Common use of LIMITATION OF LIABILITY AND INDEMNITY Clause in Contracts

LIMITATION OF LIABILITY AND INDEMNITY. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, Tenant agrees to protect, defend (with counsel acceptable to Landlord) and hold Landlord and Landlord's lenders, partners, members, property management company (if other than Landlord), agents, directors, officers, employees, representatives, contractors, shareholders, successors and assigns and each of their respective partners, members, directors, employees, representatives, agents, contractors, shareholders, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, claims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) arising from or in any way related to, directly or indirectly, (i) Tenant's or Tenant's Representatives' use of the Premises, Building and/or the Park, (ii) the conduct of Tenant's business, (iii) from any activity, work or thing done, permitted or suffered by Tenant in or about the Premises, (iv) in any way connected with the Premises or with the improvements or personal property therein, including, but not limited to, any liability for injury to person or property of Tenant, Tenant's Representatives, or third party persons, and/or (v) Tenant's failure to perform any covenant or obligation of Tenant under this Lease. Tenant agrees that the obligations of Tenant herein shall survive the expiration or earlier termination of this Lease. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, the Building or the Park, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Building and/or the Park. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the Building.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord only Sublandlord or its authorized representativesIndemnitees (defined below) or, Tenant Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant agrees to protect, defend (with counsel reasonably acceptable to LandlordSublandlord) and hold Landlord Sublandlord and LandlordSublandlord's lenders, partners, members, property management company (if other than Landlord)company, agents, directors, officers, employees, representatives, contractors, shareholderscontractors (except as provided in Subparagraph 7.12(d) herein), successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, shareholdersheirs, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, claimsdemands, penalties, costs, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) TenantSubtenant's or Tenantand Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Representatives' ") use of the Premises, Building and/or Security System, and other portions of the ParkProject, (ii) the conduct of TenantSubtenant's business, business at the Premises (iii) from any activity, work or thing done, permitted or suffered by Tenant Subtenant in or about the Premises, (iv) in any way connected with iv the Premises Premises, Security System, the Alterations or with the improvements Subtenant's property (whether leased or personal property owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of TenantSubtenant, TenantSubtenant's Representativesemployees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) TenantSubtenant's failure to perform any covenant or obligation of Tenant Subtenant under this LeaseSublease. Tenant Subtenant agrees that the obligations of Tenant Subtenant herein shall survive the expiration or earlier termination of this Lease. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, the Building or the Park, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Building and/or the Park. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the BuildingSublease.

LIMITATION OF LIABILITY AND INDEMNITY. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, Tenant agrees to protect, defend (with counsel reasonably acceptable to Landlord) and hold Landlord and Landlord's lenders, partners, members, property management company (if other than Landlord), agents, directors, officers, employees, representatives, contractors, shareholders, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, shareholdersheirs, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) Tenant's or Tenant's Representatives' use of the Premises, Building and/or Premises and other portions of the ParkProject, (ii) the conduct of Tenant's business, (iii) from any activity, work or thing done, permitted or suffered by Tenant in or about the Premises, (iv) in any way connected with the Premises Premises, the Alterations or with the improvements or personal property Tenant's Property therein, including, but not limited to, any liability for injury to person or property of Tenant, Tenant's Representatives, Representatives or third party persons, and/or (v) Tenant's failure to perform any covenant or obligation of Tenant under this Lease. Tenant agrees that the obligations of Tenant herein shall survive the expiration or earlier termination of this Lease. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, Premises or any other portion of the Building or the ParkProject, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Building and/or the ParkProject. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the Building.

