Common use of Landlord Indemnification Clause in Contracts

Landlord Indemnification. Landlord hereby indemnifies, defends, and holds Tenant and its respective affiliates, owners, partners, directors, officers, agents and employees (collectively, "Tenant Indemnified Parties") harmless from and against any and all Losses to the extent arising from or in connection with any or all of: (a) the conduct or management of either or both the Property and the Premises or any business therein, or any work or Alterations done, or any condition created, all by any or all of Landlord and Landlord's agents, contractors, employees and invitees (collectively, "Landlord's Parties") in or about the Premises during the Term or prior to the Commencement Date, including but not limited to Landlord's Work; (b) any act, omission or negligence of any or all of Landlord and Landlord's Parties; (c) any accident, injury or damage whatsoever occurring in, at or upon either or both of the Property and the Premises and caused by any or all of Landlord and Landlord's Parties; (d) any breach by Landlord of any of its warranties and representations under this Lease; (e) any actions necessary to protect Tenant's interest under this Lease in a bankruptcy proceeding involving Landlord or other proceeding involving Landlord under the Bankruptcy Code; (f) any violation or alleged violation by any or all of Landlord and Landlord's Parties of any Law including, without limitation, any Environmental Law; (g) claims arising from any breach or default on the part of Landlord in the performance of any covenant contained in this Lease; (h) 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 Premises as a result of the acts or omissions of any or all of Landlord and Landlord's Parties or existing on the Premises prior to the Commencement Date; and (i) 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's Parties with respect to the Premises during the Term (collectively, "Landlord's Indemnified Matters"). In the event that any action or proceeding is brought against Tenant, and the foregoing indemnity is applicable to such action or proceeding, then Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant. Notwithstanding anything to the 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 interest of Landlord in the Property, and Tenant agrees to look solely to Landlord's interest in the Property for the recovery of any judgment or award against Landlord, it being intended that Landlord shall not be personally liable for any judgment or deficiency. This indemnity is not intended to indemnify Tenant and the Tenant Indemnified Parties against the consequences of their own negligence or fault. The provisions of this Section 17.2 shall survive the expiration or termination of this Lease.

Landlord Indemnification. Subject to the provisions of Section 11.3, Landlord hereby indemnifies, defends, agrees to indemnify and holds save harmless Tenant and its respective affiliates, owners, members, managers, partners, directors, officers, agents and employees (collectively, "the “Tenant Indemnified Parties") harmless ”), from and against any and all Losses to the extent arising the same arise from or are connected in connection any way with any or all ofof the following (collectively, “Landlord’s Indemnified Matters”) during the Term of this Lease: (a) the conduct occasioned wholly or management of either or both the Property and the Premises or any business therein, or any work or Alterations done, or any condition created, all in part by any or all of Landlord and Landlord's agents, contractors, employees and invitees (collectively, "Landlord's Parties") in or about the Premises during the Term or prior to the Commencement Date, including but not limited to Landlord's Work; (b) any act, omission or negligence of any Landlord, its agents, employees, contractors or all of Landlord and Landlord's Partiesservants; (c) any accident, injury or damage whatsoever occurring in, at or upon either or both of the Property and the Premises and caused by any or all of Landlord and Landlord's Parties; (db) any breach by Landlord of any of its representations or warranties and representations under this Lease; (e) any actions necessary to protect Tenant's interest under this Lease in a bankruptcy proceeding involving Landlord or other proceeding involving Landlord under the Bankruptcy Code; (fc) any violation or alleged violation by any or all of Landlord and Landlord's Parties of any Law includinglaw, without limitationcode, any Environmental Lawordinance or other governmental regulation related to the Premises; (gd) claims arising from any breach or default on the part of Landlord in the performance of any covenant or obligation contained in this Lease; Lease and/or (h) 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 Premises as a result of the acts or omissions of any or all of Landlord and Landlord's Parties or existing on the Premises prior to the Commencement Date; and (ie) the violation of any Environmental Law or Law; excluding, however, any permit, application or consent required in connection with violation of any Environmental Law by any resulting from the acts or all omissions of Landlord and Landlord's Parties with respect Tenant or Tenant’s employees, agents, representatives or contractors or which occurred or is alleged to have occurred prior to the Premises during the Term (collectively, "Landlord's Indemnified Matters")execution of this Lease. In the event that case any action or proceeding is brought against any or all of Tenant and Tenant Indemnified Parties by reason of any of Landlord’s Indemnified Matters, Tenant, and the foregoing indemnity is applicable to such action or proceeding, then upon written notice from Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant. Notwithstanding anything to the 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 interest of Landlord in the Property, and Tenant agrees to look solely to Landlord's interest in the Property for the recovery of any judgment or award against Landlord, it being intended that Landlord shall not be personally liable for any judgment or deficiency. This indemnity is not intended to indemnify Tenant and the Tenant Indemnified Parties against the consequences of their own negligence or fault. The provisions of this Section 17.2 shall survive the expiration or earlier termination of this LeaseLease with respect to any damage, injury or death occurring before such expiration or earlier termination.

