Common use of Landlord’s Indemnification Clause in Contracts

Landlord’s Indemnification. Landlord shall indemnify, protect, defend (by counsel reasonably acceptable to Tenant) and hold harmless Tenant and its partners, directors, officers, employees, shareholders, lenders, agents, contractors and each of their respective successors and assigns (individually and collectively, the 'Indemnified Parties") from and against any and all claims, judgments, causes of action, damages, penalties, fines, taxes, costs, liabilities, losses and expenses (including reasonable attorneys' fees) arising at any time during or after the Term as a result of (directly or indirectly, but only to the extent caused by) or in connection with (i) the presence of Hazardous Materials on, under or about the Premises or other properties adjacent thereto as of the Effective Date of this Lease, including but not limited to (a) the Hazardous Material subject to the Remediation Plan (as defined in Section 12.7 of the Master Lease); and (b) any Hazardous Materials migrating onto the Premises from the adjacent Hewlett-Packard property, or (ii) the presence of Hazardous Materials on, under or about the Premises due to the activities of Landlord and/or Landlord's agents, employees, contractors or assigns at any time before or after the Effective Date of this Lease. This indemnity shall include the cost of any required or necessary repair, cleanup or detoxification, and the preparation of any closure or other required plans, whether such action is required or necessary prior to or following the termination of this Lease. The strict compliance by Landlord with all Environmental Laws shall not excuse Landlord from Landlord's obligation of indemnification pursuant hereto. Landlord's obligations pursuant to the foregoing indemnity shall survive the termination of this Lease. The provisions of this Section 6.6.7 hereof pertain only to Hazardous Materials existing on or originating from the Premises or adjacent properties thereto on the Effective Date or due to the activities of Landlord and/or Landlord's agents, employees, contractors or assigns before or after the Effective Date and shall in no way be construed or understood to require Landlord to investigate, remediate, or indemnify any person in respect of any Hazardous Materials caused directly or indirectly by Tenant, its assignees or sublessees or any of its or their activities after the Effective Date.

Landlord’s Indemnification. Landlord shall indemnifySubject to Sections 14.2.1 and 9.2, protect, defend (by counsel reasonably acceptable to Tenant) and hold harmless Tenant and its partners, directors, officers, employees, shareholders, lenders, agents, contractors and each of their respective successors and assigns (individually and collectively, the 'Indemnified Parties") from and against any and all claims, judgments, causes of action, damages, penalties, fines, taxes, costs, liabilities, losses and expenses (including reasonable attorneys' fees) arising at any time during or after the Term as a result of (directly or indirectly, but only except to the extent caused byby the negligence or willful misconduct of Tenant as determined by a court of competent jurisdiction, Landlord shall defend, indemnify, and hold harmless (and to reimburse Tenant and the Tenant Parties) Tenant and the Tenant Parties from and against all Claims arising from, in connection with, or in any manner relating to (or alleged to arise from, to be in connection with with, or to be in any manner related to): (i) the presence negligence or willful misconduct of Hazardous Materials onLandlord, under its agents, servants, employees or about the Premises contractors, or other properties adjacent thereto as any member of the Effective Date of this Lease, including but not limited to (a) the Hazardous Material subject to the Remediation Plan (as defined in Section 12.7 of the Master Lease); and (b) any Hazardous Materials migrating onto the Premises from the adjacent Hewlett-Packard property, Landlord Group or (ii) any default of this Lease by Landlord. The foregoing notwithstanding, Landlord and Tenant acknowledge and agree that in no event shall Landlord’s indemnification obligations arise merely because Landlord failed to enforce the presence terms of Hazardous Materials onany other agreement with any other party or tenant in the Building, or failed to cause any such party or tenant to maintain its premises or cure any damages caused by such party or tenant or meet any obligations that such party or tenant had failed to satisfy. In the event that any action or proceeding is brought against Tenant or any member of the Tenant Parties by reason of any such Claim, Landlord upon notice from Tenant shall defend such action or proceeding at Landlord’s cost and expense by counsel reasonably approved by Tenant. Landlord’s obligations under this Section 14.2.2 shall survive the expiration or about termination of this Lease as to any matters arising prior to such expiration or termination or prior to Tenant’s vacation of the Premises due Tenant Space and the Building. Notwithstanding any provision to the activities of Landlord and/or contrary contained in this Section 14.2.2, (aa) nothing contained in this Section 14.2.2 shall be interpreted or used to in any way affect, limit, reduce or abrogate any insurance coverage provided by any insurer to either Tenant or Landlord's agents, employees, contractors ; and (bb) insurable risks and events that are otherwise covered by Section 9.2 or assigns at any time before or after the Effective Date 9.3 of this LeaseLease shall be governed by said Section 9.2 and 9.3, respectively, and are, collectively, excluded from the terms of this Section 14.2.2. This indemnity shall include the cost of any required or necessary repair, cleanup or detoxification, and the preparation of any closure or other required plans, whether such action is required or necessary prior to or following the termination of this Lease. The strict compliance by Landlord with all Environmental Laws shall not excuse Landlord from Landlord's obligation of indemnification pursuant hereto. Landlord's obligations pursuant to the foregoing indemnity provision shall survive the termination or expiration of this Lease. The provisions of this Section 6.6.7 hereof pertain only to Hazardous Materials existing on or originating from the Premises or adjacent properties thereto on the Effective Date or due to the activities of Landlord and/or Landlord's agents, employees, contractors or assigns before or after the Effective Date and shall in no way be construed or understood to require Landlord to investigate, remediate, or indemnify any person in respect of any Hazardous Materials caused directly or indirectly by Tenant, its assignees or sublessees or any of its or their activities after the Effective Date.