LIMITATION OF LIABILITY AND INDEMNITY. Except to the extent of damage Claims (defined below) resulting from the sole active gross negligence or willful misconduct of Landlord or its authorized representatives, Tenant agrees to protect, defend (with counsel reasonably acceptable to Landlord) and hold Landlord and Landlord's ’s lenders, partners, members, property management company (if other than Landlord), agents, directors, officers, employees, representatives, contractors, shareholders, successors and assigns and each of their respective partners, members, directors, officers, employees, representatives, agents, contractors, shareholdersheirs, successors and assigns (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) which are brought by third parties (collectively, “Claims”) arising from or in any way related to, directly Table of Contents or indirectly, (i) Tenant's ’s or Tenant's ’s Representatives' ’ use of the Premises, Building and/or Premises and other portions of the ParkProject, (ii) the conduct of Tenant's ’s business, (iii) from any activity, work or thing done, permitted or suffered by Tenant in or about the Premises, and/or (iv) in any way connected with the Premises or with the improvements or personal property therein, including, but not limited to, any liability for injury to person or property of Tenant, Tenant's Representatives, or third party persons, and/or (v) Tenant's ’s failure to perform any covenant or obligation of Tenant under this Lease. Tenant agrees that the obligations of Tenant herein shall survive the expiration or earlier termination of this Lease. Except to the extent of damage Claims resulting from the sole active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, Premises or any other portion of the Building or the ParkProject, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Building and/or the ParkProject. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Notwithstanding the provisions of this Section 13 above to the contrary, Tenant’s indemnity of Landlord and its authorized representatives the Indemnitees shall not apply to: (i) any claims to the extent resulting from the gross negligence or willful misconduct of the Indemnitees and not insured or required to be liable insured by Tenant under this Lease (collectively, the “Excluded Claims”); or (ii) any loss of or damage to Landlord’s property to the extent Landlord has waived such loss or damage pursuant to Section 12.5 above. In addition, Landlord shall indemnify, defend, protect and hold Tenant harmless from all such Excluded Claims, except for (A) any interference with light loss or airdamage to Tenant’s property to the extent Tenant has waived such loss or damage pursuant to Section 12.5 above, and (B) any lost profits, loss of business or for any latent defect in the Premises or the Buildingother consequential damages.

LIMITATION OF LIABILITY AND INDEMNITY. Except to THE SPONSORS AND ICF’s TOTAL LIABILITY TO PARTICIPATING CONTRACTOR FOR ALL CLAIMS OF ANY KIND, WHETHER BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, OR OTHERWISE, FOR ANY LOSSES ARISING OUT OF, OR IN CONNECTION WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENT SHALL, UNDER NO CIRCUMSTANCES, EXCEED $1000 (one thousand dollars). SPONSORS AND ICF, THEIR AFFILIATES AND EACH OF THEIR REPRESENTATIVES, OFFICERS, DIRECTORS, EMPLOYEES AND SUBCONTRACTORS SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO PARTICIPATING CONTRACTOR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSSES. To the fullest extent of damage resulting from the active gross negligence permitted by law or willful misconduct of Landlord or its authorized representativesregulation, Tenant agrees to protectParticipating Contractor shall defend, defend (with counsel acceptable to Landlord) indemnify and hold Landlord harmless the Sponsors and Landlord's lendersICF and any subsidiaries or affiliates thereof, partners, members, property management company (if other than Landlord), agents, and each of their respective directors, officers, employees, representatives, contractors, shareholders, successors and assigns and each of their respective partners, members, directors, employees, representatives, agents, contractors, shareholders, successors and assigns representatives (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against any and all liabilities, damageslosses, claims, lossesdamages, judgmentsfines, charges and penalties, costs, expenses (including reasonable attorneys' attorney's fees), costs demands and causes of court and expenses necessary in the prosecution actions of every kind or defense character (“Losses”) arising, or alleged to have arisen out of any litigation including claims (just or unjust) relating to a breach of or an act incident to the enforcement performance of this provision) arising from Agreement; or in any way related to, directly the acts or indirectly, (i) Tenant's or Tenant's Representatives' use omissions of the PremisesParticipating Contractor, Building its employees and/or the Park, (ii) the conduct of Tenant's business, (iii) from any activity, work or thing done, permitted or suffered by Tenant in or about the Premises, (iv) in any way connected with the Premises or with the improvements or personal property therein, including, but not limited to, any liability for injury to person or property of Tenant, Tenant's Representatives, or third party persons, and/or (v) Tenant's failure to perform any covenant or obligation of Tenant under this Lease. Tenant agrees that the obligations of Tenant herein shall survive the expiration or earlier termination of this Lease. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, the Building or the Park, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Building and/or the Park. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the Buildingsubcontractors.

