Non Liability and Indemnification. 19.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises. 19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.
Appears in 2 contracts
Samples: Lease Agreement (Blue Apron Holdings, Inc.), Lease Agreement (Blue Apron Holdings, Inc.)
Non Liability and Indemnification. 19.01 (a) Neither the Landlord nor any agent or employee of Landlord its agents shall be liable for any damage to property of the Tenant entrusted to employees of the Building, nor to any property, goods, or things contained in the Leased Premises or stored in the Garage or any other part of the Building, or in the Outside or Garage Parking Areas. Except to the extent of any proceeds of any insurance policy carried either by the Landlord or the Tenant, compensates the Tenant, the Landlord shall not be liable for any injury or damage to Tenant or property on the Land or in the Building or to the business of the Tenant, or any interruption thereof, resulting from theft, burglary, explosion, wind or accident, falling plaster, steam, gas, electricity, water, rain or snow, leakage from any part of the Building or from pipes, appliances, or plumbing works in the Building or from the street or sub-surface thereof or from any other person source, or from dampness, or from damage occasioned by workmen engaged in making repairs or alterations in or upon the Building or the Land, or from damage by other Tenants or persons in the Building or on the Land, or for interference with the light or other incorporeal hereditaments, or caused by operations in the construction of any public or quasi-public work, or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injurywhatsoever nature. With respect to any loss, damage or injury of any nature whatsoever to property or persons for which Tenant is insured, Tenant shall obtain from its insurance carrier and will deliver to Landlord, waivers of the subrogation rights under the respective policies. Landlord agrees to always maintain all risk insurance on the Building and improvements for full replacement value covering any loss, unless caused damage or injury arising out of fire or other casualty, including but not limited to, insurance for damage to property arising from intentional acts of the Landlord, and Landlord agrees to obtain from its insurance carrier and will deliver to Tenant, waivers of the subrogation rights against the Tenant under any such insurance policies and Landlord waives all claims against Tenant for any loss resulting from any act or omission by or due to the negligence or willful misconduct of LandlordTenant, its agents, servants, invitees, contractors or employees occurring employees. Additionally, in the event of any loss or damage to the Building the Premises and/or any contents each party waives all claims against the other for any such loss or damage and each party shall look only to any insurance which it has obtained to protect against such loss and each party shall obtain, for each policy of such insurance, provisions waiving any claims against the other party for loss or damage within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premisesinsurance.
19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding.
19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise way affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies supply or labor resulting therefrom, acts of God or other like cause beyond Landlord’s 's control. In no event shall Tenant be entitled to a claim of constructive eviction from the Leased Premises unless Tenant shall first have notified Landlord, in writing, of the condition or conditions giving rise thereto, and, if the complaints be justified, unless Landlord shall have failed within a reasonable controltime, after receipt of such written notice, to remedy, or commence and proceed with due diligence to remedy, such condition or conditions.
(c) Except to the extent of the proceeds of any fire or other casualty insurance policy of the Landlord, The Tenant shall indemnify and save harmless the Landlord from, and shall reimburse the Landlord as Additional Rent for all expenses damages, or fines incurred or suffered by the Landlord by reason of any third party claims arising as a result of any breach, violation, or non-performance by the Tenant, or the Tenant's servants, employees or agents, of any covenant or provision of this Lease, or by reason of damage or injury to persons or property other than Landlord's or that under Landlord's care, custody and control caused by the Tenant's moving property in or out of the Building, or by the installation or removal of furniture or other property of the Tenant, or arising out of the occupancy or use by the Tenant of the Leased Premises, or the Building of which they form a part or the Land, or of the Outside or Garage Parking Areas, or any part thereof, or from any other cause due to the carelessness, negligence or improper conduct of the Tenant or the Tenant's servants or agents.
(d) The Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt immediate notice to the indemnitor Landlord in case of fire or accident occurring on the Leased Premises, and of any claimdefect or condition of disrepair in the Leased Premises, or in any fixtures or equipment forming a part thereof.
(e) In support of its obligations hereunder the Tenant, at Tenant's own cost and expense, shall cooperate with obtain or provide and keep in full force for the indemnitor in defense benefit of the claim thereof Tenant and the Landlord, during the term hereof, general public liability insurance, naming Landlord as may an additional named insured against any and all liability or claims of liability arising out of, occasioned by or resulting from any accident or otherwise in or about the Leased Premises, for injuries to any person or persons for limits of not less than $1,000,000.00 for injuries to one person and $3,000,000.00 for injuries to more than one person, in any one accident or occurrence, and for loss or damage to the property of any person or persons, for not less than $1,000,000.00. The policy or policies of insurance shall be reasonably required of a company or companies authorized to do business in the State of New Jersey and Certificates of Insurance showing Landlord's interest shall not settle such claim without indemnitor’s prior written consentbe delivered to the Landlord, together with evidence of the payment of the premiums therefor, not less than fifteen days prior to be unreasonably withheldthe commencement of the Term hereof or of the date when the Tenant shall enter into possession, delayed whichever occurs sooner. At least fifteen days prior to the expiration or conditionedtermination date of any policy, the Tenant shall deliver a renewal or replacement Certificate of Insurance showing Landlord's interest with proof of the payment of the premium therefor.
Appears in 2 contracts
Samples: Lease Renewal Agreement (Boron Lepore & Associates Inc), Lease Renewal Agreement (Boron Lepore & Associates Inc)
Non Liability and Indemnification. 19.01 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors agents or employees occurring within the scope of their respective employmentsemployments without negligence on the part of Tenant, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 21.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) claims (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord for Landlord’s or Tenant’s account) in or about the Demised Premises during the Term term of this Lease lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises, or (ii) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding.
19.03 21.03 Except as otherwise expressly provided in this Leaselease, this Lease lease and the obligations of Tenant hereunder shall be in no wise ways affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, .
21.04 Landlord shall defend and indemnify Tenant shall have no right and its agents against and from any and all claims excluding claims for consequential damages to the extent arising from Landlord’s failure to comply with its obligations as Landlord pursuant to the requirements of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the otheror from any negligent act or omission of Landlord or any person acting for or on behalf of Landlord all costs, the indemnitee shall give prompt notice to the indemnitor expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. In case any action or proceeding be brought against Tenant by reason of any such claim, Landlord, upon notice from Tenant, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required resist and shall not settle defend such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed action or conditionedproceeding.
Appears in 2 contracts
Samples: Lease Agreement (Angion Biomedica Corp.), Lease (Angion Biomedica Corp.)
Non Liability and Indemnification. 19.01 17.1 Neither Landlord nor any agent Landlord’s agents, officers, directors, shareholders, partners or employee of Landlord principals (disclosed or undisclosed) shall be liable to Tenant for or Tenant’s agents, employees, contractors, invitees or licensees or any other occupant of the Premises, and Tenant shall save Landlord, Landlord’s agents, the Superior Lessor and the Superior Mortgagee and their respective agents, employees, contractors, officers, directors, shareholders, partners and principals (disclosed or undisclosed) harmless from any loss, cost, liability, claim, damage, expense (including reasonable attorneys’ fees and disbursements), penalty or fine incurred in connection with or arising from any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any of Tenant’s Property or of the property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless loss (including the acts or negligence of any tenant or of any owners or occupants of adjacent or neighboring property or caused by operations in construction of any private, public or quasi-public work) unless due to the negligence of Landlord or willful misconduct Landlord’s employees or agents without contributory negligence on the part of LandlordTenant, its employees, agents, contractors contractors, invitees or employees occurring within the scope of their respective employmentslicensees, it being understood that no property, property other than such as might normally be brought upon or kept in the Demised Premises as incident incidental to the reasonable use of the Demised Premises for the purpose purposes herein permitted, permitted will be brought upon or be kept in the Demised Premises; provided, however, that even if due to any such negligence of Landlord or Landlord’s agents, Tenant waives, to the full extent permitted by law, any claim for consequential damages in connection therewith. Landlord and Landlord’s agents shall not be liable, to the extent of Tenant’s insurance coverage, for any loss or damage to any person or property even if due to the negligence of Landlord or Landlord’s agents. Any Building employee to whom any property shall be entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant’s agent with respect to such property and neither Landlord nor Landlord’s agents shall be liable for any loss of or damage to any such property by theft or otherwise.
19.02 17.2 No representation, guaranty or warranty is made or assurance given that the communications or security systems, devices or procedures of the Building, if any, will be effective to prevent injury to Tenant shall indemnify or any other person or damage to, or loss (by theft or otherwise) of, any of Tenant’s Property or of the property of any other person, and save harmless Landlord reserves the right to discontinue or modify at any time such communications or security systems or procedures without liability to Tenant.
17.3 Tenant hereby indemnifies Landlord, Landlord’s agents, each Superior Lessor and its agents each Superior Mortgagee against and liability in connection with or arising from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) default by Tenant in the conduct or management performance of any of the Demised Premises or of any business therein by Tenant during the Term terms of this LeaseLease on Tenant’s part to be performed, or (yb) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person claiming through or under Tenant, or (c) any work acts, omissions or thing whatsoever done, negligence of Tenant or any condition created by such person or the contractors, agents, employees, invitees or licensees of Tenant or any such person, in or about the Demised Premises Premises, the Real Property or the Project either prior to, during or after the Term of this Lease or during expiration of, the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereonTerm. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case If any action or proceeding shall be brought against Landlord by reason of or Landlord’s agents, or the Superior Lessor or the Superior Mortgagee, based upon any such claim, claim and if Tenant, upon notice from Landlord Landlord, shall from time cause such action or proceeding to timebe defended at Tenant’s expense by counsel reasonably satisfactory to Landlord, pay all without any disclaimer of liability by Tenant in connection with such claim, Tenant shall not be required to indemnify Landlord, Landlord’s costs agents, the Superior Lessor or the Superior Mortgagee for attorneys’ fees and expenses incurred to resist and defend disbursements in connection with such action or proceeding.
19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and 17.4 Tenant shall have no right pay to Landlord as Additional Rent, within 30 days following rendition by Landlord to Tenant of offset against any Fixed Rent bills or Additional Rent due hereunder for any reason whatsoever. Wherever statements therefor, sums equal to all losses, costs, liabilities, claims, damages, fines, penalties and expenses referred to in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedSection 17.3.
Appears in 2 contracts
Samples: Lease Agreement (Cerecor Inc.), Lease Agreement (Cerecor Inc.)
Non Liability and Indemnification. 19.01 (a) Neither Landlord nor any agent or employee of Landlord Superior Lessor nor any Superior Mortgagee (as applicable) shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toperson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless caused by or resulting from the gross negligence, willful misconduct or breach of this Lease by Landlord, the Superior Lessor, the Superior Mortgagee or their respective agents, contractors, invitees or employees. Notwithstanding any other provisions in this Lease to the contrary, neither Landlord nor any Superior Lessor nor any Superior Mortgagee shall be liable for any damage caused by other tenants or persons in, on or about the Landlord Units or Buildings.
(b) Any Building employee to whom any property shall be entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant’s agent with respect to such property and neither Landlord nor its agents shall be liable for any damage to such property, or for loss of or damage to any property of Tenant by theft or otherwise (other than in the performance of Landlord’s obligations hereunder or to the extent deriving from gross negligence or willful misconduct on the part of Landlord (or an employee of Landlord acting within the scope of his or her employment)). Except to the extent deriving from gross negligence or willful misconduct on the part of Landlord, and subject to the mutual waivers contained in Section 9.5 of this Lease, Landlord shall not be liable for any injury or damage to persons or property or interruption of Tenant’s business resulting from fire or casualty, any damages caused by other tenants or persons in the Buildings or by construction of any private, public, or quasi-public work, or any latent defect in the Premises or in the Buildings.
16.2 Notwithstanding any provision to the contrary, the liability of Landlord for Landlord’s obligations under this Lease shall be limited to Landlord’s interest in the Landlord Units comprising the Premises and the proceeds thereof (including, without limitation, insurance and condemnation proceeds, security deposits which become the property of Landlord, escrows which become the property of Landlord, Landlord’s interest in this Lease, and the proceeds from any sale or other disposition of the Property), and Tenant shall not look to any other property or assets of Landlord or the property or assets of any direct or indirect partner, member, manager, shareholder, director, officer, principal, employee or agent of Landlord (collectively, the “Parties”) in seeking either to enforce Landlord’s obligations under this Lease or to satisfy a judgment for Landlord’s failure to perform such obligations; and none of the Parties shall be personally liable for the performance of Landlord’s obligations under this Lease, and if in violation of the foregoing Tenant acquires a lien on or interest in any other properties or assets by judgment or otherwise, Tenant shall promptly release such lien or interest in such other properties and assets by executing, acknowledging and delivering to Landlord an instrument to that effect prepared by Landlord’s attorneys.
16.3 Tenant shall indemnify and save harmless Landlord, Landlord Affiliates and their respective agents against and from (a) any and all claims, costs or expenses (including, but not limited, to reasonable counsel fees) (i) to the extent resulting from (x) the conduct or management of the Premises or of any business therein or any act or omission of Tenant, its permitted subtenants, Permitted Tenant Parties, patrons or licensees or its or their employees, agents or contractors at the Property (other than that which is caused by Landlord’s gross negligence or willful misconduct), or (y) any work or thing whatsoever done, or any condition created (other than by Landlord, a Landlord Affiliate or any agent, employee, licensee or invitee of Landlord or a Landlord Affiliate, as the case may be, but including any work done by Landlord or a Landlord Affiliate for Tenant’s account in curing a default by Tenant hereunder, if any, and also including work done by or on behalf of Tenant and consented to by Landlord) in or about the Premises or any of the other Tenant Areas during the term of this Lease, or (ii) arising from any negligent or willful misconduct of Tenant or any of its permitted subtenants, patrons or licensees or its or their employees, agents or contractors or any other Permitted Tenant Party, and (b) all reasonable costs, expenses and liabilities actually incurred in connection with each such claim or action or proceeding brought thereon. In case any action or proceeding be brought against Landlord or any Landlord Affiliate by reason of any such claim, Tenant, upon notice from Landlord, shall, from time to time at the request of Landlord or such Landlord Affiliate, pay all of Landlord’s or such Landlord Affiliate’s reasonable costs and expenses incurred to resist and defend such action or proceeding. Tenant shall also indemnify Landlord or the applicable Landlord Affiliate with respect to a termination of the Sign Period during the Initial Term of this Lease due to Tenant’s default under this Lease including, without limitation, all costs required to reacquire such signage rights. With respect to any matter for which Tenant shall indemnify Landlord or a Landlord Affiliate hereunder, Landlord or such Landlord Affiliate shall not settle or compromise such matter without the consent of Tenant, such consent not to be unreasonably withheld, and if Tenant shall not be resisting and defending such action or proceeding, Landlord or such Landlord Affiliate, upon notice to Tenant, may resist or defend any such action or proceeding, at Tenant’s expense (it being understood that Landlord or such Landlord Affiliate shall use counsel reasonably satisfactory to Tenant, and Landlord’s or Landlord Affiliate’s insurance company counsel shall be deemed satisfactory). Tenant shall have no obligation to indemnify or hold harmless Landlord, Landlord Affiliates and their respective agents pursuant to this paragraph to the extent that any of such claim of a third party results from the gross negligence or willful misconduct of Landlord, its agents, contractors Landlord Affiliates or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premisesagents.
19.02 Tenant 16.4 Landlord shall indemnify and save harmless Landlord Tenant and its agents against and from (a) any and all claims, costs or expenses (including, but not limited limited, to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent gross negligence or otherwise wrongful act willful misconduct or bad faith acts of Tenant Landlord or any of its subtenants or licensees GECC or its or their employees, agents or contractors, contractors and (b) all reasonable costs, expenses and liabilities actually incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be is brought against Landlord Tenant by reason of any such claim, TenantLandlord, upon notice from Landlord shall Tenant, shall, from time to timetime at the request of Tenant, pay all of LandlordTenant’s reasonable costs and expenses incurred to resist and defend such action or proceeding.
19.03 Except as otherwise expressly provided in this Lease. With respect to any matter for which Landlord shall indemnify Tenant hereunder, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle or compromise such claim matter without indemnitor’s prior written consentthe consent of Landlord, such consent not to be unreasonably withheld, delayed and if Landlord shall not be resisting and defending such action or conditionedproceeding, Tenant upon notice to Landlord may resist or defend any such action or proceeding, at Landlord’s expense (it being understood that Tenant shall use counsel reasonably satisfactory to Landlord, and Tenant’s insurance company counsel shall be deemed satisfactory). Landlord shall have no obligation to indemnify or hold harmless Tenant and its agents pursuant to this paragraph to the extent that any of such claim of a third party results from the gross negligence or willful misconduct of Tenant, Tenant Affiliates or their respective agents.
