Common use of Landlord’s Environmental Indemnification Clause in Contracts

Landlord’s Environmental Indemnification. (a) Landlord shall indemnify, defend and hold harmless Tenant, any leasehold mortgagee of Tenant, any purchaser in foreclosure from any leasehold mortgagee of Tenant, any person to whom Tenant assigns its interest in this Lease in compliance with Article 17 hereof, and any person to whom Tenant sublets all or any portion of the Premises in compliance with Article 18 hereof, and their respective successors, shareholders, officers, directors, employees and agents (Tenant and all such others being herein collectively referred to as "Tenant Indemnitees") from and against any and all claims, demands, actions, suits, orders, proceedings, judgments or injunctions threatened, made, brought, or entered against any Tenant Indemnitee by any federal, state, or local environmental governmental agency, or by any other person (including, without limitation, attorneys fees and expenses resulting therefrom) including, without limitation, those for bodily injury (including death), damage to real or personal property of such person, or costs of response as defined by Section 101(25) of CERCLA, 42 U.S.C. 9601 (25) or any other costs to investigate, abatx, xxmove or remediate as required by an appropriate governmental agency under federal or state law, incurred by such person (collectively referred to herein as "Claims") to the extent such Claims arise out of or in connection with any (i) Hazardous Materials in, on, under or from the Complex other than Tenant's Hazardous Materials, (ii) any violation by Landlord of an Environmental Law, or (iii) acts of any third party present on the Complex pursuant to an agreement entered into by Landlord permitting such party access to the Complex for purposes of testing, monitoring or remediation of Hazardous Materials other than Tenant's Hazardous Materials (collectively referred to herein as "Landlord's Environmental Indemnity Obligations"). Notwithstanding anything to the contrary herein, Landlord's Environmental Indemnity Obligations shall not include any of the following: (a) any Claims to the extent such Claims arise out of or are proximately caused by a breach of any provision of this Lease by Tenant or any other Tenant Indemnitee, (b) any Claims to the extent such Claims arise out of any Tenant's Hazardous Materials, (c) any Claims brought by any employee of Tenant or of any other Tenant Indemnitee where such Claim is covered by worker's compensation insurance maintained by Tenant or such Tenant Indemnitee, and (d) any Claims based on loss of use or occupancy of the Premises or any part thereof by any Tenant Indemnitee, or injury to or inconvenience or interference with Tenant's or any Tenant Indemnitee's business, and any Claims for lost profits or lost revenues of any type or kind resulting therefrom. In no event shall Landlord's Environmental Indemnity Obligations include remediation to standards more stringent than those required by the appropriate governmental agencies in order to Comply with Environmental Laws. In case any Claim that is covered by Landlord's Environmental Indemnity Obligations be initiated against any Tenant Indemnitee, then Landlord, upon notice from such Tenant Indemnitee, shall at its sole cost and expense, resist or defend such Claim by attorneys reasonably approved by such Tenant Indemnitee. Notwithstanding the foregoing, a Tenant Indemnitee may retain its own attorneys, and Landlord shall pay the reasonable fees and disbursements of such attorneys (except for fees and expenses for defense of any Claim brought by a Tenant Indemnitee against another Tenant Indemnitee, which shall not be paid by Landlord), to defend or assist in defending any claim, action or proceeding (i) involving potential liability of Five Million Dollars ($5,000,000) or more, (ii) if the Tenant Indemnitee shall have reasonably concluded that there may be a conflict of interest between Landlord and such Tenant Indemnitee in the conduct of the defense of such action (in which case Landlord shall not have the right to direct the defense of such Claim, on behalf of such Tenant Indemnitee), or (iii) the Claim is for equitable relief against the Tenant Indemnitee and no monetary damages are being sought against the Tenant Indemnitee. Landlord shall not settle any Claim against a Tenant Indemnitee without such Tenant Indemnitee's consent if such settlement involves relief other than the payment of money. No Tenant Indemnitee shall settle any Claim without Landlord's written consent. Any settlement not consented to by Landlord shall not be covered by Landlord's Environmental Indemnity Obligations. (b) Landlord agrees to indemnify, defend, and hold harmless Tenant from and against any and all Claims to the extent arising out of or resulting from (i) any discovery, disturbance or exacerbation of Hazardous Materials in, on, under or around the Complex by the Pre-Lease Geotechnical Consultant in the conduct of its activities pursuant to the Pre-Lease Access Agreement, including; without limitation, in connection with the storage of soil cuttings, whether or not such Claims result from any negligence or misconduct on the part of the Pre-Lease Geotechnical Consultant, or (ii) Landlord's performance of, or failure to perform, Landlord's obligations under Section 4 of the Pre-Lease Access Agreement.

