Indemnification of Tenant. If the Operating Agreement is in effect, Landlord will defend, indemnify and hold Tenant harmless from and against any claims, losses, expenses, costs, suits, actions, proceedings, damages, demands or liabilities (including, without limitation, engineers' and attorneys' fees and expenses, and costs of litigation) that are asserted against or sustained or incurred by Tenant pursuant to Section 19.19.B of the Operating Agreement and arising under or in connection with (i) Landlord's breach hereunder, or (ii) the Tenant's performance or failure to perform any acts in good faith reliance on the written instruction of the Expert or Landlord to the extent that such claim exceeds the insurance proceeds (including Insurance Retentions) which are available to pay such claim; provided, however, that any such action or claim shall not have arisen by reason of any matter for which Tenant is responsible for providing indemnification to Landlord pursuant to Section 9.4 hereof.
Indemnification of Tenant. Landlord shall indemnify and hold harmless Tenant from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses imposed upon or incurred by or asserted against Tenant as a result of the gross negligence or willful misconduct of Landlord.
Indemnification of Tenant. (i) LANDLORD AGREES TO DEFEND, PAY, PROTECT, INDEMNIFY, SAVE AND HOLD HARMLESS TENANT, ANY TENANT LENDER, AND THEIR RESPECTIVE MEMBERS AND ITS AND THEIR RESPECTIVE MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS AND AGENTS ("TENANT INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, DAMAGES, PENALTIES, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS), CAUSES OF ACTION, SUITS, CLAIMS, DEMANDS OR JUDGMENTS OF ANY NATURE WHATSOEVER, HOWSOEVER CAUSED, ARISING OR ALLEGED TO ARISE FROM ANY BREACH OF THIS LEASE ON THE PART OF THE LANDLORD OR TENANT'S ENFORCEMENT OF THE PROVISIONS OF THIS LEASE, AND ANY INJURY TO OR DEATH OF ANY PERSON OR PERSONS OR ANY LOSS OF OR DAMAGE TO ANY PROPERTY, REAL OR PERSONAL, IN ANY MANNER ARISING FROM OR CONNECTED WITH LANDLORD'S BREACH OF THIS LEASE OR TENANT'S ENFORCEMENT OF THE PROVISIONS OF THIS LEASE OR OCCURRING ON THE PREMISES TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OR NEGLIGENCE OF LANDLORD OR ANY LANDLORD INDEMNITEE. IN CASE ANY ACTION OR PROCEEDING IS BROUGHT AGAINST TENANT OR TENANT'S INDEMNITEE BY REASON OF ANY SUCH CLAIM AGAINST WHICH LANDLORD HAS AGREED TO DEFEND, PAY, PROTECT, INDEMNIFY, SAVE AND HOLD HARMLESS PURSUANT TO THE PRECEDING SENTENCE, LANDLORD COVENANTS UPON NOTICE FROM TENANT OR TENANT'S INDEMNITEE TO RESIST SUCH ACTION OR PROCEEDING AND DEFEND TENANT AND TENANT'S INDEMNITEE IN SUCH ACTION OR PROCEEDING, WITH THE EXPENSES OF SUCH DEFENSE PAID BY LANDLORD, AND TENANT WILL COOPERATE AND ASSIST IN THE DEFENSE OF SUCH ACTION OR PROCEEDING IF REASONABLY REQUESTED SO TO DO BY LANDLORD.
(ii) The obligations of Landlord under this Section 14.2 shall survive the termination or expiration of this Lease.
Indemnification of Tenant. Landlord shall defend, indemnify and hold Tenant harmless from and against any and all claims, demands, liabilities, responsibilities, losses, damages, penalties, fines and/or costs (including reasonable attorney's and consultant fees) made against or incurred by Tenant arising from or relating to the release or presence of Hazardous Materials in, on or under the Premises, or any neighboring property, occurring or existing in connection with the Premises prior to the Commencement Date. Landlord's indemnification obligations created by this Section shall include, without limitation, all costs of (i) site investigation and testing, (ii) clean-up, remediation, removal or restoration work, and (iii) all monitoring activities which are required by any federal, state or local governmental agency.
