Common use of Indemnity by Landlord Clause in Contracts

Indemnity by Landlord. Landlord shall defend and indemnify Tenant and save Tenant harmless from and against any and all claims against Tenant arising from (a) the nonperformance of any covenant or agreement on Landlord's part to be performed pursuant to the terms of this Lease, or (b) any act or negligence of Landlord or any of Landlord's agents, contractors, employees, invitees or licensees (but not including, in any event, other tenants of the Building and their respective agents, contractors, employees, invitees or licensees), and from and against all costs, counsel fees, expenses and liabilities incurred in any such claim or in any action or proceeding brought thereon; and in case any action or proceeding be brought against Tenant by reason of any such claim, Landlord, upon notice from Tenant, covenants to resist or defend at Landlord's expense such action or proceeding by counsel reasonably satisfactory to Tenant; provided that the foregoing provision shall not be construed to make Landlord responsible for loss, damage, liability or defense resulting from injuries to third parties to the extent caused by the negligence of Tenant or Tenant's contractors, licensees, employees, guests and invitees. It is expressly understood and agreed that none of Landlord's covenants, undertakings and agreements under this Lease are made or intended as personal covenants, undertakings or agreements by Landlord, and any liability for damage or breach or nonperformance by Landlord shall be collectible only out of Landlord's interest in the Building, and no personal liability is assumed by or at any time may be asserted against Landlord.

Indemnity by Landlord. Except to the extent caused by the negligence or willful misconduct of Tenant or any of the Tenant Parties or any of Tenant’s members, partners, managers, shareholders, officers, directors, trustees or agents (all of the foregoing including Tenant and Tenant Parties are collectively referred to herein as the “Tenant Indemnitees”) and not covered by the insurance maintained by Landlord (and which would not have been so covered had Landlord maintained the insurance required to be maintained by Landlord under this Lease), Landlord shall defend indemnify, defend, and indemnify hold harmless Tenant and save the Tenant harmless Indemnitees from and against any all losses, liabilities, damages, costs, expenses and all claims against Tenant arising from or relating to (a) any occurrence on the nonperformance common areas of any covenant or agreement on Landlord's part to be performed pursuant to the terms of this LeaseProject, or (b) any act claim arising from the negligence or negligence willful misconduct of Landlord or any of Landlord's agents, contractors, employees, invitees or licensees the Landlord Parties and not covered by the insurance maintained by Tenant (but and which would not including, in any event, other tenants of have been so covered had Tenant maintained the Building and their respective agents, contractors, employees, invitees or licenseesinsurance required to be maintained by Tenant under this Lease), and from and against (c) all reasonable costs, counsel attorneys’ fees, expenses and liabilities incurred in any or about such claim claims or in any action or proceeding brought thereon; and in . In case any action or proceeding shall be brought against any of the Tenant Indemnitees by reason of any such claim, Landlord, Landlord upon written notice from Tenant, covenants to resist or Tenant shall defend the same at Landlord's ’s expense such action or proceeding by counsel reasonably satisfactory to approved in writing by Tenant; provided that the foregoing provision shall not be construed to make Landlord responsible for loss, damage, liability or defense resulting from injuries to third parties to the extent caused by the negligence of Tenant or Tenant's contractors, licensees, employees, guests and invitees. It is expressly understood and agreed that none of Landlord's covenants, undertakings and agreements under this Lease are made or intended as personal covenants, undertakings or agreements by Landlord, and any liability for damage or breach or nonperformance by Landlord shall be collectible only out of Landlord's interest in the Building, and no personal liability is assumed by or at any time may be asserted against Landlord.