Landlord’s Indemnification. Except to the extent resulting from Tenant’s gross negligence or intentional misconduct, Landlord shall indemnify, protectdefend, defend (by counsel reasonably acceptable to Tenant) save and hold harmless Tenant and its partners, directors, officers, employees, shareholders, lenders, agents, contractors and each of their respective successors and assigns (individually and collectively, the 'Indemnified Parties") all other Tenant Parties from and against any and all demands, claims, judgments, causes of action, damagesfines, penalties, finesdamages, taxeslosses, costsliabilities (including, liabilitiesbut not limited to, losses strict liability), judgments, and expenses (including including, without limitation, reasonable attorneys' fees’ fees and expenses, filing and other court costs) arising at any time during or after the Term as a result of (directly or indirectly, but only to the extent caused by) or incurred in connection with or arising from (i) the presence of Hazardous Materials onany acts, under or about the Premises or other properties adjacent thereto as of the Effective Date of this Lease, including but not limited to (a) the Hazardous Material subject to the Remediation Plan (as defined in Section 12.7 of the Master Lease); and (b) any Hazardous Materials migrating onto the Premises from the adjacent Hewlett-Packard propertyomissions, or negligence of Landlord or any Landlord Party and (ii) the presence any accident, injury to or death of Hazardous Materials on, under persons or about loss or damage to any item of property occurring at the Premises due before the Commencement Date. If any action or proceeding is brought against Tenant or any Tenant Party by reason of any such indemnified claim as set forth above, Landlord, upon notice from Tenant, will defend the claim at Landlord’s sole cost and expense with counsel reasonably satisfactory to Tenant. In the activities event Tenant reasonably determines that the interests of Tenant or such Tenant Party and the interests of Landlord and/or in any such action or proceeding are not substantially the same and that Landlord's agents’s counsel cannot adequately represent the interests of Tenant or such Tenant Party with respect to such indemnified claim as set forth above, employees, contractors Tenant shall have the right to hire separate counsel in any such action or assigns at any time before or after the Effective Date of this Lease. This indemnity shall include the cost of any required or necessary repair, cleanup or detoxification, proceeding and the preparation of any closure or other required planscosts and expenses thereof, whether such action is required or necessary prior to or following the termination of this Lease. The strict compliance including all attorneys’ fees and expenses, shall be paid for by Landlord with all Environmental Laws shall not excuse Landlord from Landlord's obligation of indemnification pursuant hereto. Landlord's obligations pursuant to the foregoing indemnity shall survive the termination of this Lease. The provisions of this Section 6.6.7 hereof pertain only to Hazardous Materials existing on or originating from the Premises or adjacent properties thereto on the Effective Date or due to the activities of Landlord and/or Landlord's agents, employees, contractors or assigns before or after the Effective Date and shall in no way be construed or understood to require Landlord to investigate, remediate, or indemnify any person in respect of any Hazardous Materials caused directly or indirectly by Tenant, its assignees or sublessees or any of its or their activities after the Effective Date.

