Non Liability and Indemnification. 18.01. Neither Landlord, any Superior Mortgagee, nor any partner, director, officer, principal, shareholder, agent, servant or employee of Landlord or any Superior Mortgagee, shall be liable to Tenant for any 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 nor shall the foregoing parties be liable for damage to or loss of property of Tenant or others entrusted to employees of Landlord or its agents nor for loss due to theft. 18.02. Tenant shall indemnify and hold harmless Landlord and all Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Tenant or its employees or contractors in or about the Premises during the term of this Lease or in connection with any other negligent or wrongful act or omission of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; together with all 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 Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory). 18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactory.
Appears in 2 contracts
Samples: Settlement Agreement (Ambac Financial Group Inc), Lease (Ambac Financial Group Inc)
Non Liability and Indemnification. 18.01. Neither (a) Subject to Landlord’s indemnity under Subsection 10(c), none of Landlord, any Superior Mortgagee, nor any partner, director, officer, principal, shareholder, managing agent, servant or employee of Landlord or any Superior MortgageeLandlord’s members and their respective affiliates, owners, partners, members, directors, officers, agents and employees shall be liable to Tenant for any loss, injury, or damage, to Tenant or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss. In the event that Landlord’s indemnity under Subsection 10(c) is applicable, it shall apply only as and to the specific extent expressly provided in Subsection 10(c). Further, none of Landlord, any managing agent, Landlord’s members and their respective affiliates, owners, partners, members, directors, officers, agents and employees shall be liable to Tenant (a) for any damage caused by other tenants or persons in, upon or about the BuildingProperty, or caused by operations in construction of any private, public or quasi-public work nor shall work; (b) with respect to matters for which Landlord is liable, for consequential or indirect damages, including those purportedly arising out of any loss of use of the foregoing parties be liable Demised Premises or any equipment or facilities therein by Tenant or any person claiming through or under Tenant; or (c) for injury or damage to person or loss property caused by fire, or theft, or resulting from the operation of property heating or air conditioning or lighting apparatus, or from falling plaster, or from steam, gas, electricity, water, rain, snow, ice, or dampness, that may leak or flow from any part of Tenant the Property, or others entrusted to employees from the pipes, appliances or plumbing work of Landlord or its agents nor for loss due to theftthe same.
18.02. (b) Except in the event of, and to the extent of, Landlord’s negligence, sole negligence or willful misconduct, Tenant shall indemnify hereby indemnifies, defends, and hold harmless Landlord and all Superior Mortgagees and holds Landlord, its managing agent, Landlord’s members and their respective affiliates, owners, partners, members, directors, officers, principals, shareholders, agents and employees (collectively, “Landlord Indemnified Parties”) harmless from and against any and all third-party claims Losses (defined below) arising from or in connection with any event occurring as a result or all of: (a) the conduct or management of either or both the Property and the Demised Premises or any business therein, or any work or Tenant Changes, or any condition created by the negligent any or wrongful acts all of Tenant or its employees or contractors and Tenant’s Affiliates in or about the Demised Premises during the term Term or during the period of time, if any, prior to the Commencement Date that Tenant has possession of, or is given access to, the Demised Premises; (b) any act, omission or negligence of any or all of Tenant and Tenant’s Affiliates; (c) any accident, injury or damage whatsoever occurring in, at or upon either or both of the Property and the Demised Premises and caused by any or all of Tenant and Tenant’s Affiliates; (d) any breach by Tenant of any or all of its warranties, representations and covenants under this Lease; (e) any actions necessary to protect Landlord’s interest under this Lease in a bankruptcy proceeding or in connection with other proceeding under the Bankruptcy Code; (f) the creation or existence of any other negligent Hazardous Substances in, at, on or wrongful act under the Demised Premises or omission of the Property, if and to the extent brought to the Demised Premises or the Property or caused by Tenant or any party within Tenant’s control; and (g) any violation or alleged violation by any or all of its subtenants or licensees or its or their partnersTenant and Tenant’s Affiliates of any law (collectively, directors, principals, shareholders, officers, agents, employees or contractors; together with all 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“Tenant’s Indemnified Matters”). In case any action or proceeding be is brought against any or all of Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees and the Landlord Indemnified Parties by reason of any such claimof Tenant’s Indemnified Matters, Tenant, upon notice from Landlord any or such Superior Mortgageeall of Landlord, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of managing agent or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from TenantMortgagee (as defined herein), shall resist and defend such action or proceeding by counsel reasonably satisfactory to, or selected by, Landlord. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages (actual, but not consequential), penalties, fines, liabilities, losses of every kind and nature, suits, administrative proceedings, costs and fees, including, without limitation, attorneys’ and consultants’ reasonable fees and expenses, and the costs of cleanup, remediation, removal and restoration, that are in any way related to Tenant, any matter covered by the insurance company counsel foregoing indemnity. The provisions of this Section 11 shall be deemed satisfactorysurvive the expiration or termination of this Lease.
Appears in 2 contracts
Samples: Industrial Lease Agreement (Source Interlink Companies Inc), Industrial Lease Agreement (Source Interlink Companies Inc)
Non Liability and Indemnification. 18.01. (a) Neither LandlordLandlord (except to the extent expressly set forth in this lease), any affiliate of Landlord or any Superior MortgageeMortgagee or Superior Lessor, nor any direct or indirect partner, member, trustee, managing agent, beneficiary, director, officer, shareholder, principal, shareholder, agent, servant or employee of Landlord or of any affiliate of Landlord or any Superior MortgageeMortgagee (in any case whether disclosed or undisclosed) (each of the foregoing being sometimes referred to herein as a “Landlord Party”), shall be liable to Tenant for any loss, injury or damage caused by to Tenant or to any other tenants or persons in, upon or about the Buildingperson, or caused by operations in construction to its or their property, irrespective of any privatethe cause of such injury, public damage or quasi-public work loss, nor shall the foregoing aforesaid parties be liable for any damage to or loss of property of Tenant or of others entrusted to employees of Landlord or its agents Landlord, nor for loss due of or damage to theftany such property by theft or otherwise; provided, however, that subject to the provisions of Section 9.04 and Section 35.03, nothing contained in this Section 18.01(a) shall be construed to exculpate Landlord for loss, injury or damage to the extent caused by or resulting from the negligence of Landlord, its agents, servants, employees and contractors in accessing the Premises. Further, no Landlord Party shall be liable, even if negligent, for indirect, consequential, special, punitive, exemplary, incidental or other like damages arising out of any loss of use of the Premises or any equipment, facilities or other Tenant’s Property therein by Tenant or any person claiming through or under Tenant.
(b) Subject to the last sentence of Section 35.03 and except as otherwise expressly provided for in the Guaranty, neither Tenant (except to the extent expressly set forth in this lease), any Affiliate of Tenant, nor any direct or indirect partner, member, trustee, managing agent, beneficiary, director, officer, shareholder, principal, agent, servant or employee of Tenant (in any case whether disclosed or undisclosed) (each of the foregoing being sometimes referred to herein as a “Tenant Party”), shall be liable to Landlord for any loss, injury or damage to Landlord or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss, nor shall the aforesaid parties be liable for any damage to property of Landlord or of others entrusted to employees of Tenant, nor for loss of or damage to any such property by theft or otherwise; provided, however, that subject to the provisions of Section 9.04, nothing contained in this Section 18.01(b) shall be construed to exculpate Tenant for loss, injury or damage to the extent caused by or resulting from the negligence of Tenant, its agents, servants, employees and contractors in the operation or maintenance of the Premises. Further, no Tenant Party shall be liable, even if negligent, for indirect, consequential, special, punitive, exemplary, incidental or other like damages arising out of any loss of use of Premises or any equipment, facilities or other property of Landlord by Landlord or any person claiming through or under Landlord (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises).
18.02. Subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Tenant shall indemnify and hold harmless each Landlord and all Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees Party from and against any and all third-party claims arising from or in connection with (a) the occupancy, conduct or management of the Real Property or of any event occurring as a result of business therein, or any work or thing whatsoever done, or any condition created (other than by the negligent or wrongful acts of Tenant or Landlord, its agents, employees or contractors contractors) in or about the Premises Real Property during the term of this Lease Term; (b) any act, omission (where there is an affirmative duty to act) or in connection with any other negligent or wrongful act or omission negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever (except to the extent caused by the negligence or willful misconduct of Landlord or its agents, employees, or contractors) occurring in, at or upon the Real Property; and (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant’s obligations under this lease (each, a “Tenant Act”); together with all reasonable out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable out-of-pocket attorneys’ fees and expenses. In case any action or proceeding be brought against Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees Landlord Parties by reason of any such claim, Tenant, upon notice from Landlord or such Superior MortgageeLandlord Party, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord and such Landlord Party. Provided that Tenant complies with the requirements of this Section with respect to any third-party claim, Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party with respect thereto. If the issuer of any insurance policy maintained by Tenant and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Landlord and such Landlord Party shall permit such insurance carrier to defend the claim with its counsel and (i) neither Landlord nor any Landlord Party shall settle such claim without the consent of the insurance carrier (unless such settlement would relieve Landlord or such Superior Mortgagee Landlord Party of all liability for which Tenant or its insurance carrier may be liable hereunder and Tenant and its insurance carrier shall have no liability for such settlement), (ii) Tenant shall have the right to settle such claim without the consent of Landlord if Landlord and each Landlord Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Landlord and each applicable Landlord Party shall reasonably cooperate, at Tenant’s expense, with the insurance company carrier in its defense of any such claim, and (iv) Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party. In no event shall Tenant be deemed satisfactory)liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises) except (i) to the extent a final judicial determination from which time for appeal has been exhausted grants such damages to Landlord as a result of a third party claim resulting from any Tenant Act and/or (ii) as otherwise expressly set forth in Section 34.02. The provisions of the preceding four sentences shall apply with full force and effect to any obligation of Tenant contained in this lease to indemnify Landlord and/or all Landlord Parties, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease.
18.03. Notwithstanding anything contained in Section 18.01 to the contrary and subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Landlord shall indemnify and hold harmless each Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless Party from and against (a) any and all third-party claims arising from or in connection with any event occurring as a result of act, omission (where there is an affirmative duty to act) or any condition created by the negligent or wrongful acts negligence of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or and its partners; , directors, principals, shareholders, officers, agents, employees or contractors, and (b) any breach or default by Landlord in the full and prompt performance of Landlord’s obligations under this lease (each of the foregoing, a “Landlord Act”); together with all reasonable out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claims claim or action or proceeding brought thereon, including, without limitation, all reasonable out-of-pocket attorneys’ fees and expenses. In case no event shall Landlord be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages except to the extent a final judicial determination from which time for appeal has been exhausted grants such damages to Tenant as a result of third party claim from any action or proceeding be brought Landlord Act. If any such third-party claim is asserted against Tenant and/or its partnersany Tenant Party, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon Tenant shall give Landlord prompt notice from Tenant, thereof and Landlord shall resist and defend such third-party claim (including any action or proceeding thereon) by counsel reasonably satisfactory to Tenant. Provided that Landlord complies with the requirements of this Section with respect to any third-party claim, Landlord shall not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party with respect thereto. If the issuer of any insurance policy maintained by Landlord and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Tenant shall permit such insurance carrier to defend the claim with its counsel and (i) neither Tenant nor any Tenant Party shall settle such claim without the consent of the insurance carrier (unless such settlement would relieve Tenant or such Tenant Party of all liability for which Landlord or its insurance carrier may be liable hereunder and Landlord and its insurance carrier shall have no liability for such settlement), (ii) Landlord shall have the right to settle such claim without the consent of Tenant if Tenant, each Tenant Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Tenant and each applicable Tenant Party shall reasonably cooperate, at Landlord’s expense, with the insurance carrier in its defense of any such claim, and (iv) Landlord shall not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party. The provisions of this Section 18.03 shall apply with full force and effect to any obligation of Landlord contained in this lease to indemnify Tenant and/or a Tenant Party, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease. Notwithstanding anything to the contrary contained herein, the provisions of this Section 18.03 shall not be applicable unless either (i) Landlord’s indemnification obligations under this Section 18.03 are covered under any of Landlord’s or Landlord’s Affiliates existing insurance company counsel policies at no addition cost (other than a de minimis charge) or (ii) Tenant, in its sole option, elects by notice to Landlord, to reimburse Landlord for Landlord’s cost of obtaining insurance which covers Landlord’s indemnification obligations under this Section 18.03, in which case, Tenant shall be deemed satisfactoryreimburse Landlord for such costs within thirty (30) days following demand therefor accompanied by reasonable documentation evidencing such costs.
Appears in 2 contracts
Samples: Lease Agreement (Citigroup Inc), Lease (Citigroup Inc)
Non Liability and Indemnification. 18.0121.01. Neither Landlord, any Superior Mortgagee, Landlord nor any partner, joint venturer, director, officer, principal, shareholder, agent, servant or employee of Landlord or any 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, irrespective of the cause of such injury, damage or loss, unless caused by or resulting from the negligence of Landlord, its agents, servants or employees in the operation or maintenance of the Land or Building without contributory negligence on the part of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors. Further, neither 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 tenants or persons Persons in, upon or about the Land or Building, or caused by operations in construction of any private, public or quasi-public work nor shall the foregoing parties be liable work; or (b) even if negligent, for damage to or consequential damages arising out of any loss of property use of the Demised Premises or any equipment or facilities therein by Tenant or others entrusted to employees of Landlord any Person claiming through or its agents nor for loss due to theftunder Tenant.
18.0221.02. Tenant shall indemnify and hold harmless Landlord and all Superior Mortgagees Lessors and its and their respective partners, joint venturers, directors, officers, principalsagents, shareholders, agents servants and employees from and against any and all third-party claims arising from or in connection with (a) the conduct or management of the Demised Premises or of any event occurring as a result of business therein, or any work or thing whatsoever done, or any condition created (other than by Landlord) in the negligent or wrongful acts of Tenant or its employees or contractors in or about the Demised Premises during the term Term or during the period of this Lease time, if any, prior to the Commencement Date that Tenant may have been given access to the Demised Premises; (b) any act, omission or in connection with any other negligent or wrongful act or omission negligence of Tenant or any of its subtenants or licensees or its or their partners, joint venturers, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever (unless caused solely by Landlord's negligence) occurring in the Demised 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, including, without limitation, reasonable all attorneys’ ' fees and expenses. In case of any action or proceeding be is brought against Landlord and/or any Superior Mortgagee Lessor and/or its or their partners, joint venturers, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior MortgageeLessor, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactoryLandlord).
18.0321.03. Notwithstanding any provision to the contrary, Tenant shall look solely to the estate and property of Landlord shall indemnify in and hold Tenant to the Land and its partners, directors, officers, principals, shareholders, agents Building (or the proceeds received by Landlord on a sale of such estate and employees harmless from and property but not the proceeds of any financing or refinancing thereof) in the event of any claim against any and all third-party claims Landlord arising from out of or in connection with any event occurring as a result of or any condition created by this Lease, the negligent or wrongful acts relationship of Landlord and Tenant or its employees Tenant's use of the Demised Premises or contractors in or about the Building during Common Areas, and Tenant agrees that the term liability of this Lease Landlord arising out of or in connection with any 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 negligent properties or wrongful act or omission assets of Landlord or its partners; directorsany partner, principalsjoint venturer, shareholdersdirector, officersofficer, agentsagent, employees servant or contractors; together with all costsemployee of Landlord shall be subject to levy, expenses and liabilities incurred in execution or other enforcement procedures for the satisfaction of any judgement (or other judicial process) or for the satisfaction of any other remedy of Tenant arising out of, or in connection with such claims includingwith, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenantthis Lease, the insurance company counsel relationship of Landlord and Tenant or Tenant's use of the Demised Premises or the Common Areas and if Tenant shall be deemed satisfactoryacquire 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.
Appears in 1 contract
Samples: Lease (Kasper a S L LTD)
Non Liability and Indemnification. 18.01. 16.01 Neither Landlord, any Superior Mortgagee, Landlord nor any partner, director, officer, principal, shareholder, agent, servant agent or employee of Landlord or any Superior Mortgagee, 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 persons for any damage to, or loss (by theft, vandalism or otherwise) of any property of Tenant and/or of any other person, irrespective of the cause (unless caused by other tenants Landlord's negligence or persons inthat of its agents and employees) of such injury, damage or loss, including, without limitation, that caused by water regardless of its source. 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. Landlord shall not be liable for the security or physical safety of Tenant, its employees, agents or visitors, including, without limitation, after hours use of the Demised Premises, the Building or the Real Property.
16.02 Tenant shall defend, indemnify and save harmless Landlord 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 Landlord and/or its agents by reason of any of the following occurring during the Term, or during any period of time prior to the Commencement Date that Tenant may have been given access to or possession of all or any part of the Demised Premises or Real Property: (a) any work or thing done in on or about the Building, Demised Premises or caused by operations in construction of any private, public or quasi-public work nor shall the foregoing parties be liable for damage to or loss of property of Tenant or others entrusted to employees of Landlord or its agents nor for loss due to theft.
18.02. Tenant shall indemnify and hold harmless Landlord and all Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees from and against any and all third-party claims arising from or in connection with any event occurring as a result of Real Property or any condition created part thereof by or at the negligent instance of Tenant, its agents, contractors, subcontractors, servants, employees, licensees or wrongful acts of Tenant invitees; (b) any negligence or its employees or contractors in or about the Premises during the term of this Lease or in connection with any other negligent 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, the Building, the Real Property or any part thereof, or vault, passageway or space adjacent thereto; (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 partnerscomplied with, directors, principals, shareholders, officers, agents, employees (e) storage or contractors; together with all costs, expenses and liabilities incurred in use on the Demised Premises of any "Hazardous Materials" or in connection with each such claim or action or proceeding brought thereonviolation of any "Environmental Laws" as those terms are defined in Exhibit C, including, without limitation, reasonable attorneys’ fees and expenseswhich Exhibit is incorporated herein in its entirety. In case any action or proceeding be is threatened or brought against Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, Tenant upon written notice from Landlord shall at Tenant's expense resist or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory approved by Landlord in writing, which approval Landlord shall not unreasonably withhold. Landlord shall be entitled to participate in such defense to whatever extent it deems advisable and Tenant shall instruct counsel to provide full and complete information to Landlord immediately on request.
16.03 Except as otherwise expressly provided herein, this Lease and the obligations of Tenant to pay Base Rent and Additional Rent hereunder and perform all of the other covenants, agreements, terms, provisions and conditions hereunder on the part of Tenant to be performed shall in no wise be affected, impaired or excused for any reason whatsoever, including without limitation, because Landlord is unable to 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, or if Landlord is prevented or delayed from so doing by reason of Force Majeure; provided that Landlord shall in each instance exercise reasonable diligence to effect performance when and as soon as possible.
16.04 With respect to any parking areas, roadways and driveways on or about the Real Property or the Demised Premises used by Tenant, the insurance company counsel its personnel or visitors, such use shall be deemed satisfactoryat their own risk and Landlord shall not be liable for any injury to person or property, or for loss or damage to any automobile or its contents, resulting from theft, collision, vandalism or any other cause whatsoever. Landlord shall have no obligation whatsoever to provide a guard or any other personnel or device to patrol, monitor, guard or secure any parking areas.
16.05 The indemnities provided in this Article 16 and any other indemnities of Landlord by Tenant shall survive the expiration of the Term, the Option Term, or any termination of this Lease for any reason whatsoever.
Appears in 1 contract
Non Liability and Indemnification. 18.01. 19.1 Neither Landlord nor Landlord’s agents, any Superior Mortgageeemployees, officers, directors, shareholders, partners, partners of such partners or principals (disclosed or undisclosed) nor any partner, director, officer, principal, shareholder, agent, servant or employee of Landlord or any Superior Mortgagee, its mortgagees shall be liable to Tenant Tenant, for any loss, liability, claim, damage, expense (including reasonable attorneys’ fees and disbursements), penalty or fine incurred in connection with or arising by reason of Tenant’s or any other occupant’s use of the Premises including, without limitation, any injury to Tenant, Tenant’s agents, employees, contractors, invitees or licensees or any other occupant of the Premises, 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 any other person, irrespective of the cause of such injury, damage or loss unless due to the negligence or willful misconduct of Landlord or Landlord’s agents, its employees, contractors, invitees or licensees. Any Building employee to whom any property shall be entrusted by or on behalf of Tenant shall be acting as Tenant’s agent with respect to such property, and neither Landlord nor Landlord’s agents shall be liable for any loss or damage to any such property.
19.2 Neither any (a) performance by Landlord, Tenant or others of any repairs or improvements in or to the Land, Building or Premises, (b) failure of Landlord or others to make any such repairs or improvements, except in breach of the terms of this Lease, (c) damage to the Building equipment, Premises or Tenant’s personal property, (d) injury to any persons, caused by other tenants or persons in, upon or about in the Building, or caused by operations in the construction of any private, public or quasi-public work work, (e) latent defect in the Building, Building equipment or Premises, (f) temporary covering or bricking up of any windows of the Premises, by reason of any Legal Requirement or any Insurance Requirement, nor shall (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 parties subdivisions (a) through (f) shall impose any liability on Landlord to Tenant, any occupant or any third party claiming by, through or under Tenant. Landlord, in making any repairs, alterations or improvements hereunder, shall prosecute the same utilizing such reasonable methods in order to minimize any disruption to Tenant’s use of the Premises or the conduct of its business therein. In no event, however, shall Landlord be liable for injury or damage to Tenant or its property unless such injury or damage is caused by the negligence or willful misconduct of Landlord or Landlord’s agents, employees, contractors, invitees or licensees. Landlord shall furnish a security program with respect to ingress and egress from the Building and the Common Areas as set forth in Subsection 8.1(viii), but no representation is made that any security or communications systems, devices or procedures furnished by Landlord 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 personal property or the property of any other person and in no event shall Landlord be liable to Tenant for any failure of Tenant’s computer, telecommunications or data base systems. Landlord reserves the right to discontinue or modify such communications and security systems or procedures without liability so long as Landlord shall continue to maintain communications or security systems comparable to those of Class A office buildings in Jersey City, New Jersey or, if there are no similar office buildings in Jersey City, New Jersey, similar office buildings in the City of New York.
19.3 Tenant hereby indemnifies Landlord and Master Landlord and their respective agents, employees, contractors, officers, directors, shareholders, partners, partners of such partners, and principals (disclosed or undisclosed) and their respective mortgagees, successors and assigns against all claims, liability or expense (including reasonable attorneys’ fees and disbursements) to the extent incurred in connection with or arising from (a) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person claiming by, through or under Tenant, and/or (b) death, personal injury or property damage (subject to Sections 17.4 and 17.5) arising out of the negligent or wrongful acts or omissions of Tenant, or the contractors, agents, employees, invitees or licensees of Tenant in connection with the performance of any Alterations or any other work, labor, services or materials done for or supplied to Tenant, including, without limitation, the installation, maintenance (or failure to maintain) or removal of Tenant’s Corridor Signs, (c) any negligent or wrongful acts or omissions of Tenant or others entrusted to employees any contractors, agents, employees, invitees or licensees of Landlord Tenant in or its agents nor for loss due to theft.
