Common use of Laws, Ordinances, Requirements of Public Authorities Clause in Contracts

Laws, Ordinances, Requirements of Public Authorities. Section 8.01. (a) Tenant, at its expense, shall comply with all laws, orders, ordinances, rules and regulations and directions of Federal, State, County and Municipal authorities and departments thereof having jurisdiction over the Demised Premises and the Building, including but not limited to the Americans With Disabilities Act ("Governmental Requirements"), referable to Tenant or the Demised Premises, unless arising by reason of Tenant's occupancy, use or manner of use of the Demised Premises or any installations made therein by or at Tenant's request, or any default by Tenant under this Lease. (b) Tenant covenants and agrees that Tenant shall, at Tenant's sole cost and expense, comply at all times with all Governmental Requirements governing the use, generation, storage, treatment and/or disposal of any "Hazardous Materials" (which term shall mean any biologically or chemically active or other toxic or hazardous wastes, pollutants or substances, including, without limitation, asbestos, PCBs, petroleum products and by-products, substances defined or listed as "hazardous substances" or "toxic substances" or similarly identified in or pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. ss.9601 et seq., and as hazardous wastes under the Resource Conservation and Recovery Act, 42 U.S.C. ss.6010 et seq., any chemical substance or mixture regulated under the Toxic Substance Control Act of 1976, as amended, 15 U.S.C. ss.2601 et seq., any "toxic pollutant" under the Clean Water Act, 33 U.S.C. ss.466 et seq., as amended, any hazardous air pollutant under the Clean Air Act, 42 U.S.C. ss.7401 et seq., hazardous materials identified in or pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. ss.1802 et seq., and any hazardous or toxic substances or pollutant regulated under any other Governmental Requirements). Tenant shall agree to execute, from time to time, at Landlord's request, affidavits, representations and the like concerning Tenant's best knowledge and belief regarding the presence of Hazardous Materials in, on, under or about the Demised Premises, the Building or the Land. Tenant shall indemnify and hold harmless Landlord, its partners, officers, shareholders, members, directors and employees, Overlandlord and any mortgagee (collectively, the "Indemnitees"), from and against any loss, cost, damage, liability or expense (including attorneys' fees and disbursements) arising by reason of any cleanup, removal, remediation, detoxification action or any other activity required or recommended of any Indemnitees by any government authority by reason of the presence in or about the Land, the Building or the Demised Premises of any Hazardous Materials, as a result of or in connection with the act or omission of Tenant or any person or entity within Tenant's control or the breach of this Lease by Tenant or any person or entity within Tenant's control. The foregoing covenants and indemnity shall survive the expiration of any termination of this Lease. (c) Landlord, at its expense, shall comply with and cure Governmental Requirements relating to the public portions of the Building and to the Demised Premises, provided non-compliance will materially curtail Tenant's use or access to the Demised Premises and provided that Tenant is not obligated to comply with them under the provisions of subdivision (a) of this Section. Landlord, at its expense, may contest the validity of any Governmental Requirements and postpone compliance therewith pending such contest.

