Common use of Lessee's Indemnity Clause in Contracts

Lessee's Indemnity. Lessee shall indemnify, defend and hold Lessor and all other Lessor Indemnitees harmless from and against any and all claims, damages, losses, liabilities, and costs and expenses (including reasonable attorneys’ fees and costs) arising from or relating to in any manner, directly or indirectly, in whole or in part: (a) any failure by Lessee to timely and properly perform each of its obligations under this Lease; (b) any acts or omissions of Lessee, any Affiliate of Lessee, or any officers, directors, members, employees, guests, invitees, agents or contractors of any of them, or any Hotel Employees, on or relating to the Premises; (c) the financing, design, construction, marketing, operation, management, use, occupancy, maintenance, repair, remediation, renovation and improvement of the Premises, or any part thereof, at any time during the Term or any holdover period (including the design, construction, maintenance and repair of any Improvements or Alterations, and any liability to any federal, state or local governmental authority relating thereto); (d) other than during the Transition Period, any act or omission of the Operator or any Food and Beverage Operator relating to the operation or management of the Hotel or any food and beverage operations at the Hotel, or of any Hotel Employee while on the Premises or otherwise engaged in the performance of such employee’s duties, or any employee of any independent contractor working at or performing services for the Hotel, including any parking operator or parking management company; and (e) any accident occurring or other circumstance or condition existing on or about the Premises at any time during the Term or any holdover period due to any cause whatsoever. The foregoing shall not require Lessee to indemnify, defend, protect or hold harmless Lessor or any Lessor Indemnitee to the extent of any claims, damages, losses, liabilities, and costs and expenses that arise from the gross negligence or willful misconduct of Lessor or any Lessor Representatives, except to the extent that such claims, damages, losses, liabilities, and costs and expenses are covered by any insurance required to be carried by Lessee pursuant to this Section 10. Lessee shall promptly assume its defense and indemnification obligations upon written notice from any Lessor Indemnitee. Any Lessor Indemnitee may also participate in the defense of any such claim at its own expense, unless such participation is required because of Lessee’s failure to provide a reasonable and consistent defense of such Lessor Indemnitee’s interests, in which event such additional participation shall be at Lessee’s expense. Lessee shall not settle any claim without the consent of all Lessor Indemnitees who would incur any liability for such claim under or following such a settlement. The provisions of this Section 10.3 shall survive the expiration or earlier termination of this Lease. The provisions of Section 10.1 shall not limit in any way Lessee’s obligations under this Section 10.3.

Lessee's Indemnity. Lessee Lessee, on behalf of itself and its successors and assigns, shall indemnify, defend Indemnify City and hold Lessor and all the other Lessor Indemnitees harmless Indemnified Parties from and against any and all claims, damages, losses, liabilities, and costs and expenses (including reasonable attorneys’ fees and costs) Losses incurred in connection with or arising from or relating to in any manner, directly or indirectly, in whole or in part, out of: (a) any failure accident, injury to or death of a person, including, without limitation, Agents and Invitees of Lessee, or loss of or damage to property (including, without limitation, the Department Facilities) howsoever or by Lessee to timely and properly perform each of its obligations under this Leasewhomsoever caused, occurring in or on the Premises; (b) any acts default by Lessee in the observation or omissions of Lessee, any Affiliate of Lessee, or any officers, directors, members, employees, guests, invitees, agents or contractors performance of any of themthe terms, covenants or any Hotel Employees, conditions of this Lease to be observed or performed on or relating to the PremisesLessee's part; (c) the financing, design, construction, marketing, operation, management, use, occupancy, maintenanceconduct or