Landlord’s Indemnification. Landlord shall indemnifyneither hold nor attempt to hold Tenant or its employees or agents liable for, protect, defend (by counsel reasonably acceptable to Tenant) and Landlord shall indemnify and hold harmless Tenant and its partners, directors, officers, employees, shareholders, lenders, agents, contractors employees and each of their respective successors and assigns (individually and collectively, the 'Indemnified Parties") agents from and against any and all demands, claims, judgments, causes of action, damagesfines, penalties, fines, taxes, costsactual damages (but specifically excluding consequential damages), liabilities, losses judgments and expenses (expenses, including without limitation reasonable attorneys' ’ fees) arising at any time during or after the Term as a result of (directly or indirectly, but only to the extent caused by) or incurred in connection with or arising from: (ia) Any negligent act or omission (provided there was a duty to act) of Landlord or any person claiming under Landlord or any contractor, agent, employee, invitee or visitor of Landlord or of any such person (collectively “Landlord’s Persons”); (b) Any breach, violation or nonperformance by Landlord or any of Landlord’s Persons of any term, covenant or provision of this Lease or any law, ordinance or governmental requirement of any kind; and (c) Any injury or damage to the presence person, property or business of Hazardous Materials on, under Landlord or about any of Landlord’s Persons or any other person entering upon the Premises or other properties adjacent thereto as the Building under the express or implied invitation of Landlord; except for any injury or damage to persons or property which is proximately caused by the Effective Date willful misconduct or grossly negligent act or omission of this Lease, including but not limited to (a) the Hazardous Material subject to the Remediation Plan (as defined in Section 12.7 of the Master Lease); and (b) any Hazardous Materials migrating onto the Premises from the adjacent Hewlett-Packard property, or (ii) the presence of Hazardous Materials on, under or about the Premises due to the activities of Landlord and/or Landlord's agents, employees, contractors or assigns at any time before or after the Effective Date of this Lease. This indemnity shall include the cost of any required or necessary repair, cleanup or detoxification, and the preparation of any closure or other required plans, whether such action is required or necessary prior to or following the termination of this Lease. The strict compliance by Landlord with all Environmental Laws shall not excuse Landlord from Landlord's obligation of indemnification pursuant hereto. Landlord's obligations pursuant to the foregoing indemnity shall survive the termination of this Lease. The provisions of this Section 6.6.7 hereof pertain only to Hazardous Materials existing on or originating from the Premises or adjacent properties thereto on the Effective Date or due to the activities of Landlord and/or Landlord's agents, employees, contractors or assigns before or after the Effective Date and shall in no way be construed or understood to require Landlord to investigate, remediate, or indemnify any person in respect of any Hazardous Materials caused directly or indirectly by Tenant, its assignees or sublessees Tenant or any of its employees. If any action or their activities after proceeding is brought against Tenant or any of its employees by reason of any such claim for which Xxxxxxxx has indemnified Tenant, Landlord, upon notice from Tenant, shall defend the Effective Datesame at Landlord’s expense with counsel reasonably satisfactory to Tenant. Notwithstanding any provision of this Lease to the contrary, Landlord and Tenant agree that, with respect to each indemnity contained in this Lease, the indemnifying party shall not be required to indemnify the indemnified party for (a) such portion of any claim, cost, damage, expense, fee, liability, loss or suit which is attributable to the acts or omissions (including acts of negligence) of the indemnified party or its respective agents or employees, as applicable, or (b) the portion (if any) of any claim, cost, damage, expense, fee, liability, loss or suit for which the indemnified party is reimbursed by its insurance carrier(s) (or would have been reimbursed by its insurance carrier if the indemnified party had maintained the insurance required by this Lease) or any third party.