Landlord Indemnification. Landlord hereby indemnifies, defends, defends and holds Tenant and its respective affiliates, owners, partners, directors, officers, agents and employees (collectively, "Tenant Indemnified Parties") harmless from and against any and all Losses to the extent arising from or in connection with any or all of: of (a) the conduct or management of either or both the Property and the Premises or any business therein, or any work or Alterations done, or any condition created, all created in any such case by any or all of Landlord and or Landlord's officers, directors, members, managers, partners, invitees, agents, contractorsemployees, employees and invitees contractors or representatives (collectively, "Landlord's Parties") in or about the Premises during the Term or during, prior to or after the Commencement Date, including but not limited to Landlord's WorkTerm; (b) any act, omission or negligence of any or all of Landlord and Landlord's Parties; (c) any accident, injury or damage whatsoever (unless caused by Tenant's negligence, subject however to any applicable doctrine of comparative or contributory negligence) occurring in, at or upon either or both of the Property and the Premises and caused by any or all of Landlord and or Landlord's Parties; (d) any breach by Landlord of any of its warranties and representations under this Lease; (e) any actions necessary to protect Tenant's interest under this Lease in a bankruptcy proceeding involving Landlord or other proceeding involving Landlord under the Bankruptcy Code; (f) any violation or alleged violation by any or all of Landlord and or Landlord's Parties of any Law including, without limitation, any Environmental Law; (g) any breach of the provisions of Section 9 by any or all of Landlord or Landlord's Parties; (h) claims for work or labor performed or materials supplies furnished to, or at the request of, any or all of Landlord and Landlord's Parties; (i) claims arising from any breach or default on the part of Landlord in the performance of any covenant contained in this Lease; (hj) 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 Premises as a result of the acts or omissions of any or all of Landlord and or Landlord's Parties or existing on the Premises prior to the Commencement Dateother than in accordance with this Lease; and (ik) 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's Parties with respect to the Premises during the Term Term, excluding, however, any violation of Environmental Law resulting directly from the acts or omissions of any or all of Tenant and Tenant's employees, agents and contractors (collectively, "Landlord's Indemnified Matters"). In the event that any action or proceeding is brought against Tenant, and the foregoing indemnity is applicable to such action or proceeding, then Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant. Notwithstanding anything to the 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 interest of Landlord in the PropertyPremises, and Tenant agrees to look solely to Landlord's interest in the Property Premises for the recovery of any judgment or award against Landlord, it being intended that Landlord shall not be personally liable for any judgment or deficiency. This indemnity is not intended to indemnify Tenant and the Tenant Indemnified Parties against the consequences of their own negligence or fault. The provisions of this Section 17.2 17.2.2 shall survive the expiration or termination of this Lease.

