LIABILITY OF LANDLORD. 15.1 Except as otherwise provided in this Article XV, Landlord and Landlord’s Representatives shall not be liable to Tenant or any other person or entity for any damage, injury, loss or claim based on or arising out of any cause whatsoever, including the following: repair to any portion of the Premises or the Building; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service specified in this Lease; and leakage in any part of the Premises or the Building from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or any Agent in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an article delivered for Tenant shall be acting as Tenant’s agent for such purpose and not as Landlord’s agent. For purposes of this Article, the term “Building” shall be deemed to include the Building, the Land and the Parking Facilities. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person caused by the negligence or willful misconduct of Landlord or Landlord’s Representatives to the extent such injury is not covered by insurance either carried by Tenant (or such person) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease. (a) Except to the extent caused by the negligence or willful misconduct of Landlord or its agents, Tenant shall reimburse Landlord, its employees and agents for (as additional rent), and shall indemnify, defend upon request and hold them harmless from and against all reasonable Costs suffered by or claimed against them, directly or indirectly, based on or arising out of, in whole or in part, (i) use and occupancy of the Premises or the business conducted therein, (ii) any negligent or willful act or omission of Tenant or any Agent of Tenant, (iii) any breach of Tenant’s obligations under this Lease, including failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or (iv) any entry by Tenant or any Agent of Tenant upon the Land prior to the Lease Commencement Date. (b) Except to the extent caused by the negligence or willful misconduct of Tenant or an Agent of Tenant, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant as a result of the negligence or willful misconduct of Landlord, its agents, employees or contractors, provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease. 15.3 No landlord hereunder shall be liable for any obligation or liability based on or arising out of any event or condition occurring during the period that such landlord was not the owner of any of the Building or the Land, or a landlord’s interest therein. Within five (5) days after request, Tenant shall attorn to any transferee landlord and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment provided such transferee assumes the obligations of landlord hereunder which accrue from and after the date of the transfer. 15.4 Tenant shall not have the right to set off or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant. 15.5 If Tenant or any Agent is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s estate and interest in the Building which shall be deemed to include proceeds actually received by Landlord from any sale of the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any Mortgage), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors). No other asset of Landlord, and no asset of any of Landlord’s representatives (or any past, present or future board member, partner, director, member, officer, trustee, employee, agent, representative or advisor of any of them (each, an “officer”)) or any other person or entity, shall be available to satisfy or be subject to any such judgment. No such Landlord’s representative, officer or other person or entity shall be held to have personal liability for satisfaction of any claim or judgment whatsoever under this Lease.
Appears in 2 contracts
Samples: Office Lease Agreement (IMARA Inc.), Office Lease Agreement (IMARA Inc.)
LIABILITY OF LANDLORD. 15.1 Except as otherwise provided in this Article XV, Landlord and Landlord’s Representatives shall not be liable to Tenant or any other person or entity for any damage, injury, loss or claim based on or arising out of any cause whatsoeverwhatsoever (except as otherwise provided in this Section), including the following: repair to any portion of the Premises or the Building; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service specified in this Lease; and leakage in any part of the Premises or the Building from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or any Agent in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an article delivered for Tenant shall be acting as Tenant’s agent for such purpose and not as Landlord’s agent. For purposes of this Article, the term “Building” shall be deemed to include the Building, the Land and the Parking FacilitiesLand. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person caused by the negligence or willful misconduct of Landlord or Landlord’s Representatives to the extent such injury is not covered by insurance either carried by Tenant (or such person) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
(a) Except to the extent caused by the negligence or willful misconduct of Landlord or its agents, Tenant shall reimburse Landlord, its employees and agents for (as additional rent), and shall indemnify, defend upon request and hold them harmless from and against all reasonable Costs suffered by or claimed against them, directly or indirectly, based on or arising out of, in whole or in part, (i) use and occupancy of the Premises or the business conducted therein, or (ii) any negligent or willful act or omission of Tenant or any Agent of Tenant, (iii) any breach of Tenant’s obligations under this Lease, including failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or (iv) any entry by Tenant or any Agent of Tenant upon the Land prior to the Lease Commencement Date.
(b) Except to the extent caused by the negligence or willful misconduct of Tenant or an Agent of Tenant, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant as a result of the negligence or willful misconduct of Landlord, its agents, employees or contractors, provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present use or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor control of any the Common Areas of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Leasethe Building and the Building Structure and Systems.
15.3 No landlord hereunder shall be liable for any obligation or liability based on or arising out of any event or condition occurring during the period that such landlord was not the owner of any of the Building or the Land, or a landlord’s interest therein. Within five (5) days after request, Tenant shall attorn to any transferee landlord and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment provided such transferee assumes the obligations of landlord Landlord hereunder which accrue from and after the date of the transfer.
15.4 Tenant shall not have the right to set off or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not may be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 If Tenant or any Agent is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s estate and interest in the Building which shall be deemed to include proceeds actually received by Landlord from any sale of the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any MortgageMortgagees), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors). No other asset of Landlord, and no asset of any of Landlord’s representatives Representatives (or any past, present or future board member, partner, director, member, officer, trustee, employee, agent, representative or advisor of any of them (each, an “officer”)) or any other person or entity, shall be available to satisfy or be subject to any such judgment. No such Landlord’s representativeRepresentative, officer or other person or entity shall be held to have personal liability for satisfaction of any claim or judgment whatsoever under this Lease.
Appears in 2 contracts
Samples: Office Lease Agreement (Wells Real Estate Fund Xi L P), Office Lease Agreement (Wells Real Estate Fund Xi L P)
LIABILITY OF LANDLORD. 15.1 Except as otherwise provided in to the extent caused by the gross negligence or willful misconduct of Landlord or Landlord’s Representatives or a breach of Landlord’s obligations under this Article XVLease, Landlord and neither Landlord, nor its agents or Landlord’s Representatives shall not be liable to Tenant or any other person or entity for any damage, injury, loss or claim based on or arising out of any cause whatsoeverwhatsoever (except as otherwise provided in this Section 15.1), including the following: repair to any portion of the Premises Premises, the Building or the BuildingLand; interruption in the use of the Premises or Premises, the Building or the Land or any equipment thereintherein and thereon; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises Premises, the Building or the BuildingLand; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service specified in this Lease; and leakage in any part of the Premises or the Building from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or any Agent in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an article delivered for Tenant shall be acting as Tenant’s agent for such purpose and not as Landlord’s agent. For purposes of this Article, the term “Building” shall be deemed to include the Building, the Land and the Parking Facilities. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person caused by the negligence or willful misconduct of Landlord or Landlord’s Representatives to the extent such injury is not covered by insurance either carried by Tenant (or such person) or required by this Lease to be carried by Tenant; provided, however, that neither Neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) Tenant shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease, except for Tenant’s liability under Article XXII hereof (Holdover).
(a) Except to the extent caused by the gross negligence or willful misconduct of Landlord or its agentsand/or Landlord’s Representatives, Tenant shall reimburse Landlord, its employees and agents for Landlord (as additional rent)) for, and shall indemnify, defend upon request request, and hold them Landlord and/or Landlord’s Representatives harmless from and against all reasonable Costs suffered by or claimed against them, directly or indirectly, based on or arising out of, in whole or in part, (i) Tenant’s use and occupancy of the Premises or the business conducted therein, (ii) any negligent or willful act or omission of Tenant or any Agent of Tenant’s Agents, (iii) any breach of Tenant’s obligations under this Lease, including failure to comply with Laws or Table of Contents surrender the Premises upon the expiration or earlier termination of the Lease Term, or (iv) any entry by Tenant or any Agent of Tenant upon the Land prior to the Lease Commencement Date; provided, however, that Tenant and Tenant’s Agents shall not under any circumstances be obligated to indemnify, defend or hold Landlord harmless for any exemplary, punitive, consequential, or indirect damages in connection with or relating to this Lease. It is hereby acknowledged and agreed by the Landlord and Tenant that the foregoing sentence shall not be construed to limit Tenant’s potential liability to Landlord for consequential damages, as provided in Article XXII hereof (Holdover).
(b) Except to the extent caused by the gross negligence or willful misconduct of Tenant or an Agent of Tenant, Landlord shall reimburse Tenant and shall indemnify indemnify, defend upon request, and hold Tenant harmless from and against all Costs suffered or claimed against Tenant as a result of the negligence or willful misconduct of Landlord, its agents, employees or contractors, provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present use or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor control of any the Common Areas of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Leasethe Building and the Building Structure and Systems.
15.3 No landlord hereunder shall be liable for any obligation or liability based on or arising out of any event or condition occurring during the period that such landlord was not the owner of any of the Building or the Land, or a landlord’s interest therein, except to the extent any such event or condition continues after such landlord becomes the owner of the Building. Within five (5) days after request, Tenant shall attorn to any transferee landlord and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment provided such transferee assumes the obligations of landlord Landlord hereunder which accrue from and after the date of the transfer.
15.4 Except as expressly provided in this Lease, Tenant shall not have the right to set off or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any summary proceeding action of LandlordLandlord to dispossess Tenant; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived under applicable Law if not then asserted by Tenant.
15.5 If Tenant or any Agent is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s estate and interest in the Building and the Land which shall be deemed to include proceeds actually received by Landlord from any sale of the Building and the Land (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any MortgageMortgagees), and rental income from the Building and the Land (net of all expenses) to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors). No other asset of Landlord, and no asset of any of Landlord’s representatives Representatives (or any past, present or future board member, partner, director, member, officer, trustee, employee, agent, representative or advisor of any of them (each, an “officer”)) or any other person or entity, shall be available to satisfy or be subject to any such judgment. No such Landlord’s representativeRepresentative, officer or other person or entity shall be held to have personal liability for satisfaction of any claim or judgment whatsoever under this Lease.
Appears in 2 contracts
Samples: Office Lease Agreement, Office Lease Agreement (Dendreon Corp)
LIABILITY OF LANDLORD. 15.1 Except as otherwise provided in this Article XV, Landlord and Landlord’s 's Representatives shall not be liable to Tenant or any other person or entity for any damage, injury, loss or claim based on or arising out of any cause whatsoeverwhatsoever (except as otherwise provided in this Section), including the following: repair to any portion of the Premises or the Building; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service specified in this Lease; and leakage in any part of the Premises or the Building from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or any Agent in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an article delivered for Tenant shall be acting as Tenant’s 's agent for such purpose and not as Landlord’s 's agent. For purposes of this Article, the term “"Building” " shall be deemed to include the Building, the Land and the Parking FacilitiesLand. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person caused by the negligence or willful misconduct of Landlord or Landlord’s 's Representatives to the extent such injury is not covered by insurance either carried by Tenant (or such person) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor any of Landlord’s 's Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
(a) Except to the extent caused by the negligence or willful misconduct of Landlord or its agents, Tenant shall reimburse Landlord, its employees and agents for (as additional rent), and shall indemnify, defend upon request and hold them harmless from and against all reasonable Costs suffered by or claimed against them, directly or indirectly, based on or arising out as a result of, in whole or in part, : (i) use and occupancy of the Premises or the business conducted therein, or (ii) any negligent or willful act or omission of Tenant or any Agent of Tenant, (iii) any breach of Tenant’s obligations under this Lease, including failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or (iv) any entry by Tenant or any Agent of Tenant upon the Land prior to the Lease Commencement Date.
(b) a. Except to the extent caused by the negligence or willful misconduct of Tenant or an Agent of Tenant, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant as a result of Landlord's use or control of the negligence or willful misconduct Common Areas of Landlord, its agents, employees or contractors, provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Leasethe Building and the Building Structure and Systems.
15.3 No landlord hereunder shall be liable for any obligation or liability based on or arising out of any event or condition occurring during the period that such landlord was not the owner of any of the Building or the Land, or a landlord’s 's interest therein. Within five (5) days after request, Tenant shall attorn to any transferee landlord and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment provided such transferee assumes the obligations of landlord Landlord hereunder which accrue from and after the date of the transfer.
15.4 Tenant shall not have the right to set off or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s 's sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 If Tenant or any Agent is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s 's estate and interest in the Building which shall be deemed to include proceeds actually received by Landlord from any sale of the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any MortgageMortgagees), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors). No other asset of Landlord, and no asset of any of Landlord’s representatives 's Representatives (or any past, present or future board member, partner, director, member, officer, trustee, employee, agent, representative or advisor of any of them (each, an “"officer”")) or any other person or entity, shall be available to satisfy or be subject to any such judgment. No such Landlord’s representative's Representative, officer or other person or entity shall be held to have personal liability for satisfaction of any claim or judgment whatsoever under this Lease.
Appears in 2 contracts
Samples: Office Lease Agreement (Wells Real Estate Fund Xi L P), Office Lease Agreement (Wells Real Estate Fund Xi L P)
LIABILITY OF LANDLORD. 15.1 Except as otherwise provided in this Article XV16.1 Landlord, Landlord its partners, members, employees, agents and Landlord’s Representatives independent contractors shall not be liable to Tenant Tenant, any Invitee (as defined in Section 8.1 above) or any other person or entity for any damage (including indirect and consequential damage), injury, loss or claim (including claims for the interruption of or loss to business) based on or arising out of any cause whatsoeverwhatsoever (except as otherwise expressly provided in this Section), including without limitation the following: repair to any portion of the Premises Premises, the Building or the BuildingLand; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage sewerage, plumbing or plumbing other equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance disappearance, fire or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability of Landlord to furnish any utility or service specified in this Lease; and or leakage in any part of the Premises or the Building Building, or from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property stored or placed by Tenant or any Agent Invitees in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible thereforliable for any loss or damage thereto or theft thereof. Any person receiving an If any employee of Landlord receives any package or article delivered for Tenant Tenant, then such employee shall be acting as Tenant’s 's agent for such purpose and not as Landlord’s 's agent. For purposes of this Article, the term “Building” shall be deemed to include the Building, the Land and the Parking Facilities. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person damage caused by the negligence or Landlord's willful misconduct of Landlord or Landlord’s Representatives gross negligence, to the extent such injury damage is not covered by insurance either carried by Tenant (or such person) or required by this Lease to be carried by Tenant; provided, however, that neither in no event shall Landlord nor have any of Landlord’s Representatives liability to Tenant, any Invitee or other person or entity for (nor any pasti) lost revenues or profits, present or future board member, partner, trustee, director, member, officer, employee, agent, representative (ii) indirect or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Leasedamages.
(a) Except to the extent caused by the negligence or willful misconduct of Landlord or its agents, 16.2 [Omitted.]
16.3 Tenant shall reimburse indemnify, protect, defend and hold harmless Landlord, its employees partners, members, employees, agents and agents for (as additional rent), and shall indemnify, defend upon request and hold them harmless independent contractors from and against all reasonable Costs costs, damages, claims, liabilities and expenses (including attorneys' fees) suffered by or claimed against themLandlord or any of its partners, members, employees, agents or independent contractors, directly or indirectly, based on or arising out of, in whole or in part, of (ia) Tenant's use and occupancy of the Premises or the business conducted therein, (iib) the condition of the Premises or any occurrence or happening in the Premises from any cause whatsoever, (c) any negligent or willful act or omission of Tenant or any Agent of TenantInvitee, (iiid) any breach default by Tenant in the observance or performance of any of the terms, covenants or conditions of this Lease on Tenant’s obligations under this Lease's part to be observed or performed, including failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or (ive) any entry by Tenant or any Agent of Tenant Invitee in the Building or upon the Land prior to the Lease Commencement Date.