LIMITATION OF LIABILITY AND INDEMNITY. Except to the extent of damage resulting from caused by the active gross negligence or willful misconduct of Landlord or its authorized representativesagents or employees, Tenant agrees to protect, defend (with counsel reasonably acceptable to Landlord) and hold Landlord and Landlord's ’s lenders, partners, members, property management company (if other than Landlord), agents, directors, officers, employees, representatives, contractors, shareholders, successors and assigns and each of their respective partners, members, directors, employees, representatives, agents, contractors, shareholders, successors and assigns (collectively, the "“Landlord’s Indemnitees"”) harmless and indemnify the Landlord’s Indemnitees from and against all liabilities, damages, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) arising from Tenant’s gross negligence or willful misconduct, which in any way are related to, directly or indirectly, (i) Tenant's ’s or Tenant's ’s Representatives' ’ use of the Premises, Building and/or the Park, (ii) the conduct of Tenant's ’s business, (iii) from any activity, work or thing done, permitted or suffered by Tenant in or about the Premises, (iv) in any way connected with the Premises or with the improvements or personal property therein, including, but not limited to, any liability for injury to person or property of Tenant, Tenant's ’s Representatives, or third party persons, and/or (v) Tenant's ’s failure to perform any covenant or obligation of Tenant under this LeaseLease and arising from. Tenant agrees that the obligations of Tenant herein shall survive the expiration or earlier termination of this Lease. This provision restricts or limits in no way the indemnification of Tenant by Landlord in Sect. 27.3. Except to the extent of damage resulting from caused by the active gross negligence or willful misconduct of Landlord Tenant or its authorized representativesagents or employees, Landlord agrees to the fullest extent permitted by lawprotect, defend (with counsel reasonably acceptable to Tenant) and hold Tenant agrees that neither Landlord nor any of Landlord's lender(s)and Tenant’s lenders, partners, members, agents, directors, officers, employees, representatives, legal shareholders, successors and assigns and each of their respective lenders, partners, members, agents, directors, officers, employees, representatives, shareholders, successors or and assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises(collectively, the Building “Tenant’s Indemnitees”) harmless and indemnify the Tenant’s indemnitees from and against all liabilities, damages, claims, losses, judgments, charges and expenses (including reasonable attorneys’ fees, costs of court and expenses necessary in the prosecution or the Park, including, but not limited to, any acts, errors or omissions by or on behalf defense of any other tenants litigation including the enforcement of this provision) arising from Landlord’s gross negligence or occupants willful misconduct. Landlord agrees that the obligations of Landlord herein shall survive the Building and/or the Parkexpiration or earlier termination of this Lease. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. This provision restricts or limits in no way the indemnification of Landlord and its authorized representatives shall not be liable for any interference with light or airby Tenant in Sect. 27.3. Lease Agreement dated December 16, or for any latent defect in the Premises or the Building2002.

LIMITATION OF LIABILITY AND INDEMNITY. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, agents, employees, contractors, licensees or invitees, Tenant agrees to protect, defend (with counsel acceptable to Landlord) and hold Landlord and Landlord's ’s lenders, partners, members, property management company (if other than Landlord), agents, directors, officers, employees, representatives, contractors, shareholders, successors and assigns and each of their respective partners, members, directors, employees, representatives, agents, contractors, shareholders, successors and assigns (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against all liabilities, damages, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) arising from or in any way related to, directly or indirectly, (i) Tenant's ’s or Tenant's ’s Representatives' ’ use of the Premises, Building and/or the Park, (ii) the conduct of Tenant's ’s business, (iii) from any activity, work or thing done, permitted or suffered by Tenant in or about the Premises, (iv) in any way connected with the Premises or with the improvements or personal property therein, including, but not limited to, any liability for injury to person or property of Tenant, Tenant's ’s Representatives, or third party persons, and/or (v) Tenant's ’s negligence or willful misconduct, and/or (vi) Tenant’s failure to perform any covenant or obligation of Tenant under this Lease. Tenant agrees that the obligations of Tenant herein shall survive the expiration or earlier termination of this Lease. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, agents, employees, contractors, licensees or invitees, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's ’s lender(s), partners, members, employees, representatives, legal representatives, successors or assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, the Building or the Park, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Building and/or the Park. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the Building.

