Common use of Indemnity and Exoneration Clause in Contracts

Indemnity and Exoneration. Except to the extent such indemnity or exoneration is prohibited by law, (a) Landlord shall not be liable to Tenant for injury to any person or any loss or damage to any property or any inconvenience caused by (i) theft, burglary or acts of unauthorized persons in on about the Building, (ii) any act of Force Majeure or (iii) except as expressly provided in this Lease, any repair or alteration of any part of the Building or failure to make any such repair; (b) Except to the extent of Landlord’s negligence or willful misconduct, Tenant shall indemnify Landlord and hold Landlord harmless of and from any and all loss, cost, damage, injury or expense arising out of or related to claims of injury to or death of persons or damage to property occurring or resulting directly or indirectly from the use or occupancy of the Leased Premises or the activities of Tenant in or about the Leased Premises or from the negligence or misconduct of Tenant elsewhere in the Building, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claims; and (c) Tenant shall hold and save Landlord harmless and indemnify Landlord of and from any and all loss, cost, damage, injury or expense arising out of or in any way related to any breach by Tenant of its obligations under this Lease (subject to the limitations set forth in Section 6.03 below) or any claims for work or labor performed, materials or supplies furnished to or at the request of Tenant or in connection with performance of any work done for the account of Tenant in the Leased Premises or the Building, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claim. (d) Subject to the provisions of this Lease (including without limitation Section 5.05 below), Landlord shall indemnify and hold Tenant harmless of and from any claims against Tenant arising from the negligence or willful misconduct of Landlord in the Project Common Areas to the extent not arising from the negligent or wrongful act or omission by Tenant or any party acting under or through Tenant, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claims.

Indemnity and Exoneration. Except to the extent such indemnity or exoneration is prohibited by law, (a) Landlord shall not be liable to Tenant for injury to any person or any loss or damage to any property or any inconvenience caused by (i) for any loss, damage or injury to person or property caused by theft, burglary or fire, vandalism, assault, battery, act of God, acts of unauthorized persons in on about the Buildingpublic enemy, acts of terrorists or criminals, riot, strike, insurrection, war, court order, requisition or order of governmental body or authority, whether or not the negligence of Landlord was a partial cause of such loss, damage or injury, or (ii) any act that occur by reason of Force Majeure the active negligence or willful misconduct of Tenant or Tenant Parties, or (iii) except as expressly provided in this Lease, for any damage or inconvenience which may arise through repair or alteration of any part of the Building Project or failure to make any such repair;repair except as expressly otherwise provided in Sections 7.04.(c), 7.06 and 7.07. (b) Except to the extent of Landlord’s negligence or willful misconduct, Tenant shall indemnify Landlord indemnify, defend, protect and hold Landlord and Landlord Parties harmless of from and from against any and all loss, cost, damage, injury or expense Claims arising out of or related to claims of injury to or death of persons or persons, damage to property occurring or resulting directly or indirectly from the use or occupancy of the Leased Premises or the activities of Tenant or its employees in or about the Leased Premises or Project; provided, however, that the foregoing indemnity shall not be applicable to claims arising by reason of the active negligence or willful misconduct of Landlord or Landlord Parties, unless covered by insurance required to be carried by Tenant under the terms of this Lease. (c) Landlord shall indemnify, defend, protect and hold Tenant and Tenant Parties harmless from and against any and all claims, judgments, damages, penalties, fines, costs, expenses, liabilities or losses arising out of or related to claims of injury to or death of persons, damage to property occurring or resulting directly or indirectly from the negligence use or misconduct occupancy of Tenant elsewhere those portions of the Project other than the Leased Premises or activities of Landlord or Landlord Parties in or about the BuildingLeased Premises or Project, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claimsclaim; andprovided, however, that the foregoing indemnity shall not include claims arising by reason of the active negligence or willful misconduct of Tenant or Tenant Parties. (cd) Tenant shall indemnify, defend and protect Landlord and hold and save Landlord harmless and indemnify Landlord of and from any and all loss, claims, proceedings, cost, damage, injury injury, causes of action, liabilities or expense arising out of or in any way related to any breach by Tenant of its obligations under this Lease (subject to the limitations set forth in Section 6.03 below) or any claims for work or labor performed, materials or supplies furnished to or at the request of Tenant or in connection with performance of any work done for the account of Tenant in the Leased Premises or the Building, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claimProject. (d) Subject to the provisions of this Lease (including without limitation Section 5.05 below), Landlord shall indemnify and hold Tenant harmless of and from any claims against Tenant arising from the negligence or willful misconduct of Landlord in the Project Common Areas to the extent not arising from the negligent or wrongful act or omission by Tenant or any party acting under or through Tenant, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claims.