18.02. Tenant shall indemnify and hold harmless Landlord and all Superior Mortgagees and its and their respective partnersabout the Premises or the Building either prior to, directors, officers, principals, shareholders, agents and employees from and against during or after the expiration of the Term; and/or (d) any and all third-party claims notices of violation or mechanic’s liens arising from or in connection with the performance of any event occurring as a result of Alterations or any condition created by the negligent other work, labor, services or wrongful acts of Tenant materials done for or its employees or contractors in or about the Premises during the term of this Lease or in connection with any other negligent or wrongful act or omission of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereonsupplied to Tenant, including, without limitation, the installation, maintenance (or failure to maintain) or removal of Tenant’s Corridor Signs. Landlord shall give reasonable prior written notice to Tenant that Landlord is seeking to be indemnified by Tenant, and Landlord will reasonably cooperate with Tenant in Tenant’s efforts to indemnify Landlord. If any action, suit or proceeding arising from any of the foregoing is brought against Landlord, Tenant will resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel designated by Tenant (which counsel shall be reasonably satisfactory to Landlord). If and to the extent that the foregoing provisions of this Section 19.3 may be unenforceable for any reason, Tenant hereby agrees to make the maximum contribution to payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.
19.4 Landlord hereby releases Tenant from any liability to Landlord on account of, and hereby agrees to indemnify, defend, and hold Tenant and its agents, employees, contractors, officers, directors, shareholders, partners, partners of such partners (disclosed or undisclosed) harmless from, any and loss, liability, claim, damage, expense (including reasonable attorneys’ fees and expenses. In case any action disbursements), penalty or proceeding be brought against Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or fine incurred in connection with any event or arising from personal injury, death, or property damage (subject to Sections 17.4 and 17.6) occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Premises or Building during and proximately caused by the term negligence or willful misconduct of Landlord, its agents, contractors, employees, invitees or licensees.
19.5 When the claim is determined to have been caused by the joint negligence or willful misconduct of Landlord and Tenant or the indemnifying party and a third-party unrelated to the indemnifying party, except the indemnifying party’s agents, employees, or invitees, the indemnifying party’s duty to defend, indemnify, and hold the indemnified party harmless shall be in proportion to the indemnifying party’s allocable share of the joint negligence or willful misconduct.
19.6 The indemnifying party shall pay to the indemnified party, within thirty (30) days after written demand therefor, sums equal to all losses and other liabilities referred to in Section 19.3 or 19.4, as applicable. The indemnifying party shall not be subject to, or liable for, any consequential damages whatsoever under this Article 19. The obligations of indemnifying party under this Article 19 shall survive the expiration or earlier termination of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactoryLease.
Appears in 1 contract
Non Liability and Indemnification. 18.0121.01. Neither Landlord, any Superior Mortgagee, Landlord nor any partner, joint venturer, director, officer, principal, shareholder, agent, servant or employee of Landlord or any 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, irrespective of the cause of such injury, damage or loss, unless caused by or resulting from the negligence of Landlord, its agents, servants or employees in the operation or maintenance of the Land or Building without contributory negligence on the part of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors. Further, neither 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 tenants or persons Persons other than Landlord or it's agents in, upon or about the Land or Building, or caused by operations in construction of any private, public or quasi-public work nor shall the foregoing parties be liable work; or (b) even if negligent, for damage to or consequential damages arising out of any loss of property use of the Demised Premises or any equipment or facilities therein by Tenant or others entrusted to employees of Landlord any Person claiming through or its agents nor for loss due to theftunder Tenant.
18.0221.02. Tenant shall indemnify and hold harmless Landlord and all Superior Mortgagees Lessors and its and their respective partners, joint venturers, directors, officers, principalsagents, shareholders, agents servants and employees from and against any and all third-party claims arising from or in connection with (a) the conduct or management of the Demised Premises or of any event occurring as a result of business therein, or any work or thing whatsoever done, or any condition created (other than by the negligent or wrongful acts of Tenant Landlord or its employees or contractors agents) in or about the Demised Premises during the term Term or during the period of this Lease time, if any, prior to the Commencement Date that Tenant may have been given access to the Demised Premises; (b) any act, omission or in connection with any other negligent or wrongful act or omission negligence of Tenant or any of its subtenants or licensees or its or their partners, joint venturers, directors, principals, shareholders, officers, agents, employees or contractors; together with all costs(c) any accident, expenses and liabilities incurred in injury 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 Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees damage whatever (unless caused solely by reason of any such claim, Tenant, upon notice from Landlord or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors agent's negligence) occurring in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partnersDemised Premises; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactory.and
Appears in 1 contract
Non Liability and Indemnification. 18.01. Modifying (to the extent of any inconsistency between such provisions and this Paragraph 12) and supplementing those provisions of Article 24B of the Xxxxxxxxx that have been incorporated into this Sublease, as such provisions are applicable to the Sublease Premises:
A. Neither Landlord, any Superior Mortgagee, Sublandlord nor any partner, director, officer, principal, shareholder, agent, servant or employee of Landlord or any Superior Mortgagee, 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 persons or 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 place or by dampness or by any other cause of whatsoever nature, except to the extent any such injury or damage resulted from the acts or omissions of Sublandlord or of any of Sublandlord’s agents, employees or contractors; (iii) any such damage caused by other tenants or persons in, upon or about in the Building, Building or caused by operations in construction of any private, public or quasi-public work nor shall work; or (iv) any latent defect in the foregoing parties be liable for damage to Sublease Premises or loss of property of Tenant or others entrusted to employees of Landlord or its agents nor for loss due to theftin the Building.
18.02. Tenant B. Subtenant agrees, irrespective of whether Subtenant shall indemnify have been negligent in connection therewith, to indemnify, protect, defend and hold harmless Landlord save harmless, Sublandlord and all Superior Mortgagees and its and their respective Sublandlord’s partners, officers, directors, officers, principals, shareholderscontractors, agents and employees (individually and collectively, the “Indemnified Party”) from and against any and all third-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 claims or otherwise), to which any such Indemnified Party may be subject or suffer arising from from, or in connection with with: (i) any event liability or claim for any injury to, or death of, any person or persons, or damage to property (including any loss of use thereof), occurring as a result of or any condition created by the negligent or wrongful acts of Tenant or its employees or contractors in or about the 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 or by Overlandlord or by Overlandlord’s agents or employees) in or about the Sublease Premises during the term Term and during the period of time, if any, prior to the Commencement Date that Subtenant may have been given access to the Sublease Premises, or (iii) any default by Subtenant in the performance of Subtenant’s obligations under this Lease Sublease, or in connection with (iv) any other negligent act, omission, carelessness, negligence or wrongful act misconduct of Subtenant or omission of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, Subtenant’s agents, employees or contractors; together with all costs, expenses and liabilities incurred in . The indemnification obligations of Subtenant under this Section 12 shall not include any matters arising out of the gross negligence 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 Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason willful misconduct of any such claim, Tenant, upon notice from Landlord or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory)Sublandlord.
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactory.
Appears in 1 contract
Samples: Sublease (Ameritrans Capital Corp)
Non Liability and Indemnification. 18.0121.01. Neither Landlord, any Superior Mortgagee, Landlord nor any partner, joint venturer, director, officer, principal, shareholder, agent, servant or employee of Landlord or any 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, irrespective of the cause of such injury, damage or loss, unless caused by or resulting from the negligence or intentional wrongful act of Landlord, its agents, servants or employees in the operation or maintenance of the Land or Building without contributory negligence on the part of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors. Further, neither Landlord nor any partner, joint venturer, director, officer, agent, servant or employee of Landlord shall be liable for, nor shall the provisions of Section 21.02 (b) apply with respect to (a) any such damage caused by other tenants or persons Persons in, upon or about the Land or Building, or caused by operations in construction of any private, public or quasi-public work nor shall the foregoing parties be liable work; or (b) for damage to or consequential damages arising out of any loss of property use of the Demised Premises or any equipment or facilities therein by Tenant or others entrusted to employees of Landlord any Person claiming through or its agents nor for loss due to theftunder Tenant.
18.02. (a) Tenant shall indemnify and hold harmless Landlord and all Superior Mortgagees Lessors and its and their respective partners, joint venturers, directors, officers, principalsagents, shareholders, agents servants and employees from and against any and all third-party claims arising from or in connection with (a) the conduct or management of the Demised Premises or of any event occurring as a result of business therein, or any work or thing whatsoever done, or any condition created (other than by Landlord) in the negligent or wrongful acts of Tenant or its employees or contractors in or about the Demised Premises during the term Term or during the period of this Lease time, if any, prior to the Commencement Date that Tenant may have been given access to the Demised Premises; (b) any act, omission or in connection with any other negligent or wrongful act or omission negligence of Tenant or any of its subtenants or licensees or its or their partners, joint venturers, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever (unless caused solely by Landlord’s negligence) occurring in the Demised 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, including, without limitation, all attorneys’ fees and expenses. In case of any action or proceeding is brought against Landlord and/or any Superior Lessor and/or its or their partners, joint venturers, directors, officers, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Lessor, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord).
(b) Landlord shall indemnify and hold harmless Tenant from and against any and all claims arising from any negligent or intentionally wrongful act of Landlord (to the extent same arise from the negligence or intentionally wrongful act of Landlord) in the conduct or management of the Common Areas by Landlord (not including any services performed or obtained by Tenant pursuant to paragraphs R12 (b) or (c) of the Rider), together with all 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 the event any action or proceeding be brought against Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be is brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the . Counsel satisfactory to Landlord’s insurance company counsel carrier shall be deemed satisfactorysatisfactory to Tenant for purposes of this paragraph. Notwithstanding anything contained herein to the contrary, nothing contained herein shall be construed as relieving any insurer pursuant to any policy of insurance maintained by Tenant or required to be maintained by Tenant pursuant to this Lease from any obligation to defend and indemnify any party referred as being entitled to coverage thereunder pursuant to this Lease.
21.03. Notwithstanding any provision to the contrary, Tenant shall look solely 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 estate and property but not the proceeds of any financing or refinancing thereof) in the event of any claim against Landlord 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 Tenant 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 Demised Premises or the Common Areas shall be limited to such estate and property of Landlord (or sale proceeds). No other properties or assets 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 judgement (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 attorneys. Tenant hereby waives the right 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 to any court or governmental authority (by way of fines or otherwise) for Landlord’s failure or refusal to observe a judicial decree or determination, or to any third party.
Appears in 1 contract
Samples: Lease Agreement (Vs Direct Inc.)
Non Liability and Indemnification. 18.01. A. Neither Landlord, any Superior Mortgagee, Sublandlord nor any partner, director, officer, principal, shareholder, agent, servant or employee of Landlord or any Superior Mortgagee, 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 persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, mold, 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 place or by dampness or by any other cause of whatsoever nature, unless such injury or damage is caused by the negligent act or omission or willful misconduct of Sublandlord and is not otherwise subject to the provisions of Sections 17.4, 17.5 and 17.6 of the Overlease; (iii) any such damage caused by other tenants or persons inpersonx xx xxx Building (other than Sublandlord, upon or about the BuildingSubtenant, their respective Affiliates and all of their respective agents) or caused by operations in construction of any private, public or quasi-public work nor shall work; or (iv) any latent defect in the foregoing parties be liable for damage to Sublease Premises or loss of property of Tenant or others entrusted to employees of Landlord or its agents nor for loss due to theftin the Building.
18.02. Tenant shall indemnify B. Subtenant agrees to indemnify, protect, defend and hold harmless Landlord save harmless, Sublandlord and all Superior Mortgagees and its and their respective Sublandlord's partners, officers, directors, officerscontractors, principalsagents, shareholders, agents affiliates and employees (individually and collectively, the "Indemnified Party") from and against any and all third-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 claims or otherwise) (collectively, "Claims"), to which any such Indemnified Party may be subject or suffer arising from from, or in connection with with: (i) any event liability or claim for any injury to, or death of, any person or persons, or damage to property (including any loss of use thereof), occurring as a result of or any condition created by the negligent or wrongful acts of Tenant or its employees or contractors in or about the 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 Term and during the period of time, if any, prior to the Commencement Date that Subtenant may have been given access to the Sublease Premises, or (iii) any default by Subtenant in the performance of Subtenant's obligations under this Lease Sublease, or in connection with (iv) any other negligent or otherwise wrongful act or omission of Tenant Subtenant or of any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, Subtenant's agents, employees or contractors; together with all costs. Notwithstanding anything to the contrary contained in this Paragraph, expenses in no event shall Subtenant be obligated to indemnify an Indemnified Party for the negligence or willful misconduct of an Indemnified Party. The indemnity in this Paragraph shall be subject to Sublandlord's waiver of subrogation set forth in Section 11(D).
C. Sublandlord agrees to indemnify, protect, defend and liabilities incurred in or in connection with each such claim or action or proceeding brought thereonsave harmless Subtenant and Subtenant's shareholders, including, without limitation, reasonable attorneys’ fees and expenses. In case any action or proceeding be brought against Landlord and/or any Superior Mortgagee and/or its or their partnersofficers, directors, officerscontractors, principalsagents, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents affiliates and employees harmless (individually and collectively, the "Subtenant Indemnified Party") from and against any and all third-party claims Claims, to which any such Subtenant Indemnified Party may be subject or suffer arising from from, or in connection with with: (i) any event occurring as a result default by Sublandlord in the performance of Sublandlord's obligations under this Sublease or the Overlease or (ii) any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or otherwise wrongful act or omission omissxxx (xxxxe there is a duty to act) of Landlord Sublandlord or its partners; directors, principals, shareholders, officers, of any of Sublandlord's agents, employees or contractors; together with all costs. Notwithstanding anything to the contrary contained in this Paragraph, expenses and liabilities incurred in no event shall Sublandlord be obligated to indemnify a Subtenant Indemnified Party from Subtenant's negligence or willful misconduct. The indemnity in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel this Paragraph shall be deemed satisfactorysubject to Subtenant's waiver of subrogation set forth in Paragraph 11(D).
Appears in 1 contract
Non Liability and Indemnification. 18.0121.01. Neither Landlord, any Superior Mortgagee, Landlord nor any partner, joint venturer, director, officer, principal, shareholder, agent, servant or employee of Landlord or any 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, irrespective of the cause of such injury, damage or loss, unless caused by or resulting from the negligence of Landlord, its agents, servants or employees in the operation or maintenance of the Land or Building. Further, neither 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 tenants or persons Persons in, upon or about the Land or Building, or caused by operations in construction of any private, public or quasi-public work nor shall the foregoing parties be liable work; or (b) even if negligent, for damage to or consequential damages arising out of any loss of use of the Demised Premises or any equipment or facilities therein by Tenant or any Person claiming through or under Tenant.
21.02. Notwithstanding any provision to the contrary, Tenant shall look solely to the estate and property of Tenant Landlord in and to the Land and Building (or others entrusted to employees the proceeds received by Landlord on a sale of such estate and property but not the proceeds of any financing or refinancing thereof) in the event of any claim against Landlord or its agents nor for loss due to theft.
18.02. Tenant shall indemnify and hold harmless Landlord and all Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees from and against any and all third-party claims arising from out of or in connection with any event occurring as a result this Lease, the relationship of or any condition created by the negligent or wrongful acts of Landlord and Tenant or its employees Tenant's use of the Demised Premises or contractors in or about the Premises during Common Areas, and Tenant agrees that the term liability of this Lease Landlord 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 shall be limited to such estate and property of Landlord (or sale proceeds). No other properties or assets 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 judgement (or other judicial process) or for the satisfaction of any other negligent or wrongful act or omission remedy of Tenant or any of its subtenants or licensees or its or their partnersarising out of, directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with each 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 claim lien on or action or proceeding brought thereoninterest in such other properties and assets by executing, including, without limitation, reasonable acknowledging and delivering to Landlord an instrument to that effect prepared by Landlord's attorneys’ fees . Tenant hereby waives the right of specific performance and expenses. In case any action or proceeding be brought against Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord other remedy allowed in equity if specific performance or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against other remedy could result in any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts liability of Landlord or its employees or contractors in or about for the Building during the term payment of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory money to Tenant, the insurance company counsel shall be deemed satisfactoryor to any court or governmental authority (by way of fines or otherwise) for Landlord's failure or refusal to observe a judicial decree or determination, or to any third party.
Appears in 1 contract
Samples: Lease (G Iii Apparel Group LTD /De/)
Non Liability and Indemnification. 18.01. Section 17.1 Neither Landlord, any Superior Mortgagee, Landlord nor the Board of Managers nor any partneremployees, directorpartners, officermembers, principalmanagers, shareholdershareholders, agentofficers, servant directors, trustees, agents or employee contractors of Landlord or any Superior Mortgagee, the Board of Managers shall be liable to Tenant for any injury or damage caused by to Tenant or to any other tenants person or persons in, upon or about the Buildingfor any damage to, or caused loss (by operations in construction of theft or otherwise) of, any private, public or quasi-public work nor shall the foregoing parties be liable for damage to or loss of property of Tenant or others entrusted of any other person, irrespective of the cause of such injury, damage or loss, unless (in the case of Landlord) caused by or due to employees the breach of any Landlord’s obligations under this Lease or the negligence or other wrongful act or omission of Landlord or the Board of Managers, or any of its employees, partners, members, managers, shareholders, officers, directors, trustees, agents nor for loss due to theftor contractors.
18.02. Section 17.2 Tenant shall indemnify and hold save harmless Landlord and all Superior Mortgagees and its the Board of Managers and their respective employees, partners, members, managers, shareholders, officers, directors, officers, principals, shareholderstrustees, agents and employees contractors against and from and against (a) any and all third-party claims arising from (i) any default in the performance of any of Tenant’s obligations hereunder, (ii) Tenant’s use and occupancy of the Demised Premises and performance of the Third Floor Work or in connection with (iii) any event occurring as a result of or any condition created by the negligent or wrongful acts of Tenant or its employees or contractors in or about the Premises during the term of this Lease or in connection with any other negligent or otherwise wrongful act or omission of Tenant or any of its subtenants sub-tenants or licensees or its or their employees, partners, directorsmembers, principalsmanagers, shareholders, officers, agentsdirectors, employees trustees, agents or contractors; together with contractors in and about the Building, and (b) all costs, expenses and liabilities (including penalties, fines and reasonable counsel fees) incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, reasonable attorneys’ fees and expensesexcept that no claim shall be made by reason of damage to the Demised Premises unless in connection with Section 13.1. In case any action or proceeding be is brought against Landlord and/or or the Board of Managers (or any Superior Mortgagee and/or its or of their employees, partners, members, managers, shareholders, officers, directors, officerstrustees, principals, shareholders, agents and/or employees or agents) by reason of any such claim, Tenant, upon notice from Landlord or such Superior Mortgageethe Board of Managers (as the case may be), shall resist and defend such action or proceeding (proceeding. The foregoing indemnity is given by counsel reasonably satisfactory Tenant in its capacity as tenant hereunder and not as a telecommunication service provider to Landlord the Building or such Superior Mortgagee and as an Owner or Occupant of the insurance company counsel shall be deemed satisfactory)Verizon Units.
18.03. Section 17.3 Landlord shall indemnify and hold save harmless Tenant and its employees, partners, members, managers, shareholders, officers, directors, officers, principals, shareholderstrustees, agents and employees harmless contractors against and from and against (a) any and all third-party claims arising from or in connection with any event occurring as a result (i) by reason of or resulting from any condition created default in the performance of any of the Landlord’s obligations hereunder, (ii) by the reason of any negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or otherwise wrongful act or omission of Landlord or any of its employees, partners; directors, principalsmembers, managers, shareholders, officers, agentsdirectors, employees trustees, agents or contractors; together with , in and about the Building, and (b) all costs, expenses and liabilities (including penalties, fines and reasonable counsel fees) incurred in or in connection with each such claims including, without limitation, all attorneys’ fees and expensesclaim or any action or proceeding brought thereon. In case any action or proceeding be is brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, LandlordLandlord shall, upon on notice from Tenant, shall resist and defend such action or proceeding proceeding.
Section 17.4 Whenever either party shall be obligated under the terms of this Lease to indemnify the other party, the indemnitor shall be entitled to defend the indemnitee by counsel chosen by the indemnitor who shall be reasonably satisfactory to Tenantthe indemnitee and the indemnitor or its counsel shall keep the indemnitee fully apprised at all times of the state of such defense. Counsel for the indemnitor’s insurer (or, if the indemnitor is New York University or its Affiliate, the insurance company counsel Office of Legal Counsel of New York University or, if the indemnitor is Verizon or its Affiliate, the Verizon Legal Department) shall be deemed satisfactorysatisfactory to the indemnitee. Neither party shall be liable for nor indemnify the other against consequential damages.
Section 17.5 The performance of the obligations of a party hereunder (other than financial obligations) shall be suspended to the extent it is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of Force Majeure, provided that it shall in each instance exercise reasonable diligence to effect performance when and as soon as possible. However, nothing contained in this Section shall be deemed to extend or otherwise modify or affect any of the time limits and conditions set forth in Articles 18 and 19.
Section 17.6 The provisions of this Article are intended to be cumulative to, and shall not be deemed to supersede, limit or modify any of the other provisions of this Lease.
Section 17.7 Except as otherwise provided herein, Tenant (in its capacity as “Tenant” hereunder) shall look only to Landlord’s estate in the Third Floor Unit (or the proceeds thereof, including any mortgage thereof and the rents, profits, and casualty, condemnation or other proceeds derived therefrom) for the satisfaction of Tenant’s remedies requiring the payment of money by Landlord in the event of any default by Landlord hereunder, and no other property or assets of Landlord shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this Lease, the relationship of Landlord and Tenant hereunder or Tenant’s use and occupancy of the Demised Premises. Nothing contained in this Section shall be deemed to alter or limit any of Landlord’s obligations hereunder.
Appears in 1 contract
Samples: Contract of Sale
Non Liability and Indemnification. 18.01. Neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (in any case whether disclosed or undisclosed), shall be liable to Tenant for any loss, injury or damage to Tenant or its employees, agents, contractors, subtenants and licensees, or to its or their property, irrespective of the cause of such injury, damage or loss, nor shall the aforesaid parties be liable for any damage to property of Tenant or its employees, agents, contractors, subtenants and licensees entrusted to employees of Landlord nor for loss of or damage to any such property by theft or otherwise and in either case unless and to the extent caused by or resulting from the negligence or willful misconduct of Landlord, its agents, contractors, servants or employees in the operation or maintenance of the Premises or the Real Property. Further, neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any partner, director, officer, principal, shareholder, agent, servant or employee of Landlord Landlord, any Superior Lessor or any Superior Mortgagee, shall be liable to Tenant (a) for any such damage caused by other tenants or persons in, upon or about the BuildingBuilding or the Real Property, or caused by operations in construction of any private, public or quasi-public work nor shall unless caused by or resulting from the foregoing parties be liable negligence or willful misconduct of Landlord, its agents, contractors, servants or employees in the operation or maintenance of the Premises or the Real Property; or (b) even if negligent, for damage to or consequential damages arising out of any loss of property use of the Premises or any equipment, facilities or other Tenant’s Property therein by Tenant or others entrusted to employees of Landlord any person claiming through or its agents nor for loss due to theftunder Tenant.
