Common use of Indemnity/Hold Harmless Clause in Contracts

Indemnity/Hold Harmless. Both Tenant and Landlord shall indemnify, protect, defend (at Landlord’s request and with counsel approved by Landlord) and hold each other and both parties’ affiliates and each of their respective partners, directors, officers, shareholders and employees, harmless from and against every demand, claim, cause of action, judgment, costs and expense, including, but not limited to, reasonable attorneys’ fees and disbursements of counsel, whether suit is initiated or not, and all loss and damage arising from any injury, loss or damage to the person or property of Tenant, any other tenant in the Property or to any other person rightfully in the Property, (i) occurring in or about the Premises, or (ii) caused by the negligence or misconduct of Tenant or Landlord, their affiliates or any of their respective employees, representatives, agents or contractors, or (iii) resulting from the violation of any legal requirements or the provisions of this Lease Agreement by Tenant or Landlord, their affiliates or any of their respective employees, representatives, agents or contractors. Tenant’s and Landlord’s indemnity obligations under this Article shall survive the expiration or earlier termination of this Lease Agreement. If any mechanic’s lien is filed against any part of the Property for work, labor or services claimed to have been done for, or materials claimed to have been furnished to, Tenant, such mechanic’s lien shall be discharged by Tenant within ten (10) days thereafter, at Tenant’s sole cost and expense, by the payment thereof or by making any deposit required by law or by posting a bond with such surety, in such amount and in such form as Landlord deems proper. Tenant shall immediately notify Landlord of any mechanic’s lien or other lien filed against the Property or any part thereof by a contractor or subcontractor of Tenant or otherwise by reason of work claimed to have been done for or materials claimed to have been furnished to Tenant. If Tenant fails to remove such lien or post such bond within the ten (10) day period following the filing thereof, Landlord may, at its sole discretion and without waiving its rights and remedies based on such breach by Tenant and without releasing Tenant from any of its obligations, cause such lien to be released by any means it shall deem proper, including payment in satisfaction of the claim giving rise to such lien. Tenant shall, in such event, pay to Landlord at once, upon notice by Landlord, any sum paid by Landlord to remove such lien including reasonable attorneys’ fees, together with interest at the rate of 12% from the date of such payment by Landlord. Landlord shall have the right at all times to post and keep posted on the Premises any notices permitted or required by applicable law, or that Landlord shall deem proper for the protection of Landlord, the Premises, the Property and any other party having an interest therein, from liens. All material suppliers, contractors, artisans, mechanics, laborers and other parties contracting with Tenant for the furnishing of any labor, services, materials, supplies or equipment with respect to any portion of the Premises are hereby charged with notice that they must look solely to Tenant for payment of the same and Tenant’s purchase orders, contracts and subcontracts in connection therewith must clearly state this requirement.