management, repairor manner of use, remediationoccupancy, renovation and improvement conduct or management by Lessee, its Agents or Invitees or any person or entity claiming through or under any of them, of the Premises, Golf Course or any part thereof, at any time during the Term or any holdover period (including the design, construction, maintenance and repair of any Improvements or Alterations, and any liability to any federal, state or local governmental authority relating thereto)Improvements; (d) other than during the Transition Period, any act or omission condition of the Operator Premises, Mobile Classroom or any Food and Beverage Operator relating Improvements constructed by or on behalf of Lessee, or Lessee’s failure to properly repair or maintain the operation or management of the Hotel Mobile Classroom or any food and beverage operations at the Hotel, or of any Hotel Employee while Improvements on the Premises or otherwise engaged in the performance of such employee’s duties, or any employee of any independent contractor working at or performing services for the Hotel, including any parking operator or parking management companyPremises; and (e) any accident occurring construction or other circumstance or condition existing work undertaken by Lessee on or about the Premises at or any time Improvements whether before or during the Term of this Lease; or (f) any acts, omissions or negligence of Lessee, its Agents or Invitees, in, on or about the Premises, Golf Course, or any holdover period due to any cause whatsoever. The foregoing shall not require Lessee to indemnify, defend, protect Improvements; all regardless of the active or hold harmless Lessor or any Lessor Indemnitee to the extent of any claims, damages, losses, liabilitiespassive negligence of, and costs and expenses that arise from regardless of whether liability without fault is imposed or sought to be imposed on, the gross negligence or willful misconduct of Lessor or any Lessor RepresentativesIndemnified Parties, except to the extent that (i) such claimsIndemnity is void or otherwise unenforceable under applicable Law in effect on or validly retroactive to the date of this Lease, damagesor (ii) such Losses as are caused exclusively by the gross negligence or intentional wrongful acts or omissions of the Indemnified Parties, lossesor (iii) such losses are caused by the misconduct of trespassers. The foregoing Indemnity shall include, liabilitieswithout limitation, reasonable fees of attorneys, consultants and experts and related costs and expenses are covered City's costs of investigating any Loss. Lessee specifically acknowledges and agrees that it has an immediate and independent obligation to defend City and the other Indemnified Parties from any claim which actually or potentially falls within this indemnity provision even if such allegation is or may be groundless, fraudulent or false, which obligation arises at the time such claim is tendered to Lessee by any insurance required to be carried by Lessee pursuant to City and continues at all times thereafter. Lessee's obligations under this Section 10. Lessee shall promptly assume its defense and indemnification obligations upon written notice from any Lessor Indemnitee. Any Lessor Indemnitee may also participate in the defense of any such claim at its own expense, unless such participation is required because of Lessee’s failure to provide a reasonable and consistent defense of such Lessor Indemnitee’s interests, in which event such additional participation shall be at Lessee’s expense. Lessee shall not settle any claim without the consent of all Lessor Indemnitees who would incur any liability for such claim under or following such a settlement. The provisions of this Section 10.3 shall survive the expiration or earlier sooner termination of this the Lease. The provisions City acknowledges that for the purposes of this Section 10.1 18 members of the public using the Golf Course shall not limit be deemed to be Invitees of Lessee while using portions of the Golf Course other than the Premises unless such individuals are engaged in any way lessons or other activities managed, supervised or sponsored by Lessee’s obligations under this Section 10.3, and Lessee's mere scheduling of tee times, acceptance of reservations, or collection of greens fees from such individuals shall not make such individuals Lessee's Invitees hereunder.