16.5 If any claim, action or proceeding is made or brought against a party indemnified under Sections 16.3 or 16.4 of this Lease (“Indemnitee”), then upon demand by Indemnitee, the indemnifying party (“Indemnitor”), at Indemnitor’s sole cost and expense, shall resist or defend such claim, action or proceeding in Indemnitee’s name, if necessary, by the attorneys for Indemnitor’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Indemnitee shall approve, which approval shall not be unreasonably withheld, conditioned or delayed, and Indemnitee shall cooperate, at no cost to itself unless reimbursed by Indemnitor, with Indemnitor’s counsel or such insurance carrier, in the defense of such claim. Indemnitee shall not enter into any settlement of any such claim without the prior written consent of Indemnitor. Indemnitee shall notify Indemnitor promptly of any claim, action or proceeding made or brought against Indemnitee as to which indemnification may be sought hereunder. If Indemnitee shall fail to timely notify Indemnitor of a claim and, as a result of such failure, Indemnitor’s insurance coverage is prejudiced, or Indemnitor is otherwise materially prejudiced in the defense of such claim, Indemnitor shall be released from its obligation to indemnify Indemnitee, but only to the extent of such prejudice. The Indemnitor shall not, in the defense of such claim, action or proceeding, consent to the entry of any judgment or award, or enter into any settlement, except in either event with the prior consent of each Indemnitee, which consent shall not be unreasonably withheld or delayed. To the extent any Indemnitee declines to consent to a bona fide offer of settlement or compromise proposed by Indemnitor which fully exonerates the Indemnitee, provides for no admission of guilt by the Indemnitee and which does not have an adverse affect on Indemnitee’s reputation, the Indemnitor shall continue to defend, but the amount of such offer of settlement shall be the limit of the Indemnitor’s liability with respect to such claim, action or proceeding with respect to the Indemnitee that declined such offer. Unless each Indemnitee otherwise consents, such judgment, award or settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff to each accepting Indemnitee of a release from all liability in respect of such claim, action or proceeding and such settlement shall entail no adverse effects upon each Indemnitee, either directly or indirectly.
16.6 Landlord and any Landlord Affiliate, on the one hand, and Tenant, on the other hand, may be jointly and severally liable under the Unit Owners Agreement for the performance of obligations relating to or arising out of their ownership and/or occupancy of any portions of the Buildings. The parties acknowledge and agree that to the extent such obligation(s) are (i) the result of any act or omission of Tenant or any other party Tenant invited to the Premises, Tenant shall reimburse Landlord for any costs or expenses incurred by Landlord with respect to such obligation(s), and (ii) the result of any act or omission of Landlord, any such Landlord Affiliate or any other party invited to the Xxxxxxxx Xxxxx, Xxxxxxxx shall reimburse Tenant for any costs or expenses incurred by Tenant with respect to such obligation(s).
Appears in 2 contracts
Samples: NBC Lease Agreement (NBCUniversal Media, LLC), NBC Lease Agreement (NBCUniversal Media, LLC)
Non Liability and Indemnification. 19.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, to or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, loss unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, including but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Lease, Lease or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, employees agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or and willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding.
19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.
Appears in 2 contracts
Samples: Lease Agreement (Blue Apron Holdings, Inc.), Lease Agreement (Blue Apron Holdings, Inc.)
Non Liability and Indemnification. 19.01 20.1 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft then or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage damage, or loss, unless caused by or due to the negligence or willful misconduct act or omission of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premisesemployees.
19.02 20.2 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) claims (i) arising from (x) the conduct or management of the Demised Premises Praxes or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord for Landlord's or Tenant's account) in or about the Demised Premises during the Term term of this Lease or during the period of time, if any, prior to the Term Commencement Date day the Tenant takes occupancy of the Demised Premises that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises, or (ii) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants subtenants, invitees or licensees or its or their employees, agents agents, or contractors, and (b) all costs, expenses expenses, and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, Tenant upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding.
19.03 Except as otherwise expressly provided 20.3 Landlord shall indemnify and save harmless Tenant and its agents against and from (a) any and all claims (i) arising from (x) the conduct or management of the Building by Landlord and/or its agents or (y) any work or thing whatsoever done, or any condition created (other than by Tenant for Landlord's or Tenant's account) in or about the Building caused by Landlord or its agents during the term of this Lease, this Lease and the obligations or (iii) arising from any negligent or otherwise wrongful act or omission of Tenant hereunder shall be in no wise affected, impaired Landlord or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strikeemployees, other labor troubleagents, governmental pre-emption or priorities contractors, and (b) all costs, expenses, and liabilities incurred in or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle each such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.or
Appears in 2 contracts
Samples: Lease Agreement (Globespan Semiconductor Inc), Lease Agreement (Paradyne Corp)
Non Liability and Indemnification. 19.01 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors agents or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 (a) Except for claims covered by Landlord's indemnification under Sections 21.02(b), Tenant shall indemnify and save harmless Landlord and its agents against and from (ai) any and all claims, costs or expenses claims (including, but not limited to reasonable counsel fees) (ix) arising from (xA) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (yB) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord for Landlord's or Tenant's account) in or about the Demised Premises during the Term term of this Lease lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises, or (iiY) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (bii) all reasonable costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding.
19.03 (b) Except for claims covered by Tenant's indemnification under Section 21.02(a), Landlord shall indemnify and save harmless Tenant and its agents against and from (i) any and all claims (x) arising from (A) the conduct or management of the Building (other than the Demised Premises) or of any business therein including, without limitation, Landlord's obligations pursuant to Section 10.01(a), or (B) any work or thing whatsoever done, or any condition created (other than by Tenant) in or about the Building (other than the Demised Premises) during the term of this lease, or (y) arising from any negligent or otherwise wrongful act or omission of Landlord or any of its tenants or licensees or its or their employees, agents or contractors, and (ii) all reasonable costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. In case any action or proceeding be brought against Tenant by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding.
21.03 Except as otherwise expressly provided in this Leaselease, this Lease lease and the obligations of Landlord or Tenant hereunder shall be in no wise affected, impaired or excused because Landlord the other party is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s such other party's reasonable control, but excluding inability to pay or unavailability of funds. Landlord and Tenant shall have each use reasonable diligence to effect performance of their respective obligations promptly after the condition causing its respective inability to, or delay in, performing their respective obligations under this lease no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedlonger exists.
Appears in 1 contract
Non Liability and Indemnification. 19.01 20.01. Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage damage, or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident but subject to the reasonable use contributory negligence laws of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premisesjurisdiction.
19.02 20.02. Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) claims (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord for Landlord's or Tenant's account) in or about the Demised Premises during the Term term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises, or (ii) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants subtenants, invitees or licensees or its or their employees, agents agents, or contractors, and (b) all costs, expenses expenses, and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding.
19.03 20.03. Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor troubletrouble (other than Landlord's own employees), governmental pre-emption preemption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, fuel supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s 's reasonable control.
20.04. Landlord shall indemnify and save harmless Tenant and its agents against and from (a) any and all claims (i) arising from (x) the conduct or management of the Building or of any business therein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant for Landlord's or Tenant's account) in or about the Building or the Demised Premises during the term of this Lease or during the period of time, if any, prior to the Commencement Date, or (ii) arising from any negligent or otherwise wrongful act or omission of Landlord or any of its subtenants, invitees or licensees or its or their employees, agents, or contractors, and (b) all costs, expenses, and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. In case any action or proceeding be brought against Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any by reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any such claim, Landlord, upon notice from Tenant, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required resist and shall not settle defend such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed action or conditionedproceeding.
Appears in 1 contract
Samples: Lease Agreement (Intelligroup Inc)
Non Liability and Indemnification. 19.01 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 21.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (ai) any and all claims, costs or expenses claims (including, but not limited to reasonable counsel fees) (ix) arising from (xA) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (yB) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord for Landlord’s or Tenant’s account) in or about the Demised Premises during the Term term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises, or (iiy) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants or licensees or its or their employees, agents or contractorscontractors even if the claims described in (x) or (y) above arise out of the concurrent negligence of Landlord, and (bii) all reasonable costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingproceeding by attorneys reasonably acceptable to Landlord, Landlord agreeing that the attorneys for the insurance company providing Tenant’s insurance are acceptable.
19.03 21.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees control (hereinafter referred to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned“Unavoidable Delays”).
Appears in 1 contract
Non Liability and Indemnification. 19.01 20.01. Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, of any property of Tenant or of any other person, irrespective of the cause of such injury, damage damage, or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within without contributory negligence on the scope part of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised PremisesTenant.
19.02 20.02. Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) claims (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord for Landlord's or Tenant's account) in or about the Demised Premises during the Term term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises, or (ii) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants subtenants, invitees or licensees or its or their employees, agents agents, or contractors, and (b) all costs, expenses expenses, and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding.
19.03 20.03. Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise way affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, fuel supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s 's reasonable control.
20.04. Landlord shall indemnify and save harmless Tenant and its agents against and from (a) any and all claims (i) arising from (x) the conduct or management of the Building or of any business therein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant for Landlord's or Tenant's account) in or about the Building or the Demised Premises during the term of this Lease or during the period of time, if any, prior to the Commencement Date, or (ii) arising from any negligent or otherwise wrongful act or omission of Landlord or any of its subtenants, invitees or licensees or its or their employees, agents, or contractors, and (b) all costs, expenses, and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. In case any action or proceeding be brought against Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any by reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any such claim, Landlord, upon notice from Tenant, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required resist and shall not settle defend such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed action or conditionedproceeding.
Appears in 1 contract
Samples: Lease Agreement (I Many Inc)
Non Liability and Indemnification. 19.01 Neither Landlord nor any agent 23.01. None of Landlord, Superior Mortgagee, Superior Lessor, their respective partners, joint venturers, directors, officers, agents, servants or employee of Landlord employees shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toPerson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless caused by or due to resulting from the negligence intentional or willful misconduct of Landlord, its agents, contractors servants or employees occurring within in the scope operation or maintenance of the Land or Building to the extent caused by such intentional or willful misconduct. Further, Landlord, Superior Mortgagee, Superior Lessor or their respective employmentspartners, it being understood that no propertyjoint venturers, other than such as might normally directors, officers, agents, servants or employees shall not be brought upon or kept in the Demised Premises as incident liable to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) for any and all claimssuch damage caused by other tenants or Persons in, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in upon or about the Demised Premises during the Term of this Lease Land or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsBuilding, or (ii) arising from caused by operations in construction of any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees private work, performed by someone other than Landlord or its or their employees, agents or contractors, and or by public or quasi-public work; or (b) all costseven in the event of intentional or willful misconduct, expenses and liabilities incurred in for consequential damages arising out of any loss of use of the Demised Premises or in connection with each such claim any equipment or action facilities therein by Tenant or proceeding brought thereonany Person claiming through, against or under Tenant.
23.02. Notwithstanding anything any provision to the contrary, Tenant shall look solely be obligated hereunder if to the estate and property of Landlord in and to the Land and Building (or the proceeds received by Landlord on a sale of such claims, costs estate and property but not the proceeds of any financing or expenses arise refinancing thereof) in the event of any claim against Landlord arising out of or in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding.
19.03 Except as otherwise expressly provided in this Lease, this Lease the relationship of Landlord and Tenant or Tenant’s use of the obligations Demised Premises or the Common Areas, and Tenant agrees that the liability of Tenant hereunder shall be in no wise affected, impaired the Landlord arising out of or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national this Lease, the relationship of Landlord and Tenant or Tenant’s use of the Demised Premises or the Common Areas shall be limited to such estate and property of Landlord (or sale proceeds). No other public emergency properties or shortages assets of fuelLandlord or any partner, supplies joint venturer, director, officer, agent, servant or labor resulting therefromemployee of Landlord shall be subject to levy, acts of God execution or other like cause beyond enforcement procedures for the satisfaction of any judgment (or other judicial process) or for the satisfaction of any other remedy of Tenant arising out of, or in connection with, this Lease, the relationship of Landlord and Tenant or Tenant’s use of the Demised Premises or the Common Areas and if Tenant shall acquire a lien on or interest in any other properties or assets by judgment or otherwise, Tenant shall promptly release such lien on or interest in such other properties and assets by executing, acknowledging and delivering to Landlord an instrument to that effect prepared by Landlord’s reasonable control, and attorneys. Tenant shall have no hereby waives the right of offset against specific performance and any Fixed Rent other remedy allowed in equity if specific performance or Additional Rent due hereunder such other remedy could result in any liability of Landlord for the payment of money to Tenant or to any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedthird party.
Appears in 1 contract
Non Liability and Indemnification. 19.01 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant, its employees, agents, contractors and licensees, and Tenant shall hold Landlord harmless for any injury or damage occurring on or about the Demised Premises during the term of this Lease to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or and/or of any other person, irrespective of the cause of such injury, damage or loss, unless (with respect to personal injury only) such injury was caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors agents or employees occurring within without contributory negligence on the scope part of their respective employments, Tenant; it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose purposes herein permitted, will be brought upon or be kept in the Demised Premises. Landlord shall not be liable in any event for loss of, or damage to, any property entrusted to any of Landlord's employees or agents by Tenant without Landlord's specific written consent.
19.02 21.02 Landlord and Tenant shall defend, indemnify and save each other harmless Landlord and its their respective agents and employees against and from (a) any and all liabilities, obligations, damages, penalties, claims, costs costs, charges and expenses, including reasonable architects' and attorneys' fees, which may be imposed upon or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct incurred by or management asserted against such other party and/or its agents or employees by reason of any of the Demised Premises or of any business therein by Tenant following occurring during the Term term of this Lease, or (y) during any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, time prior to the Term Commencement Date that Tenant may have been given access to or possession of all or any part of the Demised Premises if arising due pursuant to Tenant’s actionsSection 3.03:
(a) Any work or thing done in or about the Demised Premises or any part thereof by or at the instance of the indemnifying party, its agents, contractors, subcontractors, servants, employees, licensees or invitees;
(iib) arising from any negligent negligence or otherwise wrongful act or omission on the part of Tenant the indemnifying party or any of its subtenants or agents, contractors, subcontractors, servants, employees, subtenants, licensees or invitees;
(c) any accident, injury or damage to any person or property occurring in, on or about (1) the Demised Premises or any part thereof (with regard to Tenant) or (2) the Common Areas (with regard to Landlord);
(d) any failure on the part of the indemnifying party to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Lease on its part to be performed or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables faultcomplied with. In case any action or proceeding be is brought against Landlord the party to be indemnified by reason of any such claim, Tenant, the indemnifying party upon written notice from Landlord the other, shall from time to time, pay all of Landlord’s costs and expenses incurred to at the indemnifying party's expense resist and or defend such action or proceedingproceeding by counsel approved by the other party in writing, which approval such other party shall not unreasonably withhold.
19.03 21.03 Whenever either party shall be obligated under the terms of this Lease to indemnify the other party, the indemnifying party may select legal counsel (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) and shall keep the indemnified party fully apprised at all times of the status of such defense. Legal counsel of the insurer for either party is hereby deemed satisfactory to both parties.
21.04 Except as otherwise expressly provided in this Leaseherein, this Lease and the obligations of Tenant to pay rent hereunder and perform all of the other covenants, agreements, terms, provisions and conditions hereunder on the part of Tenant to be performed shall be in no wise way be affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, fulfill any of its obligations under this Lease or is unable to supply or is delayed in supplying any service, express or implied, to be supplied or is unable to make or is delayed in supplying any equipment or fixtures if Landlord is prevented or delayed from so doing by reason of strikeany cause whatsoever beyond Landlord's reasonable control, other including, but not limited to, Acts of God, strikes, labor troubletroubles, governmental pre-emption or priorities or other controls preemption in connection with a national other public emergency or shortages by reason of fuelany rule, supplies order or labor resulting therefromregulation of any department or subdivision thereof of any governmental agency or by reason of the conditions of supply and demand which have been or are affected by war, acts of God hostilities or other like cause beyond Landlord’s similar emergency; provided that Landlord shall in each instance exercise reasonable controldiligence to effect performance when and as soon as possible.