Indemnity and Exoneration. Except to the extent such indemnity or exoneration is prohibited by lawlaw or as otherwise expressly provided in this Lease, (a) Landlord shall not be liable to Tenant for injury to any person or any loss or damage to any property or any inconvenience caused by (i) theft, burglary or acts of unauthorized persons in on or about the Building, or (ii) any act of Force Majeure or (iii) except as expressly provided in this LeaseMajeure, any repair or alteration of any part of the Building Building, or any failure to make any such repair, except in each case to the extent the same is caused by the negligence or willful misconduct of Landlord or any Landlord Responsible Party; (b) Except to the extent of Landlord’s negligence or willful misconduct, Tenant shall indemnify Landlord and hold Landlord harmless of and from any and all loss, cost, damage, injury or expense arising out of or related to claims of injury to or death of persons or damage to property occurring upon, or resulting directly or indirectly from the use or occupancy of of, the Leased Premises or the Building by Tenant, or resulting from activities of Tenant in or about the Leased Premises or from the negligence or misconduct of Tenant elsewhere in the Building, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claims; and, except in each case to the extent the same is caused by the negligence or willful misconduct of Landlord or any Landlord Responsible Party; (c) Tenant shall hold and save Landlord harmless and indemnify Landlord of and from any and all loss, cost, damage, injury or expense arising out of or in any way related to any breach by Tenant of its obligations under this Lease (subject to the limitations set forth in Section 6.03 below) or any claims for work or labor performed, materials or supplies furnished to or at the request of Tenant or in connection with performance of any work done for the account of Tenant in the Leased Premises or the Building, excluding all Tenant Initial Improvements, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claim. ; and (d) Subject to the provisions of this Lease (including without limitation Section 5.05 below), Landlord shall indemnify Tenant and hold Tenant harmless of and from any claims against loss, cost, damage, injury or expense incurred by Tenant arising from in connection with injury to or death of persons or damage to property occurring upon the Leased Premises or the Building to the extent the same is caused by the negligence or willful misconduct of Landlord in the Project Common Areas to the extent not arising from the negligent or wrongful act or omission by Tenant or any party acting under Landlord Responsible Party, or through Tenantas a result of any claim asserted against Tenant by the City of Boston or any other governmental authority based on any alleged noncompliance of the Leased Premises or the Building with any applicable building codes or regulations in effect on the Completion Date, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claimsclaim; provided that Landlord shall not be responsible for any noncompliance of Tenant Alterations.

Indemnity and Exoneration. Except to the extent such indemnity or exoneration is prohibited by law, (a) Except as otherwise provided in this Lease, Landlord shall not be liable to Tenant for any loss, injury to any person or any loss or damage to any person or property of Tenant, Tenant's agents, employees, contractors, invitees or any inconvenience other person occurring in or about the Demised Premises unless caused by (i) theftthe negligence or willful misconduct of Landlord or its employees, burglary agents or acts contractors, or Landlord's violation of unauthorized persons in on about the Building, (ii) any act of Force Majeure or (iii) except as expressly provided in this Lease, any whether caused by theft, fire, act of God, acts of the public enemy, riot, strike, insurrection, war, court order, requisition or order of governmental body or authority or which may arise through repair or alteration of any part of the Building Demised Premises or failure to make any such repair;repair except as expressly otherwise provided in Articles XV and XVII. Landlord shall not be liable for any loss, injury or damage arising from any act or omission of any other tenant or occupant of the Building, nor shall Landlord be liable under any circumstances for damage or inconvenience to Tenant's business or for any loss of income or profit therefrom (other than the negligence or willful misconduct of Landlord, its employees, agents or contractors or Landlord's violation of this Lease or as otherwise provided in this Lease). (b) Except to the extent of Landlord’s negligence or willful misconduct, Tenant shall indemnify indemnify, protect, defend and hold the Landlord and hold Landlord its representatives, harmless of and from any and all lossclaims, costliability, damagelosses, costs, damages, injury or expense arising out of or related to claims of injury to or death of persons or damage to property occurring or resulting directly or indirectly from the use or occupancy of the Leased Premises or the activities of Tenant in or about the Leased Premises or from the negligence or misconduct of Tenant elsewhere in the Buildingexpenses (including reasonable costs, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claims; and (cexpenses and attorneys fees) Tenant shall hold and save Landlord harmless and indemnify Landlord of and from any and all loss, cost, damage, injury or expense arising out of or in any way related to or resulting from the Tenant's use or occupancy of the Demised Premises, the actions of Tenant, its agents, employees, or contractors in or about the Demised Premises or their negligence in the Common Areas of the Building and any default or breach by Tenant in the performance of any obligation of Tenant under this Lease; provided, however, that the foregoing indemnity shall not be applicable to claims arising as the result of the negligence or willful misconduct of Landlord, or its obligations representatives or to the extent the same is to be covered by insurance to be maintained by Landlord under this Lease (subject or to the limitations set forth extent the same is caused by the Landlord's violation of this Lease. (c) Tenant shall indemnify, protect, defend and hold the Landlord and its representatives, harmless of and from any and all claims, liability, losses, costs, damages, injury or expenses (including costs, expenses and attorneys' fees) arising out of or in Section 6.03 below) any way related to or any claims for resulting from work or labor performed, materials or supplies furnished to or at the request of Tenant or in connection with obligations incurred by or performance of any work done for the account of Tenant in the Leased Premises or the Building, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claimDemised Premises. (d) Subject to the provisions of this Lease (including without limitation Section 5.05 below), Landlord shall indemnify and hold Tenant harmless of and from any claims against Tenant arising from the negligence or willful misconduct of Landlord in the Project Common Areas to the extent not arising from the negligent or wrongful act or omission by Tenant or any party acting under or through Tenant, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claims.