Lessee's Indemnity. Lessee Lessee, on behalf of itself and its successors and assigns, shall indemnify, defend Indemnify City and hold Lessor and all the other Lessor Indemnitees harmless Indemnified Parties from and against any and all claims, damages, losses, liabilities, and costs and expenses (including reasonable attorneys’ fees and costs) Losses incurred in connection with or arising from or relating to in any manner, directly or indirectly, in whole or in part, out of: (a) any failure accident, injury to or death of a person, including, without limitation, Agents and Invitees of Lessee, or loss of or damage to property (including, without limitation, the Department Facilities) howsoever or by Lessee to timely and properly perform each of its obligations under this Leasewhomsoever caused, occurring in, on or about the Premises or any other City property; (b) any acts default by Lessee in the observation or omissions of Lessee, any Affiliate of Lessee, or any officers, directors, members, employees, guests, invitees, agents or contractors performance of any of themthe terms, covenants or any Hotel Employees, conditions of this Lease to be observed or performed on or relating to the PremisesLessee's part; (c) the financing, design, construction, marketing, operation, management, use, occupancy, maintenanceconduct or management, repairor manner of use, remediationoccupancy, renovation and improvement conduct or management by Lessee, its Agents or Invitees or any person or entity claiming through or under any of them, of the Premises, Premises or any part thereof, at any time during the Term or any holdover period (including the design, construction, maintenance and repair of any Improvements or Alterations, and any liability to any federal, state or local governmental authority relating thereto)Improvements; (d) other than during the Transition Period, any act or omission condition of the Operator or any Food and Beverage Operator relating to the operation or management of the Hotel or any food and beverage operations at the Hotel, or of any Hotel Employee while on the Premises or otherwise engaged in the performance any Improvements constructed by or on behalf of such employee’s dutiesLessee, or Lessee’s failure to properly repair or maintain any employee of any independent contractor working at or performing services for Improvements on the Hotel, including any parking operator or parking management companyPremises; and (e) any accident occurring construction or other circumstance or condition existing work undertaken by Lessee on or about the Premises at or any time Improvements whether before or during the Term of this Lease; or (f) any acts, omissions or negligence of Lessee, its Agents or Invitees, or of any trespassers, in, on or about the Premises or any holdover period due to any cause whatsoever. The foregoing shall not require Lessee to indemnify, defend, protect Improvements; all regardless of the active or hold harmless Lessor or any Lessor Indemnitee to the extent of any claims, damages, losses, liabilitiespassive negligence of, and costs and expenses that arise from regardless of whether liability without fault is imposed or sought to be imposed on, the gross negligence or willful misconduct of Lessor or any Lessor RepresentativesIndemnified Parties, except to the extent that such claimsIndemnity is void or otherwise unenforceable under applicable Law in effect on or validly retroactive to the date of this Lease and further except only such Losses as are caused exclusively by the gross negligence and intentional wrongful acts and omissions of the Indemnified Parties. The foregoing Indemnity shall include, damageswithout limitation, lossesreasonable fees of attorneys, liabilities, consultants and experts and related costs and expenses are covered City's costs of investigating any Loss. Lessee specifically acknowledges and agrees that it has an immediate and independent obligation to defend City and the other Indemnified Parties from any claim which actually or potentially falls within this indemnity provision even if such allegation is or may be groundless, fraudulent or false, which obligation arises at the time such claim is tendered to Lessee by any insurance required to be carried by Lessee pursuant to City and continues at all times thereafter. Lessee's obligations under this Section 10. Lessee shall promptly assume its defense and indemnification obligations upon written notice from any Lessor Indemnitee. Any Lessor Indemnitee may also participate in the defense of any such claim at its own expense, unless such participation is required because of Lessee’s failure to provide a reasonable and consistent defense of such Lessor Indemnitee’s interests, in which event such additional participation shall be at Lessee’s expense. Lessee shall not settle any claim without the consent of all Lessor Indemnitees who would incur any liability for such claim under or following such a settlement. The provisions of this Section 10.3 shall survive the expiration or earlier sooner termination of this the Lease. The provisions of Section 10.1 shall not limit in any way Lessee’s obligations under this Section 10.3.

