Indemnification of Landlord. Tenant shall indemnify, protect and defend Landlord, Landlord’s property manager and their respective agents, contractors and employees (collectively, the Indemnified Parties ) and save them harmless from and against any and all loss (including loss of Rents payable by Tenant or by other tenants), and against all claims, actions, damages, liability, costs, fees and expenses (including, without limitation, attorneys and consultants fees) in connection with loss of life, bodily and personal injury, or damage to property (real or personal) arising from any occurrence in, upon, or at the Premises or any part thereof, or occasioned wholly or in part by any act or omission of Tenant, its agents, contractors, employees, servants, licensees, concessionaires, or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations under this Lease. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigation. The obligations of this Section 19.05 shall survive the expiration or earlier termination of the Lease.
Appears in 2 contracts
Samples: Lease (Control4 Corp), Lease (Control4 Corp)
Indemnification of Landlord. Tenant shall indemnifydefend, protect and defend Landlord, Landlord’s property manager and their respective agents, contractors and employees (collectively, the Indemnified Parties ) indemnify and save them and hold Landlord harmless from and against any and all loss (including loss of Rents payable by Tenant or by other tenants)liabilities, and against all claimsobligations, losses, damages, injunctions, suits, actions, damagesfines, liabilitypenalties, claims, demands, costs and expenses of every kind or nature (except as may arise through the negligence or misconduct of Landlord, its successors and assigns, and their respective directors, officers, employees and agents), including reasonable attorneys’ fees and court costs, fees and expenses incurred by Landlord, arising directly or indirectly from or out of: (includingi) any failure by Tenant to perform any of the terms, without limitationprovisions, attorneys and consultants feescovenants or conditions of this Lease on Tenant’s part to be performed; (ii) in connection with loss of lifeany accident, bodily and personal injury, injury or damage to property which shall happen at, in or upon the Premises, however occurring; (real iii) any matter or personal) arising from thing growing out of the condition, occupation, maintenance, alteration, repair, use or operation by any occurrence inperson of the Premises, upon, or at the Premises or any part thereof, or occasioned wholly the operation of the business contemplated by this Lease to be conducted thereon, thereat, therein, or in part by therefrom; (iv) any failure of Tenant to comply with any laws, ordinances, requirements, orders, directions, rules or regulations of any governmental authority, including, without limitation, the Accessibility Laws; (v) any contamination of the Premises, or the groundwaters thereof, arising on or after the Rental Commencement Date; (vi) any discharge of Hazardous Materials sewage or waste materials from the Premises occurring on or after the Rental Commencement Date; or (vii) any other act or omission of Tenant, its employees, agents, invitees, customers, licensees or contractors, employees, servants, licensees, concessionaires, or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations under this Lease. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigation. The obligations of this Section 19.05 shall survive the expiration or earlier termination of the Lease.
Appears in 2 contracts
Samples: Sale Leaseback Commitment Agreement, Sale Leaseback Commitment Agreement (United Rentals Inc /De)
Indemnification of Landlord. In addition to any other indemnification --------------------------- obligations in this Lease, Tenant shall indemnifydefend, protect and defend Landlord, Landlord’s property manager and their respective agents, contractors and employees (collectively, the Indemnified Parties ) indemnify and save them and hold Landlord harmless from and against any and all loss liabilities, obligations, losses, damages, injunctions, suits, actions, fines, penalties, claims, demands, costs and expenses of every kind or nature, including reasonable attorneys' fees and expenses and court costs and actual or consequential damages, incurred by, imposed upon or asserted against Landlord, its officers, trustees, employees, shareholders, agents or Affiliates, arising directly or indirectly from or out of: (including loss of Rents payable a) any breach, violation or nonperformance by Tenant or by other tenants)any person claiming under Tenant, and against all claimsor the employees, actionsagents, damagescontractors, liabilityinvitees or visitors of Tenant of any of the terms, costsprovisions, fees and expenses representations, warranties, covenants or conditions of this Lease on Tenant's part to be performed or any law, ordinance or governmental requirement of any kind; (includingb) any use, without limitationcondition, attorneys and consultants feesoperation or occupancy of the Premises during the Term hereof; (c) in connection with loss any acts, omissions or negligence of lifeTenant, bodily and personal in, on, or about the Premises during the Term hereof; (d) any accident, injury, death or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors or any other person which shall happen at, in or upon the Premises, however occurring during the Term hereof; (real e) any matter or personal) arising from thing growing out of the condition, occupation, maintenance, alteration, repair, use or operation by any occurrence inperson of the Premises, upon, or at the Premises or any part thereof, or the operation of the business contemplated by this Lease to be conducted thereon, thereat, therein, or therefrom which occurs during the Term hereof; (f) any failure of Tenant to comply with any laws, ordinances, requirements, orders, directions, rules or regulations of any governmental authority, including, without limitation, the Accessibility Laws; (g) any contamination of the Premises, or the ground waters thereof, arising on or after the date Tenant takes possession of the Premises and occasioned wholly by the use, transportation, storage, spillage or in part by discharge thereon, therein or therefrom of any toxic or hazardous chemicals, compounds, materials or substances or any violation of the covenants of Paragraph 18 above; (h) any discharge of toxic or hazardous sewage or waste materials from the Premises into any septic facility or sanitary sewer system serving the Premises arising on or after the date Tenant takes possession of the Premises; (i) any brokers or agents fees and commissions incurred during or with respect to the Term hereof; or (j) any other act or omission of Tenant, its employees, agents, contractorsinvitees, employeescustomers, servants, licensees, concessionaires, licensees or invitees or by anyone permitted to be on contractors which occurs during the Premises by Term hereof. Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its 's indemnity obligations under this Lease. In Paragraph 23 and elsewhere in this Lease arising prior to the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by termination or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigation. The obligations assignment of this Section 19.05 Lease shall survive the expiration any such termination or earlier termination of the Leaseassignment.
Appears in 2 contracts
Samples: Lease Agreement (Capital Automotive Reit), Lease Agreement (Capital Automotive Reit)
Indemnification of Landlord. Tenant shall agrees to indemnify, protect defend (with counsel acceptable to Landlord and defend Landlordat Tenant’s sole cost), and hold Landlord and Landlord’s property manager and their respective partners, employees, agents, contractors attorneys, successors and employees (collectively, the Indemnified Parties ) assigns free and save them harmless from and against any and all loss (including loss of Rents payable by Tenant or by other tenants)losses, and against all liabilities, obligations, penalties, claims, actionslitigation, damagesorders, liabilitydemands, defenses, costs, fees and expenses judgments, suits, penalties, proceedings, damages (including, without limitation, attorneys consequential damages, diminution of the value of the Premises or Project, disbursements, losses, or expenses of any kind (including, without limitation, attorney’s and consultants feesexperts’ fees and expenses incurred in investigating, defending, or prosecuting any litigation, claim, or proceeding) that may at any time be imposed upon, suffered by, incurred by, or asserted or awarded against Landlord or any of its partners, employees, agents, attorneys, successors or assigns in connection with loss of lifeor arising directly or indirectly out of:
(1) Any release, bodily and personal injurythreatened release, discharge, handling, use, storage, presence, transportation, or damage disposal of any Hazardous Materials (whether or not the use thereof is a Reportable Use or has been consented to property (real or personal) arising from any occurrence by Landlord on, in, uponunder, or at affecting all or any part of the Premises or any part thereofProject which is (or are) attributable, or occasioned wholly in whole or in part by part, directly or indirectly, to any act or omission of Tenant or any employee, agent, contractor, visitor, client, customer, sublessee, assignee, successor, license or invitee of Tenant;
(2) Any misrepresentation, its agents, contractors, employees, servants, licensees, concessionairesinaccuracy, or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks breach of and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agentsany warranty, servantscovenant, or employees resulting from the condition of the Premises, agreement contained or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. referred to in this paragraph 50;
(3) Any failure by Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against employee, agent, contractor, visitor, customer, sublessee, assignee, successor, client, licensee or invitee of Tenant to comply with any Environmental Requirement or other applicable law, whether such failure was made against knowingly or unknowingly or intentionally or unintentially. This indemnification is the Indemnified Parties or which the Indemnified Parties may pay or incur by reason personal obligation of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations under this Lease. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigation. The obligations of this Section 19.05 shall survive the expiration or earlier sooner termination of this lease. Tenant, its successors, and assigns waive, release, and agree not to make any claim or bring any cost recovery action against Landlord under the LeaseComprehensive Environmental Response, Compensation and Liability Act, as amended and reauthorized to date (42 U.S.C. § § 9601 et seq.) (“CERCLA”), or any state equivalent or any similar law now existing or enacted after this date. To the extent that Landlord is strictly liable under any such law, regulation, ordinance, or requirement, Tenant’s obligation to Landlord under this indemnity shall also be without regard to fault on the part of Tenant with respect to the violation or condition that results in liability to Landlord.
Appears in 2 contracts
Samples: Standard Industrial Lease (Southwall Technologies Inc /De/), Standard Industrial Lease (Southwall Technologies Inc /De/)
Indemnification of Landlord. Tenant shall defend, indemnify, protect pay, save, insure and defend Landlord, Landlord’s property manager and their respective agents, contractors and employees (collectively, the Indemnified Parties ) and save them hold Landlord harmless from and against any and all loss (including loss of Rents payable by Tenant or by other tenants)liabilities, and against all claimsobligations, losses, damages, injunctions, suits, actions, damagesfines, liabilitypenalties, claims, demands, costs and expenses of every kind or nature, including reasonable attorneys’ fees and court costs, fees incurred by Landlord, arising directly or indirectly from or out of: (a) any failure by Tenant to perform any of the terms, provisions, covenants or conditions of this Lease, on Tenant’s part to be performed including but not limited to the payment of any fee, cost or expense which Tenant is obligated to pay and expenses discharge hereunder, (includingb) any accident, without limitation, attorneys and consultants fees) in connection with loss of life, bodily and personal injury, injury or damage to property which shall happen at, in or upon the Leased Property, however occurring; (real c) any matter or personal) arising from thing growing out of the condition, occupation, maintenance, alteration, repair, use or operation by any occurrence inperson, uponincluding Tenant or a Tenant Affiliate, their employees, agents, invitees, customers, licensees or at contractors, of the Premises Leased Property, or any part thereof, or occasioned wholly the operation of the business contemplated by this Lease to be conducted thereon, therein, or therefrom; (d) any failure of Tenant to comply with the Legal Requirements; (e) any contamination of the Leased Property, or the groundwaters thereof, during the Term hereof, whether by of Tenant or Tenant Affiliate, their employees, agents, invitees, customers, licensees or contractors; (f) any discharge of toxic or hazardous sewage or waste materials from the Leased Property into any septic facility or sanitary sewer system serving the Leased Property arising on or after the date Tenant takes possession of the Leased Property, whether by Tenant or Tenant Affiliate, their employees, agents, invitees, customers, licensees or contractors; (g) reciprocal rights granted to Golf Club members in part by any club associated with the Leased Property; (h) any other act or omission of TenantTenant or Tenant Affiliate, its employees, agents, invitees, customers, licensees or contractors; or (i) subject to the provisions of Section 10.1 hereof, employeesany exercise by any Person of any of its rights with respect to the Leased Property pursuant to the Permitted Encumbrances; provided, servantshowever, licensees, concessionaires, or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury or be obligated to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agents, servants, or employees indemnify Landlord from and against any damages resulting from the condition of the PremisesLandlord’s gross negligence or willful misconduct. THE INDEMNIFICATION OF LANDLORD HEREUNDER IS INTENDED TO AND SHALL EXPRESSLY INCLUDE INDEMNIFICATION AGAINST LANDLORD’S OWN NEGLIGENCE, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the BuildingUNLESS SPECIFICALLY PROVIDED OTHERWISE HEREIN. Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations under this Lease. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigation. The obligations of this Section 19.05 shall survive the expiration or earlier termination of the LeaseTENANT’S INDEMNITY OBLIGATIONS UNDER THIS ARTICLE 14 AND ELSEWHERE IN THIS LEASE ARISING PRIOR TO THE TERMINATION OR PERMITTED ASSIGNMENT OF THIS LEASE SHALL SURVIVE SUCH TERMINATION OR ASSIGNMENT.
Appears in 2 contracts
Samples: Lease Agreement (CNL Lifestyle Properties Inc), Lease Agreement (CNL Lifestyle Properties Inc)
Indemnification of Landlord. Tenant shall agrees to indemnify, protect defend (with counsel acceptable to Landlord and defend Landlordat Tenant’s sole cost), and hold Landlord and Landlord’s property manager and their respective partners, employees, agents, contractors attorneys, successors and employees (collectively, the Indemnified Parties ) assigns free and save them harmless from and against any and all loss (including loss of Rents payable by Tenant or by other tenants)losses, and against all liabilities, obligations, penalties, claims, actionslitigation, damagesorders, liabilitydemands, defenses, costs, fees and expenses judgments, suits, penalties, proceedings, damages (including, without limitation, attorneys consequential damages, diminution of the value of the Premises or Project, disbursements, losses, or expenses of any kind (including, without limitation, attorneys’ and consultants feesexperts’ fees and expenses incurred in investigating, defending, or prosecuting any litigation, claim, or proceeding) that may at any time be imposed upon, suffered by, incurred by, or asserted or awarded against Landlord or any of its partners, employees, agents, attorneys, successors or assigns in connection with loss of lifeor arising directly or indirectly out of:
(1) Any release, bodily and personal injurythreatened release, discharge, handling, use, storage, presence, transportation, or damage disposal of any Hazardous Materials (whether or not the use thereof is a Reportable Use or has been consented to property (real or personal) arising from any occurrence by Landlord on, in, uponunder, or at affecting all or any part of the Premises or any part thereofProject which is (or are) attributable, or occasioned wholly in whole or in part by part, directly or indirectly, to any act or omission of Tenant or any employee, agent, contractor, visitor, client, customer, sublessee, assignee, successor, licensee or invitee of Tenant;
(2) Any misrepresentation, its agents, contractors, employees, servants, licensees, concessionairesinaccuracy, or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks breach of and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agentsany warranty, servantscovenant, or employees resulting from the condition of the Premises, agreement contained or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. referred to in this paragraph 50;
(3) Any failure by Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against employee, agent, contractor, visitor, customer, sublessee, assignee, successor, client, licensee or invitee of Tenant to comply with any Environmental Requirement or other applicable law, whether such failure was made against knowingly or unknowingly or intentionally or unintentionally. This indemnification is the Indemnified Parties or which the Indemnified Parties may pay or incur by reason personal obligation of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations under this Lease. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigation. The obligations of this Section 19.05 shall survive the expiration or earlier sooner termination of this lease. Tenant, its successors, and assigns waive, release, and agree not to make any claim or bring any cost recovery action against Landlord under the LeaseComprehensive Environmental Response, Compensation and Liability Act, as amended and reauthorized to date (42 U.S.C. § § 9601 et seq.) (“CERCLA”), or any state equivalent or any similar law now existing or enacted after this date. To the extent that Landlord is strictly liable under any such law, regulation, ordinance, or requirement, Tenant’s obligation to Landlord under this indemnity shall also be without regard to fault on the part of Tenant with respect to the violation or condition that results in liability to Landlord.
Appears in 2 contracts
Samples: Standard Industrial Lease (Southwall Technologies Inc /De/), Standard Industrial Lease (Southwall Technologies Inc /De/)
Indemnification of Landlord. Tenant shall indemnify, protect and defend Landlord, Landlord’s property manager and their respective agents, contractors and employees (collectively, the Indemnified Parties ) and save them harmless from and against SECTION 15.01. In addition to any and all loss (including loss other obligations of Rents payable by Tenant or by other tenants)to indemnify and save Landlord harmless as set forth in this Lease, Tenant will indemnify and save harmless Landlord against and from all claimsliabilities, actionsobligations, damages, liabilitypenalties, claims, costs, fees charges and expenses (expenses, including, without limitation, attorneys any and consultants all architects' and attorneys' fees, which may be imposed upon or incurred by or asserted against Landlord by reason of any of the following occurring during the Term of this Lease:
(A) in connection with loss of life, bodily and personal injury, Any work or damage to property (real or personal) arising from any occurrence thing done in, uponon or about the Demised Premises, or at the Premises or any part thereof, by or occasioned wholly or in at the direction of Tenant; or
(B) Any negligence on the part by any act or omission of Tenant, or any of its agents, contractors, servants, employees, licensees or invitees; or
(C) Any injuries to persons or property occurring on or about the Demised Premises, except if caused by the gross negligence of the Landlord, its employees, agents or invitees; or
(D) Any failure on the part of Tenant to perform or comply with any of the covenants, agreements, terms or conditions contained in this Lease on its part to be performed or complied with.
