Indemnity; Waiver. (a) Tenant shall indemnify and hold Landlord harmless from any and all demands, claims, causes of action, liabilities, judgments, fines and expenses (including, without limitation, reasonable attorney's fees) incurred or suffered by Landlord by reason of any breach of this Lease (beyond applicable grace and cure periods) by Tenant or Tenant's employees, agents or invitees of any covenant or provision of this Lease. (b) Landlord has no knowledge of any present violations of applicable federal, state, or local laws and regulations, including all laws related to toxic hazardous waste and hereby agrees to indemnify and hold harmless Tenant from liability for any such hazardous waste existing prior to Tenant's occupancy of the Premises. The Tenant shall comply with all applicable federal, state, and local laws and regulations, including but not limited to the Federal Water Pollution Control Act, 33 U.S.C. ss.1251, et seq., the Oil Pollution Act, 33 U.S.C. ss.2701 et seq., the Clean Air Act, 42 U.S.C. ss.7401, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. ss.6901, et seq., and the Comprehensive Environmental Response, Control, and Liability Act, 42 U.S.C. ss.9601, et seq., as subsequently amended. Prior to the date that is thirty (30) days from the date hereof, Landlord agrees, as a material condition of this Lease, to provide Tenant with an environmental assessment of the Premises, in form and substance satisfactory to Tenant, certified by a third-party environmental consultant licensed to practice in the State of Colorado and reasonably acceptable to Tenant, which report shows to Tenant's satisfaction that the Premises are free and clear of Hazardous Materials and the Premises are not in violation of any environmental laws, rules, regulations or enactments (the "Environmental Assessment"). In the event Landlord is unable to timely deliver such report, Tenant shall be entitled to terminate this Lease upon written notice to Landlord delivered no later than July 1, 1999. The Tenant shall indemnify, defend, and hold the Landlord harmless for any violations incurred under any such laws and regulations or for any costs, damages, claims, liabilities, and judgments to the extent arising from past, present, and future acts or omissions of the Tenant in connection with the use and/or occupancy authorized by the Lease or other acts of Tenant or its agents. This indemnification and hold harmless agreement includes, but is not limited to, acts and omissions of the Tenant in connection with the use and/or occupancy authorized by the Lease which result in: (1) violations of the above or any applicable laws and regulations; (2) judgments, claims, or demands assessed against the Landlord; (3) reasonable costs, expenses, and damages incurred by the Landlord; or (4) other releases or threatened releases on or into the land, property, and other interest of the Landlord by solid waste and/or hazardous substance(s). (c) The Tenant's indemnification of the Landlord shall also include any damages to life or property arising from the Tenant's occupancy or use of land, property, and other interest of the Landlord. The Landlord has no duty to inspect leasehold area or to warn of hazards and, if the Landlord does inspect the area, it shall incur no additional duty nor liability for identified or non-identified hazards. This covenant may be enforced by the Landlord in a court of competent jurisdiction. This, and all other Tenant indemnifications of Landlord and Landlord indemnifications of Tenant under this Lease, shall survive the expiration or termination of this Lease. (d) LANDLORD AND TENANT HEREBY MUTUALLY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THEM AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE OR OCCUPANCY OF THE PREMISES, OR ANY CLAIM OF INJURY OR DAMAGE, OTHER THAN CLAIMS FOR PERSONAL INJURY OR DEATH. (e) Binding Arbitration. (i) Any controversy, claim or dispute arising out of or relating to the construction provisions of this Lease (Section 10) or the breach, termination, enforceability or validity thereof, other than claims for personal injury or death, shall be determined exclusively by binding arbitration in Boulder County before three arbitrators. The arbitration shall be governed by the American Arbitration Association under its Commercial Arbitration Rules, provided that at least one member of the panel shall have relevant knowledge of or experience in the commercial real estate industry. (ii) No provision of, nor the exercise of any rights under Section 29(e) shall limit the right of any party: (A) to bring a forcible entry and detainer, unlawful detainer, or eviction or constructive eviction action; (B) to exercise self-help remedies provided for in this Lease or by law; or (C) to request and obtain from a court having jurisdiction before, during or after the pendency of any arbitration, provisional or ancillary remedies and relief including, but not limited to, injunctive or mandatory relief or the appointment of a receiver. The institution and maintenance of an action or judicial proceeding for, or pursuit of, provisional or ancillary remedies or exercise of self-help remedies shall not constitute a waiver of the right of any party hereto, even if such party is the plaintiff, to submit the dispute to arbitration if such party would otherwise have such right. (iii) At any such arbitration proceeding, the arbitrator shall not have the power or authority to award punitive damages to any party. Judgment upon the award rendered may be entered in any court having jurisdiction. (iv) Each of the parties shall, subject to the award of the arbitrators, pay an equal share of the arbitrators' fees. (f) Landlord represents and warrants to Tenant as follows: (i) Neither Landlord nor any of its agents, officers, employees or consultants has any knowledge of any (a) hazardous or toxic materials, wastes or substances ("Hazardous Materials") which are located in or which have been treated, stored, generated or disposed of upon the Premises; or (b) violation of any state, federal or local law enacted for the protection of the environment or the safety of workers at the Premises. (ii) Tenant shall not have any responsibility or obligation for clean-up, remediation, defense or indemnification with respect to any environmental pollution, environmental impairment or Hazardous Materials not caused by Tenant, its suppliers, agents, contractors, employees, invitees, or as a result of Tenant's operations at the Premises.