Indemnity by Landlord. Except as otherwise provided in subsection (e), Landlord shall defend defend, indemnify and hold Tenant harmless (or shall cause a third-party tenant in the Property to defend, indemnify and hold Tenant harmless) from and save against any and all loss, damage, liability, or expense, including reasonable attorneys’ fees and the costs of any deductible maintained by Tenant under its public liability insurance policy, resulting from any injury to or death of any person in or about any portion of the Property within the exclusive control of Landlord or third-party tenant, or any loss of or damage to any property in or about any portion of the Property within the exclusive control of Landlord or third-party tenant, caused by, arising out of, or related to any reason whatsoever, except to the extent that such loss, injury or damage was caused by the negligence of Tenant, its agents or employees. Except as otherwise provided in subsection (e), Landlord shall defend, indemnify and hold Tenant harmless from and against any and all claims against Tenant arising from (a) the nonperformance of any covenant or agreement on Landlord's part to be performed pursuant to the terms of this Lease, or (b) any act or negligence of Landlord or any of Landlord's agents, contractors, employees, invitees or licensees (but not including, in any event, other tenants of the Building and their respective agents, contractors, employees, invitees or licensees), and from and against all costs, counsel fees, expenses and liabilities incurred in any such claim or in any action or proceeding brought thereon; and in case any action or proceeding be brought against Tenant by reason of any such claim, Landlord, upon notice from Tenant, covenants to resist or defend at Landlord's expense such action or proceeding by counsel reasonably satisfactory to Tenant; provided that the foregoing provision shall not be construed to make Landlord responsible for loss, damage, liability, or expense, including reasonable attorneys’ fees and the costs of any deductible maintained by Tenant under its public liability or defense insurance policy, resulting from injuries any injury to third parties or death of any person in or about any portion of the common areas of the Property or any loss or damage to any property in or about any portion of the common areas of the Property (to the extent any such loss, damage or liability is covered by Landlord’s insurance, including any deductibles for which Landlord elects to self insure); provided, however, to the extent that such loss, injury or damage in the common areas of the Property was caused by the negligence of Tenant Landlord, its agents or Tenant's contractors, licensees, employees, guests the foregoing cap set forth above shall not apply. Landlord shall not, however, be liable for and invitees. It the foregoing indemnification shall not extend to, any damage or injury caused by the negligence of Tenant, its agents or employees, unless Landlord is expressly understood and agreed that none of Landlord's covenants, undertakings and agreements under required by this Lease are made or intended as personal covenants, undertakings or agreements by Landlord, and any liability for to insure against damage or breach or nonperformance by Landlord shall be collectible only out of Landlord's interest in the Building, and no personal liability is assumed by or at any time may be asserted against Landlordinjury.

Indemnity by Landlord. Landlord shall defend and indemnify Tenant and save harmless Tenant harmless from and against any and all claims against Tenant arising from (a) the nonperformance and demands, including, but not limited to, attorneys' fees and costs attendant thereto, at all trial and appellate levels, whether for injuries to persons or loss of any covenant or agreement on Landlord's part to be performed pursuant to the terms of this Leaselife, or (b) damage to property, occurring within the Premises and immediately adjoining the Premises and arising out of the ownership, use and occupancy of the Premises or Building by Landlord, or occasioned wholly or in part by any act or negligence of Landlord or any omission of Landlord's , its agents, contractors, employees, invitees servants, licensees or licensees (but not includingconcessionaires, excepting however such claims and demands, whether for injuries to persons or loss of life, or damage to property, caused solely by the gross negligence or willful misconduct of Tenant. If, however, any liability arises in any event, other tenants the Common Areas because of the Building and their respective negligence of Landlord, Landlord's agents, employees, contractors, employeesinvitees, invitees