Common use of Landlord Indemnification Clause in Contracts

Landlord Indemnification. With respect to only those Hazardous Substances present on, in or under the Industrial Center as of the date of this Lease (the “Existing Hazardous Substances”), Landlord agrees to indemnify, defend (with counsel reasonably acceptable to Tenant) and hold Tenant harmless from and against any and all claims, judgments, damages, penalties, fines, liabilities, losses, suits, administrative proceedings and costs (including, but not limited to, reasonable attorneys’ and consultant fees and court costs), arising at any time during or after the Term of this Lease, to the extent arising from (1) any of the Existing Hazardous Substances and/or (2) the removal, investigation, monitoring or remediation of any of the Existing Hazardous Substances; provided, however, Landlord shall not indemnify, defend or hold Tenant harmless to the extent (x) Tenant or any of the Tenant Entities contributes to or has contributed to the presence of such Existing Hazardous Substances or Tenant and/or any of the Tenant Entities exacerbates the conditions caused by such Existing Hazardous Substances, or (y) Tenant and/or any of the Tenant Entities allows or permits persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible for, to cause such Existing Hazardous Substances to be present in, on, under, through or about any portion of the Premises, the Building or the Industrial Center, or does not take all reasonably appropriate actions to prevent such persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible from causing the presence of Existing Hazardous Substances in, on, under, through or about any portion of the Premises, the Building or the Industrial Center. Landlord’s obligations under this Paragraph 6.8 shall survive the Expiration Date or earlier termination of this Lease.

Landlord Indemnification. With respect to only those Hazardous Substances present on, in or under the Industrial Center A. Except as of the date of this Lease (the “Existing Hazardous Substances”)otherwise provided for herein, Landlord agrees to indemnifyindemnify and save harmless Tenant, Tenant's successors and assigns, and Tenant's present and future officers, directors, employees, and agents (collectively TENANT INDEMNITEES) against any and all claims, demands, damages, costs, and expenses, arising from the operations of the Landlord in the Building, or from the construction of improvements to any other portion of the Building, or from any breach or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to be performed pursuant to the terms of this Lease, or from any act of negligence of Landlord, its agents, contractors, servants, and employees in or about the Leased Premises and the Building. In case of any action or proceeding brought against Tenant Indemnities by reason of any such claim, upon Notice from Tenant, Landlord covenants to defend (with counsel reasonably acceptable such action or proceeding by counsel, competent in the Tenant's reasonable judgement. To the extent not expressly prohibited by law, Landlord releases Tenant Indemnitees, from, and waives all claims to damages to person or property, sustained by the Landlord and/or the Building resulting directly or indirectly from fire or other casualty, because of existing or future conditions, defects, matters or things in the Leased Premises or any part thereof; or from any equipment or appurtenances therein or from any accident in or about the Leased Premises or from any act by any of Tenant) 's employees, agents or servants, EXCEPT in the event the damages are caused by the negligence or wrongful intentional acts of the Tenant Indemnitees. B. Landlord agrees to indemnify and hold save harmless Tenant harmless Indemnitees from and against any and all claims, judgments, damagesliabilities, penalties, fines, liabilitiesforfeitures, demands, damages, losses, claims, causes of action, suits, administrative proceedings judgements, and costs and expenses incidental thereto (includingincluding cost of defense, but not limited tosettlement, reasonable attorneys’ ' fees, reasonable consultant fees, and consultant fees and court costsreasonable expert fees), arising at any time during which Tenant Indemnities may hereafter suffer or after the Term of this Leaseincur, to the extent arising from (1) any of the Existing Hazardous Substances and/or (2) the removal, investigation, monitoring be responsible for or remediation disburse as a result of any of the Existing Hazardous Substances; provided, however, Landlord shall not indemnify, defend liabilities directly or hold Tenant harmless to the extent (x) Tenant or any of the Tenant Entities contributes to or has contributed to the presence of such Existing Hazardous Substances or Tenant and/or any of the Tenant Entities exacerbates the conditions indirectly caused by such Existing or arising out of any Hazardous Substances, or (y) Tenant and/or any of the Tenant Entities allows or permits persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible for, to cause such Existing Hazardous Substances to be present in, on, under, through Materials existing on or about any portion of the Leased Premises, the Building or and/or the Industrial CenterSite, or does not take all reasonably appropriate actions but only to prevent the extent that any such persons over which Tenant or any of existence is caused by Landlord's activities on the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible from causing the presence of Existing Hazardous Substances in, on, under, through or about any portion of the Leased Premises, the Building or and/or the Industrial CenterSite. Landlord’s obligations under this Paragraph 6.8 This provision shall survive the Expiration Date or earlier termination of this the Lease.