Indemnity and Exoneration. Except to the extent such indemnity or exoneration is prohibited by lawlaw or as otherwise expressly provided in this Lease, (a) Landlord shall not be liable to Tenant for injury to any person or any loss or damage to any property or any inconvenience caused by (i) theft, burglary or acts of unauthorized persons in on or about the Building, or (ii) any act of Force Majeure or (iii) except as expressly provided in this LeaseMajeure, any repair or alteration of any part of the Building Building, or any failure to make any such repair, except in each case to the extent the same is caused by the negligence or willful misconduct of Landlord or any Landlord Responsible Party; (b) Except to the extent of Landlord’s negligence or willful misconduct, Tenant shall indemnify Landlord and hold Landlord harmless of and from any and all loss, cost, damage, injury or expense arising out of or related to claims of injury to or death of persons or damage to property occurring upon, or resulting directly or indirectly from the use or occupancy of of, the Leased Premises or the Building by Tenant, or resulting from activities of Tenant in or about the Leased Premises or from the negligence or misconduct of Tenant elsewhere in the Building, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claims; and, except in each case to the extent the same is caused by the negligence or willful misconduct of Landlord or any Landlord Responsible Party; (c) Tenant shall hold and save Landlord harmless and indemnify Landlord of and from any and all loss, cost, damage, injury or expense arising out of or in any way related to any breach by Tenant of its obligations under this Lease (subject to the limitations set forth in Section 6.03 below) or any claims for work or labor performed, materials or supplies furnished to or at the request of Tenant or in connection with performance of any work done for the account of Tenant in the Leased Premises or the Building, excluding all Tenant Initial Improvements, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claim.; and (d) Subject to the provisions of this Lease (including without limitation Section 5.05 below), Landlord shall indemnify Tenant and hold Tenant harmless of and from any claims against loss, cost, damage, injury or expense incurred by Tenant arising from in connection with injury to or death of persons or damage to property occurring upon the Leased Premises or the Building to the extent the same is caused by the negligence or willful misconduct of Landlord in the Project Common Areas to the extent not arising from the negligent or wrongful act or omission by Tenant or any party acting under Landlord Responsible Party, or through Tenantas a result of any claim asserted against Tenant by the City of Boston or any other governmental authority based on any alleged noncompliance of the Leased Premises or the Building with any applicable building codes or regulations in effect on the Completion Date, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claimsclaim; provided that Landlord shall not be responsible for any noncompliance of Tenant Alterations.