Laws, Ordinances, Requirements of Public Authorities. Section 8.01. (a) Tenant, at its expense, shall comply with all laws, orders, ordinances, rules and regulations and directions of Federal, State, County and Municipal authorities and departments thereof having jurisdiction over the Demised Premises and the Building, now or hereafter in effect including but not limited to the Americans With Disabilities Act (collectively "Governmental Requirements"), referable to Tenant or the Demised Premises, unless arising solely by reason of Tenant's occupancy, use or particular manner of use of the Demised Premises or any installations made therein by or at Tenant's request, or any default by Tenant under this Lease. (b) Tenant covenants and agrees that Tenant shall, at Tenant's sole cost and expense, comply at all times with all Governmental Requirements governing the use, generation, storage, treatment and/or disposal in the Demised Premises of any "Hazardous Materials" (which term shall mean any biologically or chemically active or other toxic or hazardous wastes, pollutants or substances, including, without limitation, asbestos, PCBs, petroleum products and by-products, substances defined or listed as "hazardous substances" or "toxic substances" or similarly identified in or pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. ss.9601 ss. 9601 et seq., and as hazardous wastes under the Resource Conservation and Recovery Act, 42 U.S.C. ss.6010 ss. 6010 et seq., any chemical substance or mixture regulated under the Toxic Substance Control Act of 1976, as amended, 15 U.S.C. ss.2601 ss. 2601 et seq., any "toxic pollutant" under the Clean Water Act, 33 U.S.C. ss.466 ss. 466 et seq., as amended, any hazardous air pollutant under the Clean Air Act, 42 U.S.C. ss.7401 ss. 7401 et seq., hazardous materials identified in or pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. ss.1802 ss. 1802 et seq., and any hazardous or toxic substances or pollutant regulated under any other Governmental Requirements). Tenant shall agree to execute, from time to time, at Landlord's request, affidavits, representations and the like concerning Tenant's best knowledge and belief regarding the presence of Hazardous Materials in, on, under or about the Demised Premises, the Building or the Land. Tenant shall indemnify and hold harmless Landlord, its partners, officers, shareholders, members, directors and employees, Overlandlord the lessor under the Saks Lease (as hereinafter defined) and any mortgagee (collectively, the "Indemnitees"), from and against any loss, cost, damage, liability or expense (including attorneys' fees and disbursements) arising by reason of any cleanup, removal, remediation, detoxification action or any other activity required or recommended of any Indemnitees by any government authority by reason of the presence in or about the Land, the Building or the Demised Premises of any hereafter occurring Hazardous Materials, as a result of or in connection with the act or omission of Tenant or any person or entity within Tenant's control or the breach of this Lease by Tenant or any person or entity within Tenant's control. The foregoing covenants and indemnity shall survive the expiration of any termination of this Lease. (c) Landlord, at its expense, shall comply with and cure all Governmental Requirements relating to the public portions of the Building and to the Demised Premises, provided non-compliance will materially curtail Tenant's use or access to the Demised Premises and provided that for which Tenant is not obligated to comply with them responsible under the provisions of subdivision (a) of this Section. Landlord, at its expense, may contest the validity of any Governmental Requirements and postpone compliance therewith pending such contest, provided the same does not materially adversely affect Tenant's ability to use and occupy the Demised Premises for the conduct of Tenant's business and in accordance with this Lease. The foregoing covenants and indemnity shall survive the expiration of any termination of this Lease.

Laws, Ordinances, Requirements of Public Authorities. Section 8.01. (a) Subject to the provisions of this Article 8, Tenant, at its expense, shall comply with all laws, orders, ordinances, rules and regulations and directions of Federal, State, County and Municipal authorities and departments thereof having jurisdiction over the Demised Premises and the Building, including but not limited to the Americans With Disabilities Act ("Governmental Requirements"), referable to Tenant or the Demised Premises, unless arising by reason of Tenant's occupancy, use or particular manner of use of the Demised Premises (other than in contradistinction merely for the office uses permitted in Section 4.01) or any installations made therein by or at Tenant's request, or any default by Tenant under this Lease. (b) Except as otherwise provided