SECTION 15.02. In addition to any and all other obligations of Landlord to indemnify and save Tenant harmless as set forth in this Lease, Landlord will indemnify and save harmless Tenant against and from all liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including, without limitation, any and all architects' and attorneys' fees, which may be imposed upon or incurred by or asserted against Tenant by reason of any of the following occurring during the Term of this Lease:
(A) Any work or thing done in, on or about the Common Areas, or any part thereof, by or at the direction of Landlord; or
(B) Any negligence on the part of Landlord, or any of its agents, contractors, servants, licenseesemployees, concessionaireslicensees or invitees; or
(C) Any injuries to persons or property occurring on or about the Common Areas; or
(D) Any failure on the part of Landlord to perform or comply with any of the covenants, agreements, terms or invitees or by anyone permitted conditions contained in this Lease on its part to be on the Premises by Tenantperformed or complied with.
SECTION 15.03. Tenant assumes all risks The provisions of this Article XV, and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. other provisions in this Lease requiring Tenant agrees, at all times, to indemnify and hold save Landlord harmless, shall survive the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason termination of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations under this Lease. In the event that Tenant further covenants and agrees to pay, and to indemnify Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all reasonable costs, expensesexpenses and charges, and reasonable attorney fees including, but not limited to, attorneys' fees, incurred in obtaining possession of the Demised Premises after default by Tenant or paid by the Indemnified Parties in connection with such litigation. The obligations of this Section 19.05 shall survive upon the expiration or earlier rightful termination of the LeaseTerm or in successfully enforcing any covenant of Tenant herein contained.
Appears in 2 contracts
Samples: Lease (Yardville National Bancorp), Lease (Yardville National Bancorp)
Indemnification of Landlord. Tenant 22.1 Lessee releases and, subject to the provisions of Article 37, shall indemnifydefend, protect indemnify and defend Landlord, Landlord’s property manager and their respective agents, contractors and employees (collectively, the Indemnified Parties ) and save them hold harmless from and against any and all loss (including loss of Rents payable by Tenant or by other tenants)Lessor, and each of its officers, directors, shareholders, employees, agents and representatives, against and from all claimsliabilities, actionsobligations, damages, liabilitypenalties, judgments, claims, costs. charges, fees and expenses (expenses, including, without limitationbut not limited to, attorneys costs of investigation and consultants feescorrection, reasonable architects', attorneys' and consultants' fees and costs, which may be imposed upon, incurred by or asserted against Lessor or its officers, directors, shareholders, employees, agents and representatives by reason of any of the following:
(a) any act or omission during the term of this lease in, on, about or arising out of or in connection with loss the use, operation, maintenance and occupancy of life, bodily and personal injury, or damage to property (real or personal) arising from any occurrence in, upon, or at the Premises or any part thereof, whether or occasioned wholly not consented to by Lessor; by Lessee. or in part Lessee's agents, contractors, servants or employees (whether inside or outside the scope of employment), licensees or invitees, except to the extent caused by any act the negligence or omission intentional misconduct of Tenant, Lessor or its agents, contractors, subcontractors, servants or employees;
(b) any accident, servantsinjury, licenseescasualty. loss, concessionaires, theft or invitees or by anyone permitted damage whatsoever to be on the Premises by Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury to any person or damage to Tenant’s tangible property (real occurring in, on, about or personal) arising out of or in connection with the property of Tenant’s agents, servants, use or employees resulting from the condition occupancy by Lessee of the Premises, any common area. roadway, alley, basement, pathway, curb, parking area, passageway or from the bursting space under or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow adjacent thereto arising from any cause or occurrence whatsoever, except to the extent caused by the negligence or intentional misconduct of Lessor or its agents, contractors, subcontractors, servants or employees;
(c) any failure on the part of the roof Lessee or the Building. Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations agents, contractors, subcontractors, servants or employees to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this lease;
(d) any failure by Lessee to perform or comply with any of the terms or provisions contained in this lease or any act performed by Landlord in exercise of its rights under this LeaseAgreement; or
(e) any presence, release, migration, discharge, disposal, dumping, spilling or leaking (accidental or otherwise). In now or hereafter determined to be unlawful or subject to governmentally imposed remedial requirements, caused by Lessee or in any way connected with Tenant's business, of any hazardous, dangerous or toxic substance of any kind (whether or not now or hereafter regulated, defined or listed as hazardous, dangerous or toxic by any local, state, or federal government) into, onto or under the Property or the air, soil, surface water, or ground water thereof, or the pavement, structure, sewer system, fixtures, equipment, tanks, containers or personally at the Property or into, onto or under the property of others from the Premises. The foregoing indemnity shall apply notwithstanding any provisions of federal, state or local law which provides for the exoneration from liability in the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection of settlement with such litigation. The obligations of this Section 19.05 shall survive the expiration or earlier termination of the Lease.any
Appears in 1 contract
Samples: Lease Agreement (Telect Inc)
Indemnification of Landlord. In addition to any other indemnification obligations in this Lease, Tenant shall indemnifydefend, protect and defend Landlord, Landlord’s property manager and their respective agents, contractors and employees (collectively, the Indemnified Parties ) indemnify and save them and hold Landlord harmless from and against any and all loss liabilities, obligations, losses, damages, injunctions, suits, actions, fines, penalties, claims, demands, costs and expenses of every kind or nature, including reasonable attorneys' fees and expenses and court costs and actual or consequential damages, incurred by, imposed upon or asserted against Landlord, its officers, trustees, employees, shareholders, agents or Affiliates, arising directly or indirectly from or out of: (including loss of Rents payable a) any breach, violation or nonperformance by Tenant or by other tenants), and against all claims, actions, damages, liability, costs, fees and expenses (including, without limitation, attorneys and consultants fees) in connection with loss of life, bodily and personal injuryany person claiming under Tenant, or damage to property (real or personal) arising from any occurrence inthe employees, upon, or at the Premises or any part thereof, or occasioned wholly or in part by any act or omission of Tenant, its agents, contractors, employees, servants, licensees, concessionaires, or invitees or by anyone permitted visitors of Tenant of any of the terms, provisions, representations, warranties, covenants or conditions of this Lease on Tenant's part to be on performed or any law, ordinance or governmental requirement of any kind; (b) any use, condition, operation or occupancy of the Premises by Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury to person during the Term hereof; (c) any acts, omissions or damage to Tenant’s property (real or personal) or the property negligence of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises during the Term hereof; (d) any accident, injury, death or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors or any other person which shall happen at, in or upon the Premises, however occurring during the Term hereof; (e) any matter or thing growing out of the condition, occupation, maintenance, alteration, repair, use or operation by any person of the Premises, or from water, rainany part thereof, or snow which may leak intothe operation of the business contemplated by this Lease to be conducted thereon, issue fromthereat, therein, or flow from therefrom which occurs during the Term hereof; (f) any part failure of Tenant to comply with any laws, ordinances, requirements, orders, directions, rules or regulations of any governmental authority, including, without limitation, the Accessibility Laws; (g) any contamination of the roof Premises, or the Building. ground waters thereof, arising on or after the date Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy takes possession of the Premises or Tenant’s negligent performance or failure to perform any of its obligations under this Lease. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid occasioned by the Indemnified Parties in connection with such litigation. The obligations use, transportation, storage, spillage or discharge thereon, therein or therefrom of this Section 19.05 shall survive the expiration any toxic or earlier termination hazardous chemicals, compounds, materials or substances or any violation of the Lease.covenants of Paragraph 18 above; (h) any discharge of toxic or hazardous sewage or waste materials from the Premises into any septic facility or sanitary sewer system serving the Premises arising on or after the date Tenant takes possession of the Premises; (i) any brokers or agents fees and commissions incurred during or with respect to the Term hereof; or
Appears in 1 contract
Indemnification of Landlord. a. Landlord and the holders of any Superior Interests (as defined in Paragraph 21 below) shall not be liable to Tenant and Tenant hereby waives all claims against such parties for any loss, injury or other damage to person or property in or about the Premises or the Project from any cause whatsoever, including without limitation, water leakage of any character from the roof, walls, basement, fire sprinklers, appliances, air conditioning, plumbing or other portion of the Premises or the Project, or gas, fire, explosion, falling plaster, steam, electricity, or any malfunction within the Premises or the Project, or acts of other tenants of the Building; provided, however, that, subject to Paragraph 16 below and to the provisions of Paragraph 28 below regarding exculpation of Landlord from Special Claims, the foregoing waiver shall be inapplicable to any loss, injury or damage resulting from Landlord’s or an Indemnitee’s gross negligence or willful misconduct.
b. Subject to Paragraph 16 below, Tenant shall indemnifyhold Landlord and the holders of any Superior Interest, protect and defend the constituent shareholders, partners or other owners thereof, and all of their agents, contractors, servants, officers, directors, employees and licensees (collectively with Landlord, Landlord’s property manager and their respective agents, contractors and employees (collectively, the Indemnified Parties “Indemnitees”) and save them harmless from and indemnify the Indemnitees against any and all loss (including loss of Rents payable by Tenant or by other tenants), and against all claims, actionsliabilities, damages, liabilitycosts and expenses, costs, including reasonable attorneys’ fees and expenses costs incurred in defending against the same (includingcollectively, without limitation“Claims”), attorneys and consultants feesto the extent arising from (a) the acts or omissions of Tenant or any other Tenant Parties (as defined in connection with loss of lifeParagraph 8(c) above) in, bodily and personal injuryon or about the Project, or damage to property (real b) any construction or personal) arising from any occurrence other work undertaken by or on behalf of Tenant in, upon, or at the Premises or any part thereof, or occasioned wholly or in part by any act or omission of Tenant, its agents, contractors, employees, servants, licensees, concessionaires, or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, whether prior to or from water, rainduring the term of this Lease, or snow which may leak into, issue from(c) any breach or Event of Default under this Lease by Tenant, or flow from (d) any part of the roof accident, injury or the Building. Tenant agreesdamage, at all timeshowsoever and by whomsoever caused, to indemnify and hold any person or property, occurring in, on or about the Indemnified Parties harmless against all actions, claims, demands, costs, damages, Premises; except to the extent such Claims are caused by the gross negligence or expenses willful misconduct of Landlord or Indemnitees. In case any kind which may action or proceeding be brought against or made against any of the Indemnified Parties or which the Indemnified Parties may pay or incur Indemnitees by reason of any such Claim, Tenant, upon written notice from Landlord, covenants to resist and defend at Tenant’s occupancy of the Premises sole expense such action or Tenant’s negligent performance or failure proceeding by counsel reasonably satisfactory to perform any of its obligations under this Lease. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigationLandlord. The obligations provisions of this Section 19.05 Paragraph 14(b) shall survive the expiration or earlier termination of this Lease with respect to any injury, illness, death or damage occurring prior to such expiration or termination.
c. Landlord shall hold Tenant harmless from and indemnify Tenant against any claim incurred in connection with or arising from any injury, illness, or death to any person or damage to any property to the extent (i) such injury, illness, death or damage is caused by the gross negligence or willful misconduct of Landlord or its agents or employees, and (ii) such claim is not included within the risks insured against under the insurance that Tenant is required to carry under Paragraph 15 below. The provisions of this Paragraph 14(c) shall survive the termination of this Lease with respect to any injury, illness, death or damage occurring prior to such termination. Notwithstanding anything to the contrary set forth in this Paragraph 14(c) or elsewhere in this Lease, in no event shall Landlord be liable for any consequential or remote damages, or for loss of or damage to artwork, currency, jewelry, bullion, securities or other property in the Premises, not in the nature of ordinary fixtures, furnishings, equipment and other property used in general business office activities and functions. Landlord’s indemnification obligations under this Paragraph 14(c) are subject to the provisions of Paragraph 16 below.
Appears in 1 contract
Samples: Office Lease (2U, Inc.)
Indemnification of Landlord. Tenant shall defend, indemnify, protect pay, save and defend Landlord, Landlord’s property manager and their respective agents, contractors and employees (collectively, the Indemnified Parties ) and save them hold Landlord harmless from and against any and all loss (including loss of Rents payable by Tenant or by other tenants)liabilities, and against all claimsobligations, losses, damages, injunctions, suits, actions, damagesfines, liabilitypenalties, claims, demands, costs and expenses of every kind or nature, including reasonable attorneys’ fees and court costs, fees incurred by Landlord, arising directly or indirectly from: (a) any failure by Tenant to perform any of the terms, provisions, covenants or conditions of this Lease, on Tenant’s part to be performed including but not limited to the payment of any fee, cost or expense which Tenant is obligated to pay and expenses discharge hereunder, (includingb) any accident, without limitation, attorneys and consultants fees) in connection with loss of life, bodily and personal injury, injury or damage to property which shall happen at, in or upon the Leased Property; (real c) any matter or personal) arising from thing growing out of the condition, occupation, maintenance, alteration, repair, use or operation by any occurrence inperson of the Leased Property, upon, or at the Premises or any part thereof, or occasioned wholly the operation of the Business contemplated by this Lease to be conducted thereon, thereat, therein, or in part therefrom arising during the Term; (d) any failure of Tenant to comply with the Legal Requirements as provided for or required under this Lease; (e) the presence of any Hazardous Substance or contamination of the Leased Property or the ground water thereof, arising during the Term, whether caused by Tenant or an Affiliate of Tenant, their employees, agents, invitees, customers, licensees or contractors; (f) any discharge of toxic or hazardous sewage or waste materials from the Leased Property into any septic facility or sanitary sewer system serving the Leased Property arising on or after the date Tenant takes possession of the Leased Property, whether by Tenant or Tenant Affiliate, their employees, agents, invitees, customers, licensees or contractors; (g) any other act or omission of TenantTenant or Tenant Affiliate, its or any of their employees, agents, invitees, customers, licensees or contractors; or (h) any violations of the Easement from Center Park of Xxxxxx, employeesLtd. recorded in Book 829, servantsPage 212 of the Public Records of Xxxxxx County. Notwithstanding anything set forth above in this Section 14.2, licensees, concessionaires, or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury or be obligated to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agentsdefend, servantsindemnify, or employees resulting from the condition of the Premisespay, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. Tenant agrees, at all times, to indemnify save and hold the Indemnified Parties Landlord harmless from and against all any liabilities, obligations, losses, damages, injunctions, suits, actions, fines, penalties, claims, demands, costs or expenses of any kind or nature, including reasonable attorneys’ fees and court costs, damages, resulting from Landlord’s gross negligence or expenses or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of willful misconduct. Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its indemnity obligations under this Lease. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect Article and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties elsewhere in connection with such litigation. The obligations of this Section 19.05 Lease shall survive the expiration expiration, assignment or earlier termination of the this Lease.
Appears in 1 contract
Indemnification of Landlord. Tenant shall indemnify, protect and defend Landlord, Landlord’s property manager and their respective agents, contractors and employees (collectively, the Indemnified Parties ) and save them harmless from and against Section 15.01. In addition to any and all loss (including loss other obligations of Rents payable by Tenant or by other tenants)to indemnify and save Landlord harmless as set forth in this Lease, Tenant will indemnify and save harmless Landlord against and from all claimsliabilities, actionsobligations, damages, liabilitypenalties, claims, costs, fees charges and expenses (expenses, including, without limitation, attorneys any and consultants all architects’ and attorneys’ fees, which may be imposed upon or incurred by or asserted against Landlord by reason of any of the following occurring during the Term of this Lease:
(A) in connection with loss of life, bodily and personal injury, Any work or damage to property (real or personal) arising from any occurrence thing done in, uponon or about the Demised Premises, or at the Premises or any part thereof, by or occasioned wholly or in at the direction of Tenant; or
(B) Any negligence on the part by any act or omission of Tenant, or any of its agents, contractors, servants, employees, licensees or invitees; or
(C) Any injuries to persons or property occurring on or about the Demised Premises, except if caused by the gross negligence of the Landlord, its employees, agents or invitees; or
(D) Any failure on the part of Tenant to perform or comply with any of the covenants, agreements, terms or conditions contained in this Lease on its part to be performed or complied with.
Section 15.02. In addition to any and all other obligations of Landlord to indemnify and save Tenant harmless as set forth in this Lease, Landlord will indemnify and save harmless Tenant against and from all liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including, without limitation, any and all architects’ and attorneys’ fees, which may be imposed upon or incurred by or asserted against Tenant by reason of any of the following occurring during the Term of this Lease:
(A) Any work or thing done in, on or about the Common Areas, or any part thereof, by or at the direction of Landlord; or
(B) Any negligence on the part of Landlord, or any of its agents, contractors, servants, licenseesemployees, concessionaireslicensees or invitees; or
(C) Any injuries to persons or property occurring on or about the Common Areas; or
(D) Any failure on the part of Landlord to perform or comply with any of the covenants, agreements, terms or invitees or by anyone permitted conditions contained in this Lease on its part to be on the Premises by Tenantperformed or complied with.
Section 15.03. Tenant assumes all risks The provisions of this Article XV, and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. other provisions in this Lease requiring Tenant agrees, at all times, to indemnify and hold save Landlord harmless, shall survive the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason termination of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations under this Lease. In the event that Tenant further covenants and agrees to pay, and to indemnify Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all reasonable costs, expensesexpenses and charges, and reasonable attorney fees including, but not limited to, attorneys’ fees, incurred in obtaining possession of the Demised Premises after default by Tenant or paid by the Indemnified Parties in connection with such litigation. The obligations of this Section 19.05 shall survive upon the expiration or earlier rightful termination of the LeaseTerm or in successfully enforcing any covenant of Tenant herein contained.