21.05 Notwithstanding any contrary provisions of this Lease whatsoever, including, without limitation, those pertaining to use and Permitted Use, Tenant shall not use, or permit the use of the Demised Premises, the Building or the complex so as to create or result in, directly or indirectly, (a) any sudden or gradual spill, leak, discharge, escape, seepage, infiltration, abandonment, dumping, disposal or storage (except in compliance with applicable laws) of any hazardous or industrial waste, substance or contamination, effluent, sewage, pollution or other detrimental or deleterious material or substance (including without limitation asbestos), or the disposal, storage or abandonment on the Complex of any material, tank or container holding or contaminated by any of the foregoing residues thereof, or the installation of any material or product containing or composed of any of the foregoing, in, on, from, under or above the Complex (the foregoing occurrences being hereinafter collectively called "Environmental Hazard"), or (b) any violation, or state of facts or condition which would result in a violation, of any Federal, State or local statute, law, code, rule, regulation or order applicable to any Environmental Hazard (the foregoing being hereinafter collectively call "Legal Violation"). In the event of the violation of the foregoing by Tenant, in addition to all other rights and remedies of Landlord under this Lease, regardless of when the existence of the Environmental Hazard or Legal Violation is determined, and whether during the Term or after the Expiration Date, (1) Tenant shall, immediately upon notice from Landlord, at Tenant's sole cost and expense, at Landlord's option, either (x) take all action necessary to test, identify and monitor the Environmental Hazard and to remove the Environmental Hazard from the Complex and dispose of the same and restore the Complex to the condition existing prior to such removal, and/or to remedy any Legal Violation, all in accordance with applicable Federal, State and local statutes, laws, codes, rules, regulations or orders or (y) reimburse Landlord for all costs and expenses incurred by Landlord for engineering or environmental consultant or laboratory services, in testing, investigating, identifying and monitoring the Environmental Hazard and in removing and disposing of the Environmental Hazard and in restoring the Complex, and/or in remedying any Legal Violation, and (ii) Tenant shall, and hereby does agree to defend with legal counsel acceptable to Landlord, indemnify and save harmless Landlord and Others in Interest against and from all liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including architects' and attorneys' fees and disbursements which may be imposed upon or incurred by or asserted against Landlord and Others in Interest, whether by any governmental authority, Tenant or other third party, by reason of any violation or alleged violation of any of the foregoing provisions of this Section. Notwithstanding the foregoing, Tenant shall have no right responsibility nor liability to Landlord on account of offset against any Fixed Rent Environmental Hazard or Additional Rent due hereunder for Legal Violation relating to those portions of the Complex or the Building outside of the Demised Premises unless same (i) was caused, directly or indirectly, by Tenant or its employees, agents, licensees or invitees or (ii) resulted, directly or indirectly from conditions within the Demised Premises. Landlord hereby warrants and represents to Tenant that Landlord has not received any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt written notice of (i) any Legal Violation with respect to the indemnitor Building or the Demised Premises, or (i) the existence of any claim, shall cooperate with Environmental Hazard at the indemnitor in defense of Building or the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedDemised Premises.
Appears in 1 contract
Samples: Lease (At Plan Inc)
Non Liability and Indemnification. 19.01 20.1 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the willful acts or gross negligence or willful misconduct of Landlord, its agents, contractors agents or employees occurring within the scope of their respective employmentsemployments without negligence on the part of Tenant, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 20.2 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) claims (i) arising from (x) the conduct or management by Tenant of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises, or (ii) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants or licensees or its or their employees, agents agents, visitors, invitees or contractorscontractors or subcontractors of any tier, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingproceeding at Tenant's expense by counsel reasonably satisfactory to Landlord, without any disclaimer of liability in connection with such claim.
19.03 20.3 Except as otherwise expressly provided in this Leaselease, this Lease lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease lease by reason of strike, other labor trouble, governmental pre-emption preemption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s 's reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Non Liability and Indemnification. 19.01 (a) Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) ofotherwise)of, any property of Tenant or of any other person, irrespective of the cause of such injuryinjury or damage, damage or loss, unless loss caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors agents or employees occurring occuring within the scope of their respective employmentsemployment, without negligence on the part of Tenant, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises Premised as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 (b) Tenant shall indemnify and save harmless Landlord and its agents against and from (ai) any and all claims, costs or expenses claims (including, but not limited to reasonable counsel fees) (ix) arising from (xA) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (yB) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord for Landlord's or Tenant's account) in or about the Demised Premises during the Term term of this Lease lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises, or (iiy) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants or licensees licenses or its or their employees, agents or contractors, and (bii) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingproceeding with counsel reasonably acceptable to Landlord.
19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Non Liability and Indemnification. 19.01 21.01. Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant, its employees, agents, contractors and licensees, and Tenant shall hold Landlord harmless for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or and /or of any other person, irrespective of the cause of such injury, damage or loss, unless (with respect to personal injury only) such injury was caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors agents or employees occurring within without contributory negligence on the scope part of their respective employments, Tenant; it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose purposes herein permitted, permitted will be brought upon or be kept in the Demised Premises. Landlord shall not be liable in any event for loss of or damage to any property entrusted to any of Landlord's employees or agents by Tenant without Landlord's specific written consent.
19.02 21.02. Tenant shall defend, indemnify and save harmless Landlord and its agents and employees against and from (a) any and all liabilities, obligations, damages, penalties claims, costs costs, charges and expenses, including reasonable architects' and attorney's fees, which may be imposed upon or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct incurred by or management asserted against Landlord and/or its agents by reason of any of the Demised Premises or of any business therein by Tenant following occurring during the Term term of this Lease, or (y) during any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, time prior to the Term Commencement Date that Tenant may have been given access to or possession of all or any part of the Demised Premises if arising due pursuant to Section 3.03:
(a) Any work or thing done in or about the Demised Premises or any part thereof by or at the instance of Tenant’s actions, its agents, contractors, subcontractors, servants, employees, licensees or invitees:
(iib) arising from any negligent negligence or otherwise wrongful act or omission on the part of Tenant or any of its subtenants or agents, contractors, subcontractors, servants, employees, subtenants, licensees or invitees;
(c) any accident, injury or damage to any person or property occurring in, on or about the Demised Premises or any part thereof;
(d) any failure on the part of Tenant to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Lease on its part to be performed or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables faultcomplied with. In case any action or proceeding be is brought against Landlord by reason of any such claim, Tenant, Tenant upon written notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to at Tenant's expense resist and or defend such action or proceedingproceeding by counsel approved by Landlord in writing, which approval Landlord shall not unreasonably withhold.
19.03 21.03. Whenever either party shall be obligated under the terms of this Lease to indemnify the other party, the indemnifying party may select legal counsel (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) and shall keep the indemnified party fully apprised at all times of the status of such defense. Legal counsel of the insurer for either party is hereby deemed satisfactory to both parties.
21.04. Except as otherwise expressly provided in this Leaseherein, this Lease and the obligations of Tenant to pay rent hereunder and perform all of the other covenants, agreements, terms, provisions and conditions hereunder on the part of Tenant to be performed shall be in no wise way be affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, fulfill any of its obligations under this Lease or is unable to supply or is delayed in supplying any service, express or implied, to be supplied or is unable to make or is delayed in supplying any equipment or fixtures if Landlord is prevented or delayed from so doing by reason of strikeany cause whatsoever beyond Landlord's reasonable control, other including, but not limited to, Acts of God, mechanical difficulties, strikes, labor troubletroubles, governmental pre-emption or priorities or other controls preemption in connection with a national other public emergency or shortages by reason of fuelany rule, supplies order or labor resulting therefromregulation of any department or subdivision thereof of any governmental agency or by reason of the conditions of supply and demand which have been or are affected by war, acts of God hostilities or other like cause beyond Landlord’s similar emergency; provided that Landlord shall in each instance exercise reasonable control, diligence to effect performance when and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedsoon as possible.
Appears in 1 contract
Non Liability and Indemnification. 19.01 20.01. Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant, its employees, agents, contractors and licensees, and Tenant shall hold Landlord harmless for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or and/or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors agents or employees occurring within without contributory negligence on the scope part of their respective employmentsTenant, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose purposes herein permitted, will be brought upon or be kept in the Demised Premises. Landlord shall not be liable in any event for loss of, or damage to, any property entrusted to any of Landlord's employees or agents by Tenant without Landlord's specific written consent. Without affecting the generality of the foregoing, if Landlord shall consent to the omission or removal of any part of, or the insertion of any door or other opening in, any wall separating the Demised Premises from adjoining space leased to another tenant, then (i) Tenant shall be responsible for all risk of damage to, or loss or theft of, property arising as a result of such omission or removal or the use of such door or other opening, or because of the existence thereof, and shall indemnify and save Landlord harmless from and against any claim, demand or action for, or on account of, any such loss, theft or damage, and (ii) in the event of the termination of this Lease or the lease of said other tenant, Landlord may enter the Demised Premises and Landlord, at Tenant's expense, may close up such door or other opening by erecting a wall to match the wall separating the Demised Premises from said adjoining space, and Tenant shall pay the reasonable cost thereof and Tenant shall not be entitled to any diminution or abatement of Rent or other compensation by reason thereof provided, however, that nothing herein contained shall be deemed to vest Tenant with any right or interest in, or with respect to, said adjoining space, or the use thereof, and Tenant hereby expressly waives any right to be made a party to, or to be served with process or other notice under or in connection with any proceeding or action which may be hereafter be instituted by Landlord for the recovery of the possession of said adjoining space.
19.02 20.02. Tenant shall defend, indemnify and save harmless Landlord and its agents and employees against and from (a) any and all liabilities, obligations, damages, penalties, claims, costs costs, charges and expenses, including reasonable architects' and attorneys fees, which may be imposed upon or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct incurred by or management asserted against Landlord and/or its agents by reason of any of the Demised Premises or of any business therein by Tenant following occurring during the Term of this Lease, or Term:
(yA) any work or thing whatsoever donedone in, or any condition created by Tenant in on or about the Demised Premises during or any part thereof by or at the Term instance of this Lease Tenant, its agents, contractors, subcontractors, servants, employees, licensees or during invitees including, without limitation, the period performance of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or 's Changes;
(iiB) arising from any negligent negligence or otherwise wrongful act or omission on the part of Tenant or any of its subtenants or agents, contractors, subcontractors, servants, employees, subtenants, licensees or invitees;
(C) any accident, injury or damage to any person or property occurring in, on or about the Demised Premises or any part thereof, or vault, passageway or space adjacent thereto; and
(D) any failure on the part of Tenant to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Lease on its part to be performed or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables faultcomplied with. In case any action or proceeding be is brought against Landlord by reason of any such claim, Tenant, Tenant upon written notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to at Tenant's expense resist and or defend such action or proceedingproceeding by counsel approved by Landlord in writing, which approval Landlord shall not unreasonably withhold.
19.03 20.03. Whenever either party shall be obligated under the terms of this Lease to indemnify the other party, the indemnifying party may select legal counsel (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) and shall keep the indemnified party fully apprised at all times of the status of such defense. Legal counsel of the insurer for either party is hereby deemed satisfactory to both parties.
20.04. Except as otherwise expressly provided in this Leaseherein, this Lease and the obligations of Tenant to pay Rent and perform all of the other covenants, agreements, terms, provisions and conditions hereunder on the part of Tenant to be performed shall be in no wise be affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, fulfill any of its obligations under this Lease or is unable to supply or is delayed in supplying any service, express or implied, to be supplied or is unable to make or is delayed in supplying any equipment or fixtures if Landlord is prevented or delayed from so doing by reason of strikeany cause whatsoever beyond Landlord's reasonable control, other including, but not limited to, Acts of God, strikes, labor troubletroubles, governmental pre-emption or priorities or other controls preemption in connection with a national other public emergency or shortages by reason of fuelany rule, supplies order or labor resulting therefromregulation of any department or subdivision thereof of any governmental agency or by reasons of the conditions of supply and demand which have been or are affected by war, acts of God hostilities or other like cause beyond Landlord’s similar emergency; provided that Landlord shall in each instance exercise reasonable controldiligence to effect performance when and as soon as possible. However, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever nothing contained in this Lease a party agrees Section shall be deemed to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of extend or otherwise modify or affect any claim, shall cooperate with the indemnitor in defense of the claim thereof as may time limits and conditions set forth in Section 21.03.
20.05. The provisions of this Article are intended to be reasonably required cumulative to and shall not settle such claim without indemnitor’s prior written consentbe deemed to supersede, not limit or modify any of the other provisions of this Lease and the provisions of Sections 20.01 and 20.02 are likewise intended to be unreasonably withheld, delayed or conditionedcumulative to each other and neither such Section shall be deemed to limit the other in any respect.
Appears in 1 contract
Samples: Lease (RSL Communications PLC)
Non Liability and Indemnification. 19.01 Neither Landlord nor any agent or employee of 20.01. Landlord shall not be liable held responsible for and is hereby expressly relieved from any and all liability by reason of any injury, loss, or damage to Tenant for any person or property in or about the Premises or the Property, whether the loss, injury or damage be to Tenant or to any other the person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective except to the extent such injury, loss or damage is due to the negligence or willful misconduct of the cause Landlord. Tenant agrees to indemnify, defend and save Landlord harmless from and against all claims, actions, damages, liabilities and expenses, including but not limited to reasonable attorneys' fees and other legal expenses, on account of such injury, loss or damage arising (i) from any occurrence in, upon or lossat the Premises, unless caused by or except to the extent due to the negligence or willful misconduct of Landlord, or (ii) from any occurrence in or about the Property arising from the negligence or willful misconduct of Tenant or its employees, agents, contractors contractors, guests or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premisesinvitees.
19.02 20.02. Tenant shall indemnify not be held responsible for and save harmless Landlord and its agents against and is hereby expressly relieved from (a) any and all liability by reason of any injury, loss, or damage to any person or property in or about the Property (exclusive of the Premises), whether the loss, injury or damage be to the person or property of Landlord or any other person, except to the extent such injury, loss or damage is due to the negligence or willful misconduct of Tenant. Landlord agrees to indemnify, defend and save Tenant harmless from and against all claims, costs or expenses (includingactions, damages, liabilities and expenses, including but not limited to reasonable counsel fees) (i) attorneys' fees and other legal expenses, on account of such injury, loss or damage to the extent arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant of Landlord or its employees, agents, contractors, guests or invitees (excluding any other tenants of the Building). The provisions of Section 20.01 and Landlord 20.02 shall have pari pasu liability based upon a determination survive the expiration or earlier termination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingthis Lease.
19.03 20.03. Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise way affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, fuel supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Samples: Lease Agreement
Non Liability and Indemnification. 19.01 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 21.02 A. Tenant shall indemnify and save harmless Landlord and its agents against and from (ai) any and all claims, costs or expenses claims (including, but not limited to reasonable counsel fees) (ix) arising from (xA) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (yB) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord for Landlord’s or Tenant’s account) in or about the Demised Premises during the Term term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises, or (iiy) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants or licensees or its or their employees, agents or contractorscontractors even if the claims described in (x) or (y) above arise out of the concurrent negligence of Landlord, and (bii) all reasonable costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingproceeding by attorneys reasonably acceptable to Landlord, Landlord agreeing that the attorneys for the insurance company providing Tenant’s insurance are acceptable.
19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Samples: Lease (Boomerang Systems, Inc.)
Non Liability and Indemnification. 19.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of operations conducted in the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term term of this Lease lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to any portion of the Demised Premises if arising due to Tenant’s actionsPremises, or (ii) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s 's reasonable costs and expenses incurred to resist and defend such action or proceeding. In no event shall Tenant be obligated to indemnify and hold Landlord harmless from any damage, liability, cost or expense, which is determined to have been caused by the negligence, wrongful act or omission of Landlord or its employees, agents or contractors.
19.03 Except as otherwise expressly provided in this Leaselease, this Lease lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s 's reasonable control, and Tenant shall have no right of offset against any Fixed Rent fixed rent or Additional Rent additional rent due hereunder for any reason whatsoever.
19.04 Landlord shall indemnify and save harmless Tenant and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or operations conducted in the Common Areas, or (y) any work or thing whatsoever done, or any condition created in or about the Common Areas, or (ii) arising from any negligent or otherwise wrongful act or omission of Landlord or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Wherever in this Lease a party agrees In case any action or proceeding be brought against Tenant by reason of any such claim, Landlord, upon notice from Tenant shall from time to time, pay all of Tenant's reasonable costs and expenses incurred to resist and defend such action or proceeding. In no event shall Landlord be obligated to indemnify and hold Tenant harmless from any damage, liability, cost or expense, which is determined to have been caused by the othernegligent, the indemnitee shall give prompt notice to the indemnitor wrongful act or omission of any claimTenant or its employees, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed agents or conditionedcontractors.
Appears in 1 contract
Samples: Lease (Novadigm Inc)
Non Liability and Indemnification. 19.01 Neither Landlord nor any agent or employee of Landlord shall be liable 14.01 Tenant agrees to Tenant for any injury or damage to Tenant or to any other person or for any damage todefend, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 Tenant shall indemnify and save hold harmless the Landlord and its agents against and from (a) any and all claimsloss, costs cost, liability, damage and expense, including but not limited to, penalties, fines, court costs, disbursements and attorney's fees incurred in connection with or expenses (arising from any cause in, on or about the premises, either present or future, including, but not limited to reasonable counsel fees) to: (i) arising from any failure by Tenant to observe or perform any of the obligations under this Lease; (xii) the conduct use or management occupancy or manner of use or occupancy of the Demised Premises and adjacent areas by Tenant or any person or entity claiming through or under Tenant (iii) any condition design or construction of the Demised Premises or of the Building or any business therein by Tenant occurrence or happening in or on the Demised Premises from any cause; or (iv) any negligence, omission or misconduct whether prior to, during or after the Term of this Lease, or (y) any work or thing whatsoever done, Lease of Tenant or any condition created by person or entity claiming through or under Tenant or any contractor, agent, employee, invitee or licensee of Tenant in or about the Demised Premises during or the Term of this Lease Building; and (v) any maintenance, repairs, replacements, additions, alternations, substitutions and installments made by or during the period of time, if any, prior to the Term Commencement Date that for Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables faultBuilding. In case any action or proceeding be is brought against the Bank by reason of any such claim , tenant upon written notice from the Bank shall at Tenant's expense resist or defend such action or proceeding by reputable, competent counsel with respect to whom the Bank has no reasonable or just cause to request replacement. Tenant agrees that the obligation assumed herein shall survive the termination or earlier expiration of this Lease.