herein, Tenant covenants and agrees that Tenant shall, at Tenant's sole cost and expense, comply at all times with all Governmental Requirements governing the use, generation, storage, treatment and/or disposal of any "Hazardous Materials" (which term shall mean any biologically or chemically active or other toxic or hazardous wastes, pollutants or substances, including, without limitation, asbestos, PCBs, petroleum products and by-products, substances defined or listed as "hazardous substances" or "toxic substances" or similarly identified in or pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. ss.9601 (S) 9601 et seq., and as hazardous wastes under the Resource Conservation and Recovery Act, 42 U.S.C. ss.6010 (S) 6010 et seq., any chemical substance or mixture regulated under the Toxic Substance Control Act of 1976, as amended, 15 U.S.C. ss.2601 (S) 2601 et seq., any "toxic pollutant" under the Clean Water Act, 33 U.S.C. ss.466 (S) 466 et seq., as amended, any hazardous air pollutant under the Clean Air Act, 42 U.S.C. ss.7401 (S) 7401 et seq., hazardous materials identified in or pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. ss.1802 (S) 1802 et seq., and any hazardous or toxic substances or pollutant regulated under any other Governmental Requirements). Tenant shall agree to execute, from time to time, at Landlord's request, affidavits, representations and the like concerning Tenant's best knowledge and belief regarding the presence of Hazardous Materials in, on, under or about the Demised Premises, the Building or the Land. Tenant shall indemnify and hold harmless Landlord, its partners, officers, shareholders, members, directors and employees, Overlandlord and any mortgagee (collectively, the "Indemnitees"), from and against any loss, cost, damage, liability or expense (including attorneys' fees and disbursements) arising by reason of any cleanup, removal, remediation, detoxification action or any other activity required or recommended of any Indemnitees by any government authority by reason of the presence in or about the Land, the Building or the Demised Premises of any Hazardous Materials, as a result of or in connection with the act or omission of Tenant or any person or entity within Tenant's control or the breach of this Lease by Tenant or any person or entity within Tenant's control. The foregoing covenants and indemnity shall survive the expiration of any termination of this Lease. Tenant, at its own cost and expense, may contest, in any manner permitted by Governmental Requirements (including appeals to a court, governmental department or authority having jurisdiction), the validity or the enforcement of any Government Requirements which Tenant is required to comply, and may defer compliance, provided that (i) such non-compliance shall not subject Landlord to criminal prosecution or subject the Land and/or Building to sale or any lien, unless Tenant posts a bond to remove such lien, (ii) Tenant shall indemnify Landlord against any cost, damage or injury from such non- compliance, and if any mortgagee shall require, Tenant shall deliver a surety bond by a surety company approved by such mortgagee and Landlord with respect to such indemnity, and (iii) Tenant shall promptly, diligently and continuously prosecute such contest. Landlord, at no expense to Landlord, shall cooperate with Tenant and execute any required documents, provided Landlord is reasonably satisfied that the facts set forth in such documents are accurate. (c) Landlord, at its expense, shall comply with and cure Governmental Requirements relating to the public portions of the Building and to the Demised Premises, provided non-compliance will materially curtail Tenant's use or access to the Demised Premises and provided that Tenant is not obligated to comply with them under the provisions of subdivision (a) of this Section. Landlord, at its expense, may contest the validity of any Governmental Requirements and postpone compliance therewith pending such contest. (d) Landlord represents that on the Commencement Date the Demised Premises will be free of Hazardous Materials and in compliance with applicable Governmental Requirements. Landlord, at its expense, agrees to remedy any condition arising out of a breach of the representations contained in this subdivision (d) and agrees to indemnify and hold Tenant harmless from and against any costs, expenses and damages arising out of a breach of such representations. Section 8.02. If Tenant receives written notice of any violation of any Governmental Requirements applicable to the Demised Premises, it shall give prompt notice thereof to Landlord. Section 8.03. Tenant will not clean, nor allow any window in the Demised Premises to be cleaned, from the outside in violation of Section 202 of the Labor Law or the rules of the Board of Standards and Appeals or of any other board or body having or asserting jurisdiction.

