct, operation and management of the Premises or of any business therein, or any work or thing whatsoever done, or any condition created, therein or thereon; (ii) any act, omission, or negligence of Lessee or any of its sublessees or licensees or its or their partners, directors, officers, agents, employees, invitees (but only when a claim, action or proceeding is related to such invitees’ presence on the Premises) or contractors; (iii) any incident, injury or damage whatsoever occurring in, at or upon the Premises; and/or (iv) any third party claim arising out of a breach or Default by Xxxxxx in the full and prompt payment and performance of Lessee’s obligations under this Lease. Notwithstanding the foregoing or anything to the contrary herein, Lessee shall not be obligated to indemnify Lessor for any loss, damage, injury or death to the extent attributable to the sole negligence or intentional misconduct of Lessor or Lessor Indemnitees; and if and to the extent that this Lease is subject to RCW Section 4.24.115, it is agreed that where liability for damages arising out of bodily injury to any person persons or damage to any property whatsoeveris caused by or results from the concurrent negligence of (a) the Lessor Indemnitee or Lessor Indemnitee’s agents or employees, arising from and (b) the Lessee or caused in whole or in partits Related Parties, directly or indirectly by (i) any Contamination required by Hazardous Materials Laws to Lessee’s obligations of indemnity under this Section 17 shall be removed or remediated effective only to the extent required to comply with applicable Hazardous Materials Laws to restore of the Property to a standard Lessee’s negligence. Further, it is acknowledged that will allow liability for any loss, claim, fine or penalty arising from the Permitted Use, (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 Release of Hazardous Materials on, from, under Substances or about the Property by Tenant or Tenant’s Representatives. Tenant any violation of Environmental Laws shall be obligated for governed by the indemnifications terms of Section 12 (Presence and Use of Hazardous Substances) of this Paragraph 8.6 regardless of whether Lease and not by this Section 17; and liability for property damage arising from a fire or not Tenant is in compliance with the other terms and conditions casualty shall be governed by Section 18 of this Lease. Tenant’s obligations hereunder shall include, without limitation, Lease and 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 not by employees, agents, assignees, contractors or subcontractors of Tenant or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant.this Section 17.‌

Indemnification by Xxxxxx. Tenant shall covenants and agrees that it will protect, defend and save and keep Landlord forever harmless and indemnified against and from any penalty or damage or charges {including attorney fees) imposed for any violation of any law or ordinance, whether occasioned by the neglect of Tenant or those holding under Tenant, including Xxxxxx’s agents, employees, contractors and invitees, and that Tenant will at all times protect, indemnify, defend (by counsel reasonably acceptable to Landlord)defend, protect, save and hold Landlord, keep harmless Landlord against and each of Landlord’s employees, representatives, agents, attorneys, successors and 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 actions, judgments, loss, cost, damage or expense (includingincluding attorney fees) arising out of all acts, without limitationfailures, omissions and negligence of Tenant, its agents, employees, contractors and invitees, which occur in or relate to the Leased Premises, the cost of investigation and testingMixed Use Center, consultant’s and attorney’s fees, remedial and enforcement actions of any kind, administrative (informal the Common Areas or otherwise) or judicial proceedings and orders or judgments arising therefrom), causes of action, liabilities, penalties, forfeitures, damages (including, but not limited to, damages for the loss or restriction or use of rentable space or any amenity of the Property, or damages arising from any adverse impact on marketing of space in the Property), diminution in the value of the Property, fines, injunctive relief, losses or expenses (including, without limitation, reasonable attorneys’ fees and costs) or death of or Property causing injury to any person or damage to any property whomsoever or whatsoever, arising from resulting or caused in whole or in part, directly or indirectly occurring by (i) any Contamination required by Hazardous Materials Laws to be removed or remediated to the extent required to comply with applicable Hazardous Materials Laws to restore the Property to a standard that will allow the Permitted Use, (ii) reason of Tenant’s Work, or Tenant’s Representatives failure to comply with construction, use or occupancy of the Leased Premises or any Hazardous Materials Laws with respect to part thereof or any part of the Property, Mixed-Use Center or (iii) offsite disposal or transportation of Hazardous Materials on, from, under or about the Property by Tenant (whether by Tenant or Tenant’s Representatives. Tenant shall be obligated for the indemnifications of this Paragraph 8.6 regardless of whether its agents, employees, contractors or not Tenant is in compliance with the other terms and conditions of this Lease. Tenant’s obligations hereunder shall include, without limitationinvitees), and whether foreseeable Tenant will protect, defend, indemnify, save and keep Landlord harmless against and from any and all loss, cost, damage or unforeseeable, all costs expense (including attorney fees) arising out 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 failure of Tenant, or by employees, its agents, assigneesemployees, contractors or subcontractors invitees, in any respect, to c9mply with and perform all the requirements and provisions of this Lease to be kept and performed by Xxxxxx. Tenant acknowledges and agrees that any and all activities undertaken by Xxxxxx, its agents, employees, contractors and invitees, at the Leased Premises, the Mixed-Use Center, the Common Areas or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), the Property shall be strictly attributable to at the sole and exclusive risk of Tenant.

