Common use of Landlord Indemnity Clause in Contracts

Landlord Indemnity. Landlord shall indemnify and save harmless Tenant 715 against and from all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges, and 716 expenses, including, without limitation, attorneys’ fees and disbursements, that may be imposed upon or 717 asserted against, or reasonably incurred by, Tenant or any agency or subdivision thereof or its respective 718 agents, employees, officers, or officials (the “Landlord Indemnitees”) by reason of the acts or omissions 719 of Landlord or Landlord’s agents, employees, officers, or officials in the performance of each of their 720 obligations under this Lease, except to the extent that such liability or other loss is caused proximately, in 721 whole or in part, by the negligent or willful acts of Landlord Indemnitees. Landlord shall defend any and 722 all legal proceedings commenced against any Landlord Indemnitee arising under Landlord’s obligations 723 under this Article using legal counsel satisfactory to Tenant. Tenant shall use its best efforts to give 724 Landlord reasonable notice of any legal proceeding of which it has actual knowledge. Landlord shall 725 deliver to Tenant copies of documents served in any legal proceeding arising in connection with the 726 Parking Facility and, whenever requested by Tenant, shall advise Tenant as to the status of such legal 727 proceeding; provided, however, that any such consultation shall not cause Landlord to waive any claim of 728 privilege, including, without limitation, attorney-client privilege. If Landlord fails to defend any such 729 legal proceeding, Tenant shall have the right (but not the obligation) to defend the proceeding at 730 Landlord’s expense. Landlord shall not settle any such legal proceeding without Tenant’s prior written 731 consent unless the effect of such settlement shall be to release all Landlord Indemnitees from all liability 732 with respect to such legal proceeding (and all claims and liabilities asserted therein). For purposes of this 733 Section, “legal proceedings” includes legal actions and administrative proceedings. 734 735 736 ARTICLE IX 737 738 INSURANCE 739

Landlord Indemnity. Subject to Section 11.12 hereof, to the maximum extent permitted by law, Landlord shall indemnify indemnify, defend and save hold harmless the Tenant 715 Parties from and against any and all Claims against any of such parties arising from (i) the performance by Landlord or any of its employees, agents or contractors of any alterations, improvements, repairs or other work in the Building or the Premises and (ii) any negligent or otherwise wrongful act or omission of Landlord or any of its employees, agents or contractors whether resulting in injury or death to persons or damage to property or otherwise, except, in each case, to the extent that any such Claim results from the negligence or otherwise wrongful act or omission of any Tenant Party. Notwithstanding anything to the contrary contained herein, in no event shall Landlord be liable for any loss of business or other consequential or punitive damages under this Lease. The foregoing indemnity and hold harmless agreement shall include all liabilities, suits, obligations, fines, damages, penalties, claims, reasonable out-of-pocket costs, charges, expenses and 716 expenses, liabilities (including, without limitation, reasonable attorneys’ ' fees and disbursements, that may be imposed upon or 717 asserted against, or reasonably ) actually incurred by, by the Tenant Parties in connection with any such Claim or any agency action or subdivision thereof proceeding brought thereon, and the defense thereof. In case any action or its respective 718 agents, employees, officers, or officials (proceeding shall be brought against the “Landlord Indemnitees”) Tenant Parties by reason of any such Claim, Tenant shall notify Landlord of any such action or proceeding and Landlord, upon notice from Tenant, shall resist and defend such action or proceeding on behalf of the acts applicable Tenant Parties by counsel for the insurer (if such Claim is covered by insurance) or omissions 719 of Landlord or Landlord’s agents, employees, officers, or officials in the performance of each of their 720 obligations under this Lease, except to the extent that such liability or other loss is caused proximately, in 721 whole or in part, otherwise by the negligent or willful acts of Landlord Indemnitees. Landlord shall defend any and 722 all legal proceedings commenced against any Landlord Indemnitee arising under Landlord’s obligations 723 under this Article using legal counsel reasonably satisfactory to Tenant. In no event shall Landlord be obligated' to indemnify or save harmless the Tenant shall use its best efforts to give 724 Landlord reasonable notice Parties from or in respect of any legal proceeding of which it has actual knowledge. Landlord shall 725 deliver to Tenant copies of documents served in any legal proceeding arising in connection with the 726 Parking Facility and, whenever requested by Tenant, shall advise Tenant as Claim to the status extent the same results from the negligence or otherwise wrongful act or omission of such legal 727 proceeding; provided, however, that any such consultation shall not cause Landlord to waive any claim of 728 privilege, including, without limitation, attorney-client privilege. If Landlord fails to defend any such 729 legal proceeding, the Tenant shall have the right (but not the obligation) to defend the proceeding at 730 Landlord’s expense. Landlord shall not settle any such legal proceeding without Tenant’s prior written 731 consent unless the effect of such settlement shall be to release all Landlord Indemnitees from all liability 732 with respect to such legal proceeding (and all claims and liabilities asserted therein). For purposes of this 733 Section, “legal proceedings” includes legal actions and administrative proceedings. 734 735 736 ARTICLE IX 737 738 INSURANCE 739Parties.