14.02 The Landlord shall defend indemnify and hold harmless Tenant its directors, officers, employees, agents, subsidiaries and affiliates against and from all losses, liabilities, obligation, damages, penalties, claims, costs, charges and expenses, including reasonable attorney's fees, which may be imposed upon or incurred by or asserted against Tenant and/or its directors, officers and subsidiaries by reason of any action or cause occurring in the Building, the Real Property or the Demised Premises by the negligent act, omission or willful misconduct of the Landlord, its agents, employees, contractors, tenants or licensees acting on behalf of Landlord. In case any action or proceeding is brought against Tenant's by reason of any such claim, the Landlord, upon written notice from Tenant, upon notice from Landlord shall from time to time, pay all of at the Landlord’s costs and expenses incurred to 's expense resist and or defend such action or proceedingproceeding by reputable, competent counsel with respect to whom Tenant has no reasonable or just cause to request replacement. The Landlord agrees that the obligation assumed herein shall survive the termination or earlier expiration of this Lease.
19.03 Except as otherwise expressly provided in this Lease14.03 The Landlord or its agents shall not be liable for any injury or damage to persons or property resulting from fire, this Lease and explosion, falling plaster, steam, gas, electricity, water, rain or snow or leaks from any part of the obligations Building or from the pipes, appliances or plumbing works or from the roof, street or subsurface or from any other place or by dampness or by any other cause of Tenant hereunder whatsoever nature, unless any of the foregoing shall be in no wise affectedcaused by or due to the gross negligence of the Landlord, impaired its agents, servants or excused because employees.
14.04 Tenant shall reimburse the Landlord is unable to fulfillfor all expenses, damages or is delayed in fulfilling, any of its obligations under this Lease fines incurred or suffered by the Landlord and for which the Landlord has not been and will not be reimbursed by insurance by reason of strikeany breach, other labor troubleviolation or nonperformance by Tenant or its agents, governmental pre-emption servants or priorities employees, of any covenant or provision of this Lease or by reason of damage to persons or property caused by moving property of or for Tenant in or out of the Building, or by the installation or removal of furniture or other controls property of or for Tenant or by reason of or arising out of the carelessness, negligence or improper conduct of Tenant or its agents, servants or employees in connection with a national other public emergency the use or shortages occupancy of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and the Demised Premises.
14.05 Tenant shall have no right give Landlord notice in case of offset against any Fixed Rent fire or Additional Rent due hereunder for any reason whatsoever. Wherever accident in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor Demised Premises promptly after Tenant is aware of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedevent.
Appears in 1 contract
Samples: Asset Purchase and Account Assumption Agreement (Usb Holding Co Inc)
Non Liability and Indemnification. 19.01 Neither Landlord nor any agent or employee of Landlord shall be liable Tenant agrees to Tenant for any injury or damage to Tenant or to any other person or for any damage todefend, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 Tenant shall indemnify and save hold harmless the Landlord and its agents against and from (a) any and all claimsloss, costs cost, liability, damage and expense, including but not limited to, penalties, fines, court costs, disbursements and attorney's fees incurred in connection with or expenses (arising from any cause in, on or about the premises, either present or future, including, but not limited to reasonable counsel fees) to: (i) arising from any failure by Tenant to observe or perform any of the obligations under this Lease; (xii) the conduct use or management occupancy or manner of use or occupancy of the Demised Premises and adjacent areas by Tenant's or any person or entity claiming through or under Tenant (iii) any condition design or construction of the Demised Premises or of the Building or any business therein by Tenant occurrence or happening in or on the Demised Premises from any cause; or (iv) any negligence, omission or misconduct whether prior to, during or after the Term of this Lease, or (y) any work or thing whatsoever done, Lease of Tenant or any condition created by person or entity claiming through or under Tenant or any contractor, agent, employee, invitee or licensee of Tenant in or about the Demised Premises during or the Term of this Lease Building; and (v) any maintenance, repairs, replacements, additions, alternations, substitutions and installments made by or during the period of time, if any, prior to the Term Commencement Date that for Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables faultBuilding. In case any action or proceeding be is brought against Landlord the Bank by reason of any such claim, Tenant, tenant upon written notice from Landlord the Bank shall from time to time, pay all of Landlord’s costs and expenses incurred to at Tenant's expense resist and or defend such action or proceeding.
19.03 Except as otherwise expressly provided in proceeding by reputable, competent counsel with respect to whom the Bank has no reasonable or just cause to request replacement. Tenant agrees that the obligation assumed herein shall survive the termination or earlier expiration of this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Samples: Asset Purchase and Account Assumption Agreement (Usb Holding Co Inc)
Non Liability and Indemnification. 19.01 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by the wrongful act or due to the negligence or willful misconduct of Landlord, its agents, contractors agents or employees occurring within the scope of their respective employmentsemployments without negligence on the part of Tenant, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 21.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) claims (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord for Landlord's or Tenant's account) in or about the Demised Premises during the Term term of this Lease lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises, or (ii) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. Notwithstanding the foregoing, nothing herein contained shall require Tenant to indemnify Landlord against any claims based upon any accident, injury or damage on or about the Demised Premises, arising out of the negligence or willful act of Landlord or any agent of Landlord.
19.03 21.03 Except as provided in Section 3.01 and as otherwise expressly provided in this Leaselease, this Lease lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease lease by reason of strike, other labor trouble, governmental pre-emption preemption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s 's reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Non Liability and Indemnification. 19.01 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause 62 66 of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors agents or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident .
(a) Subject to the reasonable use provisions of the Demised Premises for the purpose herein permittedSection 11.03, will be brought upon or be kept in the Demised Premises.
19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (ai) any and all claims, costs or expenses claims (including, but not limited to reasonable counsel fees) (ix) arising from (xA) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (yB) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord for Landlord's or Tenant's account) in or about the Demised Premises during the Term term of this Lease lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises, or (iiC) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (bii) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding.
19.03 (b) Subject to the provisions of Section 11.03, Landlord shall indemnify and save harmless Tenant and its agents against and from (i) any and all claims (x) arising from (A) the conduct or management of the Building (other than the Demised Premises) or of any business therein including, without limitation, Landlord's obligations pursuant to Section 10.01(a), or (B) any work or thing whatsoever done, or any condition created (other than by Tenant) in or about the Building (other than the Demised Premises) during the term of this lease, or (y) arising from any negligent or otherwise wrongful act or omission of Landlord or any of its tenants or licensees or its or their employees, agents or contractors, and (ii) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. In case any action or proceeding be brought against Tenant by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding.
21.03 Except as otherwise expressly provided in this Leaselease, this Lease lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s 's reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Samples: Lease Agreement (Bolt Inc)
Non Liability and Indemnification. 19.01 SECTION 20.01 Neither Landlord nor any agent Landlord's agents, officers, directors, shareholders, partners or employee of Landlord principals(disclosed or undisclosed) shall be liable to Tenant for or Tenant's agents, employees, contractors, invitees or licensees or any other occupant of the Premises, and Tenant hereby indemnifies Landlord against any loss, cost, liability, claim, damage, expense (including reasonable attorney's fees and disbursement), penalty or fine incurred in connection with or arising from any injury or damage to Tenant or to any other person or for any damage to, or loss loss, (by theft or otherwise) of, any of Tenant's Property or of the property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless loss (including the acts or negligence of any tenant or of any owners or occupants of adjacent or neighboring property or caused by operations in construction of any private, public or quasi-public work) unless due to the sole negligence of Landlord or willful misconduct of Landlord, its 's agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, property other than such as might normally be brought upon or kept in the Demised Premises as incident incidental to the reasonable use of the Demised Premises for the purpose purposes herein permitted, permitted will be brought upon or be kept in the Demised Premises; provided, however, that even if due to any such negligence of Landlord or Landlord's agents, Tenant waives, to the full extent permitted by law, any claim for consequential damages in connection therewith. Landlord and Landlord's agents shall not be liable, to the extent of Tenant's insurance coverage, for any loss or damage to any person or property even if due to the negligence of Landlord or Landlord's agents. Any Building employee to whom any property shall be entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant's agent with respect to such property and neither Landlord nor landlord's agents shall be liable for any loss of or damage to any such property by theft or otherwise.
19.02 SECTION 20.02 Neither any (a) performance by landlord, Tenant or others of any repairs, improvements, alterations, additions, installations, substitutions, betterments or decorations in or to the Real property. Building Equipment or Premises, (b) failure of Landlord or others to make any repairs or improvements, (c) damage to the Building Equipment, Premises or Tenant's Property, (d) injury to any persons, caused by other tenants or persons in the Building, or by operations in the construction of any private, public or quasi-public work, or by any other cause, (e) latent defect in the Building, Building Equipment or Premises, (f) temporary covering or bricking up of any windows of the Premises for any reason whatsoever including Landlord's own acts, nor any permanent covering or bricking up of any such windows if required by any Legal Requirement or Insurance Requirement or the Declaration, nor (g) inconvenience or annoyance to Tenant or injury to or interruption of Tenant's business by reason of any of the events or occurrences referred to in the foregoing subdivisions (a) through (f) shall indemnify impose any liability on Landlord to Tenant (other than such liability as may be imposed upon Landlord by law for Landlord's negligence or the negligence of Landlord's agents in the operation or maintenance of the Building or the Building Equipment or for the breach by Landlord of any express covenant of this Lease on Landlord's part to be performed) nor shall Tenant be entitled to any compensation therefor or abatement or diminution of rent nor shall the same release Tenant from its obligations hereunder or constitute an eviction. No representation, guaranty or warranty is made or assurance given that the communications or security systems, devices or procedures of the Building will be effective to prevent injury to Tenant or any other person or damage to, or loss (by theft or otherwise) of, any of Tenant's Property or of the property of any other person, and save harmless Landlord and its agents reserves the right to discontinue or modify at any time such communications or security systems or procedures without liability to Tenant.
SECTION 20.03 Tenant hereby indemnifies Landlord against and liability in connection with or arising from (a) any and all claimsdefault by Tenant in the performance of any of the terms of this Lease on Tenant's part to be performed, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (xb) the conduct use or management occupancy or manner of use or occupancy of the Demised Premises or of any business therein by Tenant during or any person claiming under Tenant in violation of the Term provisions of this Lease, or (yc) any work acts, omissions or thing whatsoever donenegligence of Tenant (or of Tenant and Landlord) or any such person, or the contractors, agents, employees, invitees or licensees of Tenant or any condition created by Tenant such person, in or about the Demised Premises or the Real Property either prior to, during or after the Term of this Lease or during expiration of, the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereonTerm. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case If any action or proceeding shall be brought against Landlord by reason of or Landlord's agents, or the Superior Lessor, the Superior Mortgagee or the Fee Mortgagee, based upon any such claim, claim and if Tenant, upon notice from Landlord Landlord, shall from time cause such action or proceeding to timebe defended at Tenant's expense by counsel reasonably satisfactory to Landlord, pay all without any disclaimer of liability by Tenant in connection with such claim, Tenant shall not be required to indemnify Landlord’s costs , Landlord's agents, or the Superior Lessor, the Superior Mortgagee or the Fee Mortgagee for attorneys' fees and expenses incurred to resist and defend disbursements in connection with such action or proceeding.
19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and SECTION 20.04 Tenant shall have no right pay to Landlord as Additional Rent, within 5 days following rendition by Landlord to Tenant of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever bills of statements therefor, sums equal to all losses, costs, liabilities, claims, damages, fines, penalties and expenses referred to in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice Section 20.03.
SECTION 20.05 The provisions of Sections 20.01 and 20.03 are subject to the indemnitor provisions of Sections 8.06 and 8.07 and in the event of any claim, inconsistency the provisions of 8.06 and 8.07 shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedcontrol.
Appears in 1 contract
Samples: Lease (Asi Solutions Inc)
Non Liability and Indemnification. 19.01 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant, its employees, agents, contractors and licensees, and Tenant shall hold Landlord harmless for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or and/or of any other person, irrespective of the cause of such injury, damage or loss, unless (with respect to personal injury only) such injury was caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors agents or employees occurring within without contributory negligence on the scope part of their respective employments, Tenant for which Landlord shall indemnify and hold Tenant harmless; it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose purposes herein permitted, will be brought upon or be kept in the Demised Premises. Landlord shall not be liable in any event for loss of, or damage to, any property entrusted to any of Landlord's employees or agents by Tenant without Landlord's specific written consent.
19.02 21.02 Tenant shall defend, indemnify and save harmless Landlord and its agents and employees against and from (a) any and all liabilities, obligations, damages, penalties, claims, costs costs, charges and expenses, including reasonable architects' and attorneys' fees, which may be imposed upon or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct incurred by or management asserted against Landlord and/or its agents by reason of any of the Demised Premises or of any business therein by Tenant following occurring during the Term term of this Lease, or (y) during any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, time prior to the Term Commencement Date that Tenant may have been given access to or possession of all or any part of the Demised Premises if arising due pursuant to Section 3.03:
(a) Any work or thing done in or about the Demised Premises or any part thereof by or at the instance of Tenant’s actions, its agents, contractors, subcontractors, servants, employees, licensees or invitees;
(iib) arising from any negligent negligence or otherwise wrongful act or omission on the part of Tenant or any of its subtenants or agents, contractors, subcontractors, servants, employees, subtenants, licensees or its invitees;
(c) any accident, injury or their employeesdamage to any person or property occurring in, agents on or contractorsabout the Demised Premises or any part thereof, and (b) all costs, expenses and liabilities incurred in except if caused by or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything due to the contrarynegligence of Landlord without contributory negligence on the part of Tenant;
(d) any failure on the part of Tenant to perform or comply with any of the covenants, Tenant shall solely agreements, terms, provisions, conditions or limitations contained in this Lease on its part to be obligated hereunder if such claims, costs performed or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables faultcomplied with. In case any action or proceeding be is brought against Landlord by reason of any such claim, Tenant, Tenant upon written notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to at Tenant's expense resist and or defend such action or proceedingproceeding by counsel approved by Landlord in writing, which approval Landlord shall not unreasonably withhold.
19.03 21.03 Whenever either party shall be obligated under the terms of this Lease to indemnify the other party, the indemnifying party may select legal counsel (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) and shall keep the indemnified party fully apprised at all times of the status of such defense. Legal counsel of the insurer for either party is hereby deemed satisfactory to both parties.
21.04 Except as otherwise expressly provided in this Leaseherein, this Lease and the obligations of Tenant to pay rent hereunder and perform all of the other covenants, agreements, terms, provisions and conditions hereunder on the part of Tenant to be performed shall be in no wise way be affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, fulfill any of its obligations under this Lease or is unable to supply or is delayed in supplying any service, express or implied, to be supplied or is unable to make or is delayed in supplying any equipment or fixtures if Landlord is prevented or delayed from so doing by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like any cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.whatsoever beyond
Appears in 1 contract
Non Liability and Indemnification. 19.01 20.01. Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage damage, or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premisesemployees.
19.02 20.02. Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) claims (i) arising from (x) the conduct or management by Tenant, the Tenant Parties (as hereinafter defined) and their respective contractors, of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord for Landlord's or Tenant's account) in or about the Demised Premises during the Term term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises, or (ii) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants subtenants, invitees or licensees or its or their employees, agents agents, or contractors, and (b) all costs, expenses expenses, and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding.
19.03 20.03. Except as otherwise expressly provided in this Lease, this Lease and the respective obligations of Landlord and Tenant hereunder (other than Tenant's obligation to pay rent) shall be in no wise way affected, impaired or excused because Landlord the other party is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, fuel supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s such party's reasonable control.
20.04. Landlord shall indemnify and save harmless Tenant, its shareholders, officers, employees, agents, and/or directors (collectively "Tenant Parties") against and from (a) any and all claims arising from any negligent or otherwise wrongful act or omission of Landlord or any of its subtenants, invitees or licensees or its or their employees, agents, or contractors, and Tenant shall have no right any default under the terms of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt by Landlord following Tenant's giving of written notice to Landlord of such default and affording Landlord a reasonable opportunity in which to cure the indemnitor same; and (b) all costs, expenses, and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. In case any action or proceeding be brought against Tenant by reason of any such claim, Landlord, upon notice from Tenant, shall cooperate resist and defend such action or proceeding with the indemnitor in defense of the claim thereof as may be reasonably required and counsel approved by Tenant, which approval shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Samples: Lease Agreement (Globespan Inc/De)
Non Liability and Indemnification. 19.01 Neither 20.01. Tenant shall defend, indemnify and save harmless Landlord nor and its agents and employees against and from any agent and all liabilities, obligations, damages, penalties, claims, costs charges and expenses, including reasonable attorneys’ fees, which may be imposed upon, incurred by or employee asserted against, Landlord and/or its agents or employees by reason of Landlord shall be liable to Tenant for any injury act, occurrence or damage to Tenant omission within, or to any other person or for any damage pertaining to, the Demised Premises or loss (by theft or otherwise) ofthe business conducted therein during the Term, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless except if caused by or due to the negligence negligent act, negligent omission or willful misconduct of Landlord, its agents, employees contractors and/or licensees or employees occurring within the scope by reason of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term Landlord’s breach of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be is brought against Landlord by reason of any such claim, Tenant, Tenant upon written notice from Landlord shall from time at Tenant’s expense resist or defend such action or proceeding by reputable, competent counsel reasonably approved by Landlord, and Landlord shall have the right to time, pay all direct the defense of Landlord’s costs and expenses incurred to resist and defend such action or proceeding.