Landlord’s Environmental Indemnification. (a) Landlord shall indemnify, defend and hold harmless Tenant, any leasehold mortgagee of Tenant, any purchaser in foreclosure from any leasehold mortgagee of Tenant, any person to whom Tenant assigns its interest in this Lease in compliance with Article 17 hereof, and any person to whom Tenant sublets all or any portion of the Premises in compliance with Article 18 hereof, and their respective successors, shareholders, officers, directors, employees and agents (Tenant and all such others being herein collectively referred to as "Tenant IndemniteesTENANT INDEMNITEES") from and against any and all claims, demands, actions, suits, orders, proceedings, judgments or injunctions threatened, made, brought, or entered against any Tenant Indemnitee by any federal, state, or local environmental governmental agency, or by any other person (including, without limitation, attorneys attorneys' fees and expenses resulting therefrom) including, without limitation, those for bodily injury (including death), damage to real or personal property of such person, or costs of response as defined by Section 101(25) of CERCLA, 42 U.S.C. 9601 (25) or any other costs to investigate, abatxxxxxx, xxmove remove or remediate as required by an appropriate governmental agency under federal or state law, incurred by such person (collectively referred to herein as "ClaimsCLAIMS") to the extent such Claims arise out of or in connection with any (i) Hazardous Materials in, on, under or from the Complex other than Tenant's Tenants' Hazardous Materials, (ii) any violation by Landlord of an Environmental Law, or (iii) acts of any third party present on the Complex pursuant to an agreement entered into by Landlord permitting such party access to the Complex for purposes of testing, monitoring or remediation of Hazardous Materials other than Tenant's Hazardous Materials (collectively referred to herein as "Landlord's Environmental Indemnity ObligationsLANDLORD'S ENVIRONMENTAL INDEMNITY OBLIGATIONS"). Notwithstanding anything to the contrary herein, Landlord's Environmental Indemnity Obligations shall not include any of the following: (a) any Claims to the extent such Claims arise out of or are proximately caused by a breach of any provision of this Lease by Tenant or any other Tenant IndemniteeIndenmitee, (b) any Claims to the extent such Claims arise out of any Tenant's Hazardous Materials, (c) any Claims brought by any employee of Tenant or of any other Tenant Indemnitee where such Claim is covered by worker's compensation insurance maintained by Tenant or such Tenant Indemnitee, and (d) any Claims based on loss of use or occupancy of the Premises or any part thereof by any Tenant Indemnitee, or injury to or inconvenience or interference with Tenant's or any Tenant Indemnitee's business, and any Claims for lost profits or lost revenues of any type or kind resulting therefrom. In no event shall Landlord's Environmental Indemnity Obligations include remediation to standards more stringent than that those required by the appropriate governmental agencies in order to Comply comply with Environmental Laws. In case any Claim that is covered by Landlord's Environmental Indemnity Obligations be initiated against any Tenant Indemnitee, then Landlord, upon notice from such Tenant Indemnitee, shall at its sole cost and expense, resist or defend such Claim by attorneys reasonably approved by such Tenant Indemnitee. Notwithstanding the foregoing, a Tenant Indemnitee may retain its own attorneys, and Landlord shall pay the reasonable fees and disbursements of such attorneys (except for fees and expenses for defense of any Claim brought by a Tenant Indemnitee against another Tenant Indemnitee, which shall not be paid by Landlord), to defend or assist in defending any claim, action or proceeding (i) involving potential liability of Five Million Dollars ($5,000,000) or more, (ii) if the Tenant Indemnitee shall have reasonably concluded that there may be a conflict of interest between Landlord and such Tenant Indemnitee in the conduct of the defense of such action (in which case Landlord shall not have the right to direct the defense of such Claim, on behalf of such Tenant Indemnitee), or (iii) the Claim is for equitable relief against the Tenant Indemnitee and no monetary damages are being sought against the Tenant Indemnitee. Landlord shall not settle any Claim against a Tenant Indemnitee without such Tenant Indemnitee's consent if such settlement involves relief other than that the payment of money. No Tenant Indemnitee shall settle any Claim without Landlord's written consent. Any settlement not consented to by Landlord shall not be covered by Landlord's