Lessee's Indemnity. Lessee shall indemnify, defend and hold Lessor and all other Lessor Indemnitees harmless from and against any and all claims, damages, losses, liabilities, liabilities and costs (including, without EXHIBIT 10.27 limitation, attorneys' fees, costs and expenses (including reasonable attorneys’ fees and costsdisbursements) arising from or relating to in any manner, directly or indirectly, in whole or in part: (a) any failure by Lessee to timely and properly perform each of its obligations under this Lease; (b) any acts or omissions of Lessee, any Affiliate of Lessee, or any officers, directors, members, employees, guests, invitees, agents or contractors of any of them, or any Hotel Employees, on or relating to the PremisesPremises or the Project; (c) the development, financing, design, construction, marketing, operation, management, use, occupancy, maintenance, repair, remediation, renovation repair and improvement of the Premises, Premises or any part thereof, the Project at any time during the Term or any holdover period (including including, without limitation, the design, construction, maintenance and repair of any Improvements or Alterations, and any liability to any federal, state or local governmental authority relating theretotaxing authority); (d) other than during the Transition Period, any act or omission of the Operator or any Food and Beverage Operator relating to the operation or management of the Hotel or any food and beverage operations at the Hotel, or of any Hotel Employee while on the Premises or otherwise engaged in the performance of such employee’s duties, or any employee of any independent contractor working at or performing services for the Hotel, including any parking operator or parking management company; and (ed) any accident occurring or other circumstance or condition existing on or about the Premises at any time during the Term or any holdover period due to any cause whatsoever. The foregoing shall not require Lessee to indemnify, defend, protect or hold harmless Lessor or any Lessor Indemnitee to the extent of any claims, damages, losses, liabilities, liabilities and costs and expenses that arise arising from or relating to the gross negligence or willful misconduct of Lessor or any Lessor Lessor's Representatives, except to the extent that such claims, damages, losses, liabilities, liabilities and costs and expenses are covered by any insurance required to be carried by Lessee pursuant to this Section 10. Lessee shall promptly assume its defense and indemnification obligations upon written notice from any Lessor Indemnitee. Any Lessor shall provide and shall cause each Lessor Indemnitee to provide prompt written notice of any claim for which defense or indemnification is sought, but any delay by Lessor or any Lessor Indemnitee in delivering such notice shall not limit or otherwise affect the rights of Lessor and the Lessor Indemnitees under this Section 10.3. Lessor Indemnities may also participate in the defense of any such claim at its own expense, unless such participation is required because of Lessee’s failure to provide a reasonable and consistent defense of such Lessor Indemnitee’s interests, in which event such additional participation shall be at Lessee’s 's expense. Lessee shall not settle any claim without the consent of all Lessor Indemnitees who would incur any liability for such claim under or following such a settlement. The provisions of this Section 10.3 shall survive the expiration or earlier termination of this Lease. The provisions of Section 10.1 shall not limit in any way Lessee’s 's obligations under this Section 10.3.

Lessee's Indemnity. Lessee Lessee, on behalf of itself and its successors and assigns, shall indemnify, defend Indemnify City and hold Lessor and all the other Lessor Indemnitees harmless Indemnified Parties from and against any and all claims, damages, losses, liabilities, and costs and expenses (including reasonable attorneys’ fees and costs) Losses incurred in connection with or arising from or relating to in any manner, directly or indirectly, in whole or in part, out of: (a) any failure accident, injury to or death of a person, including, without limitation, Agents and Invitees of Lessee, or loss of or damage to property (including, without limitation, the Department Facilities) howsoever or by Lessee to timely and properly perform each of its obligations under this Leasewhomsoever caused, occurring in, on or about the Premises or any other City property; (b) any acts default by Lessee in the observation or omissions of Lessee, any Affiliate of Lessee, or any officers, directors, members, employees, guests, invitees, agents or contractors performance of any of themthe terms, covenants or any Hotel Employees, conditions of this Lease to be observed or performed on or relating to the PremisesLessee's part; (c) the financing, design, construction, marketing, operation, management, use, occupancy, maintenanceconduct or management, repairor manner of use, remediationoccupancy, renovation and improvement conduct or