Common use of Licensee’s Environmental Indemnity Clause in Contracts

Licensee’s Environmental Indemnity. If Licensee breaches any of its obligations contained in this Section, or if any act, omission or negligence of Licensee or any of its Agents or Invitees results in any contamination of the Premises or any other part of the Property or in a Release of Hazardous Material from, on, about, in, or beneath any part of the Premises or the Property or the violation of any Environmental Law, then in any such event Licensee, on behalf of itself and its successors and assigns, shall Indemnify City, its Agents and Invitees, and their respective successors and assigns, and each of them, from and against any and all Claims (including, without limitation, damages for decrease in value of the Premises or the Property, the loss or restriction of the use of rentable or usable space or of any amenity of the Premises or the Property and sums paid in settlement of claims, attorneys' fees, consultants' fees and experts' fees) arising during or after the Term of this Master License relating to such Release or violation of Environmental Laws; provided, however, Licensee shall not be liable for any Claims to the extent such Release was caused by the active negligence or willful misconduct of City or its Agents. The foregoing Indemnity includes, without limitation, costs incurred in connection with any activities required to Investigate and Remediate any Hazardous Material brought onto the Premises or the Property by Licensee or any of its Agents or Invitees and to restore the Property to its condition prior to Licensee's introduction of such Hazardous Material or the correction of any violation of Environmental Laws. Licensee specifically acknowledges and agrees that it has an immediate and independent obligation to defend City and the other Indemnified Parties from any claim which actually or potentially falls within this indemnity provision even if such allegation is or may be groundless, fraudulent or false, which obligation arises at the time such claim is tendered to Licensee by City and continues at all times thereafter. Without limiting the foregoing, if Licensee or any of its Agents or Invitees cause the Release of any Hazardous Material on , about, in, or beneath the Premises or Property, then in any such event Licensee shall, immediately, at no expense to City, take any and all necessary actions to return the Premises or the Property, as applicable, to the condition existing prior to the Release of any such Hazardous Materials on the Property or otherwise xxxxx the Release in accordance with all Environmental Laws, except to the extent such Release was caused by the active negligence of City or its Agents. Licensee shall afford City a full opportunity to participate in any discussions with governmental regulatory agencies regarding any settlement agreement, cleanup or abatement agreement, consent decree, or other compromise or proceeding involving Hazardous Material.

Licensee’s Environmental Indemnity. If Licensee breaches any of its obligations contained in this SectionArticle, or if any act, omission omission, or negligence of Licensee or any of its Agents or Invitees in the performance of activities pursuant to this License results in any contamination of the Premises License Area or any other part of the Property City Property, or in a Release of Hazardous Material from, on, about, in, or beneath any part of the Premises License Area or the Property other City Property, or the violation of any Environmental Law, then in any such event Licensee, on behalf of itself and its successors and assigns, shall Indemnify the City, its Agents and InviteesAgents, and their respective successors and assigns, and each of them, assigns from and against any and all Claims (including, without limitation, including damages for decrease in value of the Premises License Area or the other City Property, the loss or restriction of the use of rentable or usable space in the License Area or of any amenity of the Premises or the other City Property and sums paid in settlement of claimsClaims, attorneys' ’ fees, consultants' ’ fees, and experts’ fees and experts' feesrelated costs) arising during or after the Term of this Master License relating to such Release or violation of Environmental Laws; provided, however, Licensee shall not be liable for any Claims to the extent such Release was caused by the active gross negligence or willful misconduct of the City or its Agents. The foregoing Indemnity includes, without limitation, Licensee’s Indemnification obligation includes costs incurred in connection with any activities required to Investigate and Remediate any Hazardous Material brought onto the Premises License Area or the other City Property by Licensee or any of its Agents or Invitees and to restore the License Area or other City Property to its condition prior to Licensee's ’s introduction of such Hazardous Material or the correction of to correct any violation of Environmental Laws. Licensee specifically acknowledges and agrees that it has an immediate and independent obligation to defend the City and the other Indemnified Parties from any claim which Claim that actually or potentially falls within this indemnity Indemnity provision even if such allegation is the allegations supporting the Claim are or may be groundless, fraudulent fraudulent, or false, which obligation arises at the time such claim Claim is tendered to Licensee by City the Indemnified Party and continues at all times thereafteruntil the Claim is finally resolved. Without limiting the foregoing, if Licensee or any of its Agents or Invitees cause causes the Release of any Hazardous Material on on, about, in, or beneath the Premises License Area or other City Property, then in any such event Licensee shall, immediately, at no expense to Cityany Indemnified Party, take any and all necessary actions to return the Premises License Area or the other City Property, as applicable, to the condition existing prior to the Licensee’s Release of any such Hazardous Materials on the License Area or other City Property or otherwise xxxxx the Release in accordance with all Environmental Laws, except to the extent such Release was caused by the active gross negligence or willful misconduct of the City or its Agents. Licensee shall afford the City a full opportunity to participate in any discussions with governmental regulatory agencies Regulatory Agencies regarding any settlement agreement, cleanup or abatement agreement, consent decree, or other compromise or proceeding involving Hazardous Material.