18.02. Subject to the provisions of Section 9.04 hereof, Tenant shall indemnify and hold harmless Landlord and all Superior Lessors and Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees from and against any and all third-party claims arising from or in connection with (a) the conduct or management of the Premises or of any event occurring as a result of business therein, or any condition created work or thing whatsoever done, or any Alteration performed by the negligent or wrongful acts on behalf of Tenant or its employees or contractors in or about the Premises during the term of this Lease lease or during the period of time, if any, prior to the Commencement Date that Tenant may have been given access to the Premises excluding, however, any claim, demand, loss, damage, cause of action or liability which is due to the negligence or willful misconduct of Landlord, its predecessors in connection with interest or its employees, contractors, invitees (which are not Tenant’s invitees) or licensees, or agents; (b) any other negligent act, omission or wrongful act or omission negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever occurring in, at or upon the Premises excluding, however, any claim, demand, loss, damage, cause of action or liability which is due to the negligence or willful misconduct of Landlord, its predecessors in interest or its employees, contractors or agents; 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, including, without limitation, reasonable all attorneys’ fees and expenses. In case any action or proceeding be brought against Landlord and/or any Superior Lessor or Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Lessor or Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Lessor or Superior Mortgagee and the insurance company counsel of Tenant’s insurer shall be deemed satisfactorysatisfactory thereto).
18.03. Landlord agrees that Tenant’s hold harmless and indemnification obligations pursuant to this Section 18.02 shall indemnify be subject to Section 9.04 hereof and hold Tenant and shall in no event extend to (x) consequential damages or (y) any claims, demands, loss, damage, cause of action or liability due to the presence of Hazardous Materials (as hereinafter defined) in the Premises unless such Hazardous Materials were installed by Tenant, its partnersagents, directorscontractors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Tenant’s subtenants (other than Landlord or its employees designee), licensees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, their respective agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactory.
Appears in 1 contract
Non Liability and Indemnification. 18.01. 23.01 Neither Landlord, any Superior Mortgagee, nor any partner, director, officer, principal, shareholder, agent, servant agent or employee of Landlord or any Superior MortgageeLandlord, shall be liable to Tenant for any damage caused by other tenants or persons inTenant, upon or about the Buildingits employees, agents, contractors, invitees, guests, subtenants, licensees, or caused by operations anyone else in construction possession of any privatethe demised premises under or through Tenant, public or quasi-public work nor shall the foregoing parties be liable for damage to or loss of property of Tenant or others entrusted to employees of Landlord or its agents nor for loss due to theft.
18.02. and Tenant shall indemnify and indemnify, hold harmless Landlord and all Superior Mortgagees and defend Landlord, its and their respective partners, directorsemployees, officers, principalsmembers, shareholders, agents successors and employees assigns, from and against any and all third-party claims liabilities, loss, damage, cost, expense (including, but not limited to reasonable attorney's fees and expenses and any other professional fees and expenses), cause of action, suit, claim, demand or judgment of any nature pertaining to, arising from or in connection with related to injury or damage to Tenant or to any event occurring as a result other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant and/or of any other person, irrespective of the cause of such injury, damage or any condition created loss except to the extent said injury, damage or loss is caused by the negligent negligence or wrongful acts willful misconduct of the Landlord, its agents or employees.
23.02 Tenant shall defend, indemnify and save harmless Landlord and its agents, employees, officers, members, shareholders, successors and assigns from and against all loss, liabilities, obligations, damages, penalties, claims, costs, charges, damages and expenses of any kind whatsoever (including, without limitation, reasonable architects' and attorneys' fees) which may be imposed upon or incurred by or asserted against Landlord and/or its agents (except to the extent arising from the negligence or willful misconduct of Landlord its agents or employees) by third parties which are invitees, licensed agents or contractors of Tenant by reason of any of the following: (a) any work or its employees or contractors thing done in or about the Premises demised premises during the term Lease Term by or at the insistence of this Lease Tenant, its agents, contractors, subcontractors, servants, employees, licensees, guests, subtenants, or in connection with invitees; (b) any other 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 while in their capacity as such; (c) any accident, injury or damage to any person or property occurring in, on or about the demised premises or any part thereof during the Lease Term; (d) violation by Tenant of any laws or regulations during the Lease Term; (e) 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 partnerscomplied with; and (f) the operation of the demised premises during the Term of the Lease or the use, directors, principals, shareholders, officers, agents, employees occupation or contractors; together with all 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 expensesalteration of same. In case any action or proceeding be is brought against Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by such a third party by reason of any such claim, Tenant, Tenant upon written notice from Landlord shall at Tenant's expense resist or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory approved by Landlord in writing, which approval Landlord shall not unreasonably withhold or delay. Prior to delivering the demised premises to Landlord at the end of the Lease, any and all claims, actions or causes of actions by any occupants or subtenants thereof shall have been settled or shall otherwise be assumed by Tenant, . This provision shall survive the insurance company counsel shall be deemed satisfactorytermination of the Lease for one year after Tenant surrenders possession of the Building.
Appears in 1 contract
Samples: Lease Agreement (Trans Lux Corp)
Non Liability and Indemnification. 18.01. (a) Neither Landlord, Landlord (except to the extent expressly set forth in this lease) any affiliate of Landlord or any Superior Mortgagee, nor any direct or indirect partner, member, trustee, managing agent, beneficiary, director, officer, shareholder, principal, shareholder, agent, servant or employee of Landlord or of any affiliate of Landlord or any Superior MortgageeMortgagee (in any case whether disclosed or undisclosed) (each of the foregoing being sometimes referred to herein as a “Landlord Party”), shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss, nor shall the aforesaid parties be liable for any damage to property of Tenant or of others entrusted to employees of Landlord, nor for loss of or damage to any such property by theft or otherwise; provided, however, that subject to the provisions of Section 9.04 and Section 35.03, nothing contained in this Section 18.01(a) shall be construed to exculpate Landlord for loss, injury or damage to the extent caused by or resulting from the negligence of Landlord, its agents, servants, employees and contractors in the operation and maintenance of the Premises and Real Property. Further, no Landlord Party shall be liable, (i) for any such damage caused by other tenants or persons in, upon or about the BuildingBuilding or Real Property; or (ii) even if negligent, for indirect, consequential, special, punitive, exemplary, incidental or other like damages arising out of any loss of use of the Premises or any equipment, facilities or other Tenant’s Property therein by Tenant or any person claiming through or under Tenant.
(b) Neither Tenant (except to the extent expressly set forth in this lease), any Affiliate of Tenant, nor any direct or indirect partner, member, trustee, managing agent, beneficiary, director, officer, shareholder, principal, agent, servant or employee of Tenant (in any case whether disclosed or undisclosed) (each of the foregoing being sometimes referred to herein as a “Tenant Party”), shall be liable to Landlord for any loss, injury or damage to Landlord or to any other person, or caused by operations in construction to its or their property, irrespective of any privatethe cause of such injury, public damage or quasi-public work loss, nor shall the foregoing aforesaid parties be liable for any damage to or loss of property of Tenant Landlord or of others entrusted to employees of Landlord or its agents Tenant, nor for loss due of or damage to theftany such property by theft or otherwise; provided, however, that subject to the provisions of Section 9.04 and Section 35.03, nothing contained in this Section 18.01(b) shall be construed to exculpate Tenant for loss, injury or damage to the extent caused by or resulting from the negligence of Tenant, its agents, servants, employees and contractors in the operation or maintenance of the Premises. Further, no Tenant Party shall be liable, (i) for any such damage caused by other tenants or persons in, upon or about the Building or Real Property; or (ii) even if negligent, for indirect, consequential, special, punitive, exemplary, incidental or other like damages arising out of any loss of use of Premises or any equipment, facilities or other property of Landlord by Landlord or any person claiming through or under Landlord (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises).
18.02. Subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Tenant shall indemnify and hold harmless each Landlord and all Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees Party from and against any and all third-party claims arising from or in connection with (a) the occupancy, conduct or management of the Premises or of any event occurring as a result of business therein, or any work or thing whatsoever done, or any condition created (other than by the negligent or wrongful acts of Tenant or Landlord, its agents, employees or contractors contractors) in or about the Premises during the term of this Lease lease; (b) any act, omission (where there is an affirmative duty to act) or in connection with any other negligent or wrongful act or omission negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever (except to the extent caused by the negligence or willful misconduct of Landlord or its agents, employees, or contractors) 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. In case any action or proceeding be brought against Landlord and/or any Landlord Parties by reason of any such claim, Tenant, upon notice from Landlord or such Landlord Party, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Landlord and such Landlord Party. Provided that Tenant complies with the requirements of this Section with respect to any third-party claim, Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party with respect thereto. If the issuer of any insurance policy maintained by Tenant and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Landlord and such Landlord Party shall permit such insurance carrier to defend the claim with its counsel and (i) neither Landlord nor any Landlord Party shall settle such claim without the consent of the insurance carrier (unless such settlement would relieve Landlord or such Landlord Party of all liability for which Tenant or its insurance carrier may be liable hereunder and Tenant and its insurance carrier shall have no liability for such settlement), (ii) Tenant shall have the right to settle such claim without the consent of Landlord if Landlord and each Landlord Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Landlord and each applicable Landlord Party shall reasonably cooperate, at Tenant’s expense, with the insurance carrier in its defense of any such claim, and (iv) Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party. In no event shall Tenant be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises). The provisions of the preceding four sentences shall apply with full force and effect to any obligation of Tenant contained in this lease to indemnify Landlord and/or all Landlord Parties, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease.
18.03. Notwithstanding anything contained in Section 18.01 to the contrary and subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Landlord shall indemnify and hold harmless each Tenant Party from and against (a) any and all third-party claims arising from or in connection with any act, omission (where there is an affirmative duty to act) or negligence of Landlord and its partners, directors, principals, shareholders, officers, agents, employees or contractors, and (b) any breach or default by Landlord in the full and prompt performance of Landlord’s obligations under this lease; together with all reasonable out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable out-of-pocket attorneys’ fees and expenses. In case no event shall Landlord be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any action or proceeding be brought portion of Tenant’s interest in the Premises). If any such third-party claim is asserted against Landlord Tenant and/or any Superior Mortgagee and/or its or their partnersTenant Party, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon Tenant shall give Landlord prompt notice from thereof and Landlord or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case claim (including any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding thereon) by counsel reasonably satisfactory to Tenant. Provided that Landlord complies with the requirements of this Section with respect to any third-party claim, Landlord shall not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party with respect thereto. If the issuer of any insurance policy maintained by Landlord and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Tenant shall permit such insurance carrier to defend the claim with its counsel and (i) neither Tenant nor any Tenant Party shall settle such claim without the consent of the insurance company carrier (unless such settlement would relieve Tenant or such Tenant Party of all liability for which Landlord or its insurance carrier may be liable hereunder and Landlord and its insurance carrier shall have no liability for such settlement), (ii) Landlord shall have the right to settle such claim without the consent of Tenant if Tenant, each Tenant Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Tenant and each applicable Tenant Party shall reasonably cooperate, at Landlord’s expense, with the insurance carrier in its defense of any such claim, and (iv) Landlord shall not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party. The provisions of this Section 18.03 shall be deemed satisfactoryapply with full force and effect to any obligation of Landlord contained in this lease to indemnify Tenant and/or a Tenant Party, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease.
Appears in 1 contract
Samples: Lease Agreement (Citigroup Inc)
Non Liability and Indemnification. 18.0120.01. Neither Landlord, any Superior Mortgagee, Landlord nor any partner, director, officer, principal, shareholder, agent, servant agent or employee of Landlord or any Superior Mortgagee, shall be liable to Tenant for any injury or damage caused by to Tenant or to any other tenants person or persons in, upon or about the Buildingfor any damage to, or caused loss (by operations in construction of theft or otherwise) of, any private, public or quasi-public work nor shall the foregoing parties be liable for damage to or loss of property of Tenant or others entrusted of any other person, except to employees the extent such injury, loss or damage is due to the gross negligence or willful misconduct of Landlord.
20.02. Tenant shall indemnify, defend and save Landlord harmless against and from all liabilities, claims, suits, fines, penalties, damages, losses, fees, costs and expenses (including reasonable attorneys’ fees) which may be imposed upon, incurred by or asserted against Landlord by reason of (a) any work or thing done in, on or about the Demised Premises or any part thereof by or on behalf of Tenant; (b) any use, occupation, condition, operation of the Demised Premises or any part thereof or of any parking lot, street, alley, sidewalk, curb, vault, passageway or space adjacent thereto or any occurrence on any of the same on the part of Tenant; (c) any act or omission on the part of Tenant or any subtenant or any employees, licenses or invitees; (d) any accident, injury (including death) or damage to any third party or property owned by someone other than Tenant and not under the care, custody or control of Tenant occurring in or about the Demised Premises or any part thereof or in, on or about any street, alley, sidewalk, curb, vault, passageway or space adjacent thereto, unless due to the gross negligence or willful misconduct of Landlord, its agents or employees; and/or (e) any failure on the part of Tenant to perform or comply with any of the covenants, agreements, terms or conditions contained in this lease.
20.03. Tenant shall not be held responsible for, and is hereby expressly relieved from, 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, Tenant’s employees, invitees, agents, contractors or affiliates. Landlord agrees to indemnify, defend and save Tenant 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 to the extent arising from the gross negligence or willful misconduct of Landlord or its agents nor for loss due to theftemployees, agents, or contractors (excluding any other tenants of the Building). The provisions of Section 20.02 and 20.03 shall survive the expiration or earlier termination of the Lease.
18.0220.04. Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall indemnify and hold harmless be in no way affected, impaired or excused because Landlord and all Superior Mortgagees and is unable to fulfill, or is delayed in fulfilling, any of its and their respective partnersobligations under this Lease by reason of strike, directorsother labor trouble, officers, principals, shareholders, agents and employees from and against any and all thirdgovernmental pre-party claims arising from emption or priorities or other controls in connection with any event occurring as a result national or other public emergency or shortages of fuel supplies or any condition created by the negligent labor resulting therefrom, or wrongful acts of Tenant or its employees or contractors in or about the Premises during the term of this Lease or in connection with any other negligent or wrongful act or omission of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, like cause beyond Landlord’s reasonable attorneys’ fees and expensescontrol. In case any action or proceeding be brought against Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third4846-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactory.0294-9028.v11
Appears in 1 contract
Samples: Lease Agreement (UroGen Pharma Ltd.)
Non Liability and Indemnification. 18.01. Section 19.01 Neither Landlord nor Landlord's agents, any Superior Mortgageeofficers, nor any partnerdirectors, directorshareholders, officer, principal, shareholder, agent, servant partners or employee of Landlord principals (disclosed or any Superior Mortgagee, undisclosed) shall be liable to Tenant 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 attorneys' fees and disbursements), penalty or fine incurred in connection with or arising from any injury to Tenant (or to any of Tenant's agents, employees, contractors, subcontractors, guests, invitees, licensees, concessionaires and/or subtenants) for any damage to, or loss (by theft or otherwise) of, any of Tenant's Property or of the property of any of Tenants' agents, employees, contractors, subcontractors, guests, invitees, licensees, concessionaires and/or subtenants, irrespective of the cause of such injury, damage or loss, unless due to the negligence or willful misconduct of Landlord or Landlord's agents, employees, contractors, invitees or licensees, it being understood that no property, other than such as might normally be brought upon or kept in the Premises as incidental to the reasonable use of the Premises for the purposes herein permitted will be brought upon or be kept in the 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.
Section 19.02 Neither any (a) performance by Landlord, Tenant or others of any repairs, improvements, alterations, additions, installments, 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, upon or about in the Building, or caused by operations in the construction of any private, public or quasi-public work nor shall work, or by any other cause, (e) latent defect in the foregoing parties be liable for damage to Building, Building Equipment or loss of property of Premises, (f)
Section 19.03 Tenant or others entrusted to employees of hereby indemnifies Landlord or its agents nor for loss due to theft.
18.02. Tenant shall indemnify and hold harmless Landlord and all Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees from and against any and all third-party claims arising from or liability in connection with or arising from (a) any event occurring as a result default by Tenant in the performance of any of the terms of this Lease on Tenant's part to be performed, or (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any condition created by person claiming under Tenant in violation of the negligent provisions of this Lease, or wrongful acts (c) any acts, omissions or negligence of Tenant or its employees contractors, subcontractors, agents, employees, invitees or contractors licensees, in or about the Premises or the Real Property either prior to, during or after the term expiration of, the Term.
Section 19.04 Tenant shall pay to Landlord as Additional Rent, within ten (10) days following rendition by Landlord to Tenant of this Lease bills or in connection with any other negligent or wrongful act or omission of Tenant or any of its subtenants or licensees or its or their partnersstatements therefor, directorssums equal to all losses, principals, shareholders, officers, agents, employees or contractors; together with all costs, liabilities, claims, damages, fines, penalties and expenses referred to in Section 19.03.
Section 19.05 The provisions of Sections 19.01 and liabilities incurred 19.03 are subject to the provisions of Sections 8.06 and 8.07 and in or the event of any inconsistency the provisions of 8.06 and 8.07 shall control.
Section 19.06 Landlord agrees that 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 Landlord, Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Mortgagee, shall resist and defend such action or proceeding will not make a claim against Tenant for consequential damages (by counsel reasonably satisfactory as opposed to Landlord or such Superior Mortgagee and the insurance company counsel actual damages); provided that nothing contained in this Section 19.06 shall be deemed satisfactory).
18.03. Landlord shall indemnify to limit Landlord's right to (a) seek such damages as set forth in Article 17 and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or elsewhere in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, (which shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall not be deemed satisfactoryconsequential damages), and (b) indemnification under this Article 19, even if it would result in Tenant paying consequential damages.
Appears in 1 contract
Non Liability and Indemnification. 18.01. Neither LandlordSection 20.01 Tenant shall not do or permit any act or thing to be done upon the Premises which may subject Landlord to any liability or responsibility for injury, damages to persons or property or to any Superior Mortgagee, nor any partner, director, officer, principal, shareholder, agent, servant or employee of Landlord or any Superior Mortgagee, shall be liable to Tenant for any damage caused liability by other tenants or persons in, upon or about the Building, or caused by operations in construction reason of any privateviolation of law or of any legal requirement of public authority, public or quasi-public work nor but shall exercise such control over the foregoing parties be liable for damage Premises to or loss of property of Tenant or others entrusted to employees of fully protect Landlord or its agents nor for loss due to theft.
18.02against any such liability. Tenant shall defend, indemnify and hold harmless Landlord and all Superior Mortgagees and its and their respective partnersLandlord, managing agent, other agents, officers, directors, officersshareholders, partners, principals, shareholders, agents employees and employees tenants in common (whether disclosed or undisclosed) (hereinafter collectively referred to as the “Landlord Parties”) from and against any and all third-party claims claims, demands, liability, losses, damages, costs and expenses (including reasonable attorneys’ fees and disbursements) arising primarily and directly from (a) any breach or default by Tenant in connection with any event occurring as the full and prompt payment and performance of Tenant’s obligations hereunder beyond the cure period contained in a result written notice; (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any condition created by the negligent person claiming under or wrongful acts through Tenant; (c) any act, omission or negligence of Tenant or any of its employees subtenants, assignees or licensees or its or their partners, principals, directors, officers, agents, invitees, employees, guests, customers or contractors during the term hereof; (d) any accident, injury or damage occurring in or about the Premises during the term hereof; (e) the performance by Tenant of this Lease any alteration or in connection with any other negligent or wrongful act or omission of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, improvement to the Premises including, without limitation, reasonable attorneysTenant’s failure to obtain any permit, authorization or license or failure to pay in full any contractor, subcontractor or materialmen performing work on such alteration; (f)any mechanics lien filed, claimed or asserted in connection with any alteration or any other work, labor, services or materials done for or supplied to, or claimed to have been done for or supplied to, Tenant or any person claiming through or under Tenant and (g) any certification made by any architect or engineer retained by or on behalf of Tenant to any governmental authority (as well as any certification also executed or submitted by Landlord if prepared by Tenant) in connection with any alteration or improvement to the Premises, except to the extent that any such claims, demands, liability, losses, damages, costs or expenses in subsections (a) through (g) have resulted primarily and directly from any Landlord Parties’ fees and expensesacts, omissions, negligence, or willful misconduct. In case If any claim, action or proceeding be is brought against any of the Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees Parties for a matter covered by reason of any such claimthis indemnity, Tenant, upon notice from Landlord the indemnified person or such Superior Mortgageeentity, shall resist and defend such claim, action or proceeding (by with counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the indemnified person or entity (Landlord hereby agreeing that counsel for Tenant’s insurance company counsel shall be deemed satisfactoryis acceptable to Landlord).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term The provisions of this Lease Article shall survive the expiration or in connection with any other negligent or wrongful act or omission sooner termination of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactorythis Lease.
Appears in 1 contract
Samples: Lease Agreement (Vringo Inc)
Non Liability and Indemnification. 18.01. Neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (in any case whether disclosed or undisclosed), shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss, nor shall the aforesaid parties be liable for any damage to property of Tenant or of others entrusted to employees of Landlord nor for loss of or damage to any such property by theft or otherwise except to the extent caused by or resulting from the negligence or wilful misconduct of Landlord, its agents, servants, employees in the operation or maintenance of the Premises or the Real Property. Further, neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any partner, director, officer, principal, shareholder, agent, servant or employee of Landlord Landlord, any Superior Lessor or any Superior Mortgagee, shall be liable (a) to Tenant for any such damage caused by other tenants or persons in, upon or about the BuildingBuilding or the Real Property, or caused by operations in construction of any private, public or quasi-public work nor shall the foregoing parties be liable work; or (b) even if negligent, for damage to or consequential damages arising out of any loss of property use of the Premises or any equipment, facilities or other Tenant's Property therein by Tenant or others entrusted to employees of Landlord any person claiming through or its agents nor for loss due to theftunder Tenant.
18.02. Subject to the terms, conditions, restrictions and limitations elsewhere contained in this Lease, Tenant shall indemnify and hold harmless Landlord and all Superior Lessors and Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees from and against any and all third-party claims arising from or in connection with (a) the conduct of any event occurring as a result of business at the Premises, or any work or thing whatsoever done, or any condition created (other than by the negligent or wrongful acts of Tenant or Landlord, its partners, directors, principals, shareholders, officers, agents, employees or contractors contractors) in or about the Premises during the term of this Lease or in connection with during the period of time, if any, prior to the Commencement Date that Tenant may have been given access to the Premises; (b) any other negligent act, omission or wrongful act or omission negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors in on or about the Premises or otherwise in connection with this Lease; (c) any accident, injury or damage whatever (except to the extent caused by Landlord's negligence or wilful misconduct or the negligence or wilful misconduct of Landlord's partners, directors, principals, shareholders, officers, agents, employees or contractors) 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 reasonable costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ ' fees and expenses. In case any action or proceeding be brought against Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason subject to the provisions of any such claim, Tenant, upon notice from Landlord or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory)Section 18.03 hereof.