Indemnity and Exoneration. Except to the extent such indemnity or exoneration is prohibited by lawlaw or as otherwise expressly provided in this Lease, (a) Landlord shall not be liable to Tenant for injury to any person or any loss or damage to any property or any inconvenience caused by (i) theft, burglary or acts of unauthorized persons in on or about the Building, or (ii) any act of Force Majeure or (iii) except as expressly provided in this LeaseMajeure, any repair or alteration of any part of the Building Building, or any failure to make any such repair, except in each case to the extent the same is caused by the negligence or willful misconduct of Landlord or any Landlord Responsible Party; (b) Except to the extent of Landlord’s negligence or willful misconduct, Tenant shall indemnify Landlord and hold Landlord harmless of and from any and all loss, cost, damage, injury or expense arising out of or related to claims of injury to or death of persons or damage to property occurring upon, or resulting directly or indirectly from the use or occupancy of of, the Leased Premises or the Building by Tenant, or resulting from activities of Tenant in or about the Leased Premises or from the negligence or misconduct of Tenant elsewhere in the Building, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claims; and, except in each case to the extent the same is caused by the negligence or willful misconduct of Landlord or any Landlord Responsible Party; (c) Tenant shall hold and save Landlord harmless and indemnify Landlord of and from any and all loss, cost, damage, injury or expense arising out of or in any way related to any breach by Tenant of its obligations under this Lease (subject to the limitations set forth in Section 6.03 below) or any claims for work or labor performed, materials or supplies furnished to or at the request of Tenant or in connection with performance of any work done for the account of Tenant in the Leased Premises or the Building, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claim.; and (d) Subject to the provisions of this Lease (including without limitation Section 5.05 below), Landlord shall indemnify Tenant and hold Tenant harmless of and from any claims against loss, cost, damage, injury or expense incurred by Tenant arising from in connection with injury to or death of persons or damage to property occurring upon the Leased Premises or the Building to the extent the same is caused by the negligence or willful misconduct of Landlord in the Project Common Areas to the extent not arising from the negligent or wrongful act or omission by Tenant or any party acting under or through TenantLandlord Responsible Party, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claimsclaim; provided that Landlord shall not be responsible for any noncompliance of Tenant Alterations.

Indemnity and Exoneration. Except to the extent such indemnity or exoneration is prohibited by law, (a) Landlord shall not be liable to Tenant for any loss, damage or injury to any person or any loss or damage to any property or any inconvenience caused by (i) theft, burglary or fire, vandalism, assault, battery, act of God, acts of unauthorized persons in on about the Buildingpublic enemy, acts of terrorists or criminals, riot, strike, insurrection, war, court order, requisition or order of governmental body or authority, whether or not the negligence of Landlord was a partial cause of such loss, damage or injury, or (ii) any act the active negligence or willful misconduct of Force Majeure Tenant or Tenant Parties, or (iii) except as expressly provided in this Lease, any repair or alteration of any part of the Building Project or failure to make any such repair;repair except as expressly otherwise provided in this Lease. /s/ TD ----------------- Tenant's Initials (b) Except to the extent of Landlord’s negligence or willful misconduct, Tenant shall indemnify Landlord indemnify, defend, protect and hold Landlord and Landlord Parties harmless of from and from against any and all loss, cost, damage, injury or expense Claims arising out of or related to claims of injury to or death of persons or persons, damage to property occurring or resulting directly or indirectly from the use or occupancy of the Leased Premises or the activities of Tenant or Tenant Parties in or about the Leased Premises or from Project; provided, however, that the foregoing -------- -------- indemnity shall not be applicable to claims arising solely by reason of the active negligence or willful misconduct of Landlord, unless such claims are or should be covered by insurance required to be carried by Tenant elsewhere under the terms of this Lease, in which case such claims shall be subject to the Building, such indemnity to include, without limitation, the obligation to provide all costs terms of defense against any such claims; andthis indemnity. (c) Landlord shall indemnify, defend, protect and hold Tenant shall hold and save Landlord Tenant Parties harmless from and indemnify Landlord of and from against any and all lossclaims, costjudgments, damagedamages, injury penalties, fines, costs, expenses, liabilities or expense losses arising solely out the active negligence or willful misconduct of Landlord, unless such claims are or in any way related should be covered by insurance required to any breach be carried by Tenant under the terms of its obligations under this Lease (Lease, in which case such claims shall not be subject to the limitations set forth terms of this indemnity; provided, however, that the foregoing indemnity shall not -------- -------- include claims arising, in Section 6.03 below) or any claims for work or labor performed, materials or supplies furnished to or at the request of Tenant whole or in connection with performance part, by reason of any work done for the account of Tenant in the Leased Premises or the Building, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claim. (d) Subject to the provisions of this Lease (including without limitation Section 5.05 below), Landlord shall indemnify and hold Tenant harmless of and from any claims against Tenant arising from the negligence or willful misconduct of Landlord in Tenant or Tenant Parties. (d) To the Project Common Areas extent, but only to the extent not arising extent, necessary to fully indemnify the parties from claims made by the negligent indemnifying party or wrongful act or omission by Tenant or any party acting under or through Tenant, such indemnity to include, without limitationits employees, the obligation to provide all costs indemnities herein constitute a waiver of defense against any such claimsthe indemnifying party's immunity under the Washington Industrial Insurance Act, RCW Title 51, as between Landlord and Tenant only.