Indemnification by Xxxxxx. Tenant shall covenants and agrees that it shall, at its own cost and expense, indemnify, defend (by counsel reasonably acceptable to Landlord), protectand save harmless Landlord against and from, and hold LandlordLandlord shall not be liable to Tenant for, and each of Landlord’s employees, representatives, agents, attorneys, successors and 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 claimslosses, actions (includingcosts, without limitationdamages, the cost of investigation expenses and testing, consultant’s and attorney’s fees, remedial and enforcement actions of any kind, administrative (informal or otherwise) or judicial proceedings and orders or judgments arising therefrom), causes of action, liabilities, penalties, forfeitures, damages (including, but not limited to, damages for the loss or restriction or use of rentable space or any amenity of the Property, or damages arising from any adverse impact on marketing of space in the Property), diminution in the value of the Property, fines, injunctive relief, losses or expenses (including, including without limitation, limitation reasonable attorneys’ fees and costs(“Landlord Losses”) which may be incurred or death paid out by or on behalf of any person arising in any manner whatsoever from, out of or injury to any person or damage to any property whatsoever, arising from or caused in whole or in part, directly or indirectly by connection with (i) any Contamination required the use and occupancy of the Premises by Hazardous Materials Laws to be removed or remediated to the extent required to comply with applicable Hazardous Materials Laws to restore the Property to a standard that will allow the Permitted UseTenant, (ii) the breach of or failure to perform any of the terms or conditions of this Lease required to be performed by Tenant’s or Tenant’s Representatives , (iii) any failure by Tenant to comply with any Hazardous Materials Laws with respect statutes, regulations, ordinances or orders of any governmental authority, (iv) any work done in or to the Property, Premises by or (iii) offsite disposal or transportation of Hazardous Materials on, from, under or about the Property by Tenant or Tenant’s Representatives. Tenant shall be obligated for the indemnifications of this Paragraph 8.6 regardless of whether or not Tenant is in compliance with the other terms and conditions of this Lease. 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 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 on behalf of Tenant, or by (v) any act, omission, or negligence on the part of Tenant and/or its officers, employees, agents, assigneescustomers and/or invitees, contractors and Tenant covenants and agrees it shall, at its own cost and expense, indemnify, defend and save harmless Landlord against and from, and Landlord shall not be liable to Tenant for, any and all Losses which may be incurred or subcontractors of Tenant or others acting for paid out by or on behalf of Tenant any person arising in any manner whatsoever from any conduct set forth in subsections 7.02 (i) through (v) above resulting in any accident, damages, death, injury on or about the Premises, or the damage, loss or theft of property in or about the Premises (whether involving property belonging to Tenant or not they are negligent, intentional, willful or unlawfulany other person), shall be strictly attributable resulting from any conduct set forth in subsections 7.02 (i) through (v) above resulting in whatsoever. Tenant covenants, upon notice from Landlord, to Tenantdefend such action or proceeding by legal counsel reasonably satisfactory to Landlord. Tenant covenants, upon notice from Landlord, to defend such action or proceeding by legal counsel reasonably satisfactory to Landlord.