Appears in 1 contract
Indemnification of Landlord. In amplification of Article XVII and not in limitation thereof, Tenant shall indemnify, protect defend and defend hold harmless Landlord, Landlord’s property manager and their respective 's agents, contractors and employees (collectivelyemployees, the Indemnified Parties ) Premises, the Building and save them harmless the Project from and against (i) any and all loss liability, penalties, losses, damages, costs and expenses, demands, causes of action, claims or judgments arising from any injury to any person or persons (including loss death) or any damage to any property as a result of Rents payable the use, maintenance, occupation or operation of the Premises, the Building or the Project by Tenant or Tenant's Agents or resulting from any breach or default in the performance of any obligation to be performed by other tenants)Tenant under the terms of this Lease, or arising from any act, neglect, fault or omission of Tenant or any of Tenant's Agents, and against (ii) all claimslegal fees, actions, damages, liability, costs, expert fees or other professional fees and expenses (including, without limitation, attorneys and consultants fees) court charges incurred in connection with loss any of lifesuch matters and the defense of any action arising out of the same or in discharging the Premises, bodily and personal injurythe Building or the Project, or damage to property (real or personal) arising from any occurrence in, upon, or at the Premises or any part thereof, from any and all liens, charges or occasioned wholly judgments which may accrue or in part be placed thereon by reason of any act or omission of Tenant or any of Tenant's Agents; provided, however, that Tenant shall not be required to indemnify Landlord for any damage or injury of any kind to the extent arising as a result of the negligence or willful misconduct of Landlord and/or its agents, contractors, employees, servants, licensees, concessionaires, contractors or invitees employees or by anyone permitted resulting from any breach or default in the performance of any obligation to be on performed by Landlord under the Premises by Tenantterms of this Lease. Tenant assumes all risks In no event shall Landlord nor any partner, director, officer, agent or employee of and Landlord shall not be liable to Tenant for any personal injury to person or death or property damage to Tenant’s property (real caused by other lessees or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, persons in or about the Premises, the Building or from water, rainthe Project, or snow caused by public or quasi-public work, or for consequential damages arising out of any loss of the use of the Premises or any equipment or facilities therein by Tenant or any persons claiming through or under Tenant; nor shall Landlord or any partner, director, officer, employee or agent of Landlord be liable for (i) any damage to property entrusted to employees or security officers of the Building or the Project, (ii) loss or damage to any property by theft, (iii) any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak into, issue from, or flow from any part of the roof Building, the Common Areas or the Building. Tenant agreesProject or from the pipes, at all timesappliances or plumbing work therein or from the roof, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damagesstreet or subsurface or from any other place or resulting from dampness or any other cause, or expenses (iv) any interference with light or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations under this Lease. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigation. The obligations of this Section 19.05 shall survive the expiration or earlier termination of the Leaseother incorporeal hereditaments.
Appears in 1 contract
Samples: Lease (Sedona Corp)
Indemnification of Landlord. Tenant shall agrees to indemnify, protect defend (with counsel acceptable to Landlord and defend at Tenant's sole cost), and hold Landlord and Landlord's partners, Landlord’s property manager and their respective employees, agents, contractors attorneys, successors and employees (collectively, the Indemnified Parties ) assigns free and save them harmless from and against any and all loss (including loss of Rents payable by Tenant or by other tenants)losses, and against all liabilities, obligations, penalties, claims, actionslitigation, damagesorders, liabilitydemands, defenses, costs, fees and expenses judgments, suits, penalties, proceedings, damages (including, without limitation, attorneys consequential damages, diminution of the value of the Premises or Project, disbursements, losses, or expenses of any kind (including, without limitation, attorneys' and consultants feesexperts' fees and expenses incurred in investigating, defending, or prosecuting any litigation, claim, or proceeding) that may at any time be imposed upon, suffered by, incurred by, or asserted or awarded against Landlord or any of its partners, employees, agents, attorneys, successors or assigns in connection with loss of lifeor arising directly or indirectly out of:
(1) Any release, bodily and personal injurythreatened release, discharge, handling, use, storage, presence, transportation, or damage disposal of any Hazardous Materials (whether or not the use thereof is a Reportable Use or has been consented to property (real or personal) arising from any occurrence by Landlord on, in, uponunder, or at affecting all or any part of the Premises or any part thereofProject which is (or are) attributable, or occasioned wholly in whole or in part by part, directly or indirectly, to any act or omission of Tenant or any employee, agent, contractor, visitor, client, customer, sublessee, assignee, successor, licensee or invitee of Tenant;
(2) Any misrepresentation, its agents, contractors, employees, servants, licensees, concessionairesinaccuracy, or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks breach of and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agentsany warranty, servantscovenant, or employees resulting from the condition of the Premises, agreement contained or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. referred to in this paragraph 50;
(3) Any failure by Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against employee, agent, contractor, visitor, customer, sublessee, assignee, successor, client, licensee or invitee of Tenant to comply with any Environmental Requirement or other applicable law, whether such failure was made against knowingly or unknowingly or intentionally or unintentionally. This indemnification is the Indemnified Parties or which the Indemnified Parties may pay or incur by reason personal obligation of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations under this Lease. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigation. The obligations of this Section 19.05 shall survive the expiration or earlier sooner termination of this lease. Tenant, its successors, and assigns waive, release, and agree not to make any claim or bring any cost recovery action against Landlord under the LeaseComprehensive Environmental Response, Compensation and Liability Act, as amended and reauthorized to date (42 U.S.C. Sections 9601 et seq.) ("CERCLA"), or any state equivalent or any similar law now existing or enacted after this date. To the extent that Landlord is strictly liable under any such law, regulation, ordinance, or requirement, Tenant's obligation to Landlord under this indemnity shall also be without regard to fault on the part of Tenant with respect to the violation or condition that results in liability to Landlord.
Appears in 1 contract
Samples: Sublease (Medibuy Com Inc)
Indemnification of Landlord. 19.01 Tenant shall indemnifynot do or permit any act or thing to be done upon the Premises which may subject Landlord to any liability or responsibility for injury, damage to Persons or property, or to any liability by reason of any violation of law or of any Requirement, and shall exercise such control over the Premises so as to fully protect and defend Landlord, Landlord’s property manager and their respective agents, contractors and employees (collectively, the Indemnified Parties ) Landlord against any such liability. Tenant shall indemnify and save them Landlord and any agent, beneficiary, contractor, director, employee, lessor, mortgagee, officer, parent, partner, shareholder and trustee of Landlord (each an "Indemnified Party") harmless from and against any and all loss (including loss of Rents payable by Tenant or by other tenants)liabilities, and against all claimssuits, actionsobligations, fines, damages, liabilitypenalties, claims, costs, fees charges and expenses (expenses, including, without limitation, attorneys engineers', architects' and consultants attorneys' fees, court costs and disbursements, which may be imposed upon or incurred by or asserted against any Indemnified Party by reason of any of the following occurring during the Term:
(a) in connection with loss any demolition or razing or construction of life, bodily and personal injury, the Building or damage to property (real any other work or personal) arising from any occurrence thing done in, upon, on or at about the Premises or any part thereof;
(b) any use, nonuse, possession, occupation, alteration, repair, condition, operation, maintenance or management of the Premises or any part thereof or of any sidewalk or curb adjacent thereto;
(c) any act or failure to act on the part of Tenant or any Subtenant or any of its or their respective officers, agents, employees or licensees;
(d) any accident, injury (including death at any time resulting therefrom) or damage to any Person or property occurring in, on or about the Premises or any part thereof or in, on or about any sidewalk or curb adjacent thereto;
(e) any failure on the part of Tenant to pay Rental or to perform or comply with any of the covenants, agreements, terms or conditions contained in this Lease on Tenant's part to be performed or complied with;
(f) any lien or claim which may be alleged to have arisen against or on the Premises, or occasioned wholly any lien or claim which may be alleged to have arisen out of this Lease and created or permitted to be created by Tenant against any assets of Landlord under the laws of the State of Colorado or of any other Governmental Authority, or any liability which may be asserted against Landlord with respect thereto;
(g) any failure on the part of Tenant to keep, observe and perform any of the terms, covenants, agreements, provisions, conditions or limitations contained in the Subleases or other contracts and agreements affecting the Premises on Tenant's part by to be kept, observed or performed; and
(h) any contest permitted pursuant to the provisions of Articles 4, 14, 16 and 26 hereof. The obligation of Tenant under this Article 19 to indemnify any indemnified Party shall apply to any injury, damage to Persons or property or any violation of law claimed subsequent to the Term if such injury, damage or violation, as the case may be, is the result of any act or omission by Tenant or by any agent, employee or contractor of Tenant, its agents, contractors, employees, servants, licensees, concessionaires, or invitees or by anyone permitted to any Person for whom Tenant may be on legally responsible occurring during the Premises by Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses Term or any kind other time during which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy Tenant had possession of the Premises or Tenant’s negligent performance any portion thereof. The obligation of Tenant under this Article 19 to indemnify any Indemnified Party shall not apply to any injury or damage to Persons or property the proximate cause of which is the negligence or willful misconduct of such Indemnified Party.
19.02 The obligations of Tenant under this Article 19 shall not be affected in any way by the absence in any case of covering insurance or by the failure or refusal of any insurance carrier to perform any of its obligations under this Lease. In the event that Landlord shall, without fault obligation on its partpart under insurance policies affecting the Premises or any part thereof.
19.03 If any claim, be action or proceeding is made a party or brought against any Indemnified Party against which it is indemnified pursuant to any litigation commenced Section 19.01 hereof, then, upon demand by or against TenantLandlord, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costsresist or defend such claim, expensesaction or proceedings in Landlord's name, and reasonable attorney fees incurred or paid if necessary, by the Indemnified Parties attorneys for Tenant or Tenant's insurance carrier (if such claim, action or proceeding is covered by insurance), otherwise by such attorneys as Landlord shall approve, which approval shall not be unreasonably withheld or delayed.
19.04 The provisions of this Article 19 shall survive the Expiration Date with respect to any liability, suit, obligation, fine, damage, penalty, claim, cost, charge or expense arising out of or in connection with such litigation. The obligations any matter which is the subject of indemnification under this Section 19.05 shall survive the expiration or earlier termination of the LeaseArticle 19.
Appears in 1 contract
Indemnification of Landlord. In addition to any other indemnification obligations in this Lease, Tenant shall indemnifydefend, protect and defend Landlord, Landlord’s property manager and their respective agents, contractors and employees (collectively, the Indemnified Parties ) indemnify and save them and hold Landlord harmless from and against any and all loss liabilities, obligations, losses, damages, injunctions, suits, actions, fines, penalties, claims, demands, costs and expenses of every kind or nature, including reasonable attorneys' fees and expenses and court costs and actual or consequential damages, incurred by, imposed upon or asserted against Landlord, its officers, trustees, employees, shareholders, agents or Affiliates, arising directly or indirectly from or out of: (including loss of Rents payable a) any breach, violation or nonperformance by Tenant or by other tenants)any person claiming under Tenant, and against all claimsor the employees, actionsagents, damagescontractors, liabilityinvitees or visitors of Tenant of any of the terms, costsprovisions, fees and expenses representations, warranties, covenants or conditions of this Lease on Tenant's part to be performed or any law, ordinance or governmental requirement of any kind; (includingb) any use, without limitationcondition, attorneys and consultants feesoperation or occupancy of the Premises during the Term hereof; (c) in connection with loss any acts, omissions or negligence of lifeTenant, bodily and personal in, on, or about the Premises during the Term hereof; (d) any accident, injury, death or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors or any other person which shall happen at, in or upon the Premises, however occurring during the Term hereof; (real e) any matter or personal) arising from thing growing out of the condition, occupation, maintenance, alteration, repair, use or operation by any occurrence inperson of the Premises, upon, or at the Premises or any part thereof, or the operation of the business contemplated by this Lease to be conducted thereon, thereat, therein, or therefrom which occurs during the Term hereof; (f) any failure of Tenant to comply with any laws, ordinances, requirements, orders, directions, rules or regulations of any governmental authority, including, without limitation, the Accessibility Laws; (g) any contamination of the Premises, or the ground waters thereof, arising on or after the date Tenant takes possession of the Premises and occasioned wholly by the use, transportation, storage, spillage or in part by discharge thereon, therein or therefrom of any toxic or hazardous chemicals, compounds, materials or substances or any violation of the covenants of PARAGRAPH 18 above; (h) any discharge of toxic or hazardous sewage or waste materials from the Premises into any septic facility or sanitary sewer system serving the Premises arising on or after the date Tenant takes possession of the Premises; (i) any brokers or agents fees and commissions incurred during or with respect to the Term hereof; or (j) any other act or omission of Tenant, its employees, agents, contractorsinvitees, employeescustomers, servants, licensees, concessionaires, licensees or invitees or by anyone permitted to be on contractors which occurs during the Premises by Term hereof. Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its 's indemnity obligations under this Lease. In PARAGRAPH 23 and elsewhere in this Lease arising prior to the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by termination or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigation. The obligations assignment of this Section 19.05 Lease shall survive the expiration any such termination or earlier termination of the Leaseassignment.
Appears in 1 contract
Samples: Strategic Alliance Agreement (Sonic Automotive Inc)
Indemnification of Landlord. Tenant shall indemnifydefend and hereby does --------------------------- indemnify and save harmless Landlord and Landlord's officers, protect and defend Landlorddirectors, Landlord’s property manager and their respective agentspartners, contractors agents and employees (collectively, the Indemnified Parties "Landlord's Indemnitees") and save them harmless from and against any and all loss liability (including loss of Rents payable by Tenant statutory or by other tenantsotherwise), and against all claims, actionssuits, damagescauses of action, liabilitydemands, judgments, costs, fees interest and expenses (includingincluding also reasonable attorneys' fees and disbursements incurred in the defense thereof) to which any Landlord's Indemnitees may (except insofar as it arises out of the negligence or the intentional act or failure to act of such Landlord Indemnitees or their contractors) be subject or suffer, without limitationwhether by reason of any claim for, attorneys any injury to, or death of, any person or persons or damage to or loss of property (including also any loss of use thereof) or otherwise, and consultants fees) arising from or in connection with loss of life, bodily and personal injurythe use by Tenant of, or damage to property (real or personal) arising from any occurrence in, upon, work or at the Premises anything whatsoever done by Tenant (or any part thereofof its officers, or occasioned wholly or in part by any act or omission of Tenantdirectors, its agents, contractors, employees, servants, licensees, concessionaires, licensees or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personalinvitees) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from in any part of the roof Demised Premises or the BuildingBuilding (other than by Landlord or its agents or contractors) during the term of this Lease. Tenant agrees, at all times, Tenant's agreement to indemnify and hold save harmless shall also apply during the Indemnified Parties harmless against all actionsperiod of time, claimsif any, demandsprior to the Lease Commencement Date and the Mandatory Expansion Space Lease Commencement Date, costsas applicable, damageswith respect to such part of the Demised Premises and/or the Building that Tenant may have been given access to for the purpose of undertaking Alterations, or expenses preparing to conduct the Alterations or arising from any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy condition of the Demised Premises or Tenant’s negligent the Building due to or resulting from any default by Tenant in the keeping, observance or performance of any covenant or failure to perform agreement contained in this Lease or from any fault or neglect of Tenant or any of its obligations under this Lease. In the event that Landlord shallofficers, without fault on its partdirectors, be made a party to any litigation commenced by agents, contractors, employees, licenses or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigation. The obligations of this Section 19.05 shall survive the expiration or earlier termination of the Leaseinvitees.