Indemnity and Exoneration. Except to the extent such indemnity or exoneration is prohibited by law, (a) Except as provided in Section 11.4(c), Landlord shall not be liable to Tenant for any loss, damage or injury to any person or any loss or damage to any property or any inconvenience caused by (i) theft, burglary or fire, vandalism, assault, battery, act of God, acts of unauthorized persons in on about the Buildingpublic enemy, acts of terrorists or criminals, riot, strike, insurrection, war, court order, requisition or order of governmental body or authority, or (ii) any act the active negligence or willful misconduct of Force Majeure Tenant or Tenant Parties, or (iii) except as expressly provided in this Lease, any repair or alteration of any part of the Building Project or failure to make any such repair;repair except as expressly otherwise provided in this Lease. Tenant’s Initials (b) Except Tenant shall indemnify, defend, protect and hold Landlord and Landlord Parties harmless from and against any and all claims, judgments, damages, penalties, fines, costs, expenses, liabilities or losses (including without limitation, sums paid in settlement of claims, attorneys’ fees, consultants’ fees, and experts’ fees) to the extent of Landlord’s negligence or willful misconduct, Tenant shall indemnify Landlord and hold Landlord harmless of and from any and all loss, cost, damage, injury or expense arising out of or related to claims of injury to or death of persons or persons, damage to property occurring or resulting directly or indirectly from the use or occupancy of the Leased Premises or the activities of Tenant in or about the Leased Premises or from the negligence or willful misconduct of Tenant elsewhere in or Tenant Parties; provided, however, that the Building, such foregoing indemnity to include, without limitation, the obligation to provide all costs of defense against any such claims; and (c) Tenant shall hold and save Landlord harmless and indemnify Landlord of and from any and all loss, cost, damage, injury or expense arising out of or in any way related to any breach by Tenant of its obligations under this Lease (subject not be applicable to the limitations set forth in Section 6.03 below) or any extent the claims for work or labor performed, materials or supplies furnished to or at the request arise by reason of Tenant or in connection with performance of any work done for the account of Tenant in the Leased Premises or the Building, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claim. (d) Subject to the provisions of this Lease (including without limitation Section 5.05 below), Landlord shall indemnify and hold Tenant harmless of and from any claims against Tenant arising from the negligence or willful misconduct of Landlord, unless such claims are or should be covered by insurance required to be carried by Tenant under the terms of this Lease, in which case such claims shall be subject to the terms of this indemnity. (c) Landlord shall indemnify, defend, protect and hold Tenant and Tenant Parties harmless from and against any and all claims, judgments, damages, penalties, fines, costs, expenses, liabilities or losses (including without limitation, sums paid in the Project Common Areas settlement of claims, attorneys’ fees, consultants’ fees, and experts’ fees) to the extent not arising from out the negligent negligence or wrongful act willful misconduct of Landlord, unless such claims are or omission should be covered by insurance required to be carried by Tenant under the terms of this Lease, in which case such claims shall not be subject to the terms of this indemnity; provided, however, that the foregoing indemnity shall not include claims to the extent arising by reason of the negligence or any willful misconduct of Tenant or Tenant Parties. (d) To the extent, but only to the extent, necessary to fully indemnify the parties from claims made by the indemnifying party acting under or through Tenant, such indemnity to include, without limitationits employees, the obligation to provide all costs indemnities herein constitute a waiver of defense against any such claimsthe indemnifying party’s immunity under the Washington Industrial Insurance Act, RCW Title 51, as between Landlord and Tenant only.

Indemnity and Exoneration. Except to the extent such indemnity or exoneration is prohibited by law, (a) Except to the extent of Landlord’s negligence or willful misconduct, Landlord shall not be liable to Tenant for injury to any person or any loss or damage to any property or any inconvenience caused by (i) theft, burglary or acts of unauthorized persons in on about the Building, (ii) any act of Force Majeure or (iii) except as expressly provided in this Lease, any repair or alteration of any part of the Building or failure to make any such repair; (b) Except to the extent of Landlord’s negligence or willful misconduct, Tenant shall indemnify Landlord and hold Landlord harmless of and from any and all loss, cost, damage, injury or expense arising out of or related to claims of injury to or death of persons or damage to property occurring in or resulting directly or indirectly from the use or occupancy of the Leased Premises or the activities of Tenant in or about the Leased Premises or from or, to the extent of Tenant’s negligence or misconduct of Tenant willful misconduct, elsewhere in or about the Building, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claims; and (c) Tenant shall hold and save Landlord harmless and indemnify Landlord of and from any and all loss, cost, damage, injury or expense arising out of or in any way related to any breach by Tenant of its obligations under this Lease (subject to the limitations set forth in Section 6.03 below) or any claims for payment for work or labor performed, materials or supplies furnished to or at the request of Tenant or in connection with performance of any work done for the account of Tenant in the Leased Premises or the Building, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claim. (d) Subject to the provisions of this Lease (including without limitation Section 5.05 below), Landlord shall indemnify and hold Tenant harmless of and from any claims against Tenant arising from the negligence or willful misconduct of Landlord in the Project Common Areas to the extent not arising from the negligent or wrongful act or omission by Tenant or any party acting under or through Tenant, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claims.