Indemnification by Xxxxxx. Tenant (a) Lessee shall indemnifydefend, defend (by counsel reasonably acceptable to Landlord), protectindemnify and hold harmless the Authority Parties from and against, and hold LandlordLessee shall be responsible for, any and all Claims which may be brought or instituted or asserted against the Authority Parties based on or arising out of or relating to any of the following events (each being referred to herein as an “Indemnified Event”): (i) the failure on the part of Landlord’s employeesthe Lessee or any of its sublessees or their respective owners, representativesofficers, managers, agents, attorneysinvitees, successors and assignsguests, and its directorscontractors, officerssubcontractors or licensees (“Lessee Parties”) to comply with the provisions of Applicable Laws applicable to the Leased Premises or the Lessee Facilities, partners, representatives, (ii) any lender having a lien on or covering the Property or any part thereof, and any entity or person named or required injury 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 (including, without limitation, the cost of investigation and testing, consultant’s and attorney’s fees, remedial and enforcement actions of any kind, administrative (informal or otherwise) or judicial proceedings and orders or judgments arising therefrom), causes of action, liabilities, penalties, forfeitures, damages (including, but not limited to, damages for the loss or restriction or use of rentable space or any amenity of the Property, or damages arising from any adverse impact on marketing of space in the Property), diminution in the value of the Property, fines, injunctive relief, losses or expenses (including, without limitation, reasonable attorneys’ fees and costs) or death of or claim of injury to or death of any person or any damage to any or loss of or claim of damage to or loss of property whatsoever, arising from occurring on the Leased Premises or caused in whole or in part, directly or indirectly by (i) any Contamination required by Hazardous Materials Laws to be removed or remediated to the extent required to comply with applicable Hazardous Materials Laws to restore the Property to a standard that will allow the Permitted Use, (ii) Tenant’s or Tenant’s Representatives failure to comply with any Hazardous Materials Laws with respect to the PropertyLessee Facilities, or (iii) offsite disposal any injury to or transportation death of Hazardous Materials onor claim of injury to or death of any person or any damage to or loss of or claim of damage to or loss of property arising out Xxxxxx’s operations on the Leased Premises or Xxxxxx’s use of the Lessee Facilities. (b) Notwithstanding anything to the contrary contained in Section 9.01(a), fromit is expressly provided and agreed by and between the Parties that Lessee shall not be obligated to indemnify and hold harmless the Authority Parties from and against their own negligence. (c) Notwithstanding anything to the contrary contained in Section 9.01(a), under or about the Property by Tenant or Tenant’s Representatives. Tenant Lessee shall be obligated relieved of its obligation of indemnity (but not its obligation to defend) with respect to any Claim to the extent, but only to the extent, of (1) the amount actually recovered from one or more insurance carriers and either paid to the Authority Parties or paid for benefit of the indemnifications Authority Parties in reduction of such Claim, or (2) the percentage of responsibility attributed to the Authority Parties with respect to causing or contributing to cause the Indemnified Event for which the Claim was made. (d) Xxxxxx’s indemnity obligations under this Paragraph 8.6 regardless Section 9.01 shall not be limited by a limitation on the amount or type of whether damages, compensation or not Tenant is in compliance with benefits owed by Lessee to any employee of Lessee under workers’ or workmen’s compensation acts, disability benefit acts, or other employee benefit acts. (e) The obligations of the other terms and conditions Lessee under this Section 9.01 shall survive the expiration or any earlier termination of the term of this Lease. 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 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, assignees, contractors or subcontractors of Tenant or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant.