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Indemnification of Landlord. Tenant shall defend, indemnify, protect pay, save and defend Landlord, Landlord’s property manager and their respective agents, contractors and employees (collectively, the Indemnified Parties ) and save them hold Landlord harmless from and against any and all loss (including loss of Rents payable by Tenant or by other tenants)liabilities, and against all claimsobligations, losses, damages, injunctions, suits, actions, damagesfines, liabilitypenalties, claims, demands, costs and expenses of every kind or nature, including reasonable attorneys’ fees and court costs, fees incurred by Landlord, arising directly or indirectly from: (a) any failure by Tenant to perform any of the terms, provisions, covenants or conditions of this Lease, on Tenant’s part to be performed including but not limited to the payment of any fee, cost or expense which Tenant is obligated to pay and expenses discharge hereunder, (includingb) any accident, without limitation, attorneys and consultants fees) in connection with loss of life, bodily and personal injury, injury or damage to property which shall happen at, in or upon the Leased Property, however occurring; (real c) any matter or personal) arising from thing growing out of the condition, occupation, maintenance, alteration, repair, use or operation by any occurrence inperson of the Leased Property, upon, or at the Premises or any part thereof, or occasioned wholly the operation of the business contemplated by this Lease to be conducted thereon, thereat, therein, or in part therefrom arising during the Term; (d) any failure of Tenant to comply with the Legal Requirements as provided for or required under this Agreement; (e) any discharge of any Hazardous Substance or contamination of the Leased Property or the ground water thereof, arising during the Term, whether caused by of Tenant or Tenant Affiliate, their employees, agents, invitees, customers, licensees or contractors; (f) any discharge of toxic or hazardous sewage or waste materials from the Leased Property into any septic facility or sanitary sewer system serving the Leased Property arising on or after the date Tenant takes possession of the Leased Property, whether by Tenant or Tenant Affiliate, their employees, agents, invitees, customers, licensees or contractors; or (g) any other act or omission of TenantTenant or Tenant Affiliate, its or any of their employees, agents, invitees, customers, licensees or contractors. Notwithstanding anything set forth above in this Section 14.2, employees, servants, licensees, concessionaires, or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury or be obligated to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agentsdefend, servantsindemnify, or employees resulting from the condition of the Premisespay, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. Tenant agrees, at all times, to indemnify save and hold the Indemnified Parties Landlord harmless from and against all any liabilities, obligations, losses, damages, injunctions, suits, actions, fines, penalties, claims, demands, costs or expenses of any kind or nature, including reasonable attorneys’ fees and court costs, damagesresulting from Landlord’s failure to materially perform any terms, conditions or expenses covenants of this Lease, on Landlord’s part to be performed or any kind which may be brought against its gross negligence or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of willful misconduct. Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its indemnity obligations under this Lease. In Article and elsewhere in this Lease arising prior to the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by termination or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigation. The obligations permitted assignment of this Section 19.05 Lease shall survive the expiration any such termination or earlier termination of the Leaseassignment.
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Indemnification of Landlord. Tenant shall agrees to indemnify, protect defend (with counsel acceptable to Landlord and defend at Tenant's sole cost), and hold Landlord and Landlord's partners, Landlord’s property manager and their respective employees, agents, contractors attorneys, successors and employees (collectively, the Indemnified Parties ) assigns free and save them harmless from and against any and all loss (including loss of Rents payable by Tenant or by other tenants)losses, and against all liabilities, obligations, penalties, claims, actionslitigation, damagesorders, liabilitydemands, defenses, costs, fees and expenses judgments, suits, penalties, proceedings, damages (including, without limitation, attorneys consequential damages, diminution of the value of the Premises or Project, disbursements, losses, or expenses of any kind (including, without limitation, attorneys' and consultants feesexperts' fees and expenses incurred in investigating, defending, or prosecuting any litigation, claim, or proceeding) that may at any time be imposed upon, suffered by, incurred by, or asserted or awarded against Landlord or any of its partners, employees, agents, attorneys, successors or assigns in connection with loss of lifeor arising directly or indirectly out of:
(1) Any release, bodily and personal injurythreatened release, discharge, handling, use, storage, presence, transportation, or damage disposal of any Hazardous Materials (whether or not the use thereof is a Reportable Use or has been consented to property (real or personal) arising from any occurrence by Landlord on, in, uponunder, or at affecting all or any part of the Premises or any part thereofProject which is (or are) attributable, or occasioned wholly in whole or in part by part, directly or indirectly, to any act or omission of Tenant or any employee, agent, contractor, visitor, client, customer, sublessee, assignee, successor, licensee or invitee of Tenant;
(2) Any misrepresentation, its agents, contractors, employees, servants, licensees, concessionairesinaccuracy, or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks breach of and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agentsany warranty, servantscovenant, or employees resulting from the condition of the Premises, agreement contained or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. referred to in this paragraph 8;
(3) Any failure by Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against employee, agent, contractor, visitor, customer, sublessee, assignee, successor, client, licensee or invitee of Tenant to comply with any Environmental Requirement or other applicable law, whether such failure was made against knowingly or unknowingly or intentionally or unintentionally. This indemnification is the Indemnified Parties or which the Indemnified Parties may pay or incur by reason personal obligation of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations under this Lease. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigation. The obligations of this Section 19.05 shall survive the expiration or earlier sooner termination of this lease. Tenant, its successors, and assigns waive, release, and agree not to make any claim or bring any cost recovery action against Landlord under the LeaseComprehensive Environmental Response, Compensation and Liability Act, as amended and reauthorized to date (42 U.S.C. Sections 9601 et seq.) ("CERCLA"), or any state equivalent or any similar law now existing or enacted after this date. To the extent that Landlord is strictly liable under any such law, regulation, ordinance, or requirement, Tenant's obligation to Landlord under this indemnity shall also be without regard to fault on the part of Tenant with respect to the violation or condition that results in liability to Landlord.
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Indemnification of Landlord. In amplification of Article XVII and not in limitation thereof, Tenant shall indemnify, protect defend and defend hold harmless Landlord, Landlord’s property manager and their respective 's agents, contractors and employees (collectivelyemployees, the Indemnified Parties ) Premises, the Building and save them harmless the Project from and against (i) any and all loss liability, penalties, losses, damages, costs and expenses, demands, causes of action, claims or judgments arising from any injury to any person or persons (including loss death) or any damage to any property as a result of Rents payable the use, maintenance, occupation or operation of the Premises, the Building or the Project by Tenant or Tenant's Agents or resulting from any breach or default in the performance of any obligation to be performed by other tenants)Tenant under the terms of this Lease, or arising from any act, neglect, fault or omission of Tenant or any of Tenant's Agents, and against (ii) all claimsreasonable legal fees, actions, damages, liability, costs, expert fees or other professional fees and expenses (including, without limitation, attorneys and consultants fees) court charges incurred in connection with loss any of lifesuch matters and the defense of any action arising out of the same or in discharging the Premises, bodily and personal injurythe Building or the Project, or damage to property (real or personal) arising from any occurrence in, upon, or at the Premises or any part thereof, from any and all liens, charges or occasioned wholly judgments which may accrue or in part be placed thereon by reason of any act or omission of Tenant or any of Tenant's Agents; provided, its agentshowever, contractors, employees, servants, licensees, concessionaires, or invitees or by anyone permitted to be on the Premises by Tenant. that Tenant assumes all risks of and Landlord shall not be required to indemnify Landlord for any damage or injury of any kind arising as a result of the gross negligence or willful misconduct of Landlord. In no event shall Landlord nor any partner, director, officer, agent or employee of Landlord be liable for injury damages arising out of any loss of the use of the Premises or any equipment or facilities therein by Tenant or any persons claiming through or under Tenant; nor shall Landlord or any partner, director, officer, employee or agent of Landlord be liable for (i) any damage to person property entrusted to employees or security officers of the Building or the Project, (ii) loss or damage to Tenant’s any property by theft, (real iii) any injury or personal) damage to persons or the property of Tenant’s agentsproperty, servants, or employees resulting from the condition of the Premisesfire, explosion, electricity, water or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow rain which may leak into, issue from, or flow from any part of the roof Building, the Common Areas or the Building. Tenant agreesProject or from the pipes, at all timesappliances or plumbing work therein or from the root, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damagesstreet or subsurface or from any other place or resulting from dampness or any other cause, or expenses (iv) any interference with light or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations under this Lease. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigation. The obligations of this Section 19.05 shall survive the expiration or earlier termination of the Leaseother incorporeal hereditaments.
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Indemnification of Landlord. To the fullest extent permitted by the laws of the State of Alabama, neither Landlord nor Agent shall be liable for any death, injury, damage or loss to person or property whatsoever, including any caused by burglary, assault, vandalism, theft or any other crimes: negligence of Tenant shall indemnifyor others; wind, protect rain, flood, hail, ice, snow, lightening, fire, smoke, explosions, natural disaster or other acts of God; any defects in the heating, gas, electricity, water, or sewer systems serving the Complex; any interruption of heat, electricity, water, sewer, telephone, cable TV, internet or any other utility services serving the Premises or the Complex; the malfunction of machinery or appliances serving the Premises or the Complex; or any other cause which is not the direct result of the fault of Landlord or its Agent; and, to the fullest extent permitted by Prevailing Law, Tenant hereby expressly releases, waives, discharges and defend agrees not be xxx Landlord, Landlord’s property manager Agent and their respective officers, directors, shareholders, members, managers, agents, contractors employees, representatives, affiliates, nominees, designees, successors and employees assigns (collectivelycollectively the “Releasees”) for any and all claims for such death, injury, damage or loss. In addition, to the Indemnified Parties ) fullest extent permitted by law, Tenant agrees to indemnify, defend and save them hold harmless the Releasees for, from and against any and all loss liabilities, claims, suits, demands, losses, damages, fines, penalties, fees, costs or expenses (including loss reasonable attorney’s fees, costs and expenses) asserted by any person (including Tenant, Tenant’s guests and invitees, and their respective family members, personal representatives, heirs, agents and assigns) against the Releasees and arising directly or indirectly out of Rents payable (i) any accident, injury or damage occurring in and around the Premises or in or about the Complex, resulting from any reason whatsoever (other than the acts of Landlord or its Agent); (ii) any activities of Tenant or Tenant’s guests or invitees in and around the Premises or in or about the Community; or (iii) Tenant’s failure to perform any covenant that Tenant is required to perform under this Lease. Furthermore, Tenant expressly acknowledges and agrees that the Complex contains various common areas, such as a clubhouse, swimming pool, tennis courts, fitness and tanning facilities, and other amenities made available by Landlord (the “Amenities”). To the fullest extent permitted by law, for himself or herself and any family members, personal representatives, heirs, agents and assigns, hereby acknowledges, represents, covenants and agree that: (a) the use of the Amenities by Tenant or by other tenants)shall be at Tenant’s own risk, and against (b) Tenant assumes full responsibility for and risk of bodily injury, death or property damage or loss due to or arising out of, or related to, the Tenant’s use of the Amenities. Tenant also hereby releases, waives, discharges and agrees not to xxx the Releasees for any and all present and future liability to the Tenant and/or the Tenant’s family members, personal representatives, heirs, agent and assigns, for any and all injury, loss, liability, damages or costs, and any and all claims, actionssuits, damagescauses or action or demands therefor, liabilityknown and unknown, costs, fees and expenses (including, without limitation, attorneys and consultants fees) in connection with loss on account of life, bodily and personal injury, or damage to property (real or personal) arising from any occurrence in, upon, or at the Premises or any part thereof, or occasioned wholly or in part by any act or omission of Tenant, its agents, contractors, employees, servants, licensees, concessionaires, or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury to person or damage property or resulting in the death or disability of the Tenant, during or arising out of or related to Tenant’s property (real or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition use of the PremisesAmenities and Tenant hereby agrees to indemnify, or defend and hold harmless each of the Releasees for, from the bursting or leaking of and against any and all pipesinjury, utility linesloss, connectionsliability, damage or air conditioningcost Tenant may incur during, ventilatingarising out of or related to the Tenant’s use of the Amenities. The indemnification obligations of Tenant to Landlord under this Section shall not depend upon the existence of fault or negligence but shall apply whether or not Tenant, Tenant’s guests or heating equipment ininvitees or any other person be at fault and shall include all legal liabilities arising without fault. Notwithstanding the foregoing, on, this section does not exculpate or about limit the Premises, liability or from water, rain, cost of the Landlord or snow which may leak into, issue from, or flow Agent from any part of the roof or the Building. Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations liability arising under this Lease. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigation. The obligations of this Section 19.05 shall survive the expiration or earlier termination of the Leaselaw.
Appears in 1 contract
Samples: Rental Agreement
Indemnification of Landlord. Except for the willful or negligent acts or omissions (where applicable law imposes a duty to act) of Landlord or its agents, employees or contractors, Tenant shall indemnify, protect hereby agrees to indemnify and defend hold harmless Landlord, Landlord’s property manager the Additional Insureds and their respective agentsthe officers, contractors directors, agents and employees (collectivelyof, and the Indemnified Parties ) partners in, Landlord and save them harmless the Additional Insureds, from and against any and all loss (including loss of Rents payable by Tenant or by other tenants)claims, and against all claimslosses, actions, damages, liability, costs, fees liabilities and expenses (including, without limitation, attorneys including reasonable attorneys' fees and consultants feesdisbursements) that (i) arise from or are in connection with loss Tenant's possession, use, occupancy, repair, maintenance or control of life, bodily and personal injury, all or damage to property (real or personal) arising from any occurrence in, upon, or at part of the Premises or the Equipment, the making or removal of any part thereofTenant Equipment or Personal Property and the performance of all related construction work, or occasioned wholly that relate in any other manner to the business conducted by Tenant in the Premises, or (ii) arise from or are in part by connection with any willful or negligent act or omission of Tenant, Tenant or its agents, contractors, employeessubcontractors, servants, invitees and/or licensees, concessionairesor (iii) result from any default, breach, violation or nonperformance of this Lease or any provision therein by Tenant, or invitees (iv) arise from injury or by anyone permitted death to be on the Premises by Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury to person individuals or damage to Tenant’s property (real or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, sustained on or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. Tenant agreesshall, at all timesits own cost and expense, to indemnify upon notice thereof from Landlord, defend any and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind suits and proceedings which may be brought against Landlord, the Additional Insureds and the officers, directors, agents and employees of, and the partners in, Landlord and the Additional Insureds, or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations under this Leasethem, with respect to the foregoing or in which Landlord, the Additional Insureds and the officers, directors, agents and employees of, and the partners in, Landlord and the Additional Insureds, or any of them, may be impleaded. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect pay, satisfy and hold discharge any and all final money judgments which may be recovered against Landlord, the Indemnified Parties harmless Additional Insureds and shall pay all coststhe officers, expensesdirectors, agents and employees of, and reasonable attorney fees incurred the partners in, Landlord and the Additional Insureds, or paid by the Indemnified Parties any of them, in connection with such litigationthe foregoing. The obligations For so long as Tenant is in compliance with the insurance requirements of this Section 19.05 20.1, the indemnity provided above shall survive be limited to the expiration policy limits of such insurance, excluding only such deductibles as Tenant maintains (such deductible amount to be determined by Tenant in its sole discretion), provided, however, that Tenant is still liable if the act is not covered by Tenant's insurance or earlier termination of the Leaseinsurance coverage is not in place.
Appears in 1 contract
Samples: Lease (Amincor, Inc.)
Indemnification of Landlord. Tenant shall indemnifywill protect, protect indemnify and defend save harmless Landlord, Landlord’s property manager 's lender (if any), and their respective members, managers, officers, directors, shareholders, partners, employees, agents, contractors servants, representatives, affiliates, subsidiaries, participants, successors and employees assigns (individually, a "Landlord Indemnified Party" and, collectively, the "Landlord Indemnified Parties Parties") and save them harmless from and against any and all loss (including loss of Rents payable by Tenant or by other tenants), and against all claims, actionsliabilities, obligations, damages, liabilitypenalties, costsactions, fees causes of action, costs and expenses (expenses; including, without limitation, attorneys reasonable attorneys' fees and consultants feesexpenses (collectively, "Claims") imposed upon or incurred by or asserted against any Landlord Indemnified Party by reason of the occurrence or existence of any of the following during the Lease Term or thereafter (while Tenant is in connection with possession of the Premises): (a) any accident, injury to or death of persons or loss of life, bodily and personal injury, or damage to property (real occurring on or personal) arising from any occurrence in, uponabout the Premises, or at any part thereof, or occurring on or about the adjoining sidewalks, curbs, loading docks, stairs, vaults and vault space, if any, streets or ways as a result of or in connection with Tenant's use or occupancy of the Premises; (b) any occupancy, use, nonuse or condition of the Premises, or any part thereof, or any use, nonuse or condition of the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways resulting from Tenant's use or occupancy of the Premises; (c) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; (d) any negligence or willful misconduct of Tenant; (e) performance of any labor or services or the furnishing of any materials or other property by Tenant or its contractors in respect of the Premises or any part thereof, ; or occasioned wholly or in part by (f) any act or omission of Tenant, its agents, contractors, employees, servants, licensees, concessionaires, or invitees or by anyone permitted to be on the Premises by TenantTenant Delay. Tenant assumes all risks of and shall defend the Landlord shall not be liable for injury Indemnified Parties against any such Claims at Tenant's expense with counsel reasonably acceptable to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. Tenant agreesLandlord or, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations under this Lease. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against TenantLandlord's election, Tenant shall protect and hold reimburse the Landlord Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney for any legal fees or costs incurred or paid by the Landlord Indemnified Parties in connection with any such litigationClaim. As a material part of the consideration to Landlord, Tenant assumes all risk of damage to property or injury to persons in or about the Premises arising from any cause and Tenant hereby waives all claims in respect thereof against Landlord, except for any claim arising out of Landlord's gross negligence or willful misconduct. The furnishing of insurance required hereunder shall not be deemed to limit Tenant's obligations of under this Section 19.05 5.05. It is expressly agreed that this indemnity is intended to indemnify the Landlord Indemnified Parties against the consequences of their own negligence or fault, even when such Landlord Indemnified Party is jointly, comparatively, contributively, or concurrently negligent with Tenant, and even though any such claim, cause of action or suit is based upon or alleged to be based upon the strict liability of a Landlord Indemnified Party; however, such indemnity shall survive not apply to the expiration sole or earlier termination gross negligence or willful misconduct of a Landlord Indemnified Party (provided, further, however that the term "gross negligence" shall not include gross negligence imputed as a matter of law to any of the Landlord Indemnified Parties solely by reason of Landlord's interest in the Property or Landlord's failure to act in respect of matters which are or were the obligation of Tenant under this Lease).