Landlord Indemnification. With respect to only those Hazardous Substances present on, in or under the Industrial Center as of the date of this Lease (the “Existing Hazardous Substances”), Landlord agrees to indemnify, defend (with counsel reasonably acceptable to Tenant) and hold Tenant harmless from and against any and all claims, judgments, damages, penalties, fines, liabilities, losses, suits, administrative proceedings and costs (including, but not limited to, reasonable attorneys’ and consultant fees and court costs), arising at any time during or after the Term of this Lease, to the extent arising from (1) any of the Existing Hazardous Substances and/or (2) the removal, investigation, monitoring or remediation of any of the Existing Hazardous Substances; provided, however, Landlord shall not indemnify, defend or hold Tenant harmless to the extent (x) Tenant or any of the Tenant Entities contributes to or has contributed to the presence of such Existing Hazardous Substances or Tenant and/or any of the Tenant Entities exacerbates the conditions caused by such Existing Hazardous Substances, or (y) Tenant and/or any of the Tenant Entities allows or permits persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible for, to cause such Existing Hazardous Substances to be present in, on, under, through or about any portion of the Premises, the Building or the Industrial Center, or does not take all reasonably appropriate actions to prevent such persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible from causing the presence of Existing Hazardous Substances in, on, under, through or about any portion of the Premises, the Building or the Industrial Center. Landlord’s obligations under this Paragraph 6.8 shall survive the Expiration Date or earlier termination of this Lease.” g. In Paragraph 6.4, the following shall be added in the fifth (5th) line after the term “Applicable Requirements”: “; provided, however, Tenant shall have the right to have a representative present during such inspections and such inspections shall occur upon not less than 48 hours notice during normal business hours. It is further agreed that Landlord shall have the right to use any and all means Landlord deems necessary to enter the Premises in an emergency and in the case of emergency advance notice shall not be required, provided that Landlord agrees to use its commercially reasonable efforts to contact Tenant’s 24/7 security number (650-269-8434) to notify Tenant of the emergency. Landlord shall use commercially reasonable efforts to minimize any interference with Tenant’s business operations during any entry into the Premises.” h. In Paragraph 6.6, the term “reasonable” shall be added in the tenth (10th) line between the term “limitation,” and “attorneys’.” i. In Paragraph 7.2, (i) the phrase “floors and of the” shall be added in the fourth (4th) line thereof between the phrase “structure of the” and “exterior walls,” and (ii) the following shall be inserted after the phrase “outside of the Premises” in the sixth (6th) line thereof: “(including, without limitation, fire protection services and plumbing, mechanical (including HVAC) and electrical systems serving the Building but excluding the plumbing, mechanical and electrical systems exclusively serving the Premises), and the parking areas, pavement, landscaping, sprinkler systems, sidewalks, driveways, curbs and lighting systems in the Common Areas.” j. In Subparagraph 8.2(d), the phrase “or material change” shall be deleted. k. In Paragraph 8.5, the following shall be inserted at the beginning of such paragraph: “Except to the extent caused by the gross active or gross passive negligence or willful misconduct of Landlord or any Landlord Entity,”. Also the term “reasonable” shall be added in the second (2nd) line of such Paragraph 8.5, between the term “and” and “attorneys’.” l. In Paragraph 8.6, the phrase “or any Landlord Entity” shall be added in the second (2nd) line of such Paragraph 8.6, between the term “Landlord,” and “neither.” m. Paragraph 9.1 of the Lease is hereby deleted and the following substituted therefor:

Landlord Indemnification. With respect to only those Hazardous Substances present onLandlord hereby indemnifies, in or under the Industrial Center as of the date of this Lease defends, and holds Tenant and Tenant Parties (the herein collectively, “Existing Hazardous SubstancesTenant Indemnified Parties”), Landlord agrees to indemnify, defend (with counsel reasonably acceptable to Tenant) and hold Tenant harmless from and against any and all Tenant Losses (defined below) actually suffered or incurred by Tenant or any Tenant Indemnified Parties arising from or in connection with any or all of: (a) any act, omission or negligence of any or all of Landlord and Landlord’s Indemnified Parties; (b) any accident, injury or damage whatsoever (unless caused by Tenant negligence) occurring within the Building or Common Areas and caused by any or all of Landlord and Landlord Indemnified Parties; (c) any breach by Landlord of any of its warranties and representations under this Lease; (d) any violation or alleged violation by any or all of Landlord and Landlord Indemnified Parties of any Law including, without limitation, any Environmental Law; (e) claims for work or labor performed or materials supplies furnished to or at the request of any or all of Landlord and Landlord Indemnified Parties; (f) any Hazardous Materials used, exposed, emitted, released, discharged, generated, manufactured, sold, transported, handled, stored, treated, reused, presented, disposed of or recycled in, at, near or under all or any portion of the Property by any or all of Landlord and Landlord Indemnified Parties; and (g) the violation of any Environmental Law or any permit, application or consent required in connection with any Environmental Law by any or all of Landlord and Landlord Indemnified Parties with respect to the Property during the Term, excluding, however, any violation of any Environmental Law resulting directly from the acts or omissions of Tenant and Tenant Parties (collectively, “Landlord’s Indemnified Matters”). In case any action or proceeding is brought against any or all of Tenant and Tenant Parties by reason of any of Landlord’s Indemnified Matters, Landlord, upon notice from any or all of Tenant and Tenant Parties, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant. The term “Tenant Losses” shall mean all claims, demands, expenses, actions, judgments, damagesdamages (actual, but not consequential), penalties, fines, liabilities, losseslosses of every kind and nature (including, without limitation, property damage, diminution in value of Tenant interest in the Premises, damages for the loss or restriction on use of any space or amenity within the Premises or the Property, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any person), suits, administrative proceedings proceedings, costs and costs (fees, including, but not limited towithout limitation, reasonable attorneys’ and consultant consultants’ reasonable fees and court costs)expenses, arising at and the costs of cleanup, remediation, removal and restoration, that are in any time during way related to any matter covered by the foregoing indemnity or after Landlord’s indemnity as outlined in Section 9.1 and 9.2, Notwithstanding anything to the Term of contrary set forth in this Lease, however, in all events and under all circumstances, the liability of Landlord to Tenant shall be limited to the extent arising from (1) any interest of Landlord in the Existing Hazardous Substances and/or (2) Property, and Tenant agrees to look solely to Landlord’s interest in the removal, investigation, monitoring or remediation Property for the recovery of any of the Existing Hazardous Substances; providedjudgment or award against Landlord, however, it being intended that Landlord shall not indemnify, defend be personally liable for any judgment or hold Tenant harmless to the extent (x) Tenant or any deficiency. The provisions of the Tenant Entities contributes to or has contributed to the presence of such Existing Hazardous Substances or Tenant and/or any of the Tenant Entities exacerbates the conditions caused by such Existing Hazardous Substances, or (y) Tenant and/or any of the Tenant Entities allows or permits persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible for, to cause such Existing Hazardous Substances to be present in, on, under, through or about any portion of the Premises, the Building or the Industrial Center, or does not take all reasonably appropriate actions to prevent such persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible from causing the presence of Existing Hazardous Substances in, on, under, through or about any portion of the Premises, the Building or the Industrial Center. Landlord’s obligations under this Paragraph 6.8 Section 17.2.2 shall survive the Expiration Date expiration or earlier termination of this Lease.