(b) Except . Notwithstanding the foregoing, Tenant's indemnification obligations set forth above shall not extend to any matter resulting solely from the extent caused by the gross negligence or willful misconduct of Tenant Landlord or an Agent of Tenant, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant as a result of the negligence or willful misconduct of Landlord, its agents, employees or contractors, provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any pastits partners, present members, employees, agents or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Leaseindependent contractors.
15.3 No 16.4 If any landlord hereunder transfers the Building or such landlord's interest therein, then such landlord shall not be liable for any obligation or liability under the Lease based on or arising out of any event or condition occurring during on or after the period that date of such landlord was not transfer, and Tenant agrees to look solely to the owner transferee for the performance of any Landlord's obligations hereunder to the extent arising after the date of the Building or the Land, or a landlord’s interest thereinsuch transfer. Within five fifteen (515) days after the transferee's request, Tenant shall attorn to any such transferee landlord and execute, acknowledge and deliver any requisite or appropriate document submitted to Tenant confirming such attornment provided attornment. Notwithstanding the foregoing, Tenant acknowledges that Landlord may assign its interest in this Lease to a mortgage lender as additional security and agrees that such transferee assumes assignment shall not release Landlord from its obligations hereunder and that Tenant shall continue to look to Landlord for the performance of its obligations of landlord hereunder which accrue from and after the date of the transferhereunder.
15.4 16.5 Tenant shall not have the right to set off offset or deduct any the amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s 's sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 If 16.6 Notwithstanding anything to the contrary set forth in this Lease, if Tenant or any Agent Invitee is awarded a money judgment or other remedy against Landlord, then recourse for satisfaction of such judgment the same shall be limited to execution against Landlord’s estate and 's interest in the Building which shall be deemed to include proceeds actually received by Landlord from any sale of and the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any Mortgage), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors)Land. No other asset of Landlord, and no asset of any of Landlord’s representatives (or any past, present or future board member, partner, director, member, officer, trustee, employee, agent, representative member or advisor of any of them (each, an “officer”)) or any other person or entity, shall be available to satisfy entity holding an interest in Landlord or be subject to any such judgment. No such Landlord’s representative, officer or other person or entity shall be available to satisfy, or be subject to, such judgment or other remedy, nor shall any such partner, member, person or entity be held to have any personal liability for satisfaction of any claim or judgment whatsoever against Landlord or any partner or member of Landlord. Tenant hereby agrees that it shall not assert any claim against or seek recovery from a partner, member or any other person or entity holding an interest in Landlord for performance of any obligations of Landlord under this LeaseLease or any judgement or other remedy to which Tenant may be entitled against Landlord. In any claim made by Tenant against Landlord alleging that Landlord has acted unreasonably where Landlord had an obligation to act reasonably, Tenant shall have no right to recover damages from Landlord and Tenant's sole and exclusive recourse against Landlord shall be an action seeking specific performance of Landlord's obligation to act reasonably.
Appears in 2 contracts
Samples: Lease Agreement (Smith & Wollensky Restaurant Group Inc), Lease Agreement (New York Restaurant Group Inc)
LIABILITY OF LANDLORD. 15.1 Except as otherwise provided in this Article XV, Landlord and Landlord’s Representatives shall not be liable to Tenant or any other person or entity for any damage, injury, loss or claim based on or arising out of any cause whatsoeverwhatsoever (except for the gross negligence or willful misconduct of Landlord or the Landlord’s Representatives, or as otherwise provided in this Section or in the Lease), including the following: repair to any portion of the Premises or the Building; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service specified in this Lease; and leakage in any part of the Premises or the Building from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or any Agent of Tenant’s Agents in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an article delivered for Tenant shall be acting as Tenant’s agent for such purpose and not as Landlord’s agent. For purposes of this Article, the term “Building” shall be deemed to include the Building, the Land and the Parking FacilitiesLand. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person caused by the negligence or willful misconduct of Landlord or Landlord’s Representatives to the extent such injury is not covered by insurance either carried by Tenant (or such person) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
(a) Except to the extent caused by the negligence or willful misconduct of Landlord or its agents, Tenant shall reimburse Landlord, its employees and agents for (as additional rent), and shall indemnify, defend upon request and hold them harmless from and against all reasonable Costs suffered by or claimed against them, directly or indirectly, based on or arising out of, in whole or in part, (i) use and occupancy of the Premises or the business conducted therein, (ii) any negligent negligence or willful act or omission misconduct of Tenant or any Agent of Tenant, (iii) any breach of Tenant’s obligations under this Lease, including failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or (iv) any entry by Tenant or any Agent of Tenant upon the Land prior to the Lease Rent Commencement Date.
(b) Except Notwithstanding the terms and conditions of Section 15.1, and except to the extent caused by the negligence or willful misconduct of Tenant or an Agent of Tenant, and without affecting in any way the waivers provided in Sections 13.3 and 13.4, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant or any Agent of Tenant as a result of the negligence or willful misconduct of Landlord, its agents, employees or contractors, provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present use or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor control of any the Common Areas of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Leasethe Building and the Building Structure and Systems.
15.3 No landlord hereunder shall be liable for any obligation or liability based on or arising out of any event or condition occurring during the period that such landlord was not the owner of any of the Building or the Land, or a landlord’s interest therein, provided that such Landlord shall cure any existing defaults and/or conditions within the cure period applicable thereto following such transfer. Within five (5) days Business Days after request, Tenant shall attorn to any transferee landlord and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment provided such transferee assumes the obligations of landlord Landlord hereunder which accrue from and after the date of the transfer.
15.4 Except as otherwise expressly provided in Section 15.6(a) and (b) below, or with respect to payments of cash due Tenant under Section 11.2, above, Tenant shall not have the right to set off or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 If Tenant or any Agent of Tenant is awarded a money judgment against LandlordLandlord for a breach or default arising under this Lease, then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s estate and interest in the Building which shall be deemed to include proceeds actually received by Landlord from any sale of the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any MortgageMortgagees), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as any manner that constitutes a fraud against creditors). No other asset of Landlord, and no asset of any of Landlord’s representatives Representatives (or any past, present or future board member, partner, director, member, officer, trustee, employee, agent, representative or advisor of any of them (each, an “officer”)) or any other person or entity, shall be available to satisfy or be subject to any such judgment. No such Landlord’s representativeRepresentative, officer or other person or entity shall be held to have personal liability for satisfaction of any claim or judgment whatsoever under this Lease.
(a) If Landlord shall continue, after notice from Tenant and expiration of the applicable cure period, to be in default in the performance of its obligations under this Lease to repair and maintain the Premises, and if such default renders all or a material portion of the Premises untenantable, Tenant may give written notice to Landlord specifically referring to this Section and stating that Tenant intends to exercise its rights hereunder (the “Self-Help Exercise Notice”). If the Premises or a portion thereof continue to be untenantable by reason of such default for a period of thirty (30) days following Landlord’s receipt of the Self-Help Exercise Notice (or such longer period as may reasonably be required to make the Premises tenantable and provided Landlord has commenced to cure and diligently pursues the same so as to restore the Premises to a fully tenantable condition within ninety (90) days following Landlord’s receipt of a Self-Help Exercise Notice), Tenant shall have the right to perform such work, in the cure of such default, as may be reasonably required to return the entire Premises to a tenantable condition, and to recover from Landlord the actual out-of-pocket costs and expenses incurred in connection therewith (the “Reimbursable Expenses”) in the manner provided below; provided, however, that in no event shall Tenant be authorized, under this Section or otherwise, to perform any Structural and Systems Alterations, any work impacting Building Structure and Systems, or any other work outside of the Premises.
(b) Landlord shall reimburse Tenant for Reimbursable Expenses within thirty (30) days following Landlord’s receipt of a written statement from Tenant of the nature and amount thereof, including reasonable supporting documentation. If Landlord fails within such period either to make such reimbursement to Tenant or to give Tenant written notice stating that Landlord disputes that the expenses submitted by Tenant constitute Reimbursable Expenses (a “Dispute Notice”), then Tenant may give a second written notice to Landlord specifically referring to this Section and stating that Tenant intends to exercise its offset rights hereunder (the “Offset Exercise Notice”). If Landlord fails to pay Reimbursable Expenses due to Tenant (and if Landlord shall not have given a Dispute Notice) within thirty (30) days following receipt of the Offset Exercise Notice, Tenant shall have the right to deduct the Reimbursable Expenses from installments of Base Rent thereafter falling due hereunder, provided that in no event shall Tenant be permitted to deduct from any such installment more than ten percent (10%) of the amount the installment.
15.7 All rights and remedies of Tenant set forth in this Lease are cumulative and in addition to all other rights and remedies available to Tenant at law or in equity, including those available as a result of any anticipatory breach of this Lease, subject to the limitations on Tenant’s rights and remedies expressly set forth in this Lease.
Appears in 2 contracts
Samples: Office Lease Agreement, Office Lease Agreement (Guidance Software, Inc.)
LIABILITY OF LANDLORD. 15.1 Except as otherwise provided in this Article XV, Landlord and Landlord’s 's Representatives shall not be liable to Tenant or any other person or entity for any damage, injury, loss or claim based on or arising out of any cause whatsoever, including the following: following (except as otherwise provided in this Lease): repair to any portion of the Premises or the Building; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service specified in this Lease; and leakage in any part of the Premises or the Building from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or any Agent in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an article delivered for Tenant shall be acting as Tenant’s 's agent for such purpose and not as Landlord’s 's agent. For purposes of this Article, the term “"Building” " shall be deemed to include the Building, the Land and the Parking FacilitiesLand. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person loss, Cost or damage caused by the negligence or willful misconduct of Landlord or Landlord’s Representatives to the extent such injury is not covered by insurance either carried by Tenant (or such person) or required by this Lease to be carried by Tenant's Representatives; provided, however, that neither Landlord nor any of Landlord’s 's Representatives, nor shall Tenant or any of Tenant's Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease, except for Tenant's liability under Article XXII.
(a) Except to the extent caused by the negligence or willful misconduct of Landlord or its agentsagents or Landlord's breach of this Lease, Tenant shall reimburse Landlord, its employees and agents for (as additional rent), and shall indemnify, defend upon request and hold them harmless from and against all reasonable Costs suffered by or claimed against them, directly or indirectly, to the extent based on or arising out of, in whole or in part, (i) use and occupancy of the Premises or the business conducted therein, (ii) any negligent or willful act or omission of Tenant or any Agent of TenantAgent, (iii) any breach of Tenant’s 's obligations under this Lease, including failure to comply with Laws (to the extent required pursuant to this Lease) or surrender the Premises upon the expiration or earlier termination of the Lease Term, or (iv) any entry by Tenant or any Agent of Tenant upon the Land prior to the Lease Commencement Date.
(b) Except to the extent caused by the negligence or willful misconduct of Tenant or an Agent of Tenant or Tenant's breach of this Lease, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant as a result them, directly or indirectly, based on or arising out of, in whole or in part: (i) Landlord or Landlord's Agents use or control of the negligence Common Areas of the Building and the Building Structure and Systems, (ii) any negligent or willful misconduct act or omission of Landlord or any Landlord Agent, or (iii) any breach of Landlord, its agents, employees or contractors, provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall 's obligations under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease, including failure to comply with Laws.
15.3 No landlord hereunder shall be liable for any obligation or liability based on or arising out of any event or condition occurring during the period that such landlord was not the owner of any of the Building or the Land, or a landlord’s 's interest therein. Within five (5) days after request, Tenant shall attorn to any transferee landlord and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment provided such transferee assumes in writing the obligations of landlord Landlord hereunder which accrue from and after the date of the transfertransfer and does not disturb Tenant's possession of the Premises.
15.4 Except as otherwise provided in this Lease, Tenant shall not have the right to set off or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 If Tenant or any Agent is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s 's estate and interest in the Building which shall be deemed to include proceeds actually received by Landlord from any sale of the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any MortgageMortgagees), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors). No other asset of Landlord, and no asset of any of Landlord’s representatives 's Representatives (or any past, present or future board member, partner, director, member, officer, trustee, employee, agent, representative or advisor of any of them (each, an “"officer”")) or any other person or entity, shall be available to satisfy or be subject to any such judgment. No such Landlord’s representative's Representative, officer or other person or entity shall be held to have personal liability for satisfaction of any claim or judgment whatsoever under this Lease.
Appears in 1 contract
Samples: Office Lease Agreement (Alliance Data Systems Corp)
LIABILITY OF LANDLORD. 15.1 12.1 Except as provided otherwise provided below in this Article XVSection 12.1, Landlord and Landlord’s Representatives the other Landlord Parties (defined hereinafter) shall not be liable to Tenant Tenant, any invitee or any other person or entity for any damage (including indirect and consequential damage), injury, loss or claim (including claims for the interruption of or loss to business) based on or arising out of any cause whatsoever, including without limitation the following: repair to any portion of the Premises or the BuildingPremises; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage sewerage, or plumbing or mechanical equipment or apparatus; termination of this Lease by reason of damage to the Premises or the BuildingPremises; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service specified in this Lease; and leakage in any part of the Premises or the Building from water, rain, ice ice, snow or snow other cause that may leak into, or flow from, any part of the Premises or the BuildingPremises, or from drains, pipes or plumbing fixtures in the Premises Premises. Notwithstanding the foregoing, Landlord shall be responsible for personal injury or property damage to the Building. If extent resulting from Xxxxxxxx's negligence or willful misconduct to the extent such personal injury or property damage is not covered by the insurance actually carried by Tenant or required to be carried by Tenant under this Lease, but in any condition exists which may event expressly subject to the last grammatical sentence of Section 7.4 above, which, in the event of any conflict between the terms thereof and the terms of this Section 12.1, shall control; provided however, that notwithstanding anything contained herein to the contrary, Xxxxxx agrees that if such personal injury or property damage is also determined to be the basis of a claim of constructive evictioncaused, in whole or in part, by Tenant or by Tenant’s agents, then Tenant shall give Landlord written notice thereof and a reasonable opportunity still be responsible for the proportionate cost of any liability allocated to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatementits agents. Any property placed by Tenant or any Agent invitees in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an article delivered for Tenant shall be acting as Tenant’s agent for such purpose and not as Landlord’s agent. For purposes of this Article, the term “Building” shall be deemed to include the Building, the Land and the Parking Facilities. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person caused by the negligence or willful misconduct of Landlord or Landlord’s Representatives to the extent such injury is not covered by insurance either carried by Tenant (or such person) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
(a) 12.2 Except to the extent caused by the negligence or willful misconduct of Landlord or its employees or agents, Tenant shall reimburse Landlord and Landlord’s past, its employees present and agents for future agents, employees, officers, directors, partners, members, agents, trustees, shareholders, affiliates, parent companies, subsidiaries, property manager, and invitees (as additional rent)collectively, the "Landlord Parties") for, and shall indemnify, defend upon request and hold them Landlord and the Landlord Parties, harmless from and against against, all costs, damages, claims, liabilities, expenses (including reasonable Costs attorneys' fees), losses and court costs suffered by or claimed against themLandlord or the Landlord Parties, directly or indirectly, based on or arising out of, in whole or in part, (ia) use and occupancy of the Premises or the business conducted therein, (iib) any negligent negligence or willful act or omission misconduct of Tenant or any Agent of Tenantinvitee, or (iiic) any breach of Tenant’s 's obligations under this Lease, including including, without limitation, the failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or (iv) any entry by Tenant or any Agent of Tenant upon the Land prior to the Lease Commencement Date.