Laws, Ordinances, Requirements of Public Authorities. Section 8.01. (a) Subject to the provisions of this Article 8, Tenant, at its expense, shall comply with all laws, orders, ordinances, rules and regulations and directions of Federal, State, County and Municipal authorities and departments thereof having jurisdiction over the Demised Premises and the Building, including but not limited to the Americans With Disabilities Act ("Governmental Requirements"), referable to Tenant or the Demised Premises, unless arising by reason of Tenant's occupancy, use or particular manner of use of the Demised Premises (other than in contradistinction merely for the office uses permitted in Section 4.01 ) or any installations made therein by or at Tenant's request, or any default by Tenant under this Lease. (b) Except as otherwise provided herein, Tenant covenants and agrees that Tenant shall, at Tenant's sole cost and expense, comply at all times with all Governmental Requirements governing the use, generation, storage, treatment and/or disposal of any "Hazardous Materials" (which term shall mean any biologically or chemically active or other toxic or hazardous wastes, pollutants or substances, including, without limitation, asbestos, PCBs, petroleum products and by-products, substances defined or listed as "hazardous substances" or "toxic substances" or similarly identified in or pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. ss.9601 (S) 9601 et seq., and as hazardous wastes under the Resource Conservation and Recovery Act, 42 U.S.C. ss.6010 (S) 6010 et seq., any chemical substance or mixture regulated under the Toxic Substance Control Act of 1976, as amended, 15 U.S.C. ss.2601 (S) 2601 et seq., any "toxic pollutant" under the Clean Water Act, 33 U.S.C. ss.466 (S) 466 et seq., as amended, any hazardous air pollutant under the Clean Air Act, 42 U.S.C. ss.7401 (S) 7401 et seq., hazardous materials identified in or pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. ss.1802 (S) 1802 et seq., and any hazardous or toxic substances or pollutant regulated under any other Governmental Requirements). Tenant shall agree to execute, from time to time, at Landlord's request, affidavits, representations and the like concerning Tenant's best knowledge and belief regarding the presence of Hazardous Materials in, on, under or about the Demised Premises, the Building or the Land. Tenant shall indemnify and hold harmless Landlord, its partners, officers, shareholders, members, directors and employees, Overlandlord and any mortgagee (collectively, the "Indemnitees"), from and against any loss, cost, damage, liability or expense (including attorneys' fees and disbursements) arising by reason of any cleanup, removal, remediation, detoxification action or any other activity required or recommended of any Indemnitees by any government authority by reason of the presence in or about the Land, the Building or the Demised Premises of any Hazardous Materials, as a result of or in connection with the act or omission of Tenant or any person or entity within Tenant's control or the breach of this Lease by Tenant or any person or entity within Tenant's control. The foregoing covenants and indemnity shall survive the expiration of any termination of this Lease. Tenant, at its own cost and expense, may contest, in any manner permitted by Governmental Requirements (including appeals to a court, governmental department or authority having jurisdiction), the validity or the enforcement of any Government Requirements which Tenant is required to comply, and may defer compliance, provided that (i) such non-compliance shall not subject Landlord to criminal prosecution or subject the Land and/or Building to sale or any lien, unless Tenant posts a bond to remove such lien, (ii) Tenant shall indemnify Landlord against any cost, damage or injury from such non-compliance, and if any mortgagee shall require, Tenant shall deliver a surety bond by a surety company approved by such mortgagee and Landlord with respect to such indemnity, and (iii) Tenant shall promptly, diligently and continuously prosecute such contest. Landlord, at no expense to Landlord, shall cooperate with Tenant and execute any required documents, provided Landlord is reasonably satisfied that the facts set forth in such documents are accurate. (c) Landlord, at its expense, shall comply with and cure Governmental Requirements relating to the public portions of the Building and to the Demised Premises, provided non-compliance will materially curtail Tenant's use or access to the Demised Premises and provided that Tenant is not obligated to comply with them under the provisions of subdivision (a) of this Section. Landlord, at its expense, may contest the validity of any Governmental Requirements and postpone compliance therewith pending such contest. (d) Landlord represents that on the Commencement Date the Demised Premises will be free of Hazardous Materials and in compliance with applicable Governmental Requirements. Landlord, at its expense, agrees to remedy any condition arising out of a breach of the representations contained in this subdivision (d) and agrees to indemnify and hold Tenant harmless from and against any costs, expenses and damages arising out of a breach of such representations. Section 8.02. If Tenant receives written notice of any violation of any Governmental Requirements applicable to the Demised Premises, it shall give prompt notice thereof to Landlord. Section 8.03. Tenant will not clean, nor allow any window in the Demised Premises to be cleaned, from the outside in violation of Section 202 of the Labor Law or the rules of the Board of Standards and Appeals or of any other board or body having or asserting jurisdiction.