18.03. Wherever in this Lease either party is required to indemnify the other party in connection with a claim or suit by a third party, such obligation to indemnify shall be subject to the condition that: (i) the party seeking indemnification shall notify the indemnifying party of such claim, and that the indemnified part is seeking indemnification with respect to such claim, with reasonable promptness after the indemnified party learns of the claim for which indemnification is being sought, (ii) the indemnified party shall cooperate with the indemnifying party in connection with the defense of such claim, (iii) the indemnifying party shall defend such claim (and the indemnifying party covenants and agrees to defend such claim) on behalf of the indemnified party using counsel reasonably acceptable to the indemnified party (counsel selected by the indemnifying party's insurance company being deemed acceptable for this purpose provided no conflict exists which would preclude such counsel's representation of the indemnified party), (iv) the indemnifying party shall have the right to control the defense of such claim, provided, however, that the indemnifying party shall not settle such claim without the prior written consent of the indemnified party unless such settlement includes an unconditional release of all such claims against the indemnified party. From and after the date the indemnifying party has assumed in writing the defense of such claim and provided, and for so long as the indemnifying party is continuing to diligently defend same, the indemnifying party shall not be liable for any attorneys' fees or expenses incurred by the indemnified party in the defense of such claim.
18.04. Subject to the terms, conditions, restrictions and limitations elsewhere contained in this Lease (including, without limitation, the provisions of Section 35.03 hereof), Landlord shall indemnify and hold Tenant and its partners, officers, directors, officers, principals, shareholders, agents shareholders and employees and save such parties harmless from and against any and all third-party claims liability, claims, damages (excluding consequential damages), costs or expenses, including reasonable attorneys' fees, to third parties arising from the negligence or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts wilful misconduct of Landlord or its officers, contractors, agents or employees or contractors in or about the Building during the term Premises or Landlord's breach of this Lease or in connection Landlord's deferral of its obligation to comply with any other negligent Legal Requirements pursuant to Section 8.01 hereof. This provision shall not be construed to make Landlord responsible for loss, damage, liability or wrongful act or omission expense resulting from injuries to third parties to the extent caused by the negligence of Landlord Tenant or its partners; , officers, directors, principals, shareholders, officersemployees, contractors, licensees, agents, employees or contractors; together with all costs, expenses and liabilities incurred in invitees or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against other matters for which Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactoryis liable under this Lease.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 15 Inc)
Non Liability and Indemnification. 18.01. Neither Landlord, any Superior Mortgagee, nor any partner, director, officer, principal, shareholder, agent, servant or employee of 18.1 Landlord or any Superior Mortgagee, shall not be liable to Tenant for any loss, injury or damage to Tenant or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss, unless caused by or resulting from the negligence, willful misconduct or breach of this Lease by Landlord its respective agents, contractors, invitees or employees.
18.2 Tenant shall indemnify Landlord against liability in connection with (a) the conduct or management of the Demised Premises or of any business therein, or any work or thing done or any condition created by or on behalf of Tenant (other tenants than by Landlord, Superior Mortgagee or persons intheir respective agents, upon contractors, invitees or employees) in or about the BuildingDemised Premises during the Term, or caused by operations in construction including, without limitation, the performance of any privateAlterations by or on behalf of Tenant, public (b) any act, omission, negligence or quasi-public work nor shall the foregoing parties be liable for damage to or loss of property willful misconduct of Tenant or others entrusted any subtenant or licensee or their respective employees, agents, contractors or invitees, (c) any accident, injury or damage (except to the extent caused by the negligence or willful misconduct of Landlord, Superior Mortgagee or their respective agents, contractors, invitees or employees) occurring in, at or upon the Demised Premises, (d) the failure of Tenant or any subtenant or licensee or their respective employees, agents, contractors or invitees to comply with those Legal Requirements which are to be complied with by Tenant pursuant to the terms of this Lease, or (e) any other breach or default by Tenant under this Lease. Such indemnity shall not include an indemnity against consequential or special damages. The provisions of this Section 18.2 shall survive the expiration or earlier termination of this Lease.
18.3 Landlord shall indemnify Tenant against liability in connection with (a) any work or thing done, or any condition created, by Landlord or its agents, contractors, invitees or employees in or about the Property during the Term (except to the extent caused by the negligence or willful misconduct of Tenant or Tenant’s agents, contractors or employees), (b) any negligence or willful misconduct of Landlord or its agents nor for loss due employees, agents, contractors or invitees, (c) the failure of Landlord or its employees, agents, contractors or invitees to theftcomply with those Legal Requirements which are to be complied with by Landlord pursuant to the terms of this Lease, or (d) any other breach or default by Landlord under this Lease. Such indemnity shall not include an indemnity against consequential or special damages. The provisions of this Section 18.3 shall survive the expiration or earlier termination of this Lease.
18.0218.4 If any claim, action or proceeding is made or brought against a party indemnified under Sections 18.2 or 18.3 hereof (“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 (not to be unreasonably withheld, conditioned or delayed), and Indemnitor shall not do so except on prior notice to Indemnitee. 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.
18.5 The words “Tenant indemnifies Landlord against liability,” “Tenant shall indemnify Landlord against liability,” “Landlord indemnifies Tenant against liability” or “Landlord shall indemnify Tenant against liability” and words of similar import shall mean that the indemnifying party agrees to indemnify, hold and save harmless Landlord and all Superior Mortgagees and its the indemnified party and their respective partners, directors, officers, principals, shareholders, agents and employees from and against any all loss, cost, liability, claim, damage, fine, penalty and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Tenant or its employees or contractors in or about the Premises during the term of this Lease or in connection with any other negligent or wrongful act or omission of Tenant or any of its subtenants or licensees or its or their partnersexpense, directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, including reasonable attorneys’ fees and expenses. In case disbursements (whether incurred in resisting and defending any action or proceeding be brought or incurred in enforcing the indemnification rights of the indemnified party against Landlord and/or the indemnifying party). The indemnifying party shall pay to the indemnified party upon rendition of bills or statements therefor, an amount equal to all losses, costs, liabilities, claims, damages, fines, penalties and expenses (i) incurred by the indemnified party or any Superior Mortgagee and/or its other indemnified person and (ii) for which the indemnifying party has indemnified the indemnified party or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel other indemnified person. Nothing herein contained shall be deemed satisfactory).
18.03. Landlord shall to require any party to indemnify and hold Tenant and any other party against its partnersown negligence or willful misconduct, directors, officers, principals, shareholders, agents and employees harmless from and or against any and all third-party claims arising from consequential or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactoryspecial damages.
Appears in 1 contract
Non Liability and Indemnification. 18.01. Neither Landlord, any Superior Mortgagee, nor any partner, director, officer, principal, shareholder, agent, servant or employee of Landlord or any Superior Mortgagee, shall be liable to Tenant for any 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 nor shall the foregoing parties be liable for damage to or loss of property of Tenant or others entrusted to employees of Landlord or its agents nor for loss due to theft.
18.02. 20.01 Tenant shall defend, indemnify and hold save harmless Landlord and all Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees against and from and against any and all third-party claims arising from liabilities, obligations, damages, penalties, claims, costs charges and expenses, including reasonable attorneys' fees, which may be imposed upon, incurred by or in connection with asserted against, Landlord and/or its agents or employees by reason of any event occurring as a result of act, occurrence or any condition created by omission within, or pertaining to, the negligent Demised Premises or wrongful acts of Tenant or its employees or contractors in or about the Premises business conducted therein during the term of this Lease or in connection with any other negligent or wrongful act or omission of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; together with all 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 expensesTerm. In case any action or proceeding be is brought against Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, Tenant upon written notice from Landlord shall at Tenant's expense resist or such Superior Mortgagee, shall resist and defend such action or proceeding (by reputable, competent counsel reasonably satisfactory approved by Landlord, and Landlord shall have the right to Landlord direct the defense of such action or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory)proceeding.
18.03. 20.02 Landlord shall defend, indemnify and hold save harmless Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless against and from all liabilities, obligations, damages, penalties, claims, costs, charges and against expenses, including reasonable attorneys' fees, which may be imposed upon, incurred by or asserted against, Tenant and/or its agents or employees, by reason of any and all third-party claims arising from act, occurrence or in connection with any event occurring as a result of omission within, or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about pertaining to, the Building during other than the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expensesDemised Premises. In case any action or proceeding be is brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, Landlord upon written notice from TenantTenant shall, shall at Landlord's expense, resist and or defend such action or proceeding by reputable, competent counsel reasonably satisfactory approved by Landlord.
20.03 Landlord (and its members, managers, beneficial owners, employees and agents) shall have no personal liability with respect to this Lease. Tenant agrees to look solely to the interest of Landlord in the Building, including the rents and sales and insurance proceeds therefrom, 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 relationship of the parties, or any other liability or obligation of Landlord to Tenant.
20.04 Tenant waives any claim for damages against Landlord based on the assertion that Landlord has unreasonably withheld or unreasonably delayed any consent or approval, the insurance company counsel and Tenant agrees that its sole remedy shall be deemed satisfactoryan action to enforce any provision relating to such consent or approval or for specific performance or declaratory judgment. This waiver shall not apply to post judgment damages resulting from Landlord's refusal to comply with any judicial determination.
Appears in 1 contract
Non Liability and Indemnification. 18.01Section 20.01. Neither Landlord nor Landlord's agents, any Superior Mortgageeofficers, nor any partnerdirectors, directorshareholders, officer, principal, shareholder, agent, servant partners or employee of Landlord principals (disclosed or any Superior Mortgagee, undisclosed) shall be liable to Tenant or Tenant's agents, employees, contractors, invitees or licensees or any other occupant of the Premises. Tenant shall save and hold Landlord, Landlord's agents and the Paramount Lessor and their respective agents, employees, contractors, officers, directors, shareholders, partners and principals (disclosed or undisclosed) harmless from any loss, liability, claim, damage, expense (including reasonable attorneys' fees and disbursements), penalty or fine incurred in connection with or arising from any injury 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 any other person, irrespective of the cause of such injury, damage or loss unless due to the Landlord's wilful acts or the sole negligence of Landlord or Landlord's agents without contributory negligence on the part of Tenant, its employees, agents, subtenants, contractors, invitees or licensees. Landlord and Landlord's agents shall not be liable for any loss or damage to Tenant or Tenant's property even, to the extent of Tenant's insurance coverage, 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 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.
Section 20.02. Neither any (a) performance by Landlord, Tenant or others of any repairs or Improvements on or to the Real Property, Building Equipment or Premises, (b) failure of Landlord or others to make any such 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, upon or about in the Building, or caused by operations in the construction of any private, public or quasi-public work work, or by any other cause, (e) latent defect in the Building, Building Equipment or Premises, (f) temporary or permanent covering or bricking up of any windows of the Premises to comply with any Legal Requirements nor shall (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 parties subdivisions (a) through (f) shall impose any liability on Landlord to Tenant. No representation is made that the communications or security systems, devices or procedures of the Building will be liable for effective to prevent injury to Tenant or any other person or damage to to, or loss (by theft or otherwise) of any of Tenant's Property or the property of any other person. Landlord reserves the right to modify such communications or security systems or procedures without liability, provided that the resulting security systems or procedures are at least equal to the prior security system or procedures.
Section 20.03. Tenant hereby indemnifies Landlord against liability in connection with or arising from (a) any default by Tenant in the performance of any provisions of this Lease, and/or (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person claiming by, through or under Tenant, and/or (c) any acts, omissions or negligence of Tenant or others entrusted to employees of Landlord any such person, or its agents nor for loss due to theft.
18.02. Tenant shall indemnify and hold harmless Landlord and all Superior Mortgagees and its and their respective partnersthe contractors, directorsagents, officersemployees, principals, shareholders, agents and employees from and against any and all third-party claims arising from invitees or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts licensees of Tenant or its employees or contractors any such person, in or about the Premises or the Real Property either prior to, during or after the term expiration of this Lease or in connection with any other negligent or wrongful act or omission of the Term.
Section 20.04. Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; together with all 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 Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory pay to Landlord or such Superior Mortgagee as Additional Rent, twenty (20) days after demand, sums equal to all losses and the insurance company counsel shall be deemed satisfactory)other liabilities referred to in Section 20.03.
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactory.
Appears in 1 contract
Samples: Lease (Instinet Group LLC)
Non Liability and Indemnification. 18.01. 18.01 Neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any member, partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (in any case whether disclosed or undisclosed), shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss, nor shall the aforesaid parties be liable for any damage to property of Tenant or of others entrusted to employees of Landlord nor for loss of or damage to any such property by theft or otherwise; provided, however, that subject to the provisions of Section 35.03 hereof, nothing contained in this Section 18.01 shall be construed to exculpate Landlord for loss, injury or damage to the extent caused by or resulting from the negligence of Landlord, its agents, servants, employees in the operation or maintenance of the Premises or the Real Property. Further, neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any member, partner, director, officer, principal, shareholder, agent, servant or employee of Landlord Landlord, any Superior Lessor or any Superior Mortgagee, shall be liable to Tenant (a) for any such damage caused by other tenants or persons in, upon or about the BuildingBuilding or the Real Property, or caused by operations in construction of any private, public or quasi-public work nor shall the foregoing parties be liable work; or (b) even if negligent, for damage to or consequential damages arising out of any loss of property use of the Premises or any equipment, facilities or other Tenant’s Property therein by Tenant or others entrusted to employees of Landlord any person claiming through or its agents nor for loss due to theftunder Tenant.
18.02. 18.02 Tenant shall indemnify and hold harmless Landlord and all Superior Lessors and Superior Mortgagees and its and their respective members, partners, directors, officers, principals, shareholders, agents and employees from and against any and all third-party claims arising from or in connection with (a) the conduct or management of the Premises or of any event occurring as a result of business therein, or any work or thing whatsoever done, or any condition created (other than by the negligent Landlord, its agents, or wrongful acts of Tenant or its employees or contractors employees) in or about the Premises during the term of this Lease or in connection with during the period of time, if any, prior to the Commencement Date that Tenant may have been given access to the Premises; (b) any other negligent act, omission or wrongful act or omission negligence of Tenant or any of its subtenants or licensees or its or their members, partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever (except to the extent caused by Landlord’s negligence or the negligence of Landlord’s agents, employees, or contractors) 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 reasonable costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and expenses. In case any action or proceeding be brought against Landlord and/or any Superior Lessor or Superior Mortgagee and/or its or their members, partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Lessor or Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactoryLessor or Superior Mortgagee).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactory.
Appears in 1 contract
Samples: Lease Agreement (Heidrick & Struggles International Inc)
Non Liability and Indemnification. 18.01. Section 17.1 Neither Landlord, any Superior Mortgagee, Landlord nor the Board of Managers nor any partneremployees, directorpartners, officermembers, principalmanagers, shareholdershareholders, agentofficers, servant directors, trustees, agents or employee contractors of Landlord or any Superior Mortgagee, the Board of Managers shall be liable to Tenant for any injury or damage caused by to Tenant or to any other tenants person or persons in, upon or about the Buildingfor any damage to, or caused loss (by operations in construction of theft or otherwise) of, any private, public or quasi-public work nor shall the foregoing parties be liable for damage to or loss of property of Tenant or others entrusted of any other person, irrespective of the cause of such injury, damage or loss, unless (in the case of Landlord) caused by or due to employees the breach of any Landlord’s obligations under this Lease or the negligence or other wrongful act or omission of Landlord or the Board of Managers, or any of its employees, partners, members, managers, shareholders, officers, directors, trustees, agents nor for loss due to theftor contractors.
18.02. Section 17.2 Tenant shall indemnify and hold save harmless Landlord and all Superior Mortgagees and its the Board of Managers and their respective employees, partners, members, managers, shareholders, officers, directors, officers, principals, shareholderstrustees, agents and employees contractors against and from and against (a) any and all third-party claims arising from (i) any default in the performance of any of Tenant’s obligations hereunder, (ii) Tenant’s use and occupancy of the Demised Premises and performance of the Twenty First Floor Work or in connection with (iii) any event occurring as a result of or any condition created by the negligent or wrongful acts of Tenant or its employees or contractors in or about the Premises during the term of this Lease or in connection with any other negligent or otherwise wrongful act or omission of Tenant or any of its subtenants sub-tenants or licensees or its or their employees, partners, directorsmembers, principalsmanagers, shareholders, officers, agentsdirectors, employees trustees, agents or contractors; together with contractors in and about the Building, and (b) all costs, expenses and liabilities (including penalties, fines and reasonable counsel fees) incurred in or in connection with each
Section 17.3 Landlord shall indemnify and save harmless Tenant and its employees, partners, members, managers, shareholders, officers, directors, trustees, agents and contractors against and from (a) any and all claims (i) by reason of or resulting from any default in the performance of any of the Landlord’s obligations hereunder, (ii) by reason of any negligent or otherwise wrongful act or omission of Landlord or any of its employees, partners, members, managers, shareholders, officers, directors, trustees, agents or contractors, in and about the Building, and (b) all costs, expenses and liabilities (including penalties, fines and reasonable counsel fees) incurred in or in connection with each such claim or any action or proceeding brought thereon, including, without limitation, reasonable attorneys’ fees and expenses. In case any action or proceeding be is brought against Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees Tenant by reason of any such claim, Landlord shall, on notice from Tenant, upon notice from Landlord or such Superior Mortgagee, shall resist and defend such action or proceeding (proceeding.
Section 17.4 Whenever either party shall be obligated under the terms of this Lease to indemnify the other party, the indemnitor shall be entitled to defend the indemnitee by counsel chosen by the indemnitor who shall be reasonably satisfactory to Landlord or such Superior Mortgagee the indemnitee and the insurance company indemnitor or its counsel shall keep the indemnitee fully apprised at all times of the state of such defense. Counsel for the indemnitor’s insurer (or, if the indemnitor is New York University or its Affiliate, the Office of Legal Counsel of New York University or, if the indemnitor is Verizon or its Affiliate, the Verizon Legal Department) shall be deemed satisfactory)satisfactory to the indemnitee. Neither party shall be liable for nor indemnify the other against consequential damages.
18.03. Landlord Section 17.5 The performance of the obligations of a party hereunder (other than financial obligations) shall indemnify and hold Tenant and be suspended to the extent it is unable to fulfill, or is delayed in fulfilling, any of its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of obligations under this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claimForce Majeure, Landlordprovided that it shall in each instance exercise reasonable diligence to effect performance when and as soon as possible. However, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel nothing contained in this Section shall be deemed satisfactoryto extend or otherwise modify or affect any of the time limits and conditions set forth in Articles 18 and 19.
Section 17.6 The provisions of this Article are intended to be cumulative to, and shall not be deemed to supersede, limit or modify any of the other provisions of this Lease.
Section 17.7 Except as otherwise provided herein, Tenant (in its capacity as “Tenant” hereunder) shall look only to Landlord’s estate in the Twenty First Floor Unit (or the proceeds thereof, including any mortgage thereof and the rents, profits, and casualty, condemnation or other proceeds derived therefrom) for the satisfaction of Tenant’s remedies requiring the payment of money by Landlord in the event of any default by Landlord hereunder, and no other property or assets of Landlord shall be subject to levy, execution or other enforcement procedure for the satisfaction of Xxxxxx’s remedies under or with respect to this Lease, the relationship of Landlord and Tenant hereunder or Xxxxxx’s use and occupancy of the Demised Premises.
Appears in 1 contract
Samples: Contract of Sale
Non Liability and Indemnification. 18.01. Neither Landlord, any Superior Mortgagee, nor any partner, director, officer, principal, shareholder, agent, servant Unless due solely to the negligence or employee willful misconduct of Landlord or any Superior Mortgageeits agents, neither Landlord nor Landlord’s agents, officers, directors, shareholders, partners or principals (disclosed or undisclosed) shall be liable to Tenant for any damage caused by other tenants or persons inTenant’s officers, upon or about the Buildingagents, employees, contractors, invitees, or caused by operations in construction licensees or any other occupant of any privatethe Premises, public or quasi-public work nor shall the foregoing parties be liable for damage to or loss of property of Tenant or others entrusted to employees of Landlord or its agents nor for loss due to theft.
18.02. and Tenant shall and does hereby indemnify and hold harmless Landlord and all Superior Mortgagees and its Landlord, Landlord’s agents, and their respective partnersagents, employees, contractors, officers, directors, officers, principals, shareholders, agents partners and employees principals (disclosed or undisclosed) harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Tenant or its employees or contractors in or about the Premises during the term of this Lease or in connection with any other negligent or wrongful act or omission of Tenant or any of its subtenants or licensees or its or their partnersloss, directorscost, principalsliability, shareholdersclaim, officersdamage, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, expense (including, without limitation, reasonable attorneys’ fees and expenses. In case fees), penalty or fine incurred in connection with or arising from (1) any action or proceeding be brought against Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees default by reason Tenant in the performance of any such claimof the terms of this Lease on Tenant’s part to be performed, or (2) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person claiming or entering the Premises by, through or under Tenant, upon notice or (3) any acts, omissions or negligence of Tenant or any such person, or the contractors, agents, employees, invitees, licensees of Tenant or any such person in or about the Premises or the Project either prior to, during or after the expiration of, the Lease Term. Tenant and all those claiming by, through or under Tenant shall store their property in and shall occupy and use the Premises and any improvements therein and appurtenances thereto and all portions of the Project solely at their own risk. Tenant and all those claiming or entering the Premises by, through or under Tenant hereby release Landlord, to the full extent permitted by law, from all claims of every kind, including loss of life, bodily injury, consequential damages, damage to merchandise, equipment, fixtures or other property (including, without limitation, computer equipment) or damage to business or for business interruption, arising directly or indirectly out of or from or on account of such occupancy and use or resulting from any present or future condition or state of repair thereof or Landlord’s entry on the Premises as described in Paragraph 11 below, unless due solely to the negligence or willful misconduct of Landlord or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory).
18.03its agents. Landlord shall not be liable to Tenant or to any persons, firm, corporation, or other business association claiming by, through, or under Tenant for failure to furnish or for delay in furnishing any service provided for in this Lease, and no such failure or delay by Landlord shall be an actual or constructive eviction of Tenant nor shall any such failure or delay operate to relieve Tenant from the prompt and punctual performance of each and all the covenants to be performed herein by Tenant; nor for any latent defects in the Premises or Building; nor for defects in the cooling, heating, electric, water, elevator, or other apparatus or systems or for water discharged from sprinkler systems, if any, or from water pipes and plumbing facilities in the Building; nor for the theft, mysterious disappearance, or loss of any property of Tenant whether from the Premises or any part of the Building; and nor from interference, disturbance, or act to or omitted against Tenant by third parties, including, without limitation other tenants of the Building and any such occurrences shall not constitute an actual or constructive eviction of Tenant. Unless due to the negligence or willful misconduct of Tenant, Tenant shall not be liable to Landlord, and Landlord shall and does hereby indemnify and hold Tenant and its partnersTenant’s agents, and their respective agents, employees, contractors, officers, directors, officers, principals, shareholders, agents partners and employees principals (disclosed or undisclosed) harmless from and against any and all third-party claims arising from loss, cost, liability, claim, damage, expense (including, without limitation, reasonable attorneys’ fees), penalty or fine incurred in connection with or arising from (1) any event occurring as a result default by Landlord in the performance of any of the terms of this Lease on Landlord’s part to be performed, or (2) any condition created by the negligent acts, omissions or wrongful acts negligence of Landlord or its any such person, or the contractors, agents, or employees of Landlord or contractors any such person in or about the Building or the Project either prior to, during or after the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenantexpiration of, the insurance company counsel shall be deemed satisfactoryLease Term.