Landlord’s Indemnification. Landlord shall indemnify, protect, defend (by counsel reasonably acceptable to Tenant) indemnify and hold harmless Tenant and its partners, directors, officers, employees, shareholders, lenders, agents, contractors any other Tenant Indemnitee for and each of their respective successors and assigns (individually and collectively, the 'Indemnified Parties") from and against any and all claims, judgmentsdemands, causes of actionlosses, damages, penaltiescosts and liabilities, finesincluding, taxeswithout limitation, reasonable attorneys fees and costs, liabilitiesresulting from the negligent act or willful misconduct of Landlord or Landlord's agents or employees with respect to the Complex or the Premises or any default by Landlord in the observance or performance of any of Landlord's obligations hereunder. Landlord shall have no obligation under this Section 4.7 or under Section 4.3 above, losses and expenses (including reasonable attorneys' fees) arising at for any time during claim, action or after the Term as a result of (directly or indirectly, but only proceeding to the extent caused by) or in connection with (i) the presence of Hazardous Materials on, covered by Tenant's indemnification obligations under or about the Premises or other properties adjacent thereto as of the Effective Date of this Lease, including but not limited to (a) the Hazardous Material subject to the Remediation Plan (as defined in Section 12.7 of the Master Lease); and (b) any Hazardous Materials migrating onto the Premises from the adjacent Hewlett-Packard property, or (ii) the presence of Hazardous Materials on, under or about the Premises due to the activities of Landlord and/or Landlord's agents, employees, contractors or assigns at any time before or after the Effective Date of this Lease. This indemnity Landlord's indemnification obligations under Section 4.3 and this Section 4.7 shall include the cost of survive any required or necessary repair, cleanup or detoxification, and the preparation of any closure or other required plans, whether such action is required or necessary prior to or following the termination of this Lease. The strict compliance In case any claim, action or proceeding be brought, made or initiated against any Tenant Indemnitee that is covered by Landlord's indemnification under this Section 4.7, Landlord, upon notice from Tenant, shall at its sole cost and expense, resist, or defend such claim, action or proceeding by attorneys reasonably approved by Tenant. Notwithstanding the foregoing, the 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 such claim, action or proceeding 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 claims, actions or proceedings 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 such claims, actions or proceedings without Landlord's written consent. Any settlement not consented to by Landlord with all Environmental Laws shall not excuse Landlord from be covered by Landlord's obligation of indemnification pursuant hereto. Landlord's obligations pursuant to the foregoing indemnity shall survive the termination of this Lease. The provisions of this Section 6.6.7 hereof pertain only to Hazardous Materials existing on or originating from the Premises or adjacent properties thereto on the Effective Date or due to the activities of Landlord and/or Landlord's agents, employees, contractors or assigns before or after the Effective Date and shall in no way be construed or understood to require Landlord to investigate, remediate, or indemnify any person in respect of any Hazardous Materials caused directly or indirectly by Tenant, its assignees or sublessees or any of its or their activities after the Effective Dateindemnification.

Landlord’s Indemnification. Subject to applicable waivers of subrogation, releases, and limitations on liability (including, without limitation, Section 15.05), except to the extent caused by the negligence or willful misconduct of Tenant or its subtenants or licensees, or any of their respective partners, members, directors, principals, shareholders, officers, agents, employees and contractors (collectively, the “Tenant Indemnified Parties”), Landlord shall indemnify, protect, defend (by counsel reasonably acceptable to Tenant) and hold harmless Tenant and the other Tenant Indemnified Parties harmless from and against all claims by any person other than Tenant or any of the other Tenant Indemnified Parties, resulting from (a) any negligent act or omission (where there is a duty to act) or willful misconduct of Landlord or its partners, directors, officers, employees, shareholders, lenders, agents, employees or contractors and each of their respective successors and assigns (individually and collectively, the 'Indemnified Parties") from and against any and all claims, judgments, causes of action, damages, penalties, fines, taxes, costs, liabilities, losses and expenses (including reasonable attorneys' fees) arising at any time during or after the Term as a result of (directly or indirectly, but only to the extent caused by) or in connection with (i) the presence of Hazardous Materials on, under or about the Premises or other properties adjacent thereto as of the Effective Date of this Lease, including but not limited to (a) the Hazardous Material subject to the Remediation Plan (as defined in Section 12.7 of the Master Lease); and (b) any Hazardous Materials migrating onto breach or default by Landlord of Landlord’s obligations under this Lease beyond any applicable periods of notice and cure, together with all reasonable costs and expenses incurred in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and disbursements. None of the Premises events or conditions set forth in this paragraph shall be deemed a constructive or actual eviction or entitle Tenant to any abatement or reduction of Rent. If any action or proceeding is brought against any Tenant Indemnified Party by reason of such claim for which Landlord has liability hereunder, Tenant shall promptly notify Landlord and Landlord, upon notice from the adjacent Hewlett-Packard property, or (ii) the presence of Hazardous Materials on, under or about the Premises due to the activities of Landlord and/or Landlord's agents, employees, contractors or assigns at any time before or after the Effective Date of this Lease. This indemnity such Tenant Indemnified Party shall include the cost of any required or necessary repair, cleanup or detoxification, resist and the preparation of any closure or other required plans, whether defend such action is required or necessary prior proceeding (using counsel reasonably satisfactory to or following the termination of this LeaseTenant. The strict compliance by Landlord with all Environmental Laws shall not excuse Landlord from Landlord's obligation of indemnification pursuant hereto. Landlord's obligations pursuant to the foregoing indemnity shall survive the termination of this Lease. The provisions of this Section 6.6.7 hereof pertain only to Hazardous Materials existing on or originating from the Premises or adjacent properties thereto on the Effective Date or due to the activities of Landlord and/or Landlord's agentsNotwithstanding anything contained herein, employees, contractors or assigns before or after the Effective Date and shall in no way event shall Landlord be construed or understood liable to require Landlord to investigate, remediate, or indemnify any person in respect of any Hazardous Materials caused directly or indirectly by Tenant, its assignees or sublessees or any of its the Tenant Indemnified Parties for any consequential or their activities after the Effective Datepunitive damages.