Appears in 1 contract
Samples: Lease Agreement (SunOpta Inc.)
Indemnification of Landlord. Tenant shall indemnifydefend, protect and defend Landlord, Landlord’s property manager and their respective agents, contractors and employees (collectively, the Indemnified Parties ) indemnify and save them and hold Landlord harmless from and against any and all loss (including loss of Rents payable by Tenant or by other tenants)liabilities, and against all claimsobligations, losses, damages, injunctions, suits, actions, damagesfines, liabilitypenalties, claims, demands, costs and expenses of every kind or nature, including reasonable attorneys’ fees and court costs, fees incurred by Landlord, arising directly or indirectly from or out of: (a) any failure by Tenant to perform any of the terms, provisions, covenants or conditions of this Agreement, on Tenant’s part to be performed including but not limited to the payment of any fee, cost or expense which Tenant is obligated to pay and expenses discharge hereunder, (includingb) any accident, without limitation, attorneys and consultants fees) in connection with loss of life, bodily and personal injury, injury or damage to property which shall happen at, in or upon the Leased Property, however occurring; (real c) any matter or personal) arising from thing growing out of the condition, occupation, maintenance, alteration, repair, use or operation by any occurrence inperson of the Leased Property, upon, or at the Premises or any part thereof, or the operation of the business contemplated by this Agreement to be conducted thereon, thereat, therein, or therefrom; (d) any failure of Tenant or Subtenants to comply with the Legal Requirements; (e) any contamination of the Leased Property, or the groundwaters thereof occasioned wholly by the use, transportation, storage, spillage or in part discharge thereon, therein or therefrom of any toxic or hazardous chemicals, compounds, materials or substances, whether by Tenant, Subtenant or by any agent or invitee of Tenant or Subtenant; (f) any discharge of toxic or hazardous sewage or waste materials from the Leased Property into any septic facility or sanitary sewer system serving the Leased Property, whether by Tenant, Subtenant or by any agent of Tenant or Subtenant; (g) any fines, penalties, or refunds due and payable to Medicare or Medicaid arising out of the operation of the Leased Property by Tenant or Subtenant; or (h) any other act or omission of Tenant, its employees, agents, invitees, customers, licensees or contractors, employeesprovided, servantshowever, licensees, concessionaires, or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury or be obligated to person indemnify Landlord from and against any damages resulting from Landlord’s gross negligence or damage to willful misconduct. Tenant’s property (real or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its indemnity obligations under this Lease. In Article and elsewhere in this Agreement arising prior to the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by termination or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigation. The obligations permitted assignment of this Section 19.05 Agreement shall survive the expiration any such termination or earlier termination of the Leaseassignment.
Appears in 1 contract
Samples: Master Lease Agreement (Care Investment Trust Inc.)
Indemnification of Landlord. Tenant shall agrees to indemnify, protect defend (with counsel acceptable to Landlord and defend Landlordat Tenant’s sole cost), and hold Landlord and Landlord’s property manager and their respective partners, employers, agents, contractors attorneys, successors and employees (collectively, the Indemnified Parties ) assigns free and save them harmless from and against any and all loss (including loss of Rents payable by Tenant or by other tenants)losses, and against all liabilities, obligations, penalties, claims, actionslitigation, damagesorders, liabilitydemands, defenses, costs, fees and expenses judgments, suits, penalties, proceedings, damages (including, without limitation, attorneys attorneys’ and consultants feesexperts’ fees and expenses incurred in investigating, defending, or prosecuting any litigation, claim, or proceeding and consequential damages other than the diminution in value of the Premises) that may at any time be imposed upon, suffered by, incurred by, or asserted or awarded against Landlord or any of its partners, employees, agents, attorneys, successors or assigns in connection with loss of lifeor arising directly or indirectly out of:
(1) Any release, bodily and personal injurythreatened release, discharge, handling, use, storage, presence, transportation, or damage disposal of any Hazardous Materials (whether or not the use thereof is a Reportable Use or has been consented to property (real or personalby Landlord) arising from any occurrence on, in, uponunder, or at the Premises affecting all or any part thereofof the Premises which is (or are) attributable, or occasioned wholly in whole or in part by part, directly or indirectly, to any act or omission of Tenant or any employee, agent, contractor, visitor client, customer, sublessee, assignee, successor, licensee or invitee of Tenant;
(2) Any misrepresentation, its agents, contractors, employees, servants, licensees, concessionairesinaccuracy, or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks breach of and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agentsany warranty, servantscovenant, or employees resulting from the condition of the Premises, agreement contained or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. referred to in this paragraph 50;
(3) Any failure by Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against employee, agent, contractor, visitor, customer, sublessee, assignee, successor, client, licensee or invitee of Tenant to comply with any Environmental Requirement or other applicable law, whether such failure was made against knowingly or unknowingly or intentionally or unintentionally. This indemnification is the Indemnified Parties or which the Indemnified Parties may pay or incur by reason personal obligation of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations under this Lease. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigation. The obligations of this Section 19.05 shall survive the expiration or earlier sooner termination of this Lease. Tenant, its successors, and assigns waive, release, and agree not to make any claim or bring any cost recovery action against Landlord under the LeaseComprehensive Environmental Response, Compensation and Liability Act, as amended and reauthorized to date (42 USC. §§ 9601 et seq.) (“CERCLA”), or any state equivalent or any similar law now existing or enacted after this date. To the extent that Landlord is strictly liable under any such law, regulation, ordinance, or requirement, Tenant’s obligation to Landlord under this indemnity shall also be without regard to fault on the part of Tenant with respect to the violation or condition that results in liability to Landlord.
Appears in 1 contract
Samples: Sublease (Telik Inc)
Indemnification of Landlord. 13.1 Tenant -releases and, subject to the provisions of Section 14.5, shall indemnifydefend, protect indemnify and defend hold harmless Landlord, Landlord’s property manager and their respective agentseach of its officers, contractors directors, shareholders, employees, agents and employees (collectivelyrepresentatives, the Indemnified Parties ) against and save them harmless from and against any and all loss (including loss of Rents payable by Tenant or by other tenants)liabilities, and against all claims, actionsobligations, damages, liabilitypenalties, judgments, claims, costs, charges, fees and expenses (expenses, including, without limitationbut not limited to, attorneys costs of investigation and consultants feescorrection, reasonable architects', attorneys' and consultants' fees and costs, which may be imposed upon, incurred by or asserted against Landlord or its officers, directors, shareholders, employees, agents and representatives by reason of any of the following:
(a) any act or omission during the term of this lease in, on, about or arising out of or in connection with loss the use, operation, maintenance and occupancy of life, bodily and personal injury, or damage to property (real or personal) arising from any occurrence in, upon, or at the Premises or any part thereof, whether or occasioned wholly or in part not consented to by any act or omission of Landlord; by Tenant, or Tenant's agents, xxxxxxctors, servants or employees (whether inside or outside the scope of employment), licensees or invitees, except to the extent caused by the negligence or intentional misconduct of Landlord or its agents, contractors, subcontractors, servants or employees;
(b) any accident, servantsinjury, licenseescasualty, concessionairesloss, theft or invitees or by anyone permitted damage whatsoever to be on the Premises by Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury to any person or damage to Tenant’s tangible property (real occurring in, on, about or personal) arising out of or in connection with the property of Tenant’s agents, servants, use or employees resulting from the condition occupancy by Tenant of the Premises, any common area, roadway, alley, basement, pathway, curb, parking area, passageway or space under or adjacent thereto arising from any cause or occurrence whatsoever, except to the extent caused by the negligence or intentional misconduct of Landlord or its agents, contractors, subcontractors, servants or employees;
(c) any failure on the part of Tenant or any of its agents, contractors, subcontractors, servants or employees to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this lease;
(d) any failure by Tenant to perform or comply with any of the terms or provisions contained in this lease or any act performed by Landlord in exercise of its rights under ARTICLE 17; or
(e) any presence, release, migration, discharge, disposal, dumping, spilling or leaking (accidental or otherwise), now or hereafter determined to be unlawful or subject to governmentally imposed remedial requirements, caused by Tenant or in any way connected with Tenant's business, of any hazardous, dangerous or toxic substance of any kind (whether or not now or hereafter regulated, defined or listed as hazardous, dangerous or toxic by any local, state, or federal government) into, onto or under the Property or the air, soil, surface water, or groundwater thereof, or the pavement, structures, sewer system, fixtures, equipment, tanks, containers or personality at the Property or into, onto or under the property of others from the bursting Premises. The foregoing indemnity shall apply notwithstanding any provisions of federal, state or leaking local law which provides for the exoneration from liability in the event of settlement with any governmental. agency, and all pipesnotwithstanding Landlord's consent, utility linesknowledge, connections, acxxxx xx inaction with respect to the act or air conditioning, ventilating, occurrence giving rise to such right of indemnity.
13.2 In case any action or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be proceeding is brought against Landlord or made against the Indemnified Parties or which the Indemnified Parties may pay or incur its officers, directors, shareholders, employees, agents and representatives by reason of any claim indemnified under Section 13. 1, Landlord shall promptly notify Tenant of such claim and Tenant shall, at Tenant’s occupancy of the Premises 's expense, immediately resist or Tenant’s negligent performance defend-such action or failure to perform any of its obligations under this Leaseproceeding with counsel approved by Landlord in writing, which approval shall not be unreasonably withheld. In the event that connection with any such action brought against Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant's employees, Tenant shall protect waives any immunity, defense or other protection afforded by any worker's compensation, industrial insurance or similar laws, with regard to such claim or action against Landlord.
13.3 Tenant waives and hold the Indemnified Parties harmless releases all claxxx xxxxxxx Xandlord, its officers, directors, shareholders, employees, agents and shall pay all costsrepresentatives, expensesfcr any loss, and reasonable attorney fees incurred injury, or paid by the Indemnified Parties in connection with such litigation. The obligations of this Section 19.05 shall survive the expiration or earlier termination of the Lease.damage (including
Appears in 1 contract
Samples: Lease Agreement (Foster L B Co)
Indemnification of Landlord. In amplification of Article XVII and not in limitation thereof, Tenant shall indemnify, protect defend and defend hold harmless Landlord, Landlord’s property manager and their respective 's agents, contractors and employees (collectivelyemployees, the Indemnified Parties ) Premises, the Building and save them harmless the Project from and against (i) any and all loss liability, penalties, losses, damages, costs and expenses, demands, causes of action, claims or judgments arising from any injury to any person or persons (including loss death) or any damage to any property as a result of Rents payable the use, maintenance, occupation or operation of the Premises, the Building or the Project by Tenant or Tenant's Agents or resulting from any breach or default in the performance of any obligation to be performed by other tenants)Tenant under the terms of this Lease, or arising from any act, neglect, fault or omission of Tenant or any of Tenant's Agents, and against (ii) all claimslegal fees, actions, damages, liability, costs, expert fees or other professional fees and expenses (including, without limitation, attorneys and consultants fees) court charges incurred in connection with loss any of lifesuch matters and the defense of any action arising out of the same or in discharging the Premises, bodily and personal injurythe Building or the Project, or damage to property (real or personal) arising from any occurrence in, upon, or at the Premises or any part thereof, from any and all liens, charges or occasioned wholly judgments which may accrue or in part be placed thereon by reason of any act or omission of Tenant or any of Tenant's Agents; provided, however, that Tenant shall not be required to indemnify Landlord for any damage or injury of any kind arising as a result of the sole negligence or willful misconduct of Landlord and/or its agents, contractorscontractors or employees. In no event shall Landlord nor any partner, employeesdirector, servantsofficer, licensees, concessionaires, agent or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks employee of and Landlord shall not be liable for any personal injury to person or death or property damage to Tenant’s property (real caused by other lessees or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, persons in or about the Premises, the Building or from water, rainthe Project, or snow caused by public or quasi-public work, or for consequential damages arising out of any loss of the use of the Premises or any equipment or facilities therein by Tenant or any persons claiming through or under Tenant; nor shall Landlord or any partner, director, officer, employee or agent of Landlord be liable for (i) any damage to property entrusted to employees or security officers of the Building or the Project, (ii) loss or damage to any property by theft, (iii) any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak into, issue from, or flow from any part of the roof Building, the Common Areas or the Building. Tenant agreesProject or from the pipes, at all timesappliances or plumbing work therein or from the roof, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damagesstreet or subsurface or from any other place or resulting from dampness or any other cause, or expenses (iv) any interference with light or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations under this Lease. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigation. The obligations of this Section 19.05 shall survive the expiration or earlier termination of the Leaseother incorporeal hereditaments.
Appears in 1 contract
Samples: Lease Agreement (Bionx Implants Inc)
Indemnification of Landlord. Tenant shall agrees to indemnify, protect defend (with counsel reasonably acceptable to Landlord and defend Landlordat Tenant’s sole cost), and hold Landlord and Landlord’s property manager and their respective partners, employees, agents, contractors attorneys, successors and employees (collectively, the Indemnified Parties ) assigns free and save them harmless from and against any and all loss (including loss of Rents payable by Tenant or by other tenants)losses, and against all liabilities, obligations, penalties, claims, actionslitigation, damagesorders, liabilitydemands, defenses, costs, fees and expenses judgments, suits, penalties, proceedings, damages (including, without limitation, attorneys consequential damages, diminution of the value of the Premises or Project, disbursements, losses, or expenses of any kind (including, without limitation, reasonable attorneys’ and consultants feesexperts’ fees and expenses) incurred in investigating, defending, or prosecuting any litigation, claim, or proceeding) that may at any time be imposed upon, suffered by, incurred by, or asserted or awarded against Landlord or any of its partners, employees, agents, attorneys, successors or assigns in connection with loss of lifeor arising directly or indirectly out of:
(1) Any release, bodily and personal injurythreatened release, discharge, handling, use, storage, presence, transportation, or damage disposal of any Hazardous Materials (whether or not the use thereof is a Reportable Use or has been consented to property (real or personalby Landlord) arising from any occurrence on, in, uponunder, or at affecting all or any part of the Premises or any part thereofProject which is (or are) attributable, or occasioned wholly in whole or in part by part, directly or indirectly, to any act or omission of Tenant or any employee, agent, contractor, visitor, client, customer, sublessee, assignee, successor, licensee or invitee of Tenant;
(2) Any misrepresentation, inaccuracy, or breach of any warranty, covenant, or agreement contained or referred to in this paragraph 50;
(3) Any failure by Tenant or any employee, agent, contractor, visitor, customer, sublessee, assignee, successor, client, licensee or invitee of Tenant to comply with any Environmental Requirement or other applicable law, whether such failure was made knowingly or unknowingly or intentionally or unintentionally. This indemnification is the personal obligation of Tenant and shall survive the expiration or sooner termination of this lease. Tenant, its agentssuccessors, contractorsand assigns waive, employeesrelease, servantsand agree not to make any claim or bring any cost recovery action against Landlord under the Comprehensive Environmental Response, licenseesCompensation and Liability Act, concessionairesas amended and reauthorized to date (42 U.S.C. § § 9601 et seq.) (“CERCLA”), or invitees any state equivalent or by anyone permitted any similar law now existing or enacted after this date. To the extent that Landlord is strictly liable under any such law, regulation, ordinance, or requirement, Tenant’s obligation to Landlord under this indemnity shall also be without regard to fault on the Premises by Tenantpart of Tenant with respect to the violation or condition that results in liability to Landlord. Notwithstanding the foregoing or anything else to the contrary in this lease, nothing in this lease shall create any liability on the part of Tenant assumes all risks for any damages, injury, losses or claims arising out of and Landlord shall not be liable for injury to person or damage to Tenant’s property Hazardous Materials (real or personali) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, present at or about the Premises, Building or Project prior to the commencement of the term, (ii) that emanate onto the Premises, Building or Project from wateroutside thereof that are not the responsibility of Tenant under the foregoing provisions or (iii) that are introduced to the Premises, rainBuilding or Project by Landlord or its officers, assignees, concessionaires, licensees, agents, employees or snow which may leak intocontractors or other tenants of the Project, issue fromand Landlord shall indemnify, or flow defend and hold Tenant harmless from any part of the roof or the Building. Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations under this Lease. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigation. The obligations of this Section 19.05 shall survive the expiration or earlier termination of the Leaseforegoing.