Indemnity/Hold Harmless. Both Tenant and Landlord (a) Sublessor shall not be liable to Sublessee or Sublessee’s employees, agents, invitees, licensees or visitors, or to any other person, for any injury to person, or damage to or loss of property on or about the Subleased Premises or the Building arising from any cause whatsoever, except to the extent caused solely by the gross negligence or willful misconduct of Sublessor. Except to the extent caused solely by the gross negligence or willful misconduct of Sublessor, Sublessee shall indemnify, protect, defend (at Landlord’s request and with counsel approved by Landlord) reasonably acceptable to Sublessor and hold each other harmless Sublessor and both parties’ affiliates and each of their respective partnersSublessor’s shareholders, directors, officers, shareholders and employees, harmless agents, affiliates, successors and assigns (collectively, “Sublessor Indemnitees”) from and against every demand, claim, cause of action, judgment, costs and expense, including, but not limited to, reasonable attorneys’ fees and disbursements of counsel, whether suit is initiated or not, any and all loss and damage Claims caused by or arising from any injury, loss or damage to the person or property of Tenant, any other tenant in the Property or to any other person rightfully in the Property, connection with: (i) occurring in the use or about occupancy of the Subleased Premises, the Building, the Infrastructure Systems and the Personal Property by Sublessee or its employees, contractors, agents, invitees, licensees, permitted sub-sublessees or assignees or permitted sublessees pursuant to Section 32 below; or (ii) caused by the negligence or willful misconduct of Tenant Sublessee or Landlord, their affiliates or any of their respective its employees, representatives, agents or contractors, agents, invitees, licensees or permitted sub-sublessees or assignees; or (iii) resulting from the violation a default or breach of any legal requirements or the provisions of this Lease Agreement by Tenant or Landlord, their affiliates or any of their respective employees, representatives, agents or contractors. TenantSublessee’s and Landlord’s indemnity obligations under this Article Sublease; or (iv) a default or breach of Sublessor’s obligations under the Master Lease to the extent caused by Sublessee’s default or breach of any of its obligations contained in this Sublease; or (v) any negligence, gross negligence or willful misconduct of Sublessee or its agents, employees, contractors, invitees, licensees, permitted sub-sublessees or assignees or permitted sublessees pursuant to Section 32 below in, on or about the Subleased Premises or the Building; or (vi) any failure of Sublessee to surrender the Subleased Premises (or any portion thereof) to Sublessor at the end of the Term hereof (or such sooner date as provided in this Sublease) or otherwise in the condition required hereunder to the extent required pursuant to the terms of this Sublease, or (vii) all Claims for labor or materials furnished or alleged to have been furnished to or for Sublessee at or for use on the Subleased Premises. Sublessee’s indemnification and other covenants provided in this Section 9 shall survive the expiration or earlier termination of this Lease Agreement. If any mechanicSublease. (b) Except to the extent caused solely by the gross negligence or willful misconduct of Sublessee but subject to Sections 3.3 and 3.4 above, Sublessor shall indemnify, protect, defend with counsel reasonably acceptable to Sublessee and hold harmless Sublessee and Sublessee’s lien is filed shareholders, directors, officers, employees, agents, affiliates, successors and assigns (collectively, “Sublessee Indemnitees”) from and against any part and all Claims caused by or arising in connection with: (i) a default or breach of Sublessor’s obligations under the Property Master Lease that is not caused by Sublessee’s default or breach of any of its obligations contained in this Sublease; or (ii) any negligence, gross negligence or willful misconduct of Sublessor or its agents, employees, contractors, invitees, licensees or permitted sub-sublessees or assignees in, on or about the Subleased Premises or the Building; or (iii) all Claims for work, labor or services claimed to have been done for, materials furnished or materials claimed to have been furnished to, Tenant, such mechanic’s lien shall be discharged by Tenant within ten (10) days thereafter, at Tenant’s sole cost and expense, by the payment thereof or by making any deposit required by law or by posting a bond with such surety, in such amount and in such form as Landlord deems proper. Tenant shall immediately notify Landlord of any mechanic’s lien or other lien filed against the Property or any part thereof by a contractor or subcontractor of Tenant or otherwise by reason of work claimed to have been done for or materials claimed alleged to have been furnished to Tenant. If Tenant fails to remove such lien or post such bond within the ten (10) day period following the filing thereof, Landlord may, for Sublessor at its sole discretion and without waiving its rights and remedies based on such breach by Tenant and without releasing Tenant from any of its obligations, cause such lien to be released by any means it shall deem proper, including payment in satisfaction of the claim giving rise to such lien. Tenant shall, in such event, pay to Landlord at once, upon notice by Landlord, any sum paid by Landlord to remove such lien including reasonable attorneys’ fees, together with interest at the rate of 12% from the date of such payment by Landlord. Landlord shall have the right at all times to post and keep posted or for use on the Premises any notices permitted or required by applicable law, or that Landlord shall deem proper for the protection of Landlord, the Subleased Premises, the Property and any other party having an interest therein, from liens. All material suppliers, contractors, artisans, mechanics, laborers Sublessor’s indemnification and other parties contracting with Tenant for covenants provided in this Section 9 shall survive the furnishing expiration or termination of any labor, services, materials, supplies or equipment with respect to any portion of the Premises are hereby charged with notice that they must look solely to Tenant for payment of the same and Tenant’s purchase orders, contracts and subcontracts in connection therewith must clearly state this requirementSublease.