Landlord Indemnification. Except for and to the extent of Tenant’s indemnification obligations under Section 17.2, Landlord hereby indemnifies, defends, and holds Tenant and its respective affiliates, owners, partners, directors, officers, agents agents, representatives and employees (collectively, "“Tenant Indemnified Parties"”) harmless from and against any and all Losses to the extent actually suffered or incurred by Tenant and arising from or in connection with any or all of, but only to the proportionate extent of: (a) the conduct or management of either or both the Property and the Premises or any business thereinnegligent, or any work or Alterations done, or any condition created, all by any or all of Landlord and Landlord's agents, contractors, employees and invitees (collectively, "Landlord's Parties") in or about the Premises during the Term or prior to the Commencement Date, including but not limited to Landlord's Work; (b) any act, omission or negligence willful and/or intentional acts and/or omissions of any or all of Landlord and Landlord's Indemnified Parties; (cb) any accident, injury or damage whatsoever occurring in, at or upon either or both of the Property and the Premises and caused by any or all of Landlord and Landlord's Indemnified Parties; (dc) any negligent or intentional breach by Landlord of any or all of its warranties warranties, representations and representations covenants under this Lease; (d) the creation or existence of any Hazardous Materials first occurring (or first released) in, at, on or under the Property from and after the date of this Lease, if and to the extent brought to the Property or caused by Landlord or any party within Landlord’s control; and (e) any actions necessary to protect Tenant's interest under this Lease in a bankruptcy proceeding involving Landlord negligent or other proceeding involving Landlord under the Bankruptcy Code; (f) any violation or alleged intentional violation by any or all of Landlord and Landlord's Indemnified Parties of any Law including, without limitation, any Environmental Law; (g) claims arising from any breach or default on the part of Landlord in the performance of any covenant contained in this Lease; (h) 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 Premises as a result of the acts or omissions of any or all of Landlord and Landlord's Parties or existing on the Premises prior to the Commencement Date; and (i) 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's Parties with respect to the Premises during the Term (collectively, "“Landlord's ’s Indemnified Matters"”). In the event that case any action or proceeding is brought against Tenantany or all of Tenant and/or the Tenant Indemnified Parties by reason of any of Landlord’s Indemnified Matters, and the foregoing indemnity is applicable to such action or proceeding, then Landlord, upon notice from any or all of Tenant and/or a representative or agent of Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant. Notwithstanding anything to the 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 interest of Landlord in the Property, and Tenant agrees to look solely to Landlord's interest in the Property for the recovery of any judgment or award against Landlord, it being intended that Landlord shall not be personally liable for any judgment or deficiency. This indemnity is not intended to indemnify Tenant and the Tenant Indemnified Parties against the consequences of their own negligence or fault. The provisions of this Section 17.2 17.3 shall survive the expiration or termination of this Lease.

Landlord Indemnification. Landlord hereby indemnifies, defends, and holds Tenant and its respective affiliates, members, owners, partners, directors, officers, agents and employees (collectively, "“Tenant Indemnified Parties"”) harmless from and against any and all Losses to the extent arising from or in connection with any or all of: (a) the conduct or management of either or both the Property Building and the Premises or any business therein, or any work or Alterations done, done or any condition created, all created by any or all of Landlord and Landlord's agents, contractors, employees and invitees (collectively, "Landlord's Parties") in or about the Premises or Building during the Term or prior to the Commencement Date, including but not limited to Landlord's WorkTerm; (b) any act, omission or negligence of any Landlord or all of persons acting by or through Landlord and Landlord's (“Landlord Parties”); (c) any accident, injury or damage whatsoever (unless caused by Tenant’s negligence or willful misconduct) occurring in, at or upon either or both of the Property and the Premises and caused by any Landlord or all of Landlord and Landlord's Parties; (d) any breach by Landlord of any of its warranties and warranties, representations or covenants under this Lease; (e) any actions necessary to protect Tenant's ’s interest under this Lease in a bankruptcy proceeding involving Landlord or other proceeding involving Landlord under the Bankruptcy CodeCode caused by the actions of the Landlord contrary to the terms herein; (f) any violation or alleged violation by any or all of Landlord and Landlord's Parties of any Law Laws, including, without limitation, any Environmental Law; (g) any breach of the provisions of Article 9 of this Lease by Landlord or Landlord Parties; (h) any generation, transport, storage, use, treatment, disposal or presence on, about or from the Premises or the Property of any Hazardous Materials; (i) claims for work or labor performed or materials supplies furnished to or at the request of Landlord; and (j) claims arising from any breach or default on the part of Landlord in the performance of any covenant contained in this Lease; (h) 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 Premises as a result of the acts or omissions of any or all of Landlord and Landlord's Parties or existing on the Premises prior to the Commencement Date; and (i) 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's Parties with respect to the Premises during the Term Lease (collectively, "“Landlord's ’s Indemnified Matters"”). In the event that case any action or proceeding is brought against Tenantany or all of Tenant and Tenant Indemnified Parties by reason of any of Landlord’s Indemnified Matters, and the foregoing indemnity is applicable to such action or proceeding, then Landlord, upon notice from Tenant, Tenant shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant. Notwithstanding anything to the 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 interest of Landlord in the Property, and Tenant agrees to look solely to Landlord's interest in the Property for the recovery of any judgment or award against Landlord, it being intended that Landlord shall not be personally liable for any judgment or deficiency. This indemnity is not intended to indemnify Tenant and the Tenant Indemnified Parties against the consequences of their own negligence or fault. The provisions of this Section 17.2 17.2.2 shall survive the expiration or termination of this Lease.