19.03 Except as otherwise expressly provided in this Lease20.02. Landlord shall defend, this Lease indemnify and the obligations of save harmless Tenant hereunder shall and its agents and employees against and from all liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including reasonable attorneys’ fees, which may be in no wise affectedimposed upon, impaired incurred by or excused because Landlord is unable to fulfillasserted against, Tenant and/or its agents or is delayed in fulfillingemployees, any of its obligations under this Lease by reason of strikeany act, occurrence or omission within, or pertaining to, the Building other labor troublethan the Demised Premises, governmental pre-emption except if caused by the negligent act, negligent omission or priorities willful misconduct of Tenant its agents, employees, contractors and/or licensees or other controls in connection with a national other public emergency by reason of Tenant’s breach of this Lease. In case any action or shortages proceeding is brought against Tenant by reason of fuelany such claim, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord upon written notice from Tenant shall at Landlord’s reasonable controlexpense resist or defend such action or proceeding by reputable, competent counsel reasonably approved by Tenant, and Tenant shall have the right to direct the defense of such action or proceeding.
20.03. Landlord (and its members, managers, beneficial owners, employees and agents) shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoeverpersonal liability with respect to this Lease. Wherever in this Lease a party Tenant agrees to indemnify look solely to the otherinterest of Landlord in the Building, and shall have no recourse to any other asset of Landlord for the enforcement of any obligation or the satisfaction of any liability to Tenant arising under this Lease, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense relationship of the parties, or any other liability or obligation of Landlord to Tenant.
20.04. Tenant waives any claim thereof as may for damages against Landlord based on the assertion that Landlord has unreasonably withheld or unreasonably delayed any consent or approval, and Tenant agrees that its sole remedy shall be reasonably required and an action to enforce any provision relating to such consent or approval or for specific performance or declaratory judgment. This waiver shall not settle such claim without indemnitorapply to post judgment damages resulting from Landlord’s prior written consent, not refusal to be unreasonably withheld, delayed or conditionedcomply with any judicial determination.
Appears in 1 contract
Non Liability and Indemnification. 19.01 20.01. Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage damage, or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within without contributory negligence on the scope part of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised PremisesTenant.
19.02 20.02. Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) claims (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord for Landlord's or Tenant's account) in or about the Demised Premises during the Term term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises, or (ii) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants subtenants, invitees or licensees or its or their employees, agents agents, or contractors, and (b) all costs, expenses expenses, and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding.
19.03 20.03. Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, fuel supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s 's reasonable control.
20.04. Landlord shall indemnify and save harmless Tenant and its agents against and from (a) any and all claims (i) arising from (x) the conduct or management of the Building by Landlord and/or its agents or (y) any work or thing whatsoever done, or any condition created (other than by Tenant for Landlord's or Tenant's account) in or about the Building caused by Landlord or its agents during the term of this Lease, or (ii) arising from any negligent or otherwise wrongful act or omission of Landlord or any of its employees, agents, or contractors, and Tenant shall have no right of offset (b) all costs, expenses, and liabilities incurred in or in connection with each such claim or action described in (a) above or proceeding brought thereon. In the event any action or proceeding is brought against any Fixed Rent or Additional Rent due hereunder for any Tenant, by reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any such claim, Landlord upon notice from Tenant, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required resist and shall not settle defend such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed action or conditionedproceeding.
Appears in 1 contract
Non Liability and Indemnification. 19.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to(a) Unless caused by Landlord's negligence, intentional misconduct, or loss (by theft that of its employees, agents or otherwise) ofcontractors, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 Tenant shall indemnify and save hold harmless Landlord and its agents from and against and from (a) any and all claims, costs claims for damage to the person or expenses (including, but not limited property of anyone or any entity to reasonable counsel fees) (i) the extent arising from (x) Tenant's use of the Premises, or from the conduct of Tenant's business or management of the Demised Premises or of from any business therein by Tenant during the Term of this Leaseactivity, work, or (y) any work or thing whatsoever things done, permitted, or any condition created suffered by Tenant in or about the Demised Premises during or elsewhere and shall further indemnify and hold harmless Landlord from and against any and all claims, costs, and expenses arising to the Term extent from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease Lease, or during the period of time, if any, prior arising to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising extent from any negligent act or otherwise wrongful act omission of Tenant Tenant, or any of its subtenants or licensees or its or their Tenant's agents, contractors, employees, agents or contractorsinvitees, and (b) from and against all costs, reasonable attorney's fees, expenses and liabilities incurred by Landlord as the result of any such use, conduct, activity, work, things done, permitted, or suffered, breach, default, or negligence, and in dealing reasonably therewith, including, but not limited to, the defense or in connection with each such pursuit of any claim or any action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise involved therein; and in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claimmatter, Tenant, Tenant upon notice from Landlord shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord and Landlord shall cooperate with Tenant in such defense. Landlord need not have first paid any such claim in order to be so indemnified. This indemnity shall expressly survive expiration or termination of this Lease. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property of Tenant or injury to its employees, contractors, agents, and invitees in, upon, or about the Premises arising from time to time, pay all any cause except negligence or intentional misconduct of Landlord’s costs , its agents, employees and contractors, and Tenant hereby waives all claims in respect thereof against Landlord.
(b) Unless caused by Tenant's negligence, intentional misconduct or that of its agents, employees, or contractors, Landlord shall indemnify and hold harmless Tenant and its agents from and against any and all claims for damage to the person or property of anyone or any entity arising from Landlord's operation of the Property containing Tenant's Premises, or from the conduct of Landlord's business or from any activity, work, or things done, permitted, or suffered by Landlord in or about the Building or elsewhere and shall further indemnify and hold harmless Tenant from and against any and all claims costs, and expenses incurred arising from any breach or default in the performance of any obligation on Landlord's part to resist and defend such action or proceeding.
19.03 Except as otherwise expressly provided in be performed under the terms of this Lease, this Lease and the obligations or arising from any act or omission of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfillLandlord, or is delayed in fulfilling, any of its obligations under this Lease Landlord's agents, contractors employees, or invitees, and from and against all costs, reasonable attorney's fees, expenses and liabilities incurred by Tenant as the result of any such use, conduct, activity, work, things done, permitted, or suffered, breach, default, or negligence, and in dealing reasonably therewith, including, but not limited to, the defense or pursuit of any claim or any action or proceeding involved therein; and in case any action or proceeding be brought against Tenant by reason of strikeany such matter, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord upon notice from Tenant shall defend the same at Landlord’s reasonable control, 's expense by counsel reasonably satisfactory to Tenant and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor Landlord in defense of the claim thereof as may be reasonably required and shall such defense. Tenant need not settle have first paid any such claim without indemnitor’s prior written consent, not in order to be unreasonably withheld, delayed so indemnified. This indemnity shall expressly survive expiration or conditionedtermination of this Lease.
Appears in 1 contract
Samples: Lease Agreement (On Technology Corp)
Non Liability and Indemnification. 19.01 Neither 23.01 In addition to the provisions of Article 13 of this Lease, except as set forth in the Guarantees, dated of even date herewith, by Ground Lessor for the benefit of Tenant (collectively, the "Guarantees"), neither Landlord nor any agent partner, joint venturer, director, officer, agent, servant or employee of Landlord shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toPerson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless except to the extent caused by or due to resulting from the negligence or willful misconduct of Landlord, its agents, contractors servants or employees occurring within in the scope operating or maintenance of their respective employmentsthe Land or Building. Further, it being understood that no propertyneither Landlord nor any partner, joint ventur- 37 41 er, director, officer, agent, servant or employee of Landlord shall be liable (a) for any such damage caused by other than such as might normally be brought tenants or Persons in, upon or kept about the Land or Building, or caused by operations in the Demised Premises as incident to the reasonable construction of any private, public or quasi-public work; or (b) even if negligent, for consequential damages arising out of any loss of use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs equipment or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business facilities therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in Person claiming through or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior under Tenant.
23.02 Notwithstanding any provision to the Term Commencement Date that contrary, except as set forth in the Guarantees, Tenant may have been given access shall look solely to the Demised Premises if estate and property of Landlord in and to the Land and Building (or the proceeds received by Landlord on a sale of such estate and property net of bona fide liens and expenses. In the event of any claim against Landlord arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act out of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each this Lease, the relationship of Landlord and Tenant or Tenant's use of the Building, the Demised Premises, the Common Areas or the Project Common Areas, Tenant, (and its successor and assigns) agrees that the liability of Landlord arising out of or in connection with this Lease, the relationship of Landlord and Tenant or Tenant's use of the Building, the Demised Premises, the Common Areas or the Project Common Areas shall be limited to such claim estate and property of Landlord (or action sale proceeds net of bona fide liens and expenses). No other properties or proceeding brought thereonassets of Landlord or any partner, joint venturer, director, officer, agent, servant or employee of Landlord shall be subject to levy, execution or other enforcement procedures for the satisfaction of any judgment (or other judicial process) or for the satisfaction of any other remedy of Tenant arising out of, or in connection with, this Lease, the relationship of Landlord and Tenant or Tenant's use of the Building, the Demised Premises, the Common Areas or the Project Common Areas. Notwithstanding anything to the contraryIf Tenant shall acquire a lien on or interest in any other properties or assets by judgment or otherwise, Tenant shall solely be obligated hereunder if promptly release such claimslien on or interest in such other properties and assets by executing, costs or expenses arise in connection with acknowledging and delivering to Landlord an instrument to that effect prepared by Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding's attorneys.
19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Non Liability and Indemnification. 19.01 A-13.01 Neither Landlord nor any agent Landlord's principals, officers, directors, agents or employee of employees (individually and collectively, the "Landlord Group") shall be liable to Tenant, its principals, officers, directors, agents or employees (individually and collectively, the "Tenant for Group"), and Tenant shall save the Landlord Group harmless from any loss, liability, claim and/or expense (including, without limitation, reasonable attorneys' fees and disbursements) arising from or in connection with any injury to the Tenant Group, its contractors, licensees or damage to Tenant or to invitees, any other person interruption of Tenant's business, or for any damage to, or loss (by theft or otherwise) of, any property and/or fixtures of Tenant or of any other personevery kind, irrespective regardless of the cause thereof, unless the same shall be proximately caused by the sole negligence or willful wrongful conduct of such injuryLandlord for which Landlord is legally liable. Notwithstanding the foregoing, (a) Tenant immediately shall notify Landlord of any claim against Landlord, (b) the Landlord Group shall not be liable for any loss, damage or expense whatsoever to the extent of Tenant's insurance coverage therefor and (c) Tenant shall first seek reimbursement for any such loss, unless caused by damage or due to the negligence or willful misconduct of Landlord, expense against its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premisesinsurance carrier.
19.02 A-13.02 Tenant indemnifies and shall indemnify hold harmless the Landlord Group from and save harmless Landlord against any and its agents against all loss, liability, claim and/or expense (including, without limitation, reasonable attorneys' fees and disbursements) in connection with or arising from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein default by Tenant during the Term of under this Lease, (b) Tenant's use or (y) occupancy of the Premises and/or any work acts, omissions or thing whatsoever done, or any condition created by the negligence of the Tenant Group in or about the Demised Premises during the Term of this Lease or during the period of timePremises, including, without limitation, sidewalks, if any, prior adjoining the Premises. Tenant shall pay to Landlord as Rent an amount equal to all such losses, liabilities, claims and expenses within five days after Landlord's rendition to Tenant of bills or statements therefor.
A-13.03 If Tenant's use of the Term Commencement Date that Tenant may Premises shall be enjoined or prohibited, provided the same shall not have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising resulted from any negligent act or otherwise wrongful act omission by or on behalf of Tenant or use of the Premises in any manner other than as is permitted under this Lease, Tenant shall have the right to elect to terminate this Lease upon written notice to Landlord setting forth the date of its subtenants or licensees or its or their employees, agents or contractorstermination, and (b) all costs, expenses and liabilities incurred in or such right shall be Tenant's sole available remedy against Landlord in connection with each such claim or action or proceeding brought thereon. therewith.
A-13.04 Notwithstanding anything in this Lease to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and the Landlord Group shall have pari pasu no personal liability based upon a determination of comparables fault. In case any action under or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time with respect to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding.
19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations liability of Tenant hereunder shall be in no wise affected, impaired or excused because the Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls Group in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees is limited solely to indemnify Landlord's equity interest in the other, the indemnitee Property. Under no circumstances whatsoever shall give prompt notice Landlord be liable to the indemnitor of any claim, shall cooperate Tenant in connection with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed this Lease for consequential or conditionedspecial damages.
Appears in 1 contract
Samples: Loft Lease (Critical Home Care Inc)
Non Liability and Indemnification. 19.01 19.01. Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the willful acts or gross negligence or willful misconduct of Landlord, its agents, contractors agents or employees occurring within the scope of their respective employmentsemployments without negligence on the part of Tenant, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 19.02. Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) claims (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises, or (ii) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants or licensees or its or their employees, agents agents, visitors, invitees or contractorscontractors or subcontractors of any tier, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingproceeding at Tenant's expense by counsel reasonably satisfactory to Landlord, without any disclaimer of liability in connection with such claim.
19.03 19.03. Except as otherwise expressly provided in this Leaselease, this Lease lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s 's reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Non Liability and Indemnification. 19.01 Modifying (to the extent of any inconsistency between such provisions and this Paragraph 9) the provisions of Section 14.12.2 of the Overlease, as such provisions are applicable to the Sublease Premisex:
A. Notwithstanding anything to the contrary contained in Section 14.12 of the Overlease, Subtenant agrees to defend, indemnify and hold harmless Sxxxxxxxxxd and Overlandlord, and the respective agents, partners, shareholders, directors, officers and employees of Sublandlord and Overlandlord, from and against all damage, loss, liability, cost and expense (including, without limitation, engineers', architects' and attorneys' fees and disbursements) resulting from any of the risks referred to in Section 14.12 of the Overlease.
B. Neither Landlord Sublandlord nor any agent or employee of Landlord Sublandlord's agents shall be liable for: (i) any damage to Tenant property of Subtenant or of others entrusted to employees of Sublandlord or to Sublandlord's agents, nor for the loss or damage to any property of Subtenant or of any of Subtenant's agents, employees or contractors by theft or otherwise; (ii) any injury or damage to Tenant persons or to property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain, snow or leaks from any part of the Building or from the pipes, appliances or plumbing works or from the roof, street or sub-surface or from any other person place or by dampness or by any other cause of whatsoever nature, unless such injury or damage is caused by the negligent act of Sublandlord and is not otherwise subject to the provisions of the Overlease; (iii) any such damage caused by other tenants or persons xx xxx Xxilding or caused by operations in construction of any private, public or quasi-public work; or (iv) any latent defect in the Sublease Premises or in the Building.
C. Subtenant agrees, irrespective of whether Subtenant shall have been negligent in connection therewith, to indemnify, protect, defend and save harmless, Sublandlord and Sublandlord's partners, officers, directors, contractors, agents and employees (individually and collectively, the "INDEMNIFIED PARTY") from and against any and all liability (statutory or otherwise), claims, suits, demands, damages, judgments, costs, fines, penalties, interest and expenses (including reasonable counsel and other professional fees and disbursements incurred in any action or proceeding, whether between Subtenant and the Indemnified Party, or between the Indemnified Party and any third party or otherwise), to which any such Indemnified Party may be subject or suffer arising from, or in connection with: (i) any liability or claim for any damage injury to, or loss (by theft or otherwise) death of, any property of Tenant person or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasepersons, or damage to property (y) including any work or thing whatsoever doneloss of use thereof), or any condition created by Tenant occurring in or about the Demised Sublease Premises, or (ii) the use and occupancy of the Sublease Premises, or from any work, installation or thing whatsoever done or omitted (other than by Sublandlord or by Sublandlord's agents or employees) in or about the Sublease Premises during the Term of this Lease or and during the period of time, if any, prior to the Term Commencement Date that Tenant Subtenant may have been given access to the Demised Premises if arising due to Tenant’s actionsSublease Premises, or (iiiii) arising from any negligent or otherwise wrongful act default by Subtenant in the performance of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding.