Environmental Indemnity Obligations. (b) Landlord agrees to indemnify, defend, and hold harmless Tenant from and against any and all Claims to the extent arising out of or resulting from (i) any discovery, disturbance or exacerbation of Hazardous Materials in, on, under or around the Complex by the Pre-Lease Geotechnical Consultant in the conduct of its activities pursuant to the Pre-Lease Access Agreement, including; without limitation, in connection with the storage of soil cuttings, whether or not such Claims result from any negligence or misconduct on the part of the Pre-Lease Geotechnical Consultant, or (ii) Landlord's performance of, or failure to perform, Landlord's obligations under Section 4 of the Pre-Lease Access Agreement.

Landlord’s Environmental Indemnification. (a) Landlord On the Substantial Completion Date, the Property shall indemnifybe free of Hazardous Materials, defend and hold harmless Tenant, any leasehold mortgagee of Tenant, any purchaser in foreclosure from any leasehold mortgagee of Tenant, any person to whom Tenant assigns its interest in this Lease except Hazardous Materials that are: (i) present at the Property in compliance with Article 17 hereofEnvironmental Laws including, without limitation, Hazardous Materials ordinarily used in a first-class office building; (ii) the subject of any ongoing remediation and/or monitoring program as approved by the Connecticut Department of Environmental Protection or a “licensed environmental professional” within the meaning of Connecticut General Statutes §22a-134 ef seq., or (iii) present at the Property as a result of Tenant’s actions but in no event shall any Hazardous Materials exist in the Premises as of the Commencement Date other than in minor quantities typical for office needs. Landlord shall indemnify Tenant and the Tenant Parties and hold Tenant and the Tenant Parties harmless with respect to all liabilities, costs and expenses (including reasonable attorneys’ fees) arising from (A) the presence of Hazardous Materials on the Property or the Premises other than as permitted hereunder, and (B) any person violation of Environmental Laws with respect to whom the Property at any time during the Tern, provided that the condition described in clause (A) or (B) was (i) not caused by Tenant sublets all or any portion Tenant Party or by any other tenant at the Property, or (ii) caused by Landlord’s failure to comply with its obligation to cause the Property to be free of Hazardous Materials on the Substantial Completion Date as described in the first sentence of this subsection 24.1(a), Landlord shall remediate any condition for which Landlord is providing indemnification under this Section in accordance with all applicable requirements of Environmental Laws. Tenant shall not be liable for the presence of any Hazardous Materials on the Property or the Premises or the violation of any Environmental Law with regard to the Property or the Premises that is caused by Landlord or any of Landlord’s Representatives or that existed at the Premises as of the Substantial Completion Date, except with respect to any condition caused by, but only to the extent caused by, the actions or inactions of Tenant or the Tenant Parties, including actions or inactions that exacerbate any environmental condition present on the Premises in compliance with Article 18 hereofprior to the date of execution of this Lease, In addition to the foregoing indemnification, Landlord hereby agrees to indemnify, protect, defend, save and their respective successors, shareholders, officers, directors, employees and agents (hold Tenant and all such others being herein collectively referred to as "the Tenant Indemnitees") Parties harmless from and against any and all debts, duties, obligations, liabilities, suits, claims, demands, actionscauses of action, suitsfees, ordersdamages, proceedingslosses, judgments or injunctions threatened, made, brought, or entered against any Tenant Indemnitee by any federal, state, or local environmental governmental agency, or by any other person costs and expenses (including, without limitation, attorneys reasonable legal expenses and attorneys’ fees and expenses resulting therefromwith respect to the same) (“Losses”), in any way relating to, connected with or arising out of any environmental condition relating to the time period prior to the Substantial Completion Date, including, without limitation, those for bodily injury (including death)any debts, damage duties, obligations, liabilities, suits, claims, demands, causes of action, damages, losses, costs and expenses in any way relating to, connected with or arising out of the foregoing. This agreement to real or personal property