Landlord’s Indemnification. Landlord shall be liable for, and shall indemnify, protectdefend, defend (by counsel reasonably acceptable to Tenant) protect and hold harmless Tenant and its partners, directors, officers, employees, shareholders, lenders, agents, contractors and each of their respective successors and assigns (individually and collectively, the 'Indemnified Parties") Tenant’s Parties harmless from and against against, any and all claims, damages, judgments, suits, causes of action, damageslosses, penaltiesliabilities and expenses, finesincluding, taxeswithout limitation, costsattorneys’ fees and court costs (collectively, liabilities“Tenant Indemnified Claims”), losses and expenses (including reasonable attorneys' fees) arising at any time during or after the Term as a result of (directly or indirectly, but only to the extent caused by) or in connection with (i) the presence of Hazardous Materials on, under or about the Premises or other properties adjacent thereto as of the Effective Date of this Lease, including but not limited to resulting from (a) the Hazardous Material subject to the Remediation Plan (as defined in Section 12.7 any negligent act or negligent omission of Landlord or any of the Master Lease)Landlord Parties; and and/or (b) any Hazardous Materials migrating onto default by Landlord as to any obligations on Landlord’s part to be performed under the Premises from the adjacent Hewlett-Packard property, or (ii) the presence of Hazardous Materials on, under or about the Premises due to the activities of Landlord and/or Landlord's agents, employees, contractors or assigns at any time before or after the Effective Date terms of this Lease. This indemnity shall include Lease or any default by Landlord under the cost terms of any required other contract or necessary repairagreement to which Landlord is a party or by which it is bound, cleanup affecting this Lease, the Premises, the Building and/or the Property. In case any action or detoxification, and the preparation proceeding is brought against Tenant or any Tenant’s Parties by reason of any closure such Tenant Indemnified Claims, Landlord, upon notice from Tenant, shall defend the same at Landlord’s expense by counsel approved in writing by Tenant, which approval shall not be unreasonably withheld. Landlord’s indemnification obligations under this Section 16.3 and elsewhere in this Lease shall survive the expiration or other required plans, whether such action is required or necessary prior to or following the earlier termination of this Lease. The strict compliance Landlord’s covenants, agreements and indemnification in this Section 16.3 are not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Landlord with all Environmental Laws shall not excuse Landlord from Landlord's obligation of indemnification pursuant hereto. Landlord's obligations pursuant to the foregoing indemnity shall survive the termination provisions of this Lease. The provisions of this Section 6.6.7 hereof pertain only to Hazardous Materials existing on or originating from the Premises or adjacent properties thereto on the Effective Date or due to the activities of Landlord and/or Landlord's agents, employees, contractors or assigns before or after the Effective Date and shall in no way be construed or understood to require Landlord to investigate, remediate, or indemnify any person in respect of any Hazardous Materials caused directly or indirectly by Tenant, its assignees or sublessees or any of its or their activities after the Effective Date.