Indemnification by Xxxxxx. Tenant shall indemnify, defend (by counsel reasonably acceptable Xxxxxx hereby agrees to Landlord), protect, indemnify and hold Landlordharmless WEST, its Affiliates and each of Landlord’s employees, representatives, agents, attorneys, their successors and assigns, and the trustees and agents of WEST, its directorsAffiliates and their successors and assigns (each, 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 “WEST Indemnified Party”) for any and all claimsLosses, actions arising out of or resulting from or relating to: (including, without limitation, a) the cost of investigation and testing, consultant’s and attorney’s fees, remedial and enforcement actions breach or inaccuracy of any kind, administrative (informal representation or otherwise) or judicial proceedings and orders or judgments arising therefrom), causes of action, liabilities, penalties, forfeitures, damages (including, but not limited to, damages for the loss or restriction or use of rentable space or any amenity of the Property, or damages arising from any adverse impact on marketing of space warranty made by Xxxxxx contained in the Property), diminution Transfer Documents; (b) the breach of any covenant or agreement by Xxxxxx contained in the value Transfer Documents; (c) Liabilities of 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 whatsoever, Initial Asset Trusts arising from or caused in whole relating to the ownership of the Initial Assets or the Initial Asset Interests or actions or inactions of Xxxxxx or the Initial Asset Trusts or the conduct of their respective businesses prior to the relevant Delivery Date; or (d) any and all Losses suffered or incurred by WEST and Initial Asset Trusts by reason of or in part, directly connection with any claim or indirectly by (i) cause of action of any Contamination required by Hazardous Materials Laws to be removed or remediated third party to the extent required to comply with applicable Hazardous Materials Laws to restore arising out of any action, inaction, event, condition, liability or obligation of Xxxxxx or the Property to a standard that will allow the Permitted Use, (ii) Tenant’s Initial Asset Trusts occurring or Tenant’s Representatives failure to comply with any Hazardous Materials Laws with respect existing prior to the Propertyrelevant Delivery Date, except to the extent such Losses are due to the gross negligence, fraud or willful misconduct of any WEST Indemnified Party. Neither the foregoing indemnity nor any other term or provision of this Agreement shall impose (iiior be construed to impose) offsite disposal any liability on Xxxxxx arising out of the failure of any Lessee to perform its obligations under a Lease or transportation to provide WEST or any WEST Indemnified Party with protection against credit losses or other economic risks of Hazardous Materials onowning any Aircraft, fromLease or related assets following any transfer. Without limiting the foregoing, under or about the Property by Tenant or Tenant’s Representatives. Tenant shall be obligated no WEST Indemnified Party has recourse to Xxxxxx for the indemnifications of this Paragraph 8.6 regardless of whether bankruptcy or not Tenant is in compliance with the other terms and conditions of this Lease. Tenant’s obligations hereunder shall include, without limitation, and whether foreseeable or unforeseeable, all costs insolvency of any required Lessee or necessary repair, clean up or detoxification or decontamination the financial inability of the Property, and the preparation and implementation of a Lessee to make payments pursuant to 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, assignees, contractors or subcontractors of Tenant or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to TenantLease.