LIMITATION OF LIABILITY AND INDEMNITY. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, Tenant agrees to protect, defend (with counsel reasonably acceptable to Landlord) and hold Landlord and Landlord's lenders, partners, members, property management company (if other than Landlord), agents, directors, officers, employees, representatives, contractors, shareholders, successors and assigns and each of their respective partners, members, directors, employees, representatives, agents, contractors, shareholders, successors and assigns (collectively, the "Landlord's Indemnitees") harmless and indemnify the Landlord's Indemnitees from and against all liabilities, damages, claims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) arising from or in any way related to, directly or indirectly, (i) Tenant's or Tenant's Representatives' use of the Premises, Building and/or the Park, (ii) the conduct of Tenant's business, (iii) from any activity, work or thing done, permitted or suffered by Tenant in or about the Premises, (iv) in any way connected with the Premises or with the improvements or personal property therein, including, but not limited to, any liability for injury to person or property of Tenant, Tenant's Representatives, or third party persons, and/or (v) Tenant's failure to perform any covenant or obligation of Tenant under this Lease. Tenant agrees that the obligations of Tenant herein shall survive the expiration or earlier termination of this Lease. Except Landlord agrees to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representativesprotect, defend (with counsel reasonably acceptable to the fullest extent permitted by law, Tenant) and hold Tenant agrees that neither Landlord nor any of Landlordand Tenant's lender(s)lenders, partners, members, agents, directors, officers, employees, representatives, legal shareholders, successors and assigns and each of their respective lenders, partners, members, agents, directors, officers, employees, representatives, shareholders, successors or and assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises(collectively, the Building "Tenant's Indemnitees") harmless and indemnify the Tenant's Indemnitees from and against all liabilities, damages, claims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or the Park, including, but not limited to, any acts, errors or omissions by or on behalf defense of any other tenants litigation including the enforcement of this provision) arising from (i) Landlord's gross negligence or occupants willful misconduct, or (ii) Landlord's breach (after any applicable cure periods) of its obligations to pay Taxes, and/or its obligations under Sections 12.2 and 12.3 herein. Landlord agrees that the Building and/or obligations of Landlord herein shall survive the Parkexpiration or earlier termination of this Lease. Except as otherwise set forth in Section 42 below, Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the BuildingPremises.

LIMITATION OF LIABILITY AND INDEMNITY. Except to the extent of damage resulting from the sole active gross negligence or willful misconduct of Landlord or its authorized representatives, Tenant agrees to protect, defend (with counsel reasonably acceptable to Landlord) and hold Landlord and Landlord's ’s lenders, partners, members, property management company (if other than Landlord), agents, directors, officers, employees, representatives, contractors, shareholders, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, shareholdersheirs, successors and assigns (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, “Claims”) arising from or in any way related to, directly or indirectly, (i) Tenant's ’s or Tenant's ’s Representatives' ’ use of the Premises, Building and/or the ParkPremises , (ii) the conduct of Tenant's ’s business, (iii) from any activity, work or thing done, permitted or suffered by Tenant in or about the Premises, (iv) in any way connected with the Premises Premises, the Alterations or with the improvements or personal property Tenant’s Property therein, including, but not limited to, any liability for injury to person or property of Tenant, Tenant's Representatives, ’s Representatives or third party persons, and/or (v) Tenant's ’s failure to perform any covenant or obligation of Tenant under this Lease. Tenant agrees that the obligations of Tenant herein shall survive the expiration or earlier termination of this Lease. Except to the extent of damage resulting from the sole active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, the Building or the Park, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Building and/or the Park. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunderhereunder except to the extent of any judgment obtained by Tenant that is not satisfied by Landlord within sixty (60) days after Landlord’s receipt of written notice from Tenant requesting satisfaction of such judgment. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the BuildingPremises.

LIMITATION OF LIABILITY AND INDEMNITY. 13.1 Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its Landlord's authorized employees, representatives, agents, licensees or contractors (collectively, "Landlord's Representatives"), Tenant agrees to protect, defend (with counsel acceptable to Landlord) and hold Landlord and Landlord's lenders, partners, members, property management company (if other than Landlord), agents, directors, officers, employees, representatives, contractors, shareholders, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, shareholdersheirs, successors and assigns (collectively, the "Landlord Indemnitees") harmless and indemnify the Landlord Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) Tenant's or Tenant's Representatives' use of the Premises, Building and/or Premises and other portions of the ParkProject, (ii) the conduct of Tenant's business, (iii) from any activity, work or thing done, permitted or suffered by Tenant in or about the Premises, (iv) in any way connected with the Premises Premises, the Alterations or with the improvements or personal property therein, including, but not limited to, any liability for injury to person or property of Tenant, Tenant's Representatives, or third party personsProperty therein, and/or (v) Tenant's failure to perform any covenant or obligation of Tenant under this Lease. Tenant agrees that the obligations of Tenant herein shall survive the expiration or earlier termination of this Lease. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, the Building or the Park, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Building and/or the Park. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the Building.