19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its Subtenant's obligations under this Lease by reason Sublease, or (iv) any act, omission, carelessness, negligence or misconduct of strike, other labor trouble, governmental pre-emption Subtenant or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claimof Subtenant's agents, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed employees or conditionedcontractors.
Appears in 1 contract
Samples: Sublease (Merisant Worldwide, Inc.)
Non Liability and Indemnification. 19.01 20.01. Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors agents or employees occurring within without contributory negligence on the scope part of their respective employmentsTenant, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose purposes herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 20.02. Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) claims (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord for Landlord's or Tenant's account) in or about the Demised Premises during the Term term of this Lease lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises, or (ii) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding.
19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Samples: Lease (Barringer Technologies Inc)
Non Liability and Indemnification. 19.01 Neither 23.01 In addition to the provisions of Article 13 of this Lease, except as set forth in the Guarantees, dated of even date herewith, by Ground Lessor for the benefit of Tenant (collectively, the "Guarantees"), neither Landlord nor any agent partner, joint venturer, director, officer, agent, servant or employee of Landlord shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toPerson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless except to the extent caused by or due to resulting from the negligence or willful misconduct of Landlord, its agents, contractors servants or employees occurring within in the scope operating or maintenance of their respective employmentsthe Demised Premises. Further, it being understood that no propertyneither Landlord nor any partner, joint venturer, director, officer, agent, servant or employee of Landlord shall be liable (a) for any such damage caused by other than such as might normally be brought tenants or Persons in, upon or kept in about the Demised Premises as incident to the reasonable Premises, or caused by operations in construction of any private, public or quasi-public work; or (b) even if negligent, for consequential damages arising out of any loss of use of the Demised Premises for or any equipment or facilities therein by Tenant or any Person claiming through or under Tenant.
23.02 Notwithstanding any provision to the purpose herein permittedcontrary, will be brought upon or be kept except as set forth in the Demised Premises.
19.02 Guarantees, Tenant shall indemnify look solely to the estate and save harmless property of Landlord in and to the Demised Premises (or the proceeds received by Landlord on a sale of such estate and property net of bona fide liens and expenses). In the event of any claim against Landlord arising out of or in connection with this Lease, the relationship of Landlord and its agents against and from (a) any and all claims, costs Tenant or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management Tenant's use of the Demised Premises or the Project Common Areas, Tenant, (and its successor and assigns) agrees that the liability of any business therein by Tenant during the Term Landlord arising out of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding.
19.03 Except as otherwise expressly provided in this Lease, this Lease the relationship of Landlord and Tenant or Tenant's use of the obligations of Tenant hereunder Demised Premises or the Project Common Areas shall be in no wise affectedlimited to such estate and property of Landlord (or sale proceeds net of bona fide liens and expenses). No other properties or assets of Landlord or any partner, impaired joint venturer, director, officer, agent, servant or excused because employee of Landlord is unable shall be subject to fulfilllevy, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities execution or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder enforcement procedures for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor satisfaction of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed judgment (or conditioned.other
Appears in 1 contract
Non Liability and Indemnification. 19.01 Neither Landlord nor any agent or employee of 20.01. Landlord shall not be liable held responsible for and is hereby expressly relieved from any and all liability by reason of any injury, loss, or damage to Tenant for any person or property in or about the Premises or the Property, whether the loss, injury or damage be to Tenant or to any other the person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective except to the extent such injury, loss or damage is due to the negligence or willful misconduct of the cause Landlord. Tenant agrees to indemnify, defend and save Landlord harmless from and against all claims, actions, damages, liabilities and expenses, including but not limited to reasonable attorneys' fees and other legal expenses, on account of such injury, loss or damage arising (i) from any occurrence in, upon or lossat the Premises, unless caused by or except to the extent due to the negligence or willful misconduct of Landlord, or (ii) from any occurrence in or about the Property arising from the negligence or willful misconduct of Tenant or its employees, agents, contractors contractors, guests or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premisesinvitees.
19.02 20.02. Tenant shall indemnify not be held responsible for and save harmless Landlord and its agents against and is hereby expressly relieved from (a) any and all liability by reason of any injury, loss, or damage to any person or property in or about the Property (exclusive of the Premises), whether the loss, injury or damage be to the person or property of Landlord or any other person, except to the extent such injury, loss or damage is due to the negligence or willful misconduct of Tenant. Landlord agrees to indemnify, defend and save Tenant harmless from and against all claims, costs or expenses (includingactions, damages, liabilities and expenses, including but not limited to reasonable counsel fees) (i) attorneys' fees and other legal expenses, on account of such injury, loss or damage to the extent arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and of Landlord shall have pari pasu liability based upon a determination or its employees, agents, contractors, guests or invitees (excluding any other tenants of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingthe Building).
19.03 20.03. Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise way affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, fuel supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Non Liability and Indemnification. 19.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 A. Tenant shall exonerate and indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) claims arising from (i) arising from (x) the conduct or management of the Demised Premises or the conduct of any business therein in the Premises by or on behalf of Tenant during the Term of this Lease, or (yii) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord , its employees or contractors for Landlord’s or Tenant’s account) in or about the Demised Premises during the Term term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises, or (iiiii) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants subtenants, occupants or licensees or its or their employees, agents or contractors within the Premises, or (iv) the use or occupancy of the Premises or any area of the Building to which this Lease applies as if it were part of the Premises (e.g., the Roof top Facilities) by Tenant or any of its subtenants, occupants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to thereon (however, in the contrarycase of any claim by Landlord against Tenant, Tenant shall solely be obligated hereunder only if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables faultprevails). In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingproceeding by legal counsel approved by Landlord.
19.03 Except as B. Landlord shall indemnify and save harmless Tenant and its agents against and from (a) any and all claims arising from any negligent or otherwise expressly provided in this Lease, this Lease and the obligations wrongful act or omission of Tenant hereunder shall be in no wise affected, impaired Landlord or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason employees, agents or contractors which occurs in any of strikethe common areas of the Building, other labor troubleand (b) all costs, governmental pre-emption expenses and liabilities incurred in or priorities or other controls in connection with a national other public emergency each such claim (however, in the case of any claim by Tenant against Landlord, only if Tenant prevails). In case of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or shortages proceeding by legal counsel approved by Tenant.
Section 20.02 All of fuelTenant’s Property, supplies Tenant Improvements, and all of the furnishings, fixtures, equipment, effects and property of every kind, nature and description of Tenant and of all persons claiming by, through or labor resulting therefromunder Tenant which, acts during the continuance of God this Lease or any occupancy of the Premises by Tenant or anyone claiming under Tenant, may be on the Premises, shall be at the sole risk and hazard of Tenant and if the whole or any part thereof shall be destroyed or damaged by fire, water or otherwise, or by the leakage or bursting of water pipes, steam pipes, or other like cause beyond pipes, by theft or from any other cause, no part of said loss or damage is to be charged to or to be borne by Landlord (except to the extent of Landlord’s reasonable controlgross negligence or wilful misconduct, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as such disclaimer may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedprohibited by law).
Appears in 1 contract
Samples: Lease Agreement (Carbonite Inc)
Non Liability and Indemnification. 19.01 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant, its employees, agents, contractors and licensees, and Tenant shall hold Landlord harmless for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or and/or of any other person, irrespective of the cause of such injury, damage or loss, unless (with respect to personal injury only) such injury was caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors agents or employees occurring within the scope of their respective employments, employees; it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose purposes herein permitted, will be brought upon or be kept in the Demised Premises. Landlord shall not be liable in any event for loss of, or damage to, any property entrusted to any of Landlord's employees or agents by Tenant without Landlord's specific written consent.
19.02 21.02 Tenant shall defend, indemnify and save harmless Landlord and its agents and employees against and from (a) any and all liabilities, obligations, damages, penalties, claims, costs costs, charges and expenses, including reasonable architects' and attorneys' fees, which may be imposed upon or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct incurred by or management asserted against Landlord and/or its agents by reason of any of the Demised Premises or of any business therein by Tenant following occurring during the Term term of this Lease, or (y) during any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, time prior to the Term Rent Commencement Date that Tenant may have been given access to or possession of all or any part of the Demised Premises if arising due pursuant to Section 3.02:
(A) any work or thing done in or about the Demised Premises or any part thereof by or at the instance of Tenant’s actions, its agents, contractors, subcontractors, servants, employees, licensees or invitees;
(iiB) arising from any negligent negligence or otherwise wrongful act or omission on the part of Tenant or any of its subtenants or agents, contractors, subcontractors, servants, employees, subtenants, licensees or invitees;
(C) any accident, injury or damage to any person or property occurring in, on or about the Demised Premises or any part thereof; or
(D) any failure on the part of Tenant to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Lease on its part to be performed or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables faultcomplied with. In case any action or proceeding be is brought against Landlord by reason of any such claim, Tenant, Tenant upon written notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to at Tenant's expense resist and or defend such action or proceedingproceeding by counsel approved by Landlord in writing, which approval Landlord shall not be unreasonably withheld.
19.03 21.03 Whenever either party shall be obligated under the terms of this Lease to indemnify the other party, the indemnifying party may select legal counsel (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) and shall keep the indemnified party fully apprised at all times of the status of such defense. Legal counsel of the insurer for either party is hereby deemed satisfactory to both parties.
21.04 Except as otherwise expressly provided in this Leaseherein, this Lease and the obligations of Tenant to pay rent hereunder and perform all of the other covenants, agreements, terms, provisions and conditions hereunder on the part of Tenant to be performed shall be in no wise way be affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, fulfill any of its obligations under this Lease or is unable to supply or is delayed in supplying any service, express or implied, to be supplied or is unable to make or is delayed in supplying any equipment or fixtures if Landlord is prevented or delayed from so doing by reason of strikeany cause whatsoever beyond Landlord's reasonable control, other including, but not limited to, Acts of God, strikes, labor troubletroubles, governmental pre-emption or priorities or other controls preemption in connection with a national other public emergency or shortages by reason of fuelany rule, supplies order or labor resulting therefromregulation of any department or subdivision thereof of any governmental agency or by reason of the conditions of supply and demand which have been or are affected by war, acts of God hostilities or other like cause beyond Landlord’s similar emergency; provided that Landlord shall in each instance exercise reasonable controldiligence to effect performance when and as soon as possible.
21.05 Notwithstanding any contrary provisions of this Lease whatsoever, including, without limitation, those pertaining to use and Permitted Use, Tenant shall not use, or permit the use of the Demised Premises, the Building or the Complex so as to create or result in, directly or indirectly, (a) any sudden or gradual spill, leak, discharge, escape, seepage, infiltration, abandonment, dumping, disposal or storage of any hazardous or industrial waste, substance or contamination, effluent, sewage, pollution or other detrimental or deleterious material or substance (including without limitation asbestos), or the disposal, storage or abandonment on the Complex of any material, tank or container holding or contaminated by any of the foregoing residues thereof, or the installation of any material or product containing or composed of any of the foregoing, in, on, from under or above the Complex (the foregoing occurrences being hereinafter collectively called "Environmental Hazard"), or (b) any violation, or state of facts or condition which would result in a violation, of any Federal, State or local statute, law, code, rule, regulation or order applicable to any Environmental Hazard (the foregoing being hereinafter collectively call "Legal Violation"). In the event of the violation of the foregoing by Tenant, in addition to all other rights and remedies of Landlord under this Lease, regardless of when the existence of the Environmental Hazard or Legal Violation is determined, and whether during the Term or after the Expiration Date, (I) Tenant shall, immediately upon notice from Landlord, at Tenant's sole cost and expense, at Landlord's option, either (x) take all action necessary to test, identify and monitor the Environmental Hazard and to remove the Environmental Hazard from the Complex and dispose of the same and restore the Complex to the condition existing prior to such removal, and/or to remedy any Legal Violation, all in accordance with applicable Federal, State and local statutes, laws, codes, rules, regulations or orders or (y) reimburse Landlord for all costs and expenses incurred by Landlord for engineering or environmental consultant or laboratory services, in testing, investigating, identifying and monitoring the Environmental Hazard and in removing and disposing of the Environmental Hazard and in restoring the Complex, and/or in remedying any Legal Violation, and (ii) Tenant shall and hereby does defend with legal counsel acceptable to Landlord, indemnify and save harmless Landlord and Landlord's employees, agents, officers and directors ("Others in Interest") against and from all liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including architects' and attorneys' fees and disbursements which may be imposed upon or incurred by or asserted against Landlord and Others in Interest, whether by any governmental authority, Tenant or other third party, by reason of any violation or alleged violation of any of the foregoing provisions of this Section.
21.06 Landlord shall defend, indemnify and save harmless Tenant and its agents and employees against and from all liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including reasonable architects' and attorneys' fees, which may be imposed upon or incurred by or asserted against Tenant and/or its agents by reason of any of the following occurring during the term of this Lease, or during any period of time prior to the Rent Commencement Date that Tenant may have no right been given access to or possession of offset against all or any Fixed Rent part of the Demised Premises pursuant to Section 3.02:
(a) any work or Additional Rent due hereunder for thing done in or about the Demised Premises or any reason whatsoever. Wherever part thereof by or at the instance of Landlord, its agents, contractors, subcontractors, servants or employees;
(b) any negligence or otherwise wrongful act or omission on the part of Landlord or any of its agents, contractors, subcontractors, servants, or employees; or 27
(c) any failure on the part of Landlord to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Lease a party agrees on its part to indemnify be performed or complied with. Notwithstanding the otherforegoing, the indemnitee Landlord's indemnification obligations in this Section 21.06 shall give prompt notice be limited to the indemnitor of any claim, shall cooperate with the indemnitor in defense extent of the claim thereof as may coverage provided under Landlord's insurance for such indemnity provided such indemnification obligation is a covered item under such insurance. In no event shall Landlord be reasonably required liable to pay Tenant for any punitive or consequential damages the Tenant must pay, including, without limitation, damages for loss of business.
21.07 The agreements to indemnify, defend and hold harmless contained in this Article 21 are not intended to and shall not settle such claim without indemnitor’s prior written consent, not relieve any insurance carrier of its obligations under policies required to be unreasonably withheldcarried by Landlord or Tenant, delayed respectively, pursuant to this Lease to the extent that such policies cover the subject incident. The parties' respective obligations under this Article 21 shall survive the expiration or conditionedearlier termination of the term of this Lease.
Appears in 1 contract
Samples: Lease (Clarus Corp)
Non Liability and Indemnification. 19.01 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors agents or employees occurring within the scope of their respective employmentsemployments without negligence on the part of Tenant, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 21.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) claims (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord for Landlord's or Tenant's account) in or about the Demised Premises during the Term term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises, or (ii) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding.
19.03 21.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise ways affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s 's reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Samples: Lease (Aveta Inc)
Non Liability and Indemnification. 19.01 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 (a) Tenant shall indemnify and save harmless Landlord and its members. employees, officers, directors, agents against and from (ai) any and all claims, costs or expenses claims (including, but not limited to reasonable counsel fees) (ix) arising from (xA) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (yB) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord for Landlord's or Tenant's account) in or about the Demised Premises during the Term term of this Lease lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises, or (iiy) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants or licensees or its or their employees, agents or contractorscontractors even if the claims described in (x) or (y) above arise out of the concurrent negligence of Landlord, and (bii) all reasonable costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claimsincluding, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant without limitation, reasonable attorneys' fees and Landlord shall have pari pasu liability based upon a determination of comparables faultexpenses. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingproceeding by attorneys reasonably acceptable to Landlord, Landlord agreeing that the attorneys for the insurance company providing Tenant's insurance are acceptable.
19.03 (b) Landlord shall indemnify and save harmless Tenant and its partners, directors, officers, employees and agents against and from (i) any and all claims (x) arising from (A) the conduct or management of the Building (other than the Demised Premises) or of any business therein, or (B) any work or thing whatsoever done, or any condition created (other than by Tenant) in or about the Building (other than the Demised Premises) during the term of this lease, or (y) arising from any negligent or otherwise wrongful act or omission of Landlord or any of its tenants or licensees or its or their employees, agents or contractors if, and only if, the claims described in (x) or (y) above arise out of the sole negligence, gross negligence or willful misconduct of Landlord or its agents and employees, and (ii) all reasonable costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, reasonable attorneys' fees and expenses.. In case any action or proceeding be brought against Tenant by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by attorneys reasonably acceptable to Tenant, Tenant agreeing that the attorneys for the insurance company providing Landlord's insurance are acceptable.
21.03 Except as otherwise expressly provided in this Leaselease, this Lease lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s 's reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Samples: Lease (Promotions Com Inc)
Non Liability and Indemnification. 19.01 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the gross negligence or willful misconduct of Landlord, its agents, contractors agents or employees occurring within the scope of their respective employmentsemployments without negligence on the part of Tenant, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 21.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) claims (i) arising from (x) the use, conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord for Landlord’s or Tenant’s account) in or about the Demised Premises during the Term term of this Lease lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Premises, or (z) Tenant’s actions, breach of its obligations under the Lease or (ii) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities (including without limitation reasonable attorneys’ fees) incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding.