Appears in 1 contract
Non Liability and Indemnification. 18.01. Neither (a) Except to the extent caused by the negligence and/or willful misconduct of Landlord and/or anyone acting through or under Landlord, neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any direct or indirect member, partner, director, officer, shareholder, principal, shareholder, agent, servant or employee of Landlord Landlord, any Superior Lessor or any Superior MortgageeMortgagee (whether disclosed or undisclosed), shall be liable to Tenant for (i) any loss, injury or damage to Tenant or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss, nor shall the aforesaid parties be liable for any loss of or damage to property of Tenant or of others entrusted to employees of Landlord, (ii) any loss, injury or damage described in clause (i) above 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 nor shall the foregoing parties be liable for damage to work, or (iii) even if negligent, consequential, special or punitive damages arising out of any loss of property use of Tenant the Premises or others entrusted to employees of Landlord any equipment, facilities or its agents nor for loss due to theftother Tenant’s Property therein.
18.02. (b) Tenant shall indemnify and hold harmless Landlord Landlord, all Superior Lessors and all Superior Mortgagees and its and each of their respective direct and indirect members, partners, directors, officers, shareholders, principals, shareholders, agents and employees ( each, a “Landlord Indemnified Party”), from and against any and all third-party claims arising from or in connection with (i) the conduct or management of the Premises or of any event occurring as a result of business therein, or any work or thing done, or any condition created by the negligent or wrongful acts of Tenant or its employees or contractors created, in or about the Premises during the term of this Lease Premises, by any party other than Landlord, its agents, contractors or in connection with employees or anyone acting through or under such parties (ii) any other negligent or wrongful act or omission of (where Tenant has a duty to act) committed by Tenant or any person claiming through or under Tenant or any of its subtenants their respective direct or licensees or its or their indirect members, partners, shareholders, directors, principals, shareholders, officers, agents, employees or contractors, (iii) any accident, injury or damage occurring in, at or upon the Premises, except to the extent caused by the negligence or intentional misconduct of Landlord, its agents, contractors or employees or anyone acting through or under such parties (iv) any default by Tenant in the performance of Tenant’s obligations under this Lease, and (v) any brokerage commission or similar compensation claimed to be due by reason of any proposed subletting or assignment by Tenant (irrespective of the exercise by Landlord of any of the options in Section 5.02(b)); together with all reasonable costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and expensesdisbursements. In case If any action or proceeding be is brought against any Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees Indemnified Party by reason of any such claim, Tenant, upon notice from Landlord or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenantapproved by Landlord, the insurance company counsel with approval shall not be deemed satisfactoryunreasonably withheld, conditioned or delayed).
Appears in 1 contract
Samples: Lease (Peloton Interactive, Inc.)
Non Liability and Indemnification. 18.01. (a) Neither Landlord, Landlord (except to the extent expressly set forth in this lease) any affiliate of Landlord or any Superior MortgageeMortgagee or Superior Lessor, nor any direct or indirect partner, member, trustee, managing agent, beneficiary, director, officer, shareholder, principal, shareholder, agent, servant or employee of Landlord or of any affiliate of Landlord or any Superior MortgageeMortgagee (in any case whether disclosed or undisclosed) (each of the foregoing being sometimes referred to herein as a “Landlord Party”), shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss, nor shall the aforesaid parties be liable for any damage to property of Tenant or of others entrusted to employees of Landlord, nor for loss of or damage to any such property by theft or otherwise; provided, however, that subject to the provisions of Section 9.04 and Section 35.03, nothing contained in this Section 18.01(a) shall be construed to exculpate Landlord for loss, injury or damage to the extent caused by or resulting from the negligence of Landlord, its agents, servants, employees and contractors in the operation and maintenance of the Premises and Real Property. Further, no Landlord Party shall be liable, (i) for any such damage caused by other tenants or persons in, upon or about the BuildingBuilding or Real Property; or (ii) even if negligent, for indirect, consequential, special, punitive, exemplary, incidental or other like damages arising out of any loss of use of the Premises or any equipment, facilities or other Tenant’s Property therein by Tenant or any person claiming through or under Tenant.
(b) Subject to the last sentence of Section 35.03 and except as otherwise expressly set forth in the Guaranty, neither Tenant (except to the extent expressly set forth in this lease), any Affiliate of Tenant, nor any direct or indirect partner, member, trustee, managing agent, beneficiary, director, officer, shareholder, principal, agent, servant or employee of Tenant (in any case whether disclosed or undisclosed) (each of the foregoing being sometimes referred to herein as a “Tenant Party”), shall be liable to Landlord for any loss, injury or damage to Landlord or to any other person, or caused by operations in construction to its or their property, irrespective of any privatethe cause of such injury, public damage or quasi-public work loss, nor shall the foregoing aforesaid parties be liable for any damage to or loss of property of Tenant Landlord or of others entrusted to employees of Landlord or its agents Tenant, nor for loss due of or damage to theftany such property by theft or otherwise; provided, however, that subject to the provisions of Section 9.04 and Section 35.03, nothing contained in this Section 18.01(b) shall be construed to exculpate Tenant for loss, injury or damage to the extent caused by or resulting from the negligence of Tenant, its agents, servants, employees and contractors in the operation or maintenance of the Premises. Further, no Tenant Party shall be liable, (i) for any such damage caused by other tenants or persons in, upon or about the Building or Real Property; or (ii) even if negligent, for indirect, consequential, special, punitive, exemplary, incidental or other like damages arising out of any loss of use of Premises or any equipment, facilities or other property of Landlord by Landlord or any person claiming through or under Landlord (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises).
18.02. Subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Tenant shall indemnify and hold harmless each Landlord and all Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees Party from and against any and all third-party claims arising from or in connection with (a) the occupancy, conduct or management of the Premises or of any event occurring as a result of business therein, or any work or thing whatsoever done, or any condition created (other than by the negligent or wrongful acts of Tenant or Landlord, its agents, employees or contractors contractors) in or about the Premises during the term of this Lease Term; (b) any act, omission (where there is an affirmative duty to act) or in connection with any other negligent or wrongful act or omission negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever (except to the extent caused by the negligence or willful misconduct of Landlord or its agents, employees, or contractors) 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 (each, a “Tenant Act”); together with all reasonable out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable out-of-pocket attorneys’ fees and expenses. In case any action or proceeding be brought against Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees Landlord Parties by reason of any such claim, Tenant, upon notice from Landlord or such Superior MortgageeLandlord Party, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord and such Landlord Party. Provided that Tenant complies with the requirements of this Section with respect to any third-party claim, Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party with respect thereto. If the issuer of any insurance policy maintained by Tenant and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Landlord and such Landlord Party shall permit such insurance carrier to defend the claim with its counsel and (i) neither Landlord nor any Landlord Party shall settle such claim without the consent of the insurance carrier (unless such settlement would relieve Landlord or such Superior Mortgagee Landlord Party of all liability for which Tenant or its insurance carrier may be liable hereunder and Tenant and its insurance carrier shall have no liability for such settlement), (ii) Tenant shall have the right to settle such claim without the consent of Landlord if Landlord and each Landlord Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Landlord and each applicable Landlord Party shall reasonably cooperate, at Tenant’s expense, with the insurance company carrier in its defense of any such claim, and (iv) Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party. In no event shall Tenant be deemed satisfactory)liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises) except (i) to the extent a final judicial determination from which time for appeal has been exhausted grants such damages to Landlord as a result of a third party claim resulting from any Tenant Act and/or (ii) as otherwise expressly set forth in Section 34.02. The provisions of the preceding four sentences shall apply with full force and effect to any obligation of Tenant contained in this lease to indemnify Landlord and/or all Landlord Parties, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease.
18.03. Notwithstanding anything contained in Section 18.01 to the contrary and subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Landlord shall indemnify and hold harmless each Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless Party from and against (a) any and all third-party claims arising from or in connection with any event occurring as a result of act, omission (where there is an affirmative duty to act) or any condition created by the negligent or wrongful acts negligence of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or and its partners; , directors, principals, shareholders, officers, agents, employees or contractors, and (b) any breach or default by Landlord in the full and prompt performance of Landlord’s obligations under this lease (each of the foregoing, a “Landlord Act”); together with all reasonable out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claims claim or action or proceeding brought thereon, including, without limitation, all reasonable out-of-pocket attorneys’ fees and expenses. In case no event shall Landlord be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages except to the extent a final judicial determination from which time for appeal has been exhausted grants such damages to Tenant as a result of third party claim from any action or proceeding be brought Landlord Act. If any such third-party claim is asserted against Tenant and/or its partnersany Tenant Party, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon Tenant shall give Landlord prompt notice from Tenant, thereof and Landlord shall resist and defend such third-party claim (including any action or proceeding thereon) by counsel reasonably satisfactory to Tenant. Provided that Landlord complies with the requirements of this Section with respect to any third-party claim, Landlord shall not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party with respect thereto. If the issuer of any insurance policy maintained by Landlord and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Tenant shall permit such insurance carrier to defend the claim with its counsel and (i) neither Tenant nor any Tenant Party shall settle such claim without the consent of the insurance company carrier (unless such settlement would relieve Tenant or such Tenant Party of all liability for which Landlord or its insurance carrier may be liable hereunder and Landlord and its insurance carrier shall have no liability for such settlement), (ii) Landlord shall have the right to settle such claim without the consent of Tenant if Tenant, each Tenant Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Tenant and each applicable Tenant Party shall reasonably cooperate, at Landlord’s expense, with the insurance carrier in its defense of any such claim, and (iv) Landlord shall not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party. The provisions of this Section 18.03 shall be deemed satisfactoryapply with full force and effect to any obligation of Landlord contained in this lease to indemnify Tenant and/or a Tenant Party, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease.
Appears in 1 contract
Samples: Lease (Citigroup Inc)
Non Liability and Indemnification. 18.0120.01. Neither Landlord, any Superior Mortgagee, Landlord nor any partner, joint venturer, director, officer, principal, shareholder, agent, servant or employee of Landlord or any 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, irrespective of the cause of such injury, damage or loss, unless caused by or resulting from the negligence of Landlord, its agents, servants or employees in the operation or maintenance of the Land or Building without contributory negligence on the part of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors. Further, neither 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 tenants or persons Persons in, upon or about the Land or Building, or caused by operations in construction of any private, public or quasi-public work nor shall the foregoing parties be liable work; or (b) even if negligent, for damage to or consequential damages arising out of any loss of use of the Demised Premises or any equipment or facilities therein by Tenant or any Person claiming through or under Tenant.
20.02. Notwithstanding any provision to the contrary, Tenant shall look solely to the estate and property of Tenant Landlord in and to the Land and Building (or others entrusted to employees the proceeds received by Landlord on a sale of such estate and property but not the proceeds of any financing or refinancing thereof) in the event of any claim against Landlord or its agents nor for loss due to theft.
18.02. Tenant shall indemnify and hold harmless Landlord and all Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees from and against any and all third-party claims arising from out of or in connection with any event occurring as a result this Lease, the relationship of or any condition created by the negligent or wrongful acts of Landlord and Tenant or its employees or contractors in or about Tenant's use of the Premises during Demised Premises, and Tenant agrees that the term liability of this Lease Landlord arising out of or in connection with this Lease, the relationship of Landlord and Tenant or Tenant's use of the Demised Premises shall be limited to such estate and property of Landlord (or sale proceeds). No other properties or assets 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 judgement (or other judicial process) or for the satisfaction of any other negligent or wrongful act or omission remedy of Tenant or any of its subtenants or licensees or its or their partnersarising out of, directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with each with, this Lease, the relationship of Landlord and Tenant or Tenant's use of the Demised Premises 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 claim lien on or action or proceeding brought thereoninterest in such other properties and assets by executing, including, without limitation, reasonable acknowledging and delivering to Landlord an instrument to that effect prepared by Landlord's attorneys’ fees . Tenant hereby waives the right of specific performance and expenses. In case any action or proceeding be brought against Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord other remedy allowed in equity if specific performance or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against other remedy could result in any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts liability of Landlord or its employees or contractors in or about for the Building during payment of money to Tenant (to the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactory.extent that same could
Appears in 1 contract
Samples: Lease (Lower Road Associates LLC)
Non Liability and Indemnification. 18.01. Neither Landlord nor Landlord's agents, any Superior Mortgageeofficers, nor any partnerdirectors, directorshareholders, officer, principal, shareholder, agent, servant partners or employee of Landlord principals (disclosed or any Superior Mortgagee, undisclosed) shall be liable to Tenant or Tenant's agents, employees, contractors, invitees or licensees or any other occupant of the Premises, and Tenant shall save Landlord, any mortgagee of the Real Property and/or the Building 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 to Tenant or to any other person or for any damage caused to, or loss (by theft or otherwise) of, any of Tenant s property or of the property of any other tenants person, irrespective of the cause of such injury, damage or persons in, upon loss (including the acts or about the Building, negligence of any tenant or of any owners or occupants of adjacent or neighboring property or caused by operations in construction of any private, private public or quasi-public work work) unless due to the negligence of Landlord or Landlord's agents, it being understood that no property, other than such as might normally be brought upon or kept in the Premises as incidental to the reasonable use of the Premises for the purposes herein permitted will be brought upon or be kept in the 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 and 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 the foregoing parties be liable for any loss of or damage to or loss of property of Tenant or others entrusted to employees of Landlord or its agents nor for loss due to theft.
18.02. Tenant shall indemnify and hold harmless Landlord and all Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Tenant or its employees or contractors in or about the Premises during the term of this Lease or in connection with any other negligent or wrongful act or omission of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; together with all 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 Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord property by theft or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory)otherwise.
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactory.
Appears in 1 contract
Samples: Sublease (Miningco Com Inc)
Non Liability and Indemnification. 18.01. Neither Landlord, any Superior Mortgagee, nor any partner, director, officer, principal, shareholder, agent, servant or employee of Landlord or any Superior Mortgagee, 43.01 Owner shall not be liable to Tenant or Tenant’s agents, employees, contractors, invitees or licensees or any other occupant of the premises, and Tenant shall save Owner and its 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 to Tenant or to any other person or for any damage caused to, or loss (by theft or otherwise) of, any of Tenant’s property or of the property of any other tenants or persons inperson, upon occurring in or about the Buildingpremises, irrespective of the cause of such injury, damage or 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 work, against whom Tenant may pursue its legal remedies) unless due to the negligence or willful acts of or omissions by Owner or Owner’s agents, officers, directors, shareholders, partners or principals (disclosed or undisclosed) or any breach of any obligation, representation or agreement of Owner herein, it being understood that no property, other than such as might normally be brought upon or kept in the premises as incidental to the reasonable use of the premises for the purposes herein permitted will be brought upon or be kept in the premises; provided, however, that even if due to any such negligence of Owner or its agents or employees, Tenant waives, to the full extent permitted by law, any claim for consequential damages in connection therewith and Owner and its agents and employees shall not be liable, to the extent of Tenant’s insurance coverage (or to the extent of the insurance Tenant is required to carry hereunder), for any loss or damage to any person or property even if due to the negligence of Owner or its agents or employees. Any Building employee to whom any property shall be expressly entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant’s agent with respect to such property and neither Owner nor Owner’s agents shall the foregoing parties be liable for any loss of or damage to any such property by theft or loss otherwise. Under no circumstances shall any partner, director, shareholder, officer, principal or agent of property Owner have any liability under this lease. Under no circumstances shall any partner, director, shareholder, officer, principal or agent of Tenant have any liability under this lease.
43.02 Neither any (a) performance by Owner, Tenant or others entrusted of any repairs or improvements in or to employees the Real Property, Building or the premises, (b) failure of Landlord Owner or its agents others to make any such repairs or improvements, (c) damage to the Building, the premises or Tenant’s property in the premises, (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 or premises, nor for loss due (f) inconvenience or annoyance to theft.
18.02. Tenant shall indemnify and hold harmless Landlord and all Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Tenant or its employees injury to or contractors in or about the Premises during the term interruption of this Lease or in connection with any other negligent or wrongful act or omission of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; together with all 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 Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees Tenant’s business by reason of any such claim, of the events or occurrences referred to in the foregoing subdivisions (a) through (e) shall impose any liability on Owner to Tenant, other than such liability as may be imposed upon notice from Landlord Owner at law or such Superior Mortgageein equity for (1) Owner’s negligence or willful acts or omissions or that of Owner’s agents or employees in the operation or maintenance of the Building, or (2) the breach by Owner of any express covenant, representation, warranty or agreement of this lease on Owner’s part to be performed or observed; provided, however, that Owner shall resist and defend such action not be liable to the extent of Tenant’s insurance coverage (or proceeding to the extent of the insurance Tenant is required to carry hereunder). 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 or any other person or damage to, or loss (by counsel reasonably satisfactory theft or otherwise) of, any of Tenant’s property or of the property of any other person, and Owner reserves the right to Landlord discontinue or modify at any time such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory)communications or security systems or procedures without liability to Tenant.
18.03. Landlord shall indemnify (a) Tenant hereby indemnifies and agrees to hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees Owner harmless from and against any and all third-party claims arising from or loss, cost, liability, claim, damage, fine, penalty and expense including reasonable attorneys’ fees and disbursements in connection with or arising from any event occurring as a result acts, omissions or negligence of Tenant or the contractors, agents, employees, invitees or licensees of Tenant or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors person claiming under Tenant, in or about the Building premises or the Real Property during the term of this Lease Term and during any holdover period, limited, however, to the extent that the same is not covered by Owner’s insurance (or in connection with would not have been covered by the insurance Owner is required to carry hereunder). If any other negligent action or wrongful act proceeding shall be brought against Owner or omission of Landlord or its partners; directors, principals, shareholders, officers, Owner’s agents, employees or contractors; together with all costsany mortgagee of the Real Property and/or the Building based upon any such claim and if Tenant, expenses upon notice from Owner, shall cause such action or proceeding to be defended at Tenant’s expense by counsel reasonably satisfactory to Owner, Tenant shall not be required to indemnify Owner, Owner’s agents or mortgagee for attorneys’ fees and liabilities incurred in or disbursements in connection with such claims includingaction or proceeding.
(b) Owner hereby indemnifies and agrees to hold Tenant harmless from and against any and all loss, without limitationcost, all liability, claim, damage, fine, penalty and expense including reasonable attorneys’ fees and expensesdisbursements in connection with or arising from any acts, omissions or negligence of Owner or the contractors, agents, employees, invitees or licensees of Owner or any person claiming under Owner (other than other tenants of the Building), in or about the premises or the Real Property during the Term and during any holdover period, limited, however, to the extent that the same is not covered by Tenant’s insurance (or would not have been covered by the insurance Tenant is required to carry hereunder). In case If any action or proceeding shall be brought against Tenant and/or its partnersor Tenant’s agents, directors, officers, principals, shareholders, agents and/or employees by reason of based upon any such claim, Landlordclaim and if Owner, upon notice from Tenant, shall resist and defend cause such action or proceeding to be defended at Owner’s expense by counsel reasonably satisfactory to Tenant, Owner shall not be required to indemnify Tenant or Tenant’s agents for attorneys’ fees and disbursements in connection with such action or proceeding.
(a) Tenant shall pay to Owner as Additional Rent, within thirty (30) days following rendition by Owner to Tenant of bills or statements therefor, sums equal to all losses, costs, liabilities, claims, damages, fines, penalties and expenses payable pursuant to Section 43.03(a).
(b) Owner shall pay to Tenant within thirty (30) days following rendition by Tenant to Owner of bills or statements therefor, sums equal to all losses, costs, liabilities, claims, damages, fines, penalties and expenses payable pursuant to Section 43.03(b).
43.05 Notwithstanding anything to the insurance company counsel contrary contained herein, Tenant shall look only to Owner’s estate in the Building and the Real Property (or the proceeds thereof) for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money by Owner in the event of any default by Owner hereunder, and no other property or assets of Owner or its partners or principals, disclosed or undisclosed, shall be deemed satisfactorysubject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this lease, the relationship of Owner and Tenant hereunder or under law or Tenant’s use or occupancy of the premises or any other liability of Owner to Tenant.
43.06 The provisions of this Article 43 are not intended to imply any obligation on the part of Tenant to cause the Building or the premises to comply with the Americans with Disabilities Act, except to the extent compliance is required by reason of the manner of use of the premises by Tenant. Owner hereby indemnifies Tenant from and against any losses or damages incurred by Tenant as a result of any claim asserted against Tenant by reason of any failure of the Building to so comply.
Appears in 1 contract
Non Liability and Indemnification. 18.0120.01. Neither Landlord, Landlord nor any Superior Mortgagee, nor any partner, director, officer, principal, shareholder, agent, servant Lessor or employee of Landlord or any Superior Mortgagee, 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, irrespective of the cause of such injury, damage or loss, except to the extent caused by or resulting from the negligence or willful misconduct of Landlord or the Superior Lessor or Superior Mortgagee, in the operation or maintenance of the Premises or the Project. Neither Landlord nor any Superior Lessor or Superior Mortgagee shall be liable (a) for any damage caused by other tenants or persons in, upon on or about the BuildingProject, or caused by operations in construction of any private(b) even if resulting from negligence or willful misconduct, public or quasi-public work nor shall the foregoing parties be liable for damage to or loss of property consequential damages of Tenant or others entrusted any subtenant or licensee of Tenant.
20.02. Notwithstanding any provision to employees the contrary, Tenant shall look solely to the estate and property of Landlord in and to the Project (including any insurance and other proceeds therefrom) 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 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. No other properties or assets of Landlord or its agents nor any partner, director, officer, agent or employee of Landlord shall be subject to levy, execution or other enforcement procedures for loss due 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 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 theftLandlord an instrument to that effect prepared by Landlord's attorneys.
18.0220.03. Tenant shall indemnify and hold harmless Landlord and all Superior Mortgagees Lessors and all Superior Mortgagees, including, without limitation, Swiss Bank and Carbide, and its and their respective partners, directors, officers, principals, shareholders, agents and employees from and against any and all third-party claims arising from or in connection with (a) the conduct or management of the Premises or of any event occurring as a result of business therein, or any work or thing whatsoever done, or any condition created by the negligent or wrongful acts of Tenant or its subtenant or licensee, or their respective agents, contractors, employees or contractors invitees, in or about the Premises during the term Term or during the period of this Lease time, if any, prior to the Commencement Date that Tenant may have been given access to the Premises; (b) any act, omission or in connection with any other negligent or wrongful act or omission negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever (unless caused by Land-lord'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 (e) the failure of Tenant or any of its subtenants or licensees or its or their employees or contractors to comply with all Legal Require ments 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, including, without limitation, reasonable all attorneys’ ' fees and expenses. 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, principals, shareholders, agents and/or employees by reason of any such claimclaim which is the subject of the foregoing indemnity, Tenant, upon notice from Landlord or such Superior Lessor or Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the Landlord). Counsel selected by Tenant's insurance company counsel shall be deemed satisfactory)satisfactory to Landlord.
18.0320.04. Landlord shall indemnify and hold harmless Tenant and its partnersofficers, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result (a) the operation or maintenance of the Land, the Project and the portions of the Building outside of the Premises, (b) Landlord's failure to comply with Legal and Insurance Requirements in connection with the Work or any condition created by the negligent performance of Landlord's other obligations hereunder, or (c) the negligence or other wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees contractors or contractorsemployees; together with all costs, expenses and liabilities incurred in or in connection with each such claims claim or action or proceeding brought thereon, including, without limitation, all attorneys’ ' fees and expenses. In case If any action or proceeding be is brought against Tenant and/or its partnersofficers, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Tenant, ).
20.05. The provisions of Sections 20.03 and 20.04 shall survive the insurance company counsel shall be deemed satisfactoryexpiration or sooner termination of the Term.