Indemnity and Exoneration. Except (a) Landlord and Landlord’s agents and employees shall not be liable to Tenant, nor to Tenant’s employees, agents, contractors, subcontractors, invitees, subtenants or licensees (each, a “Tenant Party”), nor to any other person whomsoever, for any injury to person or damage to property caused by: (a) the Premises or other portions of the Project becoming out of repair, (b) any defect or failure of any structural element of the Premises or of any equipment, pipes or wiring, or broken glass; (c) the backing up of drains, (d) gas, water, steam, electricity, or oil leaking, escaping or flowing into the Premises; or (e) the acts or omissions of other tenants of the Building or of any other persons whomsoever, excepting only loss or damage to the extent such indemnity caused by the gross negligence or exoneration is prohibited by law, (a) willful misconduct of Landlord or its agents or contractors. Further, Landlord shall not be liable to Tenant, any Tenant Party, or to any other person whomsoever, for any injury to any person or any loss or damage to any property on or any inconvenience about the Premises or the Common Area caused by by: (i) theftthe negligence or misconduct of Tenant, burglary any Tenant Party, or acts any other person entering the Building under express or implied invitation of unauthorized persons Tenant (with the exception of invitees in on about the BuildingCommon Area), (ii) any act arising out of Force Majeure the use of the Premises and the conduct of its business therein or parking spaces leased hereunder by Tenant, or (iii) except as expressly provided arising out of any breach or default by Tenant in the performance of its obligations under this Lease. Under no circumstances will Landlord ever be liable to Tenant for consequential damages or lost profits. Landlord shall not be held responsible in any way on account of any construction, any repair or alteration reconstruction (including widening) of any private or public roadways, walkways or utility lines. Tenant’s assumption of risk of damage under this Section 11.3(a) is a material part of the Building or failure consideration to make any such repair;Landlord for this Lease. (b) Except to the extent caused by the negligence of willful misconduct of Landlord or its agents or contractors, Tenant shall indemnify, defend and hold harmless Landlord, Landlord’s asset manager, Bay West Group, Bay West Showplace Investors LLC, Landlord’s partners, any subsidiary or affiliate of Landlord and the officers, directors, shareholders, partners, employees, managers, independent contractors, attorneys and agents of any of the foregoing (collectively, the “Indemnitees”) from and against any and all claims, demands, causes of action, judgments, costs and expenses, and all losses and damages (including consequential and punitive damages) arising from: (i) Tenant’s use or occupancy of the Premises and the parking spaces leased hereunder; (ii) the conduct of its business or from any activity, work, or other acts or things done, permitted or suffered by Tenant in or about the Premises or the Project; (iii) any breach or default in the performance of any obligation on Tenant’s part to be performed under the terms of this Lease; (iv) arising from any act, omission or negligence or willful misconductor criminal misconduct of Tenant or any Tenant Party; and (v) all costs, attorneys’ fees and disbursements, and liabilities incurred in the defense of any such claim or any action or proceeding which may be brought against, out of or in any way related to this Lease. Upon notice from Landlord, Tenant shall indemnify defend any such claim, demand, cause of action or suit at Tenant’s expense by counsel reasonably satisfactory to Landlord. Except to the extent caused by the negligence or willful misconduct of Tenant or its agents or contractors or a breach of Tenant’s obligations under the Lease, Landlord shall indemnify, defend and hold harmless Tenant and the officers, directors, shareholders, partners, employees, managers, independent contractors, attorneys and agents of Tenant from and against any and all claims, demands, causes of action, judgments, costs and expenses, and all losses and damages (including punitive damages) (i) to the extent arising from arising from any negligence or willful or criminal misconduct of Landlord or its agents or contractors; and (ii) all costs, attorneys’ fees and disbursements, and liabilities incurred in the defense of any such claim. Upon notice from Tenant, Landlord shall defend any such claim, demand, cause of action or suit at Landlord’s expense by counsel reasonably satisfactory to Tenant. Notwithstanding anything to the contrary set forth in this Section 11.4, in no event shall Landlord be liable for any consequential 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. (c) Tenant shall indemnify, protect, defend and hold Landlord and its representatives, harmless of and from any and all lossclaims, costliability, damagecosts, injury penalties, fines, damages, injury, judgments, forfeiture, losses or expense arising out of or related to claims of injury to or death of persons or damage to property occurring or resulting directly or indirectly from the use or occupancy of the Leased Premises or the activities of Tenant in or about the Leased Premises or from the negligence or misconduct of Tenant elsewhere in the Buildingexpenses (including without limitation attorneys’ fees, such indemnity to includeconsultant fees, without limitationtesting and investigation fees, the obligation to provide all costs of defense against any such claims; and (cexpert fees and court costs) Tenant shall hold and save Landlord harmless and indemnify Landlord of and from any and all loss, cost, damage, injury or expense arising out of or in any way related to any breach by Tenant of its obligations under this Lease (subject to the limitations set forth in Section 6.03 below) or any claims for resulting directly or indirectly from work or labor performed, materials or supplies furnished to or at the request of Tenant or in connection with obligations incurred by or performance of any work done for the account of Tenant in the Leased Premises or the Building, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claimProject. (d) Subject to the The provisions of this Lease (including without limitation Section 5.05 below), Landlord 11.3 shall indemnify and hold Tenant harmless survive the expiration or sooner termination of and from any claims against Tenant arising from the negligence or willful misconduct of Landlord in the Project Common Areas to the extent not arising from the negligent or wrongful act or omission by Tenant or any party acting under or through Tenant, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claimsthis Lease.