Licensee’s Environmental Indemnity. ‌ If Licensee breaches any of its obligations contained in this SectionArticle, or if any act, omission omission, or negligence of Licensee or any of its Agents or Invitees results in any contamination of the Premises License Area or any other part of the Property City Property, or in a Release of Hazardous Material from, on, about, in, or beneath any part of the Premises License Area or the Property other City Property, or the violation of any Environmental Law, then in any such event Licensee, on behalf of itself and its successors and assigns, shall Indemnify the City, its Agents and InviteesAgents, and their respective successors and assigns, and each of them, assigns from and against any and all Claims (including, without limitation, including damages for decrease in value of the Premises License Area or the other City Property, the loss or restriction of the use of rentable or usable space in the License Area or of any amenity of the Premises or the other City Property and sums paid in settlement of claimsClaims, attorneys' ’ fees, consultants' ’ fees, and experts’ fees and experts' feesrelated costs) arising during or after the Term of this Master License relating to such Release or violation of Environmental Laws; provided, however, Licensee shall not be liable for any Claims to the extent such Release was caused by the active gross negligence or willful misconduct of the City or its Agents. The foregoing Indemnity includes, without limitation, Licensee’s Indemnification obligation includes costs incurred in connection with any activities required to Investigate and Remediate any Hazardous Material brought onto the Premises License Area or the other City Property by Licensee or any of its Agents or Invitees and to restore the License Area or other City Property to its condition prior to Licensee's ’s introduction of such Hazardous Material or the correction of to correct any violation of Environmental Laws. Licensee specifically acknowledges and agrees that it has an immediate and independent obligation to defend the City and the other Indemnified Parties from any claim which Claim that actually or potentially falls within this indemnity Indemnity provision even if such allegation is the allegations supporting the Claim are or may be groundless, fraudulent fraudulent, or false, which obligation arises at the time such claim Claim is tendered to Licensee by City the Indemnified Party and continues at all times thereafteruntil the Claim is finally resolved. Without limiting the foregoing, if Licensee or any of its Agents or Invitees cause causes the Release of any Hazardous Material on on, about, in, or beneath the Premises License Area or other City Property, then in any such event Licensee shall, immediately, at no expense to Cityany Indemnified Party, take any and all necessary actions to return the Premises License Area or the other City Property, as applicable, to the condition existing prior to the Licensee’s Release of any such Hazardous Materials on the License Area or other City Property or otherwise xxxxx the Release in accordance with all Environmental Laws, except to the extent such Release was caused by the active gross negligence or willful misconduct of the City or its Agents. Licensee shall afford the City a full opportunity to participate in any discussions with governmental regulatory agencies Regulatory Agencies regarding any settlement agreement, cleanup or abatement agreement, consent decree, or other compromise or proceeding involving Hazardous Material.