Landlord’s Indemnification. Landlord shall indemnify, protect, defend (by counsel reasonably acceptable to Tenant) indemnify and hold harmless Tenant and its partners, directors, officers, employees, shareholders, lenders, agents, contractors any other Tenant Indemnitee for and each of their respective successors and assigns (individually and collectively, the 'Indemnified Parties") from and against any and all claims, judgmentsdemands, causes of actionlosses, damages, penaltiescosts and liabilities, finesincluding, taxeswithout limitation, reasonable attorneys fees and costs, liabilitiesresulting from the negligent act or willful misconduct of Landlord or Landlord's agents or employees with respect to the Complex or the Premises or any default by Landlord in the observance or performance of any of Landlord's obligations hereunder. Landlord shall have no obligation under this Section 4.7 or under Section 4.3 above, losses and expenses (including reasonable attorneys' fees) arising at for any time during claim, action or after the Term as a result of (directly or indirectly, but only proceeding to the extent caused by) or in connection with (i) the presence of Hazardous Materials on, covered by Tenant's indemnification obligations under or about the Premises or other properties adjacent thereto as of the Effective Date of this Lease, including but not limited to (a) the Hazardous Material subject to the Remediation Plan (as defined in Section 12.7 of the Master Lease); and (b) any Hazardous Materials migrating onto the Premises from the adjacent Hewlett-Packard property, or (ii) the presence of Hazardous Materials on, under or about the Premises due to the activities of Landlord and/or Landlord's agents, employees, contractors or assigns at any time before or after the Effective Date of this Lease. This indemnity Landlord's indemnification obligations under Section 4.3 and this Section 4.7 shall include the cost of survive any required or necessary repair, cleanup or detoxification, and the preparation of any closure or other required plans, whether such action is required or necessary prior to or following the termination of this Lease. The strict compliance In case any claim, action or proceeding be brought, made or initiated against any Tenant Indemnitee that is covered by Landlord's indemnification under this Section 4.7, Landlord, upon notice from Tenant, shall at its sole cost and expense, resist, or defend such claim, action or proceeding by attorneys reasonably approved by Tenant. Notwithstanding the foregoing, the 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 such claim, action or proceeding 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 claims, actions or proceedings 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 such claims, actions or proceedings without Landlord's written consent. Any settlement not consented to by Landlord with all Environmental Laws shall not excuse Landlord from be covered by Landlord's obligation of indemnification pursuant hereto. Landlord's obligations pursuant to the foregoing indemnity shall survive the termination of this Lease. The provisions of this Section 6.6.7 hereof pertain only to Hazardous Materials existing on or originating from the Premises or adjacent properties thereto on the Effective Date or due to the activities of Landlord and/or Landlord's agents, employees, contractors or assigns before or after the Effective Date and shall in no way be construed or understood to require Landlord to investigate, remediate, or indemnify any person in respect of any Hazardous Materials caused directly or indirectly by Tenant, its assignees or sublessees or any of its or their activities after the Effective Dateindemnification.

Landlord’s Indemnification. Except to the extent the claim arises out of any negligence or willful misconduct of Tenant or Tenant’s Parties, Landlord shall be liable for, and shall indemnify, protectdefend, defend (by counsel reasonably acceptable to Tenant) protect and hold harmless Tenant and its partners, directors, officers, employees, shareholders, lenders, agents, contractors and each of their respective successors and assigns (individually and collectively, the 'Indemnified Parties") Tenant’s Parties harmless from and against against, any and all claims, judgments, causes Indemnified Claims arising out of action, damages, penalties, fines, taxes, costs, liabilities, losses and expenses (including reasonable attorneys' fees) or resulting from third party claims against Tenant arising at any time during or after the Term as a result of (directly or indirectly, but only to the extent caused by) or in connection with (i) the presence of Hazardous Materials on, under or about the Premises or other properties adjacent thereto as of the Effective Date of this Lease, including but not limited to resulting from (a) any occurrence in the Hazardous Material subject Premises prior to the Remediation Plan (as defined in Section 12.7 date Landlord delivers possession of all or any portion of the Master Lease); and Premises to Tenant, (b) any Hazardous Materials migrating onto act or omission of Landlord or any Landlord’s Parties; (c) the Premises from use of the adjacent Hewlett-Packard propertyPremises, the Building and the Property by Landlord or any Landlord’s Parties, or (ii) the presence of Hazardous Materials onany other activity, under work or thing done, permitted or suffered by Landlord or any Landlord’s Parties, in or about the Premises due Premises, the Building or elsewhere on the Property; and/or (d) any default by Landlord as to any obligations on Landlord’s part to be performed under the activities of Landlord and/or Landlord's agents, employees, contractors or assigns at any time before or after the Effective Date terms of this Lease. This indemnity shall include Lease or the cost terms of any required contract or necessary repairagreement to which Landlord is a party or by which it is bound, cleanup affecting this Lease or detoxification, and the preparation Premises. In case any action or proceeding is brought against Tenant or any Tenant’s Parties by reason of any closure such Indemnified Claims, Landlord, upon notice from Tenant, shall defend the same at Landlord’s expense by counsel approved in writing by Tenant, which approval shall not be unreasonably withheld. Landlord’s indemnification obligations under this Section 16.3 and elsewhere in this Lease shall survive the expiration or other required plans, whether such action is required or necessary prior to or following the earlier termination of this Lease. The strict compliance Landlord’s covenants, agreements and indemnification in Section 16.1 and this Section 16.3 are not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Landlord with all Environmental Laws shall not excuse Landlord from Landlord's obligation of indemnification pursuant hereto. Landlord's obligations pursuant to the foregoing indemnity shall survive the termination provisions of this Lease. The provisions of this Section 6.6.7 hereof pertain only to Hazardous Materials existing on or originating from the Premises or adjacent properties thereto on the Effective Date or due to the activities of Landlord and/or Landlord's agents, employees, contractors or assigns before or after the Effective Date and shall in no way be construed or understood to require Landlord to investigate, remediate, or indemnify any person in respect of any Hazardous Materials caused directly or indirectly by Tenant, its assignees or sublessees or any of its or their activities after the Effective Date.