Indemnification of Tenant. Landlord shall indemnify, defend, protect and hold Tenant harmless of and from any and all loss, liens, liability, claims, causes of action, damage, injury, cost or expense arising out of or in connection with (i) any breach or default by Landlord in the performance of any of its obligations under this Lease, or (ii) Landlord’s gross negligence or willful misconduct, or (iii) any loss or damage to property or injury to person occurring in the public entrances, stairways, corridors, elevators and elevator lobbies, and other public areas in the Building or the other public areas in the Building (except for such loss, damage or injury for which Tenant is obligated to indemnify Landlord under Section 16.2). Xxxxxxxx’s indemnity obligation includes reasonable attorneys’ fees and costs, investigation costs and other reasonable costs and expenses incurred by Xxxxxx. The indemnification contained in this Section 16.3 shall extend to the officers, directors, shareholders, partners, employees, agents and representatives of Tenant.
Indemnification of Tenant. A. Landlord shall indemnify and save Tenant and all of its directors, officers, employees, shareholders, agents or other persons liable by, through or under Tenant harmless from and against any and all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges and expenses, including property damage, personal injury and wrongful death and further including, without limitation, architects' and attorneys' fees and disbursements, which may be imposed upon or incurred by or asserted against Tenant or any such indemnified Person by reason of the negligence, recklessness or willful misconduct of Landlord, its agents, servants, contractors, employees or licensees or caused by any breach by Landlord of its obligations under this Lease.
B. If any claim, action or proceeding is made or brought against Tenant or its directors, officers, employees, shareholders, agents or other Persons claiming by, through or under Tenant by reason of any event for which Landlord is liable under this Article, then, upon demand by Tenant, Landlord, at its sole cost and expense, shall resist or defend such claim, action or proceeding in Tenant's name, if necessary, by such attorneys as Tenant shall reasonably approve, which may be the attorneys for Landlord's insurance 29 carrier, if such claim, action or proceeding is covered by insurance. Tenant agrees that Landlord 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 Tenant, as Landlord may deem necessary, provided that the expenses thereof shall be paid by Landlord, and further provided that Tenant shall be fully indemnified.
Indemnification of Tenant. Notwithstanding the existence of any insurance provided for herein and without regard to the policy limits of any such insurance, Landlord shall protect, indemnify and hold harmless Tenant for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys' fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Tenant by reason of the following, except to the extent caused by Tenant's negligence, willful misconduct or Default:
(a) any Impositions that are the obligations of Landlord to pay pursuant to the applicable provisions of this Agreement, and (b) any failure on the part of Landlord or anyone claiming under Landlord to perform or comply with any of the terms of this Agreement. Landlord, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Tenant (and shall not be responsible for any duplicative attorneys' fees incurred by Tenant) or may compromise or otherwise dispose of the same, with Tenant's prior written consent (which consent may not be unreasonably withheld, delayed or conditioned). The obligations of Landlord under this Section 14.3 shall survive termination of this Agreement.
Indemnification of Tenant. Landlord agrees to indemnify and hold Tenant free and harmless from and against any and all claims, losses, liabilities, damages and expenses including, without limitation, reasonable attorneys’ fees to the extent caused by Landlord’s negligent, reckless or willful act, omission or misconduct, and whether for bodily injury (including death) or physical damage to tangible personal property by whomsoever asserted. In the event that the indemnified party’s negligent, reckless or willful acts or omissions contributed to cause the injury or damage for which a claim of indemnity is being asserted against the indemnifying party hereunder, the damages and expenses (including, without limitation, reasonable attorneys’ fees) shall be allocated or reallocated, as the case may be, between the indemnified party and the indemnifying party in such proportion as appropriately reflects the relative fault of the parties, their affiliates, subsidiaries, successors and assigns, and their respective officers, directors, shareholders, employees and agents, and the liability of the indemnifying party shall be proportionately reduced.
Indemnification of Tenant. Landlord shall defend, indemnify and hold harmless Tenant from any loss, liability, damage, cost and expense arising from the gross negligence or willful misconduct of Landlord, and its employees, agents and contractors with respect to the Premises and of which Landlord had actual notice and reasonable time to cure, but which Landlord has failed to cure.
Indemnification of Tenant. To the fullest extent allowed by Law but subject to Sections 10.2, 11.2 and 11.3 hereof, Landlord shall indemnify, defend, protect and hold harmless Tenant and Tenant’s Agents from all liability, penalties, losses, damages, costs, expenses, causes of action, claims and/or judgments arising by reason of any death, bodily injury, personal injury or property damage resulting from (i) the gross negligence or willful misconduct of Landlord or Landlord’s Agents, or (ii) any breach of this Sublease Agreement by Landlord. The provisions of this Section 11.5 shall survive the expiration or sooner termination of this Sublease Agreement.