Landlord Indemnification. With respect Subject to only those Hazardous Substances present onthe provisions of Section 13.13, in to the maximum extent this agreement is effective according to law and to the extent not resulting from any act, omission, fault, negligence or under the Industrial Center as misconduct of the date of this Lease (the “Existing Hazardous Substances”)Tenant or its contractors, agents, licensees, invitees, servants or employees, Landlord agrees to indemnify, defend (with counsel reasonably acceptable to first approved by Tenant (counsel appointed by Landlord’s insurance carrier shall be deemed approved by Tenant and for any other circumstances such approval shall not be unreasonably withheld or delayed) indemnify and save harmless Tenant and Tenant’s beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees (collectively, the “Tenant Parties”) and hold Tenant harmless from and against any claim arising from any injury to any person occurring in the Premises, in the Building or elsewhere at Atlantic Wharf from and all claims, judgments, damages, penalties, fines, liabilities, losses, suits, administrative proceedings and costs (including, but not limited to, reasonable attorneys’ and consultant fees and court costs), arising at any time during or after the Term date that Landlord commences construction of this Leasethe Landlord’s Work and until the expiration or earlier termination of the Lease Term, to the extent arising such injury results from (1) the negligence or willful misconduct of Landlord or Landlord’s agents, employees or contractors provided, however that in no event shall the aforesaid indemnity render Landlord responsible or liable for any loss or damage to fixtures or personal property of Tenant and Landlord shall in no event be liable for any indirect or consequential damages; and provided, further, that the Existing Hazardous Substances and/or (2) provisions of this Section 13.13 shall not be applicable to the removal, investigation, monitoring or remediation holder of any mortgage now or hereafter on the Building or Atlantic Wharf (whether or not such holder shall be a mortgagee in possession of or shall have exercised any rights under a conditional, collateral or other assignment of leases and/or rents respecting, the Existing Hazardous Substances; provided, however, Landlord shall not indemnify, defend or hold Tenant harmless Building and/or Atlantic Wharf) except to the extent (x) Tenant or any of the Tenant Entities contributes to or has contributed to the presence of such Existing Hazardous Substances or Tenant and/or any of the Tenant Entities exacerbates the conditions caused otherwise agreed by such Existing Hazardous Substancesholder in any Subordination, or (y) Non-Disturbance and Attornment Agreement by and between Tenant and/or any of the Tenant Entities allows or permits persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible for, to cause and such Existing Hazardous Substances to be present in, on, under, through or about any portion of the Premises, the Building or the Industrial Center, or does not take all reasonably appropriate actions to prevent such persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible from causing the presence of Existing Hazardous Substances in, on, under, through or about any portion of the Premises, the Building or the Industrial Center. Landlord’s obligations under this Paragraph 6.8 shall survive the Expiration Date or earlier termination of this Leaseholder.

Landlord Indemnification. With respect to only those Hazardous Substances present on, in or under the Industrial Center as of the date of this Lease (the “Existing Hazardous Substances”), Landlord agrees to shall indemnify, defend (with legal counsel reasonably reasonable acceptable to Tenant) and hold Tenant and Tenant's officers, directors, partners, employees, agents, attorneys, successors and assigns (collectively, "Tenant's Indemnitees") free and harmless from and against any and all claims, judgments, damages, penalties, fines, liabilities, losses, suits, administrative proceedings and costs (including, but not limited to, reasonable attorneys’ and consultant fees and court costs), arising at any time during or after the Term of this Lease, Claims to the extent arising or resulting in whole or in part from (1) any the presence or discharge of the Existing Hazardous Substances and/or (2) the removal, investigation, monitoring or remediation of any of the Existing Hazardous Substances; provided, however, Landlord shall not indemnify, defend or hold Tenant harmless Materials to the extent (x) Tenant or any such Hazardous Materials are in excess of legally permissible amounts under the Tenant Entities contributes to or has contributed to the presence of such Existing Hazardous Substances or Tenant and/or any of the Tenant Entities exacerbates the conditions caused Materials Laws by such Existing Hazardous SubstancesLandlord, or (y) Tenant and/or any of the Tenant Entities allows its employees, agents or permits persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible for, to cause such Existing Hazardous Substances to be present contractors in, on, under, through upon or about for the Premises and/or the Expansion Land or the Improvements thereon or from the transportation or disposal of Hazardous Materials by Landlord or its employees, agents, or contractors. Landlord's obligations hereunder shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any portion required or necessary repairs, clean-up or detoxification or decontamination of the Premises, Premises and/or the Building Expansion Land or the Industrial CenterImprovements, or does not take all reasonably appropriate actions to prevent such persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible from causing and the presence and implementation of Existing Hazardous Substances inany closure, onremedial action or other required plans in connection therewith, under, through or about any portion of the Premises, the Building or the Industrial Center. Landlord’s obligations under this Paragraph 6.8 and shall survive the Expiration Date expiration of or earlier early termination of the term of this LeaseLease and any costs and fees incurred in the enforcement of the indemnity action. In addition, with respect to any Hazardous Materials that are in excess of the legally permissible amounts under the Hazardous Materials Laws that were on the Land and/or the Expansion Land at the time that the Phase 1 Reports were issued and which were not disclosed by the Phase 1 Reports ("Pre- existing Hazardous Materials"), Landlord agrees to remediate such Pre- existing Hazardous Materials if, as and when required by a governmental agency to the extent required by such governmental agency. Landlord further agrees to indemnify and hold Tenant harmless from any fines, penalties or other fees imposed against Tenant by such governmental agency as a result of such Pre-exiting Hazardous Materials. Notwithstanding the foregoing, nothing in this Section 5.7 shall be deemed to impose any obligation or liability on Landlord for remediation, indemnification or payment of any fines, penalties or other fees if the same would not have been imposed but for some act or omission of Tenant.