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Non Liability and Indemnification. 18.01. Neither LandlordSection 20.01 Tenant shall not do or permit any act or thing to be done upon the Premises which may subject Landlord to any liability or responsibility for injury, damages to persons or property or to any Superior Mortgagee, nor any partner, director, officer, principal, shareholder, agent, servant or employee of Landlord or any Superior Mortgagee, shall be liable to Tenant for any damage caused liability by other tenants or persons in, upon or about the Building, or caused by operations in construction reason of any privateviolation of law or of any legal requirement of public authority, public or quasi-public work nor but shall exercise such control over the foregoing parties be liable for damage Premises to or loss of property of Tenant or others entrusted to employees of fully protect Landlord or its agents nor for loss due to theft.
18.02against any such liability. Tenant shall defend, indemnify and hold harmless Landlord and all Superior Mortgagees and its and their respective partnersLandlord, managing agent, other agents, officers, directors, officersshareholders, partners, principals, shareholders, agents employees and employees tenants in common (whether disclosed or undisclosed) (hereinafter collectively referred to as the “Landlord Parties”) from and against any and all third-party claims claims, demands, liability, losses, damages, costs and expenses (including reasonable attorneys’ fees and disbursements) arising from or in connection with with: (a) any event occurring as breach or default by Tenant in the full and prompt payment and performance of Tenant’s obligations hereunder beyond the cure period contained in a result written notice; (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any condition created by the negligent person claiming under or wrongful acts through Tenant; (c) any act, omission or negligence of Tenant or any of its employees subtenants, assignees or licensees or its or their partners, principals, directors, officers, agents, invitees, employees, guests, customers or contractors during the term hereof; (d) any accident, injury or damage occurring in or about the Premises during the term hereof; (e) the performance by Tenant of this Lease any alteration or in connection with any other negligent or wrongful act or omission of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, improvement to the demised premises including, without limitation, reasonable attorneys’ fees Tenant’s failure to obtain any permit, authorization or license or failure to pay in full any contractor, subcontractor or materialmen performing work on such alteration; (f)any mechanics lien filed, claimed or asserted in connection with any alteration or any other work, labor, services or materials done for or supplied to, or claimed to have been done for or supplied to, Tenant or any person claiming through or under Tenant and expenses(g) any certification made by any architect or engineer retained by or on behalf of Tenant to any governmental authority (as well as any certification also executed or submitted by Landlord if prepared by Tenant) in connection with any alteration or improvement to the Premises. In case If any claim, action or proceeding be is brought against any of the Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees Parties for a matter covered by reason of any such claimthis indemnity, Tenant, upon notice from Landlord the indemnified person or such Superior Mortgageeentity, shall resist and defend such claim, action or proceeding (by with counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the indemnified person or entity (Landlord hereby agreeing that counsel for Tenant’s insurance company counsel shall be deemed satisfactoryis acceptable to Landlord).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term The provisions of this Lease Article shall survive the expiration or in connection with any other negligent or wrongful act or omission sooner termination of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactorythis lease.
Appears in 1 contract
Non Liability and Indemnification. 18.01. (a) Neither Landlord (except to the extent expressly set forth in this lease), the Board of Managers, any Superior Lessor or any Superior Mortgagee, nor any partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, the Board of Managers, any Superior Lessor or any Superior Mortgagee (in any case whether disclosed or undisclosed), shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss, nor shall the aforesaid parties be liable for any damage to property of Tenant or of others entrusted to employees of Landlord, Landlord's managing agent (if any), the Board of Managers or the managing agent of the Common Elements, nor for loss of or damage to any such property by theft or otherwise; PROVIDED, HOWEVER, that subject to the provisions of Section 35.03 hereof, nothing contained in this Section 18.01(a) shall be construed to exculpate Landlord for loss, injury or damage to the extent caused by or resulting from the negligence of Landlord, its agents, servants, employees and contractors in the operation or maintenance of the Premises or the Real Property. Further, neither Landlord, the Board of Managers, any Superior Lessor or any Superior Mortgagee, nor any partner, director, officer, principal, shareholder, agent, servant or employee of Landlord Landlord, the Board of Managers, any Superior Lessor or any Superior Mortgagee, shall be liable to Tenant (i) for any such damage caused by other tenants or persons in, upon or about the BuildingUnit, the Building or the Real Property, or caused by operations in construction of any private, public or quasi-public work work; or (ii) even if negligent, for consequential damages arising out of any loss of use of the Premises or any equipment, facilities or other Tenant's Property therein by Tenant or any person claiming through or under Tenant.
(b) Neither Tenant (except to the extent expressly set forth in this lease) nor any partner, director, officer, shareholder, principal, agent, servant or employee of Tenant (in any case whether disclosed or undisclosed), shall be liable to Landlord for any loss, injury or damage to Landlord or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss, nor shall the foregoing aforesaid parties be liable for any damage to or loss of property of Tenant Landlord or of others entrusted to employees of Landlord or its agents Tenant, nor for loss due of or damage to theft.
18.02any such property by theft or otherwise; PROVIDED, HOWEVER, that nothing contained in this Section 18.01(b) shall be construed to exculpate Tenant for loss, injury or damage to the extent caused by or resulting from the negligence of Tenant, its agents, servants, employees and contractors in the operation or maintenance of the Premises. Further, neither Tenant, nor any partner, director, officer, principal, shareholder, agent, servant or employee of Tenant shall indemnify and hold harmless Landlord and all Superior Mortgagees and its and their respective partnersbe liable (i) for any such damage caused by other tenants or persons in, directors, officers, principals, shareholders, agents and employees from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Tenant or its employees or contractors in upon or about the Premises during Unit, the term Building or the Real Property, or caused by operations in construction of this Lease any private, public or in connection with quasi-public work; or (ii) even if negligent, for consequential damages arising out of any other negligent loss of use of the Unit or wrongful act or omission of Tenant the Building or any of its subtenants equipment, facilities or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; together with all 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 Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts other property of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Condominium therein by Landlord or its partners; directors, principals, shareholders, officers, agents, employees any person claiming through or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, under Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactory.
Appears in 1 contract
Samples: Lease (Citigroup Inc)
Non Liability and Indemnification. 18.01. 16.01 Neither Landlord, any Superior Mortgagee, Landlord nor any partner, director, officer, principal, shareholder, agent, servant agent or employee of Landlord or any Superior Mortgagee, 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 persons for any damage to, or loss (by theft, vandalism or otherwise) of any property of Tenant and/or of any other person, irrespective of the cause (unless caused by other tenants Landlord’s negligence or persons inthat of its agents and employees) of such injury, damage or loss, including, without limitation, that caused by water regardless of its source. 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. Landlord shall not be liable for the security or physical safety of Tenant, its employees, agents or visitors, including, without limitation, after hours use of the Demised Premises, the Building or the Real Property.
16.02 Tenant shall defend, indemnify and save harmless Landlord 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 Landlord and/or its agents by reason of any of the following occurring during the Term, or during any period of time prior to the Commencement Date that Tenant may have been given access to or possession of all or any part of the Demised Premises or Real Property: (a) any work or thing done in on or about the Building, Demised Premises or caused by operations in construction of any private, public or quasi-public work nor shall the foregoing parties be liable for damage to or loss of property of Tenant or others entrusted to employees of Landlord or its agents nor for loss due to theft.
18.02. Tenant shall indemnify and hold harmless Landlord and all Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees from and against any and all third-party claims arising from or in connection with any event occurring as a result of Real Property or any condition created part thereof by or at the negligent instance of Tenant, its agents, contractors, subcontractors, servants, employees, licensees or wrongful acts of Tenant invitees; (b) any negligence or its employees or contractors in or about the Premises during the term of this Lease or in connection with any other negligent 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, the Building, the Real Property or any part thereof, or vault, passageway or space adjacent thereto; (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 partnerscomplied with, directors, principals, shareholders, officers, agents, employees (e) storage or contractors; together with all costs, expenses and liabilities incurred in use on the Demised Premises of any “Hazardous Materials” or in connection with each such claim or action or proceeding brought thereonviolation of any “Environmental Laws” as those terms are defined in Exhibit C, including, without limitation, reasonable attorneys’ fees and expenseswhich Exhibit is incorporated herein in its entirety. In case any action or proceeding be is threatened or brought against Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, Tenant upon written notice from Landlord shall at Tenant’s expense resist or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory approved by Landlord in writing, which approval Landlord shall not unreasonably withhold. Landlord shall be entitled to participate in such defense to whatever extent it deems advisable and Tenant shall instruct counsel to provide full and complete information to Landlord immediately on request.
16.03 Except as otherwise expressly provided herein, this Lease and the obligations of Tenant to pay Base Rent and Additional Rent hereunder and perform all of the other covenants, agreements, terms, provisions and conditions hereunder on the part of Tenant to be performed shall in no wise be affected, impaired or excused for any reason whatsoever, including without limitation, because Landlord is unable to 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, or if Landlord is prevented or delayed from so doing by reason of Force Majeure; provided that Landlord shall in each instance exercise reasonable diligence to effect performance when and as soon as possible.
16.04 With respect to any parking areas, roadways and driveways on or about the Real Property or the Demised Premises used by Tenant, the insurance company counsel its personnel or visitors, such use shall be deemed satisfactoryat their own risk and Landlord shall not be liable for any injury to person or property, or for loss or damage to any automobile or its contents, resulting from theft, collision, vandalism or any other cause whatsoever. Landlord shall have no obligation whatsoever to provide a guard or any other personnel or device to patrol, monitor, guard or secure any parking areas.
16.05 The indemnities provided in this Article 16 and any other indemnities of Landlord by Tenant shall survive the expiration of the Term, the Option Term, or any termination of this Lease for any reason whatsoever.
Appears in 1 contract
Samples: Sublease (Radiation Therapy Services Holdings, Inc.)
Non Liability and Indemnification. 18.01. 18.1 Neither Landlord nor Landlord's agents, any Superior Mortgageeemployees, officers, directors, shareholders, members, partners, partners of such partners or principals (disclosed or undisclosed) nor any partner, director, officer, principal, shareholder, agent, servant or employee of Landlord or any Superior Mortgagee, its mortgagees shall be liable to Tenant for, and Tenant shall save and hold Landlord and its agents, employees, contractors, officers, directors, shareholders, members, partners, partners of such partners and principals (disclosed or undisclosed) and their mortgagees harmless from and shall defend and indemnify such parties against, any loss, liability, claim, damage, expense (including reasonable attorneys' fees and disbursements), penalty or fine incurred in connection with or arising from the Premises or by reason of Tenant's or any other occupant's use of the Premises including, without limitation, any injury to Tenant, Tenant's agents, employees, contractors, invitees or licensees or any other occupant of the Premises, 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 any other person, irrespective of the cause of such injury, damage or loss unless due to the intentional acts or negligence of Landlord or Landlord's agents, its employees, contractors, invitees or licensees.
18.2 Neither any (a) performance by Landlord, Tenant or others of any repairs or improvements in or to the Land, Building or Premises, (b) failure of Landlord or others to make any such repairs or improvements, (c) damage to the Building equipment, Premises or Tenant's personal property, (d) injury to any persons, caused by other tenants or persons in, upon or about in the Building, or caused by operations in the construction of any private, public or quasi-public work nor shall work, or by any other cause, (e) latent defect in the foregoing parties be liable for damage to Building, Building equipment or loss Premises, (f) temporary covering or bricking up of property any windows of Tenant or others entrusted to employees of Landlord or its agents nor for loss due to theft.
18.02. Tenant shall indemnify and hold harmless Landlord and all Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Tenant or its employees or contractors in or about the Premises during the term of this Lease or in connection with for any other negligent or wrongful act or omission of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, reason whatsoever including, without limitation, reasonable attorneys’ fees and expenses. In case Landlord's own acts, any action Legal Requirement or proceeding be brought against Landlord and/or any Superior Mortgagee and/or its Insurance Requirement, nor (g) inconvenience or their partners, directors, officers, principals, shareholders, agents and/or employees annoyance to Tenant or injury to or interruption of Tenant's business by reason of any such claim, Tenant, upon notice from of the events or occurrences referred to in the foregoing subdivisions (a) through (f) shall impose any liability on Landlord or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, any occupant or any third party claiming by, through or under Tenant. Landlord, in making any repairs, alterations or improvements hereunder, shall prosecute the insurance company counsel same utilizing such reasonable methods in order to minimize any disruption to Tenant's use of the Premises or the conduct of its business therein. Without limiting the foregoing, to the extent that any disruption of Building service is caused by parties other than Tenant or Tenant's agents, employees, contractors, invitees or licensees, and such disruption results in the cessation of any or all services to the Premises or a portion thereof, and Tenant is unable to conduct its business within the Premises or the portion thereof so affected for three (3) consecutive business days or more, Tenant shall be deemed satisfactory.entitled to an abatement of Base Rent and Additional Rent for the portion of the Premises so affected commencing on the fourth (4th) business day following such cessation of services and continuing until such services are restored. In no event, however, shall Landlord be liable for injury or damage to Tenant or its property unless such injury or damage is caused by the intentional acts or negligence of Landlord
Appears in 1 contract
Samples: Lease Agreement (Organic Inc)
Non Liability and Indemnification. 18.0120. 1. Neither Landlord, any Superior Mortgagee, Landlord nor any partner, director, officer, principal, shareholder, agent, servant agent or employee of Landlord or any Superior Mortgagee, shall be liable to Tenant for any injury or damage caused by to Tenant or to any other tenants person or persons in, upon or about the Buildingfor any damage to, or caused loss (by operations in construction of theft or otherwise) of, any private, public or quasi-public work nor shall the foregoing parties be liable for damage to or loss of property of Tenant or others entrusted to employees of Landlord any other person, irrespective of the cause of such injury, damage, or its agents nor for loss loss, unless caused by or due to theftthe negligence of Landlord, its agents, or employees without contributory negligence on the part of Tenant.
18.0220.02. Tenant shall indemnify and hold save harmless Landlord and all Superior Mortgagees its agents against and its and their respective partners, directors, officers, principals, shareholders, agents and employees from and against (a) any and all third-party claims (i) arising from (x) the conduct or in connection with management of the Demised Premises or of any event occurring as a result of business therein, or (y) any work or thing whatsoever done, or any condition created (other than by the negligent Landlord for Landlord's or wrongful acts of Tenant or its employees or contractors Tenant's account) in or about the Demised Premises during the term of this Lease or in connection with during the period of time, if any, prior to the Commencement Date that Tenant may have been given access to the Demised Premises, or (ii) arising from any other negligent or otherwise wrongful act or omission of Tenant or any of its subtenants subtenants, invitees or licensees or its or their partners, directors, principals, shareholders, officersemployees, agents, employees or contractors; together with , and (b) all costs, expenses 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 Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior MortgageeLandlord, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee proceeding.
20.03. Except as otherwise expressly provided in this Lease, this Lease and the insurance company counsel he obligations of Tenant hereunder shall be deemed satisfactory).
18.03. in no wise affected, impaired or excused because Landlord shall indemnify and hold Tenant and is unable to fulfill, or is delayed in fulfilling, any of its partnersobligations under this Lease by reason of strike, directorsother labor trouble, officers, principals, shareholders, agents and employees harmless from and against any and all thirdgovernmental pre-party claims arising from emption or priorities or other controls in connection with any event occurring as a result national or other public emergency or shortages of fuel supplies or any condition created by the negligent labor resulting therefrom, or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, like cause beyond Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactory's reasonable control.
Appears in 1 contract
Samples: Lease Agreement (Robotic Lasers Inc)
Non Liability and Indemnification. 18.01. Neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (in any case whether disclosed or undisclosed), shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss, nor shall the aforesaid parties be liable for any damage to property of Tenant or of others entrusted to employees of Landlord nor for loss of or damage to any such property by theft or otherwise except to the extent caused by or resulting from the negligence of Landlord, its agents, servants, employees in the operation or maintenance of the Premises or the Real Property. Further, neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any partner, director, officer, principal, shareholder, agent, servant or employee of Landlord Landlord, any Superior Lessor or any Superior Mortgagee, shall be liable to Tenant (a) for any such damage caused by other tenants or persons in, upon or about the BuildingBuilding or the Real Property, or caused by operations in construction of any private, public or quasi-public work nor shall the foregoing parties be liable work; or (b) even if negligent, for damage to or consequential damages arising out of any loss of property use of the Premises or any equipment, facilities or other Tenant's Property therein by Tenant or others entrusted to employees of Landlord any person claiming through or its agents nor for loss due to theftunder Tenant.
18.02. Tenant shall indemnify and hold harmless Landlord and all Superior Lessors and Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees from and against any and all third-party claims arising from or in connection with (a) the conduct or management of the Premises or of any event occurring as a result of business therein, or any work or thing whatsoever done, or any condition created (other than by the negligent Landlord, its agents, or wrongful acts of Tenant or its employees or contractors employees) in or about the Premises during the term of this Lease or in connection with during the period of time, if any, prior to the Initial Commencement Date that Tenant may have been given access to the Premises; (b) any other negligent act, omission or wrongful act or omission negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever (except to the extent caused by Landlord's negligence or the negligence of Landlord's agents, employees, or contractors) 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 reasonable costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ ' fees and expenses. In case any action or proceeding be brought against Landlord and/or any Superior Lessor 59 60 or Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Lessor or Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactoryLessor or Superior Mortgagee).
18.03. Subject to the terms of this Lease relating to waivers of liability and subrogation (to the extent that such waiver shall be applicable in any case), Landlord shall indemnify and hold harmless Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims relating to events which occur in public areas of the Building located outside of the Premises to the extent arising from the negligence or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or willful, wrongful act or omission of Landlord or its partners; directorsLandlord, principals, shareholders, officers, agents, employees or contractors; together with all reasonable costs, expenses and liabilities incurred in or in connection with each such claims claim or action or proceeding brought thereon, including, without limitation, all attorneys’ ' fees and expenses, provided, however, that in no event shall Landlord be liable for any consequential damages in connection with any of the aforesaid. In case any action or proceeding be brought against Tenant and/or its partnersfor which Tenant claims indemnification from Landlord, directorsTenant shall give Landlord prompt written notice thereof, officers, principals, shareholders, agents and/or employees by reason of any such claim, and Landlord, upon such notice from Tenant, shall have the right, but not the obligation, to resist and defend such action or proceeding on behalf of Tenant by counsel for Landlord's insurer (if such claim is covered by insurance) or otherwise by other counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactory.
Appears in 1 contract
Samples: Lease (Medsite Com Inc)
Non Liability and Indemnification. 18.0123.01. Neither Landlord, any Superior Mortgagee, Landlord nor any partner, joint venturer, director, officer, principal, shareholder, agent, servant or employee of Landlord or any 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, irrespective of the cause of such injury, damage or loss, unless caused by or resulting from the willful misconduct or negligence of Landlord, its agents, servants or employees in the operation or maintenance of the Land or Building without contributory' negligence on the part of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors. Further, neither 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 tenants or persons Persons in, upon or about the Land or Building, or caused by operations in construction of any private, public or quasi-public work nor shall the foregoing parties be liable work; or (b) even if negligent, for damage to or consequential damages arising out of any loss of property use of the Demised Premises or any equipment or facilities therein by Tenant or others entrusted to employees of Landlord any Person claiming through or its agents nor for loss due to theftunder Tenant.
18.0223.02. Tenant shall indemnify and hold harmless Landlord and all Superior Mortgagees Lessors and its and their respective partners, joint venturers, directors, officers, principalsagents, shareholders, agents servants and employees from and against any and all third-party claims arising from or in connection with (a) the conduct or management of the Demised Premises or of any event occurring as a result of business therein, or any work or thing whatsoever done, or any condition created (other than by Landlord) in the negligent or wrongful acts of Tenant or its employees or contractors in or about the Demised Premises during the term Term or during the period of this Lease time, if any, prior to the Commencement Date that Tenant may have been given access to the Demised Premises; (b) any act, omission or in connection with any other negligent or wrongful act or omission negligence of Tenant or any of its subtenants or licensees or its or their partners, joint venturers, directors, principals, shareholders, officers, agents, employees or contractors; together with all costs(c) any accident, expenses and liabilities incurred injury or damage whatever (unless caused solely by Landlord's willful misconduct or negligence) occurring 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 Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partnersDemised Premises; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactory.and
Appears in 1 contract
Samples: Office Lease (Audible Inc)
Non Liability and Indemnification. 18.0121.01. Neither Landlord, any Superior Mortgagee, Landlord nor any partner, joint venturer, director, officer, principal, shareholder, agent, servant or employee of Landlord or any 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, irrespective of the cause of such injury, damage or loss, unless caused by or resulting from the negligence of Landlord, its agents, servants or employees in the operation or maintenance of the Land or Building without contributory egligence on the part of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors. Further, neither 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 tenants or persons Persons in, upon or about the Land or Building, or caused by operations in construction of any private, public or quasi-public work nor shall the foregoing parties be liable work; or (b) even if negligent, for damage to or consequential damages arising out of any loss of use of the Demised Premises or any equipment or facilities therein by Tenant or any Person claiming through or under Tenant.
21.02. Notwithstanding any provision to the contrary, Tenant shall look solely to the estate and property of Tenant Landlord in and to the Land and Building (or others entrusted to employees the proceeds received by Landlord on a sale of such estate and property but not the proceeds of any financing or refinancing thereof) in the event of any claim against Landlord or its agents nor for loss due to theft.
18.02. Tenant shall indemnify and hold harmless Landlord and all Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees from and against any and all third-party claims arising from out of or in connection with any event occurring as a result this Lease, the relationship of or any condition created by the negligent or wrongful acts of Landlord and Tenant or its employees or contractors in or about Tenant's use of the Premises during Demised Premises, and Tenant agrees that the term liability of this Lease Landlord arising out of or in connection with this Lease, the relationship of Landlord and Tenant or Tenant's use of the Demised Premises shall be limited to such estate and property of Landlord (or sale proceeds). No other properties or assets 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 negligent or wrongful act or omission remedy of Tenant or any of its subtenants or licensees or its or their partnersarising out of, directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with each with, this Lease, the relationship of Landlord and Tenant or Tenant's use of the Demised Premises 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 claim lien on or action or proceeding brought thereoninterest in such other properties and assets by executing, including, without limitation, reasonable acknowledging and delivering to Landlord an instrument to that effect prepared by Landlord's attorneys’ fees . Tenant hereby waives the right of specific performance and expenses. In case any action or proceeding be brought against Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord other remedy allowed in equity if specific performance or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against other remedy could result in any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts liability of Landlord or its employees or contractors in or about for the Building during the term payment of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory money to Tenant, the insurance company counsel shall be deemed satisfactoryor to any court or governmental authority (by way of fines or otherwise) for Landlord's failure or refusal to observe a judicial decree or determination, or to any third party.
Appears in 1 contract
Samples: Lease Agreement (Childrens Place Retail Stores Inc)
Non Liability and Indemnification. 18.0121.01. Neither Landlord, any Superior Mortgagee, Landlord nor any partner, joint venturer, director, officer, principal, shareholder, agent, servant or employee of Landlord or any 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, irrespective of the cause of such injury, damage or loss, unless caused by or resulting from the negligence of Landlord, its agents, servants or employees in the operation or maintenance of the Land or Building without contributory negligence on the part of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors. Further, neither 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 tenants or persons Persons in, upon or about the Land or Building, or caused by operations in construction of any private, public or quasi-public work nor shall the foregoing parties be liable work; or (b) even if negligent, for damage to or consequential damages arising out of any loss of use of the Demised Premises or any equipment or facilities therein by Tenant or any Person claiming through or under Tenant.