of such person, or costs of response as defined by Section 101(25) of CERCLA, 42 U.S.C. 9601 (25) or indemnify and hold harmless shall be in addition to any other costs obligations or liabilities Landlord may have to investigate, abatx, xxmove or remediate as required by an appropriate governmental agency under federal or state Tenant at common law, incurred by such person (collectively referred under all Applicable Laws or otherwise, and shall survive, with respect to herein as "Claims") to liability that accrues during the extent such Claims arise out of or in connection with any (i) Hazardous Materials in, on, under or from the Complex other than Tenant's Hazardous Materials, (ii) any violation by Landlord of an Environmental Law, or (iii) acts of any third party present on the Complex pursuant to an agreement entered into by Landlord permitting such party access to the Complex for purposes of testing, monitoring or remediation of Hazardous Materials other than Tenant's Hazardous Materials (collectively referred to herein as "Landlord's Environmental Indemnity Obligations"). Notwithstanding anything to the contrary herein, Landlord's Environmental Indemnity Obligations shall not include any of the following: (a) any Claims to the extent such Claims arise out of or are proximately caused by a breach of any provision Term of this Lease by Tenant or any other Tenant IndemniteeLease, (b) any Claims to the extent such Claims arise out without limit of any Tenant's Hazardous Materials, (c) any Claims brought by any employee of Tenant or of any other Tenant Indemnitee where such Claim is covered by worker's compensation insurance maintained by Tenant or such Tenant Indemnitee, and (d) any Claims based on loss of use or occupancy of the Premises or any part thereof by any Tenant Indemnitee, or injury to or inconvenience or interference with Tenant's or any Tenant Indemnitee's business, and any Claims for lost profits or lost revenues of any type or kind resulting therefrom. In no event shall Landlord's Environmental Indemnity Obligations include remediation to standards more stringent than those required by the appropriate governmental agencies in order to Comply with Environmental Laws. In case any Claim that is covered by Landlord's Environmental Indemnity Obligations be initiated against any Tenant Indemnitee, then Landlord, upon notice from such Tenant Indemnitee, shall at its sole cost and expense, resist or defend such Claim by attorneys reasonably approved by such Tenant Indemnitee. Notwithstanding the foregoing, a Tenant Indemnitee may retain its own attorneys, and Landlord shall pay the reasonable fees and disbursements of such attorneys (except for fees and expenses for defense of any Claim brought by a Tenant Indemnitee against another Tenant Indemnitee, which shall not be paid by Landlord), to defend or assist in defending any claim, action or proceeding (i) involving potential liability of Five Million Dollars ($5,000,000) or more, (ii) if the Tenant Indemnitee shall have reasonably concluded that there may be a conflict of interest between Landlord and such Tenant Indemnitee in the conduct of the defense of such action (in which case Landlord shall not have the right to direct the defense of such Claim, on behalf of such Tenant Indemnitee), or (iii) the Claim is for equitable relief against the Tenant Indemnitee and no monetary damages are being sought against the Tenant Indemnitee. Landlord shall not settle any Claim against a Tenant Indemnitee without such Tenant Indemnitee's consent if such settlement involves relief other than the payment of money. No Tenant Indemnitee shall settle any Claim without Landlord's written consent. Any settlement not consented to by Landlord shall not be covered by Landlord's Environmental Indemnity Obligationstime. (b) Landlord agrees to indemnifyshall notify Tenant, defendpromptly upon Landlord’s learning thereof, and hold harmless Tenant from and against any and all Claims to the extent arising out of or resulting from any: (i) notice of violation to Landlord or awareness by Landlord of a condition which might reasonably result in a notice of violation of any discovery, disturbance or exacerbation applicable Environmental Law with respect to the Property; and (ii) release of Hazardous Materials inon the Property or presence of Hazardous Materials on the Property in violation of Environmental Laws, onexcept such releases or presence caused by Tenant or any of the Tenant Parties. (c) Notwithstanding anything to the contrary contained in this Lease, under in the event any Hazardous Materials are discovered at the Property except as permitted by subsection 24.1(a) (other than Hazardous Materials brought