(b) Except to 12.3 If Landlord hereunder transfers the extent caused by the negligence Premises or willful misconduct of Tenant or an Agent of TenantLandlord's interest therein, then Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant as a result of the negligence or willful misconduct of Landlord, its agents, employees or contractors, provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
15.3 No landlord hereunder shall not be liable for any obligation or liability based on or arising out of any event or condition occurring during after such transfer. Tenant shall attorn to such transferee so long as such transferee assumes in writing the period that such landlord was not the owner of any of the Building or the LandLandlord’s post-transfer obligations under this Lease, or a landlord’s interest therein. Within five and, within ten (510) days after request, Tenant shall attorn to any transferee landlord and execute, acknowledge and deliver any customary document submitted to Tenant confirming such attornment provided such transferee assumes the obligations of landlord hereunder which accrue from (and after the date of the transfersubject to commercial reasonable changes requested by Xxxxxx).
15.4 12.4 Tenant shall not have the right to set off offset or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s Xxxxxx's sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 12.5 If Tenant or any Agent invitee is awarded a money judgment against LandlordXxxxxxxx, then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s Xxxxxxxx's estate and interest in the Building which shall be deemed to include Premises including any rents and proceeds actually received by Landlord from any sale of the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any Mortgage), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors)therefrom. No other asset of Landlord, and no asset of any of Landlord’s representatives (or any past, present or future board member, partner, directordirector or officer of Landlord (collectively, member, officer, trustee, employee, agent, representative or advisor of any of them (each, an “officer”)"Officer") or any other person or entity, entity shall be available to satisfy or be subject to any such judgment. No such Landlord’s representative, officer nor shall any Officer or other person or entity shall be held to have personal liability for satisfaction of any claim or judgment whatsoever under this Leaseagainst Landlord or any Officer.
Appears in 1 contract
LIABILITY OF LANDLORD. 15.1 Except as otherwise provided in this Article XVLandlord, Landlord its employees and Landlord’s Representatives agents shall not be liable to Tenant Tenant, any Invitee or any other person or entity for any damage (including indirect and consequential damage), injury, loss or claim (including claims for the interruption of or loss to business) based on or arising out of any cause whatsoeverwhatsoever (except as otherwise provided in this Section), including without limitation the following: repair to any portion of the Premises or the Building; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage sewerage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service specified in this Lease; and leakage in any part of the Premises or the Building from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or any Agent Invitees in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an If any employee of Landlord receives any package or article delivered for Tenant Tenant, then such employee shall be acting as Tenant’s agent for such purpose and not as Landlord’s agent. For the purposes of this Article, the term “Building” shall be deemed to include the Building, the Land and the Parking FacilitiesLand. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person caused by the negligence or Landlord’s willful misconduct of Landlord or Landlord’s Representatives to the extent such injury is not covered by insurance either (a) carried by Tenant (or such person, or (b) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
(a) Except to the extent caused by the negligence or willful misconduct of Landlord or its agents, 15.2 Tenant shall reimburse Landlord, its employees and agents for (as additional rent)Landlord for, and shall indemnify, defend upon request and hold them Landlord, its employees and agents harmless from and against against, all reasonable Costs costs, damages, claims, liabilities, expenses (including attorneys’ fees), losses and court costs suffered by or claimed against themLandlord, directly or indirectly, based on or arising out of, in whole or in part, (ia) use and occupancy of the Premises or the business conducted therein, (iib) any negligent or willful act or omission of Tenant or any Agent of TenantInvitee, (iiic) any breach of Tenant’s obligations under this Lease, including failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or (ivd) any entry by Tenant or any Agent of Tenant Invitee upon the Land prior to the Lease Commencement Date.
(b) Except to the extent caused by the negligence or willful misconduct of Tenant or an Agent of Tenant, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant as a result of the negligence or willful misconduct of Landlord, its agents, employees or contractors, provided, however, that neither Landlord nor 15.3 If any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
15.3 No landlord hereunder transfers the Building or such landlord’s interest therein, then such landlord shall not be liable for any obligation or liability based on or arising out of any event or condition occurring during the period that after such landlord was not the owner of any of the Building or the Land, or a landlord’s interest thereintransfer. Within five (5) days after request, Tenant shall attorn to any such transferee landlord and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment provided such transferee assumes the obligations of landlord hereunder which accrue from and after the date of the transferattornment.
15.4 Tenant shall not have the right to set off offset or deduct any the amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 If Tenant or any Agent Invitee is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s estate and interest in the Building which shall be deemed to include proceeds actually received by Landlord from any sale of the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any Mortgage), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors)Building. No other asset of Landlord, and no asset of any of Landlord’s representatives (or any past, present or future board member, partner, director, member, officer, trustee, employee, agent, representative or advisor of any of them (each, an “officer”)) or any other person or entity, Landlord shall be available to satisfy or be subject to any such judgment. No such Landlord’s representative, officer or other person or entity shall be held to have personal liability for satisfaction of any claim or judgment whatsoever under this Lease.
Appears in 1 contract
Samples: Lease Agreement (Saflink Corp)
LIABILITY OF LANDLORD. 15.1 14.1 Except as otherwise provided expressly set forth in this Article XVLease and without limiting or reducing Tenant's rights under the Development Agreement, Landlord and Landlord’s Representatives shall not be liable to Tenant Tenant, its employees, agents, business invitees, licensees, customers, clients, family members or any other person or entity guests for any damage, injury, loss, compensation or claim, including, but not limited to, claims for the interruption of or loss or claim to Tenant's business, based on or on, arising out of or resulting from any cause whatsoeverwhatsoever (except as hereinbelow set forth), including but not limited to the following: repair (i) repairs to any portion of the Premises or the Building; (ii) interruption in the use of the Premises or the Building or any equipment thereinPremises; (iii) any accident or damage resulting from any the use or operation (by Landlord, Tenant or any other person or entitypersons) of elevators elevators, or of the heating, cooling, electrical, sewage electrical or plumbing equipment or apparatus; (iv) the termination of this Lease by reason of damage to the destruction of the Premises or the Building; (v) any fire, robbery, theft, vandalism, mysterious disappearance or and/or any other casualty; (vi) the actions of any other tenant of tenants in the Building Building, if any, or of any other person or entity; failure or inability to furnish any service specified in this Leasepersons; and (vii) any leakage in any part or portion of the Premises or the Building Building, or from water, rain, ice rain or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or any Agent in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an article delivered for Tenant shall be acting as Tenant’s agent for such purpose and not as Landlord’s agent. For purposes of this Article, the term “Building” shall be deemed to include the Building, the Land and the Parking Facilities. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person caused by the negligence or willful misconduct of Landlord or Landlord’s Representatives to the extent such injury is not covered by insurance either carried by Tenant (or such person) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor shall not be released pursuant to this Section 14.1 from any liability (a) resulting directly from Landlord's breach of, or default, beyond any applicable notice and cure period, as to, any of its covenants or other obligations under this Lease, or (b) subject to Section 12.4(a) above, property damage, personal injury or death caused directly by Landlord’s Representatives 's or its employees' negligence or willful misconduct or the gross negligence or willful misconduct of Landlord's contractors or agents. In no event (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of themnotwithstanding anything in the immediately-preceding sentence to the contrary) shall under Landlord have any circumstances be liable liability to Tenant for any exemplary, punitive, consequential or indirect damages (or for any claims based on the interruption of or loss to business) in connection with Tenant's business or relating to this Leaseconsequential damages or indirect losses whatsoever.
(a) Except 14.2 Tenant hereby agrees to the extent caused by the negligence or willful misconduct of Landlord or its agents, Tenant shall reimburse Landlord, its employees and agents for (as additional rent), and shall indemnify, defend upon request on request, and hold them Landlord harmless from and against all costs, damages, claims, liabilities and expenses (including reasonable Costs attorneys' fees and any costs of litigation) suffered by or claimed against themLandlord, directly or indirectly, and not covered by the insurance required to be maintained by Landlord hereunder, based on or on, arising out of, in whole of or in part, resulting from (i) Tenant's use and occupancy of the Premises or the business conducted by Tenant therein, (ii) any negligent accident, injury or willful act damage whatsoever caused to any person, or omission to the property of Tenant any person, occurring on or any Agent of Tenantabout the Premises during the Lease Term, (iii) the operation of a food service, health club, daycare center or other "compatible use" (as defined in Section 6.1 hereof) at the Premises, including any accident, injury or damage whatsoever caused to any person or property arising therefrom, (iv) any act or omission to act by Tenant or its employees, contractors, agents, licensees, or invitees, or (v) any breach or default by Tenant in the performance or observance of Tenant’s its covenants or obligations under this Lease; provided that Tenant's obligations to indemnify and hold harmless Landlord pursuant to this Section 14.2 shall not include any costs, including failure damages, claims, liabilities or expenses suffered by or claimed against Landlord directly based on, arising out of or resulting from Landlord's breach of, or default as to, any of its covenants or other obligations under this Lease or the negligence or willful misconduct of Landlord or its employees or the gross negligence or willful misconduct of Landlord's contractors or agents.
14.3 In the event that at any time Landlord shall sell or transfer the Building, provided the purchaser or transferee assumes the obligations of Landlord hereunder, the Landlord named herein shall not be liable to comply with Laws Tenant for any obligations or surrender liabilities based on or arising out of events or conditions occurring on or after the Premises upon the expiration date of such sale or earlier termination transfer. If requested by Tenant, Landlord shall furnish to Tenant a copy of the Lease Termagreement pursuant to which any such purchaser or transferee shall have assumed the obligations of Landlord hereunder. Furthermore, upon such assumption, Tenant agrees to attorn to any such purchaser or transferee upon all the terms and conditions of this Lease. Notwithstanding any of the foregoing to the contrary, Landlord agrees that (ivi) any entry by Tenant Landlord will not sell or any Agent of Tenant upon transfer the Land Building prior to the Lease Commencement Date.
; (bii) Except Landlord will not sell or transfer the Building to the extent caused by the negligence any person or willful misconduct entity if an Event of Tenant or an Agent of Tenant, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant Bankruptcy (as a result of the negligence or willful misconduct of Landlord, its agents, employees or contractors, provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of themhereinafter defined) shall under any circumstances have occurred and be liable for any exemplary, punitive, consequential continuing with respect to such transferee at the time Landlord contracts to sell or indirect damages transfer the Building to such transferee; (or for any interruption of or loss iii) Landlord's right to business) in connection with or relating to this Lease.
15.3 No landlord hereunder sell the Building shall be liable for subject to Tenant's right of first offer provided in Article XXVIII below; (iv) any obligation or liability based on or arising out of any event or condition occurring during the period that such landlord was not the owner of any sale of the Building shall be subject to Tenant's right of purchase provided in XXVII below and (v) so long as Tenant and/or its Affiliates are the sole lessees of the Building, if Landlord transfers or sells the LandBuilding, or a landlord’s interest therein. Within five (5) days after request, then Tenant shall attorn have the right, at its option, to any transferee landlord assume all of Landlord's operation, maintenance and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment provided such transferee assumes the repair obligations of landlord hereunder which accrue from and after the date in lieu of the transfer.
15.4 performance thereof by such successor landlord (in which event no management fee shall be payable to such successor landlord); provided that if Tenant elects to assume such obligations, then Tenant shall perform such obligations to the same extent and in the same manner and to the same standards required of Landlord hereunder; provided further that, prior to the expiration of the fifth (5th) Lease Year, Tenant shall not have the right to set off self-manage the Building as aforesaid during the initial twelve (12) month period following any such transfer or, if earlier, until the expiration of the fifth (5th) Lease Year, unless the transferee is an institutional investor or other person or entity that is not itself, and is not affiliated with another entity that is, in the business of managing commercial real estate.
14.4 In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, except as otherwise provided in Section 14.6 hereof, Tenant shall not have the right to deduct any the amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum sums payable to Landlord. Landlord hereunder, it being understood that Tenant’s 's sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 If 14.5 Tenant or any Agent agrees that in the event Tenant is awarded a money judgment against Landlord, then Tenant's sole recourse for satisfaction of such judgment shall be limited to execution against Landlord’s estate and 's equity interest in the Building which and the Land at the time of such execution, which, if the Building has been sold prior to such execution, shall be deemed to include proceeds actually received by Landlord the net sale proceeds, after payment of all prior liens, from any the sale of the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any Mortgage), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Building. In no event shall Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors). No other asset of Landlord, and no asset of any of Landlord’s representatives (or any past, present partner or future board member, partner, director, member, officer, trustee, employee, agent, representative or advisor member of any of them (each, an “officer”)) Landlord or any other person or entity, shall be available to satisfy or be subject to any such judgment. No such Landlord’s representative, officer or other person or entity shall be held to have any personal liability for satisfaction of any claim claims or judgment whatsoever judgments that Tenant may have against Landlord.
14.6 In the event Landlord shall be in default with respect to any service or action that Landlord is obligated to furnish or perform under this Lease., then Tenant shall have the right to obtain such service or perform such act on Landlord's account subject to the terms and conditions set forth below. Notwithstanding anything contained herein to the contrary, Tenant shall have the rights set forth in this Section 14.6 with respect to services and actions that
Appears in 1 contract
LIABILITY OF LANDLORD. 15.1 Except as otherwise provided in this Article XV, Landlord for the gross negligence or willful misconduct and Landlord’s Representatives shall to the extent not be liable to Tenant or any other person or entity for covered by either party's insurance any damage, injury, loss or claim based on or arising out of an act or omission of the Landlord, its employees or agents, Landlord, its employees and agents shall not be liable to Tenant, any Invitee or any other person or entity for any damage (including indirect and consequential damage), injury, loss or claim (including claims for the interruption of or loss of business) based on or arising out of any cause whatsoeverwhatsoever (except as otherwise provided in this Section), including without limitation the following: ; repair to any portion of the Premises or the Building; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage sewerage, or plumbing or mechanical equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service specified in this Lease; and leakage in any part of the Premises or the Building from water, rain, snow, ice or snow other cause that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises Building or the BuildingLand. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or any Agent Invitees in or about the Premises Premises, the Building or the Building Land shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an If any employee of Landlord receives any package or article delivered for Tenant Tenant, then such employee shall be acting as Tenant’s 's agent for such purpose and not as Landlord’s 's agent. For purposes of this Article, the term “Building” shall be deemed to include the Building, the Land and the Parking Facilities. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person caused by the negligence or willful misconduct of Landlord or Landlord’s Representatives to the extent such injury is not covered by insurance either carried by Tenant (or such person) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
(a) Except to the extent caused by the negligence or willful misconduct of Landlord or its agents, 15.2 Tenant shall reimburse Landlord, its employees and agents for (as additional rent)Landlord for, and shall indemnify, defend upon request and hold them Landlord, its employees and agents harmless from and against against, all reasonable Costs costs, damages, claims, liabilities, expenses (including reasonable attorney's fees), actual losses and court costs suffered by or claimed against themLandlord, directly or indirectly, based on or arising out of, in whole or in part, (ia) Tenant's use and occupancy of the Premises or the business conducted therein, (iib) any negligent or willful act or omission of Tenant or any Agent of TenantInvitee, (iiic) any breach of Tenant’s 's obligations under this Lease, including failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or (ivd) any unreasonable or unauthorized entry by Tenant or any Agent of Tenant Invitee upon the Land prior to the Lease Commencement Date.
(b) Except to 15.3 If any Landlord hereunder transfers the extent caused by the negligence Building or willful misconduct of Tenant or an Agent of Tenantsuch Landlord's interest therein, then such Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant as a result of the negligence or willful misconduct of Landlord, its agents, employees or contractors, provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
15.3 No landlord hereunder shall not be liable for any obligation or liability based on or arising out of any event or condition occurring during the period that after such landlord was not the owner of any of the Building or the Landtransfer. Tenant shall attorn to such transferee and, or a landlord’s interest therein. Within five within Ten (510) days after request, Tenant shall attorn to any transferee landlord and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment provided such transferee assumes the obligations of landlord hereunder which accrue from and after the date of the transferattornment.