customers or licensees)visitors, then in such event Landlord shall hold Tenant harmless. In case Tenant shall, without fault on its part, be made a party to any litigation commenced by or against Landlord, then Landlord shall protect and from hold Tenant harmless and against shall pay all costs, counsel fees, expenses and liabilities reasonable attorneys' fees and costs attendant thereto, at all trial and appellate levels, incurred or paid by Tenant in any connection with such claim or in any action or proceeding brought thereon; and in case any action or proceeding be brought against Tenant by reason of any such claim, Landlord, upon notice from Tenant, covenants to resist or defend at Landlord's expense such action or proceeding by counsel reasonably satisfactory to Tenant; provided that the foregoing provision shall not be construed to make Landlord responsible for loss, damage, liability or defense resulting from injuries to third parties to the extent caused by the negligence of Tenant or Tenant's contractors, licensees, employees, guests and inviteeslitigation. It is expressly understood and agreed that none of Landlord's covenants, undertakings and agreements under this Lease are made or intended as personal covenants, undertakings or agreements by Landlord, and any liability for damage or breach or nonperformance by Landlord shall be collectible only out of Landlord's interest in the Building, and no personal liability is assumed by or at any time may be asserted against Landlord.------------------/---------------- LANDLORD TENANT

Indemnity by Landlord. Landlord shall defend indemnify and indemnify hold Tenant and save Tenant Tenant's officers, directors, employees, agents, successors and assigns, harmless from and against any and all claims against Tenant claims, liabilities, penalties, judgments, forfeitures, losses, costs or expenses (including attorneys' fees), arising from (a) or caused in whole or in part, directly or indirectly, by the nonperformance presence, discharge or release of Hazardous Substances in, on, under or about the Premises established by the Baseline Environmental Assessment as being present on the Premises as of the date of the 1993 Lease or which Tenant proves was caused by Landlord after the date of the 1993 Lease. Landlord will defend Tenant against any covenant cost, claim or agreement on liability arising under this Section 18.6.2, at Landlord's part expense, with counsel reasonably acceptable to be performed pursuant to the terms of this LeaseTenant, or (b) at Tenant's election, will reimburse Tenant for any act legal fees or negligence of Landlord or any of Landlord's agents, contractors, employees, invitees or licensees (but not including, costs reasonably incurred by Tenant in any event, other tenants of the Building and their respective agents, contractors, employees, invitees or licensees), and from and against all costs, counsel fees, expenses and liabilities incurred in any such claim or in any action or proceeding brought thereon; and in case any action or proceeding be brought against Tenant by reason of connection with any such claim. Landlord's obligations hereunder shall 28 MENTOR GRAPHICS CORP./IN FOCUS SYSTEMS, INC. - COMMERCIAL LEASE include, without limitation, and whether foreseeable or unforeseeable, all costs of any remedial action, repair, cleanup, detoxification or decontamination of the Premises and adjacent property, and the preparation and implementation of any closure, remedial action or other required plans in connection therewith. Any acts or omissions of Landlord, upon notice from Tenant, covenants to resist or defend at Landlord's expense such action or proceeding by counsel reasonably satisfactory to Tenant; provided that the foregoing provision shall not be construed to make Landlord responsible for loss, damage, liability or defense resulting from injuries to third parties to the extent caused by the negligence of Tenant or Tenant's contractors, licensees, employees, guests and invitees. It is expressly understood and agreed that none agents, assignees, tenants, contractors of subcontractors of Landlord's covenants, undertakings and agreements under or others who act on behalf of Landlord (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Landlord. The obligations of Landlord hereunder shall survive the expiration or earlier termination of this Lease are made or intended as personal covenants, undertakings or agreements by Landlord, Agreement and any liability for damage or breach or nonperformance by Landlord shall be collectible only out of Landlord's interest in the Building, and no personal liability is assumed by or at any time may be asserted against Landlordextensions thereof.