Landlord Indemnification. With respect to only those Hazardous Substances present on, in or under the Industrial Center as of the date of this Lease (the “Existing Hazardous Substances”), Landlord agrees to indemnify, defend (with counsel reasonably acceptable to Tenant) and hold Tenant harmless from and against any and all claims, judgments, damages, penalties, fines, liabilities, losses, suits, administrative proceedings and costs (including, but not limited to, reasonable attorneys’ and consultant fees and court costs), arising at any time during or after the Term of this Lease, to the extent arising from (1) any of the Existing Hazardous Substances and/or (2) the removal, investigation, monitoring or remediation of any of the Existing Hazardous Substances; provided, however, Landlord shall not indemnify, defend or hold Tenant harmless to the extent (x) Tenant or any of the Tenant Entities contributes to or has contributed to the presence of such Existing Hazardous Substances or Tenant and/or any of the Tenant Entities exacerbates the conditions caused by such Existing Hazardous Substances, or (y) Tenant and/or any of the Tenant Entities allows or permits persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible for, to cause such Existing Hazardous Substances to be present in, on, under, through or about any portion of the Premises, the Building or the Industrial Center, or does not take all reasonably appropriate actions to prevent such persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible from causing the presence of Existing Hazardous Substances in, on, under, through or about any portion of the Premises, the Building or the Industrial Center. Landlord’s obligations under this Paragraph 6.8 shall survive the Expiration Date or earlier termination of this Lease.” g. In Paragraph 6.4, the following shall be added in the fifth (5th) line after the term “Applicable Requirements”: “; provided, however, Tenant shall have the right to have a representative present during such inspections and such inspections shall occur upon not less than 48 hours notice during normal business hours. It is further agreed that Landlord shall have the right to use any and all means Landlord deems necessary to enter the Premises in an emergency and in the case of emergency advance notice shall not be required, provided that Landlord agrees to use its commercially reasonable efforts to contact Tenant’s 24/7 security number (650-269-8434) to notify Tenant of the emergency. Landlord shall use commercially reasonable efforts to minimize any interference with Tenant’s business operations during any entry into the Premises.” h. In Paragraph 6.6, the term “reasonable” shall be added in the tenth (10th) line between the term “limitation,” and “attorneys’.” i. In Paragraph 7.2, (i) the phrase “floors and of the” shall be added in the fourth (4th) line thereof between the phrase “structure of the” and “exterior walls,” and (ii) the following shall be inserted after the phrase “outside of the Premises” in the sixth (6th) line thereof: “(including, without limitation, fire protection services and plumbing, mechanical (including HVAC) and electrical systems serving the Building but excluding the plumbing, mechanical and electrical systems exclusively serving the Premises), and the parking areas, pavement, landscaping, sprinkler systems, sidewalks, driveways, curbs and lighting systems in the Common Areas.” j. In Paragraph 8.5, the following shall be inserted at the beginning of such paragraph: “Except to the extent caused by the gross active or gross passive negligence or willful misconduct of Landlord or any Landlord Entity,”. Also the term “reasonable” shall be added in the second (2nd) line of such Paragraph 8.5, between the term “and” and “attorneys’.” k. In Paragraph 8.6, the phrase “or any Landlord Entity” shall be added in the second (2nd) line of such Paragraph 8.6, between the term “Landlord,” and “neither.” l. Paragraph 9.1 of the Lease is hereby deleted and the following substituted therefor:

Landlord Indemnification. With respect to only those Hazardous Substances present on, in or under the Industrial Business Center as of the date of this Lease (the “Existing Hazardous Substances”), Landlord agrees to indemnify, defend (with counsel reasonably acceptable to Tenant) and hold Tenant harmless from and against any and all claims, judgments, damages, penalties, fines, liabilities, losses, suits, administrative proceedings and costs (including, but not limited to, reasonable attorneys’ and consultant fees and court costs), arising at any time during or after the Term of this Lease, to the extent arising from (1) any of the Existing Hazardous Substances and/or (2) the removal, investigation, monitoring or remediation of any of the Existing Hazardous Substances; provided, however, Landlord shall not indemnify, defend or hold Tenant harmless to the extent (x) Tenant or any of the Tenant Entities contributes to or has contributed to the presence of such Existing Hazardous Substances or Tenant and/or any of the Tenant Entities exacerbates the conditions caused by such Existing Hazardous Substances, or (y) Tenant and/or any of the Tenant Entities allows or permits persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible for, to cause such Existing Hazardous Substances to be present in, on, under, through or about any portion of the Premises, the Building or the Industrial Business Center, or does not take all reasonably appropriate actions to prevent such persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible from causing the presence of Existing Hazardous Substances in, on, under, through or about any portion of the Premises, the Building or the Industrial Business Center. Tenant shall provide Landlord with prompt, detailed written notice of each claim against Tenant for which Tenant will seek indemnity from Landlord and shall fully cooperate with Landlord in the defense and/or settlement of each such claim if requested by Landlord’s obligations under . The provisions of this Paragraph 6.8 shall 6.6 shall, with respect to any claims or liability accruing prior to such termination, survive the Expiration Date or earlier termination of this Lease.

Landlord Indemnification. With respect Subject to only those Hazardous Substances present on, in or under the Industrial Center as provisions of the date of this Lease (the “Existing Hazardous Substances”)Section 12.04, Landlord agrees to indemnify, defend (with counsel reasonably acceptable to Tenant) shall indemnify and hold Tenant and its officers, directors, members, partners, beneficial owners and agents (collectively, the “Tenant Entities”) harmless from and against any and all loss, claims, judgments, damages, penalties, fines, liabilities, losses, suits, administrative proceedings and liability or costs (includingincluding court costs and reasonable engineers’, but not limited to, reasonable architects’ and attorneys’ and consultant fees and court costs)disbursements) which may be imposed upon, arising at any time during suffered or after the Term incurred by reason of this Lease, to the extent arising from (1a) any negligence or willful misconduct or failure to act where there is a duty to do so of Landlord or any Indemnified Party occurring at the Real Property, (b) the conduct or management of the Existing Hazardous Substances and/or (2) the removal, investigation, monitoring or remediation common areas of any of the Existing Hazardous Substances; provided, however, Landlord shall not indemnify, defend or hold Tenant harmless to the extent (x) Tenant or any of the Tenant Entities contributes to or has contributed to the presence of such Existing Hazardous Substances or Tenant and/or any of the Tenant Entities exacerbates the conditions caused by such Existing Hazardous Substances, or (y) Tenant and/or any of the Tenant Entities allows or permits persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible for, to cause such Existing Hazardous Substances to be present in, on, under, through or about any portion of the Premises, the Building or the Industrial Centerof any business therein, or does not take all reasonably appropriate actions to prevent such persons over which Tenant any work or thing done, or any condition created, in or about the common areas of the Tenant Entities has control and/or for which Tenant or Building and (c) any default by Landlord in the performance of the Tenant Entities are legally responsible from causing the presence of Existing Hazardous Substances in, on, under, through or about any portion of the Premises, the Building or the Industrial Center. Landlord’s obligations under this Paragraph 6.8 Lease; provided, that the foregoing indemnity shall survive not apply to the Expiration Date extent such claim results from the negligence or earlier termination willful misconduct of any Tenant Entities. If any claim, action or proceeding is brought against any Tenant Entities for a matter covered by any applicable indemnity by Landlord set forth in this Lease, then, (i) after demand by such Tenant Entity, Landlord, at its sole cost and expense, shall resist or defend such claim, action or proceeding in such Tenant Entity’s name, if necessary, by the attorneys for Landlord’s insurance carrier (if such claim, action or proceeding is covered by insurance) or otherwise by such attorneys as Landlord shall select, subject to the approval of such Tenant Entity (not to be unreasonably withheld, conditioned or delayed), (ii) Tenant shall reasonably cooperate (and shall cause the Tenant Entity to reasonably cooperate) at Landlord’s expense in the defense of such claim, and (iii) Landlord shall have the right to settle such claim without the consent of Tenant only if such settlement involves no admission of guilt or liability by any Tenant Entity and each Tenant Entity and their respective insurance carriers would be relieved of all liability in connection therewith. The foregoing notwithstanding, each Tenant Entity may engage its own attorneys to defend it or to assist in its defense provided, that in such Tenant Entity’s reasonable opinion, a conflict of interest would exist, with respect to such Tenant Entity, for the attorneys for Landlord’s insurance company or for such other attorneys as were selected by Landlord, in which event Landlord shall be required to pay the reasonable fees and disbursements of the attorneys of such Tenant Entity within 30 days after demand.

Landlord Indemnification. With respect to only those Hazardous Substances present on, in or under the Industrial Center R&D Park as of the date of this Lease (the “Existing Hazardous Substances”), Landlord agrees to indemnify, defend (with counsel reasonably acceptable to Tenant) and hold Tenant harmless from and against any and all claims, judgments, damages, penalties, fines, liabilities, losses, suits, administrative proceedings and costs (including, but not limited to, reasonable attorneys’ and consultant fees and court costs), arising at any time during or after the Term of this Lease, to the extent arising from (1) any of the Existing Hazardous Substances and/or (2) the removal, investigation, monitoring or remediation of any of the Existing Hazardous Substances; provided, however, Landlord shall not indemnify, defend or hold Tenant harmless to the extent (x) Tenant or any of the Tenant Entities contributes to or has contributed to the presence of such Existing Hazardous Substances or Tenant and/or any of the Tenant Entities exacerbates the conditions caused by such Existing Hazardous Substances, or (y) Tenant and/or any of the Tenant Entities allows or permits persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible for, to cause such Existing Hazardous Substances to be present in, on, under, through or about any portion of the Premises, the Building or the Industrial CenterR&D Park, or does not take all reasonably appropriate actions to prevent such persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible from causing the presence of Existing Hazardous Substances in, on, under, through or about any portion of the Premises, the Building or the Industrial Center. Landlord’s obligations under this Paragraph 6.8 shall survive the Expiration Date or earlier termination of this LeaseR&D Park.