15.4 Tenant shall not have the right to set off offset or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s 's sole remedy for recovering upon such claim claims shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 If Tenant or any Agent Invitee is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s 's estate and interest in the Building which shall be deemed to include proceeds actually received by Landlord from any sale of and the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any Mortgage), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors)Land. No other asset of Landlord, and no asset of any of Landlord’s representatives (or any past, present or future board member, partner, director, member, officer, trustee, employee, agent, representative director or advisor officer of any of them Landlord (each, an “officer”)collectively "Officer") or any other person or entity, entity shall be available to satisfy or be subject to any such judgment. No such Landlord’s representative, officer nor shall any Officer or other person or entity shall be held to have personal liability for satisfaction of any claim or judgment whatsoever under this Leaseagainst Landlord or any Officer.
Appears in 1 contract
Samples: Lease Agreement (Electronic Retailing Systems International Inc)
LIABILITY OF LANDLORD. 15.1 Except as otherwise provided in this Article XVLandlord, Landlord its employees and Landlord’s Representatives agents shall not be liable to Tenant Tenant, any Invitee or any other person or entity for any damage (including indirect, special, punitive, and consequential damage), injury, loss or claim (including claims for the interruption of or loss to business) based on or arising out of any cause whatsoever, including without limitation the following: repair to any portion of the Premises or the Building; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage sewerage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service specified in this Lease; and leakage in any part of the Premises or the Building from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or any Agent Invitee in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an article delivered for Tenant shall be acting as TenantXxxxxx’s agent for such purpose and not as LandlordXxxxxxxx’s agent. For purposes of this Article, the term “Building” shall be deemed to include the Building, the Land and the Parking Facilities. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person caused by the negligence or willful misconduct of Landlord or Landlord’s Representatives to the extent such injury is not covered by insurance either carried by Tenant (or such person) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this LeaseLand.
(a) Except to the extent caused by the negligence or willful misconduct of Landlord or its agents, 15.2 Tenant shall reimburse Landlord, its employees and agents for (as additional rent), and shall indemnify, defend upon request and hold them harmless from and against all reasonable Costs costs, damages, claims liabilities, expenses (including attorneys’ fees), losses penalties and court costs suffered by or claimed against them, directly or indirectly, based on or arising out of, in whole or in part, (ia) use and occupancy of the Premises or the business conducted therein, (iib) any negligent or willful act or omission of Tenant or any Agent of TenantInvitee, (iiic) any breach of Tenant’s obligations under this Lease, including failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or (ivd) any entry by Tenant or any Agent of Tenant Invitee upon the Land prior to the Lease Commencement Date.
(b) Except . Any obligation of the Tenant pursuant to the extent caused this Paragraph, beyond Tenant’s applicable insurance coverage, is subject to appropriation and funding by the negligence or willful misconduct of Tenant or an Agent of Tenant, Landlord shall reimburse Tenant Prince Xxxxxx’s County Council and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant as a result of the negligence or willful misconduct of Landlord, its agents, employees or contractors, provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this LeaseMontgomery County Council.
15.3 No landlord hereunder shall be liable for any obligation or liability based on or arising out of any event or condition occurring during the period that such landlord was not the owner of any of the Building or the Land, or a landlord’s interest therein. Within five ten (510) business days after written request, Tenant shall attorn to any such transferee landlord and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment provided such transferee assumes the obligations of landlord hereunder which accrue from and after the date of the transferattornment.
15.4 Tenant shall not have the right to set off off, recoup, xxxxx or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 If Tenant or any Agent Invitee is awarded a money judgment against LandlordXxxxxxxx, then recourse for satisfaction of such judgment shall be limited to execution against LandlordXxxxxxxx’s estate and interest in the Building which shall be deemed to include proceeds actually received by Landlord from any sale of the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any Mortgage), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors)Building. No other asset of Landlord, and no asset of any of Landlord’s representatives (or any past, present or future board member, partner, director, member, officer, trustee, employee, agent, representative officer or advisor trustee of any of them Landlord (each, an “officer”)) or any other person or entity, entity shall be available to satisfy or be subject to any such judgment. No such Landlord’s representative, nor shall any officer or other person or entity shall be held to have personal liability for satisfaction of any claim or judgment whatsoever under this Leaseagainst Landlord or any officer.
Appears in 1 contract
Samples: Office Lease Agreement
LIABILITY OF LANDLORD. 15.1 Except as otherwise expressly provided in this Article XVSection 15.1, Landlord Landlord, its employees and Landlord’s Representatives agents shall not be liable to Tenant Tenant, any Invitee or any other person or entity for any damage (including indirect and consequential damage), injury, loss or claim (including claims for the interruption of or loss to business) based on or arising out of any cause whatsoeverwhatsoever (except as otherwise provided in this Section), including including, without limitation, the following: repair to any portion of the Premises or the Building; interruption in the use of the Premises or the Building or any equipment therein; the migration of noise, lights, vibration or odor into the Premises; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage sewerage, Fitness Center or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service specified in this Lease; and leakage in any part of the Premises or the Building from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If Except as otherwise expressly provided for in this Lease, if any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or any Agent Invitee in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an article delivered for Tenant shall be acting as Tenant’s agent for such purpose and not as Landlord’s agent. For purposes of this Article, the term “Building” shall be deemed to include the Building, the Land and the Parking FacilitiesLand. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person or Tenant’s personal property caused by Landlord’s gross negligence or willful misconduct or the gross negligence or willful misconduct of Landlord or Landlord’s Representatives agents, contractors or employees to the extent such injury is not covered by insurance either (a) carried by Tenant (or such person, or (b) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall not under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Leasedamages.
(a) Except to the extent caused by Landlord’s gross negligence or willful misconduct or the gross negligence or willful misconduct of Landlord Landlord’s agents, contractors or its agentsemployees, Tenant shall reimburse Landlord, its employees and agents Landlord for (as additional rent), and shall indemnify, defend upon request and hold them Landlord harmless from and against all costs, damages, claims, liabilities, expenses (including reasonable Costs attorneys’ fees and costs of litigation), losses, penalties and court costs suffered by or claimed against themLandlord from third parties, directly or indirectly, based on or arising out of, in whole or in part, (ia) use and occupancy of the Premises or the business conducted therein, (iib) any negligent or willful act or omission (when there was a duty to act) of Tenant or any Agent of TenantInvitee, (iiic) any breach of Tenant’s obligations under this Lease, including failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or (ivd) any entry by Tenant or any Agent of Tenant upon the Land Invitee prior to the Lease Commencement Date, and except further that Tenant’s obligation to indemnify Landlord pursuant to the terms of this Section 15.2(a) shall be applicable and shall be enforceable only to the extent that Landlord has suffered an actual and demonstrable loss. Notwithstanding the foregoing, Tenant shall not have liability to Landlord for interruption or loss to Landlord’s business or any indirect, punitive, special or consequential damages or for liability actually covered by any insurance policy carried or required to be carried by Landlord pursuant to the terms of this Lease.
(b) Except Landlord hereby agrees to the extent caused by the negligence or willful misconduct of Tenant or an Agent of Tenantindemnify, Landlord shall reimburse Tenant and shall indemnify defend upon request and hold Tenant harmless from and against all Costs costs, damages, claims, liabilities and expenses (including reasonable attorneys’ fees and costs of litigation), losses, penalties, and court costs suffered by or claimed claims against Tenant as from third parties, directly or indirectly based on or arising out of, in whole or in part (i) any accident, injury or damage caused to any person, or the property of any person, on or about the common or public areas of the Building during the Lease Term, and (ii) any breach or default by Landlord in the performance or observance of its covenants or obligations under this Lease; except, if and to the extent such accident, injury, damage, failure, breach or default is a result of the negligence or willful misconduct in any way caused by Tenant’s or any of Landlord, its agents, employees or contractors, providedemployees’ or subtenant’s negligence, howevermisconduct or wrongful act or omission to act (where there was a duty to act), and except, further, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of themobligation to indemnify Tenant pursuant to this Section 15.2(b) shall under be applicable and shall be enforceable only to the extent that Tenant has suffered an actual and demonstrable loss. Notwithstanding anything to the contrary in this Subsection (b) or elsewhere in this Lease, (i) in no event shall Landlord have any circumstances be liable liability to Tenant for any exemplary, punitive, consequential or indirect damages (or for any claims based on the interruption of or loss to businessTenant’s business or for any indirect losses or consequential, punitive or other special damages whatsoever or for claims for which Tenant is insured or required under this Lease to be insured, and (ii) in connection with this Section 15.2(b) shall not apply to the holder of any mortgage or relating deed of trust secured by the Building unless and until such holder acts as landlord under this Lease or otherwise owns or holds title to this Leasethe Building by foreclosure or deed-in-lieu of foreclosure.
15.3 No landlord hereunder under this Lease shall be liable for any obligation or liability based on or arising out of any event or condition occurring during the period that such landlord was not the owner of any of the Building or the Land, or a landlord’s interest thereinin the Building. Within five (5) days after request, Tenant shall attorn to any such transferee landlord and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment attornment, provided such transferee assumes has expressly assumed in writing the obligations of landlord hereunder which accrue from and after the date of the transferLandlord under this Lease.
15.4 Except as expressly provided otherwise in this Lease, Tenant shall not have the right to set off off, recoup, axxxx or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to would be brought by applicable statute and will be deemed forever waived lost if not then asserted by Tenantotherwise asserted.
15.5 If Tenant or any Agent Invitee is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s estate and interest in the Building Building, which shall be deemed to include net proceeds actually received by Landlord from any sale of the Building (net of all expenses of sale)Building, insurance or condemnation proceeds actually received by Landlord (subject to the rights of extent not applied to retire any holder of any Mortgagedebt secured by a lien on the Building or the Land), and any net rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed actually received by Landlord in the ordinary course of business (i.e., not as a fraud against creditors)Landlord. No other asset of Landlord, and no asset of any of Landlord’s representatives (or any past, present or future board member, partner, director, member, officer, trustee, employee, agent, representative officer or advisor trustee of any of them Landlord (each, an “officer”)) or any other person or entity, entity shall be available to satisfy or be subject to any such judgment. No such Landlord’s representative, nor shall any officer or other person or entity shall be held to have personal liability for satisfaction of any claim or judgment whatsoever under this Leaseagainst Landlord or any officer.
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LIABILITY OF LANDLORD. 15.1 Except as otherwise provided in this Article XV, 15.1. Landlord and Landlord’s Representatives shall not be liable to Tenant Tenant, any Agent or any other person or entity for any and all damage, injury, loss or claim based on or arising out of any cause whatsoeverwhatsoever (except as otherwise provided in this Section), including without limitation the following: repair to any portion of the Premises or the Building; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any ay use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance disappearances or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service specified in this t his Lease; and leakage in any part of the Premises or the Building from water, rain, ice ice, snow, dampness or snow humidity that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any Ay property placed by Tenant or any Agent in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefortherefore. Any person receiving an article delivered for Tenant shall be acting as Tenant’s agent for such purpose and not as Landlord’s agent. For purposes of this Article, the term “Building” shall be deemed to include the Building, the Land and the Parking FacilitiesLand. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person or any damage to Tenant’s property caused by the negligence or Landlord’s willful misconduct of Landlord or Landlord’s Representatives gross negligence to the extent such injury or damage is not covered by insurance either carried by Tenant (or such person) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) them shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
(a) Except to the extent caused by the negligence or willful misconduct of Landlord or its agents, 15.2. Tenant shall reimburse Landlord and Landlord, its employees and agents ’s Representatives for (as additional rent), and shall indemnify, defend upon request and an hold them harmless from and against all costs, damages, claims, liabilities, expenses (including reasonable Costs attorneys’ fees, losses, penalties and court costs suffered by or claimed against them, directly or indirectly, based on or arising out of, in whole or in part, (i) use and occupancy of the Premises premises or the business conducted therein, (ii) any negligent or willful act or omission of Tenant or any Agent of TenantAgent, (iii) any breach of Tenant’s obligations under this Lease, including failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or (iv) any entry by Tenant or any Agent of Tenant upon the Land prior to the Lease Commencement Date.
(b) Except to 15.3. If any landlord transfer the extent caused by the negligence Building or willful misconduct of Tenant or an Agent of Tenantsuch landlord’s interest therein, Landlord then such landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant as a result of the negligence or willful misconduct of Landlord, its agents, employees or contractors, provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
15.3 No landlord hereunder shall not be liable for any obligation or liability based on or arising out of any event or condition occurring during on or after the period that date of such landlord was not the owner of any of the Building or the Land, or a landlord’s interest thereintransfer. Within five (5) days after such transferee’s request, Tenant shall attorn to any such transferee landlord and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment Attornment provided such transferee recognizes this Lease and assumes the obligations of landlord Landlord hereunder which accrue from and after the date of the transfer.
15.4 15.4. Tenant shall not have the right to set off or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to t Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 15.5. If Tenant or any Agent is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s estate and interest in the Building which shall be deemed to include proceeds actually received by Landlord from any sale of the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any Mortgage), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors)Building. No other asset of Landlord, and no asset of any of Landlord’s representatives Representatives (or any past, present or future board member, partner, director, member, officer, trustee, employee, agent, representative or advisor of any of them (each, an “officer”)) or any other person or entity, shall be available to satisfy or be subject to any such judgment. No such Landlord’s representativeRepresentative, officer or other person or entity shall be held to have personal liability for satisfaction of any claim or judgment whatsoever under this Lease.
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LIABILITY OF LANDLORD. 15.1 Except as otherwise provided in this Article XV, Landlord and Landlord’s Representatives its employees and agents shall not be liable to Tenant Tenant, any Invitee or any other person or entity for any damage (including indirect and consequential damage), injury, loss or claim (including claims for the interruption of or loss to business) based on or arising out of any cause whatsoeverwhatsoever (except as otherwise provided in this Section), including without limitation the following: repair to any portion of the Premises or the Building; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage sewerage or plumbing or mechanical equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service specified in this Lease; and leakage in any part of the Premises or the Building from water, rain, ice ice, snow or snow other cause that may leak into, or flow from, any part of the Premises or the BuildingBuilding or the Land, or from drains, pipes or plumbing fixtures in the Premises or the BuildingBuilding or the Land. If any condition exists which may that might be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or any Agent Invitees in or about the Premises Premises, the Building or the Building Land shall be at the sole risk of Tenant, and Landlord shall not be responsible therefor in any manner be held responsible thereformanner. Any person receiving an If any employee of Landlord receives any package or article delivered for Tenant Tenant, then such employee shall be acting as Tenant’s 's agent for such purpose and not as Landlord’s 's agent. For purposes of this Article, the term “Building” shall be deemed to include the Building, the Land and the Parking Facilities. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person caused by the negligence or Landlord's willful misconduct of Landlord or Landlord’s Representatives negligence to the extent such injury is not covered by insurance either (a) carried by Tenant (or such personperson or (b) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
(a) Except to the extent caused by the negligence or willful misconduct of Landlord or its agents, 15.2 Tenant shall reimburse Landlord, its employees and agents for (as additional rent)Landlord for, and shall indemnify, defend upon request and hold them Landlord and its employees and agents harmless from and against all reasonable Costs costs, damages, claims, liabilities, expenses (including attorneys' fees), losses and court costs suffered by or claimed against themLandlord, directly or indirectly, based on or arising out of, in whole or in part, (ia) use and occupancy of the Premises or the business conducted therein, (iib) any negligent or willful act or omission of Tenant or any Agent of TenantInvitee, (iiic) any breach of Tenant’s 's obligations under this Lease, including failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or (ivd) any entry by Tenant or any Agent of Tenant Invitee upon the Land prior to the Lease Commencement Date.