LIMITATION OF LIABILITY AND INDEMNITY. Except to the extent of damage resulting from caused by the active gross negligence or willful misconduct of Landlord or its authorized representativesagents or employees, Tenant agrees to protect, defend (with counsel reasonably acceptable to Landlord) and hold Landlord and Landlord's ’s lenders, partners, members, property management company (if other than Landlord), agents, directors, officers, employees, representatives, contractors, shareholders, successors and assigns and each of their respective partners, members, directors, employees, representatives, agents, contractors, shareholders, successors and assigns (collectively, the "“Landlord’s Indemnitees"”) harmless and indemnify the Landlord’s Indemnitees from and against all liabilities, damages, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) arising from Tenant’s gross negligence or willful misconduct, which in any way are related to, directly or indirectly, (i) Tenant's ’s or Tenant's ’s Representatives' ’ use of the Premises, Building and/or the Park, (ii) the conduct of Tenant's ’s business, (iii) from any activity, work or thing done, permitted or suffered by Tenant in or about the Premises, (iv) in any way connected with the Premises or with the improvements or personal property therein, including, but not limited to, any liability for injury to person or property of Tenant, Tenant's ’s Representatives, or third party persons, and/or (v) Tenant's ’s failure to perform any covenant or obligation of Tenant under this LeaseLease and arising from. Tenant agrees that the obligations of Tenant herein shall survive the expiration or earlier termination of this Lease. This provision restricts or limits in no way the indemnification of Tenant by Landlord in Sect. 27.3. Except to the extent of damage resulting from caused by the active gross negligence or willful misconduct of Landlord Tenant or its authorized representativesagents or employees, Landlord agrees to the fullest extent permitted by lawprotect, defend (with counsel reasonably acceptable to Tenant) and hold Tenant agrees that neither Landlord nor any of Landlord's lender(s)and Tenant’s lenders, partners, members, agents, directors, officers, employees, representatives, legal shareholders, successors and assigns and each of their respective lenders, partners, members, agents, directors, officers, employees, representatives, shareholders, successors or and assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises(collectively, the Building “Tenant’s Indemnitees”) harmless and indemnify the Tenant’s indemnitees from and against all liabilities, damages, claims, losses, judgments, charges and expenses (including reasonable attorneys’ fees, costs of court and expenses necessary in the prosecution or the Park, including, but not limited to, any acts, errors or omissions by or on behalf defense of any other tenants litigation including the enforcement of this provision) arising from Landlord’s gross negligence or occupants willful misconduct. Landlord agrees that the obligations of Landlord herein shall survive the Building and/or the Parkexpiration or earlier termination of this Lease. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. This provision restricts or limits in no way the indemnification of Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect by Tenant in the Premises or the BuildingSect. 27.3.

LIMITATION OF LIABILITY AND INDEMNITY. Except to the extent of damage ------------------------------------- resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, Tenant agrees to protect, defend (with counsel reasonably acceptable to Landlordlandlord) and hold Landlord and Landlord's lenders, partners, members, property management company (if other than Landlord), agents, directors, officers, employees, representatives, contractors, shareholders, successors and assigns and each of their respective partners, members, directors, employees, representatives, agents, contractors, shareholders, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, claims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) arising from or in any way related to, directly or indirectly, (i) Tenant's or Tenant's Representatives' use of the Premises, Building and/or the Park, (ii) the conduct of Tenant's business, (iii) from any activity, work or thing done, permitted or suffered by Tenant in or about the Premises, (iv) in any way connected with the Premises or with the improvements or personal property therein, including, but not limited to, any liability for injury to person or property of Tenant, Tenant's Representatives, or third party persons, and/or (v) Tenant's failure to perform any covenant or obligation of Tenant under this Lease. Lease Tenant agrees that the obligations of Tenant herein shall survive the expiration or earlier termination of this Lease. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, the Building or the Park, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Building and/or the Park. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the Building.

LIMITATION OF LIABILITY AND INDEMNITY. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, Tenant agrees to protect, defend (with counsel acceptable to Landlord) and hold Landlord and Landlord's lenders, partners, members, property management company (if other than Landlord), agents, directors, officers, employees, representatives, contractors, shareholders, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, shareholdersheirs, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) Tenant's or Tenant's Representatives' use of the Premises, Building and/or Premises and other portions of the ParkProject, (ii) the conduct of Tenant's business, (iii) from any activity, work or thing done, permitted or suffered by Tenant in or about the Premises, (iv) in any way connected with the Premises Premises, the Alterations or with the improvements or personal property Tenant's Property therein, including, but not limited to, any liability for injury to person or property of Tenant, Tenant's Representatives, Representatives or third party persons, and/or (v) Tenant's failure to perform any covenant or obligation of Tenant under this Lease. Tenant agrees that the obligations of Tenant herein shall survive the expiration or earlier termination of this Lease. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, Premises or any other portion of the Building or the ParkProject, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Building and/or the ParkProject. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the Building.