Indemnification by Xxxxxx. Tenant shall Except as otherwise provided in this ------------------------- Article 9, Xxxxxx (the "Indemnifying Party"), agrees to indemnify, defend (by counsel reasonably acceptable to Landlord), protect, and hold Landlord, and harmless each of Landlord’s employeesthe Purchasers and their Affiliates and their respective officers, representativesdirectors, agents, attorneysemployees, successors and assigns, and its directors, officerssubsidiaries, partners, representativesmembers and controlling persons (each, any lender having a lien on or covering an "Indemnified Party") to 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 fullest extent permitted by law from and against any and all losses and any and all actions, proceedings, claims, actions complaints, disputes, arbitrations or investigations or written threats thereof (includingcollectively, without limitation"Claims") (including any Claim by a third party), the cost of investigation and testingdamages, consultant’s and attorney’s expenses (including reasonable fees, remedial disbursements and enforcement actions other charges of counsel incurred by the Indemnified Party in any kind, administrative (informal action between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) or judicial proceedings other liabilities (collectively, "Losses") resulting from, arising out of or relating to the breach by the Indemnifying Party of any representation or warranty or covenant set forth in Article 5, or relating to the breach of any other agreement by the Indemnifying Party in this Agreement or the other Transaction Documents; provided, that the Indemnifying -------- Party shall not be liable under this Section 9.1 to an Indemnified Party to the extent that it is finally judicially determined that such Losses resulted primarily from the material breach by such Indemnified Party of any representation, warranty, covenant or other agreement of such Indemnified Party contained in this Agreement or other Transaction Documents; and orders or judgments arising therefrom)provided, causes -------- further, that if ------- and to the extent that such indemnification is unenforceable for any reason, the Indemnifying Party shall make the maximum contribution to the payment and satisfaction of actionsuch Losses which shall be permissible under applicable laws. Notwithstanding anything to the contrary contained herein, liabilities, penalties, forfeitures, damages (including, but the amount of any payment by any Indemnifying Party to any Indemnified Party herewith in respect of any Loss shall not limited to, damages exceed the aggregate purchase price paid by the Purchasers for the loss or restriction or use of rentable space or any amenity Purchased Shares purchased by the Purchasers hereunder. In connection with the obligation of the PropertyIndemnifying Party to indemnify for expenses as set forth above, or damages arising from any adverse impact on marketing the Indemnifying Party shall, upon presentation of space in the Property)appropriate invoices containing reasonable detail, diminution in the value of the Property, fines, injunctive relief, losses or reimburse each Indemnified Party for all such expenses (includingincluding reasonable fees, without limitation, reasonable attorneys’ fees disbursements and costsother charges of counsel incurred by the Indemnified Party) or death of or injury to any person or damage to any property whatsoever, arising from or caused in whole or in part, directly or indirectly by only (i) after the final resolution or disposition of such Claim and (ii) if such Indemnified Party prevails in such Claim; provided, however, that if an Indemnified Party is reimbursed hereunder -------- ------- for any Contamination required by Hazardous Materials Laws to expenses, such reimbursement of expenses shall be removed or remediated refunded to the extent required to comply with applicable Hazardous Materials Laws to restore it is finally judicially determined that the Property to a standard that will allow Losses in question resulted primarily from the Permitted Use, (ii) Tenant’s willful misconduct or Tenant’s Representatives failure to comply with any Hazardous Materials Laws with respect to the Property, or (iii) offsite disposal or transportation gross negligence of Hazardous Materials on, from, under or about the Property by Tenant or Tenant’s Representatives. Tenant shall be obligated for the indemnifications of this Paragraph 8.6 regardless of whether or not Tenant is in compliance with the other terms and conditions of this Lease. 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 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, assignees, contractors or subcontractors of Tenant or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenantsuch Indemnified Party.