onto the Property by Tenant or around the Complex by Tenant Parties and violations of Environmental Laws arising from Tenant’s performance of the Pre-Lease Geotechnical Consultant in Tenant Improvements) or any violation of Environmental Laws exists with respect to the Property, prior to the date Tenant completes the Tenant Improvements and takes initial occupancy of the Premises for the conduct of its activities pursuant business, then (i) Landlord, at Landlord’s cost and expense, shall remove such Hazardous Materials and/or cure such violation in compliance with Applicable Laws (any such work being “Landlord Cure Work”) so that Tenant shall be permitted to perform the Pre-Lease Access AgreementTenant Improvements (including, including; without limitation, obtain any building permits or other governmental approvals or signoffs with respect thereto) and to occupy the Premises for the use permitted under this Lease and (ii) if Tenant is actually delayed in connection with completing the storage Tenant Improvements and/or taking occupancy of soil cuttings, whether or not such Claims result from any negligence or misconduct the Premises in the condition required on the part Occupancy Date due to (x) the existence of such Hazardous Materials to the Pre-Lease Geotechnical Consultantextent not permitted by subsection 24.1(a) or violation(s) of Environmental Laws, or (iiy) Landlord's the performance of, or failure to perform, Landlord's obligations under Section 4 of the Pre-Lease Access AgreementLandlord Cure Work the following shall apply (each day that Tenant is prevented from using or occupying the Premises due to the provisions herein is referred to herein as the “Environmental Delay Period”): (a) if the Environmental Delay Period shall consist of sixty (60) or fewer days, then Tenant shall be entitled to a Rent abatement equal to one (1) day for each day of the Environmental Delay Period; and (b) if the Environmental Delay Period shall consist of more than sixty (60) days, then (in addition to the abatement described in clause (a) of this Section for the initial sixty (60) day period) Tenant shall be entitled to a Rent abatement equal to one and one half (1.5) days for each day of the Environmental Delay Period after the sixtieth (60th) day.

Landlord’s Environmental Indemnification. (a) Landlord On the Substantial Completion Date, the Property shall indemnifybe free of Hazardous Materials, defend and hold harmless Tenant, any leasehold mortgagee of Tenant, any purchaser in foreclosure from any leasehold mortgagee of Tenant, any person to whom Tenant assigns its interest in this Lease except Hazardous Materials that are: (i) present at the Property in compliance with Article 17 hereofEnvironmental Laws including, without limitation, Hazardous Materials ordinarily used in a first-class office building; (ii) the subject of any ongoing remediation and/or monitoring program as approved by the Connecticut Department of Environmental Protection or a “licensed environmental professional” within the meaning of Connecticut General Statutes §22a-134 et seq., or (iii) present at the Property as a result of Tenant’s actions but in no event shall any Hazardous Materials exist in the Premises as of the Commencement Date other than in minor quantities typical for office needs. Landlord, at its expense, shall cause any ongoing remediation and/or monitoring program as referred to in this Section 24.1(a) to be diligently performed to completion, and Landlord shall have access to the Land at all times, upon reasonable prior notice, for the purpose of performing such remediation and/or monitoring. Landlord shall indemnify Tenant and the Tenant Parties and hold Tenant and the Tenant Parties harmless with respect to all liabilities, costs and expenses (including reasonable attorneys’ fees) arising from (A) the presence of Hazardous Materials on the Property or the Premises other than as permitted hereunder, and (B) any person violation of Environmental Laws with respect to whom the Property at any time during the Term, provided that the condition described in clause (A) or (B) was (i) not caused by Tenant sublets all or any portion Tenant Party or by any other tenant at the Property, or (ii) caused by Landlord’s failure to comply with its obligation to cause the Property to be free of Hazardous Materials on the Substantial Completion Date as described in the first sentence of this subsection 24.1(a). Landlord shall remediate any condition for which Landlord is providing indemnification under this Section in accordance with all applicable requirements of Environmental Laws. Tenant shall not be liable for the presence of any Hazardous Materials on the Property or