(b) Except to the extent caused by the negligence or willful misconduct of Tenant or an Agent of Tenant, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant as a result of the negligence or willful misconduct of Landlord, its agents, employees or contractors, provided, however, that neither Landlord nor 15.3 If any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
15.3 No landlord hereunder transfers the Building or such landlord's interest therein, then such landlord shall not be liable for any obligation or liability based on or arising out of any event or condition occurring during the period that after such landlord was not the owner of any of the Building or the Landtransfer. Tenant shall attorn to such transferee and, or a landlord’s interest therein. Within within five (5) days after request, Tenant shall attorn to any transferee landlord and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment provided such transferee assumes the obligations of landlord hereunder which accrue from and after the date of the transferattornment.
15.4 Tenant shall not have the right to set off offset or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s 's sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 If Tenant or any Agent Invitee is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s 's estate and interest in the Building which shall be deemed to include proceeds actually received by Landlord from any sale of and the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any Mortgage), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors)Land. No other asset of Landlord, and no asset of any of Landlord’s representatives (or any past, present or future board member, partner, directordirector or officer of Landlord (collectively, member, officer, trustee, employee, agent, representative or advisor of any of them (each, an “officer”)"Officer") or any other person or entity, entity shall be available to satisfy or be subject to any such judgment. No such Landlord’s representative, officer nor shall any Officer or other person or entity shall be held to have personal liability for satisfaction of any claim or judgment whatsoever under this Leaseagainst Landlord or any Officer.
Appears in 1 contract
Samples: Lease Agreement (Best Software Inc)
LIABILITY OF LANDLORD. 15.1 Except as otherwise specifically provided for in this Article XVSection, Landlord Landlord, its employees and Landlord’s Representatives agents shall not be liable to Tenant Tenant, any Invitee or any other person or entity for any damage (including indirect and consequential damage), injury, loss or claim (including claims for the interruption of or loss to business) based on or arising out of any cause whatsoeverwhatsoever (except as otherwise provided in this Section), including without limitation the following: repair to any portion of the Premises or the Building; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage sewerage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service specified in this Lease; and except with respect to actual damages (but in no event any consequential or special damages) resulting from the gross negligence or willful misconduct of Landlord or any of its employees or agents, leakage in any part of the Premises or the Building from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or any Agent Invitee in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an article delivered for Tenant shall be acting as Tenant’s 's agent for such purpose and not as Landlord’s 's agent. For purposes of this Article, the term “Building” "BUILDING" shall be deemed to include the Building, the Land and the Parking FacilitiesLand. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person caused by the Landlord's gross negligence or willful misconduct of Landlord or Landlord’s Representatives to the extent such injury is not covered by insurance either (a) carried by Tenant (or such person, or (b) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall not under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Leasedamages.
(a) Except to the extent caused by the negligence or willful misconduct of Landlord or its agents, Tenant shall reimburse Landlord, its employees and agents for (as additional rent), and shall indemnify, defend upon request and hold them harmless from and against all reasonable Costs suffered by or claimed against them, directly or indirectly, based on or arising out of, in whole or in part, (i) use and occupancy of the Premises or the business conducted therein, (ii) any negligent or willful act or omission of Tenant or any Agent of Tenant, (iii) any breach of Tenant’s obligations under this Lease, including failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or (iv) any entry by Tenant or any Agent of Tenant upon the Land prior to the Lease Commencement Date.
(b) Except to the extent caused by the negligence or willful misconduct of Tenant or an Agent of Tenant, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant as a result of the negligence or willful misconduct of Landlord, its agents, employees or contractors, provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
15.3 No landlord hereunder shall be liable for any obligation or liability based on or arising out of any event or condition occurring during the period that such landlord was not the owner of any of the Building or the Land, or a landlord’s interest therein. Within five (5) days after request, Tenant shall attorn to any transferee landlord and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment provided such transferee assumes the obligations of landlord hereunder which accrue from and after the date of the transfer.
15.4 Tenant shall not have the right to set off or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 If Tenant or any Agent is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s estate and interest in the Building which shall be deemed to include proceeds actually received by Landlord from any sale of the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any Mortgage), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors). No other asset of Landlord, and no asset of any of Landlord’s representatives (or any past, present or future board member, partner, director, member, officer, trustee, employee, agent, representative or advisor of any of them (each, an “officer”)) or any other person or entity, shall be available to satisfy or be subject to any such judgment. No such Landlord’s representative, officer or other person or entity shall be held to have personal liability for satisfaction of any claim or judgment whatsoever under this Lease.
Appears in 1 contract
LIABILITY OF LANDLORD. 15.1 Except as otherwise provided in this Article XVLandlord, Landlord its employees and Landlord’s Representatives agents shall not be liable to Tenant Tenant, Invitees or any other person or entity for any damage (including indirect and consequential damage), injury, loss or claim (including claims for the interruption of or loss to business) based on or arising out of any cause whatsoever, including the followingwithout limitation: repair to any portion of the Premises or the Building; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage sewerage or plumbing equipment or apparatusequipment; termination of this Lease by reason of damage to or to condemnation of the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish or interruption in any utility or service specified in this Lease; and leakage in any part of the Premises or the Building from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises Premise or the Building. If any a condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or any Agent Invitees in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord landlord shall not in any manner be held responsible therefor. Any person receiving an article delivered for Tenant shall be acting as Tenant’s agent for such purpose and 's (not as Landlord’s 's) agent. For purposes of this Article, the term “"Building” " shall be deemed to include the Building, the Land and the Parking FacilitiesLand. Notwithstanding the The foregoing provisions of this Sectionnotwithstanding, Landlord shall not be released from liability to Tenant for any physical injury to any natural person persons caused by the Landlord's negligence or willful misconduct of Landlord or Landlord’s Representatives to the extent such injury is not covered by insurance either carried by Tenant (or such person) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Leasemisconduct.
(a) Except to the extent caused by the negligence or willful misconduct of Landlord or its agents, Tenant shall reimburse Landlord, its employees and agents for (as additional rent), and shall indemnify, defend upon request and hold them harmless from and against all reasonable Costs suffered by or claimed against them, directly or indirectly, based on or arising out of, in whole or in part, (i) use and occupancy of the Premises or the business conducted therein, (ii) any negligent or willful act or omission of Tenant or any Agent of Tenant, (iii) any breach of Tenant’s obligations under this Lease, including failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or (iv) any entry by Tenant or any Agent of Tenant upon the Land prior to the Lease Commencement Date.
(b) Except to the extent caused by the negligence or willful misconduct of Tenant or an Agent of Tenant, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant as a result of the negligence or willful misconduct of Landlord, its agents, employees or contractors, provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
15.3 No landlord hereunder shall be liable for any obligation or liability based on or arising out of any event or condition occurring during the period that such landlord was not the owner of any of the Building or the Land, or a landlord’s interest therein. Within five (5) days after request, Tenant shall attorn to any transferee landlord and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment provided such transferee assumes the obligations of landlord hereunder which accrue from and after the date of the transfer.
15.4 Tenant shall not have the right to set off or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 If Tenant or any Agent is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s estate and interest in the Building which shall be deemed to include proceeds actually received by Landlord from any sale of the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any Mortgage), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors). No other asset of Landlord, and no asset of any of Landlord’s representatives (or any past, present or future board member, partner, director, member, officer, trustee, employee, agent, representative or advisor of any of them (each, an “officer”)) or any other person or entity, shall be available to satisfy or be subject to any such judgment. No such Landlord’s representative, officer or other person or entity shall be held to have personal liability for satisfaction of any claim or judgment whatsoever under this Lease.
Appears in 1 contract
Samples: Lease Agreement (TNS Inc)
LIABILITY OF LANDLORD. 15.1 Except as otherwise provided in this Article XV, Section 15.1. Landlord and Landlord’s Representatives shall not be liable to Tenant or any other person or entity for any damage, injury, loss or claim based on or arising out of any cause whatsoeverwhatsoever (except as otherwise provided in this Lease), including the following: repair to any portion of the Premises or the Building; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service specified in this Lease; and leakage in any part of the Premises or the Building from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or any Agent of Tenant’s Agents in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an article delivered for Tenant shall be acting as Tenant’s agent for such purpose and not as Landlord’s agent. For purposes of this Article, the term “Building” shall be deemed to include the Building, the Land and the Parking FacilitiesLand. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person caused by the gross negligence or willful misconduct of Landlord or Landlord’s Representatives to the extent such injury is not covered by insurance either carried by Tenant (or such person) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
(a) Except to the extent caused by the negligence or willful misconduct of Landlord or its agents, Tenant shall reimburse Landlord, its employees and agents for (as additional rent), and shall indemnify, defend upon request and hold them harmless from and against all reasonable Costs suffered by or claimed against them, directly or indirectly, based on or arising out of, in whole or in part, (i) use and occupancy of the Premises or the business conducted therein, (ii) any negligent or willful act or omission of Tenant or any Agent of Tenant, (iii) any breach of Tenant’s obligations under this Lease, including failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or (iv) any entry by Tenant or any Agent of Tenant upon the Land prior to the Lease Commencement Date.
(b) Except to the extent caused by the negligence or willful misconduct of Tenant or an Agent of Tenant, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant as a result of the negligence or willful misconduct of Landlord, its agents, employees or contractors, provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
15.3 No landlord hereunder shall be liable for any obligation or liability based on or arising out of any event or condition occurring during the period that such landlord was not the owner of any of the Building or the Land, or a landlord’s interest therein. Within five (5) days after request, Tenant shall attorn to any transferee landlord and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment provided such transferee assumes the obligations of landlord hereunder which accrue from and after the date of the transfer.
15.4 Tenant shall not have the right to set off or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 If Tenant or any Agent is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s estate and interest in the Building which shall be deemed to include proceeds actually received by Landlord from any sale of the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any Mortgage), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors). No other asset of Landlord, and no asset of any of Landlord’s representatives (or any past, present or future board member, partner, director, member, officer, trustee, employee, agent, representative or advisor of any of them (each, an “officer”)) or any other person or entity, shall be available to satisfy or be subject to any such judgment. No such Landlord’s representative, officer or other person or entity shall be held to have personal liability for satisfaction of any claim or judgment whatsoever under this Lease.
Appears in 1 contract
Samples: Lease Agreement (Invitae Corp)
LIABILITY OF LANDLORD. 15.1 Except as otherwise provided in this Article XVLandlord, Landlord its members, employees, agents and Landlord’s Representatives mortgagees, except for gross negligence or willful misconduct, shall not be liable to Tenant Tenant, any invitee or any other person or entity for any damage (including indirect and consequential damage), injury, loss or claim (including claims for the interruption of or loss to business) based on or arising out of any cause whatsoeverwhatsoever (except as otherwise provided in this Section), including without limitation the following: repair to any portion of the Premises or the Building; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage sewerage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service or utility specified in this Leaselease; and leakage in any part of the Premises or the Building from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which that may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or any Agent Invitees in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an If any employee of Landlord receives any package or article delivered for Tenant Tenant, then such employee shall be acting as Tenant’s 's agent for such purpose and not as Landlord’s 's agent. For purposes of this Article, the term “"Building” " shall be deemed to include the Building, the Land and the Parking FacilitiesLand. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person or other damage or loss caused by the by, or resulting from, Landlord's gross negligence or willful misconduct of Landlord or Landlord’s Representatives to the extent such injury is not covered by insurance either carried by Tenant (or such person) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Leaseintentional acts.
(a) Except to the extent caused by the negligence or willful misconduct of Landlord or its agents, Tenant shall reimburse Landlord, its employees and agents for (as additional rent), and shall indemnify, defend upon request and hold them harmless from and against all reasonable Costs suffered by or claimed against them, directly or indirectly, based on or arising out of, in whole or in part, (i) use and occupancy of the Premises or the business conducted therein, (ii) any negligent or willful act or omission of Tenant or any Agent of Tenant, (iii) any breach of Tenant’s obligations under this Lease, including failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or (iv) any entry by Tenant or any Agent of Tenant upon the Land prior to the Lease Commencement Date.
(b) Except to the extent caused by the negligence or willful misconduct of Tenant or an Agent of Tenant, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant as a result of the negligence or willful misconduct of Landlord, its agents, employees or contractors, provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
15.3 No landlord hereunder shall be liable for any obligation or liability based on or arising out of any event or condition occurring during the period that such landlord was not the owner of any of the Building or the Land, or a landlord’s interest therein. Within five (5) days after request, Tenant shall attorn to any transferee landlord and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment provided such transferee assumes the obligations of landlord hereunder which accrue from and after the date of the transfer.
15.4 Tenant shall not have the right to set off or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 If Tenant or any Agent is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s estate and interest in the Building which shall be deemed to include proceeds actually received by Landlord from any sale of the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any Mortgage), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors). No other asset of Landlord, and no asset of any of Landlord’s representatives (or any past, present or future board member, partner, director, member, officer, trustee, employee, agent, representative or advisor of any of them (each, an “officer”)) or any other person or entity, shall be available to satisfy or be subject to any such judgment. No such Landlord’s representative, officer or other person or entity shall be held to have personal liability for satisfaction of any claim or judgment whatsoever under this Lease.
Appears in 1 contract
LIABILITY OF LANDLORD. 15.1 Except as otherwise provided in this Article XV, Landlord and Landlord’s Representatives shall not be liable to Tenant or any other person or entity for any damage, injury, loss or claim based on or arising out of any cause whatsoever, including the following: repair to any portion of the Premises or the Building; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service specified in this Lease; and leakage in any part of the Premises or the Building from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or any Agent in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an article delivered for Tenant shall be acting as Tenant’s agent for such purpose and not as Landlord’s agent. For purposes of this Article, the term “Building” shall be deemed to include the Building, the Land and the Parking Facilities. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person caused by the negligence or willful misconduct of Landlord or Landlord’s Representatives to the extent such injury is not covered by insurance either carried by Tenant (or such person) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
(a) Except to the extent caused by the negligence or willful misconduct of Landlord or its agents, Tenant shall reimburse Landlord, its employees and agents for (as additional rent), and shall indemnify, defend upon request and hold them harmless from and against all reasonable Costs suffered by or claimed against them, directly or indirectly, based on or arising out of, in whole or in part, (i) use and occupancy of the Premises or the business conducted therein, (ii) any negligent or willful act or omission of Tenant or any Agent of Tenant, (iii) any breach of Tenant’s obligations under this Lease, including failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or (iv) any entry by Tenant or any Agent of Tenant upon the Land prior to the Lease Commencement Date.
(b) Except to the extent caused by the negligence or willful misconduct of Tenant or an Agent of Tenant, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant as a result of the negligence or willful misconduct of Landlord, its agents, employees or contractors, ; provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
15.3 No landlord hereunder shall be liable for any obligation or liability based on or arising out of any event or condition occurring during the period that such landlord was not the owner of any of the Building or the Land, or a landlord’s interest therein. Within five (5) days after request, Tenant shall attorn to any transferee landlord and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment provided such transferee assumes the obligations of landlord hereunder which accrue from and after the date of the transfer.
15.4 Tenant shall not have the right to set off or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 If Tenant or any Agent is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s estate and interest in the Building which shall be deemed to include proceeds actually received by Landlord from any sale of the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any Mortgage), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors). No other asset of Landlord, and no asset of any of Landlord’s representatives (or any past, present or future board member, partner, director, member, officer, trustee, employee, agent, representative or advisor of any of them (each, an “officer”)) or any other person or entity, shall be available to satisfy or be subject to any such judgment. No such Landlord’s representative, officer or other person or entity shall be held to have personal liability for satisfaction of any claim or judgment whatsoever under this Lease.