Appears in 2 contracts
Samples: Lease (Brooks Automation Inc), Lease (Brooks Automation Inc)
Indemnity; Waiver. (a) Tenant shall indemnify and hold Landlord harmless from any and all demands, claims, causes of action, liabilities, judgments, fines and expenses (including, without limitation, reasonable attorney's ’s fees) incurred or suffered by Landlord by reason of any breach of this Lease (beyond applicable grace and cure periods) by Tenant or Tenant's ’s employees, agents or invitees of any covenant or provision of this Lease.
(b) Landlord has no knowledge or notice of any present violations of applicable federal, state, or local laws and regulations, including all laws regulations related to toxic hazardous waste and hereby agrees to indemnify and hold harmless Tenant from liability for any such hazardous waste existing prior to Tenant's occupancy of the PremisesCommencement Date. The Tenant shall comply with all applicable federal, state, and local laws and regulations, including but not limited to the Federal Water Pollution Control Act, 33 U.S.C. ss.1251§1251, et seq., the Oil Pollution ActXxxxxxxxx Xxx, 33 U.S.C. ss.2701 00 X.X.X. §0000 et seq., the Clean Air Act, 42 U.S.C. ss.7401§7401, et seq., the Resource Conservation and Recovery ActXxxxxxxx Xxx, 42 U.S.C. ss.690100 X.X.X. §0000, et seq., and the Comprehensive Environmental Response, Control, and Liability Act, 42 U.S.C. ss.9601§9601, et seq., as subsequently amended. Prior Landlord shall indemnify, defend, and hold Tenant harmless with respect to any hazardous materials or toxic substances on the Premises prior to the date that is thirty (30) days Commencement Date, except for those arising from the date hereof, Landlord agrees, as a material condition acts or omissions of this Lease, to provide Tenant with an environmental assessment of the Premises, in form and substance satisfactory to Tenant, certified by a third-party environmental consultant licensed to practice in the State of Colorado its agents, contractors or invitees and reasonably acceptable to Tenant, which report shows to Tenant's satisfaction that the Premises are free and clear of Hazardous Materials and the Premises are not in violation of any environmental laws, rules, regulations or enactments (the "Environmental Assessment"). In the event Landlord is unable to timely deliver such report, Tenant shall be entitled to terminate this Lease upon written notice to Landlord delivered no later than July 1, 1999. The Tenant shall indemnify, defend, and hold the Landlord harmless for with respect to any violations incurred under any such laws and regulations hazardous materials or for any costs, damages, claims, liabilities, and judgments toxic substances on the Premises subsequent to the extent Commencement Date, except for those arising from past, present, and future acts or omissions of the Tenant in connection with the use and/or occupancy authorized by the Lease or other acts of Tenant or Landlord, its agents. This indemnification and hold harmless agreement includes, but is not limited to, acts and omissions of the Tenant in connection with the use and/or occupancy authorized by the Lease which result in: (1) violations of the above contractors or any applicable laws and regulations; (2) judgments, claims, or demands assessed against the Landlord; (3) reasonable costs, expenses, and damages incurred by the Landlord; or (4) other releases or threatened releases on or into the land, property, and other interest of the Landlord by solid waste and/or hazardous substance(s)invitees.