the Premises or the violation of any Environmental Law with regard to the Property or the Premises that is caused by Landlord or any of Landlord’s Representatives or that existed at the Premises as of the Substantial Completion Date, except with respect to any condition caused by, but only to the extent caused by, the actions or inactions of Tenant or the Tenant Parties, including actions or inactions that exacerbate any environmental condition present on the Premises in compliance with Article 18 hereofprior to the date of execution of this Lease. In addition to the foregoing indemnification, Landlord hereby agrees to indemnify, protect, defend, save and their respective successors, shareholders, officers, directors, employees and agents (hold Tenant and all such others being herein collectively referred to as "the Tenant Indemnitees") Parties harmless from and against any and all debts, duties, obligations, liabilities, suits, claims, demands, actionscauses of action, suitsfees, ordersdamages, proceedingslosses, judgments or injunctions threatened, made, brought, or entered against any Tenant Indemnitee by any federal, state, or local environmental governmental agency, or by any other person costs and expenses (including, without limitation, attorneys reasonable legal expenses and attorneys’ fees and expenses resulting therefromwith respect to the same) (“Losses”), in any way relating to, connected with or arising out of any environmental condition relating to the time period prior to the Substantial Completion Date, including, without limitation, those for bodily injury (including death)any debts, damage duties, obligations, liabilities, suits, claims, demands, causes of action, damages, losses, costs and expenses in any way relating to, connected with or arising out of the foregoing. This agreement to real or personal property of such person, or costs of response as defined by Section 101(25) of CERCLA, 42 U.S.C. 9601 (25) or indemnify and hold harmless shall be in addition to any other costs obligations or liabilities Landlord may have to investigate, abatx, xxmove or remediate as required by an appropriate governmental agency under federal or state Tenant at common law, incurred by such person (collectively referred under all Applicable Laws or otherwise, and shall survive, with respect to herein as "Claims") to liability that accrues during the extent such Claims arise out of or in connection with any (i) Hazardous Materials in, on, under or from the Complex other than Tenant's Hazardous Materials, (ii) any violation by Landlord of an Environmental Law, or (iii) acts of any third party present on the Complex pursuant to an agreement entered into by Landlord permitting such party access to the Complex for purposes of testing, monitoring or remediation of Hazardous Materials other than Tenant's Hazardous Materials (collectively referred to herein as "Landlord's Environmental Indemnity Obligations"). Notwithstanding anything to the contrary herein, Landlord's Environmental Indemnity Obligations shall not include any of the following: (a) any Claims to the extent such Claims arise out of or are proximately caused by a breach of any provision Term of this Lease by Tenant or any other Tenant IndemniteeLease, (b) any Claims to the extent such Claims arise out without limit of any Tenant's Hazardous Materials, (c) any Claims brought by any employee of Tenant or of any other Tenant Indemnitee where such Claim is covered by worker's compensation insurance maintained by Tenant or such Tenant Indemnitee, and (d) any Claims based on loss of use or occupancy of the Premises or any part thereof by any Tenant Indemnitee, or injury to or inconvenience or interference with Tenant's or any Tenant Indemnitee's business, and any Claims for lost profits or lost revenues of any type or kind resulting therefrom. In no event shall Landlord's Environmental Indemnity Obligations include remediation to standards more stringent than those required by the appropriate governmental agencies in order to Comply with Environmental Laws. In case any Claim that is covered by Landlord's Environmental Indemnity Obligations be initiated against any Tenant Indemnitee, then Landlord, upon notice from such Tenant Indemnitee, shall at its sole cost and expense, resist or defend such Claim by attorneys reasonably approved by such Tenant Indemnitee. Notwithstanding the foregoing, a Tenant Indemnitee may retain its own attorneys, and Landlord shall pay the reasonable fees and disbursements of such attorneys (except for fees and expenses for defense of any Claim brought by a Tenant Indemnitee against another Tenant Indemnitee, which shall not be paid by Landlord), to defend or assist