LIMITATION OF LIABILITY AND INDEMNITY. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, with respect to Landlord's obligations under this Lease, Tenant agrees to protect, defend (with counsel acceptable to Landlord) and hold Landlord and Landlord's lenders, partners, members, property management company (if other than Landlord), agents, directors, officers, employees, representatives, contractors, shareholders, successors and assigns and each of their respective partners, members, directors, employees, representatives, agents, contractors, shareholders, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, claims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) arising from or in any way related to, directly or indirectly, (i) Tenant's or Tenant's Representatives' use of the Premises, Building and/or the Park, Premises (ii) the conduct of Tenant's business, (iii) from any activity, work or thing done, permitted or suffered by Tenant in or about the Premises, (iv) in any way connected with the Premises or with the improvements or personal property therein, including, but not limited to, any liability for injury to person or property of Tenant, Tenant's Representatives, or third party persons, and/or (v) Tenant's failure to perform any covenant or obligation of Tenant under this Lease, including, but not limited to repairs, replacements and maintenance described in SECTION 11 above. Tenant agrees that the obligations of Tenant herein shall survive the expiration or earlier termination of this Lease. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, with respect to Landlord's obligations under this Lease, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, the Building or the Park, including, but not limited to, any acts, errors or omissions by or on behalf of any other sub-tenants or occupants of the Building and/or the ParkPremises. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the Building.of

LIMITATION OF LIABILITY AND INDEMNITY. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, Tenant agrees to protect, defend (with counsel acceptable to Landlord) and hold Landlord and Landlord's lenders, partners, members, property management company (if other than Landlord), agents, directors, officers, employees, representatives, contractors, shareholders, successors and assigns and each of their respective partners, members, directors, employees, representatives, agents, contractors, shareholders, successors and assigns (collectively, the "Indemnitees") harmless and indemnify indemnity the Indemnitees from and against all liabilities, damages, claims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) arising from or in any way related to, directly or indirectly, (i) Tenant's or Tenant's Representatives' use of the Premises, Building Premises and/or the ParkBuilding, (ii) the conduct of Tenant's business, (iii) from any activity, work or thing done, permitted or suffered by Tenant in or about the Premises, (iv) in any way connected with the Premises or with the improvements or personal property therein, including, ' but not limited to, any liability for injury to person or property of Tenant, Tenant's Representatives, or third party persons, and/or (v) Tenant's failure to perform any covenant or obligation of Tenant under this Lease. Tenant agrees that the obligations of Tenant herein shall survive the expiration or earlier termination of this Lease. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, the Building Premises or the Park, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Building and/or the ParkBuilding. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the Building.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord only Sublandlord or its authorized representativesIndemnitees (defined below), Tenant or Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant agrees to protect, defend (with counsel reasonably acceptable to LandlordSublandlord) and hold Landlord Sublandlord and LandlordSublandlord's lenders, partners, members, property management company (if other than Landlord)company, agents, directors, officers, employees, representatives, contractors, shareholderscontractors (except as provided in Subparagraph 7.12(d) herein), successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, shareholdersheirs, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilitiesliabilities (including any liability for injury to person or property of Subtenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons), damages, claimsdemands, penalties, costs, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) TenantSubtenant's or Tenantand Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Representatives' ") use or operation of the Premises, Building and/or Security System, Furniture, security services, janitorial services, electrical systems, fire detection and prevention systems, alterations or additions to the ParkPremises, Subtenant's property (whether leased or owned or held in bailment), and other portions of the Project, (ii) the conduct of TenantSubtenant's businessbusiness at the Premises, (iii) from any activity, work or thing done, permitted or suffered by Tenant Subtenant in or about the Premises, (iv) in any way connected with the Premises or with the improvements or personal property therein, including, but not limited to, any liability for injury to person or property of Tenant, Tenant's Representatives, or third party persons, and/or (v) TenantSubtenant's failure to perform any covenant or obligation of Tenant Subtenant under this LeaseSublease. Tenant Subtenant agrees that the obligations of Tenant Subtenant herein shall survive the expiration or earlier termination of this Lease. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, the Building or the Park, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Building and/or the Park. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the BuildingSublease.