Appears in 1 contract
Samples: Industrial Lease (Airxpanders Inc)
Indemnification of Landlord. Tenant shall indemnifynot do or permit any act or thing to be done in, protect and defend Landlord, Landlord’s property manager and their respective agents, contractors and employees (collectivelyon or about the Premises, the Indemnified Parties ) Building or the Project that may subject Landlord to any liability or responsibility for injury, damage to persons or property or to any liability by reason of the existence or application of, compliance with or violation of any Requirement, but shall exercise such control over the Premises as to protect the Landlord fully against any such liability and responsibility. Tenant shall indemnify and save them harmless the Landlord from and against any and (a) all loss (including loss claims of Rents payable by Tenant or by other tenants), and whatever nature against all claims, actions, damages, liability, costs, fees and expenses (including, without limitation, attorneys and consultants fees) in connection with loss of life, bodily and personal injury, or damage to property (real or personal) the Landlord arising from any occurrence in, upon, or at the Premises or any part thereof, or occasioned wholly or in part by any negligent act or omission of Tenant, its agents, contractors, employees, servantscustomers, licenseesinvitees, concessionairesvendors, or invitees persons within Tenant’s control, (b) all claims against the Landlord arising from any accident, injury or by anyone permitted damage whatsoever caused to be on the Premises by Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury to any person or damage to Tenant’s property (real or personal) or the property of any person and occurring in or about the Premises during the Term or during Tenant’s agents, servants, or employees resulting from the condition occupancy of the Premises, (c) all claims against the Landlord arising from any accident, injury or from damage occurring outside of the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, Premises but anywhere within or about the Premises, Building or the Project, where such accident, injury or damage results or is claimed to have resulted from watera negligent act or omission of Tenant, rainits employees, customers, invitees, vendors, or snow which may leak intopersons within Tenant’s control, issue fromand (d) any breach, violation or flow from non-performance of any part of the roof covenant, condition or the Buildingagreement contained in this Lease to be fulfilled, kept, observed and performed by Tenant. Tenant agrees, at all times, to indemnify This indemnity and hold the Indemnified Parties harmless agreement shall include indemnity from and against any and all actionsliability, claimsfines, suits, demands, costs, damages, or costs and expenses or of any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations under this Lease. In the event that Landlord shallnature (including, without fault on its partlimitation, be made a party to any litigation commenced by attorneys’ fees and disbursements), including those arising from the Landlord’s negligence, (but excluding Landlord’s gross negligence and/or willful misconduct), incurred in or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with any such litigationclaim or proceeding brought thereon, and the defense thereof. If any claim, action or proceeding is made or brought against the Landlord, against which claim, action or proceeding Tenant is obligated to indemnify Landlord pursuant to the terms of this Lease, then, upon demand by the Landlord, Tenant, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the Landlord’s name, if necessary, by such attorneys as the Landlord may select, including, without limitation, attorneys for the Landlord’s insurer. Notwithstanding the foregoing, if such attorneys shall be defending both Tenant or any persons within Tenant’s control and Landlord, the Landlord may retain its own attorneys to defend or assist in defending any claim, action or proceeding, and Tenant shall pay the reasonable fees and disbursements of such attorneys. The obligations provisions of this Section 19.05 shall survive the expiration or earlier termination of the this Lease.
Appears in 1 contract
Indemnification of Landlord. a. Landlord and the holders of any Superior Interests (as defined in Paragraph 21 below) shall not be liable to Tenant and Tenant hereby waives all claims against such parties for any loss, injury or other damage to person or property in or about the Premises or the Project from any cause whatsoever, including without limitation, water leakage of any character from the roof, walls, basement, fire sprinklers, appliances, air conditioning, plumbing or other portion of the Premises or the Project, or gas, fire, explosion, falling plaster, steam, electricity, or any malfunction within the Premises or the Project, or acts of other tenants of the Building; provided, however, that, subject to Paragraph 16 below and to the provisions of Paragraph 28 below regarding exculpation of Landlord from Special Claims, the foregoing waiver shall be inapplicable to any loss, injury or damage resulting directly from Landlord’s or any other of the Indemnitees’ (as defined in Paragraph 14.b. below) gross negligence or willful misconduct or resulting directly from Landlord’s default under this Lease that is not cured within any applicable notice and cure periods as provided herein.
b. Subject to Paragraph 16 below, Tenant shall indemnifyhold Landlord and the holders of any Superior Interest, protect and defend the constituent shareholders, partners or other owners thereof, and all of their agents, contractors, servants, officers, directors, employees and licensees (collectively with Landlord, Landlord’s property manager and their respective agents, contractors and employees (collectively, the Indemnified Parties “Indemnitees”) and save them harmless from and indemnify the Indemnitees against any and all loss (including loss of Rents payable by Tenant or by other tenants), and against all claims, actionsliabilities, damages, liabilitycosts and expenses, costs, including reasonable attorneys’ fees and expenses costs incurred in defending against the same (includingcollectively, without limitation“Claims”), attorneys and consultants feesto the extent arising from (a) the acts or omissions of Tenant or any other Tenant Parties (as defined in connection with loss of lifeParagraph 8.c. above) in, bodily and personal injuryon or about the Project, or damage to property (real b) any construction work or personal) arising from any occurrence other work undertaken by or on behalf of Tenant in, upon, or at the Premises or any part thereof, or occasioned wholly or in part by any act or omission of Tenant, its agents, contractors, employees, servants, licensees, concessionaires, or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, whether prior to or from water, rainduring the term of this Lease, or snow which may leak into, issue from(c) any breach or Event of Default under this Lease by Tenant, or flow from (d) any part of the roof accident, injury or the Building. Tenant agreesdamage, at all timeshowsoever and by whomsoever caused, to indemnify and hold any person or property, occurring in, on or about the Indemnified Parties harmless against all actions, claims, demands, costs, damages, Premises; except to the extent such Claims are caused directly by the gross negligence or expenses willful misconduct of Landlord or its authorized representatives. In case any kind which may action or proceeding be brought against or made against any of the Indemnified Parties or which the Indemnified Parties may pay or incur Indemnitees by reason of any such Claim, Tenant, upon notice from Landlord, covenants to resist and defend at Tenant’s occupancy of the Premises sole expense such action or Tenant’s negligent performance or failure proceeding by counsel reasonably satisfactory to perform any of its obligations under this Lease. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigationLandlord. The obligations provisions of this Section 19.05 Paragraph 14.b. shall survive the expiration or earlier termination of the Leasethis Lease with respect to any injury, illness, death or damage occurring prior to such expiration or termination.
Appears in 1 contract
Samples: Office Lease (Salt Blockchain Inc.)
Indemnification of Landlord. Tenant shall agrees to indemnify, protect defend (with counsel acceptable to Landlord and defend at Tenant's sole cost), and hold Landlord and Landlord's partners, Landlord’s property manager and their respective employees, agents, contractors attorneys, successors and employees (collectively, the Indemnified Parties ) assigns free and save them harmless from and against any and all loss (including loss of Rents payable by Tenant or by other tenants)losses, and against all liabilities, obligations, penalties, claims, actionslitigation, damagesorders, liabilitydemands, defenses, costs, fees and expenses judgments, suits, penalties, proceedings, damages (including, without limitation, attorneys consequential damages, diminution of the value of the Premises or Project, disbursements, losses, or expenses of any kind (including, without limitation, attorneys' and consultants feesexperts' fees and expenses incurred in investigating, defending, or prosecuting any litigation, claim, or proceeding) that may at any time be imposed upon, suffered by, incurred by, or asserted or awarded against Landlord or any of its partners, employees, agents, attorneys, successors or assigns in connection with loss of lifeor arising directly or indirectly out of:
(1) Any release, bodily and personal injurythreatened release, discharge, handling, use, storage, presence, transportation, or damage disposal of any Hazardous Materials (whether or not the use thereof is a Reportable Use or has been consented to property (real or personal) arising from any occurrence by Landlord on, in, uponunder, or at affecting all or any part of the Premises or any part thereofProject which is (or are) attributable, or occasioned wholly in whole or in part by part, directly or indirectly, to any act or omission of Tenant or any employee, agent, contractor, visitor, client, customer, sublessee, assignee, successor, licensee or invitee of Tenant;
(2) Any misrepresentation, its agents, contractors, employees, servants, licensees, concessionairesinaccuracy, or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks breach of and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agentsany warranty, servantscovenant, or employees resulting from the condition of the Premises, agreement contained or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. referred to in this paragraph 50;
(3) Any failure by Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against employee, agent, contractor, visitor, customer, sublessee, assignee, successor, client, licensee or invitee of Tenant to comply with any Environmental Requirement or other applicable law, whether such failure was made against knowingly or unknowingly or intentionally or unintentionally. This indemnification is the Indemnified Parties or which the Indemnified Parties may pay or incur by reason personal obligation of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations under this Lease. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigation. The obligations of this Section 19.05 shall survive the expiration or earlier sooner termination of this lease. Tenant, its successors, and assigns waive, release, and agree not to make any claim or bring any cost recovery action against Landlord under the LeaseComprehensive Environmental Response, Compensation and Liability Act, as amended and reauthorized to date (42 U.S.C. Section Section 9601 et seq.) ("CERCLA"), or any state equivalent or any similar law now existing or enacted after this date. To the extent that Landlord is strictly liable under any such law, regulation, ordinance, or requirement, Tenant's obligation to Landlord under this indemnity shall also be without regard to fault on the part of Tenant with respect to the violation or condition that results in liability to Landlord.
Appears in 1 contract
Indemnification of Landlord. Tenant shall indemnifydefend, protect and defend Landlord, Landlord’s property manager and their respective agents, contractors and employees (collectively, the Indemnified Parties ) indemnify and save them and hold Landlord harmless from and against and reimburse Landlord for, any and all loss (including loss of Rents payable by Tenant or by other tenants)liabilities, and against all claimsobligations, losses, damages, injunctions, suits, actions, damagesfines, liabilitypenalties, claims, demands, costs and expenses of every kind or nature, including reasonable attorneys' fees and court costs, fees and expenses incurred by Landlord, arising directly or indirectly from or out of:
(includinga) any failure by Tenant to perform any of the terms, without limitationprovisions, attorneys and consultants feescovenants or conditions of this Lease on Tenant's part to be performed; (b) in connection with loss of lifeany accident, bodily and personal injury, injury or damage to property which shall happen at, in or upon the Leased Property, occurring during the term of this Lease or any extension hereof; (real c) any matter or personal) arising from thing growing out of the condition, occupation, maintenance, alteration, repair, use or operation by any occurrence inperson of the Leased Property, upon, or at the Premises or any part thereof, or the operation of the business contemplated by this Lease to be conducted thereon, thereat, therein, or therefrom; (d) any failure of Tenant to comply with any laws, ordinances, requirements, orders, directions, rules or regulations of any governmental authority, including, without limitation, the Accessibility Laws; (e) any contamination of the Leased Property, or the groundwaters thereof, occurring after Tenant takes possession of the Leased Property and before the end of the term of this Lease and its extensions, and occasioned wholly by the use, transportation, storage, spillage or in part discharge thereon, therein or therefrom of any toxic or hazardous chemicals, compounds, materials or substances, whether by Tenant or by any agent or invitee of Tenant; (f) any discharge of toxic or hazardous sewage or waste materials from the Leased Property into any septic facility or sanitary sewer system serving the Leased Property occurring after Tenant takes possession of the Leased Property and before the end of the term of this Lease and its extensions, whether by Tenant or by any agent of Tenant; or (g) any other act or omission of Tenant, its employees, agents, invitees, customers, licensees or contractors, employees, servants, licensees, concessionaires, or invitees or by anyone permitted to be on the Premises by . Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its 's indemnity obligations under this Lease. In Article and elsewhere in this Lease arising prior to the event that Landlord shalltermination, without fault on its part, be made a party to any litigation commenced by expiration or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigation. The obligations assignment of this Section 19.05 Lease shall survive the any such termination, expiration or earlier termination assignment (except to the extent that any such obligations arise out of the Leaseacts occurring following any such termination, expiration or assignment hereof.
Appears in 1 contract
Samples: Ground Lease Agreement (CNL Retirement Properties Inc)
Indemnification of Landlord. Tenant To the extent not prohibited by applicable law, Tenant, at its sole cost and expense, shall indemnifydefend, protect indemnify and defend save harmless Landlord, Landlord’s property manager and their respective its members, officers, employees, agents, contractors successors and employees assigns (collectively, the “Indemnified Parties Parties”) against and save them harmless from and against any and all loss liability and expenses arising from (including loss of Rents payable by Tenant or by other tenants), a) any and against all claims, actionscauses of action, damages, liability, costs, fees and expenses suits by or on behalf of any Person arising out of (including, without limitation, attorneys and consultants feesi) in connection with loss occupancy of life, bodily and personal injury, or damage to property (real or personal) arising from any occurrence in, upon, or at the Premises or any part thereof, or occasioned wholly or in part by any act or omission of Tenant, its agents, contractors, employees, servants, licensees, concessionaires, or invitees or by anyone permitted to be on the Premises by Tenant. , the conduct of any operations of Tenant assumes all risks of and Landlord shall not be liable for injury to person on the Premises or damage to Tenant’s property (real or personal) elsewhere on the Airport, or the property exercise by Tenant of its rights under this Lease, or (ii) the acquisition, installation, construction, reconstruction, improvement, equipping, furnishing, use, occupancy, conduct of any work or anything whatsoever done or omitted to be done in or about the Premises by or on behalf of Tenant’s agents, servants, or employees resulting from (iii) the condition of the Premises, Premises during the Term; or from the bursting (iv) any breach or leaking default by Tenant of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations under this Lease. In , or (v) any act, omission or negligence of Tenant or any of its agents, contractors, servants, employees, invitees or licensees, or (vi) the event that Landlord shallfailure of Tenant or Tenant’s contractors, without fault on its partlicensees, be made a party agents, servants or employees to comply with any rule, order, regulation or lawful direction now or hereafter in force of any governmental agency or public authority, in each case to the extent the same are related, directly or indirectly, to the Premises or Tenant’s use thereof; or (vii) directly or indirectly, from any accident, injury or damage, however caused, to any litigation commenced by Person or against property on or about the Premises, or (viii) any accident, injury or damage to any Person or property occurring outside of the Premises but at the Airport, where such accident, injury or damage results, or is claimed to have resulted from, any act, omission or negligence on the part of Tenant, Tenant shall protect or Tenant’s contractors, licensees, agents, servants or employees, invitees or customers, or anyone claiming by, through or under Tenant; or (ix) any act, omission or negligence of Tenant, or Tenant’s contractors, licensees, agents, servants, invitees or employees; (b) any and hold the Indemnified Parties harmless and shall pay all losses, costs, expensesreasonable counsel fees, and reasonable attorney investigation costs, adjusting fees or any other expenses or liabilities incurred or paid by the Indemnified Parties in connection with any such litigation. The obligations claim or any action or proceeding brought thereon (including without limitation costs and fees of any experts in connection therewith); and (c) any Costs of Collection (as hereinafter defined); provided, however, that Tenant shall not be required to indemnify any Indemnified Party otherwise to be indemnified under this Section 19.05 shall survive 7.4 for any liabilities or expenses incurred by such Indemnified Party to the expiration extent such liabilities or earlier termination expenses are caused by or resulting from the negligence or willful misconduct of the Leasean Indemnified Party.
Appears in 1 contract
Samples: General Aviation Facility Lease
Indemnification of Landlord. Tenant Landlord shall indemnify, protect and defend Landlord, Landlord’s property manager and their respective agents, contractors not at any time be liable for any injury or death to persons including (but not limited to) customers and employees (collectivelyof Tenant, the Indemnified Parties ) and save them harmless from and against any and all loss (including loss of Rents payable by Tenant or by other tenants)loss, and against all claims, actions, damages, liability, costs, fees and expenses (including, without limitation, attorneys and consultants fees) in connection with loss of life, bodily and personal injury, destruction or damage to property (real or personal) arising from any occurrence incaused by water, uponrain, or at the Premises or any part thereofsnow, or occasioned wholly or in part by any act or omission of Tenantfrost, its agentsfire, contractorsstorm, employeesand accidents, servants, licensees, concessionaires, or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment occurring in, on, or about the Leased Premises, whether such shall be caused by or arise out of any act, omission, or negligence of Tenant or of any occupant, subtenant, visitor or user of any portion of the Leased Premises unless such injury or death is caused by the gross negligence or intentional misconduct of Landlord or its employees or agents. Landlord shall not be liable for any breakage, stoppage or leakage of water, gas, heating, sewer pipes or plumbing, on, about, or adjacent to said Premises, unless such damage is caused by the gross negligence or intentional misconduct of Landlord or its employees or agents. Tenant shall, and does hereby, indemnify, protect, defend and hold harmless Landlord, Landlord’s members, managers, agents and employees against and from any and all claims, damages, liabilities, obligations, losses, causes of action, costs and expenses (including, but not limited to, attorneys’ fees and court costs) suffered or incurred by any or all of the indemnified parties and arising from or as a result of, (a) Tenant’s use or occupancy of the Leased Premises, or from water, rainthe conduct of its business, or snow which may leak intofrom any activity, issue fromwork, or flow other things done, permitted or suffered by the Tenant in or about the Premises; (b) any breach or default in the performance of any obligation on Tenant’s part to be performed under the terms of this Lease; or (c) any act or negligence of Tenant, or any officer, agent, employee, contractor, guest, or invitee of Tenant, and in case any action or proceeding be brought against any or all of the indemnified parties by reason of (a), (b) or (c) above, then Tenant, upon notice from any an indemnified party, shall defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord. Tenant, as a material part of the roof consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises and the Building, from any cause other than Landlord’s or its employees’ or agents’ gross negligence or intentional misconduct, and Tenant hereby waives all other claims in respect thereof against Landlord. Tenant shall give prompt notice to Landlord in case of casualty or accidents in or about the Premises or the Building. Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations under this Lease. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigation. The obligations of this Section 19.05 shall survive the expiration or earlier termination of the Lease.