management by Lessee, its Agents or Invitees or any person or entity claiming through or under any of them, of the Premises, Premises or any part thereof, at any time during the Term or any holdover period (including the design, construction, maintenance and repair of any Improvements or Alterations, and any liability to any federal, state or local governmental authority relating thereto)Improvements; (d) other than during the Transition Period, any act or omission condition of the Operator or any Food and Beverage Operator relating to the operation or management of the Hotel or any food and beverage operations at the Hotel, or of any Hotel Employee while on the Premises or otherwise engaged in the performance any Improvements constructed by or on behalf of such employee’s dutiesLessee, or Lessee’s failure to properly repair or maintain any employee of any independent contractor working at or performing services for Improvements on the Hotel, including any parking operator or parking management companyPremises; and (e) any accident occurring construction or other circumstance or condition existing work undertaken by Lessee on or about the Premises at or any time Improvements whether before or during the Term of this Lease; or (f) any acts, omissions or negligence of Lessee, its Agents or Invitees, or of any trespassers, in, on or about the Premises or any holdover period due to any cause whatsoever. The foregoing shall not require Lessee to indemnify, defend, protect Improvements; all regardless of the active or hold harmless Lessor or any Lessor Indemnitee to the extent of any claims, damages, losses, liabilitiespassive negligence of, and costs and expenses that arise from regardless of whether liability without fault is imposed or sought to be imposed on, the gross negligence or willful misconduct of Lessor or any Lessor RepresentativesIndemnified Parties, except to the extent that such claimsIndemnity is void or otherwise unenforceable under applicable Law in effect on or validly retroactive to the date of this Lease and further except only such Losses as are caused exclusively by the gross negligence and intentional wrongful acts and omissions of the Indemnified Parties. The foregoing Indemnity shall include, damageswithout limitation, lossesreasonable fees of attorneys, liabilities, consultants and experts and related costs and expenses are covered City's costs of investigating any Loss. Lessee specifically acknowledges and agrees that it has an immediate and independent obligation to defend City and the other Indemnified Parties from any claim which actually or potentially falls within this indemnity provision even if such allegation is or may be groundless, fraudulent or false, which obligation arises at the time such claim is tendered to Lessee by any insurance required to be carried by Lessee pursuant to City and continues at all times thereafter. Lessee's obligations under this Section 10. Lessee shall promptly assume its defense and indemnification obligations upon written notice from any Lessor Indemnitee. Any Lessor Indemnitee may also participate in the defense of any such claim at its own expense, unless such participation is required because of Lessee’s failure to provide a reasonable and consistent defense of such Lessor Indemnitee’s interests, in which event such additional participation shall be at Lessee’s expense. Lessee shall not settle any claim without the consent of all Lessor Indemnitees who would incur any liability for such claim under or following such a settlement. The provisions of this Section 10.3 shall survive the expiration or earlier sooner termination of this the Lease. The provisions INSURANCE [INSURANCE REQUIREMENTS ARE SUBJECT TO REVIEW BY THE CITY’S RISK MANAGER BASED ON THE PROPOSED USE - IMPORTANT TO CHECK WITH THE CITY’S RISK MANAGER TO DETERMINE WHETHER MODIFICATIONS TO THESE PROVISIONS ARE APPROPRIATE.] Lessee's Insurance. Lessee, at no cost to the City, shall procure and keep in effect at all times during the Term insurance as follows Commercial general liability insurance with limits not less than One Million Dollars ($1,000,000) each occurrence combined single limit for bodily injury and property damage, including contractual liability, independent contractors, broad-form property damage, fire damage legal liability (of Section 10.1 not less than Two Hundred Fifty Thousand Dollars ($250,000)), personal injury, products and completed operations, and explosion, collapse and underground (XCU). If the operation of Lessee's business includes food sales, such coverage shall include Food Products Liability Insurance with limits not less than One Million Dollars ($1,000,000) each occurrence. If the operation of Lessee's business includes the sale of alcoholic beverages, such coverage shall include legal liquor liability coverage with limits not less than One Million Dollars ($1,000,000) each occurrence. Worker’s Compensation Insurance with Employer’s Liability Limits not less than One Million Dollars ($1,000,000) each accident. Business automobile liability