Indemnity by Landlord. Landlord shall defend defend, indemnify and indemnify hold harmless Tenant, its affiliates, and any of their respective directors, officers, employees, agents, servants and representatives ("Tenant and save Tenant harmless Indemnitees") from and against any and all claims liability, damages, all losses, costs and expenses, including reasonable attorney fees, incurred, suffered or required to be paid by Tenant Indemnitee, resulting from or caused by or arising out of any action, omission or operation (i) under this Agreement or in connection with the Work attributable to Landlord, (ii) under the Architect Agreement, the Engineer Agreement, the Contractor Agreement or any other construction related document attributable to Landlord or the performance of any obligation of Landlord under such agreements or documents, or (iii) relating to any claim against Tenant arising from (a) under the nonperformance of any covenant or agreement on Landlord's part to be performed pursuant to Architect Agreement, the terms of this LeaseEngineer Agreement, or (b) any act or negligence of Landlord the Contractor Agreement or any of Landlord's agentsWork related document provided, contractorshowever, employees, invitees or licensees (but not including, in any event, other tenants of the Building and their respective agents, contractors, employees, invitees or licensees), and from and against all costs, counsel fees, expenses and liabilities incurred in any such claim or in any action or proceeding brought thereon; and in case any action or proceeding be brought against Tenant by reason of any such claim, Landlord, upon notice from Tenant, covenants to resist or defend at Landlord's expense such action or proceeding by counsel reasonably satisfactory to Tenant; provided that the foregoing provision obligation by the Landlord to defend, indemnify and hold harmless shall not be construed apply to make Landlord responsible for loss(x) any liability, damagedamages, liability losses, costs or defense resulting from injuries to third parties expenses, attributable to the extent caused negligence, gross negligence or willful misconduct of any Tenant Indemnitee, (y) the breach of any obligation of Tenant hereunder or (z) those matters for which Tenant is obligated to indemnify Landlord pursuant to Section B(5) of this Work Agreement. If any claim is made by a third party against any Tenant Indemnitee for which the Tenant Indemnitee seeks indemnification from Landlord hereunder, the Tenant Indemnitee shall give prompt notice to Landlord who shall have the right, at its sole option, to participate in or control the defense of such claim at its own expense and through counsel of its own choice. If after such notice Landlord does not so participate, Landlord shall nevertheless be bound by the negligence of results obtained by Tenant or Tenant's contractors, licensees, employees, guests and invitees. It Indemnitee insofar as the claim against Tenant Indemnitee is expressly understood and agreed that none of Landlord's covenants, undertakings and agreements under this Lease are made or intended as personal covenants, undertakings or agreements by Landlord, and any liability for damage or breach or nonperformance by Landlord shall be collectible only out of Landlord's interest in the Building, and no personal liability is assumed by or at any time may be asserted against Landlordconcerned.

Indemnity by Landlord. Subject to the terms of Section 16(a) above, in addition to and without limiting or being limited by any other indemnity in this Lease, but rather in confirmation and furtherance thereof, to the extent not prohibited by law, and excluding matters caused by Tenant or its employees, agents, contractors, consultants, vendors, customers, affiliates, invitees and any other person or entity acting on behalf of Tenant or whose presence in the Project is in connection with Tenant’s business operation at the Project (all of the foregoing, collectively, the “Tenant Parties”), Landlord shall agrees to indemnify, defend and indemnify by counsel reasonably acceptable to Tenant and save hold Tenant and the constituent partners of Tenant, harmless of, from and against any and all claims against Tenant arising losses, damages, liabilities, claims, liens, costs and expenses, including court costs and reasonable attorneys’ fees and expenses, imposed on them in connection with injury to or death of any person, occurring within the common areas of the Building or elsewhere at the Project, or with respect to damage to or theft, loss or loss of the use of property of any person, occurring within the common areas of the Building or elsewhere at the Project, but only to the extent that the foregoing losses, damages, liabilities, claims, liens, costs and expenses arise from (a) or are caused by any breach or default on the nonperformance part of Landlord in the performance of any covenant or agreement on Landlord's the part of Landlord to be performed pursuant to the terms of this Lease, or (b) from any negligent act or negligence of Landlord omission or any willful misconduct of Landlord's agents, contractors, employees, invitees . No persons or licensees (but not including, in any event, entities other tenants than Tenant or its constituent partners shall be deemed third party beneficiaries of the Building and their respective agents, contractors, employees, invitees or licenseesindemnities set forth in this Section 16(d), and from and against all costs, counsel fees, expenses and liabilities incurred in any such claim or in any action or proceeding brought thereon; and in case any action or proceeding be brought against Tenant by reason of any such claim, Landlord, upon notice from Tenant, covenants to resist or defend at Landlord's expense such action or proceeding by counsel reasonably satisfactory to Tenant; provided that the foregoing provision shall not be construed to make Landlord responsible for loss, damage, liability or defense resulting from injuries to third parties to the extent caused by the negligence of Tenant or Tenant's contractors, licensees, employees, guests and invitees. It is expressly understood and agreed that none of Landlord's covenants, undertakings and agreements under this Lease are made or intended as personal covenants, undertakings or agreements by Landlord, and any liability for damage or breach or nonperformance by Landlord shall be collectible only out of Landlord's interest in the Building, and no personal liability is assumed by or at any time may be asserted against Landlord.