Appears in 1 contract
Samples: Lease Agreement (Cpi Corp)
Indemnification of Landlord. To the fullest extent permitted by the laws of the State of Alabama, neither Landlord nor Agent shall be liable for any death, injury, damage or loss to person or property whatsoever, including any caused by burglary, assault, vandalism, theft or any other crimes: negligence of Tenant shall indemnifyor others; wind, protect rain, flood, hail, ice, snow, lightening, fire, smoke, explosions, natural disaster or other acts of God; any defects in the heating, gas, electricity, water, or sewer systems serving the Complex; any interruption of heat, electricity, water, sewer, telephone, cable TV, internet or any other utility services serving the Premises or the Complex; the malfunction of machinery or appliances serving the Premises or the Complex; or any other cause which is not the direct result of the fault of Landlord or its Agent; and, to the fullest extent permitted by Prevailing Law, Tenant hereby expressly releases, waives, discharges and defend agrees not be sue Landlord, Landlord’s property manager Agent and their respective officers, directors, shareholders, members, managers, agents, contractors employees, representatives, affiliates, nominees, designees, successors and employees assigns (collectivelycollectively the “Releasees”) for any and all claims for such death, injury, damage or loss. In addition, to the Indemnified Parties ) fullest extent permitted by law, Xxxxxx agrees to indemnify, defend and save them hold harmless the Releasees for, from and against any and all loss liabilities, claims, suits, demands, losses, damages, fines, penalties, fees, costs or expenses (including loss reasonable attorney’s fees, costs and expenses) asserted by any person (including Xxxxxx, Xxxxxx’s guests and invitees, and their respective family members, personal representatives, heirs, agents and assigns) against the Releasees and arising directly or indirectly out of Rents payable (i) any accident, injury or damage occurring in and around the Premises or in or about the Complex, resulting from any reason whatsoever (other than the acts of Landlord or its Agent); (ii) any activities of Tenant or Tenant’s guests or invitees in and around the Premises or in or about the Community; or (iii) Tenant’s failure to perform any covenant that Tenant is required to perform under this Lease. Furthermore, Tenant expressly acknowledges and agrees that the Complex contains various common areas, such as a clubhouse, swimming pool, tennis courts, fitness and tanning facilities, and other amenities made available by Landlord (the “Amenities”). To the fullest extent permitted by law, for himself or herself and any family members, personal representatives, heirs, agents and assigns, hereby acknowledges, represents, covenants and agree that: (a) the use of the Amenities by Tenant or by other tenants)shall be at Tenant’s own risk, and against (b) Tenant assumes full responsibility for and risk of bodily injury, death or property damage or loss due to or arising out of, or related to, the Tenant’s use of the Amenities. Tenant also hereby releases, waives, discharges and agrees not to sue the Releasees for any and all present and future liability to the Tenant and/or the Tenant’s family members, personal representatives, heirs, agent and assigns, for any and all injury, loss, liability, damages or costs, and any and all claims, actionssuits, damagescauses or action or demands therefor, liabilityknown and unknown, costs, fees and expenses (including, without limitation, attorneys and consultants fees) in connection with loss on account of life, bodily and personal injury, or damage to property (real or personal) arising from any occurrence in, upon, or at the Premises or any part thereof, or occasioned wholly or in part by any act or omission of Tenant, its agents, contractors, employees, servants, licensees, concessionaires, or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) resulting in the death or the property of Tenant’s agents, servants, or employees resulting from the condition disability of the PremisesTenant, during or arising out of or related to Xxxxxx’s use of the Amenities and Tenant hereby agrees to indemnify, defend and hold harmless each of the Releasees for, from the bursting or leaking of and against any and all pipesinjury, utility linesloss, connectionsliability, damage or air conditioningcost Tenant may incur during, ventilatingarising out of or related to the Tenant’s use of the Amenities. The indemnification obligations of Tenant to Landlord under this Section shall not depend upon the existence of fault or negligence but shall apply whether or not Tenant, Tenant’s guests or heating equipment ininvitees or any other person be at fault and shall include all legal liabilities arising without fault. Notwithstanding the foregoing, on, this section does not exculpate or about limit the Premises, liability or from water, rain, cost of the Landlord or snow which may leak into, issue from, or flow Agent from any part of the roof or the Building. Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations liability arising under this Lease. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigation. The obligations of this Section 19.05 shall survive the expiration or earlier termination of the Leaselaw.
Appears in 1 contract
Samples: Rental Agreement
Indemnification of Landlord. Subject to the limitations set forth in Section 18.1 above, Tenant shall indemnifydefend, protect and defend Landlord, Landlord’s property manager and their respective agents, contractors and employees (collectively, the Indemnified Parties ) indemnify and save them and hold Landlord harmless from and against any and all loss (including loss of Rents payable by Tenant or by other tenants)liabilities, and against all claimsobligations, losses, damages, injunctions, suits, actions, damagesfines, liabilitypenalties, claims, demands, costs and expenses of every kind or nature (except as may arise through the negligence or misconduct of Landlord, its successors and assigns, and their respective directors, officers, employees and agents) , including reasonable attorneys’ fees and court costs, fees and expenses incurred by Landlord, arising directly or indirectly from or out of: (includingi) any failure by Tenant to perform any of the terms, without limitationprovisions, attorneys and consultants feescovenants or conditions of this Lease on Tenant’s part to be performed; (ii) in connection with loss of lifeany accident, bodily and personal injury, injury or damage to property which shall happen at, in or upon the Premises, however occurring; (real iii) any matter or personal) arising from thing growing out of the condition, occupation, maintenance, alteration, repair, use or operation by any occurrence inperson of the Premises, upon, or at the Premises or any part thereof, or occasioned wholly the operation of the business contemplated by this Lease to be conducted thereon, thereat, therein, or in part by therefrom; (iv) any failure of Tenant to comply with any laws, ordinances, requirements, orders, directions, rules or regulations of any governmental authority, including, without limitation, the Accessibility Laws; or (v) any other act or omission of Tenant, its employees, agents, invitees, customers, licensees or contractors, employees, servants, licensees, concessionaires, or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its indemnity obligations under this Lease. In the event that Landlord shall, without fault on its part, be made a party Article and elsewhere in this Lease arising prior to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigation. The obligations of this Section 19.05 shall survive the expiration or earlier termination of this Lease shall survive any such expiration or termination, subject to the Leaselimitations in Section 4.7(b) and subject to Tenant’s release from continuing liability under Article XIV hereof (after an assignment to an assignee that meets the net worth requirements set forth in the first paragraph of Article XIV hereof).
Appears in 1 contract
Indemnification of Landlord. In addition to any other indemnification obligations in this Lease, Tenant shall indemnifydefend, protect and defend Landlord, Landlord’s property manager and their respective agents, contractors and employees (collectively, the Indemnified Parties ) indemnify and save them and hold Landlord harmless from and against any and all loss liabilities, obligations, losses, damages, injunctions, suits, actions, fines, penalties, claims, demands, costs and expenses of every kind or nature, including reasonable attorneys’ fees and expenses and court costs and actual or consequential damages, incurred by, imposed upon or asserted against Landlord, its officers, trustees, employees, shareholder, agents or Affiliates, arising directly or indirectly from or out of: (including loss of Rents payable a) any breach, violation or nonperformance by Tenant or by other tenants)any person claiming under Tenant, and against all claimsor the employees, actionsagents, damagescontractors, liabilityinvitees or visitors of Tenant of any of the terms, costsprovisions, fees and expenses representations, warranties, covenants or conditions of this Lease on Tenant’s part to be performed or any law, ordinance or governmental requirement of any kind; (includingb) any use, without limitationcondition, attorneys and consultants feesoperation or occupancy of the Premises during the Term hereof; (c) in connection with loss any acts, omissions or negligence of lifeTenant, bodily and personal in, on, or about the Premises during the Term hereof; (d) any accident, injury, death or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors or any other person which shall happen at, in or upon the Premises, however occurring during the Term hereof; (real e) any matter or personal) arising from thing growing out of the condition, occupation, maintenance, alteration, repair, use or operation by any occurrence inperson of the Premises, upon, or at the Premises or any part thereof, or the operation of the business contemplated by this Lease to be conducted thereon, thereat, therein, or therefrom which occurs during the Term hereof; (f) any failure of Tenant to comply with any laws, ordinances, requirements, orders, directions, rules or regulations of any governmental authority, including, without limitation, the Accessibility Laws; (g) any contamination of the Premises, or the ground waters thereof, arising on or after the date Tenant takes possession of the Premises and occasioned wholly by the use, transportation, storage, spillage or in part by discharge thereon, therein or therefrom of any toxic or hazardous chemicals, compounds, materials or substances or any violation of the covenants of Paragraph 18 above; (h) any discharge of toxic or hazardous sewage or waste materials from the Premises into any septic facility or sanitary sewer system serving the Premises arising on or after the date Tenant takes possession of the Premises; (i) any brokers or agents fees and commissions incurred during or with respect to the Term hereof; or (j) any other act or omission of Tenant, its employees, agents, contractorsinvitees, employeescustomers, servants, licensees, concessionaires, licensees or invitees or by anyone permitted to be on contractors which occurs during the Premises by TenantTerm hereof. Tenant assumes all risks of and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its indemnity obligations under this Lease. In Paragraph 23 and elsewhere in this Lease accruing or arising prior to the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by termination or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigation. The obligations assignment of this Section 19.05 Lease shall survive the expiration any such termination or earlier termination of the Leaseassignment.
Appears in 1 contract
Indemnification of Landlord. Tenant shall indemnify, protect and defend Landlord, Landlord’s property manager and their respective agents, contractors and employees (collectively, the Indemnified Parties ) and save them harmless from and against SECTION 15.01. In addition to any and all loss (including loss other obligations of Rents payable by Tenant or by other tenants)to indemnify and save Landlord harmless as set forth in this Lease, Tenant will indemnify and save harmless Landlord against and from all claimsliabilities, actionsobligations, damages, liabilitypenalties, claims, costs, fees charges and expenses (expenses, including, without limitation, attorneys any and consultants all architects' and attorneys' fees, which may be imposed upon or incurred by or asserted against Landlord by reason of any of the following occurring during the Term of this Lease:
(A) in connection with loss of life, bodily and personal injury, Any work or damage to property (real or personal) arising from any occurrence thing done in, uponon or about the Demised Premises, or at the Premises or any part thereof, by or occasioned wholly or in at the direction of Tenant; or
(B) Any negligence on the part by any act or omission of Tenant, or any of its agents, contractors, servants, employees, licensees or invitees; or
(C) Any injuries to persons or property occurring on or about the Demised Premises, except if caused by the gross negligence of the Landlord, its employees, agents or invitees; or
(D) Any failure on the part of Tenant to perform or comply with any of the covenants, agreements, terms or conditions contained in this Lease on its part to be performed or complied with.
SECTION 15.02. In addition to any and all other obligations of Landlord to indemnify and save Tenant harmless as set forth in this Lease, Landlord will indemnify and save harmless Tenant against and from all liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including, without limitation, any and all architects' and attorneys' fees, which may be imposed upon or incurred by or asserted against Tenant by reason of any of the following occurring during the Term of this Lease:
(A) Any work or thing done in, on or about the Common Areas, or any part thereof, by or at the direction of Landlord; or
(B) Any negligence on the part of Landlord, or any of its agents, contractors, servants, licenseesemployees, concessionaireslicensees or invitees; or
(C) Any injuries to persons or property occurring on or about the Common Areas; or (D) Any failure on the part of Landlord to perform or comply with any of the covenants, agreements, terms or invitees or by anyone permitted conditions contained in this Lease on its part to be on the Premises by Tenantperformed or complied with.
SECTION 15.03. Tenant assumes all risks The provisions of this Article XV, and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. other provisions in this Lease requiring Tenant agrees, at all times, to indemnify and hold save Landlord harmless, shall survive the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason termination of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations under this Lease. In the event that Tenant further covenants and agrees to pay, and to indemnify Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all reasonable costs, expensesexpenses and charges, and reasonable attorney fees including, but not limited to, attorneys' fees, incurred in obtaining possession of the Demised Premises after default by Tenant or paid by the Indemnified Parties in connection with such litigation. The obligations of this Section 19.05 shall survive upon the expiration or earlier rightful termination of the LeaseTerm or in successfully enforcing any covenant of Tenant herein contained.
Appears in 1 contract
Samples: Lease (Yardville National Bancorp)
Indemnification of Landlord. Section 14.01 Tenant shall indemnify, protect and defend Landlord, Landlord’s property manager and their respective agents, contractors and employees (collectively, the Indemnified Parties ) will indemnify and save them harmless Landlord ------------- against and from and against any and all loss (including loss of Rents payable by Tenant or by other tenants)liabilities, and against all claims, actionsobligations, damages, liabilitypenalties, claims, costs, fees charges and expenses expenses, including reasonable architects' and attorneys' fees, which may be imposed upon or incurred by or asserted against Landlord by reason of any of the following during the term of this Lease:
(including, without limitation, attorneys and consultants feesa) in connection with loss of life, bodily and personal injury, any work or damage to property (real or personal) arising from any occurrence thing done in, uponon or about the Property or any part thereof by or on behalf of Tenant;
(b) any use, non-use, possession, occupation, condition, operation, maintenance or at management of (i) the Demised Premises or any part thereof, or occasioned wholly (ii) any other portion of the Property or in part any street, alley, sidewalk, curb, vault, passageway or space adjacent thereto by any act or omission on behalf of Tenant, ;
(c) any negligence on the part of Tenant or any of its agents, contractors, servants, employees, servantssubtenants, licensees, concessionairesfranchisees or invitees;
(d) any accident, or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury to person or damage to Tenant’s any person or property (real or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment occurring in, on, on or about the Premises, Demised Premises or from water, rain, or snow which may leak into, issue from, or flow from any part thereof or any street, alley, sidewalk, curb, vault, passageway or space adjacent thereto, except where arising out of the roof gross negligence or willful misconduct of Tenant, Creative Retailers, Inc. or either of their employees, agents or contractors;
(e) any failure by Tenant to perform or comply with any of the Building. Tenant agreescovenants, at all timesagreements, terms or conditions contained in this Lease on its part to indemnify and hold be performed or complied with; or
(f) any tax attributable to the Indemnified Parties harmless against all actionsexecution, claims, demands, costs, damages, delivery or expenses recording of this Lease or any kind which may be modification hereof. In case any action or proceeding is brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur Landlord by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations under this Lease. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenantsuch claim, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred upon written notice from Landlord will at Tenant's expense resist or paid defend such action or proceeding by the Indemnified Parties in connection with such litigation. The obligations of this Section 19.05 shall survive the expiration or earlier termination of the Leasecounsel approved by Landlord.
Appears in 1 contract
Samples: Lease (Norton McNaughton Inc)
Indemnification of Landlord. Except for Landlord's negligence, Tenant shall indemnify, protect will indemnify and defend Landlordand hold harmless Landlord and its beneficiaries, Landlord’s property manager and their respective agents, contractors representatives, and employees (collectively, the Indemnified Parties ) and save them harmless from and against any and all loss (including loss of Rents payable by Tenant or by other tenants), and against all claims, actions, damages, liabilityliability and expense with respect to injury to persons, costs, fees and expenses (including, without limitation, attorneys and consultants fees) in connection with including loss of life, bodily life and personal injury, or damage to property (real or personal) including the loss of use thereof arising from or out of any occurrence in, upon, or at the Premises or the Building, or the occupancy or use by Tenant of the Premises or any part thereof, or the Building or any part thereof, occasioned wholly or in part by any act or omission of Tenant, its their agents, contractors, employees, invitees and servants, licenseesprovided, concessionaireshowever, that same shall not have been caused by or resulted from Landlord's acts, agents and employees, or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations under this Leasenegligence. In the event that Landlord shall, without fault on its part, be is made a party to any litigation commenced by or against Tenant, then Tenant shall protect indemnify, defend and hold the Indemnified Parties Landlord or their agents, successors, representatives, and employees harmless therefrom and shall pay all costs, expenses, expenses and reasonable attorney attorney's fees incurred or paid by the Indemnified Parties them or any of them in connection with such litigation, other than same resulting from Landlord's acts or negligence, or the acts or negligence of Landlord's employees, agents, contractors, invitees and servants. The obligations Except for Tenant's negligence, Landlord will indemnify and defend and hold harmless Tenant and its beneficiaries, agents, representatives, and employees from and against any and all claims, actions, damages, liability and expense with respect to injury to persons, including loss of this Section 19.05 shall survive life and damage to property including the expiration loss of use thereof arising from or earlier termination out of any occurrence in, upon, or at the Premises or the Building, or the occupancy or use by Landlord of the LeasePremises or any part thereof, or the Building or any part thereof, occasioned wholly or in part by any act or omission of Landlord, their agents, contractors, employees, invitees and servants, provided, however, that same shall not have been caused by or resulted from Tenant's acts, agents and employees, or negligence. In the event Tenant is made party to any litigation commenced by or against Landlord, then Landlord shall indemnify, defend and hold Tenant or their agents, successors, representatives, and employees harmless therefrom and shall pay all costs, expenses and reasonable attorney's fees incurred or paid by them or any of them in connection with such litigation, other than same resulting from Tenant's acts or negligence, or the acts or negligence of Tenant's employees, agents, contractors, invitees and servants.