Landlord Indemnification. (a) Landlord hereby indemnifiesshall indemnify, defendsprotect, defend and holds hold harmless Tenant and its respective affiliates, owners, partners, directorsagents, officers, agents shareholders, Affiliates, directors and employees and its and their successors and assigns (collectively, "“Tenant Indemnified Parties"Indemnitees”) harmless against and from and against any and all Losses to the extent arising or resulting directly or indirectly from or in connection with any of the following occurring from and after the Effective Date, in each case to the extent not constituting Assumed Liabilities (as such term is defined in the Purchase Agreement): (i) any Release of Hazardous Substances at, on, under or all of: (a) from the conduct Leased Premises, Access Areas or management of either Mineral Estate to the extent caused or both contributed to by the Property and the Premises or any business thereinLandlord, or any work or Alterations doneits employees, or any condition created, all by any or all of Landlord and Landlord's agents, contractors, employees subcontractors, invitees or visitors or any other persons or entities claiming under the Landlord, and any Release of Hazardous Substances at, on, under or from the Adjacent Premises, except to the extent caused or contributed to by Tenant or any Tenant Indemnitee; (ii) any actual or alleged violation of any Environmental Law or contractual obligation relating to any Environmental Law caused or contributed to by Landlord, its employees, agents, contractors, subcontractors, invitees or visitors or any other persons or entities claiming under the Landlord; (collectivelyiii) the occupancy, "use, improvement, alteration or maintenance of the Adjacent Premises, the Mineral Estate and the Access Areas by Landlord's Parties", its officers, employees, representatives, agents, contractors, subcontractors, or any other persons claiming under the Landlord; (iv) in any activity, work or thing done, permitted or suffered by the Landlord on or about the Premises during Adjacent Premises, the Term Mineral Estate and the Access Areas in connection with Landlord’s Operations or prior to the Commencement Date, including but not limited to Landlord's Work’s use thereof or activities thereon; and (bv) any act, omission negligence or negligence of any or all of Landlord and Landlord's Parties; (c) any accident, injury or damage whatsoever occurring in, at or upon either or both willful misconduct of the Property Landlord, its officers, employees, representatives, agents, contractors, subcontractors, invitees or visitors, or any other person claiming under the Landlord, on or about the Leased Premises, the Adjacent Premises, the Mineral Estate and the Premises and caused by any or all of Landlord and Landlord's Parties; (d) any breach by Landlord of any of its warranties and representations under this Lease; (e) any actions necessary to protect Tenant's interest under this Lease in a bankruptcy proceeding involving Landlord or other proceeding involving Landlord under the Bankruptcy Code; (f) any violation or alleged violation by any or all of Landlord and Landlord's Parties of any Law Access Areas, including, without limitation, any Environmental Lawand all liabilities and damages related to or connected with personal injury (including death of any person) or property damage; (g) claims provided, that Landlord shall not be responsible for any Losses arising from any breach the gross negligence or default on the part of Landlord in the performance willful misconduct of any covenant contained in this Lease; Tenant Indemnitee. (hb) 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 Premises as a result of the acts or omissions of any or all of Landlord and Landlord's Parties or existing on the Premises prior to the Commencement Date; and (i) 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's Parties with respect to the Premises during the Term (collectively, "Landlord's Indemnified Matters"). In the event that case any action or proceeding within the scope of Landlord’s foregoing indemnification is brought threatened or commenced against Tenanta Tenant Indemnitee, and the foregoing indemnity is applicable to such action or proceeding, then Landlord, upon notice from Tenantsuch Tenant Indemnitee, shall resist and defend such threatened or commenced action or proceeding at Landlord’s expense by counsel of Landlord’s choice, reasonably satisfactory to Tenant. Notwithstanding anything acceptable to the contrary set forth in this LeaseTenant Indemnitee, however, in all events and under all circumstances, the liability of Landlord to Tenant Indemnitee shall be limited to the interest of cooperate with Landlord in the Property, such defense. If Landlord is providing defense as required hereunder and any Tenant Indemnitee agrees to look solely to Landlord's interest in the Property settle any matter for the recovery which Landlord is providing defense under its indemnity without approval of any judgment or award against Landlord, it being intended that then, provided Landlord’s approval is not unreasonably withheld, conditioned or delayed, Landlord shall not be personally liable for such settlement as part of any judgment or deficiency. This indemnity is not intended to indemnify Losses claimed by such Tenant and the Tenant Indemnified Parties against the consequences of their own negligence or faultIndemnitee hereunder. The provisions obligations of Landlord under this Section 17.2 13.2 shall survive the expiration or earlier termination of this Lease. (c) Landlord’s indemnity obligations in this Section 13.2 are (i) in addition and without limitation of Alcoa Corp.’s indemnity obligations in Article IX of the Purchase Agreement, and (ii) in all respects subject to the limitations of Landlord’s liability in Section 33.9 of this Lease.