Landlord Indemnity. Subject to the provisions of Section 10(C) hereof, to the fullest extent permitted by Law, Landlord shall protect, defend, indemnify and save hold harmless Tenant 715 against Tenant, its partners, Affiliates and from all liabilitiessubsidiaries and their respective principals, suitsofficers, obligationsdirectors, fines, damages, penalties, claims, costs, charges, and 716 expenses, including, without limitation, attorneys’ fees and disbursements, that may be imposed upon or 717 asserted against, or reasonably incurred by, Tenant or any agency or subdivision thereof or its respective 718 agentsmembers, employees, officersagents, or officials contractors, subcontractors, and invitees (the each, an “Landlord IndemniteesIndemnified Tenant Party”) from and against any and all Damages suffered by the Indemnified Tenant Party directly or by reason of the acts or omissions 719 of Landlord or Landlord’s agentsany claim, employees, officerssuit, or officials in judgment brought against such Indemnified Tenant Party and arising out of or attributable to the performance gross negligence or willful misconduct of each any Landlord Protected Party with respect to the Property, the Premises or the Building or any breach by Landlord of their 720 its obligations under this Lease. If any claim for Damages is asserted or any such action is brought, except Tenant shall give Landlord prompt notice thereof and Landlord shall resist and defend such claim, action or proceeding by counsel approved by Tenant or the applicable Indemnified Tenant Party (such approval not to be unreasonably withheld, conditioned or delayed); however, Landlord shall not be liable for the costs of any separate counsel employed by any Indemnified Tenant Party. Tenant hereby approves any counsel designated by Landlord’s insurance carrier. If it shall be finally determined by a court of competent jurisdiction that pursuant to the extent that foregoing provisions of this Section, Landlord is or was not required to indemnify or hold harmless any Indemnified Tenant Party from any such liability claim, action or other loss is judgment for Damages, Tenant shall (or shall cause the applicable Indemnified Tenant Party) to reimburse Landlord for all or such portion of the costs and expenses incurred by Landlord (or its insurance carrier) under this Section on account thereof plus interest at the Default Rate on such costs and expenses. Notwithstanding the foregoing, Landlord shall not be obligated to indemnify any Indemnified Tenant Party for any Damages caused proximately, in 721 whole or in part, by the negligent such party’s negligence or willful acts misconduct or breach of Landlord Indemniteessuch party’s obligations under this Lease. Landlord shall defend any and 722 all legal proceedings commenced against any Landlord Indemnitee arising under Landlord’s obligations 723 under this Article using legal counsel satisfactory to Tenant. Tenant shall use its best efforts to give 724 Landlord reasonable notice of any legal proceeding of which it has actual knowledge. Landlord shall 725 deliver to Tenant copies of documents served in any legal proceeding arising in connection with the 726 Parking Facility and, whenever requested by Tenant, shall advise Tenant as to the status of such legal 727 proceeding; provided, however, that any such consultation shall not cause Landlord to waive any claim of 728 privilege, including, without limitation, attorney-client privilege. If Landlord fails to defend any such 729 legal proceeding, Tenant shall have the right (but not the obligation) to defend the proceeding at 730 Landlord’s expense. Landlord shall not settle any such legal proceeding without Tenant’s prior written 731 consent unless the effect of such settlement shall be to release all Landlord Indemnitees from all liability 732 with respect to such legal proceeding (and all claims and liabilities asserted therein). For purposes pursuant to this Section shall survive the expiration or earlier termination of this 733 Section, “legal proceedings” includes legal actions and administrative proceedings. 734 735 736 ARTICLE IX 737 738 INSURANCE 739Lease.