Appears in 1 contract
Indemnification of Landlord. In addition to any other indemnities to Landlord specifically provided in this Lease, Tenant shall indemnifyindemnify and save harmless Landlord and any holder of a Mortgage (and any of their principals, protect and defend Landlordpartners, Landlord’s property manager and their respective agentsofficers, contractors and employees directors, shareholders, employees, agents or servants) (collectively, the Indemnified Parties "INDEMNITEES") against and save them harmless from and against any and all loss (including loss of Rents payable by Tenant or by other tenants)liabilities, and against all claimssuits, actionsobligations, fines, damages, liabilitypenalties, claims, costs, fees charges and expenses, including reasonable architects' and attorney's fees, which may be imposed upon or incurred by or asserted against any of the Indemnitiees by reason of any of the following occurring during the term of this Lease:
(a) any work or thing done in, on or about the Premises or any part thereof, including, without limitation, the demolition of any existing Improvements and/or the construction of any Improvements or any Capital Improvement thereto;
(b) any use, non-use, possession, occupation, alteration, repair, condition, operation, maintenance or management of the Premises or any part thereof or of any street, alley, sidewalk, curb, vault, passageway or space adjacent thereto;
(c) any negligence or tortious acts on the part of Tenant or any subtenant or any of its or their agents, contractors, servants, employees, licensees or invitees;
(d) 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, vault, passageway or space adjacent thereto;
(e) any failure on the part of Tenant to keep, observe, perform or comply with any of the covenants, agreements, terms or conditions contained in this Lease or any easements, sublease, license or concession agreements or other contracts and agreements affecting the Premises on its part to be kept, observed, performed or complied with;
(f) any liability which may be asserted against Landlord relating to the use or occupancy of the Premises or parts thereof;
(g) any liability which may be asserted against Landlord or any lien or claim which may be alleged to have arisen against or on or about the Premises under the laws of the State in which the Premises are located or of any other Governmental Authority arising out of or in connection with, directly or indirectly, this Lease, the leasehold estate created hereby, the possession of the Premises by Tenant hereunder or any action taken or failed to be taken by Tenant, including, without limitation, the use, maintenance, development, construction, repair and/or restoration of the Premises; or
(h) any contest permitted pursuant to the provisions of Articles 4 and 14 hereof. The provisions of this Article and all other indemnity provisions elsewhere contained in this Lease shall survive the expiration or earlier termination of this Lease. All indemnity provisions provided for in this Lease shall be deemed to include, even if not so expressly stated, costs and expenses (including, without limitation, attorneys reasonable architects' fees and consultants reasonable attorneys' fees) incurred by Landlord in connection with loss of lifethe liability, bodily and personal injurydamage, claim or damage charge to property (real or personal) arising from any occurrence in, upon, or at the Premises or any part thereof, or occasioned wholly or in part by any act or omission of Tenant, its agents, contractors, employees, servants, licensees, concessionaires, or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations under this Lease. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigationindemnity applies. The obligations of Tenant under this Section 19.05 Article 19 shall survive not in any way be affected by the expiration absence or earlier termination presence in any case of covering insurance or by the Leasefailure or refusal of any insurance carrier to perform any obligation on its part under insurance policies affecting the Premises.
Appears in 1 contract
Samples: Lease Agreement (Empire Resorts Inc)
Indemnification of Landlord. In addition to the indemnification of Landlord set forth elsewhere herein, as of the Effective Date, during the Term and at all times thereafter, Tenant shall indemnify, protect and defend hereby does indemnify and save Landlord, Landlord’s property manager its Affiliates and their respective directors, officers, managers, members, agents, contractors representatives, employees, successors and employees assigns (collectively, the Indemnified Parties ) and save them “Landlord Parties”), harmless from and against any and all loss (including loss of Rents payable by Tenant or by other tenants)in respect of, and against shall reimburse the Landlord Parties for, all claimsliabilities, actionsobligations, damages, liabilityfines, costs, fees and expenses (including, without limitation, attorneys and consultants fees) in connection with loss of life, bodily and personal injury, or damage to property (real or personal) arising from any occurrence in, upon, or at the Premises or any part thereof, or occasioned wholly or in part by any act or omission of Tenant, its agents, contractors, employees, servants, licensees, concessionaires, or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actionspenalties, claims, demands, costs, damagescharges, judgments, liens and expenses, whether founded in tort or expenses or any kind which in contract, including, without limitation, reasonable attorneys’ fees and costs, that may be brought against imposed upon or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations under this Lease. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by or asserted against any Landlord Party or Landlord’s interest in the Indemnified Parties Premises during the Term by reason of or in connection with such litigation. The obligations of this Section 19.05 shall survive the expiration or earlier termination any of the Leasefollowing (each, a “Landlord Indemnity Claim”):
(a) other than repairs and maintenance undertaken by or on behalf of Landlord, any work performed by or material furnished to or for the account of Tenant and anything done in, on or about the Premises or any part thereof in connection therewith;
(b) the use, non-use, possession, occupation, condition, operation, maintenance or management of the Premises, or any part thereof;
(c) any negligent or tortious act on the part of Tenant or any of its Tenant’s Employees, agents, employees, servants, contractors, licensees, customers or business invitees;
(d) any accident, injury, death or damage to any person or property occurring in, on or about the Premises, or any part thereof, except any accident, injury, death or damage to any Person or property caused by the grossly negligent or intentional acts of any Landlord Party;
(e) any failure on the part of Tenant to perform or comply with any of the agreements, obligations, covenants, conditions or limitations contained in this Lease on its part to be performed or complied with;
(f) use, occupancy or activity of Tenant or out of any work performed, material furnished, lien or obligation incurred by Tenant in, upon or otherwise in connection with the Premises;
(g) any Gaming Employee Liabilities; or
(h) any and all Liabilities arising with respect to any of Tenant’s Employees. Tenant’s indemnification obligations under this Lease shall be unconditionally guaranteed by Golden Route Operations LLC, a Nevada limited liability company. As evidence of the foregoing, Tenant hereby agrees to cause Golden Route Operations LLC deliver to Landlord a guarantee, in form and substance reasonably satisfactory to Landlord, prior to the Commencement Date.
Appears in 1 contract
Indemnification of Landlord. Tenant shall indemnifydefend, protect indemnify and defend Landlordsave and hold Landlord (together with its successor, Landlord’s property manager and their respective Affiliates, assigns, employees, agents, contractors invitees, licensees, and employees (collectively, the Indemnified Parties contractors) and save them harmless from and against any and all loss (including loss of Rents payable by Tenant or by other tenants)liabilities, and against all claimsobligations, losses, damages, injunctions, suits, actions, damagesfines, liabilitypenalties, claims, demands, costs and expenses of every kind or nature (except as may arise through the gross negligence, willful misconduct or material misrepresentation of Landlord or any of its successor, Affiliates, assigns, employees, agents, invitees, licensees, and contractors), including reasonable attorneys’ fees and court costs, fees and expenses incurred by Landlord, arising directly or indirectly from or out of: (includingi) any accident, without limitation, attorneys and consultants fees) in connection with loss of life, bodily and personal injury, injury or damage to property which shall happen at, in or upon the Premises, however occurring; (real ii) any matter or personal) arising from thing growing out of the condition, occupation, maintenance, alteration, repair, use or operation by any occurrence inPerson of the Premises, upon, or at the Premises or any part thereof, or occasioned wholly the operation of the business contemplated by this Lease to be conducted thereon, thereat, therein, or in part by therefrom; (iii) any failure of Tenant to comply with any laws, ordinances, requirements, orders, directions, rules or regulations of any governmental authority, including, without limitation, the Accessibility Laws; (iv) any discharge of Hazardous Materials, sewage or waste materials from the Premises occurring prior to the Effective Date or during the Term; or (v) any other act or omission of Tenant, its employees, agents, contractors, employees, servantsinvitees, licensees, concessionaires, contractors or invitees or by anyone permitted to be on the Premises by Tenantcustomers. Tenant assumes all risks of and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition of the Premises, or from the bursting or leaking of any and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its indemnity obligations under this Lease. In the event that Landlord shall, without fault on its part, be made a party Article XVII and elsewhere in this Lease arising prior to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigation. The obligations of this Section 19.05 shall survive the expiration or earlier termination of the this Lease shall survive any such expiration or termination of this Lease.
Appears in 1 contract
Indemnification of Landlord. In addition to any other indemnities to Landlord specifically provided in this Lease, Tenant shall indemnify, protect and defend Landlord, Landlord’s property manager and their respective agents, contractors and employees (collectively, the Indemnified Parties ) indemnify and save them harmless Landlord against and from and against any and all loss (including loss of Rents payable by Tenant or by other tenants)liabilities, and against all claimssuits, actionsobligations, fines, damages, liabilitypenalties, claims, costs, fees charges and expenses expenses, including reasonable attorneys fees, which may be imposed upon or incurred by or asserted against Landlord, its agents or employees by reason of any of the following occurring during the term of this Lease:
(including, without limitation, attorneys and consultants feesa) in connection with loss of life, bodily and personal injury, any work or damage to property (real or personal) arising from any occurrence thing done in, upon, on or at about the Demised Premises or any part thereof;
(b) any use, non-use, possession, occupation, alteration, repair, condition, operation, maintenance or management of the Demised Premises, or occasioned wholly any part thereof or in of any street, alley, sidewalk, curb, vault, passageway or space adjacent thereto;
(c) any negligence on the part by of Tenant or any act subtenant or omission any of Tenant, its or their agents, contractors, employees, servants, employees or licensees;
(d) any accident, concessionaires, or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury to person (including death) or damage to Tenant’s any person or property occurring in, on or about the Demised Premises or any part thereof or in, on or about any street, alley, sidewalk, curb, vault, passageway or space adjacent thereto;
(real e) any failure on the part of Tenant to perform or personal) or the property of Tenant’s agents, servants, or employees resulting from the condition comply with any of the Premisescovenants, agreements, terms or from conditions contained in this Lease or any easements, sublease, license or concession agreement on its part to be performed or complied with;
(f) any liability which may be asserted against Landlord relating to (i) the bursting use of the Demised Premises or leaking of (ii) a default or breach under the Contract but only to the extent that Tenant has "Contract Obligations" (as defined in section 28.3) thereunder pursuant to Section 28.3 hereof; and
(g) any and all pipesliabilities, utility linesclaims and causes of action arising under the terms and conditions of every sublease, connections, license or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from concession agreement. The indemnities in favor of Landlord contained in this Section and any part of the roof or the Building. Tenant agrees, at all times, other indemnity specifically provided to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of the Premises or Tenant’s negligent performance or failure to perform any of its obligations Landlord under this Lease. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigation. The obligations of this Section 19.05 Lease shall survive the expiration or earlier termination of the this Lease.
Appears in 1 contract
Samples: Ground Lease (Ecoscience Corp/De)
Indemnification of Landlord. A. Tenant shall indemnify, protect and defend Landlord, Landlord’s property manager and their respective agents, contractors and employees (collectively, the Indemnified Parties ) indemnify and save them Landlord and all of its directors, officers, employees, shareholders, agents or other persons liable by, through or under Landlord harmless from and against any and all loss (including loss of Rents payable by Tenant or by other tenants)liabilities, and against all claimssuits, actionsobligations, fines, damages, liabilitypenalties, claims, costs, fees charges and expenses (expenses, including property damage, personal injury and wrongful death and further including, without limitation, attorneys architects' and consultants feesattorneys' fees and disbursements, which may be imposed upon or incurred by or asserted against Landlord or any such indemnified Person by reason of any of the following occurring during the Lease Term or at any time when Tenant or any Subtenant is in possession of the Premises or any portion thereof, unless caused by any breach by Landlord of its obligations under this Lease or by the negligent actions or willful misconduct of Landlord, its agents, servants, contractors or employees: 27
(1) in connection with loss construction of life, bodily and personal injury, the Buildings or damage to property (real Landscaping or personal) arising from any occurrence other work or thing done in, upon, on or at about the Premises or any part thereof, by Tenant or occasioned wholly its agents or any contractor employed by it or any work performed by or for Landlord pursuant to Article 7 hereof and any other work or construction required under this Lease, including activities related to the bid process therefor;
(2) any use, non-use, possession, occupation, alteration, repair, condition, operation, maintenance or management of the Premises or any improvements thereon at any time or any nuisance made or suffered thereon or any failure by Tenant to keep the Premises or improvements or any part thereof in a safe condition;
(3) any acts or omissions of the Tenant or any Subtenant or any of its or their respective agents, contractors, servants, employees or licensees;
(4) any fire, accident, injury (including death) or damage to any person or property occurring in, on or about the Premises or improvements or any part by thereof;
(5) any act lien or omission claim which may be alleged to have arisen against or on the Premises or improvements or any part thereof or any of the assets of, or funds appropriated to, Landlord or any liability which may be asserted against Landlord with respect thereto to the extent arising, in each such case, out of the acts or omissions of Tenant, its agents, contractors, employees, servants, licensees, concessionaires, or invitees or by anyone permitted to be on the Premises by Tenant. Tenant assumes all risks of and Landlord shall not be liable for injury to person or damage to Tenant’s property (real or personal) or the property of Tenant’s agents, servants, guests, employees, licensees, invitees or employees resulting from Subtenants;
(6) any failure on the condition part of Tenant to keep, observe, comply with and perform any of the Premisesterms, covenants, agreements, provisions, conditions or from the bursting limitations contained in any Subleases or leaking of any other contracts and all pipes, utility lines, connections, or air conditioning, ventilating, or heating equipment in, on, or about the Premises, or from water, rain, or snow which may leak into, issue from, or flow from any part of the roof or the Building. Tenant agrees, at all times, to indemnify and hold the Indemnified Parties harmless against all actions, claims, demands, costs, damages, or expenses or any kind which may be brought against or made against the Indemnified Parties or which the Indemnified Parties may pay or incur by reason of Tenant’s occupancy of agreements affecting the Premises or improvements or any part thereof on Tenant’s negligent performance 's part to be kept, observed or failure performed; and
(7) any Imposition or tax, including any tax attributable to perform any the execution, delivery or recording of its obligations under this Lease or payment of Rent or other sums hereunder with respect to events occurring during the Term of this Lease, except for any tax imposed on the net income of Landlord or excluded from the definition of Impositions under Section
4.1. In the event that Landlord shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold the Indemnified Parties harmless and shall pay all costs, expenses, and reasonable attorney fees incurred or paid by the Indemnified Parties in connection with such litigationC above. The obligations provisions of this Section 19.05 indemnity shall survive the expiration or earlier termination of this Lease for any reason. However, the Leaseprovisions of this indemnity shall apply to Tenant only with respect to liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges and expenses, arising out of or relating to events occurring prior to the occurrence of a Permitted Assignment as defined in Section 17.1 and the receipt by Landlord of the Permitted Assignee's covenant of assumption as provided in Section 17.5; thereafter, the Permitted Assignee shall have the indemnity obligations for events occurring from and after its assumption of Tenant's obligations hereunder. 28
B. Tenant will hold all goods, materials, furniture, fixtures, equipment, machinery and other property whatsoever on the Premises and improvements at the sole risk of Tenant and save the Landlord harmless from any loss or damage thereto by any cause whatsoever, except to the extent caused by the grossly negligent actions or willful misconduct of Landlord, its agents, servants, contractors or employees.
C. The obligations of Tenant under this Section shall not in any way be affected by the absence in any case of covering insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part to be performed under insurance policies affecting the Premises.
D. If any claim, action or proceeding is made or brought against Landlord or its directors, officers, employees, shareholders, agents or other Persons claiming by, through or under Landlord by reason of any event for which Tenant is liable under this Article, then, upon demand by Landlord, Tenant, at its sole cost and expense, shall resist or defend such claim, action or proceeding in Landlord's name, if necessary, by such attorneys as Landlord shall reasonably approve, which may be the attorneys for Tenant's insurance carrier, if such claim, action or proceeding is covered by insurance. Landlord agrees that Tenant shall have the right to contest the validity of any and all claims and defend, settle and compromise any and all such claims of any kind or character or by whomsoever claimed, in the name of Landlord, as Tenant may deem necessary, provided that the expenses thereof shall be paid by Tenant, and further provided that Landlord shall be fully indemnified.
Appears in 1 contract