Appears in 1 contract
LIABILITY OF LANDLORD. 15.1 14.1 Except as otherwise provided expressly set forth in this Article XVLease and without limiting or reducing Tenant's rights under the Development Agreement, Landlord and Landlord’s Representatives shall not be liable to Tenant Tenant, its employees, agents, business invitees, licensees, customers, clients, family members or any other person or entity guests for any damage, injury, loss, compensation or claim, including, but not limited to, claims for the interruption of or loss or claim to Tenant's business, based on or on, arising out of or resulting from any cause whatsoeverwhatsoever (except as hereinbelow set forth), including but not limited to the following: repair (i) repairs to any portion of the Premises or the Building; (ii) interruption in the use of the Premises or the Building or any equipment thereinPremises; (iii) any accident or damage resulting from any the use or operation (by Landlord, Tenant or any other person or entitypersons) of elevators elevators, or of the heating, cooling, electrical, sewage electrical or plumbing equipment or apparatus; (iv) the termination of this Lease by reason of damage to the destruction of the Premises or the Building; (v) any fire, robbery, theft, vandalism, mysterious disappearance or and/or any other casualty; (vi) the actions of any other tenant of tenants in the Building Building, if any, or of any other person or entity; failure or inability to furnish any service specified in this Leasepersons; and (vii) any leakage in any part or portion of the Premises or the Building Building, or from water, rain, ice rain or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or any Agent in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an article delivered for Tenant shall be acting as Tenant’s agent for such purpose and not as Landlord’s agent. For purposes of this Article, the term “Building” shall be deemed to include the Building, the Land and the Parking Facilities. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person caused by the negligence or willful misconduct of Landlord or Landlord’s Representatives to the extent such injury is not covered by insurance either carried by Tenant (or such person) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor shall not be released pursuant to this Section 14.1 from any liability (a) resulting directly from Landlord's breach of, or default, beyond any applicable notice and cure period, as to, any of its covenants or other obligations under this Lease, or (b) subject to Section 12.4(a) above, property damage, personal injury or death caused directly by Landlord’s Representatives 's or its employees' negligence or willful misconduct or the gross negligence or willful misconduct of Landlord's contractors or agents. In no event (nor notwithstanding anything in the immediately-preceding sentence to the contrary) hall Landlord have any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable liability to Tenant for any exemplary, punitive, consequential or indirect damages (or for any claims based on the interruption of or loss to business) in connection with Tenant's business or relating to this Leaseconsequential damages or indirect losses whatsoever.
(a) Except 14.2 Tenant hereby agrees to the extent caused by the negligence or willful misconduct of Landlord or its agents, Tenant shall reimburse Landlord, its employees and agents for (as additional rent), and shall indemnify, defend upon request on request, and hold them Landlord harmless from and against all costs, damages, claims, liabilities and expenses (including reasonable Costs attorneys' fees and any costs of litigation) suffered by or claimed against themLandlord, directly or indirectly, and not covered by the insurance required to be maintained by Landlord hereunder, based on or on, arising out of, in whole of or in part, resulting from (i) Tenant's use and occupancy of the Premises or the business conducted by Tenant therein, (ii) any negligent accident, injury or willful act damage whatsoever caused to any person, or omission to the property of Tenant any person, occurring on or any Agent of Tenantabout the Premises during the Lease Term, (iii) the operation of a food service, health club, daycare center or other "compatible use" (as defined in Section 6.1 hereof) at the Premises, including any accident, injury or damage whatsoever caused to any person or property arising therefrom, (iv) any act or omission to act by Tenant or its employees, contractors, agents, licensees, or invitees, or (v) any breach or default by Tenant in the performance or observance of Tenant’s its covenants or obligations under this Lease; provided that Tenant's obligations to indemnify and hold harmless Landlord pursuant to this Section 14.2 shall not include any costs, including failure damages, claims, liabilities or expenses suffered by or claimed against Landlord directly based on, arising out of or resulting from Landlord's breach of, or default as to, any of its covenants or other obligations under this Lease or the negligence or willful misconduct of Landlord or its employees or the gross negligence or willful misconduct of Landlord's contractors or agents.
14.3 In the event that at any time Landlord shall sell or transfer the Building, provided the purchaser or transferee assumes the obligations of Landlord hereunder, the Landlord named herein shall not be liable to comply with Laws Tenant for any obligations or surrender liabilities based on or arising out of events or conditions occurring on or after the Premises upon the expiration date of such sale or earlier termination transfer. If requested by Tenant, Landlord shall furnish to Tenant a copy of the Lease Termagreement pursuant to which any such purchaser or transferee shall have assumed the obligations of Landlord hereunder. Furthermore, upon such assumption, Tenant agrees to attorn to any such purchaser or transferee upon all the terms and conditions of this Lease. Notwithstanding any of the foregoing to the contrary, Landlord agrees that (ivi) any entry by Tenant Landlord will not sell or any Agent of Tenant upon transfer the Land Building prior to the Lease Commencement Date.
; (bii) Except Landlord will not sell or transfer the Building to the extent caused by the negligence any person or willful misconduct entity if an Event of Tenant or an Agent of Tenant, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant Bankruptcy (as a result of the negligence or willful misconduct of Landlord, its agents, employees or contractors, provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of themhereinafter defined) shall under any circumstances have occurred and be liable for any exemplary, punitive, consequential continuing with respect to such transferee at the time Landlord contracts to sell or indirect damages transfer the Building to such transferee; (or for any interruption of or loss iii) Landlord's right to business) in connection with or relating to this Lease.
15.3 No landlord hereunder sell the Building shall be liable for subject to Tenant's right of first offer provided in Article XXVIII below; (iv) any obligation or liability based on or arising out of any event or condition occurring during the period that such landlord was not the owner of any sale of the Building shall be subject to Tenant's right of purchase provided in XXVII below and (v) so long as Tenant and/or its Affiliates are the sole lessees of the Building, if Landlord transfers or sells the LandBuilding, or a landlord’s interest therein. Within five (5) days after request, then Tenant shall attorn have the right, at its option, to any transferee landlord assume all of Landlord's operation, maintenance and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment provided such transferee assumes the repair obligations of landlord hereunder which accrue from and after the date in lieu of the transfer.
15.4 performance thereof by such successor landlord (in which event no management fee shall be payable to such successor landlord); provided that if Tenant elects to assume such obligations, then Tenant shall perform such obligations to the same extent and in the same manner and to the same standards required of Landlord hereunder; provided further that, prior to the expiration of the fifth (5th) Lease Year, Tenant shall not have the right to set off self-manage the Building as aforesaid during the initial twelve (12) month period following any such transfer or, if earlier, until the expiration of the fifth (5th) Lease Year, unless the transferee is an institutional investor or other person or entity that is not itself, and is not affiliated with another entity that is, in the business of managing commercial real estate.
14.4 In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, except as otherwise provided in Section 14.6 hereof, Tenant shall not have the right to deduct any the amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum sums payable to Landlord. Landlord hereunder, it being understood that Tenant’s 's sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 If 14.5 Tenant or any Agent agrees that in the event Tenant is awarded a money judgment against Landlord, then Tenant's sole recourse for satisfaction of such judgment shall be limited to execution against Landlord’s estate and 's equity interest in the Building which and the Land at the time of such execution, which, if the Building has been sold prior to such execution, shall be deemed to include proceeds actually received by Landlord the net sale proceeds, after payment of all prior liens, from any the sale of the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any Mortgage), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Building. In no event shall Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors). No other asset of Landlord, and no asset of any of Landlord’s representatives (or any past, present partner or future board member, partner, director, member, officer, trustee, employee, agent, representative or advisor member of any of them (each, an “officer”)) Landlord or any other person or entity, shall be available to satisfy or be subject to any such judgment. No such Landlord’s representative, officer or other person or entity shall be held to have any personal liability for satisfaction of any claim claims or judgment whatsoever judgments that Tenant may have against Landlord.
14.6 In the event Landlord shall be in default with respect to any service or action that Landlord is obligated to furnish or perform under this Lease., then Tenant shall have the right to obtain such service or perform such act on Landlord's account subject to the terms and conditions set forth below. Notwithstanding anything contained herein to the contrary, Tenant shall have the rights set forth in this Section 14.6 with respect to services and actions that materially affect the structure of the Building, materially affect any multi--tenant common area or materially affect any base-building system only if Tenant gives Landlord and Landlord's lender(s) (whose identity and notice address shall have been provided to Tenant) written notice of Landlord's alleged default and Landlord does not in good faith dispute such alleged default in writing within ten (10) business days following the delivery of Tenant's notice. Prior to Tenant undertaking any action to cure or remedy any Landlord default with respect to any service or action that Landlord is obligated to furnish or perform under this Lease, Tenant shall first give written notice of such default to Landlord and Landlord's lender(s) (whose identity and notice address shall have been provided to Tenant) and allow Landlord and such lender(s) ten (10) business days following receipt by Landlord and such lender(s) of such written notice to cure or remedy the condition specified in Tenant's notice; provided, however, that if such condition cannot be cured within the ten (10) business day period despite Landlord's exercise of its commercially reasonable efforts, such period shall be extended for a reasonable additional time,
Appears in 1 contract
LIABILITY OF LANDLORD. 15.1 Except as otherwise provided in this Article XVLandlord, Landlord its employees and Landlord’s Representatives agents shall not be liable to Tenant Tenant, any Invitee or any other person or entity for any damage (including indirect and consequential damage), injury, loss loss, or claim (including claims for the interruption of or loss to Tenant’s business) based on or arising out of any cause whatsoeverwhatsoever (except as otherwise provided in this Section), including but not limited to the following: repair to any portion of the Premises or the Building; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any the use or operation (by Landlord, Tenant or any other person or entity) of elevators or the heating, cooling, electrical, sewage sewerage, or plumbing equipment or apparatus; termination of this Lease by reason of damage to the destruction of the Premises or the Building; failure or inability to furnish any service specified in this Lease; any fire, robbery, theft, vandalism, mysterious disappearance or and/or any other casualty; actions of any other tenant tenants of the Building or of any other person or entity; failure or inability to furnish any service specified in this Lease; and leakage in any part of the Premises or the Building from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or any Agent Invitee in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an If any employee of Landlord receives any package or article delivered for Tenant Tenant, then such employee shall be acting as Tenant’s agent for such purpose and not as Landlord’s agent. For purposes of this Article, the term “Building” shall be deemed to include the Building, the Land and the Parking Facilities. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person caused by the negligence or willful misconduct of Landlord or Landlord’s Representatives to the extent such injury is not covered by insurance either carried by Tenant (or such person) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
(a) Except to the extent caused by the negligence or willful misconduct of Landlord or its agents, Tenant shall reimburse Landlord, its employees and agents for (as additional rent), and shall indemnify, defend upon request and hold them harmless from and against all reasonable Costs suffered by or claimed against them, directly or indirectly, based on or arising out of, in whole or in part, (i) use and occupancy of the Premises or the business conducted therein, (ii) any negligent or willful act or omission of Tenant or any Agent of Tenant, (iii) any breach of Tenant’s obligations under this Lease, including failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or (iv) any entry by Tenant or any Agent of Tenant upon the Land prior to the Lease Commencement Date.
(b) Except to the extent caused by the negligence or willful misconduct of Tenant or an Agent of Tenant, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant as a result of the negligence or willful misconduct of Landlord, its agents, employees or contractors, provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
15.3 No landlord hereunder shall be liable for any obligation or liability based on or arising out of any event or condition occurring during the period that such landlord was not the owner of any of the Building or the Land, or a landlord’s interest therein. Within five (5) days after request, Tenant shall attorn to any transferee landlord and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment provided such transferee assumes the obligations of landlord hereunder which accrue from and after the date of the transfer.
15.4 Tenant shall not have the right to set off or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 If Tenant or any Agent is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s estate and interest in the Building which shall be deemed to include proceeds actually received by Landlord from any sale of the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any Mortgage), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors). No other asset of Landlord, and no asset of any of Landlord’s representatives (or any past, present or future board member, partner, director, member, officer, trustee, employee, agent, representative or advisor of any of them (each, an “officer”)) or any other person or entity, shall be available to satisfy or be subject to any such judgment. No such Landlord’s representative, officer or other person or entity shall be held to have personal liability for satisfaction of any claim or judgment whatsoever under this Lease.’s
Appears in 1 contract
Samples: Lease Agreement (Mega Group Inc)
LIABILITY OF LANDLORD. 15.1 Except as otherwise provided in this Article XVLandlord, Landlord its employees and Landlord’s Representatives agents shall not be liable to Tenant Tenant, any Invitee or any other person or entity for any damage (including indirect and consequential damage), injury, loss or claim (including claims for the interruption of or loss to business) based on or arising out of any cause whatsoeverwhatsoever (except as otherwise provided in this Section), including without limitation the following: repair to any portion of the Premises or the Building; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage sewerage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service or utility specified in this Lease; and leakage in any part of the Premises or the Building from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which that may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or any Agent Invitees in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an If any employee of Landlord receives any package or article delivered for Tenant Tenant, then such employee shall be acting as Tenant’s agent for such purpose and not as Landlord’s agent. For purposes of this Article, the term “Building” shall be deemed to include the Building, the Land and the Parking FacilitiesLand. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person and/or damage to property caused by the Landlord’s negligence or willful misconduct of Landlord or Landlord’s Representatives to the extent such injury is not covered by insurance either (a) carried by Tenant (or such person, or (b) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
(a) Except to the extent caused by such damage results from the negligence or willful misconduct of Landlord Landlord, its agents or its agentsemployees, Tenant shall reimburse Landlord, its employees and agents for (as additional rent)Landlord for, and shall indemnify, defend upon request and hold them Landlord, its employees and agents harmless from and against against, all costs, damages, claims, liabilities, expenses (including reasonable Costs attorneys’ fees), losses and court costs suffered by or claimed against themLandlord, directly or indirectly, based on or arising out of, in whole or in part, : (i) use and occupancy of the Premises or the business conducted therein, ; (ii) any wrongful or negligent or willful act or omission of Tenant or any Agent of Tenant, Invitee: (iii) any breach of Tenant’s obligations under this Lease, including failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or : (iv) any entry by Tenant or any Agent of Tenant Invitee upon the Land prior to the Lease Commencement Date: or (v) the breach of any representation or warranty made by Tenant in this Lease.
(b) Except to the extent caused by such damage results from the negligence or willful misconduct of Tenant or an Agent of Tenant, its agents or employees, Landlord shall reimburse Tenant and shall indemnify and hold Tenant Tenant, its employees and agents harmless from and against all Costs costs, damages, claims, liabilities and expenses (including reasonable attorneys’ fees) suffered by or claimed against Tenant as a result of the negligence Tenant, directly or willful misconduct of Landlordindirectly, its agents, employees based on or contractors, provided, however, that neither Landlord nor any arising out of Landlord’s Representatives (nor any pastoperation, present management or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor control of any the common and public areas of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Leasethe Building.
15.3 No If any landlord hereunder transfers the Building or such landlord’s interest therein, then such landlord shall not be liable for any obligation or liability based on or arising out of any event or condition occurring during the period that after such landlord was not the owner of any of the Building or the Land, or a landlord’s interest thereintransfer. Within five fifteen (515) days after request, Tenant shall attorn to any such transferee landlord and execute, acknowledge and deliver any document in form reasonably acceptable to Tenant submitted to Tenant confirming such attornment provided such transferee assumes the obligations of landlord hereunder which accrue from and after the date of the transferattornment.