LIMITATION OF LIABILITY AND INDEMNITY. Except to the extent of damage resulting from the sole active gross negligence or willful misconduct of Landlord or its authorized representatives, Tenant Xxxxxx agrees to protect, defend (with counsel acceptable to Landlord) and hold Landlord and Landlord's lenders, partners, members, property management company (if other than Landlord), agents, directors, officers, employees, representatives, contractors, shareholders, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, shareholdersheirs, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) Tenant's or Tenant's Representatives' use of the Premises, Building and/or Premises and other portions of the ParkProject, (ii) the conduct of Tenant's business, (iii) from any activity, work or thing done, permitted or suffered by Tenant in or about the Premises, (iv) in any way connected with the Premises Premises, the Alterations or with the improvements or personal property Tenant’s Property therein, including, but not limited to, any liability for injury to person or property of Tenant, TenantXxxxxx's Representatives, Representatives or third party persons, and/or (v) Tenant's failure to perform any covenant or obligation of Tenant under this Lease. Tenant agrees that the obligations of Tenant herein shall survive the expiration or earlier termination of this Lease. Except to the extent of damage resulting from the sole active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant Xxxxxx agrees that neither Landlord nor any of Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, Premises or any other portion of the Building or the ParkProject, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Building Project. Except to the extent of damage resulting from the sole active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Landlord shall not be liable to Tenant, and Tenant waives all claims against Landlord, for injury or death to any person, damage to any property, or loss of use of any property in any portion of the Project by and from all causes, including without limitation, any defect in any portion of the Project and/or any damage or injury resulting from fire, steam, electricity, gas, water or rain, which may leak or flow from or into any part of the ParkPremises, or from breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, whether the damage or injury results from conditions arising upon the Premises or upon other portions of the Project or from other sources. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the BuildingBuilding or for the acts of any of the other tenants or occupants of the Building or Project.

LIMITATION OF LIABILITY AND INDEMNITY. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representativesrepresentatives or as otherwise expressly set forth herein, Tenant agrees to protect, defend (with counsel reasonably acceptable to Landlord) and hold Landlord and Landlord's ’s lenders, partners, members, property management company (if other than Landlord), agents, directors, officers, employees, representatives, contractors, shareholders, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, shareholdersheirs, successors and assigns (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, “Claims”) arising from or in any way related to, directly or indirectly, (i) Tenant's ’s or Tenant's ’s Representatives' ’ use of the Premises, Building and/or Premises and other portions of the ParkProject, (ii) the conduct of Tenant's ’s business, (iii) from any activity, work or thing done, permitted or suffered by Tenant in or about the Premises, (iv) in any way connected with the Premises Premises, the Alterations or with the improvements or personal property Tenant’s Property therein, including, but not limited to, any liability for injury to person or property of Tenant, Tenant's Representatives, ’s Representatives or third party parry persons, and/or (v) Tenant's ’s failure to perform any covenant or obligation of Tenant under this Lease. Notwithstanding anything to the contrary contained in the Lease, Landlord shall not be released or indemnified from Claims arising from, directly or indirectly, the gross negligence or willful misconduct of Landlord or Landlord’s Indemnitees, Landlord’s or Landlord’s Indemnitees’ violation of any Law, order or regulation, or a breach of Landlord’s obligations under the Lease. Tenant agrees that the obligations of Tenant herein shall survive the expiration or earlier termination of this Lease. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, Premises or any other portion of the Building or the ParkProject, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Building and/or the ParkProject. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the BuildingBuilding except to the extent expressly set forth in the Lease.

LIMITATION OF LIABILITY AND INDEMNITY. Except to the extent of damage Claims resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, agents, employees, contractors, licensees or invitees, or Landlord’s breach of this Lease and subject to the provisions of Section 12.5, Tenant agrees to protect, defend (with counsel reasonably acceptable to Landlord) and hold Landlord and Landlord's ’s lenders, partners, members, property management company (if other than Landlord), agents, directors, officers, employees, representatives, contractors, shareholders, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, shareholdersheirs, successors and assigns (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, “Claims”) arising from or in any way related to, directly or indirectly, (i) Tenant's ’s or Tenant's ’s Representatives' ’ use of the Premises, Building and/or the Park, (ii) the conduct of Tenant's ’s business, (iii) from any activity, work or thing done, permitted or suffered by Tenant in or about the Premises, and/or (iv) in any way connected with the Premises or with the improvements or personal property therein, including, but not limited to, any liability for injury to person or property of Tenant, Tenant's Representatives, or third party persons, and/or (v) Tenant's ’s failure to perform any covenant or obligation of Tenant under this Lease. Tenant agrees that the obligations of Tenant herein shall survive the expiration or earlier termination of this Lease. Except to the extent of damage Claims resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, agents, employees, contractors, licensees or invitees, or Landlord’s breach of this Lease, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, the Building or the Park, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Building and/or the Park. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the Building.