19.03 21.03 Except as otherwise expressly provided in this Leaselease, this Lease lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice Tenant’s obligations with respect to the indemnitor making of any claimTenant repairs shall be subject to delays caused by reason of strike, shall cooperate other labor trouble, governmental pre-emption or priorities or other controls in connection with the indemnitor in defense a national or other public emergency or shortages of the claim thereof as may be reasonably required and shall not settle such claim without indemnitorfuel, supplies or labor resulting therefrom, acts of God or other like causes beyond Tenant’s prior written consent, not to be unreasonably withheld, delayed or conditionedreasonable control.
Appears in 1 contract
Samples: Lease Agreement (American Realty Capital New York Recovery Reit Inc)
Non Liability and Indemnification. 19.01 Neither Landlord nor any agent or employee of 21.01. Except as expressly set forth in this lease, Landlord shall not be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toperson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, except to the extent that such loss, injury or damage was caused by or resulted from the act, omission or negligence of Landlord in the operation or maintenance of the Premises or the Building. No Superior Mortgagee, shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person, or to its or their property, unless and to the extent that such injury, damage or loss was caused by such Superior Mortgagee, as the case may be. Further, neither Landlord nor any Superior Mortgagee, shall be liable (a) for any such damage caused by other tenants or persons in, upon or about the Building, or caused by operations in construction of any private, public or quasi-public work, unless caused by Landlord's negligence, or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept (b) even in the Demised Premises as incident to the reasonable use event of the Demised Premises negligence, for the purpose herein permitted, will be brought upon or be kept in the Demised Premisesconsequential damages.
19.02 21.02. Tenant shall indemnify and save hold harmless Landlord and its agents all Superior Mortgagees and Superior Lessors and the respective partners, directors, officers, shareholders, agents, contractors, employees and servants of Landlord and all Superior Mortgagees and Superior Lessors (each, a "Landlord Party") from and against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) claims arising from or in connection with (xa) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever donewhatsoever, or any condition created (other than by Tenant a Landlord Party) in or about the Demised Premises during the Term term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and lease; (b) any act, omission or negligence of Tenant in connection with Tenant's use or occupancy of the Premises or pertaining to the subject matter of this lease; (c) subject to the provisions of Section 10.03(a), any accident, injury or damage whatever (unless and to the extent caused by the negligence of a Landlord Party) occurring in, at or upon the Premises; and (d) the failure by Tenant to pay any tax which Tenant is required by law to pay and for which Landlord may be liable under any contingency, together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claimsincluding, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant without limitation, all attorneys' fees and Landlord shall have pari pasu liability based upon a determination of comparables faultexpenses. In case any action or proceeding be brought against a Landlord Party by reason of any such claim, Tenant, upon notice from Landlord or such Landlord Party, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingproceeding (by counsel reasonably satisfactory to Landlord or such Landlord Party). This indemnity and hold harmless agreement shall include indemnity from and against any and all liability, fines, suits, demands, costs and expenses of any kind or nature, including, without limitation, attorneys' fees and disbursements, incurred in connection with any -98- such claim or proceeding brought thereon. Tenant shall have no liability for any consequential damages suffered by a Landlord Party (except to the extent, if any, that the damages provided for in Article 37 ("Holdover") hereof may constitute consequential damages).
19.03 21.03. Except as otherwise expressly provided in this Leaseherein, this Lease Landlord shall indemnify and save Tenant and its partners, directors, officers, shareholders, agents, contractors, employees and servants (each, a "Tenant Party") harmless from and against all claims against any Tenant Party arising from any damage to the obligations Premises and any injury to any person, and all costs and expenses incurred as a result thereof, to the extent that such damage or injury resulted from the acts, omissions or negligence of Tenant hereunder Landlord or a Landlord Party. This indemnity and hold harmless agreement shall be in no wise affectedinclude indemnity from and against any and all liability, impaired fines, suits, demands, costs and expenses of any kind or excused because Landlord is unable to fulfillnature, or is delayed in fulfillingincluding, any of its obligations under this Lease by reason of strikewithout limitation, other labor troubleattorneys' fees and disbursements, governmental pre-emption or priorities or other controls incurred in connection with a national other public emergency any such claim or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant proceeding brought thereon. Landlord shall have no right of offset against any Fixed Rent or Additional Rent due hereunder liability for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of consequential damages suffered by any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedTenant Party.
Appears in 1 contract
Non Liability and Indemnification. 19.01 Section 18.01. Neither Landlord nor any agent partner, director, officer, agent, servant or employee of Landlord shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toperson, or loss (by theft to this or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless caused by or due to resulting from the negligence or willful misconduct of Landlord, its agents, contractors servants, licensees, invitees, or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use operation or maintenance of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by the Building (and then only if the casualty is not one for which Tenant during was required to obtain insurance pursuant to Article 12, without contributory negligence on the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act part of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors). Further, and neither Landlord nor any partner, director, officer, agent, servant or employee of Landlord shall be liable (a) for any such damage caused by other tenants or persons in, upon or about the Demised Premises, or caused by operations in construction of any public or quasi-public work, or (b) even if negligent, for incidental damages (such as loss of income, loss of business or similar damages) arising out of any loss of use of the Premises or any equipment or facilities therein by Tenant or any person claiming through or under Tenant.
Section 18.02. Tenant shall indemnify and hold harmless Landlord and its partners, directors, officers, agents and employees from and against any and all claims arising from or in connection with (a) the conduct or management of the Demised Premises or of any business therein, or any work or thing whatsoever done, or any condition created (other than by Landlord) in or about the Demised Premises (including sidewalks and other public areas) during the Term; (b) any omission or negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, officers, agents, invitees, employees or contractors; (c) any accident, injury or damage whatever other than that caused by Landlord's negligence or the negligence of Landlord's agents, servants, employees or invitees) occurring in, at or upon the Premises; and (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant's obligations under this Lease; together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claimsincluding, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant without limitation, all reasonable attorneys' fees and Landlord shall have pari pasu liability based upon a determination of comparables faultexpenses. In case any action or proceeding be brought against Landlord and/or its partners, directors, officers, agents or employees by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingproceeding (by counsel reasonably satisfactory to Landlord) unless Tenant is a party therein, in which case Tenant shall reimburse Landlord for all of Landlord's reasonable attorneys' fees; if Tenant is a party therein Tenant may defend Landlord with Tenant's counsel unless there would be a conflict of interest in Landlord and Tenant having the same counsel in such matter.
19.03 Except as otherwise expressly provided in this Lease, this Lease Section 18.03. Landlord shall indemnify and the obligations hold Tenant harmless from and against any all claims or liabilities arising out of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency any unpaid Impositions, or shortages of fuelany mechanics, supplies or labor resulting therefrommaterialmen, acts of God or other like cause beyond Landlord’s reasonable controlliens affecting the Demised Premises on the Commencement Date, and Tenant shall have no right or arising out of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice work done prior to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedCommencement Date.
Appears in 1 contract
Non Liability and Indemnification. 19.01 A-13.01 Neither Landlord nor any agent Landlord's principals, officers, directors, agents or employee of employees (individually and collectively, the "Landlord Group") shall be liable to Tenant, its principals, officers, directors, agents or employees (individually and collectively, the "Tenant for Group") , and Tenant shall save the Landlord Group harmless from any loss, liability, claim and/or expense (including, without limitation, reasonable attorneys' fees and disbursements) arising from or in connection with any injury to the Tenant Group, its contractors, licensees or damage to Tenant or to invitees, any other person interruption of Tenant's business, or for any damage to, or loss (by theft or otherwise) of, any property and/or fixtures of Tenant or of any other personevery kind, irrespective regardless of the cause thereof, unless the same shall be proximately caused by the sole negligence of such injuryLandlord for which Landlord is legally liable. Notwithstanding the foregoing, (a) Tenant immediately shall notify Landlord of any claim against Landlord, (b) the Landlord Group shall not be liable for any loss, damage or expense whatsoever to the extent of Tenant's insurance coverage therefor and (c) Tenant shall first seek reimbursement for any such loss, unless caused by damage or due to the negligence or willful misconduct of Landlord, expense against its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premisesinsurance carrier.
19.02 A-13.02 Tenant indemnifies and shall indemnify hold harmless the Landlord Group from and save harmless Landlord against any and its agents against all loss, liability, claim and/or expense (including, without limitation, reasonable attorneys' fees and disbursements) in connection with or arising from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein default by Tenant during the Term of under this Lease, (b) Tenant's use or (y) occupancy of the Premises and/or any work acts, omissions or thing whatsoever done, or any condition created by the negligence of the Tenant Group in or about the Demised Premises during the Term of this Lease or during the period of timePremises, including, without limitation, sidewalks, if any, prior adjoining the Premises. Tenant shall pay to Landlord as Rent an amount equal to all such losses, liabilities, claims and expenses within five days after Landlord's rendition to Tenant of bills or statements therefor.
A-13.03 If Tenant's use of the Term Commencement Date that Tenant may Premises shall be enjoined or prohibited, provided the same shall not have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising resulted from any negligent act or otherwise wrongful act omission by or on behalf of Tenant or use of the Premises in any manner other than as is permitted under this Lease, Tenant shall have the right to elect to terminate this Lease upon written notice to Landlord setting forth the date of its subtenants or licensees or its or their employees, agents or contractorstermination, and (b) all costs, expenses and liabilities incurred in or such right shall be Tenant's sole available remedy against Landlord in connection with each such claim or action or proceeding brought thereon. therewith.
A-13.04 Notwithstanding anything in this Lease to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and the Landlord Group shall have pari pasu no personal liability based upon a determination of comparables fault. In case any action under or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time with respect to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding.
19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations liability of Tenant hereunder shall be in no wise affected, impaired or excused because the Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls Group in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees is limited solely to indemnify Landlord's equity interest in the other, the indemnitee Property. Under no circumstances whatsoever shall give prompt notice Landlord be liable to the indemnitor of any claim, shall cooperate Tenant in connection with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed this Lease for consequential or conditionedspecial damages.
Appears in 1 contract
Non Liability and Indemnification. 19.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs Unless caused by Landlord’s gross negligence or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leaseintentional misconduct, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term that of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to TenantLandlord’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, Tenant shall indemnify and (b) hold harmless Landlord and its agents from and against any and all claims for damage to the person or property of anyone or any entity arising from Tenant’s negligent use of the Premises, or from any negligence or intentional misconduct of Tenant in or about the Premises or elsewhere, and shall further indemnify and hold harmless Landlord from and against any and all claims, costs, and expenses arising from any breach or default in the performance of any obligation on Tenant’s part to be performed under the terms of this Lease, or arising from any other negligent act or omission of Tenant or any of Tenant’s agents, contractors, employees, or invitees, and from and against all costs, reasonable attorney’s fees, expenses and liabilities incurred by Landlord as the result of any such use, breach, default, misconduct or negligence, and in dealing reasonably therewith, including, but not limited to, the defense or in connection with each such pursuit of any claim or any action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise involved therein; and in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claimmatter, Tenant, Tenant upon notice from Landlord shall defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord and Landlord shall cooperate with Tenant in such defense. Landlord need not have first paid any such claim in order to be so indemnified. This indemnity shall expressly survive expiration or termination of this Lease. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property of Tenant or injury to person, in, upon, or about the Premises arising from time any cause, except for the negligence or intentional misconduct of Landlord, its agents, employees and contractors, and Tenant hereby waives all claims in respect thereof against Landlord.
(b) Unless caused by Tenant’s gross negligence or intentional misconduct, or that of Tenant’s agents, employees, or contractors, Landlord shall indemnify and hold harmless Tenant and its agents from and against any and all claims for damage to timethe person or property of anyone or any entity arising from Landlord’s negligent operation of the Building, pay or from any negligence or intentional misconduct of Landlord in or about the Building, and shall further indemnify and hold harmless Tenant from and against any and all claims, costs, and expenses arising from any breach or default in the performance of any obligation on Landlord’s part to be performed under the terms of this Lease, or arising from any other negligent act or omission of Landlord or any of Landlord’s costs agents, contractors or employees, and from and against all costs, reasonable attorney’s fees, expenses and liabilities incurred to resist by Tenant as the result of any such use, breach, default, misconduct, or negligence, and defend such in dealing reasonably therewith, including, but not limited to, the defense or pursuit of any claim or any action or proceeding.
19.03 Except as otherwise expressly provided proceeding involved therein; and in this Lease, this Lease and the obligations of case any action or proceeding be brought against Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strikeany such matter, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord upon notice from Tenant shall defend the same at Landlord’s reasonable control, expense by counsel reasonably satisfactory to Tenant and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor Landlord in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioneddefense.
Appears in 1 contract
Samples: Lease Agreement (Verona Pharma PLC)
Non Liability and Indemnification. 19.01 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant its employees, agents, contractors and licensees, and Tenant shall hold Landlord harmless for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, of any property of Tenant or and/or of any other person, irrespective of the cause of such injury, damage or loss, unless such injury was caused by or due to the intentional act or negligence or willful misconduct of Landlord, its agents, contractors agents or employees occurring within or contractors without contributory negligence on the scope part of their respective employments, Tenant; it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose purposes herein permitted, will be brought upon or be kept in the Demised Premises. Landlord shall not be liable in any event for loss of, or damage to, any property entrusted to any of Landlord's employees or agents by Tenant without Landlord's specific written consent.
19.02 21.02 Tenant shall defend, indemnify and save harmless Landlord and its agents and employees against and from (a) any and all liabilities, obligations, damages, penalties, claims, costs costs, charges and expenses, including reasonable architects' and attorneys' fees, which may be imposed upon or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct incurred by or management asserted against Landlord and/or its agents by reason of any of the Demised Premises or of any business therein by Tenant following occurring during the Term term of this Lease, or (y) during any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, time prior to the Term Commencement Date that Tenant may have been given access to or possession of all or any part of the Demised Premises if arising due pursuant to Section 3.03:
(a) Any work or thing done in or about the Demised Premises or any part thereof by or at the instance of Tenant’s actions, its agents, contractors, subcontractors, servants, employees, licensees or invitees;
(iib) arising from any negligent negligence or otherwise wrongful act or omission on the part of Tenant or any of its subtenants or agents, contractors, subcontractors, servants, employees, subtenants, licensees or invitees;
(c) any accident, injury or damage to any person or property occurring in, on or about the Demised Premises or any part thereof unless caused by the intentional act or negligence of Landlord, its or their employeesagents, agents employees or contractors, and or by Landlord's failure to perform any of its obligations hereunder.
(bd) all costsany failure on the part of Tenant to perform or comply with any of the covenants, expenses and liabilities incurred agreements, terms, provisions, conditions or limitations contained in this Lease on its part to be performed or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables faultcomplied with. In case any action or proceeding be is brought against Landlord by reason of any such claim, Tenant, Tenant upon written notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to at Tenant's expense resist and or defend such action or proceedingproceeding by counsel approved by Landlord in writing, which approval Landlord shall not unreasonably withhold.
19.03 21.03 Whenever either party shall be obligated under the terms of this Lease to indemnify the other party, the indemnifying party may select legal counsel (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) and shall keep the indemnified party fully apprised at all times of the status of such defense. Legal counsel of the insurer for either party is hereby deemed satisfactory to both parties.
21.04 Except as otherwise expressly provided in this Leaseherein, this Lease and the obligations of Tenant to pay rent hereunder and perform all of the other covenants, agreements, terms, provisions and conditions hereunder on the part of Tenant to be performed shall be in no wise way be affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, fulfill any of its obligations under this Lease or is unable to supply or is delayed in supplying any service, express or implied, to be supplied or is unable to make or is delayed in supplying any equipment or fixtures if Landlord is prevented or delayed from so doing by reason of strikeany cause whatsoever beyond Landlord's reasonable control, other including, but not limited to, Acts of God, strikes, labor troubletroubles, governmental pre-emption or priorities or other controls preemption in connection with a national other public emergency or shortages by reason of fuelany rule, supplies order or labor resulting therefromregulation of any department or subdivision thereof of any governmental agency or by reason of the conditions of supply and demand which have been or are affected by war, acts of God hostilities or other like cause beyond Landlord’s similar emergency; provided that Landlord shall in each instance exercise reasonable control, diligence to effect performance when and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedsoon as possible.
Appears in 1 contract
Samples: Lease (Synapse Group Inc)
Non Liability and Indemnification. 19.01 Neither 21.01 Except as otherwise provided in this lease, neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors agents or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 (a) Except to the extent of the negligence or willful misconduct of Landlord, or its employees, agents or contractors and subject to the provisions of Section 11.03, Tenant shall indemnify and save harmless Landlord and its agents against and from (ai) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) claims arising from (xA) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (yB) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord for Landlord's or Tenant's account) in or about the Demised Premises during the Term term of this Lease lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises, or (iiC) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (bii) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding.