Indemnity and Exoneration. Except to the extent such indemnity or exoneration is prohibited by law, (a) Except as provided in Section 11.4(c), Landlord shall not be --------------- liable to Tenant for any loss, damage or injury to any person or any loss or damage to any property or any inconvenience caused by (i) theft, burglary or fire, vandalism, assault, battery, act of God, acts of unauthorized persons in on about the Buildingpublic enemy, acts of terrorists or criminals, riot, strike, insurrection, war, court order, requisition or order of governmental body or authority, or (ii) any act the active negligence or willful misconduct of Force Majeure Tenant or Tenant Parties, or (iii) except as expressly provided in this Lease, any repair or alteration of any part of the Building Project or failure to make any such repair;repair except as expressly otherwise provided in this Lease. AK -------------------- Tenant's Initials (b) Except Tenant shall indemnify, defend, protect and hold Landlord and Landlord Parties harmless from and against any and all claims, judgments, damages, penalties, fines, costs, expenses, liabilities or losses (including without limitation, sums paid in settlement of claims, attorneys' fees, consultants' fees, and experts' fees) to the extent of Landlord’s negligence or willful misconduct, Tenant shall indemnify Landlord and hold Landlord harmless of and from any and all loss, cost, damage, injury or expense arising out of or related to claims of injury to or death of persons or persons, damage to property occurring or resulting directly or indirectly from the use or occupancy of the Leased Premises or the activities of Tenant in or about the Leased Premises or from the negligence or willful misconduct of Tenant elsewhere in or Tenant Parties; provided, however, that the Building, such foregoing indemnity to include, without limitation, the obligation to provide all costs of defense against any such claims; and (c) Tenant shall hold and save Landlord harmless and indemnify Landlord of and from any and all loss, cost, damage, injury or expense arising out of or in any way related to any breach by Tenant of its obligations under this Lease (subject -------- ------- not be applicable to the limitations set forth in Section 6.03 below) or any extent the claims for work or labor performed, materials or supplies furnished to or at the request arise by reason of Tenant or in connection with performance of any work done for the account of Tenant in the Leased Premises or the Building, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claim. (d) Subject to the provisions of this Lease (including without limitation Section 5.05 below), Landlord shall indemnify and hold Tenant harmless of and from any claims against Tenant arising from the negligence or willful misconduct of Landlord, unless such claims are or should be covered by insurance required to be carried by Tenant under the terms of this Lease, in which case such claims shall be subject to the terms of this indemnity. (c) Landlord shall indemnify, defend, protect and hold Tenant and Tenant Parties harmless from and against any and all claims, judgments, damages, penalties, fines, costs, expenses, liabilities or losses (including without limitation, sums paid in the Project Common Areas settlement of claims, attorneys' fees, consultants' fees, and experts' fees) to the extent not arising from out the negligent negligence or wrongful act willful misconduct of Landlord, unless such claims are or omission should be covered by insurance required to be carried by Tenant under the terms of this Lease, in which case such claims shall not be subject to the terms of this indemnity; provided, however, that the foregoing indemnity shall not include claims to the -------- ------- extent arising by reason of the negligence or any willful misconduct of Tenant or Tenant Parties. (d) To the extent, but only to the extent, necessary to fully indemnify the parties from claims made by the indemnifying party acting under or through Tenant, such indemnity to include, without limitationits employees, the obligation to provide all costs indemnities herein constitute a waiver of defense against any such claimsthe indemnifying party's immunity under the Washington Industrial Insurance Act, RCW Title 51, as between Landlord and Tenant only.