in defending any claim, action or proceeding (i) involving potential liability of Five Million Dollars ($5,000,000) or more, (ii) if the Tenant Indemnitee shall have reasonably concluded that there may be a conflict of interest between Landlord and such Tenant Indemnitee in the conduct of the defense of such action (in which case Landlord shall not have the right to direct the defense of such Claim, on behalf of such Tenant Indemnitee), or (iii) the Claim is for equitable relief against the Tenant Indemnitee and no monetary damages are being sought against the Tenant Indemnitee. Landlord shall not settle any Claim against a Tenant Indemnitee without such Tenant Indemnitee's consent if such settlement involves relief other than the payment of money. No Tenant Indemnitee shall settle any Claim without Landlord's written consent. Any settlement not consented to by Landlord shall not be covered by Landlord's Environmental Indemnity Obligationstime. (b) Landlord agrees to indemnifyshall notify Tenant, defendpromptly upon Landlord’s learning thereof, and hold harmless Tenant from and against any and all Claims to the extent arising out of or resulting from any: (i) notice of violation to Landlord or awareness by Landlord of a condition which might reasonably result in a notice of violation of any discovery, disturbance or exacerbation applicable Environmental Law with respect to the Property; and (ii) release of Hazardous Materials in, on, under or around the Complex by the Pre-Lease Geotechnical Consultant in the conduct of its activities pursuant to the Pre-Lease Access Agreement, including; without limitation, in connection with the storage of soil cuttings, whether or not such Claims result from any negligence or misconduct on the part Property or presence of Hazardous Materials on the Property in violation of Environmental Laws, except such releases or presence caused by Tenant or any of the Pre-Lease Geotechnical Consultant, or (ii) Landlord's performance of, or failure to perform, Landlord's obligations under Section 4 of the Pre-Lease Access AgreementTenant Parties.

Landlord’s Environmental Indemnification. (a) The Landlord shall agrees to indemnify, defend and hold harmless Tenant, any leasehold mortgagee of Tenant, any purchaser in foreclosure from any leasehold mortgagee of Tenant, any person to whom the Tenant assigns and its interest in this Lease in compliance with Article 17 hereof, and any person to whom Tenant sublets all or any portion of the Premises in compliance with Article 18 hereof, and their respective successors, shareholders, officers, directors, employees employees, agents, successors and agents assigns (Tenant and all such others being herein collectively referred to as "together, the “Tenant Indemnitees"”) from and against any and all claims, demands, actionsliabilities, suitsdamages, orderslosses, proceedingsdeficiencies and expenses (including without limitation reasonable legal, judgments or injunctions threatenedaccounting, madeconsulting, broughtengineering, and other expenses), which may be imposed upon, incurred by, or entered asserted against any of the Tenant Indemnitee by any federal, state, or local environmental governmental agency, or Indemnitees by any other person party or parties (including, without limitation, attorneys fees a governmental entity), arising out of, in connection with, or relating to the subject matter of: (a) any actual or alleged Release or Threat of Release of any Hazardous Material at or from the Property in connection with the use and/or possession of the Property by the Landlord, any Landlord Responsible Party, any predecessor of the Landlord, and expenses resulting therefrom) any tenant or other third party on the Property as an agent, employee or contractor of “any tenant”, or in connection with any operations of the Landlord, or any predecessor of the Landlord or of any Landlord Responsible Party, or any tenant or other third party on the Property as an agent, employee or contractor of “any tenant”, or in connection with Landlord’s Work (including, without limitation, those for bodily injury (including deaththe removal and demolition of the environmental chamber), damage including without limitation, a Release or Threat of Release of Hazardous Material which was first located at the Property and was subsequently transported to real another location; or (b) any actual or personal property alleged violation of such personan Environmental Law in connection with the use and/or possession of the Property by the Landlord, any predecessor of the Landlord, and any tenant or other third party on the Property as an agent, employee or contractor of “any tenant”, or costs with any operations