Indemnification by Xxxxxx. Tenant shall indemnifyTo the extent permitted by law, defend Xxxxxx agrees to indemnify Lessor for and to hold it harmless against any loss, liability or expense (including reasonable attorneys' fees) arising out of or in connection with any activities conducted on the Site by counsel reasonably acceptable to Landlord), protectXxxxxx. Lessee hereby releases Lessor from, and shall indemnify and hold Landlord, and each of Landlord’s employees, representatives, agents, attorneys, successors and assigns, Lessor (and its officers, directors, officersemployees and agents) harmless against, 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 (including, without limitation, the cost of investigation claims and testing, consultant’s and attorney’s fees, remedial and enforcement actions liabilities of any kind, administrative (informal character or otherwise) or judicial proceedings and orders or judgments arising therefrom), causes of action, liabilities, penalties, forfeitures, damages (including, but not limited to, damages for the loss or restriction or use of rentable space or any amenity of the Property, or damages arising from any adverse impact on marketing of space in the Property), diminution in the value of 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 whatsoever, arising from or caused in whole or in part, directly or indirectly nature whatsoever asserted by (i) any Contamination required by Hazardous Materials Laws to be removed or remediated to the extent required to comply with applicable Hazardous Materials Laws to restore the Property to a standard that will allow the Permitted Use, (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 by Tenant or Tenant’s Representatives. Tenant shall be obligated for the indemnifications of this Paragraph 8.6 regardless of whether or not Tenant is in compliance with the other terms and conditions of this Lease. 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 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, assignees, contractors or subcontractors of Tenant or others acting for or on behalf of Tenant any Person arising out of, resulting from, and in any way connected with the Site, including, without limiting the generality of the foregoing, (i) obligations for the payment of any costs of the Facilities; (ii) any loss, destruction of or damage to property of any Person or Persons or any injury to or death of any natural person or persons occasioned by any cause whatsoever pertaining to or related to the Site or the Facilities; (iii) any claims relating to the acquisition, construction and installation of the Facilities; and (iv) the leasing of the Site or the Facilities to Lessee, or its subtenants or assigns, and the condition, use, possession or management of the Facilities during the Lease Term. Lessee will also pay or reimburse all legal or other expenses reasonably incurred by Xxxxxx (and its officers, directors, employees and agents) in connection with the investigation or defense of any action or proceeding, whether or not they are negligentresulting in liability, intentionalwith respect to any claim, willful liability or unlawful)loss in respect of which indemnity may be sought against Lessee under the provisions of this Section 6.4. Anything to the contrary herein contained notwithstanding, the covenants of Lessee contained in this Section 6.4 shall, with respect to any claim, liability, or loss for which Lessee is obligated to provide indemnity, remain in full force and effect after the termination of this Agreement. In the event any action or proceeding arguably barred by the applicable statute of limitations is brought against any indemnifiable party hereunder, Xxxxxx shall be strictly attributable obligated to Tenantdefend such indemnifiable party with respect to such action or proceeding, all to the end that the bar of the statute of limitations may be asserted by Lessee against the party bringing such action or proceedings but may not be asserted by Lessee against the indemnifiable party in order to avoid performing any of Lessee's obligations under this Section 6.4.

Indemnification by Xxxxxx. Tenant shall indemnifyXXXXXX shall, defend (by counsel reasonably acceptable to Landlord)at its own cost and expense, protectdefend, indemnify and hold Landlordharmless MEDIMMUNE and its AFFILIATES and their licensors related to PRODUCTS and their respective employees, agents, officers, shareholders and directors and each of Landlord’s employees, representatives, agents, attorneys, successors and assigns, and its directors, officers, partners, representatives, any lender having them (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 “MEDIMMUNE INDEMNIFIED PARTY”) from and against any and all claims, actions (including, without limitation, the cost of investigation and testing, consultant’s and attorney’s fees, remedial and enforcement actions of any kind, administrative (informal or otherwise) or judicial proceedings and orders or judgments arising therefrom), causes of action, liabilities, penalties, forfeitureslosses, damages and costs (includingincluding reasonable attorney’s fees) of any nature made or asserted against a MEDIMMUNE INDEMNIFIED PARTY or lawsuits or other proceedings filed or otherwise instituted against a MEDIMMUNE INDEMNIFIED PARTY, but not limited toas described below (hereinafter individually and collectively a “MEDIMMUNE LOSS”): (a) With respect to SYNAGIS, damages for to the loss extent that such MEDIMMUNE LOSS results or restriction arises from clinical trials, testing, sale or use of rentable space SYNAGIS which is used or any amenity sold by or on behalf of the Property, or damages arising from any adverse impact on marketing of space in the Property), diminution in the value of the Property, fines, injunctive relief, losses or expenses XXXXXX and (including, without limitation, reasonable attorneys’ fees and costsb) or death of or injury With respect to any person or damage to any property whatsoever, arising from or caused in whole or in part, directly or indirectly by NUMAX: (i) [***] of any Contamination required by Hazardous Materials Laws MEDIMMUNE LOSS related to be removed or remediated a THIRD PARTY claim of product