Indemnity by Landlord. Landlord shall defend A. Notwithstanding any other provisions in this Lease to the contrary: (i) Landlord, its successors and indemnify assigns agree to indemnify, defend, reimburse and hold harmless: (a) The Tenant Group; and (b) The directors, officers, shareholders, employees, partners, contractors, subcontractors, experts, licensees, affiliates, lessees, mortgagees, trustees, heirs, devises, successors, assigns and save Tenant harmless invitees of such persons from and against any and all claims against Tenant arising from (a) Environmental Damages, for which the nonperformance activities or omissions of the Landlord were a proximate cause or which exist as a result of the breach of any warranty or covenant or agreement on the material inaccuracy of any representation of Landlord contained in this Lease, or by Landlord's part remediation of the Premises or failure to meet its remediation obligations contained in this Lease. (ii) The obligations contained in this Section 2 shall include, but not be performed limited to, the reasonable and necessary burden and expense of defending all claims, suits and administrative proceedings, even if such claims, suits or proceedings are groundless, false or fraudulent, and conducting all negotiations of any description, and paying and discharging, when and as the same become due, any and all judgments, penalties or other sums due against such indemnified persons. Landlord, at its sole expense, may employ additional counsel of its choice to associate with counsel representing Tenant. (iii) Landlord shall have the right but not the obligation to join and participate in, at its own expense, if it so elects, any legal proceedings or actions initiated in connection with Tenant's activities. (iv) The obligations of Landlord in this paragraph shall survive the expiration or termination of this Lease. (v) The obligations of Landlord under this paragraph shall not be affected by any investigation by or on behalf of Tenant, or by any information which Tenant may have or obtain with respect thereto. (vi) In addition to the obligation of Landlord to indemnify Tenant pursuant to this Lease, Landlord shall, upon approval and demand of Tenant, at its sole cost and expense and using contractors approved by Tenant, which approval shall not be unreasonably withheld, promptly take all actions to remediate the terms Premises which are required by any Governmental Agency, or which are reasonably necessary to mitigate Environmental Damages or to allow full economic use of the Premises, which remediation is necessitated from the presence upon, about or beneath the Premises, at any time during or immediately prior to termination of this Lease, of a Hazardous Material or (b) any act a violation of Environmental Requirements for which the activities or negligence omissions of the Landlord or any of Landlord's agentsGroup and/or Co-Tenant Group were a proximate cause. Such actions shall include, contractors, employees, invitees or licensees (but not includingbe limited to, in any event, other tenants the investigation of the Building and their respective agentsenvironmental condition of the Premises, contractorsthe preparation of any feasibility studies, employees, invitees reports or licensees)remedial plans, and from and against all costs, counsel fees, expenses and liabilities incurred in any such claim or in any action or proceeding brought thereon; and in case any action or proceeding be brought against Tenant by reason the performance of any such claimcleanup, Landlordremediation, upon notice from Tenantcontainment, covenants to resist operation, maintenance, monitoring or defend at Landlord's expense such action restoration work, whether on or proceeding off the Premises, which shall be performed in a manner approved by counsel reasonably satisfactory to Tenant; provided that the foregoing provision Tenant which approval shall not be construed unreasonably withheld. Landlord shall take all actions reasonable and practicable to make Landlord responsible for loss, damage, liability or defense resulting from injuries restore the Premises to third parties substantially the condition existing prior to the extent caused by introduction of Hazardous Material upon, about or beneath the negligence of Tenant or Tenant's contractors, licensees, employees, guests and invitees. It is expressly understood and agreed that none of Landlord's covenants, undertakings and agreements under this Lease are made or intended as personal covenants, undertakings or agreements by Landlord, and any liability for damage or breach or nonperformance by Landlord shall be collectible only out of Landlord's interest in the Building, and no personal liability is assumed by or at any time may be asserted against LandlordPremises.