of response as defined by Section 101(25) the Landlord (and any predecessor of CERCLA, 42 U.S.C. 9601 (25the Landlord) or any Landlord Responsible Party or any tenant thereon or other costs to investigatethird party on the Property as an agent, abatxemployee or contractor of “any tenant”, xxmove or remediate as required by an appropriate governmental agency under federal or state law, incurred by such person (collectively referred to herein as "Claims") to the extent such Claims arise out of or in connection with any Landlord’s Work (i) Hazardous Materials inincluding, on, under or from the Complex other than Tenant's Hazardous Materials, (ii) any violation by Landlord of an Environmental Law, or (iii) acts of any third party present on the Complex pursuant to an agreement entered into by Landlord permitting such party access to the Complex for purposes of testing, monitoring or remediation of Hazardous Materials other than Tenant's Hazardous Materials (collectively referred to herein as "Landlord's Environmental Indemnity Obligations"). Notwithstanding anything to the contrary herein, Landlord's Environmental Indemnity Obligations shall not include any of the following: (a) any Claims to the extent such Claims arise out of or are proximately caused by a breach of any provision of this Lease by Tenant or any other Tenant Indemnitee, (b) any Claims to the extent such Claims arise out of any Tenant's Hazardous Materials, (c) any Claims brought by any employee of Tenant or of any other Tenant Indemnitee where such Claim is covered by worker's compensation insurance maintained by Tenant or such Tenant Indemnitee, and (d) any Claims based on loss of use or occupancy of the Premises or any part thereof by any Tenant Indemnitee, or injury to or inconvenience or interference with Tenant's or any Tenant Indemnitee's business, and any Claims for lost profits or lost revenues of any type or kind resulting therefrom. In no event shall Landlord's Environmental Indemnity Obligations include remediation to standards more stringent than those required by the appropriate governmental agencies in order to Comply with Environmental Laws. In case any Claim that is covered by Landlord's Environmental Indemnity Obligations be initiated against any Tenant Indemnitee, then Landlord, upon notice from such Tenant Indemnitee, shall at its sole cost and expense, resist or defend such Claim by attorneys reasonably approved by such Tenant Indemnitee. Notwithstanding the foregoing, a Tenant Indemnitee may retain its own attorneys, and Landlord shall pay the reasonable fees and disbursements of such attorneys (except for fees and expenses for defense of any Claim brought by a Tenant Indemnitee against another Tenant Indemnitee, which shall not be paid by Landlord), to defend or assist in defending any claim, action or proceeding (i) involving potential liability of Five Million Dollars ($5,000,000) or more, (ii) if the Tenant Indemnitee shall have reasonably concluded that there may be a conflict of interest between Landlord and such Tenant Indemnitee in the conduct of the defense of such action (in which case Landlord shall not have the right to direct the defense of such Claim, on behalf of such Tenant Indemnitee), or (iii) the Claim is for equitable relief against the Tenant Indemnitee and no monetary damages are being sought against the Tenant Indemnitee. Landlord shall not settle any Claim against a Tenant Indemnitee without such Tenant Indemnitee's consent if such settlement involves relief other than the payment of money. No Tenant Indemnitee shall settle any Claim without Landlord's written consent. Any settlement not consented to by Landlord shall not be covered by Landlord's Environmental Indemnity Obligations. (b) Landlord agrees to indemnify, defend, and hold harmless Tenant from and against any and all Claims to the extent arising out of or resulting from (i) any discovery, disturbance or exacerbation of Hazardous Materials in, on, under or around the Complex by the Pre-Lease Geotechnical Consultant in the conduct of its activities pursuant to the Pre-Lease Access Agreement, including; without limitation, in connection with the storage of soil cuttings, whether or not such Claims result from any negligence or misconduct on the part removal and demolition of the Pre-Lease Geotechnical Consultant, environmental chamber) by the Landlord or (ii) any Landlord Responsible Party. The Landlord's performance of, or failure to perform, Landlord's ’s obligations under this Section 4 10.3 as to all references to “any tenant” and/or their agents, employees or contractors shall only apply as to conditions already in existence as of the Pre-Lease Access Agreementdate hereof.