liability related to [***], and (ii) to the extent required to comply with applicable Hazardous Materials Laws to restore the Property to that such MEDIMMUNE LOSS results or arises from: (A) [***] or (B) a standard that will allow the Permitted Usebreach of a statutory duty, (ii) Tenant’s representation or Tenant’s Representatives warranty or a failure to comply with any Hazardous Materials Laws with respect covenant or other obligation of XXXXXX set forth in this AGREEMENT; except, in each case, to the Propertyextent such MEDIMMUNE LOSS results or arises from any [***] relating to NUMAX within the TERRITORY conducted by MEDIMMUNE, its AFFILIATES or licensees under this AGREEMENT; but in all cases described in (iiia) offsite disposal or transportation of Hazardous Materials onand (b) above, from, under or about the Property by Tenant or Tenant’s Representatives. Tenant XXXXXX shall be obligated not have any obligation to indemnify MEDIMMUNE for the indemnifications of this Paragraph 8.6 regardless of whether or not Tenant is in compliance with the other terms and conditions of this Lease. Tenant’s obligations hereunder shall include, without limitation, and whether foreseeable or unforeseeable, all costs portion of any required MEDIMMUNE LOSS that arises or necessary repair, clean up results from the negligence or detoxification or decontamination willful misconduct 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, assignees, contractors or subcontractors of Tenant or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenantsuch MEDIMMUNE INDEMNIFIED PARTY.

Indemnification by Xxxxxx. To the fullest extent permitted by law, Tenant shall indemnify, defend (by counsel reasonably acceptable to and hold harmless Landlord), protectthe Managing Agent, Xxxxxx Xxxxxxx & Sons Inc. and Comfort Maintenance Corp., and hold Landlordits/their respective members, partners, subsidiaries and affiliates, and each of Landlord’s employees, representatives, agents, attorneys, successors and assigns, and its their respective directors, officers, partnersagents, representatives, any lender having a lien on or covering the Property or any part thereofservants, 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 employees ​ ​ (collectively, the “Landlord’s Parties”) from and against any and all third party claims, actions (includingdemands, liabilities, damages, judgments, orders, decrees, actions, proceedings, fines, penalties, costs and expenses, including without limitation, the cost of investigation court costs and testing, consultant’s and attorney’s fees, remedial and enforcement actions of any kind, administrative (informal or otherwise) or judicial proceedings and orders or judgments arising therefrom), causes of action, liabilities, penalties, forfeitures, damages (including, but not limited to, damages for the loss or restriction or use of rentable space or any amenity of the Property, or damages arising from any adverse impact on marketing of space in the Property), diminution in the value of 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 whatsoever(collectively, “Losses”), arising from or caused relating to any act or omission (where Tenant had a duty to act) of Tenant, any other occupant of the Premises, or any of their respective agents, employees, invitees or contractors in whole connection with any violation of applicable Requirements, loss of life, damage or in partinjury to persons, property or business occurring in, about or from the Premises, or directly or indirectly caused by (i) or in connection with any Contamination required by Hazardous Materials Laws violation of this Lease or use of the Premises or Building. Without limiting the generality of the foregoing, Tenant specifically acknowledges that the indemnity undertaking herein shall also apply to be removed claims in connection with or remediated to the extent required to comply with applicable Hazardous Materials Laws to restore the Property to a standard that will allow the Permitted Use, (ii) arising out of any “Tenant’s Work” as performed by or on Tenant’s Representatives failure behalf (unless the same is performed by Xxxxxxxx, in which event the indemnity set forth herein shall not apply to comply claims in connection with any Hazardous Materials Laws with respect to the Property, or (iii) offsite disposal or transportation arising out of Hazardous Materials on, from, under or about the Property by Tenant or Tenant’s Representatives. Work) as described in Article 3 or Exhibit G, the use or consumption of any utilities in the Premises under Article 11, any repairs or other work by or for Tenant shall be obligated for the indemnifications of this Paragraph 8.6 regardless of whether under Articles 10 or not Tenant is in compliance with the other terms 11, and conditions of this Lease. Tenant’s obligations hereunder shall includetransportation, without limitationuse, and whether foreseeable storage, maintenance, generation, manufacturing, handling, disposal, release or unforeseeable, all costs discharge 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 “Hazardous Materials” as described in connection therewith. For purposes of the indemnity provisions hereof, any acts or omissions of Tenant, or by employees, agents, assignees, contractors or subcontractors of Tenant or others acting for or on behalf of Tenant Article 5 (whether or not they are negligent, intentional, willful or unlawfulsuch matters shall have been theretofore approved by Landlord), shall be strictly attributable to Tenant.