Landlord Indemnity. Landlord shall indemnify be solely responsible for, and save shall indemnify, defend, and hold Tenant and Tenant’s agents, employees, contractors, licensees, and invitees (collectively, “Tenant’s Agents”) harmless from and against any and all Environmental Claims as defined in Paragraph 45.0. of this Lease, proceedings, or hearings (collectively “Non-Tenant 715 against Claims”) due solely to the release of Hazardous Materials onto the Premises through groundwater migration from another property (“Migration”) by anyone other than Tenant and from its Agents whatsoever, whenever occurring. Landlord shall, promptly upon demand, at its own sole cost and expense, cause to be performed solely any and all liabilitiescleanup, suitsrefiting, obligationsor other alterations or corrective work to the Premises necessitated by any such migration. Landlord agrees to defend, fineson behalf of Tenant, with counsel acceptable to Tenant, all such Non-Tenant Claims due soley to migration, and to pay all fees, costs, damages, penalties, claims, costs, charges, and 716 expensesor expenses relating to or arising out of any such Non-Tenant Claims, including, without limitation, as to attorneys’ fees and disbursements, that may be imposed upon or 717 asserted against, or reasonably incurred by, Tenant or any agency or subdivision thereof or its respective 718 agents, employees, officers, or officials (the “Landlord Indemnitees”) by reason of the acts or omissions 719 of Landlord or Landlord’s agents, employees, officers, or officials in the performance of each of their 720 obligations under this Lease, except to the extent that such liability or other loss is caused proximately, in 721 whole or in part, by the negligent or willful acts of Landlord Indemniteescosts. Landlord shall defend further agree to be solely responsible for and shall indemnify, defend, and hold Tenant and its Agents harmless from and against any and 722 all legal proceedings commenced against any Landlord Indemnitee arising under Landlord’s obligations 723 under this Article using legal counsel satisfactory to Tenant. Tenant shall use its best efforts to give 724 Landlord reasonable notice of any legal proceeding of which it has actual knowledge. Landlord shall 725 deliver to Tenant copies of documents served in any legal proceeding arising in connection with the 726 Parking Facility and, whenever requested by Tenant, shall advise Tenant as to the status of such legal 727 proceeding; provided, however, that any such consultation shall not cause Landlord to waive any claim of 728 privilegeclaims, including, without limitation, attorney-client privilege. If Landlord fails as to defend reasonable attorneys’ fees and costs, arising out of or in connection with any such 729 legal proceedingremoval, Tenant shall have cleanup, or restoration work required by any government agency having jurisdiction and which arises soley from migration onto the right (but not Premises during Tenant’s occupancy of the obligation) to defend the proceeding at 730 Landlord’s expensePremises. Landlord shall not settle any such legal proceeding without be further soley responsible for, and shall indemnify, defend, and hold Tenant and Tenant’s prior written 731 consent unless the effect of such settlement shall be to release all Landlord Indemnitees agents harmless from all liability 732 with respect to such legal proceeding (and against any and all claims and liabilities asserted therein)Environmental Claims as defined in Paragraph 45.0., which arise during or after the Lease Term, relating to the Known contamination. For purposes The foregoing Indemnity (“Landlord’s Environmental Indemnity”) shall survive the expiration or earlier termination of this 733 Section, “legal proceedings” includes legal actions and administrative proceedings. 734 735 736 ARTICLE IX 737 738 INSURANCE 739Lease.