insurance with limits not less than One Million Dollars ($1,000,000) each occurrence combined single limit for bodily injury and property damage, including owned and non-owned and hired vehicles, as applicable, if Lessee uses automobiles in connection with its use of the Premises. Business Interruption Insurance insuring that the Rent will be paid to City for a period of at least one (1) year if Lessee is unable to operate its business at the Premises. Such insurance shall also cover business interruptions due to failures or interruptions in telecommunications services, strikes, employee lockouts, riots, or other civil commotion. To calculate Rent during any way Lessee’s obligations such interruption of business, the Rent for the 12-month period immediately preceding the incident causing the business interruption shall be used. Such other risks in such amounts as City's Risk Manager may from time to time reasonably require. [NOTE: IF LESSEE IS HIRING LICENSED PROFESSIONALS, ADD THE FOLLOWING SUBSECTION:] [Licensed professionals (i.e., architects, engineers, certified public accountants, etc.) shall provide professional liability insurance with limits not less than One Million Dollars ($1,000,000) each claim with respect to negligent acts, errors or omissions in connection with professional services to be provided under this Section 10.3Lease or to the Premises.]

Lessee's Indemnity. Lessee shall indemnify, defend and hold Lessor and all other Lessor Indemnitees harmless from and against any and all claims, damages, losses, liabilities, liabilities and costs (including, without EXHIBIT 10.27 *CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. limitation, attorneys' fees, costs and expenses (including reasonable attorneys’ fees and costsdisbursements) arising from or relating to in any manner, directly or indirectly, in whole or in part: (a) any failure by Lessee to timely and properly perform each of its obligations under this Lease; (b) any acts or omissions of Lessee, any Affiliate of Lessee, or any officers, directors, members, employees, guests, invitees, agents or contractors of any of them, or any Hotel Employees, on or relating to the PremisesPremises or the Project; (c) the development, financing, design, construction, marketing, operation, management, use, occupancy, maintenance, repair, remediation, renovation repair and improvement of the Premises, Premises or any part thereof, the Project at any time during the Term or any holdover period (including including, without limitation, the design, construction, maintenance and repair of any Improvements or Alterations, and any liability to any federal, state or local governmental authority relating theretotaxing authority); (d) other than during the Transition Period, any act or omission of the Operator or any Food and Beverage Operator relating to the operation or management of the Hotel or any food and beverage operations at the Hotel, or of any Hotel Employee while on the Premises or otherwise engaged in the performance of such employee’s duties, or any employee of any independent contractor working at or performing services for the Hotel, including any parking operator or parking management company; and (ed) any accident occurring or other circumstance or condition existing on or about the Premises at any time during the Term or any holdover period due to any cause whatsoever. The foregoing shall not require Lessee to indemnify, defend, protect or hold harmless Lessor or any Lessor Indemnitee to the extent of any claims, damages, losses, liabilities, liabilities and costs and expenses that arise arising from or relating to the gross negligence or willful misconduct of Lessor or any Lessor Lessor's Representatives, except to the extent that such claims, damages, losses, liabilities, liabilities and costs and expenses are covered by any insurance required to be carried by Lessee pursuant to this Section 10. Lessee shall promptly assume its defense and indemnification obligations upon written notice from any Lessor Indemnitee. Any Lessor shall provide and shall cause each Lessor Indemnitee to provide prompt written notice of any claim for which defense or indemnification is sought, but any delay by Lessor or any Lessor Indemnitee in delivering such notice shall not limit or otherwise affect the rights of Lessor and the Lessor Indemnitees under this Section 10.3. Lessor Indemnities may also participate in the defense of any such claim at its own expense, unless such participation is required because of Lessee’s failure to provide a reasonable and consistent defense of such Lessor Indemnitee’s interests, in which event such additional participation shall be at Lessee’s 's expense. Lessee shall not settle any claim without the consent of all Lessor Indemnitees who would incur any liability for such claim under or following such a settlement. The provisions of this Section 10.3 shall survive the expiration or earlier termination of this Lease. The provisions of Section 10.1 shall not limit in any way Lessee’s 's obligations under this Section 10.3.