Licensee’s Environmental Indemnity. If Licensee breaches any of its obligations contained in this SectionArticle, or if any act, omission omission, or negligence of Licensee or any of its Agents or Invitees results in any contamination of the Premises License Area or any other part of the Property City Property, or in a Release of Hazardous Material from, on, about, in, or beneath any part of the Premises License Area or the Property other City Property, or the violation of any Environmental Law, then in any such event Licensee, on behalf of itself and its successors and assigns, shall Indemnify the City, its Agents and InviteesAgents, and their respective successors and assigns, and each of them, assigns from and against any and all Claims (including, without limitation, including damages for decrease in value of the Premises License Area or the other City Property, the loss or restriction of the use of rentable or usable space in the License Area or of any amenity of the Premises or the other City Property and sums paid in settlement of claimsClaims, attorneys' ’ fees, consultants' ’ fees, and experts’ fees and experts' feesrelated costs) arising during or after the Term of this Master License relating to such Release or violation of Environmental Laws; provided, however, Licensee shall not be liable for any Claims to the extent such Release was caused by the active gross negligence or willful misconduct of the City or its Agents. The foregoing Indemnity includes, without limitation, Licensee’s Indemnification obligation includes costs incurred in connection with any activities required to Investigate and Remediate any Hazardous Material brought onto the Premises License Area or the other City Property by Licensee or any of its Agents or Invitees and to restore the License Area or other City Property to its condition prior to Licensee's ’s introduction of such Hazardous Material or the correction of to correct any violation of Environmental Laws. Licensee specifically acknowledges and agrees that it has an immediate and independent obligation to defend the City and the other Indemnified Parties from any claim which Claim that actually or potentially falls within this indemnity Indemnity provision even if such allegation is the allegations supporting the Claim are or may be groundless, fraudulent fraudulent, or false, which obligation arises at the time such claim Claim is tendered to Licensee by City the Indemnified Party and continues at all times thereafteruntil the Claim is finally resolved. Without limiting the foregoing, if Licensee or any of its Agents or Invitees cause causes the Release of any Hazardous Material on on, about, in, or beneath the Premises License Area or other City Property, then in any such event Licensee shall, immediately, at no expense to Cityany Indemnified Party, take any and all necessary actions to return the Premises License Area or the other City Property, as applicable, to the condition existing prior to the Licensee’s Release of any such Hazardous Materials on the License Area or other City Property or otherwise xxxxx the Release in accordance with all Environmental Laws, except to the extent such Release was caused by the active gross negligence or willful misconduct of the City or its Agents. Licensee shall afford the City a full opportunity to participate in any discussions with governmental regulatory agencies Regulatory Agencies regarding any settlement agreement, cleanup or abatement agreement, consent decree, or other compromise or proceeding involving Hazardous Material.

Licensee’s Environmental Indemnity. ‌ If Licensee breaches any of its obligations contained in this SectionArticle, or if any act, omission omission, or negligence of Licensee or any of its Agents or Invitees results in any contamination of the Premises License Area or any other part of the Property City Property, or in a Release of Hazardous Material from, on, about, in, or beneath any part of the Premises License Area or the Property other City Property, or the violation of any Environmental Law, then in any such event Licensee, on behalf of itself and its successors and assigns, shall Indemnify the City, its Agents and InviteesAgents, and their respective successors and assigns, and each of them, assigns from and against any and all Claims (including, without limitation, including damages for decrease in value of the Premises License Area or the other City Property, the loss or restriction of the use of rentable or usable space in the License Area or of any amenity of the Premises or the other City Property and sums paid in settlement of claimsClaims, attorneys' ’ fees, consultants' ’ fees, and experts’ fees and experts' feesrelated costs) arising during or after the Term of this Master License relating to such Release or violation of Environmental Laws; provided, however, Licensee shall not be liable for any Claims to the extent such Release was caused by the active gross negligence or willful misconduct of the City or its Agents. The foregoing Indemnity includes, without limitation, Licensee’s Indemnification obligation includes costs incurred in connection with any activities required to Investigate and Remediate any Hazardous Material brought onto the Premises License Area or the other City Property by Licensee or any of its Agents or Invitees and to restore the License Area or other City Property to its condition prior to Licensee's ’s introduction of such Hazardous Material or the correction of to correct any violation of Environmental Laws. Licensee specifically acknowledges and agrees that it has an immediate and independent obligation to defend the City and the other Indemnified Parties from any claim which Claim that actually or potentially falls within this indemnity Indemnity provision even if such allegation is the allegations supporting the Claim are or may be groundless, fraudulent fraudulent, or false, which obligation arises at the time such claim Claim is tendered to Licensee by City the Indemnified Party and continues at all times thereafteruntil the Claim is finally resolved. Without limiting the foregoing, if Licensee or any of its Agents or Invitees cause causes the Release of any Hazardous Material on on, about, in, or beneath the Premises License Area or other City Property, then in any such event Licensee shall, immediately, at no expense to Cityany Indemnified Party, take any and all necessary actions to return the Premises License Area or the other City Property, as applicable, to the its condition existing prior to the Licensee’s Release of any such Hazardous Materials on the License Area or other City Property or otherwise xxxxx the Release in accordance with all Environmental Laws, except to the extent such Release was caused by the active gross negligence or willful misconduct of the City or its Agents. Licensee shall afford the City a full opportunity to participate in any discussions with governmental regulatory agencies Regulatory Agencies regarding any settlement agreement, cleanup or abatement agreement, consent decree, or other compromise or proceeding involving Hazardous Material.