Indemnity/Hold Harmless. Both (a) Landlord shall not be liable to any Tenant and Landlord Party for any injury or damage to person or property caused by any act, omission or negligence of any Tenant Party or any other person entering the Project under the express or implied invitation of Tenant, or arising out of the use of the Leased Premises by Tenant on the conduct of its business thereon, or arising out of any breach or default by Tenant in the performance of any of its obligations under this Lease. (b) Tenant shall indemnify, protectdefend, defend (at Landlord’s request and with counsel approved by Landlord) protect and hold each other harmless all Landlord Parties, Mortgagees and both parties’ affiliates Superior Lessors and each of their respective partners, directorsshareholders, members, officers, shareholders and directors, employees, harmless agents (including managers) (collectively, "Indemnitees") from and against every demand, claim, cause of action, judgment, costs and expense, including, but not limited to, reasonable attorneys’ fees and disbursements of counsel, whether suit is initiated or not, any and all loss and damage Losses, resulting from any claims (i) against the Indemnitees arising from any injuryact, loss omission or negligence of any Tenant Party or any accident, injury or damage to the person or property of Tenant, any other tenant in the Property or to any other person rightfully in the Property, (i) occurring whatsoever in or about the Premises, or Leased Premises (ii) except to the extent caused by or arising out of the negligence or willful misconduct of Tenant or Landlord, their affiliates Landlord's agents or employees or any of their respective employees, representatives, agents the Indemnitees) caused to any Person or contractors, or (iii) resulting from to the violation property of any legal requirements Person and occurring during the Term or during the provisions period of this Lease Agreement by Tenant time, if any, prior to the commencement or Landlord, their affiliates or any of their respective employees, representatives, agents or contractors. Tenant’s and Landlord’s indemnity obligations under this Article shall survive following the expiration or earlier termination of this Lease Agreement. If any mechanic’s lien is filed against any part of the Property for work, labor or services claimed to Term that any Tenant Party may have been done for, or materials claimed to have been furnished to, Tenant, such mechanic’s lien shall be discharged by Tenant within ten (10) days thereafter, at Tenant’s sole cost and expense, by the payment thereof or by making any deposit required by law or by posting a bond with such surety, in such amount and in such form as Landlord deems proper. Tenant shall immediately notify Landlord of any mechanic’s lien or other lien filed against the Property or any part thereof by a contractor or subcontractor of Tenant or otherwise by reason of work claimed to have been done for or materials claimed to have been furnished to Tenant. If Tenant fails to remove such lien or post such bond within the ten (10) day period following the filing thereof, Landlord may, at its sole discretion and without waiving its rights and remedies based on such breach by Tenant and without releasing Tenant from any of its obligations, cause such lien to be released by any means it shall deem proper, including payment in satisfaction of the claim giving rise to such lien. Tenant shall, in such event, pay to Landlord at once, upon notice by Landlord, any sum paid by Landlord to remove such lien including reasonable attorneys’ fees, together with interest at the rate of 12% from the date of such payment by Landlord. Landlord shall have the right at all times to post and keep posted on the Premises any notices permitted or required by applicable law, or that Landlord shall deem proper for the protection of Landlord, the Premises, the Property and any other party having an interest therein, from liens. All material suppliers, contractors, artisans, mechanics, laborers and other parties contracting with Tenant for the furnishing of any labor, services, materials, supplies or equipment with respect given access to any portion of the Leased ' Premises are hereby charged with notice that they must look solely for the purpose of performing work or otherwise, in or about the Leased Premises and (ii) against the Indemnitees resulting from any breach, violation or nonperformance by Tenant of any covenant, condition or agreement of this Lease (including any breach by Tenant of Section 1.07 or Section 1.08). (c) Landlord shall indemnify, defend, protect and hold harmless Tenant and its partners, members, shareholders, directors, officers and employees (collectively, "Tenant Indemnity Parties" from and against any and all Losses, resulting from any claims: (i) against the Tenant Indemnity Parties arising from any act, omission or negligence of any Landlord Party or any accident, injury or damage whatsoever in or about the Project (except to Tenant for payment the extent caused by or arising out of the same willful misconduct or negligence of any Tenant Party) caused to any Person or to the property of any Person and Tenant’s purchase ordersoccurring during the Term; and (ii) against the Tenant Indemnity Parties resulting from any breach, contracts and subcontracts violation or nonperformance by Landlord of any covenant, condition or agreement of this Lease (except that in connection therewith must clearly state this requirementno event shall Landlord be liable for any consequential or other special damages).