Indemnity and Exoneration. Except to the extent such indemnity or exoneration is prohibited by law, (a) Landlord shall not be liable to Tenant for injury to any person or any loss or damage to any property or any inconvenience caused by (i) theft, burglary or acts of unauthorized persons in on about the Building, (ii) any act of Force Majeure or (iii) except as expressly provided in this Lease, any repair or alteration of any part of the Building or failure to make any such repair; (b) Except to the extent of Landlord’s negligence or willful misconduct, Tenant shall indemnify Landlord and hold Landlord harmless of and from any and all loss, cost, damage, injury or expense arising out of or related to claims of injury to or death of persons or damage to property occurring in or resulting directly or indirectly from the use or occupancy of the Leased Premises or the activities of Tenant in or about the Leased Premises or from or, to the extent of Tenant’s negligence or misconduct of Tenant willful misconduct, elsewhere in or about the Building, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claims; and (c) Tenant shall hold and save Landlord harmless and indemnify Landlord of and from any and all loss, cost, damage, injury or expense arising out of or in any way related to any breach by Tenant of its obligations under this Lease (subject to the limitations set forth in Section 6.03 below) or any claims for payment for work or labor performed, materials or supplies furnished to or at the request of Tenant or in connection with performance of any work done for the account of Tenant in the Leased Premises or the Building, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claim. (d) Subject to the provisions of this Lease (including without limitation Section 5.05 below), Landlord shall indemnify and hold Tenant harmless of and from any claims against Tenant arising from the negligence or willful misconduct of Landlord in the Project Common Areas to the extent not arising from the negligent or wrongful act or omission by Tenant or any party acting under or through Tenant, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claims.

Indemnity and Exoneration. Except to the extent such indemnity or exoneration is prohibited by law, (a) Landlord shall not be liable to Tenant for any loss, injury to any person or any loss or damage to any person or property of Tenant, Tenant's agents, employees, contractors, invitees or any inconvenience other person, whether caused by (i) theft, burglary or fire, act of God, acts of unauthorized persons in on about the Buildingpublic enemy, (ii) any act riot, strike, insurrection, war, court order, requisition or order of Force Majeure governmental body or (iii) except as expressly provided in this Lease, any authority or which may arise through repair or alteration of any part of the Building or failure to make any such repair;repair or from any other cause whatsoever except as expressly otherwise provided in Articles 15 and 16. Landlord shall not be liable for any loss, injury or damage arising from any act or omission of any other tenant or occupant of the Building, nor shall Landlord be liable under any circumstances for damage or inconvenience to Tenant's business or for any loss of income or profit therefrom (other than Landlord's gross negligence or willful misconduct). (b) Except to the extent of Landlord’s negligence or willful misconduct, Tenant shall indemnify indemnify, protect, defend and hold the Building, Landlord and hold Landlord its representatives, harmless of and from any and all lossclaims, costliability, damagelosses, costs, damages, injury or expense expenses (including costs, expenses and attorneys fees) arising out of or in any way related to claims of injury to or death of persons or damage to property occurring or resulting directly or indirectly from the use or occupancy of the Leased Premises Demised Premises, the actions of Tenant, its agents, employees, contractors or the activities of Tenant invitees in or about the Leased Demised Premises or from the Building and any default or breach by Tenant in the performance of any obligation of Tenant under this Lease; provided, however, that the foregoing indemnity shall not be applicable to claims arising as the result of the gross negligence or willful misconduct of Tenant elsewhere in the Building, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claims; andLandlord. (c) Tenant shall indemnity, protect, defend and hold the Building, Landlord and save Landlord its representatives, harmless and indemnify Landlord of and from any and all lossclaims, costliability, damagelosses, costs, damages, injury or expense expenses (including costs, expenses and attorneys' fees) arising out of or in any way related to any breach by Tenant of its obligations under this Lease (subject to the limitations set forth in Section 6.03 below) or any claims for resulting directly or indirectly from work or labor performed, materials or supplies furnished to or at the request of Tenant or in connection with obligations incurred by or performance of any work done for the account of Tenant in the Leased Demised Premises or the Building, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claim. (d) Subject to the provisions of this Lease (including without limitation Section 5.05 below), Landlord shall indemnify and hold Tenant harmless of and from any claims against Tenant arising from the negligence or willful misconduct of Landlord in the Project Common Areas to the extent not arising from the negligent or wrongful act or omission by Tenant or any party acting under or through Tenant, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claims.