Licensee’s Environmental Indemnity. If Licensee breaches any of its obligations contained in this SectionSection 22, or if any act, omission omission, or negligence of Licensee or any of its Agents agents or Invitees invitees results in any contamination of the Premises License Area or any other part of the Property City Property, or in a Release release of Hazardous Material hazardous material from, on, about, in, in or beneath any part of the Premises License Area or the Property other City property, or the violation of any Environmental Lawenvironmental law, then in any such event Licensee, on behalf of itself and its successors and assigns, shall Indemnify indemnify, defend and hold harmless the City, including its Agents and Inviteesagents, and their respective successors and assigns, and each of them, assigns from and against any and all Claims (including, without limitation, including damages for decrease in value of the Premises Licensed Area or the Propertyother City property, the loss or restriction of the use of rentable or usable space in the Licensed Area or of any amenity of the Premises or the Property other City property and sums paid in settlement of claims, attorneys' ’ fees, consultants' ’ fees, and experts’ fees and experts' feesrelated costs) arising during or after the Term of this Master License relating to such Release release or violation of Environmental Lawsenvironmental laws; provided, however, Licensee shall not be liable for any Claims claims to the extent such Release release was caused by the active gross negligence or willful misconduct of the City or its Agentsagents. The foregoing Indemnity includes, without limitation, Licensee’s indemnification obligation includes costs incurred in connection with any activities required to Investigate investigate and Remediate remediate any Hazardous Material hazardous material brought onto the Premises License Area or the other City Property by Licensee or any of its Agents agents or Invitees invitees and to restore the License Area and other City Property to its condition prior to Licensee's ’s introduction of such Hazardous Material hazardous material or the correction of to correct any violation of Environmental Lawsenvironmental laws. Licensee specifically acknowledges and agrees that it has an immediate and independent obligation to defend the City and the other Indemnified Parties indemnified parties from any claim which that actually or potentially falls within this indemnity provision even if such allegation is the allegations supporting the claim are or may be groundless, fraudulent fraudulent, or false, which obligation arises at the time such claim is tendered to Licensee by City the indemnified party and continues at all times thereafteruntil the claim is finally resolved. Without limiting the foregoing, if Licensee or any of its Agents agents or Invitees cause invitees causes the Release release of any Hazardous Material on hazardous material on, about, in, or beneath the Premises Licensed Area or other City Property, then in any such event Licensee shall, immediately, at no expense to Cityany indemnified party, take any and all necessary actions to return the Premises or the Licensed Area and other City Property, as applicable, to the condition existing prior to the Release release of any such Hazardous Materials hazardous materials on the Licensed Area or other City Property or otherwise xxxxx the Release release in accordance with all Environmental Lawsenvironmental laws, except to the extent such Release release was caused by the active gross negligence or willful misconduct of the City or its Agents. Licensee shall afford the City a full opportunity to participate in any discussions with governmental regulatory agencies Regulatory Agencies regarding any settlement agreement, cleanup or abatement agreement, consent decree, decree or other compromise or proceeding involving Hazardous Materialhazardous material.