15.4 Tenant shall not have the right to set off offset or deduct any the amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 If Tenant or any Agent Invitee is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s estate and interest in the Building which shall be deemed to include proceeds actually received by Landlord from any sale of the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any Mortgage), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors)Building. No other asset of Landlord, and no asset of any of Landlord’s representatives (or any past, present or future board member, partner, director, member, officer, trustee, employee, agent, representative director or advisor officer of any of them Landlord (each, an collectively “officerOfficer”)) or any other person or entity, entity shall be available to satisfy or be subject to any such judgment. No such Landlord’s representative, officer nor shall any Officer or other person or entity shall be held to have personal liability for satisfaction of any claim or judgment whatsoever under this Leaseagainst Landlord or any Officer.
Appears in 1 contract
LIABILITY OF LANDLORD. 15.1 16.1 Except as otherwise provided in this Article XVto the extent arising from the gross negligence or willful misconduct of Landlord, Landlord its agents, employees or contractors; Landlord, its employees and Landlord’s Representatives agents shall not be liable to Tenant Tenant, any Invitee or any other person or entity for any damage (including indirect and consequential damage), injury, loss or claim (including claims for the interruption of or loss to business) based on or arising out of any cause whatsoeverwhatsoever (except as otherwise provided in this Section), including without limitation the following: repair to any portion of the Premises Premises, Building or the BuildingComplex; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage sewerage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability of Landlord to furnish any utility or service specified in this Lease; and leakage in any part of the Premises or the Building Building, or from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property stored or placed by Tenant or any Agent Invitees in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an If any employee of Landlord receives any package or article delivered for Tenant Tenant, then such employee shall be acting as Tenant’s agent for such purpose and not as Landlord’s agent. For purposes of this Article, the term “Building” shall be deemed to include the Building, the Land and the Parking FacilitiesLand. Notwithstanding the foregoing provisions of this Section, Tenant hereby acknowledges that Landlord shall not be released from liability to Tenant for any physical injury to any natural person caused by the negligence or willful misconduct of Landlord or Landlord’s Representatives to the extent such injury is not covered by insurance either carried by Tenant (or such person) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall liable under any circumstances be liable for any exemplary, punitive, incidental or consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Leasedamages.
(a) Except to the extent caused by the negligence or willful misconduct of Landlord or its agents, 16.2 Tenant shall reimburse indemnify and hold Landlord, its employees and agents for (as additional rent), and shall indemnify, defend upon request and hold them harmless from and against all costs, damages, claims, liabilities and expenses (including reasonable Costs attorneys’ fees) suffered by or claimed against themLandlord, directly or indirectly, based on or arising out ofof the following except to the extent caused by the willful misconduct or gross negligence of Landlord, in whole its employees, contractors, licensees, Invitees or in part, agents: (ia) Tenant’s use and occupancy of the Premises or the business conducted by Tenant therein, (iib) any negligent or willful act or omission of Tenant or any Agent of TenantInvitee, (iiic) any breach of Tenant’s obligations under this Lease, including failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or (ivd) any entry by Tenant or any Agent of Tenant Invitee upon the Land prior to the Lease Commencement Date.
(b) Except to the extent caused by the negligence or willful misconduct of . Landlord hereby acknowledges that, except as may be set forth in Section 23.1 hereof, Tenant or an Agent of Tenant, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant as a result of the negligence or willful misconduct of Landlord, its agents, employees or contractors, provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall not be liable under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Leaseincidental damages.
15.3 No landlord hereunder shall be liable for any obligation or liability based on or arising out of any event or condition occurring during 16.3 Notwithstanding anything to the period that such landlord was not the owner of any of the Building or the Landcontrary contained herein, or a landlord’s interest therein. Within five (5) days after request, Tenant shall attorn to any transferee landlord and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment provided such transferee assumes the obligations of landlord hereunder which accrue from and after the date of the transfer.
15.4 Tenant shall not have the right to set off or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 If Tenant or any Agent Invitee is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be solely limited to execution against Landlord’s estate and interest in the Building which shall be deemed to include proceeds actually received by Landlord from any sale of buildings and the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to land comprising the rights of any holder of any Mortgage), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors)Complex. No other asset of Landlord, and no asset any member or partner of any of Landlord’s representatives (or any past, present or future board member, partner, director, member, officer, trustee, employee, agent, representative or advisor of any of them (each, an “officer”)) Landlord or any other person or entity, entity shall be available to satisfy satisfy, or be subject to to, such judgment, nor shall any such judgment. No such Landlord’s representativemember, officer or other partner, person or entity shall be held to have personal liability for satisfaction of any claim or judgment whatsoever under this Leaseagainst Landlord or any member or partner of Landlord.
16.4 Landlord shall not be liable in any manner to Tenant, its agents, employees, invitees or visitors for any injury or damage to Tenant, Tenant’s agents, employees, Invitees or visitors, or their property, caused by the criminal or intentional misconduct of third parties or of Tenant, Tenant’s employees, agents, Invitees or visitors. All claims against Landlord for any such damage or injury are hereby expressly waived by Tenant, and Tenant hereby agrees to hold harmless and indemnify Landlord from all such damages and the expense of defending all claims made by Tenant’s employees, agents, Invitees, or visitors arising out of such acts.
16.5 Landlord shall indemnify and hold Tenant, its employees and agents, harmless from and against any damage, injury, loss, liability, charge, demand or claim based on or arising from Landlord's gross negligence or intentional misconduct.
Appears in 1 contract
Samples: Lease Agreement (Twinlab Consolidated Holdings, Inc.)
LIABILITY OF LANDLORD. 15.1 Except as otherwise provided in this Article XVA. Landlord, Landlord its employees and Landlord’s Representatives agents, if any, shall not be liable to Tenant Tenant, any Invitee or any other person or entity for any damage (including indirect and consequential damage), injury, loss or claim (including claims for the interruption of or loss to business) based on or arising out of any cause whatsoeverwhatsoever (except as otherwise provided in this Section), including without limitation the followingfollowing unless due to the negligence of Landlord: repair to any portion of the Premises or the BuildingBuilding or Common Areas; interruption in the use of the Premises or the Building Common Areas or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage sewerage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises or the BuildingBuilding or Common Areas; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service specified in this Lease; and leakage in any part of the Premises or the Building or Common Areas from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the BuildingBuilding or Common Areas, or from drains, pipes or plumbing fixtures in the Premises or the BuildingBuilding or Common Areas. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property stored or placed by Tenant or any Agent Invitees in or about the Premises or the Building or Common Areas shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an If any employee of Landlord receives any package or article delivered for Tenant Tenant, then such employee shall be acting as Tenant’s 's agent for such purpose and not as Landlord’s 's agent. For purposes of this Article, the term “"Building” " shall be deemed to include the Building, the Land and the Parking Facilities. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person caused by the negligence or willful misconduct of Landlord or Landlord’s Representatives to the extent such injury is not covered by insurance either carried by Tenant (or such person) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this LeaseLand.
(a) Except to the extent caused by the negligence or willful misconduct of Landlord or its agents, Tenant shall reimburse Landlord, its employees and agents for (as additional rent), and shall indemnify, defend upon request and hold them harmless from and against all reasonable Costs suffered by or claimed against them, directly or indirectly, based on or arising out of, in whole or in part, (i) use and occupancy of the Premises or the business conducted therein, (ii) any negligent or willful act or omission of Tenant or any Agent of Tenant, (iii) any breach of Tenant’s obligations under this Lease, including failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or (iv) any entry by Tenant or any Agent of Tenant upon the Land prior to the Lease Commencement Date.
(b) Except to the extent caused by the negligence or willful misconduct of Tenant or an Agent of Tenant, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant as a result of the negligence or willful misconduct of Landlord, its agents, employees or contractors, provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
15.3 No landlord hereunder shall be liable for any obligation or liability based on or arising out of any event or condition occurring during the period that such landlord was not the owner of any of the Building or the Land, or a landlord’s interest therein. Within five (5) days after request, Tenant shall attorn to any transferee landlord and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment provided such transferee assumes the obligations of landlord hereunder which accrue from and after the date of the transfer.
15.4 Tenant shall not have the right to set off or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 If Tenant or any Agent is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s estate and interest in the Building which shall be deemed to include proceeds actually received by Landlord from any sale of the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any Mortgage), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors). No other asset of Landlord, and no asset of any of Landlord’s representatives (or any past, present or future board member, partner, director, member, officer, trustee, employee, agent, representative or advisor of any of them (each, an “officer”)) or any other person or entity, shall be available to satisfy or be subject to any such judgment. No such Landlord’s representative, officer or other person or entity shall be held to have personal liability for satisfaction of any claim or judgment whatsoever under this Lease.
Appears in 1 contract
LIABILITY OF LANDLORD. 15.1 14.1 Except as otherwise provided expressly set forth in this Article XVLease and without limiting or reducing Tenant's rights under the Phase II Development Agreement, Landlord and Landlord’s Representatives shall not be liable to Tenant Tenant, its employees, agents, business invitees, licensees, customers, clients, family members or any other person or entity guests for any damage, injury, loss, compensation or claim, including, but not limited to, claims for the interruption of or loss or claim to Tenant's business, based on or on, arising out of or resulting from any cause whatsoeverwhatsoever (except as hereinbelow set forth), including but not limited to, the following: repair (i) repairs to any portion of the Premises or the Building; (ii) interruption in the use of the Premises or the Building or any equipment thereinPremises; (iii) any accident or damage resulting from any the use or operation (by Landlord, Tenant or any other person or entitypersons) of elevators elevators, or of the heating, cooling, electrical, sewage electrical or plumbing equipment or apparatus; (iv) the termination of this Lease by reason of damage to the destruction of the Premises or the Building; (v) any fire, robbery, theft, vandalism, mysterious disappearance or and/or any other casualty; (vi) the actions of any other tenant of tenants in the Building Building, if any, or of any other person or entity; failure or inability to furnish any service specified in this Leasepersons; and (vii) any leakage in any part or portion of the Premises or the Building Building, or from water, rain, ice rain or snow that may leak into, or flow from, from any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or any Agent in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an article delivered for Tenant shall be acting as Tenant’s agent for such purpose and not as Landlord’s agent. For purposes of this Article, the term “Building” shall be deemed to include the Building, the Land and the Parking Facilities. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person caused by the negligence or willful misconduct of Landlord or Landlord’s Representatives to the extent such injury is not covered by insurance either carried by Tenant (or such person) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor shall not be released pursuant to this Section 14.1 from any liability (a) resulting directly from Landlord's breach of, or default, beyond any applicable notice and cure period, as to, any of its covenants or other obligations under this Lease, or (b) subject to Section 12.4(a) above, property damage, personal injury or death caused directly by Landlord’s Representatives 's or its employees' negligence or willful misconduct or the gross negligence or willful misconduct of Landlord's contractors or agents. In no event (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of themnotwithstanding anything in the immediately-preceding sentence to the contrary) shall under Landlord have any circumstances be liable liability to Tenant for any exemplary, punitive, consequential or indirect damages (or for any claims based on the interruption of or loss to business) in connection with Tenant's business or relating to this Leaseconsequential damages or indirect losses whatsoever.
(a) Except 14.2 Tenant hereby agrees to the extent caused by the negligence or willful misconduct of Landlord or its agents, Tenant shall reimburse Landlord, its employees and agents for (as additional rent), and shall indemnify, defend upon request on request, and hold them Landlord harmless from and against all costs, damages, claims, liabilities and expenses (including reasonable Costs attorneys' fees and any costs of litigation) suffered by or claimed against themLandlord, directly or indirectly, and not covered by the insurance required to be maintained by Landlord hereunder, based on or on, arising out of, in whole of or in part, resulting from (i) Tenant's use and occupancy of the Premises or the business conducted by Tenant therein, (ii) any negligent accident, injury or willful act damage whatsoever caused to any person, or omission to the property of Tenant any person, occurring on or any Agent of Tenantabout the Premises during the Lease Term, (iii) the operation of a food service, health club, daycare center or other "compatible use" (as defined in Section 6.1 hereof) at the Premises, including any accident, injury or damage whatsoever caused to any person or property arising therefrom, (iv) any act or omission to act by Tenant or its employees, contractors, agents, licensees, or invitees, or (v) any breach or default by Tenant in the performance or observance of Tenant’s its covenants or obligations under this Lease; provided that Tenant's obligations to indemnify and hold harmless Landlord pursuant to this Section 14.2 shall not include any costs, including failure damages, claims, liabilities or expenses suffered by or claimed against Landlord directly based on, arising out of or resulting from Landlord's breach of, or default as to, any of its covenants or other obligations under this Lease or the negligence or willful misconduct of Landlord or its employees or the gross negligence or willful misconduct of Landlord's contractors or agents.
14.3 In the event that at any time Landlord shall sell or transfer the Building, provided the purchaser or transferee assumes the obligations of Landlord hereunder, the Landlord named herein shall not be liable to comply with Laws Tenant for any obligations or surrender liabilities based on or arising out of events or conditions occurring on or after the Premises upon the expiration date of such sale or earlier termination transfer. If requested by Tenant, Landlord shall furnish to Tenant a copy of the Lease Termagreement pursuant to which any such purchaser or transferee shall have assumed the obligations of Landlord hereunder. Furthermore, upon such assumption, Tenant agrees to attorn to any such purchaser or transferee upon all the terms and conditions of this Lease. Notwithstanding any of the foregoing to the contrary, Landlord agrees that (ivi) any entry by Tenant Landlord will not sell or any Agent of Tenant upon transfer the Land Building prior to the Lease Commencement Date.
; (bii) Except Landlord will not sell or transfer the Building to the extent caused by the negligence any person or willful misconduct entity if an Event of Tenant or an Agent of Tenant, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant Bankruptcy (as a result of the negligence or willful misconduct of Landlord, its agents, employees or contractors, provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of themhereinafter defined) shall under any circumstances have occurred and be liable for any exemplary, punitive, consequential continuing with respect to such transferee at the time Landlord contracts to sell or indirect damages transfer the Building to such transferee; (or for any interruption of or loss iii) Landlord's right to business) in connection with or relating to this Lease.
15.3 No landlord hereunder sell the Building shall be liable for subject to Tenant's right of first offer provided in Article XXVIII below; (iv) any obligation or liability based on or arising out of any event or condition occurring during the period that such landlord was not the owner of any sale of the Building shall be subject to Tenant's right of purchase provided in XXVII below and (v) so long as Tenant and/or its Affiliates are the sole lessees of the Building, if Landlord transfers or sells the LandBuilding, or a landlord’s interest therein. Within five (5) days after request, then Tenant shall attorn have the right, at its option, to any transferee landlord assume all of Landlord's operation, maintenance and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment provided such transferee assumes the repair obligations of landlord hereunder which accrue from and after the date in lieu of the transfer.
15.4 performance thereof by such successor landlord (in which event no management fee shall be payable to such successor landlord); provided that if Tenant elects to assume such obligations, then Tenant shall perform such obligations to the same extent and in the same manner and to the same standards required of Landlord hereunder; provided further that, prior to the expiration of the fifth (5th) Lease Year, Tenant shall not have the right to set off self-manage the Building as aforesaid during the initial twelve (12) month period following any such transfer or, if earlier, until the expiration of the fifth (5th) Lease Year, unless the transferee is an institutional investor or other person or entity that is not itself, and is not affiliated with another entity that is, in the business of managing commercial real estate.