Indemnity by Landlord. Landlord shall indemnify, defend by counsel reasonably acceptable to Tenant, protect and indemnify Tenant and save hold Tenant harmless from and against any and all claims against Tenant claims, liabilities, losses, costs, damages, injuries or expenses, including reasonable attorneys' and consultants' fees and court costs, demands, causes of action, or judgments arising from (a) the nonperformance out of any covenant or agreement on Landlord's part to be performed pursuant relating to the terms of this Lease, negligence or (b) any act or negligence willful misconduct of Landlord or any of Landlord's agents, contractorsemployees or invitees. Notwithstanding the foregoing or anything to the contrary contained in this Lease, employeesLandlord shall in no event be liable to Tenant and Tenant hereby waives all claims against Landlord for any injury or damage to any person or property in or about the Premises, invitees Building or licensees (but not includingProject, in including without limitation the common areas, whether caused by theft, fire, rain or water leakage of any eventcharacter from the roof, walls, plumbing, sprinklers, pipes, basement or any other tenants portion of the Premises, Building and their respective agentsor Project, contractorsor caused by gas, employeesfire, invitees oil or licensees)electricity in, and on or about the Premises, Building or Project, or from and against all costs, counsel fees, expenses and liabilities incurred any other systems except in any such claim or in any action or proceeding brought thereon; and in each case any action or proceeding be brought against Tenant by reason of any such claim, Landlord, upon notice from Tenant, covenants to resist or defend at Landlord's expense such action or proceeding by counsel reasonably satisfactory to Tenant; provided that the foregoing provision shall not be construed to make Landlord responsible for loss, damage, liability or defense resulting from injuries to third parties to the extent caused by the negligence or willful misconduct of Landlord, or by acts of God (including without limitation flood or earthquake), acts of a public enemy, riot, strike, insurrection, war, court order, requisition or order of governmental body or authority or from any other cause whatsoever, or for any damage or inconvenience which may arise through repair, subject to and except as expressly otherwise provided in Paragraph 7.2 or 10.2 of this Lease except to the extent caused directly by the gross negligence or willful misconduct of Landlord. In addition, Landlord shall in no event be liable for (i) injury to Tenant's business or any loss of income or profit therefrom or from consequential damages, or (ii) sums up to the amount of insurance proceeds received by Tenant. The foregoing indemnity by Landlord shall not be applicable to include Tenant's breach of any of its covenants under this Lease claims to the extent primarily arising from the negligence or willful misconduct of Tenant or Tenant's contractors, licensees, employees, guests and inviteesParties. It is expressly understood and agreed that none of Landlord's covenants, undertakings and agreements under this Lease are made or intended as personal covenants, undertakings or agreements by Landlord, and any liability for damage or breach or nonperformance The foregoing indemnity by Landlord shall be collectible only out survive the expiration or earlier termination of Landlord's interest in the Building, and no personal liability is assumed by or at any time may be asserted against Landlordthis Lease.