Landlord Indemnification. With respect to only those Hazardous Substances present onLandlord agrees that it will indemnify and hold and save Tenant and its agents and employees whole and harmless of, in from, and against (a) all fines, suits, losses, costs, liabilities, claims, demands, actions, and judgments of every kind and character by reason of any breach, violation, or nonperformance of any term, provision, covenant, agreement, or condition on the part of Landlord under the Industrial Center as of the date of this Lease and (the “Existing Hazardous Substances”), Landlord agrees to indemnify, defend (with counsel reasonably acceptable to Tenantb) and hold Tenant harmless from and against any and all claims, judgmentsdemands, actions, damages, penaltieslosses, finescosts, liabilities, lossesexpenses and judgments suffered by, suitsrecovered from, administrative proceedings and costs (includingor asserted against Tenant or any of such indemnitees on account of injury to person or damage to the property of parties other than Landlord or Tenant occurring anywhere in or about the Building other than the Premises, but not limited to the extent that any such damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, by the negligence or willful misconduct of Landlord, its beneficiary, the partners of such beneficiary or any of their respective duly authorized agents or employees, or when any such injury or damage is the result, proximate or remote, of the violation by Landlord, its beneficiary, the partners of such beneficiary or any of their respective duly authorized agents or employees of any law, ordinance, or governmental order of any kind. Such indemnification of Tenant by Landlord shall be effective only to the extent that Tenant's indemnification of Landlord pursuant to Paragraph 11.3 is not effective. Landlord covenants and agrees that in case Tenant or any of such indemnitees shall be made a party to any litigation with respect to which Landlord has agreed to indemnify Tenant and such other indemnitees hereunder, then Landlord shall and will pay all reasonable costs and expenses, including reasonable attorneys’ and consultant ' fees and court costs), arising at incurred by Tenant or such indemnitees by virtue of any time during or after the Term of this Leasesuch litigation, to the extent arising from (1) any of the Existing Hazardous Substances and/or (2) the removal, investigation, monitoring or remediation of any of the Existing Hazardous Substances; provided, however, Landlord shall not indemnify, defend or hold Tenant harmless to the extent (x) Tenant or any of the Tenant Entities contributes to or has contributed to the presence of such Existing Hazardous Substances or Tenant and/or any of the Tenant Entities exacerbates the conditions caused contemplated by such Existing Hazardous Substancesindemnification, or (y) Tenant and/or any and the amount of the Tenant Entities allows or permits persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible forall such costs and expenses, including reasonable attorneys' fees and court costs, shall be a demand obligation owing by Landlord to cause such Existing Hazardous Substances to be present in, on, under, through or about any portion of the Premises, the Building or the Industrial Center, or does not take all reasonably appropriate actions to prevent such persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible from causing the presence of Existing Hazardous Substances in, on, under, through or about any portion of the Premises, the Building or the Industrial Center. Landlord’s obligations under this Paragraph 6.8 shall survive the Expiration Date or earlier termination of this LeaseTenant.

Landlord Indemnification. With respect to only those Hazardous Substances present on, in or under the Industrial Center as of the date of this Lease (the “Existing Hazardous Substances”), Landlord agrees to shall indemnify, defend (with legal counsel reasonably reasonable acceptable to Tenant) and hold Tenant and Tenant's officers, directors, partners, employees, agents, attorneys, successors and assigns (collectively, "Tenant's Indemnitees") free and harmless from and against any and all claims, judgments, damages, penalties, fines, liabilities, losses, suits, administrative proceedings and costs (including, but not limited to, reasonable attorneys’ and consultant fees and court costs), arising at any time during or after the Term of this Lease, Claims to the extent arising or resulting in whole or in part from (1) any the presence or discharge of the Existing Hazardous Substances and/or (2) the removal, investigation, monitoring or remediation of any of the Existing Hazardous Substances; provided, however, Landlord shall not indemnify, defend or hold Tenant harmless Materials to the extent (x) Tenant or any such Hazardous Materials are in excess of legally permissible amounts under the Tenant Entities contributes to or has contributed to the presence of such Existing Hazardous Substances or Tenant and/or any of the Tenant Entities exacerbates the conditions caused Materials Laws by such Existing Hazardous SubstancesLandlord, or (y) Tenant and/or any of the Tenant Entities allows its employees, agents or permits persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible for, to cause such Existing Hazardous Substances to be present contractors in, on, under, through upon or about for the Premises and/or the Expansion Land or the Improvements thereon or from the transportation or disposal of Hazardous Materials by Landlord or its employees, agents, or contractors. Landlord's obligations hereunder shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any portion required or necessary repairs, clean-up or detoxification or decontamination of the Premises, Premises and/or the Building Expansion Land or the Industrial CenterImprovements, or does not take all reasonably appropriate actions to prevent such persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible from causing and the presence and implementation of Existing Hazardous Substances inany closure, onremedial action or other required plans in connection therewith, under, through or about any portion of the Premises, the Building or the Industrial Center. Landlord’s obligations under this Paragraph 6.8 and shall survive the Expiration Date expiration of or earlier early termination of the term of this LeaseLease and any costs and fees incurred in the enforcement of the indemnity action. In addition, with respect to any Hazardous Materials that are in excess of the legally permissible amounts under the Hazardous Materials Laws that were on the Land and/or the Expansion Land at the time that the Phase 1 Reports were issued and which were not disclosed by the Phase 1 Reports ("Pre-existing Hazardous Materials"), Landlord agrees to remediate such Pre-existing Hazardous Materials if, as and when required by a governmental agency to the extent required by such governmental agency. Landlord further agrees to indemnify and hold Tenant harmless from any fines, penalties or other fees imposed against Tenant by such governmental agency as a result of such Pre-exiting Hazardous Materials. Notwithstanding the foregoing, nothing in this Section 5.7 shall be deemed to impose any obligation or liability on Landlord for remediation, indemnification or payment of any fines, penalties or other fees if the same would not have been imposed but for some act or omission of Tenant.