21.02. Notwithstanding any provision to the contrary, Tenant shall look solely to the estate and property of Tenant Landlord in and to the Land and Building (or others entrusted to employees the proceeds received by Landlord on a sale of such estate and property but not the proceeds of any financing or refinancing thereof) in the event of any claim against Landlord or its agents nor for loss due to theft.
18.02. Tenant shall indemnify and hold harmless Landlord and all Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees from and against any and all third-party claims arising from out of or in connection with any event occurring as a result this Lease, the relationship of or any condition created by the negligent or wrongful acts of Landlord and Tenant or its employees or contractors in or about Tenant’s use of the Premises during Demised Premises, and Tenant agrees that the term liability of this Lease Landlord arising out of or in connection with any other negligent or wrongful act or omission this Lease, the relationship of Landlord and Tenant or any Tenant’s use of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; together with all 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 Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel Demised Premises shall be deemed satisfactory).
18.03. Landlord shall indemnify limited to such estate and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts property of Landlord (or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactory.sale
Appears in 1 contract
Samples: Lease Agreement (Switch & Data Facilities Company, Inc.)
Non Liability and Indemnification. 18.01. 18.1 Neither Landlord nor Landlord's agents, any Superior Mortgageeemployees, officers, directors, shareholders, members, partners, partners of such partners or principals (disclosed or undisclosed) nor any partner, director, officer, principal, shareholder, agent, servant or employee of Landlord or any Superior Mortgagee, its mortgagees shall be liable to Tenant for, and Tenant shall save and hold Landlord and its agents, employees, contractors, officers, directors, shareholders, members, partners, partners of such partners and principals (disclosed or undisclosed) and their mortgagees harmless from and shall defend and indemnify such parties against, any loss, liability, claim, damage, expense (including reasonable attorneys' fees and disbursements), penalty or fine incurred in connection with or arising from the Premises or by reason of Tenant's or any other occupant's use of the Premises including, without limitation, any injury to Tenant, Tenant's agents, employees, contractors, invitees or licensees or any other occupant of the Premises, 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 any other person, irrespective of the cause of such injury, damage or loss unless due to the intentional acts or negligence of Landlord or Landlord's agents, its employees, contractors, invitees or licensees.
18.2 Neither any (a) performance by Landlord, Tenant or others of any repairs or improvements in or to the Land, Building or Premises, (b) failure of Landlord or others to make any such repairs or improvements, (c) damage to the Building equipment, Premises or Tenant's personal property, (d) injury to any persons, caused by other tenants or persons in, upon or about in the Building, or caused by operations in the construction of any private, public or quasi-public work 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, without limitation, Landlord's own acts, any Legal Requirement or any Insurance Requirement, nor shall (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 impose any liability on Landlord to Tenant, any occupant or any third party claiming by, through or under Tenant. Landlord, in making any repairs, alterations or improvements hereunder, shall prosecute the same utilizing such reasonable methods in order to minimize any disruption to Tenant's use of the Premises or the conduct of its business therein. Without limiting the foregoing, to the extent that any disruption of Building service is caused by parties other than Tenant or Tenant's agents, employees, contractors, invitees or licensees, and such disruption results in the cessation of any or all services to the Premises or a portion thereof, and Tenant is unable to conduct its business within the Premises or the portion thereof so affected for three (3) consecutive business days or more, Tenant shall be entitled to an abatement of Base Rent and Additional Rent for the portion of the Premises so affected commencing on the fourth (4th) business day following such cessation of services and continuing until such services are restored. In no event, however, shall Landlord be liable for injury or damage to Tenant or its property unless such injury or damage is caused by the intentional acts or negligence of Landlord or Landlord's agents, its employees, contractors, invitees or licensees. No representation is made 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 personal property or the property of any other person and in no event shall Landlord be liable to Tenant for any failure of Tenant's computer, telecommunications or data base systems. Landlord reserves the right to discontinue or modify such communications or security systems or procedures without liability so long as Landlord shall continue to maintain communications or security systems comparable to those of Class A office buildings in The City of New York.
18.3 Tenant hereby indemnifies Landlord and its agents, employees, contractors, officers, directors, shareholders, members, partners, partners of such partners, and principals (disclosed or undisclosed) and their respective mortgagees, successors and assigns against liability or expense (including reasonable attorneys' fees and disbursements) in connection with or arising from (i)
(a) any default by Tenant in the performance of any provisions of this Lease, and/or (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person claiming by, through or under Tenant, and/or (c) claims for death, personal injury or property damage arising out of the acts, omissions or negligence of Tenant, or the contractors, agents, employees, invitees or licensees of Tenant in connection with the performance of any Alterations or any other work, labor, services or materials done for or supplied to Tenant, including, without limitation, the installation, maintenance (or failure to maintain) or removal of Tenant's Corridor Signs, and/or (d) any acts, omissions or negligence of Tenant or others entrusted any such person, or the contractors, agents, employees, invitees or licensees of Tenant or any such person, in or about the Premises or the Building either prior to, during or after the expiration of the Term, provided, however, that such indemnity applies only to employees the extent that any of Landlord the foregoing are not covered by Tenant's insurance and did not result subject to the provisions of Section 18.5, from Landlord's, or its agents nor for loss due to theft.
18.02. Tenant shall indemnify any of Landlord's agents, employees' or contractors' negligence, willful misconduct or intentional acts, and hold harmless Landlord and all Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees (ii) claims arising from and against any and all third-party claims notices of violation or mechanic's liens arising from or in connection with the performance of any event occurring as a result of Alterations or any condition created by the negligent other work, labor, services or wrongful acts of Tenant materials done for or its employees or contractors in or about the Premises during the term of this Lease or in connection with any other negligent or wrongful act or omission of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereonsupplied to Tenant, including, without limitation, reasonable attorneys’ fees and expensesthe installation, maintenance (or failure to maintain) or removal of Tenant's Corridor Signs. In case If any action action, suit or proceeding be arising from any of the foregoing is brought against Landlord and/or any Superior Mortgagee and/or its or their partnersLandlord, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Mortgagee, shall Tenant will resist and defend such action action, suit or proceeding or cause the same to be resisted and defended by counsel designated by Tenant (which counsel shall be reasonably satisfactory to Landlord), unless, due to a conflict of interest or Landlord's negligence or wrongful acts, Landlord requires such action, suit or proceeding to be resisted and defended by counsel of its own selection and is represented by such counsel reasonably satisfactory to Landlord (in which case Tenant shall be liable for the payment of Landlord's attorney's fees), provided that prior to the occurrence and continuance of an Event of Default, Landlord shall not settle or such Superior Mortgagee release any claim without the written consent of Tenant, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if Tenant has a duty to defend Landlord in any action, suit or proceeding described in the immediately proceeding sentence, and Tenant's insurer assumes Tenant's duty to defend Landlord, the insurance company counsel that the insurer shall designate shall be deemed satisfactory)to be acceptable to Lender, provided such counsel regularly represents insurance companies in similar types of actions, suits or proceedings. If and to the extent that the foregoing provisions of this Section 18.3 may be unenforceable for any reason, Tenant hereby agrees to make the maximum contribution to payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.
18.0318.4 Tenant shall pay to Landlord, as Additional Rent, within thirty (30) days after written demand therefor, sums equal to all losses and other liabilities referred to in Section 18.3. The obligations of Tenant under this Article 18 shall survive the expiration or earlier termination of this Lease.
18.5 Notwithstanding anything contained in this Lease to the contrary, when the claim is caused by the joint negligence or willful misconduct of (a) Tenant and Landlord, (b) Tenant and a third party unrelated to Tenant, except Tenant's agents, employees, or invitees or (c) Landlord shall and a third party unrelated to Landlord, except Landlord's agents or employees, as the case may be, Tenant's or Landlord's duty, as the case may be, to defend, indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees the other party harmless from and against any and all third-party claims arising from or shall be in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory proportion to Tenant's or Landlord's, as the insurance company counsel shall be deemed satisfactorycase may be, allocable shares of the joint negligence or willful misconduct.
Appears in 1 contract
Samples: Lease Agreement (Agency Com LTD)
Non Liability and Indemnification. 18.01. 23.01 Neither Landlord, any Superior Mortgagee, Landlord nor any partner, joint venturer, director, officer, principal, shareholder, agent, servant or employee of Landlord or any 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, irrespective of the cause of such injury, damage or loss, unless caused by or resulting from the negligence of Landlord, its agents, servants or employees in the operation or maintenance of the Land or Building without contributory negligence on the part of Tenant or its employees, licensees, agents or contractors. Further, neither 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 tenants or persons Persons in, upon or about the Land or Building, or caused by operations in construction of any private, public or quasi-public work nor shall the foregoing parties be liable work; or (b) even if negligent, for damage to or consequential damages arising out of any loss of property use of the Demised Premises or any equipment or facilities therein by Tenant or others entrusted to employees of Landlord any Person claiming through or its agents nor for loss due to theft.
18.02under Tenant. Tenant shall indemnify and hold save harmless Landlord any partner, joint venturer, director, officer, agent servant or employee of Landlord against and form all Superior Mortgagees liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges and expenses, including without limitation, attorneys’ fees and disbursements, which may be imposed upon or asserted against or reasonably incurred by Landlord by reason of any of the following occurring during the Term unless caused by the negligence of Landlord or its and their respective partners, directors, officers, principals, shareholdersassigns, agents and or employees from and against any and all thirdwithout contributory negligence on the part of Tenant, or its licensees, employees or agents:
(a) Any use, non-party claims arising from use, possession, occupation, alteration, repair, condition, operation, maintenance or in connection with any event occurring as a result management of the Demised Premises or any condition created by part thereof attributable to the negligent or wrongful acts of Tenant Tenant, or any of its licensees, or its employees agents or contractors in employees, including, without limitations, any street, alley sidewalk, curb, vault or passageway comprising a part of the Demised Premises or adjacent thereof; (b) any act or failure to act on the part of Tenant, or any of its agents, contractors, servants, employees, licensees or invitees; (c) Any accident, injury (including death) or damage to any person or property occurring in, on or about the Demised Premises during or any part thereof or in, or about any street, alley, sidewalk, curb, vault or passageway comprising a part thereof or adjacent thereto, including any and all areas, the term repair and maintenance of which Tenant is responsible for pursuant to Article 17 hereof, which accident, injury or damage is attributable to Tenant’s, or any of its licensees’, agents’ or employees acts or failure to act; (d) Any lien or claim which may be alleged to have arisen against or on the Demised Premises, or any lien or claim created or permitted to be created by Txxxxx and which arises out of Txxxxx’s tenancy hereunder, against any assets of Landlord or any liability asserted against Landlord with respect thereto not arising by reason of a debt or liability of Landlord for which Tenant is not otherwise liable under the provisions of this Lease; (e) Any contest permitted pursuant to the provisions of Article 11 hereof, except as provided therein; (f) Any failure on the part of Tenant to keep, observe and perform any of the terms, covenants, agreements, provisions, conditions or limitations contained in any other contracts and agreements affecting the Demised Premises, on Tenant’s part to be kept, observed or performed; (g) Any failure on the part of Tenant to pay Rent or to perform or comply with any of the covenants, agreements, terms or conditions contained in this Lease, or on its part to be performed or complied with and the exercise by Landlord of any remedy provided in this Lease with respect thereto; or (h) Any claim for brokerage commissions, fees or other compensation by any person other then the Broker who alleges to have acted or dealt with Tenant in connection with this lease or the transactions contemplated by this Lease.
23.02 The provisions of this Article 23 and all other indemnity provisions elsewhere contained in this Lease shall survive the Expiration Date, but only in respect of acts and occurrences arising on or prior to the later of the Expiration Date or the date upon which possession of the Demised Premises is surrendered to Landlord.
23.03 The obligations of Tenant under this Article 23 shall not in any way be affected by the absence in any case of covering insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under insurance policies affecting the Demised Premises.
23.04 If any claim, action or proceeding is made or brought against Landlord by reason of any event as to which Tenant is indemnifying Landlord pursuant to Section 23.01 hereof, then upon demand by Landlord, Tenant, at its sole cost and expense, shall resist or defend such claim, action or proceeding in Landlord’s name, if necessary, by the attorneys for Tenant’s insurance carrier (if such claim, action or proceeding is covered by insurance), otherwise by such attorneys as Landlord shall approve, which approval shall not be unreasonably withheld or delayed. Lxxxxxxx agrees that in the event Landlord is named as a party to an action, Landlord will reasonably cooperate with Txxxxx in the conduct of the proceedings. Notwithstanding the foregoing, Landlord may engage its own attorneys to defend it or to assist in its defense at Landlord’s own cost and expense. The indemnification obligations imposed upon Tenant under Section 23.01 shall not apply to any settlement separately agreed to by Landlord without Tenants written consent, nor if Landlord retains its own attorneys and such retention will materially impair or materially diminish Tenant’s insurance coverage and Landlord has been so advised in writing by Txxxxx’s insurer.
23.05 Notwithstanding any provision to the contrary, Tenant shall look solely 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 estate and property but not the proceeds of any financing or refinancing thereof) in the event of any claim against Landlord arising out of or in connection with any other negligent or wrongful act or omission this Lease, the relationship of Landlord and Tenant or any Tenant’s use of its subtenants the Demised Premises or licensees or its or their partnersthe Land, directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in Txxxxx agrees that the liability of Landlord arising out of or in connection with each this Lease, the relationship of Landlord and Tenant or Tenant’s use of the Demised Premises or the Land shall be limited to such claim estate and property of Landlord (or action sale proceeds). No other properties or proceeding brought thereonassets of Landlord or any partner, includingjoint venturer, without limitationdirector, reasonable attorneys’ fees and expenses. In case any action officer, agent, servant or proceeding employee of Landlord shall be brought against Landlord and/or any Superior Mortgagee and/or its subject to levy, execution or their partners, directors, officers, principals, shareholders, agents and/or employees by reason other enforcement procedures for the satisfaction of any such claimjudgment (or other judicial process) or for the satisfaction of any other remedy of Tenant arising out of, Tenant, upon notice from Landlord or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by with, this Lease, the negligent or wrongful acts relationship of Landlord and Tenant or its employees Txxxxx’s use of the Demised Premises or contractors the Land and if Tenant shall acquire a lien on or interest in or about the Building during the term of this Lease or in connection with any other negligent properties or wrongful act assets by judgment or omission otherwise, Tenant shall promptly release such lien on or interest in such other properties and assets by executing, acknowledging and delivering to Landlord en instrument to that effect prepared by Lxxxxxxx’s attorneys. Tenant hereby waives the right of specific performance and any other remedy allowed in equity if specific performance or such other remedy could result in any liability of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason for the payment of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory money to Tenant, the insurance company counsel shall be deemed satisfactoryor to any court or governmental authority (by way of fines or otherwise) for Landlord’s failure or refusal to observe a judicial decree or determination, or to any third party.
Appears in 1 contract
Non Liability and Indemnification. 18.0120.01. Neither Landlord, Landlord nor any Superior Mortgagee, nor any partner, director, officer, principal, shareholder, agent, servant Lessor or employee of Landlord or any Superior Mortgagee, 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, irrespective of the cause of such injury, damage or loss, unless caused by or resulting from the gross negligence or willful misconduct of Landlord or the Superior Lessor or Superior Mortgagee, in the operation or maintenance of the Premises or the Project without contributory negligence on the part of Tenant, any subtenant or licensee of Tenant or their respective employees, agents, contractors or invitees. Neither Landlord nor any Superior Lessor or Superior Mortgagee shall be liable (a) for any damage caused by other tenants or persons in, upon on or about the BuildingProject, or caused by operations in construction of any private(b) even if resulting from negligence or willful misconduct, public or quasi-public work nor shall the foregoing parties be liable for damage to or loss of property consequential damages of Tenant or others entrusted any subtenant or licensee of Tenant.
20.02. Notwithstanding any provision to employees the contrary, Tenant shall look solely to the estate and property of Landlord in and to the Project in the event of any claim against Landlord or any member, manager, 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 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. No other properties or assets of Landlord or its agents nor any partner, member, director, officer, agent or employee of Landlord shall be subject to levy, execution or other enforcement procedures for loss due 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 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 theftLandlord an instrument to that effect prepared by Landlord's attorneys. Tenant hereby waives the right 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.
18.0220.03. Tenant shall indemnify and hold harmless Landlord and all Superior Mortgagees Lessors and all Superior Mortgagees, and its and their respective partners, members, managers, directors, officers, principals, shareholders, agents and employees from and against any and all third-party claims arising from or in connection with (a) the conduct or management of the Premises or of any event occurring as a result of business therein, or any work or thing whatsoever done, or any condition created (other than by the negligent or wrongful acts of Tenant or its employees or contractors Landlord) in or about the Premises during the term Term or during the period of this Lease time, if any, prior to the Commencement Date that Tenant may have been given access to the Premises; (b) any act, omission or in connection with any other negligent or wrongful act or omission negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, 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 (e) 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, including, without limitation, reasonable all attorneys’ ' fees and expenses. In case any action or proceeding be is brought against Landlord and/or any Superior Lessor or Superior Mortgagee and/or its or their members, managers, partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Lessor or Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactoryLandlord).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactory.
Appears in 1 contract
Samples: Lease (Hirsch International Corp)
Non Liability and Indemnification. 18.0123.01. Neither None of Landlord, any Prime Landlord, Superior Mortgagee, nor any partnerSuperior Lessor, directortheir respective partners, officerjoint venturers, principaldirectors, shareholderofficers, agentagents, servant servants or employee of Landlord or any Superior Mortgagee, employees shall be liable to Tenant for any loss, injury or damage to Tenant or to any other Person, or to its or their property, irrespective of the cause of such injury, damage or loss, unless caused by or resulting from the intentional or willful misconduct of Landlord, Prime Landlord, Superior Mortgagee, Superior Lessor or its or their respective agents, servants or employees in the operation or maintenance of the Land or Building to the extent caused by such intentional or willful misconduct. Further, Landlord, Prime Landlord, Superior Mortgagee, Superior Lessor or their respective partners, joint venturers, directors, officers, agents, servants or employees shall not be liable to Tenant (a) for any such damage caused by other tenants or persons Persons in, upon or about the Land or Building, or caused by operations in construction of any privateprivate work, performed by someone other than Landlord, or by public or quasi-public work nor shall work; or (b) even in the foregoing parties be liable event of intentional or willful misconduct, for damage to or consequential damages arising out of any loss of property use of the Demised Premises or any equipment or facilities therein by Tenant or others entrusted to employees of Landlord any Person claiming through, against or its agents nor for loss due to theftunder Tenant.
18.0223.02. Tenant shall indemnify indemnify, defend and hold harmless Landlord and Landlord, Prime Landlord, Superior Mortgagees, all Superior Mortgagees Lessors and its and their respective partners, joint venturers, directors, officers, principalsagents, shareholders, agents servants and employees from and against any and all third-party claims arising from or in connection with (a) the conduct or management of the Demised Premises or of any event occurring as a result of business therein, or any work or thing whatsoever done, or any condition created (other than by Landlord) in the negligent or wrongful acts of Tenant or its employees or contractors in or about the Demised Premises during the term Term or during the period of this Lease time, if any, prior to the Commencement Date that Tenant may have been given access to the Demised Premises, caused by Tenant, its agents, servants, representatives or in connection with employees; (b) any other negligent act, omission or wrongful act or omission negligence of Tenant or any of its subtenants or licensees or its or their partners, joint venturers, directors, principals, shareholders, officers, agents, employees or contractors; together with (c) any accident, injury or damage whatever (unless caused solely by Landlord's negligence) occurring in the Demised Premises caused by Tenant, its agents, servants, representatives or employees; and (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant' s obligations under this Lease. Tenant's obligation to indemnify shall also include all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ attorney's fees, expert fees and expenses. In case the event any action or proceeding be is brought against Landlord Landlord, Prime Landlord, Superior Mortgagee and/or any Superior Mortgagee Lessor and/or its or their partners, joint venturers, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Mortgagee, shall resist and defend such action or proceeding (proceeding, by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory)Landlord.
18.0323.03. Notwithstanding any provision to the contrary, Tenant shall look solely to the estate and property of Landlord shall indemnify in and hold Tenant to the Land and its partners, directors, officers, principals, shareholders, agents Building (or the proceeds received by Landlord on a sale of such estate and employees harmless from and property but not the proceeds of any financing or refinancing thereof) in the event of any claim against any and all third-party claims Landlord arising from out of or in connection with any event occurring as a result of or any condition created by this Lease, the negligent or wrongful acts relationship of Landlord and Tenant or its employees Tenant's use of the Demised Premises or contractors in or about the Building during Common Areas, and Tenant agrees that the term liability of this Lease the Landlord arising out of or in connection with any 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 negligent properties or wrongful act or omission assets of Landlord or its partners; directorsany partner, principalsjoint venturer, shareholdersdirector, officersofficer, agentsagent, employees servant or contractors; together with all costsemployee of Landlord shall be subject to levy, expenses and liabilities incurred in 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 such claims includingwith, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenantthis Lease, the insurance company counsel relationship of Landlord and Tenant or Tenant's use of the Demised Premises or the Common Areas and if Tenant shall be deemed satisfactoryacquire 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 right 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 to any third party.
Appears in 1 contract
Samples: Lease Agreement (Access Integrated Technologies Inc)
Non Liability and Indemnification. 18.01. (a) Neither LandlordLandlord (except to the extent expressly set forth in this lease), any affiliate of Landlord or any Superior Mortgagee, nor any direct or indirect partner, member, trustee, managing agent, beneficiary, director, officer, shareholder, principal, shareholder, agent, servant or employee of Landlord or of any affiliate of Landlord or any Superior MortgageeMortgagee (in any case whether disclosed or undisclosed) ) (each of the foregoing being sometimes referred to herein as a "Landlord Party"), shall be liable to Tenant for any loss, injury or damage caused by to Tenant or to any other tenants or persons in, upon or about the Buildingperson, or caused by operations in construction to its or their property, irrespective of any privatethe cause of such injury, public damage or quasi-public work loss, nor shall the foregoing aforesaid parties be liable for any damage to or loss of property of Tenant or of others entrusted to employees of Landlord or its agents Landlord, nor for loss due of or damage to theftany such property by theft or otherwise; provided, however, that subject to the provisions of Section 9.04 and Section 35.03, nothing contained in this Section 18.01(a) shall be construed to exculpate Landlord for loss, injury or damage to the extent caused by or resulting from the negligence of Landlord, its agents, servants, employees and contractors in accessing the Premises. Further, no Landlord Party shall be liable, even if negligent, for indirect, consequential, special, punitive, exemplary, incidental or other like damages arising out of any loss of use of the Premises or any equipment, facilities or other Tenant's Property therein by Tenant or any person claiming through or under Tenant.