Lessee's Indemnity. Lessee shall indemnify, protect, defend and save and hold harmless Lessor and all other Lessor Indemnitees harmless the Property from and against any and all claims, damagesdemands, liabilities, losses, liabilitiesliens, and costs and costs, actions, causes of action, suits, costs, expenses (including including, without limitation, reasonable attorneys’ ' fees and costsfees of other experts and consultants) and damages, of any kind or nature, to the extent arising from or relating to in any manner, directly or indirectly, in whole out of or in part: connection with (ai) any failure default by Lessee to timely and properly perform each of its obligations under this Lease; (b) any acts in the observance or omissions of Lessee, any Affiliate of Lessee, or any officers, directors, members, employees, guests, invitees, agents or contractors performance of any of themthe terms, covenants or conditions of this Lease on Lessee's part to be performed by Lessee or by any Hotel Employeesother person or entity claiming under Lessee, on or relating to the Premises; (cii) the financing, design, construction, marketing, operation, management, use, occupancy, maintenance, repair, remediation, renovation and improvement of the Premises, or any part thereof, at any time during the Term or any holdover period (including the design, construction, maintenance and repair of any Improvements or Alterations, and any liability to any federal, state or local governmental authority relating thereto); (d) other than during the Transition Period, any act or omission of the Operator or any Food and Beverage Operator relating to the operation conduct or management of the Hotel any work or any food and beverage operations at the Hotel, thing done in or of any Hotel Employee while on the Premises or otherwise engaged in the performance of such employee’s dutiesProperty, or any employee of any independent contractor working at or performing services for the Hotel, including any parking operator or parking management company; and (eiii) any accident occurring actual or other circumstance alleged acts, omissions, negligence or condition existing willful misconduct, in, on or about the Premises at any time during the Term Property, of Lessee or its subtenants, licensees, contractors or subcontractors, or any holdover period due to any cause whatsoever. The foregoing shall not require other their respective agents, employees, servants, invitees, visitors, contractors or subcontractors, or (iv) the use or occupancy of the Property by Lessee to indemnifyor its subtenants, defendlicensees, protect contractors or hold harmless Lessor subcontractors, or any Lessor Indemnitee other their respective agents, employees, servants, invitees, visitors, contractors or subcontractors, and (v) any accident or other occurrence on or about the Property; except to the extent that any of any claims, damages, losses, liabilities, and costs and expenses that arise the foregoing are caused by or result solely from the gross negligence or willful misconduct of Lessor or any of Lessor's agents or employees. In case any claim, action or proceeding be brought, made or initiated against Lessor Representativesrelating to any of the above described events, except to the extent that such claimsomissions, damagesoccurrences, lossesor conditions, liabilitiesLessee, and costs and expenses are covered by any insurance required to be carried by Lessee pursuant to this Section 10. Lessee shall promptly assume its defense and indemnification obligations upon written notice from any Lessor Indemnitee. Any Lessor Indemnitee may also participate in the defense of any such claim Lessor, shall at its own expensesole cost and expense resist, unless or defend such participation is required because of Lessee’s failure to provide a reasonable and consistent defense of such Lessor Indemnitee’s interestsclaim, in which event such additional participation shall be at Lessee’s expense. Lessee shall not settle any claim without the consent of all Lessor Indemnitees who would incur any liability for such claim under action or following such a settlement. The provisions of this Section 10.3 shall survive the expiration or earlier termination of this Lease. The provisions of Section 10.1 shall not limit in any way Lessee’s obligations under this Section 10.3proceeding by attorneys reasonably approved by Lessor.