Landlord Indemnity. Subject to Section 10(C) hereof, Landlord shall protect, defend, indemnify and save hold harmless Tenant 715 against Tenant, its partners, Affiliates and from all liabilitiessubsidiaries and their respective principals, suitsofficers, obligationsdirectors, finesmembers, damagesemployees, penaltiesagents, claimscontractors, costs, chargessubcontractors, and 716 expensesinvitees (each, includingan “Indemnified Tenant Party”) from and against any and all Damages suffered by the Indemnified Tenant Party directly or by reason of any Landlord Default claim, without limitation, attorneys’ fees and disbursements, that may be imposed upon or 717 asserted againstsuit, or reasonably incurred byjudgment brought against such Indemnified Tenant Party and arising out of or attributable to any negligent act or omission or willful misconduct of Landlord, Tenant or any agency or subdivision thereof or its respective 718 agents, employees, officerscontractors or subcontractors or any breach of Landlord’s obligations under this Lease with respect to the ownership, construction, equipping, installation or officials (the “Landlord Indemnitees”) by reason management of the acts Building, the Land and any common areas or omissions 719 parking facilities located thereon, including, but not limited to, bodily injury (including death) or property damage. If any claim for Damages is asserted or any such action is brought, Tenant shall give Landlord prompt notice thereof and Landlord shall resist and defend such claim, action or proceeding by counsel approved by Tenant or the applicable Indemnified Tenant Party (such approval not to be unreasonably withheld, conditioned or delayed); however, Landlord shall not be liable for the costs of Landlord or any separate counsel employed by any Indemnified Tenant Party. Tenant hereby approves any counsel designated by Landlord’s agentsinsurance carrier. If it shall be finally determined by a court of competent jurisdiction that pursuant to the foregoing provisions of this Section, employeesLandlord is or was not required to indemnify or hold harmless any Indemnified Tenant Party from any such claim, officersaction or judgment for Damages, Tenant shall (or officials in shall cause the performance applicable Indemnified Tenant Party) to reimburse Landlord for all or such portion of each the costs and expenses incurred by Landlord (or its insurance carrier) under this Section on account thereof plus interest at the Default Rate on such costs and expenses. Notwithstanding the foregoing, Landlord shall not be obligated to indemnify any Indemnified Tenant Party for any Damages caused by such party’s negligence or willful misconduct or breach of their 720 such party’s obligations under this Lease, except to the extent that such liability or other loss is caused proximately, in 721 whole or in part, by the negligent or willful acts of Landlord Indemnitees. Landlord shall defend any and 722 all legal proceedings commenced against any Landlord Indemnitee arising under Landlord’s obligations 723 under this Article using legal counsel satisfactory to Tenant. Tenant shall use its best efforts to give 724 Landlord reasonable notice of any legal proceeding of which it has actual knowledge. Landlord shall 725 deliver to Tenant copies of documents served in any legal proceeding arising in connection with the 726 Parking Facility and, whenever requested by Tenant, shall advise Tenant as to the status of such legal 727 proceeding; provided, however, that any such consultation shall not cause Landlord to waive any claim of 728 privilege, including, without limitation, attorney-client privilege. If Landlord fails to defend any such 729 legal proceeding, Tenant shall have the right (but not the obligation) to defend the proceeding at 730 Landlord’s expense. Landlord shall not settle any such legal proceeding without Tenant’s prior written 731 consent unless the effect of such settlement shall be to release all Landlord Indemnitees from all liability 732 with respect to such legal proceeding (and all claims and liabilities asserted therein). For purposes pursuant to this Section shall survive the expiration or earlier termination of this 733 Section, “legal proceedings” includes legal actions and administrative proceedings. 734 735 736 ARTICLE IX 737 738 INSURANCE 739Lease.

Landlord Indemnity. Subject to Section 19(f) below, and except to the extent due to the negligence or willful misconduct of Tenant or any of Tenant’s Representatives, Landlord shall indemnify Tenant, and its respective agents and employees and save them harmless Tenant 715 from and against any and from all liabilitiesclaims, suits, obligations, finesactions, damages, penalties, claims, costs, charges, liabilities and 716 expenses, including, without limitation, expense (including reasonably attorneys’ fees and disbursementslegal expenses) (collectively “Tenant Claims”) suffered by or claimed against Tenant, that may be imposed upon directly or 717 asserted againstindirectly, based on, arising out of or resulting from any accident, injury or damage whatsoever caused to any person, or reasonably incurred bythe property of any person, Tenant on or any agency about the Common Areas to the extent occasioned by the willful misconduct or subdivision thereof or its respective 718 agents, employees, officers, or officials (the “Landlord Indemnitees”) by reason of the acts or omissions 719 negligence of Landlord or any of Landlord’s agents, employees, officers, or officials in Representatives during the performance of each of their 720 obligations under this Lease, except to the extent that such liability or other loss is caused proximately, in 721 whole or in part, by the negligent or willful acts of Landlord Indemnitees. Landlord shall defend any and 722 all legal proceedings commenced against any