Landlord Indemnification. With respect to only those Hazardous Substances present on, in or under the Industrial Center as of the date of this Lease (the “Existing Hazardous Substances”), Landlord agrees to shall indemnify, defend (with counsel reasonably acceptable to Tenant) and hold harmless Tenant harmless and any officer, director or shareholder of Tenant, and their respective affiliates, employees and agents (collectively, the “Tenant Indemnified Parties”) at all times from and against any and all claims, judgmentsactions, losses, injuries, damages, penalties, fines, liabilities, losses, suits, administrative proceedings costs and costs (including, but not limited to, reasonable attorneys’ and consultant fees and court costs), arising at any time during expenses incurred by or after the Term of this Lease, to the extent arising from (1) any of the Existing Hazardous Substances and/or (2) the removal, investigation, monitoring or remediation of any of the Existing Hazardous Substances; provided, however, Landlord shall not indemnify, defend or hold Tenant harmless to the extent (x) Tenant or asserted against any of the Tenant Entities contributes Indemnified Parties now or hereafter caused in whole or in part by or resulting or arising from (a) the grossly negligent act, omission or willful misconduct of Landlord in connection with Landlord’s activities on or about the Property, or (b) any failure by Landlord to perform or has contributed observe any of the covenants, agreements, terms or conditions contained in this Lease on its part to the presence of such Existing Hazardous Substances be performed or Tenant and/or observed. If any action or proceeding is brought against any of the Tenant Entities exacerbates the conditions caused by such Existing Hazardous SubstancesIndemnified Parties, or (y) Tenant and/or if any claim is made against any of the Tenant Entities allows Indemnified Parties alleging any of the matters referred to in this subsection, Landlord agrees at its sole cost and expense to pay, discharge and defend the Tenant Indemnified Parties against any and all such claims, actions and proceedings, and to reimburse the Tenant Indemnified Parties for any loss, cost or permits persons over expense in connection therewith, including reasonable attorneys’ fees and costs, costs of court, reasonable expert witness fees and costs, other fees and costs incurred in the defense of any such claim for which Tenant or indemnity is given by Landlord, and any sums which any of the Tenant Entities has control and/or for which Tenant Indemnified Parties may pay in compromise or settlement of all or any part of such claims, actions or proceedings. In the event of any such claim, action or proceeding, the Tenant Entities are legally responsible for, Indemnified Parties shall have the right to cause select the attorneys to represent them in such Existing Hazardous Substances to matter and the cost thereof shall be present in, on, under, through or about any portion of the Premises, the Building or the Industrial Center, or does not take all reasonably appropriate actions to prevent such persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible from causing the presence of Existing Hazardous Substances in, on, under, through or about any portion of the Premises, the Building or the Industrial Center. borne by Landlord’s obligations under this Paragraph 6.8 shall survive the Expiration Date or earlier termination of this Lease.

Landlord Indemnification. With respect to only those Hazardous Substances present on, in or under the Industrial Center as of the date of this Lease (the “Existing Hazardous Substances”), Landlord agrees to shall indemnify, defend (with counsel reasonably acceptable to Tenant) and hold harmless Tenant, its managers, members, officers, directors, owners, shareholders, partners, employees, agents, successors and assigns (collectively, the “Tenant harmless Indemnitees”) from and against any and all losses, damages, claims, judgments, damagesliabilities, enforcement actions, remedial actions, fines, penalties, finestaxes, liabilitiesfees, losses, suits, administrative proceedings costs and costs expenses (including, but not limited without limitation, attorneys’ fees, consultants’ fees, laboratory costs, and expert fees) suffered by any of them and caused by, related to, reasonable attorneys’ and consultant fees and court costs)arising out of, arising at resulting from, or in any time during way connected with: (i) any contamination of the Leasehold Premises with Hazardous Materials caused by Landlord; or after (ii) the Term breach by Landlord of any obligation which it may have under this Section 4.05; or (iii) any violation of Environmental Laws (as hereinafter defined) in or about the Leasehold Premises caused by Landlord. Subject to the provisions of this Lease, to the extent arising from (1) any of the Existing Hazardous Substances and/or (2) the removal, investigation, monitoring or remediation of any of the Existing Hazardous Substances; provided, howeverSection 4.05, Landlord shall not indemnifypromptly take, defend or hold Tenant harmless at its sole expense, all actions necessary to the extent (x) Tenant or investigate, clean up, remediate, and remove any of the Tenant Entities contributes to or has contributed to the presence of such Existing Hazardous Substances or Tenant and/or any of the Tenant Entities exacerbates the conditions caused by such Existing Hazardous Substances, or (y) Tenant and/or any of the Tenant Entities allows or permits persons over Materials which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible for, to cause such Existing Hazardous Substances come to be present located in, on, under, through or about any portion the Leasehold Premises due to Landlord’s (or its agents) use of or activities on or about the Leasehold Premises, and Landlord shall restore the Building Leasehold Premises, and any other properties (including the Improvements), to the condition existing prior to the introduction of such Hazardous Materials to the Leasehold Premises. Landlord shall comply with all applicable Environmental Laws (as defined herein) and the written requirements of governmental authorities in undertaking such actions. Landlord shall obtain Tenant’s prior written approval of such actions and of any consultants or the Industrial Centercontractors to be used by Landlord in connection therewith, such approval of Tenant not to be reasonably withheld, conditioned or does not take all reasonably appropriate actions delayed. No consent of Tenant to prevent such persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible from causing the presence of Existing Hazardous Substances in, on, under, through Materials or about any portion of the Premises, the Building or the Industrial Center. Landlord’s (or its agents) compliance with Environmental Laws (as defined herein) shall relieve Landlord of its indemnification obligations under this Paragraph 6.8 shall survive the Expiration Date or earlier termination of this Leasehereunder.