14.4 In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, except as otherwise provided in Section 14.6 hereof, Tenant shall not have the right to deduct any the amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum sums payable to Landlord. Landlord hereunder, it being understood that Tenant’s 's sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 If 14.5 Tenant or any Agent agrees that in the event Tenant is awarded a money judgment against Landlord, then Tenant's sole recourse for satisfaction of such judgment shall be limited to execution against Landlord’s estate and 's equity interest in the Building which and the Land at the time of such execution, which, if the Building has been sold prior to such execution, shall be deemed to include proceeds actually received by Landlord the net sale proceeds, after payment of all prior liens, from any the sale of the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any Mortgage), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Building. In no event shall Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors). No other asset of Landlord, and no asset of any of Landlord’s representatives (or any past, present partner or future board member, partner, director, member, officer, trustee, employee, agent, representative or advisor member of any of them (each, an “officer”)) Landlord or any other person or entity, shall be available to satisfy or be subject to any such judgment. No such Landlord’s representative, officer or other person or entity shall be held to have any personal liability for satisfaction of any claim claims or judgment whatsoever judgments that Tenant may have against Landlord.
14.6 In the event Landlord shall be in default with respect to any service or action that Landlord is obligated to furnish or perform under this Lease., then Tenant shall have the right to obtain such service or perform such act on Landlord's account subject to the terms and conditions set forth below. Notwithstanding anything contained herein to the contrary, Tenant shall have the rights set forth in this Section 14.6 with respect to services and actions that materially affect the structure of the Building, materially affect any multi-tenant common area or
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LIABILITY OF LANDLORD. 15.1 Except as otherwise specifically provided for in this Article XVSection, Landlord Landlord, its employees and Landlord’s Representatives agents shall not be liable to Tenant Tenant, any Invitee or any other person or entity for any damage (including indirect and consequential damage), injury, loss or claim (including claims for the interruption of or loss to business) based on or arising out of any cause whatsoeverwhatsoever (except as otherwise provided in this Section), including without limitation the following: repair to any portion of the Premises or the Building; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage sewerage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service specified in this Lease; and except with respect to actual damages (but in no event any consequential or special damages) resulting from the gross negligence or willful misconduct of Landlord or any of its employees or agents, leakage in any part of the Premises or the Building from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or any Agent Invitee in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an article delivered for Tenant shall be acting as Tenant’s agent for such purpose and not as Landlord’s agent. For purposes of this Article, the term “Building” shall be deemed to include the Building, the Land and the Parking FacilitiesLand. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person caused by the Landlord’s negligence or willful misconduct of Landlord or Landlord’s Representatives to the extent such injury is not covered by insurance either (a) carried by Tenant (or such person, or (b) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall not under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Leasedamages.
(a) Except to the extent caused by the negligence or willful misconduct of Landlord or its agents, Tenant shall reimburse Landlord, its employees and agents for (as additional rent), and shall indemnify, defend upon request and hold them harmless from and against all reasonable Costs suffered by or claimed against them, directly or indirectly, based on or arising out of, in whole or in part, (i) use and occupancy of the Premises or the business conducted therein, (ii) any negligent or willful act or omission of Tenant or any Agent of Tenant, (iii) any breach of Tenant’s obligations under this Lease, including failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or (iv) any entry by Tenant or any Agent of Tenant upon the Land prior to the Lease Commencement Date.
(b) Except to the extent caused by the negligence or willful misconduct of Tenant or an Agent of Tenant, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant as a result of the negligence or willful misconduct of Landlord, its agents, employees or contractors, provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
15.3 No landlord hereunder shall be liable for any obligation or liability based on or arising out of any event or condition occurring during the period that such landlord was not the owner of any of the Building or the Land, or a landlord’s interest therein. Within five (5) days after request, Tenant shall attorn to any transferee landlord and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment provided such transferee assumes the obligations of landlord hereunder which accrue from and after the date of the transfer.
15.4 Tenant shall not have the right to set off or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 If Tenant or any Agent is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s estate and interest in the Building which shall be deemed to include proceeds actually received by Landlord from any sale of the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any Mortgage), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors). No other asset of Landlord, and no asset of any of Landlord’s representatives (or any past, present or future board member, partner, director, member, officer, trustee, employee, agent, representative or advisor of any of them (each, an “officer”)) or any other person or entity, shall be available to satisfy or be subject to any such judgment. No such Landlord’s representative, officer or other person or entity shall be held to have personal liability for satisfaction of any claim or judgment whatsoever under this Lease.
Appears in 1 contract
LIABILITY OF LANDLORD. 15.1 17.1 Except as otherwise provided in this Article XVexpressly set forth herein, Landlord Landlord, its employees and Landlord’s Representatives agents shall not be liable to Tenant Tenant, its employees, agents, invitees or any other person or entity claiming through Tenant for any damage (including indirect and consequential damage), injury, loss or claim (including claims for the interruption of or loss to business) based on or arising out of any cause whatsoeverwhatsoever (except as otherwise provided in this Section), including without limitation the following: repair to any portion of the Premises or the Building; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage sewerage or plumbing equipment or apparatus; apparatus termination of this Lease by reason of damage to the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability of Landlord to furnish any utility or service specified in this Lease; and leakage in any part of the Premises or the Building Building, or from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property stored or placed by Tenant or its employees, agents, invitees or any Agent other person or entity claiming through Tenant in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an If any employee of Landlord receives any package or article delivered for Tenant Tenant, then such employee shall be acting as Tenant’s 's agent for such purpose and not as Landlord’s 's agent. , For purposes of this Article, the term “"Building” " shall be deemed to include the Building, the Land and the Parking Facilitiesland. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical loss, damage, or injury to any natural person caused solely by the negligence or willful misconduct of Landlord or Landlord’s Representatives to the extent such injury is not covered by insurance either carried by Tenant (or such person) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
(a) Except to the extent caused by the negligence or willful misconduct of Landlord or its agents, Tenant shall reimburse Landlord, its employees and agents for (as additional rent), and shall indemnify, defend upon request and hold them harmless from and against all reasonable Costs suffered by or claimed against them, directly or indirectly, based on or arising out of, in whole or in part, (i) use and occupancy negligence of the Premises Landlord, it's employees, agents or the business conducted thereincontractors if Landlord is required hereunder to maintain insurance for such loss, damage or injury, or (ii) any negligent or willful act or omission of Tenant or any Agent of Tenant, (iii) any breach of Tenant’s obligations under this Lease, including failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or (iv) any entry by Tenant or any Agent of Tenant upon the Land prior to the Lease Commencement Date.
(b) Except to the extent caused otherwise by the negligence or willful misconduct of Tenant or an Agent of Tenant, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant as a result of the gross negligence or willful misconduct of Landlord, its agentsit's employees, employees agents or contractors, provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
15.3 No landlord hereunder shall be liable for any obligation or liability based on or arising out of any event or condition occurring during the period that such landlord was not the owner of any of the Building or the Land, or a landlord’s interest therein. Within five (5) days after request, Tenant shall attorn to any transferee landlord and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment provided such transferee assumes the obligations of landlord hereunder which accrue from and after the date of the transfer.
15.4 Tenant shall not have the right to set off or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 If Tenant or any Agent is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s estate and interest in the Building which shall be deemed to include proceeds actually received by Landlord from any sale of the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any Mortgage), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors). No other asset of Landlord, and no asset of any of Landlord’s representatives (or any past, present or future board member, partner, director, member, officer, trustee, employee, agent, representative or advisor of any of them (each, an “officer”)) or any other person or entity, shall be available to satisfy or be subject to any such judgment. No such Landlord’s representative, officer or other person or entity shall be held to have personal liability for satisfaction of any claim or judgment whatsoever under this Lease.
Appears in 1 contract
Samples: Office Lease (Identix Inc)
LIABILITY OF LANDLORD. 15.1 11.1 Except as to the extent caused by Landlord's gross negligence (which shall be deemed to exclude negligence implied by law due to the fact that Landlord is the fee owner of the Premises) or willful misconduct or breach of this Lease, and except for claims that arise from events or circumstances that pre-date this Lease or that arise from Landlord's policing activities under Section 15.6 or that are otherwise provided brought against Landlord in this Article XVits governmental capacity, Landlord and Landlord’s Representatives shall not be liable to Tenant or any other person or entity for any damagedamage or injury to persons or to personal property of Tenant, injury, loss or claim based on or arising out of any cause whatsoever, including the following: repair to any portion of the Premises or the Building; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person for any reason whatsoever, including without limitation those occasioned by or entity; failure arising from any or inability to furnish any service specified in this Lease; and leakage in any part all of the Premises following during the Lease Term: the construction, improvement, ownership, operation and maintenance of the Premises; the heating, ventilating or air-conditioning system, electric wiring, plumbing, dampness, water, gas, steam, or other pipes, or sewage, or the Building breaking of any electric wire, the bursting, leaking or running of water from any tank, washstand, water closet or waste pipe, supply pipe, sprinkler system, radiator, or any other pipe now or hereafter in, above, upon or about the Premises; fire, explosion, falling plaster, electricity, smoke, or water, rainsnow or ice being upon or coming through or from the street, ice roof, sub-surface, skylight, trapdoor, windows or snow that may leak intootherwise; acts or neglect of Tenant or any other tenant or occupant of the Premises, or flow from, of any part owners or occupants of the Premises adjacent or the Building, or from drains, pipes or plumbing fixtures contiguous property; any latent defect in the Premises or any improvements erected thereon; the Building. If loss or theft of any condition exists which may be the basis property of a claim Tenant however occurring, including loss of constructive eviction, then Tenant shall give Landlord written notice thereof property entrusted to employees of Landlord; and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted any Work or is entitled to a rent abatement. Any property placed by Tenant or any Agent in other activities on or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an article delivered for Tenant shall be acting as Tenant’s agent for such purpose and not as Landlord’s agent. For purposes of this Article, the term “Building” shall be deemed to include the Building, the Land and the Parking Facilities. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person caused by the negligence or willful misconduct of Landlord or Landlord’s Representatives to the extent such injury is not covered by insurance either carried by Tenant (or such person) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this LeasePremises.
(a) 11.2 Except to the extent caused by the gross negligence or willful misconduct of Landlord or its agents, Tenant shall reimburse Landlord, its employees and agents for (as additional rent), and shall indemnify, defend upon request and hold them harmless from and against all reasonable Costs suffered by or claimed against them, directly or indirectly, based on or arising out of, in whole or in part, (i) use and occupancy of the Premises or the business conducted therein, (ii) any negligent or willful act or omission of Tenant or any Agent of Tenant, (iii) any breach of Tenant’s obligations under this Lease, including failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or (iv) any entry by Tenant or any Agent of Tenant upon the Land prior to the Lease Commencement Date.
(b) Except to the extent caused by the negligence or willful misconduct of Tenant or an Agent of Tenant, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant as a result of the negligence or willful misconduct of Landlord, its agents, employees or contractors, provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
15.3 No landlord hereunder shall be liable for any obligation or liability based on or arising out of any event or condition occurring during the period that such landlord was not the owner of any of the Building or the Land, or a landlord’s interest therein. Within five (5) days after request, Tenant shall attorn to any transferee landlord and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment provided such transferee assumes the obligations of landlord hereunder which accrue from and after the date of the transfer.
15.4 Tenant shall not have the right to set off or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 If Tenant or any Agent is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s estate and interest in the Building which shall be deemed to include proceeds actually received exclude negligence implied by law due to the fact that Landlord from any sale is the fee owner of the Building (net of all expenses of sale), insurance Premises) or condemnation proceeds (subject to the rights of any holder of any Mortgage)willful misconduct by Xxxxxxxx, and rental income from the Building (net except for Landlord's breach of all expenses) this Lease, Tenant shall make no claim against Landlord for any injury or damage to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors). No other asset of Landlord, and no asset of any of Landlord’s representatives (or any past, present or future board member, partner, director, member, officer, trustee, employee, agent, representative or advisor of any of them (each, an “officer”)) Tenant or any other person person.
11.3 Landlord shall not be liable for the cessation, interruption, suspension, failure or entity, shall be available to satisfy or be subject to any such judgment. No such Landlord’s representative, officer or other person or entity shall be held to have personal liability for satisfaction adequacy of any claim utilities furnished to the Premises or judgment whatsoever under this Leaseany apparatus or appliance used in connection therewith.
Appears in 1 contract
Samples: Lease Agreement
LIABILITY OF LANDLORD. 15.1 Except as otherwise provided in this Article XVVIII, or for any Costs incurred as a result of Landlords gross negligence or willful misconduct, Landlord and Landlord’s Representatives shall not be liable to Tenant or any other person or entity for any damage, injury, loss or claim based on or arising out of any cause whatsoeverwhatsoever (except as otherwise provided in this Section), including the following: repair to any portion of the Premises or the Building; interruption in the use of the Premises or the Building or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service specified in this Lease; and leakage in any part of the Premises or the Building from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building. If any condition exists which may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or any Agent in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. Any person receiving an article delivered for Tenant shall be acting as Tenant’s agent for such purpose and not as Landlord’s agent. For purposes of this Article, the term “Building” shall be deemed to include the Building, the Land and the Parking FacilitiesLand. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person caused by the negligence or willful misconduct of Landlord or Landlord’s Representatives to the extent such injury is not covered by insurance either carried by Tenant (or such person) or required by this Lease to be carried by Tenant; provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Lease.
(a) Except to the extent caused by the negligence or willful misconduct of Landlord or its agents, Tenant shall reimburse Landlord, its employees and agents for (as additional rent), and shall indemnify, defend upon request and hold them harmless from and against all reasonable Costs suffered by or claimed against them, directly or indirectly, based on or arising out of, in whole or in part, (i) use and occupancy of the Premises or the business conducted therein, (ii) any negligent or willful act or omission of Tenant or any Agent of TenantAgent, (iii) any breach of Tenant’s obligations under this Lease, including failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or (iv) any entry by Tenant or any Agent of Tenant upon the Land prior to the Lease Commencement Date.
(b) Except to the extent caused by the negligence or willful misconduct of Tenant or an Agent of Tenant, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Costs suffered or claimed against Tenant as a result of the negligence or willful misconduct of Landlord, its agents, employees or contractors, provided, however, that neither Landlord nor any of Landlord’s Representatives (nor any past, present use or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor control of any the Common Areas of them) shall under any circumstances be liable for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business) in connection with or relating to this Leasethe Building and the Building Structure and Systems.
15.3 No landlord hereunder shall be liable for any obligation or liability based on or arising out of any event or condition occurring during the period that such landlord was not the owner of any of the Building or the Land, or a landlord’s interest therein. Within five (5) days after request, Tenant shall attorn to any transferee landlord and execute, acknowledge and deliver any document submitted to Tenant confirming such attornment provided such transferee assumes the obligations of landlord Landlord hereunder which accrue from and after the date of the transfer.
15.4 Tenant shall not have the right to set off or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord, which action shall not be consolidated with any action of Landlord; provided, however, that the foregoing shall not prohibit Tenant from asserting a compulsory counterclaim in any proceeding instituted by Landlord against the Tenant that is required to be brought by applicable statute and will be deemed forever waived if not then asserted by Tenant.
15.5 If Tenant or any Agent is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s estate and interest in the Building which shall be deemed to include proceeds actually received by Landlord from any sale of the Building (net of all expenses of sale), insurance or condemnation proceeds (subject to the rights of any holder of any MortgageMortgagees), and rental income from the Building (net of all expenses) to the extent all of the foregoing are held in an account for Landlord and have not been applied or distributed by Landlord in the ordinary course of business (i.e., not as a fraud against creditors). No other asset of Landlord, and no asset of any of Landlord’s representatives Representatives (or any past, present or future board member, partner, director, member, officer, trustee, employee, agent, representative or advisor of any of them (each, an “officer”)) or any other person or entity, shall be available to satisfy or be subject to any such judgment. No such Landlord’s representativeRepresentative, officer or other person or entity shall be held to have personal liability for satisfaction of any claim or judgment whatsoever under this Lease.
Appears in 1 contract
Samples: Office Lease Agreement (Savient Pharmaceuticals Inc)