Landlord Indemnitee arising under Landlord’s obligations 723 under this Article using legal counsel satisfactory to Tenant. Tenant shall use its best efforts to give 724 Landlord reasonable notice of any legal proceeding of which it has actual knowledge. Landlord shall 725 deliver to Tenant copies of documents served in any legal proceeding arising in connection with the 726 Parking Facility and, whenever requested by Tenant, shall advise Tenant as to the status of such legal 727 proceedingTerm; provided, however, that in no event shall Landlord have any such consultation shall not cause Landlord liability to waive Tenant for claims based on the interruption of or loss to Tenant’s business (except for any claim of 728 privilege, including, without limitation, attorney-client privilegeRent abatement expressly provided pursuant to this Lease) or for any indirect losses or consequential damages whatsoever or for claims for which Tenant is insured or required under this Lease to be insured. If Landlord fails to defend any such 729 legal proceeding, Tenant shall have the right (but not the obligation) to defend the proceeding at 730 promptly notify Landlord in writing of any Tenant Claim suffered or incurred by Tenant that is covered by Landlord’s expense. indemnity set forth in this Section 18(e), and Landlord shall have exclusive control over Tenant’s defense; provided that Landlord shall retain counsel therefor that has been approved by Tenant (such approval not to be unreasonably withheld, conditioned or delayed), and Landlord shall not settle or compromise any Tenant Claim where the terms of such legal proceeding settlement or compromise may have an adverse effect upon Tenant without Tenant’s prior written 731 consent, which consent unless shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the effect of such settlement shall be preceding sentence to release all Landlord Indemnitees from all liability 732 the contrary, if Tenant so desires, Tenant may, at Tenant’s sole cost and expense, engage separate counsel to represent Tenant in connection with respect to such legal proceeding (and all claims and liabilities asserted therein). For purposes of this 733 Section, “legal proceedings” includes legal actions and administrative proceedings. 734 735 736 ARTICLE IX 737 738 INSURANCE 739a Tenant Claim.

Landlord Indemnity. (a) Landlord shall indemnify and save harmless Tenant 715 (and each of Tenant’s elected officials, officers, agents and employees) against and from all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges, charges and 716 expenses, including, without limitation, including reasonable attorneys’ fees and disbursementsfees, that which may be imposed upon or 717 incurred by or asserted againstagainst Landlord by reason of any of the following occurrences during the term of this Lease: (i) any work or thing done in, on or reasonably incurred by, Tenant about the Premises or any agency part thereof by Landlord or subdivision thereof any agent, contractor or employee of Landlord; (ii) any negligence on the part of Landlord or any of its respective 718 agents, contractors, servants, employees, officerssubtenants, licensees or officials invitees; (iii) any failure on the “part of Landlord Indemnitees”to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Lease on its part to be performed or complied with. (iv) In case any action or proceeding is brought against Tenant by reason of the acts or omissions 719 of any such claim, Landlord or upon written notice from Tenant shall at Landlord’s agentsexpense resist or defend such action or proceeding by counsel approved by Tenant in writing, employeeswhich approval Tenant agrees not unreasonably to withhold. If Landlord has supplied Tenant with insurance policies covering any of the aforementioned risks, officersno claim shall be made against Landlord unless and until the insurer shall fail or refuse to defend and/or pay all or any part thereof. (b) Notwithstanding the foregoing, the indemnification described in this Section 15. 2 shall not apply to any liability, obligation, damage, penalty, claim, cost, charge or officials in the performance of each of their 720 obligations under this Lease, except to the extent that such liability or other loss is caused proximatelyexpense created, in 721 whole or in part, by the willful or negligent acts or willful acts omissions of Landlord Indemnitees. Landlord shall defend any and 722 all legal proceedings commenced against any Landlord Indemnitee arising under Landlord’s obligations 723 under this Article using legal counsel satisfactory to Tenant. Tenant shall use , its best efforts to give 724 Landlord reasonable notice of any legal proceeding of which it has actual knowledge. Landlord shall 725 deliver to Tenant copies of documents served in any legal proceeding arising agents or employees or in connection with any action by Landlord against Tenant for failure to comply with the 726 Parking Facility and, whenever requested by Tenant, shall advise Tenant as to the status of such legal 727 proceeding; provided, however, that any such consultation shall not cause Landlord to waive any claim of 728 privilege, including, without limitation, attorney-client privilege. If Landlord fails to defend any such 729 legal proceeding, Tenant shall have the right (but not the obligation) to defend the proceeding at 730 Landlord’s expense. Landlord shall not settle any such legal proceeding without Tenant’s prior written 731 consent unless the effect of such settlement shall be to release all Landlord Indemnitees from all liability 732 with respect to such legal proceeding (and all claims and liabilities asserted therein). For purposes provisions of this 733 Section, “legal proceedings” includes legal actions and administrative proceedings. 734 735 736 ARTICLE IX 737 738 INSURANCE 739Lease.