Indemnity/Hold Harmless. Both Tenant and Landlord (a) Sublessor shall not be liable to Sublessee or Sublessee’s employees, agents, invitees, licensees or visitors, or to any other person, for any injury to person, or damage to or loss of property on or about the Subleased Premises or the Building arising from any cause whatsoever, except to the extent caused solely by the gross negligence or willful misconduct of Sublessor. Except to the extent caused solely by the gross negligence or willful misconduct of Sublessor, Sublessee shall indemnify, protect, defend (at Landlord’s request and with counsel approved by Landlord) reasonably acceptable to Sublessor and hold each other harmless Sublessor and both parties’ affiliates and each of their respective partnersSublessor’s shareholders, directors, officers, shareholders and employees, harmless agents, affiliates, successors and assigns (collectively, “Sublessor Indemnitees”) from and against every demand, claim, cause of action, judgment, costs and expense, including, but not limited to, reasonable attorneys’ fees and disbursements of counsel, whether suit is initiated or not, any and all loss and damage Claims caused by or arising from any injury, loss or damage to the person or property of Tenant, any other tenant in the Property or to any other person rightfully in the Property, connection with: (i) occurring in the use or about occupancy of the Subleased Premises, the Building, the Infrastructure Systems and the Personal Property by Sublessee or its employees, contractors, agents, invitees, licensees, permitted sub-sublessees or assignees or permitted sublessees pursuant to Section 32 below; or (ii) caused by the negligence or willful misconduct of Tenant Sublessee or Landlord, their affiliates or any of their respective its employees, representatives, agents or contractors, agents, invitees, licensees or permitted sub-sublessees or assignees; or (iii) resulting from the violation a default or breach of any legal requirements or the provisions of this Lease Agreement by Tenant or Landlord, their affiliates or any of their respective employees, representatives, agents or contractors. TenantSublessee’s and Landlord’s indemnity obligations under this Article Sublease; or (iv) a default or breach of Sublessor’s obligations under the Master Lease to the extent caused by Sublessee’s default or breach of any of its obligations contained in this Sublease; or (v) any negligence, gross negligence or willful misconduct of Sublessee or its agents, employees, contractors, invitees, licensees, permitted sub-sublessees or assignees or permitted sublessees pursuant to Section 32 below in, on or about the Subleased Premises or the Building; or (vi) any failure of Sublessee to surrender the Subleased Premises (or any portion thereof) to Sublessor at the end of the Term hereof (or such sooner date as provided in this Sublease) or otherwise in the condition required hereunder to the extent required pursuant to the terms of this Sublease, or (vii) all Claims for labor or materials furnished or alleged to have been furnished to or for Sublessee at or for use on the Subleased Premises. Sublessee’s indemnification and other covenants provided in this Section 9 shall survive the expiration or earlier termination of this Lease Agreement. If any mechanicSublease. (b) Except to the extent caused solely by the gross negligence or willful misconduct of Sublessee but subject to Section 3.4 above, Sublessor shall indemnify, protect, defend with counsel reasonably acceptable to Sublessee and hold harmless Sublessee and Sublessee’s lien is filed shareholders, directors, officers, employees, agents, affiliates, successors and assigns (collectively, “Sublessee Indemnitees”) from and against any part and all Claims caused by or arising in connection with: (i) a default or breach of Sublessor’s obligations under the Property Master Lease that is not caused by Sublessee’s default or breach of any of its obligations contained in this Sublease; or (ii) any negligence, gross negligence or willful misconduct of Sublessor or its agents, employees, contractors, invitees, licensees or permitted sub-sublessees or assignees in, on or about the Subleased Premises or the Building; or (iii) all Claims for work, labor or services claimed to have been done for, materials furnished or materials claimed