Licensee’s Environmental Indemnity. If Licensee breaches any of its obligations contained in this SectionSection 24, or or, if any act, omission or negligence of Licensee Licensee, its Agents, Employees or any of its Agents or Invitees Invitees, results in any contamination Release of Hazardous Material in, on or under any part of the Premises Premises, or any other part the remainder of the Property or in a Release of Hazardous Material fromthe Building, onthen, about, in, or beneath any part of the Premises or the Property or the violation of any Environmental Law, then in any such event LicenseeLicensee shall, on behalf of itself and its successors and assigns, shall Indemnify City, its Agents and Invitees, and their respective successors and assigns, and each of them, the City from and against any and all Claims (including, without limitation, claims for injury to or death of a person, damages, liabilities, losses, judgments, penalties, fines, regulatory or administrative actions, damages for decrease in value of the Premises or the remainder of the Building or the Property, the loss or restriction of the use of rentable or usable space or of any amenity of the Premises Premises, or the Property remainder of the Building or the Property, damages arising from any adverse impact on marketing of any such space, restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Material present in the soil or groundwater in, on or under the Premises, the remainder of the Property, or in any Improvements, and sums paid in settlement of claims, attorneys' ’ fees, consultants' ’ fees and experts' fees’ fees and costs) arising during or after the Term of this Master License the Towing Agreement and relating to such Release breach or violation of Environmental Laws; provided, however, Licensee shall not be liable for any Claims to the extent such Release was caused by the active negligence or willful misconduct of City or its AgentsRelease. The foregoing Indemnity includes, without limitation, costs incurred in connection with any activities required undertaken to Investigate and Remediate any Release of Hazardous Material brought onto Material, and to restore the Premises or the remainder of the Building or Property to their prior condition. This indemnification of City by Licensee includes, but is not limited to, costs incurred in connection with any investigation of site conditions or any clean-up, remediation, removal or restoration work requested by Prologis or required by any federal, state or local governmental agency or political subdivision because of its Agents Hazardous Material present in the soil or Invitees and to restore groundwater in, on or under the Premises, the remainder of the Property to its condition prior to or in any Alterations. Licensee's introduction obligations hereunder shall survive the termination of such this License. Licensee's obligations under this Section do not include an indemnity for Claims arising as a result of Hazardous Material Materials (or the correction other conditions alleged to be in violation of any violation of Environmental Laws. Licensee specifically acknowledges and agrees that it has an immediate and independent obligation to defend City and the other Indemnified Parties from any claim which actually or potentially falls within this indemnity provision even if such allegation is or may be groundless, fraudulent or false, which obligation arises at the time such claim is tendered to Licensee by City and continues at all times thereafter. Without limiting the foregoing, if Licensee or any of its Agents or Invitees cause the Release of any Hazardous Material on , about, Law) in, on, or beneath the Premises or Property, then in under any such event Licensee shall, immediately, at no expense to City, take any and all necessary actions to return part of the Premises or the Propertyremainder of the Building or Property that were present prior to May 1, as applicable2013, or to the condition extent that such Claims relate to conditions existing prior to the Release of any such Hazardous Materials on the Property or otherwise xxxxx the Release in accordance with all Environmental LawsMay 1, 2013, except to the extent that Licensee exacerbates any pre-existing condition or introduces such Release was caused Hazardous Materials or conditions. In the event any action or proceeding is brought against City by reason of a claim arising out of any Loss, Claim, injury or damage suffered on or about the Premises or the remainder of the Building or the Property for which Licensee has Indemnified the City and upon written notice from the City, Licensee shall at its sole expense answer and otherwise defend such action or proceeding using counsel approved in writing by the active negligence City. City shall have the right, exercised in its sole discretion, but without being required to do so, to defend, adjust, settle or compromise any claim, obligation, debt, demand, suit or judgment against the City in connection with this License or the Premises or the remainder of City the Building or its AgentsProperty. The provisions of this paragraph shall survive the termination of this License with respect to any Loss occurring prior to or upon termination. Licensee and City shall afford City each other a full opportunity to participate in any discussions with governmental regulatory agencies regarding any settlement agreement, cleanup or abatement agreement, consent decree, or other compromise or proceeding involving Hazardous Material.