Landlord’s Indemnification. Landlord shall indemnify, protectdefend, defend (by counsel reasonably acceptable to Tenant) and hold harmless Tenant and Tenant, its agents, partners, directorsand employees from and against any and all claims for damage to the person or property of any person or entity arising from Landlord’s use of the Project, officersor from the conduct of Landlord’s business, employeesor from any activity, shareholderswork, lendersor things done, permitted, or suffered by Landlord in or about the Project and shall further indemnify, defend, and hold harmless Tenant, its agents, contractors partners, and each of their respective successors and assigns (individually and collectively, the 'Indemnified Parties") employees from and against any and all claims, judgments, causes of action, damages, penalties, fines, taxes, costs, liabilities, losses and expenses (including reasonable attorneys' fees) arising at from any time during breach or after default in the Term as a result performance of (directly or indirectly, but only any obligation of Landlord to be performed under the extent caused by) or in connection with (i) the presence of Hazardous Materials on, under or about the Premises or other properties adjacent thereto as of the Effective Date terms of this Lease, including but not limited to (a) the Hazardous Material subject to the Remediation Plan (as defined in Section 12.7 or arising from any act or omission of the Master Lease); and (b) any Hazardous Materials migrating onto the Premises from the adjacent Hewlett-Packard propertyLandlord, or (ii) the presence any of Hazardous Materials onLandlord’s agents, under or about the Premises due to the activities of Landlord and/or Landlord's agentscontractors, employees, contractors or assigns invitees, and from and against all costs, attorneys’ fees, expenses, and liabilities incurred by Tenant, its agents, partners, and employees as the result of any such use, conduct, activity, default, or negligence. In case any action or proceeding is brought against Tenant, its agents, partners, and employees, Landlord shall defend Tenant and its agents, partners, and employees at Landlord’s expense by counsel reasonably satisfactory to Tenant and tenant shall cooperate with Landlord in such defense. Tenant need not have first paid any time before or after the Effective Date of this Leaseclaim in order to be so indemnified. This indemnity shall include survive the cost of any required expiration or necessary repair, cleanup or detoxification, and the preparation of any closure or other required plans, whether such action is required or necessary prior to or following the sooner termination of this Lease. The strict compliance Such indemnification by Landlord with all Environmental Laws shall not excuse include an indemnification of Tenant against losses arising from acts or omissions of other tenants. Landlord from Landlord's does covenant and agree to use commercially reasonable efforts to enforce the obligation of indemnification pursuant hereto. Landlord's obligations pursuant to the foregoing indemnity shall survive the termination of this Lease. The provisions of this Section 6.6.7 hereof pertain only to Hazardous Materials existing on or originating from the Premises or adjacent properties thereto on the Effective Date or due to the activities of Landlord and/or Landlord's agents, employees, contractors or assigns before or after the Effective Date and shall in no way be construed or understood to require Landlord to investigate, remediate, or indemnify any person in respect of any Hazardous Materials caused directly or indirectly by Tenant, its assignees or sublessees or any of its such other tenants (or their activities after the Effective Dateinsurance companies) with respect to such losses.