(c) The Tenant's ’s indemnification of the Landlord shall also include any damages to life or property arising from the Tenant's ’s occupancy or use of land, property, and other interest of the Landlord. The Landlord has no duty to inspect leasehold area the Premises or to warn of hazards and, if the Landlord does inspect the area, it shall incur no additional duty nor liability for identified or non-identified hazards. This covenant may be enforced by the Landlord in a court of competent jurisdiction. This, and all other Tenant indemnifications of Landlord and Landlord indemnifications of Tenant under this Lease, shall survive the expiration or termination of this Lease.
(d) LANDLORD AND TENANT HEREBY MUTUALLY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THEM AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S ’S USE OR OCCUPANCY OF THE PREMISES, OR ANY CLAIM OF INJURY OR DAMAGE, OTHER THAN CLAIMS FOR PERSONAL INJURY OR DEATH.
(e) Binding Arbitration.
(i) Any controversy, claim or dispute arising out of or relating to the construction provisions of this Lease (Section 10) or the breach, termination, enforceability or validity thereof, other than claims for personal injury or death, shall be determined exclusively by binding arbitration in Boulder County before three arbitrators. The arbitration shall be governed by the American Arbitration Association under its Commercial Arbitration Rules, provided that at least one member of the panel shall have relevant knowledge of or experience in the commercial real estate industry.
(ii) No provision of, nor the exercise of any rights under Section 29(e) shall limit the right of any party: (A) to bring a forcible entry and detainer, unlawful detainer, or eviction or constructive eviction action; (B) to exercise self-help remedies provided for in this Lease or by law; or (C) to request and obtain from a court having jurisdiction before, during or after the pendency of any arbitration, provisional or ancillary remedies and relief including, but not limited to, injunctive or mandatory relief or the appointment of a receiver. The institution and maintenance of an action or judicial proceeding for, or pursuit of, provisional or ancillary remedies or exercise of self-help remedies shall not constitute a waiver of the right of any party hereto, even if such party is the plaintiff, to submit the dispute to arbitration if such party would otherwise have such right.
(iii) At any such arbitration proceeding, the arbitrator shall not have the power or authority to award punitive damages to any party. Judgment upon the award rendered may be entered in any court having jurisdiction.
(iv) Each of the parties shall, subject to the award of the arbitrators, pay an equal share of the arbitrators' fees.
(f) Landlord represents and warrants to Tenant as follows:
(i) Neither Landlord nor any of its agents, officers, employees or consultants has any knowledge of any (a) hazardous or toxic materials, wastes or substances ("Hazardous Materials") which are located in or which have been treated, stored, generated or disposed of upon the Premises; or (b) violation of any state, federal or local law enacted for the protection of the environment or the safety of workers at the Premises.
(ii) Tenant shall not have any responsibility or obligation for clean-up, remediation, defense or indemnification with respect to any environmental pollution, environmental impairment or Hazardous Materials not caused by Tenant, its suppliers, agents, contractors, employees, invitees, or as a result of Tenant's operations at the Premises.
Appears in 1 contract
Samples: Lease Agreement
Indemnity; Waiver. (a) Tenant shall indemnify and hold Landlord harmless from any and all demands, claims, causes of action, liabilities, judgments, fines and expenses (including, without limitation, reasonable attorney's fees) incurred or suffered by Landlord by reason of any breach of this Lease (beyond applicable grace and cure periods) by Tenant or Tenant's employees, agents or invitees of any covenant or provision of this Lease.