to have been furnished to, Tenant, such mechanic’s lien shall be discharged by Tenant within ten (10) days thereafter, at Tenant’s sole cost and expense, by the payment thereof or by making any deposit required by law or by posting a bond with such surety, in such amount and in such form as Landlord deems proper. Tenant shall immediately notify Landlord of any mechanic’s lien or other lien filed against the Property or any part thereof by a contractor or subcontractor of Tenant or otherwise by reason of work claimed to have been done for or materials claimed alleged to have been furnished to Tenant. If Tenant fails to remove such lien or post such bond within the ten (10) day period following the filing thereof, Landlord may, for Sublessor at its sole discretion and without waiving its rights and remedies based on such breach by Tenant and without releasing Tenant from any of its obligations, cause such lien to be released by any means it shall deem proper, including payment in satisfaction of the claim giving rise to such lien. Tenant shall, in such event, pay to Landlord at once, upon notice by Landlord, any sum paid by Landlord to remove such lien including reasonable attorneys’ fees, together with interest at the rate of 12% from the date of such payment by Landlord. Landlord shall have the right at all times to post and keep posted or for use on the Premises any notices permitted or required by applicable law, or that Landlord shall deem proper for the protection of Landlord, the Subleased Premises, the Property and any other party having an interest therein, from liens. All material suppliers, contractors, artisans, mechanics, laborers Sublessor’s indemnification and other parties contracting with Tenant for covenants provided in this Section 9 shall survive the furnishing expiration or termination of any labor, services, materials, supplies or equipment with respect to any portion of the Premises are hereby charged with notice that they must look solely to Tenant for payment of the same and Tenant’s purchase orders, contracts and subcontracts in connection therewith must clearly state this requirement.Sublease

Indemnity/Hold Harmless. Both Tenant and Landlord (a) Sublessor shall not be liable to Sublessee or Sublessee’s employees, agents, invitees, licensees or visitors, or to any other person, for any injury to person, or damage to or loss of property on or about the Subleased Premises or the Building arising from any cause whatsoever, except to the extent caused solely by the gross negligence or willful misconduct of Sublessor. Except to the extent caused solely by the gross negligence or willful misconduct of Sublessor, Sublessee shall indemnify, protect, defend (at Landlord’s request and with counsel approved by Landlord) reasonably acceptable to Sublessor and hold each other harmless Sublessor and both parties’ affiliates and each of their respective partnersSublessor’s shareholders, directors, officers, shareholders and employees, harmless agents, affiliates, successors and assigns (collectively, “Sublessor Indemnitees”) from and against every demand, claim, cause of action, judgment, costs and expense, including, but not limited to, reasonable attorneys’ fees and disbursements of counsel, whether suit is initiated or not, any and all loss and damage Claims caused by or arising from any injury, loss or damage to the person or property of Tenant, any other tenant in the Property or to any other person rightfully in the Property, connection with: (i) occurring in the use or about occupancy of the Subleased Premises, the Building, the Hetch-Hetchy Land, the Infrastructure Systems and the Personal Property by Sublessee or its employees, contractors, agents, invitees, licensees, permitted sub-sublessees or assignees or permitted sublessees pursuant to Section 32 below; or (ii) caused by the negligence or willful misconduct of Tenant Sublessee or Landlord, their affiliates or any of their respective its employees, representatives, agents or contractors, agents, invitees, licensees or permitted sub-sublessees or assignees; or (iii) resulting from the violation a default or breach of any legal requirements or the provisions of this Lease Agreement by Tenant or Landlord, their affiliates or any of their respective employees, representatives, agents or contractors. TenantSublessee’s and Landlord’s