Indemnification by Xxxxxx. Tenant Subject to the terms and conditions of this Article IV, from and after the Closing, Parent shall indemnify, defend (by counsel reasonably acceptable to Landlord), protectindemnify Buyer in respect of, and hold LandlordBuyer harmless against, and each of Landlord’s employees, representatives, agents, attorneys, successors and 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 claimsLiabilities, actions (includinglosses, without limitationdamages, the cost of investigation and testingfines, consultant’s and attorney’s fees, remedial and enforcement actions of any kind, administrative (informal or otherwise) or judicial proceedings and orders or judgments arising therefrom), causes of action, liabilities, penalties, forfeituresjudgments, damages (including, but not limited to, damages for the loss or restriction or use of rentable space or any amenity of the Property, or damages arising from any adverse impact on marketing of space in the Property), diminution in the value of the Property, fines, injunctive relief, losses or costs and expenses (including, without limitation, including reasonable attorneys’ fees and costsexpenses reasonably incurred in investigating, preparing or defending against any litigation or claim, action, suit, proceeding, or demand) (collectively, “Damages”) incurred or death of suffered by Buyer or injury any Affiliate to any person or damage to any property whatsoever, arising the extent resulting from or caused constituting: (a) any breach of a representation or warranty of Parent contained in whole this Agreement; (b) any failure by Parent to perform any covenant contained in this Agreement; (c) any unpaid Closing Indebtedness or Outstanding Transaction Expenses of the Acquired Company or Parent solely to the extent not accounted for in partthe Estimated Closing Statement, directly Preliminary Closing Statement or indirectly by Final Closing Statement; (d) any Excluded Liability (as defined below) (e) any (i) Taxes for any Contamination required by Hazardous Materials Laws to be removed taxable period (or remediated portion thereof) ending on or prior to the extent required to comply with applicable Hazardous Materials Laws to restore Closing Date due and payable by the Property to a standard that will allow the Permitted UseAcquired Company, (ii) Tenant’s Taxes for which the Acquired Company has any liability as a transferee or Tenant’s Representatives failure successor, pursuant to comply with any Hazardous Materials Laws with respect contractual obligation or otherwise, which Tax is related to the Propertyoperations of the Acquired Company on or prior to the Closing Date or an event or transaction occurring prior to the Closing Date, or and (iii) offsite disposal any Transfer Taxes (as defined in Section 5.1(d)) for which Parent is liable pursuant to Section 5.1(d), other than, in each case, Taxes that are included in Working Capital; or (f) any third-party claim against Buyer or transportation its Affiliates resulting from a breach committed by Parent or its subsidiaries (including the Acquired Company but solely to the extent such breach was committed (or was alleged to have been committed) on or prior to the Closing) of Hazardous Materials onthe Telephone Consumer Protection Act, from42 U.S.C. §§ 227 et seq., under or about as amended, the Property by Tenant or Tenant’s Representatives. Tenant shall be obligated for the indemnifications CAN-SPAM Act of this Paragraph 8.6 regardless of whether or not Tenant is in compliance with the other terms and conditions of this Lease. Tenant’s obligations hereunder shall include2003, without limitation15 U.S.C. 7701, et seq., as amended, and whether foreseeable or unforeseeableDo Not Call List requirements (collectively, 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, assignees, contractors or subcontractors of Tenant or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful“TCPA Laws”), shall be strictly attributable to Tenant.