Landlord Indemnification. With respect to only those Hazardous Substances present on, in or under the Industrial Center as of the date of this Lease (the “Existing Hazardous Substances”), Landlord agrees to shall indemnify, defend (with legal counsel reasonably reasonable acceptable to Tenant) and hold Tenant and Tenant's officers, directors, partners, employees, agents, attorneys, successors and assigns (collectively, "Tenant's Indemnitees") free and harmless from and against any and all claims, judgments, damages, penalties, fines, liabilities, losses, suits, administrative proceedings and costs (including, but not limited to, reasonable attorneys’ and consultant fees and court costs), arising at any time during or after the Term of this Lease, Claims to the extent arising or resulting in whole or in part from (1) any the presence or discharge of the Existing Hazardous Substances and/or (2) the removal, investigation, monitoring or remediation of any of the Existing Hazardous Substances; provided, however, Landlord shall not indemnify, defend or hold Tenant harmless Materials to the extent (x) Tenant or any such Hazardous Materials are in excess of legally permissible amounts under the Tenant Entities contributes to or has contributed to the presence of such Existing Hazardous Substances or Tenant and/or any of the Tenant Entities exacerbates the conditions caused Materials Laws by such Existing Hazardous SubstancesLandlord, or (y) Tenant and/or any of the Tenant Entities allows its employees, agents or permits persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible for, to cause such Existing Hazardous Substances to be present contractors in, on, under, through upon or about for the Premises and/or the Expansion Land or the Improvements thereon or from the transportation or disposal of Hazardous Materials by Landlord or its employees, agents, or contractors. Landlord's obligations hereunder shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any portion required or necessary repairs, clean-up or detoxification or decontamination of the Premises, Premises and/or the Building Expansion Land or the Industrial CenterImprovements, or does not take all reasonably appropriate actions to prevent such persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible from causing and the presence and implementation of Existing Hazardous Substances inany closure, onremedial action or other required plans in connection therewith, under, through or about any portion of the Premises, the Building or the Industrial Center. Landlord’s obligations under this Paragraph 6.8 and shall survive the Expiration Date expiration of or earlier early termination of the term of this LeaseLease and any costs and fees incurred in the enforcement of the indemnity action. In addition, with respect to any Hazardous Materials that are in excess of the legally permissible amounts under the Hazardous Materials Laws that were on the Land and/or the Expansion Land at the time that the Phase 1 Reports were issued and which were not disclosed by the Phase 1 Reports ("Pre-existing Hazardous Materials"), Landlord agrees to remediate such Pre-existing Hazardous Materials if, as and when required by a governmental agency to the extent required by such governmental agency. Landlord further agrees to indemnify and hold Tenant harmless from any fines, penalties or other fees imposed against Tenant by such governmental agency as a result of such Pre- exiting Hazardous Materials. Notwithstanding the foregoing, nothing in this Section 5.7 shall be deemed to impose any obligation or liability on Landlord for remediation, indemnification or payment of any fines, penalties or other fees if the same would not have been imposed but for some act or omission of Tenant.

Landlord Indemnification. With respect to only those Hazardous Substances present on, in or under the Industrial Center R&D Park as of the date of this Lease (the “"Existing Hazardous Substances”"), Landlord agrees to indemnify, defend (with counsel reasonably acceptable to Tenant) and hold Tenant harmless from and against any and all claims, judgments, damages, penalties, fines, liabilities, losses, suits, administrative proceedings and costs (including, but not limited to, reasonable attorneys’ ' and consultant fees and court costs), arising at any time during or after the Term of this Lease, to the extent arising from (1) any of the Existing Hazardous Substances and/or (2) the removal, investigation, monitoring or remediation of any of the Existing Hazardous Substances; provided, however, Landlord shall not indemnify, defend or hold Tenant harmless to the extent (x) Tenant or any of the Tenant Entities contributes to or has contributed to the presence of such Existing Hazardous Substances or Tenant and/or any of the Tenant Entities exacerbates the conditions caused by such Existing Hazardous Substances, or (y) Tenant and/or any of the Tenant Entities allows or permits persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible for, to cause such Existing Hazardous Substances to be present in, on, under, through or about any portion of the Premises, the Building or the Industrial CenterR&D Park, or does not take all reasonably appropriate actions to prevent such persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible from causing the presence of Existing Hazardous Substances in, on, under, through or about any portion of the Premises, the Building or the Industrial Center. Landlord’s obligations under this Paragraph 6.8 shall survive the Expiration Date or earlier termination of this LeaseR&D Park.