19.03 (b) Except to the extent of negligence or willful misconduct of Tenant, or its employees, agents or contractors, and subject to the provisions of Section 11.03, Landlord shall indemnify and save harmless Tenant and its agents against and from (i) any and all claims arising from any negligent or otherwise wrongful act or omission of Landlord or any of its tenants or licensees or its or their employees, agents or contractors, (ii) any claims arising from the operation by Landlord of the lobby or other public areas of the Building, and (iii) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. In case any action or proceeding be brought against Tenant by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding.
21.03 Except as otherwise expressly provided in this Leaselease, this Lease lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s 's reasonable control, and Tenant shall have no right .
(a) If any claim that is within the scope of offset any indemnity set forth in this lease is asserted against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a indemnified party, then the indemnified party agrees to indemnify the other, the indemnitee shall give prompt written notice (each, an "Indemnified Party Notice") thereof to the indemnitor indemnifying party (i.e., within a time period so as not to prejudice the indemnifying party's or its insurer's ability to defend effectively any action or proceeding brought on such claim) and the indemnifying party shall have the right to defend and control the defense of any claim, shall cooperate action or proceeding brought on such claim with counsel chosen by the indemnitor in defense indemnifying party subject to the approval of the claim thereof as may be reasonably required and shall not settle indemnified party (such claim without indemnitor’s prior written consent, approval not to be unreasonably withheld) or by the indemnifying party's insurance company. If the indemnifying party shall defend any such action or proceeding, delayed then
(i) the indemnified party shall cooperate with the indemnifying party (or conditionedits insurer) in the defense of any such action or proceeding in such manner as the indemnifying party (or its insurer) may from time to time reasonably request and the indemnifying party shall not be liable for the costs of any separate counsel employed by the indemnified party,
(ii) the indemnifying party shall not be liable for any settlement made without the indemnifying party's consent,
(iii) if such action or proceeding can be settled by the payment of money by the indemnifying party and without the need to admit liability on the indemnified party's part, then the indemnifying party shall have the right to settle such action or proceeding without the indemnified party's consent and the indemnifying party shall have no obligation under the applicable indemnity set forth in this lease with respect to such action or proceeding or other actions or proceedings involving the same or related facts if the indemnified party refuses to agree to such a settlement, and
(iv) if such action or proceeding cannot be settled merely by the payment of money by the indemnifying party and without the need to admit liability on the indemnified party's part, then the indemnifying party shall not settle such action or proceeding without the indemnified party's consent (which consent shall not be unreasonably withheld, conditioned or delayed).
(b) If an indemnifying party shall, in good faith, believe that a claim set forth in an Indemnified Party Notice is or may not be within the scope of the indemnifying party's indemnity set forth in this lease then, pending determination of that question, the indemnifying party shall not be deemed to be in default under this lease by reason of its failure or refusal to indemnify and hold harmless any indemnified party therefrom or to pay such costs, expenses and liabilities, but if it shall be finally determined by a court of competent jurisdiction or by arbitration in accordance with Article 34 that such claim was within the scope of such indemnifying party's indemnity set forth 69 in this lease then such indemnifying party shall be liable for any judgment or reasonable settlement or any reasonable legal fees incurred by the party entitled to indemnification hereunder.
21.05 Notwithstanding any provision of this lease to the contrary, in no event shall Landlord or Tenant be liable to the other for consequential damages.
21.06 The provisions of this Article 21 shall survive the expiration or earlier termination of this lease.
Appears in 1 contract
Samples: Lease Agreement (Ivillage Inc)
Non Liability and Indemnification. 19.01 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises, except to the extent caused by the intentionally wrongful act or gross negligence of Landlord, its agents or employees.
19.02 (a) To the extent that Landlord shall not be entitled to reimbursement from insurance proceeds and subject to the provisions of Section 11.03 above, Tenant shall indemnify and save harmless Landlord and its agents against and from (ai) any and all claims, costs or expenses claims (including, but not limited to reasonable counsel fees) (ix) arising from (xA) the conduct or management of the Demised Premises or of any business therein by Tenant during therein, (B) any default under, or breach or, any of the Term terms, covenants or conditions of this Leaselease on Tenant's part to observe, perform or comply with, or (yC) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord for Landlord's or Tenant's account) in or about the Demised Premises during the Term term of this Lease lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to or during the period of time after the expiration of the term of this lease that Tenant’s actions, or any person or entity claiming by, through or under Tenant, remains in possession or occupancy of the Demised Premises or any portion thereof, or (iiy) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants or licensees or its or their employees, agents or contractorscontractors even if the claims described in (x) or (y) above arise out of the concurrent negligence of Landlord, and (bii) all reasonable costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingproceeding by attorneys reasonably acceptable to Landlord, Landlord agreeing that the attorneys for the insurance company providing Tenant's insurance are acceptable. In no event shall Landlord be entitled to make a claim for consequential damages under this subsection (a).
19.03 (b) To the extent that Tenant shall not be entitled to reimbursement from insurance proceeds and subject to the provisions of Section 11.03 above, Landlord shall indemnify and save harmless Tenant and its agents against and from (i) any and all claims (x) arising from (A) the conduct or management of the Building (other than the Demised Premises) or of any business therein, or (B) any work or thing whatsoever done, or any condition created (other than by Tenant) in or about the Building (other than the Demised Premises) during the term of this lease, or (y) arising from any negligent or otherwise wrongful act or omission of Landlord or any of its tenants or licensees or its or their employees, agents or contractors if, and only if, the claims described in (x) or (y) above arise out of the sole negligence, gross negligence or willful misconduct of Landlord or its agents and employees, and (ii) all reasonable costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. In case any action or proceeding be brought against Tenant by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by attorneys reasonably acceptable to Tenant, Tenant agreeing that the attorneys for the insurance company providing Landlord's insurance are acceptable. In no event shall Tenant be entitled to make a claim for consequential damages under this subsection (b).
21.03 Except as otherwise expressly provided in this Leaselease, this Lease lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s 's reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Samples: Lease Agreement (About Com Inc)
Non Liability and Indemnification. 19.01 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence negligence, wrongful act or willful misconduct wrongful omission of Landlord, its agents, contractors agents or employees occurring within the scope of their respective employmentsemployments without negligence on the part of Tenant, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 21.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) claims (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord for Landlord’s or Tenant’s account) in or about the Demised Premises during the Term term of this Lease lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises, or (ii) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants or licensees or its or their employeesemployees occurring within the scope of their respective employments, agents or contractors, and (b) all costs, expenses and liabilities (including reasonable attorneys fees) incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord Landlord, Tenant shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding.
19.03 21.03 Except as otherwise expressly provided in this Leaselease, this Lease lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Non Liability and Indemnification. 19.01 a. Neither Landlord Owner nor any agent or employee of Landlord Owner shall be liable to Tenant for any injury or damage to Tenant or to of any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the gross negligence or willful misconduct of LandlordOwner, its agents, contractors agents or employees occurring within the scope of their respective employmentsemployments without negligence on the part of Tenant (and only to the extent of Owner's interest in the building), it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises demised premises as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 b. Tenant shall indemnify and save harmless Landlord Owner and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) claims (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Owner for Owner's or Tenant's account) in or about the Demised Premises during the Term term of this Lease or during the period of time, if any, prior to the Term Commencement Date commencement date of the term of this Lease that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises, or (ii) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants subtenants, occupants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord Owner by reason of any such claim, Tenant, upon notice from Landlord Owner, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding.
19.03 Except as otherwise expressly provided in this Lease, this c. This Lease and the obligations of Tenant hereunder shall be in no wise way affected, impaired or excused because Landlord Owner is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease lease by reason of strike, other labor trouble, governmental pre-emption preemption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s Owner's reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Samples: Office Lease (Ijc Ventures Corp)
Non Liability and Indemnification. 19.01 20.01. Neither Landlord nor any agent Superior Lessor or employee of Landlord Superior Mortgagee shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toperson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless caused by or due to resulting from the negligence or willful misconduct of LandlordLandlord or the Superior Lessor or Superior Mortgagee, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised operation or maintenance of the Premises as incident or the Project. Neither Landlord nor any Superior Lessor or Superior Mortgagee shall be liable even if resulting from negligence or willful misconduct, for consequential damages of Tenant or any subtenant or licensee of Tenant.
20.02. Notwithstanding any provision to the reasonable contrary, Tenant shall look solely to the estate and property of Landlord in and to the Project (or the net proceeds of the sale or refinancing thereof) in the event of any claim against Landlord or any partner, director, officer, agent or employee of Landlord arising out of or in connection with this Lease, the relationship of Landlord and Tenant or Tenant's use of the Demised Premises Premises, and the liability of Landlord arising out of or in connection with this Lease, the relationship of Landlord and Tenant or Tenant's use of the Premises, shall be limited to such estate and property of Landlord (or the net proceeds of the sale or refinancing thereof). No other properties or assets of Landlord or any partner, director, officer, agent or employee of Landlord shall be subject to levy, execution or other enforcement procedures for the purpose herein permittedsatisfaction of any judgment (or other judicial process) or for the satisfaction of any other remedy of Tenant arising out of or in connection with this Lease, will be brought upon the relationship of Landlord and Tenant or be kept Tenant's use of the Premises, and if Tenant acquires a lien on or interest in any other properties or assets by judgment or otherwise, Tenant shall promptly release such lien on or interest in such other properties and assets by executing, acknowledging and delivering to Landlord an instrument to that effect prepared by Landlord's attorneys. Tenant hereby waives the Demised Premisesright of specific performance and any other remedy allowed in equity if specific performance or such other remedy could result in any liability of Landlord for the payment of money to Tenant or any court or governmental authority (by way of fines or otherwise) for Landlord's failure or refusal to perform or observe a judicial decree or determination.
19.02 20.03. Tenant shall indemnify and save hold harmless Landlord and all Superior Lessors and all Superior Mortgagees, including, without limitation, Swiss Bank and Carbide, and its and their respective partners, directors, officers, agents and employees from and against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) claims arising from or in connection with (xa) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord) in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises; (b) any act, omission or (ii) arising from any negligent or otherwise wrongful act negligence of Tenant or any of its subtenants or licensees or its or their employees, agents employees or contractors; (c) any accident, injury or damage whatever (unless caused by Landlord's negligence or willful misconduct) occurring in, at or upon the Premises; (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant's obligations under this Lease; and (be) the failure of Tenant or any of its subtenants or licensees or its or their employees or contractors to comply with all Legal Requirements and Insurance Requirements; together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claimsincluding, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant without limitation, all attorneys' fees and Landlord shall have pari pasu liability based upon a determination of comparables faultexpenses. In case any action or proceeding be is brought against Landlord and/or any Superior Lessor or Superior Mortgagee and/or its or their partners, directors, officers, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Lessor or Superior Mortgagee, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingproceeding (by counsel reasonably satisfactory to Landlord).
19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.
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Non Liability and Indemnification. 19.01 6.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct acts of Landlord, its agents, contractors agents or employees occurring within the scope of their respective employmentsemployments without negligence on the part of Tenant, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose herein permittedpermitted and use related to Tenant’s business, will be brought upon or be kept in the Demised Premises.
19.02 (a) Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) claims (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord for Landlord’s or Tenant’s account) in or about the Demised Premises during the Term term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises, or (ii) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants or licensees or its or their employeesemployees occurring within the scope of their respective employments, agents or contractors, and (b) all costs, expenses and liabilities (including reasonable attorneys fees) incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding.
19.03 (b) Landlord shall indemnify and save harmless Tenant from and against any and all claims arising from Landlord’s negligence or willful act.
6.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control. Notwithstanding the foregoing, and if there has been a continuous major interruption in services due to the causes stated in this Section 6.03, resulting in Tenant being unable to carry out its business, for a period exceeding six (6) months, Tenant shall have no the right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in to terminate this Lease a party agrees to indemnify the other, the indemnitee shall give prompt on written notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedLandlord.
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Non Liability and Indemnification. 19.01 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless except to the extent caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premisesemployees.
19.02 21.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) claims (i) arising from (x) the use, conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord for Landlord’s or Tenant’s account) in or about the Demised Premises during the Term term of this Lease lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Premises, or (z) Tenant’s actions, breach of its obligations under the Lease or (ii) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding.
19.03 21.03 Notwithstanding anything contained herein to the contrary, Landlord shall indemnify and save harmless Tenant and its agents against and from (a) any and all claims (i) arising from Landlord’s breach of its obligations under the Lease or (ii) arising from any negligence or willful misconduct of Landlord or its employees, agents or contractors; and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. In case any action or proceeding is brought against Tenant by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding.
21.04 Except as otherwise expressly provided in this Leaselease, this Lease and the non monetary obligations of Landlord and Tenant hereunder shall be in no wise affected, impaired excused if Landlord or excused because Landlord Tenant is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlordsuch party’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.
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Samples: Lease (American Realty Capital New York Recovery Reit Inc)
Non Liability and Indemnification. 19.01 Neither 23.01 In addition to the provisions of Article 13 of this Lease, except as set forth in the Guarantees, dated of even date herewith, by Ground Lessor for the benefit of Tenant (collectively, the "Guarantees"), neither Landlord nor any agent partner, joint venturer, director, officer, agent, servant or employee of Landlord shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person or for any damage toPerson, or loss (by theft to its or otherwise) of, any property of Tenant or of any other persontheir property, irrespective of the cause of such injury, damage or loss, unless except to the extent caused by or due to resulting from the negligence or willful misconduct of Landlord, its agents, contractors servants or employees occurring within in the scope operating or maintenance of their respective employmentsthe Land or Building. Further, it being understood that no propertyneither Landlord nor any partner, joint venturer, director, officer, agent, servant or employee of Landlord shall be liable (a) for any such damage caused by other than such as might normally be brought tenants or Persons in, upon or kept about the Land or Building, or caused by operations in the Demised Premises as incident to the reasonable construction of any private, public or quasi-public work; or (b) even if negligent, for consequential damages arising out of any loss of use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs equipment or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business facilities therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in Person claiming through or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior under Tenant.
23.02 Notwithstanding any provision to the Term Commencement Date that contrary, except as set forth in the Guarantees, Tenant may have been given access shall look solely to the Demised Premises if estate and property of Landlord in and to the Land and Building (or the proceeds net of bona fide liens and expenses received by Landlord on a sale of such estate and property). In the event of any 38 42 claim against Landlord arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act out of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each this Lease, the relationship of Landlord and Tenant or Tenant's use of the Building, the Demised Premises, the Common Areas or the Project Common Areas, Tenant, (and its successor and assigns) agrees that the liability of Landlord arising out of or in connection with this Lease, the relationship of Landlord and Tenant or Tenant's use of the Building, the Demised Premises, the Common Areas or the Project Common Areas shall be limited to such claim estate and property of Landlord (or action sale proceeds net of bona fide liens and expenses). No other properties or proceeding brought thereonassets of Landlord or any partner, joint venturer, director, officer, agent, servant or employee of Landlord shall be subject to levy, execution or other enforcement procedures for the satisfaction of any judgment (or other judicial process) or for the satisfaction of any other remedy of Tenant arising out of, or in connection with, this Lease, the relationship of Landlord and Tenant or Tenant's use of the Building, the Demised Premises, the Common Areas or the Project Common Areas. Notwithstanding anything to the contraryIf Tenant shall acquire a lien on or interest in any other properties or assets by judgment or otherwise, Tenant shall solely be obligated hereunder if promptly release such claimslien on or interest in such other properties and assets by executing, costs or expenses arise in connection with acknowledging and delivering to Landlord an instrument to that effect prepared by Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding's attorneys.
19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.
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Non Liability and Indemnification. 19.01 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors agents or employees occurring within the scope of their respective employmentsemployments without negligence on the part of Tenant, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 21.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) claims (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (y) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord for Landlord's or Tenant's account) in or about the Demised Premises during the Term term of this Lease lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises, or (ii) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding.
19.03 21.03 Except as otherwise expressly provided in this Leaselease, this Lease lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease lease by reason of strike, other labor trouble, governmental pre-emption preemption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God Cod or other like cause beyond Landlord’s 's reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoevercontrol (collectively "unavoidable delays"). Wherever in this Lease a party Landlord agrees to indemnify use reasonable diligence to fulfill any of such obligations as soon as reasonably practicable after the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense abatement of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditionedrelevant unavoidable delay.
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Non Liability and Indemnification. 19.01 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.
19.02 21.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (ai) any and all claims, costs or expenses claims (including, but not limited to reasonable counsel fees) (ix) arising from (xA) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Leasetherein, or (yB) any work or thing whatsoever done, or any condition created (other than by Tenant Landlord for Landlord's or Tenant's account) in or about the Demised Premises during the Term term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actionsPremises, or (iiy) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants or licensees or its or their employees, agents or contractorscontractors except to the extent that such claims are due to the gross negligence or willful misconduct of Landlord, its agents or employees, and (bii) all reasonable costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord Landlord, shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceedingproceeding by attorneys reasonably acceptable to Landlord, Landlord agreeing that the attorneys for the insurance company providing Tenant's insurance are acceptable.
19.03 21.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s 's reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees control (hereinafter referred to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned"UNAVOIDABLE DELAYS").
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