(b) Landlord has no knowledge of any present violations of applicable federal, state, or local laws and regulations, including all laws related to toxic hazardous waste and hereby agrees to indemnify and hold harmless Tenant from liability for any such hazardous waste existing prior to Tenant's occupancy of the Premises. The Tenant shall comply with all applicable federal, state, and local laws and regulations, including but not limited to the Federal Water Pollution Control Act, 33 U.S.C. ss.1251, et seq., the Oil Pollution Act, 33 U.S.C. ss.2701 et seq., the Clean Air Act, 42 U.S.C. ss.7401, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. ss.6901, et seq., and the Comprehensive Environmental Response, Control, and Liability Act, 42 U.S.C. ss.9601, et seq., as subsequently amended. Prior to the date that is thirty (30) days from the date hereof, Landlord agrees, as a material condition of this Lease, to provide Tenant with an environmental assessment of the Premises, in form and substance satisfactory to Tenant, certified by a third-party environmental consultant licensed to practice in the State of Colorado and reasonably acceptable to Tenant, which report shows to Tenant's satisfaction that the Premises are free and clear of Hazardous Materials and the Premises are not in violation of any environmental laws, rules, regulations or enactments (the "Environmental Assessment"). In the event Landlord is unable to timely deliver such report, Tenant shall be entitled to terminate this Lease upon written notice to Landlord delivered no later than July 1, 1999. The Tenant shall indemnify, defend, and hold the Landlord harmless for any violations incurred under any such laws and regulations or for any costs, damages, claims, liabilities, and judgments to the extent arising from past, present, and future acts or omissions of the Tenant in connection with the use and/or occupancy authorized by the Lease or other acts of Tenant or its agents. This indemnification and hold harmless agreement includes, but is not limited to, acts and omissions of the Tenant in connection with the use and/or occupancy authorized by the Lease which result in: (1) violations of the above or any applicable laws and regulations; (2) judgments, claims, or demands assessed against the Landlord; (3) reasonable costs, expenses, and damages incurred by the Landlord; or (4) other releases or threatened releases on or into the land, property, and other interest of the Landlord by solid waste and/or hazardous substance(s).
(c) The Tenant's indemnification of the Landlord shall also include any damages to life or property arising from the Tenant's occupancy or use of land, property, and other interest of the Landlord. The Landlord has no duty to inspect leasehold area or to warn of hazards and, if the Landlord does inspect the area, it shall incur no additional duty nor liability for identified or non-identified hazards. This covenant may be enforced by the Landlord in a court of competent jurisdiction. This, and all other Tenant indemnifications of Landlord and Landlord indemnifications of Tenant under this Lease, shall survive the expiration or termination of this Lease.
(d) LANDLORD AND TENANT HEREBY MUTUALLY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THEM AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE OR OCCUPANCY OF THE PREMISES, OR ANY CLAIM OF INJURY OR DAMAGE, OTHER THAN CLAIMS FOR PERSONAL INJURY OR DEATH.
(e) Binding Arbitration.
(i) Any controversy, claim or dispute arising out of or relating to the construction provisions of this Lease (Section 10) or the breach, termination, enforceability or validity thereof, other than claims for personal injury or death, shall be determined exclusively by binding arbitration in Boulder County before three arbitrators. The arbitration shall be governed by the American Arbitration Association under its Commercial Arbitration Rules, provided that at least one member of the panel shall have relevant knowledge of or experience in the commercial real estate industry.
(ii) No provision of, nor the exercise of any rights under Section 29(e) shall limit the right of any party: (A) to bring a forcible entry and detainer, unlawful detainer, or eviction or constructive eviction action; (B) to exercise self-help remedies provided for in this Lease or by law; or (C) to request and obtain from a court having jurisdiction before, during or after the pendency of any arbitration, provisional or ancillary remedies and relief including, but not limited to, injunctive or mandatory relief or the appointment of a receiver. The institution and maintenance of an action or judicial proceeding for, or pursuit of, provisional or ancillary remedies or exercise of self-help remedies shall not constitute a waiver of the right of any party hereto, even if such party is the plaintiff, to submit the dispute to arbitration if such party would otherwise have such right.
(iii) At any such arbitration proceeding, the arbitrator shall not have the power or authority to award punitive damages to any party. Judgment upon the award rendered may be entered in any court having jurisdiction.
(iv) Each of the parties shall, subject to the award of the arbitrators, pay an equal share of the arbitrators' fees.
(f) Landlord represents and warrants to Tenant as follows:
(i) Neither Landlord nor any of its agents, officers, employees or consultants has any knowledge of any (a) hazardous or toxic materials, wastes or substances ("Hazardous Materials") which are located in or which have been treated, stored, generated or disposed of upon the Premises; or (b) violation of any state, federal or local law enacted for the protection of the environment or the safety of workers at the Premises.
(ii) Tenant shall not have any responsibility or obligation for clean-up, remediation, defense or indemnification with respect to any environmental pollution, environmental impairment or Hazardous Materials not caused by Tenant, its suppliers, agents, contractors, employees, invitees, or as a result of Tenant's operations at the Premises.
Appears in 1 contract
Samples: Lease (Helix Technology Corp)