LIMITATION OF LIABILITY AND INDEMNITY. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, Tenant agrees to protect, defend (with counsel acceptable to Landlord) and hold Landlord and Landlord's ’s lenders, partners, members, property management company (if other than Landlord), agents, directors, officers, employees, representatives, contractors, shareholders, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, shareholdersheirs, successors and assigns (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, “Claims”) arising from or in any way related to, directly or indirectly, (i) Tenant's ’s or Tenant's ’s Representatives' ’ use of the Premises, Building and/or Premises and other portions of the ParkProject, (ii) the conduct of Tenant's ’s business, (iii) from any activity, work or thing done, permitted or suffered by Tenant in or about the Premises, (iv) in any way connected with the Premises Premises, the Alterations or with the improvements or personal property Tenant’s Property therein, including, but not limited to, any liability for injury to person or property of Tenant, Tenant's Representatives, ’s Representatives or third party persons, and/or (v) Tenant's ’s failure to perform any covenant or obligation of Tenant under this Lease. Tenant agrees that the obligations of Tenant herein shall survive the expiration or earlier termination of this Lease. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, Premises or any other portion of the Building or the ParkProject, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Building and/or the ParkProject. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, air or for any latent defect in the Premises or the Building.

LIMITATION OF LIABILITY AND INDEMNITY. 13.1 Except to the extent of damage resulting from the active gross violation of Laws by Landlord, negligence or willful misconduct of Landlord or its Landlord’s authorized employees, representatives, Tenant agents, licensees or contractors (collectively, “Landlord’s Representatives”), Tenant, agrees to protect, defend (with counsel reasonably acceptable to Landlord) and hold Landlord and Landlord's ’s lenders, partners, members, property management company (if other than Landlord), agents, directors, officers, employees, representatives, contractors, shareholders, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, shareholdersheirs, successors and assigns (collectively, the "“Landlord Indemnitees"”) harmless and indemnify the Landlord Indemnitees from and against all third-party liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, “Claims”) arising from or in any way related to, directly or indirectly, (i) Tenant's ’s or Tenant's ’s Representatives' ’ use of the Premises, Building and/or Premises and other portions of the ParkProject, (ii) the conduct of Tenant's ’s business, (iii) from any activity, work or thing done, done or permitted or suffered by Tenant in or about the Premises, (iv) in any way connected with the Premises or with the improvements or personal property therein, including, but not limited to, any liability for injury to person or property of Tenant, Tenant's Representatives, or third party persons’s Property, and/or (v) Tenant's ’s failure to perform any covenant or obligation of Tenant under this Lease. Tenant agrees that the obligations of Tenant herein shall survive the expiration or earlier termination of this Lease. Except [Any sums payable by Tenant pursuant to this Section that accrue prior to the extent of damage resulting from date that the active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns Maximum Guarantee Test has been made shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained paid by Tenant or by any person(sto Landlord within thirty (30) whomsoever who may at any time be using, occupying or visiting days after the Premises, date that the Building or the Park, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Building and/or the Park. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the BuildingMaximum Guarantee Test has been met.]

LIMITATION OF LIABILITY AND INDEMNITY. Except to the extent of damage Claims (defined below) resulting from the sole active gross negligence or willful misconduct of Landlord or its authorized representatives, Tenant agrees to protect, defend (with counsel reasonably acceptable to Landlord) and hold Landlord and Landlord's ’s lenders, partners, members, property management company (if other than Landlord), agents, directors, officers, employees, representatives, contractors, shareholders, successors and assigns and each of their respective partners, members, directors, officers, employees, representatives, agents, contractors, shareholdersheirs, successors and assigns (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, “Claims”) arising from or in any way related to, directly or indirectly, (i) Tenant's ’s or Tenant's ’s Representatives' ’ use of the Premises, Building and/or Premises and other portions of the ParkProject, (ii) the conduct of Tenant's ’s business, (iii) from any activity, work or thing done, permitted or suffered by Tenant in or about the Premises, and/or (iv) in any way connected with the Premises or with the improvements or personal property therein, including, but not limited to, any liability for injury to person or property of Tenant, Tenant's Representatives, or third party persons, and/or (v) Tenant's ’s failure to perform any covenant or obligation of Tenant under this Lease. Tenant agrees that the obligations of Tenant herein shall survive the expiration or earlier termination of this Lease. Except to the extent of damage Claims resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, Premises or any other portion of the Building or the ParkProject, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Building and/or the ParkProject. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the Building.