indemnity obligations under this Article Sublease; or (iv) a default or breach of Sublessor’s obligations under the Master Lease to the extent caused by Sublessee’s default or breach of any of its obligations contained in this Sublease; or (v) any negligence, gross negligence or willful misconduct of Sublessee or its agents, employees, contractors, invitees, licensees, permitted sub-sublessees or assignees or permitted sublessees pursuant to Section 32 below in, on or about the Subleased Premises, the Building or the Hetch-Hetchy Land; or (vi) any failure of Sublessee to surrender the Subleased Premises (or any portion thereof) to Sublessor at the end of the Term hereof (or such sooner date as provided in this Sublease) or otherwise in the condition required hereunder to the extent required pursuant to the terms of this Sublease, or (vii) all Claims for labor or materials furnished or alleged to have been furnished to or for Sublessee at or for use on the Subleased Premises. Sublessee’s indemnification and other covenants provided in this Section 9 shall survive the expiration or earlier termination of this Lease AgreementSublease. (b) Except to the extent caused solely by the gross negligence or willful misconduct of Sublessee but subject to Sections 3.3 and 3.4 above. If any mechanicSublessor shall indemnify, protect, defend with counsel reasonably acceptable to Sublessee and hold harmless Sublessee and Sublessee’s lien is filed shareholders, directors, officers, employees, agents, affiliates, successors and assigns (collectively, “Sublessee Indemnitees”) from and against any part and all Claims caused by or arising in connection with: (i) a default or breach of Sublessor’s obligations under the Property Master Lease that is not caused by Sublessee’s default or breach of any of its obligations contained in this Sublease; or (ii) any negligence, gross negligence or willful misconduct of Sublessor or its agents, employees, contractors, invitees, licensees or permitted sub-sublessees or assignees in, on or about the Subleased Premises, the Building or the Hetch-Hetchy Land; or (iii) all Claims for work, labor or services claimed to have been done for, materials furnished or materials claimed to have been furnished to, Tenant, such mechanic’s lien shall be discharged by Tenant within ten (10) days thereafter, at Tenant’s sole cost and expense, by the payment thereof or by making any deposit required by law or by posting a bond with such surety, in such amount and in such form as Landlord deems proper. Tenant shall immediately notify Landlord of any mechanic’s lien or other lien filed against the Property or any part thereof by a contractor or subcontractor of Tenant or otherwise by reason of work claimed to have been done for or materials claimed alleged to have been furnished to Tenant. If Tenant fails to remove such lien or post such bond within the ten (10) day period following the filing thereof, Landlord may, for Sublessor at its sole discretion and without waiving its rights and remedies based on such breach by Tenant and without releasing Tenant from any of its obligations, cause such lien to be released by any means it shall deem proper, including payment in satisfaction of the claim giving rise to such lien. Tenant shall, in such event, pay to Landlord at once, upon notice by Landlord, any sum paid by Landlord to remove such lien including reasonable attorneys’ fees, together with interest at the rate of 12% from the date of such payment by Landlord. Landlord shall have the right at all times to post and keep posted or for use on the Premises any notices permitted or required by applicable law, or that Landlord shall deem proper for the protection of Landlord, the Subleased Premises, the Property and any other party having an interest therein, from liens. All material suppliers, contractors, artisans, mechanics, laborers Sublessor’s indemnification and other parties contracting with Tenant for covenants provided in this Section 9 shall survive the furnishing expiration or termination of any labor, services, materials, supplies or equipment with respect to any portion of the Premises are hereby charged with notice that they must look solely to Tenant for payment of the same and Tenant’s purchase orders, contracts and subcontracts in connection therewith must clearly state this requirementSublease.