(b) Neither Tenant (except to the extent expressly set forth in this lease), any Affiliate of Tenant, nor any direct or indirect partner, member, trustee, managing agent, beneficiary, director, officer, shareholder, principal, agent, servant or employee of Tenant (in any case whether disclosed or undisclosed) (each of the foregoing being sometimes referred to herein as a "Tenant Party"), shall be liable to Landlord for any loss, injury or damage to Landlord or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss, nor shall the aforesaid parties be liable for any damage to property of Landlord or of others entrusted to employees of Tenant, nor for loss of or damage to any such property by theft or otherwise; provided, however, that subject to the provisions of Section 9.04, nothing contained in this Section 18.01(b) shall be construed to exculpate Tenant for loss, injury or damage to the extent caused by or resulting from the negligence of Tenant, its agents, servants, employees and contractors in the operation or maintenance of the Premises. Further, no Tenant Party shall be liable, even if negligent, for indirect, consequential, special, punitive, exemplary, incidental or other like damages arising out of any loss of use of Premises or any equipment, facilities or other property of Landlord by Landlord or any person claiming through or under Landlord (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord's interest in the Premises).
18.02. Subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Tenant shall indemnify and hold harmless each Landlord and all Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees Party from and against any and all third-party claims arising from or in connection with (a) the occupancy, conduct or management of the Real Property or of any event occurring as a result of business therein, or any work or thing whatsoever done, or any condition created (other than by the negligent or wrongful acts of Tenant or Landlord, its agents, employees or contractors contractors) in or about the Premises Real Property during the term of this Lease lease; (b) any act, omission (where there is an affirmative duty to act) or in connection with any other negligent or wrongful act or omission negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever (except to the extent caused by the negligence or willful misconduct of Landlord or its agents, employees, or contractors) occurring in, at or upon the Real Property; and (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant's obligations under this lease. In case any action or proceeding be brought against Landlord and/or any Landlord Parties by reason of any such claim, Tenant, upon notice from Landlord or such Landlord Party, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Landlord and such Landlord Party. Provided that Tenant complies with the requirements of this Section with respect to any third-party claim, Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party with respect thereto. If the issuer of any insurance policy maintained by Tenant and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Landlord and such Landlord Party shall permit such insurance carrier to defend the claim with its counsel and (i) neither Landlord nor any Landlord Party shall settle such claim without the consent of the insurance carrier (unless such settlement would relieve Landlord or such Landlord Party of all liability for which Tenant or its insurance carrier may be liable hereunder and Tenant and its insurance carrier shall have no liability for such settlement), (ii) Tenant shall have the right to settle such claim without the consent of Landlord if Landlord and each Landlord Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Landlord and each applicable Landlord Party shall reasonably cooperate, at Tenant's expense, with the insurance carrier in its defense of any such claim, and (iv) Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party. In no event shall Tenant be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord's interest in the Premises). The provisions of the preceding four sentences shall apply with full force and effect to any obligation of Tenant contained in this lease to indemnify Landlord and/or all Landlord Parties, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease.
18.03. Notwithstanding anything contained in Section 18.01 to the contrary and subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Landlord shall indemnify and hold harmless each Tenant Party from and against (a) any and all third-party claims arising from or in connection with any act, omission (where there is an affirmative duty to act) or negligence of Landlord and its partners, directors, principals, shareholders, officers, agents, employees or contractors, and (b) any breach or default by Landlord in the full and prompt performance of Landlord's obligations under this lease; together with all reasonable out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable out-of-pocket attorneys’ ' fees and expenses. In case no event shall Landlord be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any action or proceeding be brought portion of Tenant's interest in the Premises). If any such third-party claim is asserted against Landlord Tenant and/or any Superior Mortgagee and/or its or their partnersTenant Party, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon Tenant shall give Landlord prompt notice from thereof and Landlord or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case claim (including any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding thereon) by counsel reasonably satisfactory to Tenant. Provided that Landlord complies with the requirements of this Section with respect to any third-party claim, Landlord shall not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party with respect thereto. If the issuer of any insurance policy maintained by Landlord and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Tenant shall permit such insurance carrier to defend the claim with its counsel and (i) neither Tenant nor any Tenant Party shall settle such claim without the consent of the insurance company carrier (unless such settlement would relieve Tenant or such Tenant Party of all liability for which Landlord or its insurance carrier may be liable hereunder and Landlord and its insurance carrier shall have no liability for such settlement), (ii) Landlord shall have the right to settle such claim without the consent of Tenant if Tenant, each Tenant Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Tenant and each applicable Tenant Party shall reasonably cooperate, at Landlord's expense, with the insurance carrier in its defense of any such claim, and (iv) Landlord shall not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party. The provisions of this Section 18.03 shall be deemed satisfactoryapply with full force and effect to any obligation of Landlord contained in this lease to indemnify Tenant and/or a Tenant Party, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease.
Appears in 1 contract
Non Liability and Indemnification. 18.01. 18.01 Neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any member, partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (in any case whether disclosed or undisclosed), shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss, nor shall the aforesaid parties be liable for any damage to property of Tenant or of others entrusted to employees of Landlord nor for loss of or damage to any such property by theft or otherwise; provided, however, that subject to the provisions of Section 35.03 hereof, nothing contained in this Section 18.01 shall be construed to exculpate Landlord for loss, injury or damage to the extent caused by or resulting from the negligence or willful misconduct of Landlord, its agents, servants, employees or contractors or a breach of Landlord’s obligations under this Lease. Further, neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any member, partner, director, officer, principal, shareholder, agent, servant or employee of Landlord Landlord, any Superior Lessor or any Superior Mortgagee, shall be liable to Tenant (a) for any such damage caused by other tenants or persons in, upon or about the BuildingBuilding or the Real Property, or caused by operations in construction of any private, public or quasi-public work nor shall the foregoing parties be liable work; or (b) even if negligent, for damage to or consequential damages arising out of any loss of property use of the Premises or any equipment, facilities or other Tenant’s Property therein by Tenant or others entrusted to employees of Landlord any person claiming through or its agents nor for loss due to theftunder Tenant.
18.02. 18.02 Except to the extent caused by or resulting from the negligence or willful misconduct of Landlord, its agents, servants, employees or contractors or a breach of Landlord’s obligations under this Lease, Tenant shall indemnify and hold harmless Landlord and all Superior Lessors and Superior Mortgagees and its and their respective members, partners, directors, officers, principals, shareholders, agents and employees from and against any and all third-party claims arising from or in connection with (a) the conduct or management of the Premises or of any event occurring as a result of business therein, or any work or thing whatsoever done, or any condition created (other than by the negligent Landlord, its agents, or wrongful acts of Tenant or its employees or contractors employees) in or about the Premises during the term of this Lease or in connection with during the period of time, if any, prior to the Commencement Date that Tenant may have been given access to the Premises; (b) any other negligent act, omission or wrongful act or omission negligence of Tenant or any of its subtenants or licensees or its or their members, partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever 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 reasonable costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and expenses. In case any action or proceeding be brought against Landlord and/or any Superior Lessor or Superior Mortgagee and/or its or their members, partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claimclaim covered by the foregoing indemnity, Tenant, upon notice from Landlord or such Superior Lessor or Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactoryLessor or Superior Mortgagee).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactory.
Appears in 1 contract
Non Liability and Indemnification. 18.01. Neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any 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, irrespective of the cause of such injury, damage or loss, nor shall the aforesaid parties be liable for any damage to property of Tenant or of others entrusted to employees of Landlord nor for loss of or damage to any such property by theft or otherwise; provided, however, that subject to the provisions of Section 35.03 hereof, nothing contained in this Section 18.01 shall be construed to exculpate Landlord for loss, injury or damage to the extent caused by or resulting from the negligence or willful misconduct of Landlord, its affiliates, agents, servants, employees and contractors. Further, neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any partner, director, officer, principal, shareholder, agent, servant or employee of Landlord Landlord, any Superior Lessor or any Superior Mortgagee, shall be liable to Tenant (a) for any such damage caused by other tenants or persons in, upon or about the BuildingBuilding or the Real Property, or caused by operations in construction of any private, public or quasi-public work nor shall the foregoing parties be liable work; or (b) even if negligent, for damage to or consequential damages arising out of any loss of property use of the Premises or any equipment, facilities or other Tenant’s Property therein by Tenant or others entrusted to employees of Landlord any person claiming through or its agents nor for loss due to theftunder Tenant.
18.02. Except to the extent resulting from the negligence or willful misconduct of Landlord, any Superior Lessor or any Superior Mortgagee, or any of their respective partners, directors, officers, principals, agents, employees, contractors or representatives, Tenant shall indemnify and hold harmless Landlord and all Superior Lessors and Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees from and against any and all third-party claims arising from or in connection with (a) the conduct or management of the Premises or of any event occurring as a result of business therein, or any work or thing whatsoever done, or any condition created (other than by the negligent Landlord, its agents, or wrongful acts of Tenant or its employees or contractors employees) in or about the Premises during the term of this Lease or in connection with during the period of time, if any, prior to the Commencement Date that Tenant may have been given access to the Premises and during such period prior to the Commencement Date same was caused by Tenant or its agents, representatives, employees or contractors; (b) any other negligent act, omission or wrongful act or omission negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever 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; (e) from any work done, or materials or supplies furnished, in connection with the fabrication, erection, installation, maintenance and operation of the Back-Up Power System (defined below) installed by Tenant pursuant to the provisions of this Lease; and (f) the erection, installation, maintenance, operation and repair of the Back-Up Power System installed by Tenant pursuant to the provisions of this Lease; together with all actual out-of-pocket costs, expenses and liabilities by the indemnified party incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and expenses; provided, however, in no event shall Tenant be liable for consequential damages in connection therewith. In case any action or proceeding be brought against Landlord and/or any Superior Lessor or Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Lessor or Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactoryLessor or Superior Mortgagee).
18.03. Landlord shall indemnify Subject to Section 18.02 above and hold except to the extent resulting from the negligence or willful misconduct of Tenant and or any of its respective partners, directors, officers, principals, shareholdersagents, employees, contractors or representatives, Landlord shall indemnify and hold harmless Tenant and Tenant’s officers, directors, partners, members, employees, agents and employees harmless contractors from and against any and all third-party claims arising from or in connection with (a) injury to or death of any event occurring as a person or persons in any common area of the Building or the Premises, but with respect to the Premises only to the extent to which the same shall result of from the negligence or any condition created by the negligent or wrongful acts willful misconduct of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its Landlord’s partners; , directors, principals, shareholders, officers, agents, employees contractors or contractors; employees, and (b) any negligence or willful misconduct of Landlord or Landlord’s partners, directors, principals, officers, agents, contractors or employees, together with all actual out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claims claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and expenses; provided, however, that in no event shall Landlord be liable for consequential damages (including, but not limited to, loss of business or lost profits). In case any action or proceeding be brought against Tenant and/or its partnersor any of Tenant’s officers, directors, officerspartners, principalsmembers, shareholdersemployees, agents and/or employees and contractors by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactory).
Appears in 1 contract
Non Liability and Indemnification. 18.0120.01. Neither Landlord, any Superior Mortgagee, Landlord nor any partner, director, officer, principal, shareholder, agent, servant agent or employee of Landlord or any Superior Mortgagee, shall be liable to Tenant for any injury or damage caused by to Tenant or to any other tenants person or persons in, upon or about the Buildingfor any damage to, or caused loss (by operations in construction of theft or otherwise) of, any private, public or quasi-public work nor shall the foregoing parties be liable for damage to or loss of property of Tenant or others entrusted to employees of Landlord any other person, irrespective of the cause of such injury, damage, or its agents nor for loss loss, unless caused by or due to theftthe negligence of Landlord, its agents, or employees without contributory negligence on the part of Tenant.
18.0220.2. Tenant shall indemnify and hold save harmless Landlord and all Superior Mortgagees its agents against and its and their respective partners, directors, officers, principals, shareholders, agents and employees from and against (a) any and all third-party claims (i) arising from (x) the conduct or in connection with management of the Demised Premises or of any event occurring as a result of business therein, or (y) any work or thing whatsoever done, or any condition created (other than by the negligent Landlord for Landlord's or wrongful acts of Tenant or its employees or contractors Tenant's account) in or about the Demised Premises during the term of this Lease or in connection with during the period of time, if any, prior to the Commencement Date that Tenant may have been given access to the Demised Premises, or (ii) arising from any other negligent or otherwise wrongful act or omission of Tenant or any of its subtenants subtenants, invitees or licensees or its or their partners, directors, principals, shareholders, officersemployees, agents, employees or contractors; together with , and (b) all costs, expenses 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 Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior MortgageeLandlord, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee proceeding.
20.3. Except as otherwise expressly provided in this Lease, this Lease and the insurance company counsel obligations of Tenant hereunder shall be deemed satisfactory).
18.03. in no wise affected, impaired or excused because Landlord shall indemnify and hold Tenant and is unable to fulfill, or is delayed in fulfilling, any of its partnersobligations under this Lease by reason of strike, directorsother labor trouble, officers, principals, shareholders, agents and employees harmless from and against any and all thirdgovernmental pre-party claims arising from emption or priorities or other controls in connection with any event occurring as a result national or other public emergency or shortages of fuel supplies or any condition created by the negligent labor resulting therefrom, or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, like cause beyond Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactory's reasonable control.
Appears in 1 contract
Non Liability and Indemnification. 18.01. Neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (in any case whether disclosed or undisclosed), shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss, nor shall the aforesaid parties be liable for any damage to property of Tenant or of others entrusted to employees of Landlord nor for loss of or damage to any such property by theft or otherwise except to the extent caused by or resulting from the willful misconduct or negligence of Landlord, its agents, servants, employees in the operation or maintenance of the Premises or the Real Property. Further, neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any partner, director, officer, principal, shareholder, agent, servant or employee of Landlord Landlord, any Superior Lessor or any Superior Mortgagee, shall be liable to Tenant (a) for any such damage caused by other tenants or persons in, upon or about the BuildingBuilding or the Real Property, or caused by operations in construction of any private, public or quasi-public work nor shall the foregoing parties be liable work; or (b) even if negligent, for damage to or consequential damages arising out of any loss of property use of the Premises or any equipment, facilities or other Tenant's Property therein by Tenant or others entrusted to employees of Landlord any person claiming through or its agents nor for loss due to theftunder Tenant.
18.02. Subject to the terms of Section 9.04 hereof relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Tenant shall indemnify and hold harmless Landlord and all Superior Lessors and Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees from and against any and all third-party claims arising from or in connection with (a) the conduct or management of the Premises or of any event occurring as a result of business therein, or any work or thing whatsoever done, or any condition created (other than by the negligent Landlord, its agents, or wrongful acts of Tenant or its employees or contractors employees) in or about the Premises during the term of this Lease or in connection with during the period of time, if any, prior to the Commencement Date that Tenant may have been given access to the Premises; (b) any other negligent act, omission or wrongful act or omission negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever (except to the extent caused by Landlord's negligence or the negligence of Landlord's agents, employees, or contractors) 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 reasonable costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ ' fees and expenses. In case any action or proceeding be brought against Landlord and/or any Superior Lessor or Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, Tenant upon notice from Landlord or such Superior Lessor or Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactoryLessor or Superior Mortgagee).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactory.
Appears in 1 contract
Non Liability and Indemnification. 18.01. (a) Neither LandlordLandlord (except to the extent expressly set forth in this lease), any affiliate of Landlord or any Superior Mortgagee, nor any direct or indirect partner, member, trustee, managing agent, beneficiary, director, officer, shareholder, principal, shareholder, agent, servant or employee of Landlord or of any affiliate of Landlord or any Superior MortgageeMortgagee (in any case whether disclosed or undisclosed) ) (each of the foregoing being sometimes referred to herein as a “Landlord Party”), shall be liable to Tenant for any loss, injury or damage caused by to Tenant or to any other tenants or persons in, upon or about the Buildingperson, or caused by operations in construction to its or their property, irrespective of any privatethe cause of such injury, public damage or quasi-public work loss, nor shall the foregoing aforesaid parties be liable for any damage to or loss of property of Tenant or of others entrusted to employees of Landlord or its agents Landlord, nor for loss due of or damage to theftany such property by theft or otherwise; provided, however, that subject to the provisions of Section 9.04 and Section 35.03, nothing contained in this Section 18.01(a) shall be construed to exculpate Landlord for loss, injury or damage to the extent caused by or resulting from the negligence of Landlord, its agents, servants, employees and contractors in accessing the Premises. Further, no Landlord Party shall be liable, even if negligent, for indirect, consequential, special, punitive, exemplary, incidental or other like damages arising out of any loss of use of the Premises or any equipment, facilities or other Tenant’s Property therein by Tenant or any person claiming through or under Tenant.
(b) Neither Tenant (except to the extent expressly set forth in this lease), any Affiliate of Tenant, nor any direct or indirect partner, member, trustee, managing agent, beneficiary, director, officer, shareholder, principal, agent, servant or employee of Tenant (in any case whether disclosed or undisclosed) (each of the foregoing being sometimes referred to herein as a “Tenant Party”), shall be liable to Landlord for any loss, injury or damage to Landlord or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss, nor shall the aforesaid parties be liable for any damage to property of Landlord or of others entrusted to employees of Tenant, nor for loss of or damage to any such property by theft or otherwise; provided, however, that subject to the provisions of Section 9.04, nothing contained in this Section 18.01(b) shall be construed to exculpate Tenant for loss, injury or damage to the extent caused by or resulting from the negligence of Tenant, its agents, servants, employees and contractors in the operation or maintenance of the Premises. Further, no Tenant Party shall be liable, even if negligent, for indirect, consequential, special, punitive, exemplary, incidental or other like damages arising out of any loss of use of Premises or any equipment, facilities or other property of Landlord by Landlord or any person claiming through or under Landlord (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises).
18.02. Subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Tenant shall indemnify and hold harmless each Landlord and all Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, agents and employees Party from and against any and all third-party claims arising from or in connection with (a) the occupancy, conduct or management of the Real Property or of any event occurring as a result of business therein, or any work or thing whatsoever done, or any condition created (other than by the negligent or wrongful acts of Tenant or Landlord, its agents, employees or contractors contractors) in or about the Premises Real Property during the term of this Lease lease; (b) any act, omission (where there is an affirmative duty to act) or in connection with any other negligent or wrongful act or omission negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever (except to the extent caused by the negligence or willful misconduct of Landlord or its agents, employees, or contractors) occurring in, at or upon the Real Property; and (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant’s obligations under this lease. In case any action or proceeding be brought against Landlord and/or any Landlord Parties by reason of any such claim, Tenant, upon notice from Landlord or such Landlord Party, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Landlord and such Landlord Party. Provided that Tenant complies with the requirements of this Section with respect to any third-party claim, Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party with respect thereto. If the issuer of any insurance policy maintained by Tenant and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Landlord and such Landlord Party shall permit such insurance carrier to defend the claim with its counsel and (i) neither Landlord nor any Landlord Party shall settle such claim without the consent of the insurance carrier (unless such settlement would relieve Landlord or such Landlord Party of all liability for which Tenant or its insurance carrier may be liable hereunder and Tenant and its insurance carrier shall have no liability for such settlement), (ii) Tenant shall have the right to settle such claim without the consent of Landlord if Landlord and each Landlord Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Landlord and each applicable Landlord Party shall reasonably cooperate, at Tenant’s expense, with the insurance carrier in its defense of any such claim, and (iv) Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party. In no event shall Tenant be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises). The provisions of the preceding four sentences shall apply with full force and effect to any obligation of Tenant contained in this lease to indemnify Landlord and/or all Landlord Parties, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease.
18.03. Notwithstanding anything contained in Section 18.01 to the contrary and subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Landlord shall indemnify and hold harmless each Tenant Party from and against (a) any and all third-party claims arising from or in connection with any act, omission (where there is an affirmative duty to act) or negligence of Landlord and its partners, directors, principals, shareholders, officers, agents, employees or contractors, and (b) any breach or default by Landlord in the full and prompt performance of Landlord’s obligations under this lease; together with all reasonable out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable out-of-pocket attorneys’ fees and expenses. In case no event shall Landlord be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any action or proceeding be brought portion of Tenant’s interest in the Premises). If any such third-party claim is asserted against Landlord Tenant and/or any Superior Mortgagee and/or its or their partnersTenant Party, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon Tenant shall give Landlord prompt notice from thereof and Landlord or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case claim (including any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding thereon) by counsel reasonably satisfactory to Tenant. Provided that Landlord complies with the requirements of this Section with respect to any third-party claim, Landlord shall not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party with respect thereto. If the issuer of any insurance policy maintained by Landlord and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Tenant shall permit such insurance carrier to defend the claim with its counsel and (i) neither Tenant nor any Tenant Party shall settle such claim without the consent of the insurance company carrier (unless such settlement would relieve Tenant or such Tenant Party of all liability for which Landlord or its insurance carrier may be liable hereunder and Landlord and its insurance carrier shall have no liability for such settlement), (ii) Landlord shall have the right to settle such claim without the consent of Tenant if Tenant, each Tenant Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Tenant and each applicable Tenant Party shall reasonably cooperate, at Landlord’s expense, with the insurance carrier in its defense of any such claim, and (iv) Landlord shall not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party. The provisions of this Section 18.03 shall be deemed satisfactoryapply with full force and effect to any obligation of Landlord contained in this lease to indemnify Tenant and/or a Tenant Party, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease.
Appears in 1 contract
Samples: Lease Agreement (Citigroup Inc)
Non Liability and Indemnification. 18.0136.01. Neither Landlord, any Superior Mortgagee, Landlord nor any partner, member, director, officer, principal, shareholder, agent, servant or employee of Landlord or any 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, irrespective of the cause of such injury, damage or loss, except to the extent the same are caused by other tenants or persons inresult from the negligence of Land lord, upon its agents, servants or about employees in the operation or maintenance of the Demised Premises or the Building, or caused by operations in construction of any private, public or quasi-public work nor shall the foregoing parties be liable for damage to or loss of property of Tenant or others entrusted to employees of Landlord or its agents nor for loss due to theft.
18.0236.02. Tenant shall indemnify and hold harmless Landlord and all Superior Mortgagees lessors under underlying leases, of, and mortgagees under mortgages affecting, the Land and/or the Building and its and their respective partners, members, directors, officers, principals, shareholders, agents and employees from and against any and all third-party claims arising from or in connection with (i) the use or occupation of the Demi sed Premises by Tenant or anyone in the Demised Premises with Tenant's permission or from any event occurring as a result breach of this Lease by Tenant; (ii) 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 the negligent Landlord, its agents, or wrongful acts of Tenant or its employees or contractors employees) in or about the Demised Premises during the term of this Lease or in connection with during the period of time, if any, prior to the Commencement Date that Tenant may have been given access to the Demised Premises; (iii) any other negligent act, omission or wrongful act or omission negligence of Tenant or any of its subtenants subt enants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; together with all costs(iv) any accident, expenses and liabilities incurred in injury or in connection with each such claim damage whatever (except to the extent caused by Land lord's gross negligence or action the gross negligence of Landlord's agents, employees, or proceeding brought thereoncontractors) occurring in, including, without limitation, reasonable attorneys’ fees and expensesat or upon the Demised Premises; or (v) from any breach of this Lease by Tenant. In case any action or proceeding be brought against Landlord Land lord and/or any Superior Mortgagee lessor or mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Mortgageelessor or mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord Land lord or such Superior Mortgagee lessor or mortgagee). The rights and the insurance company counsel shall be deemed satisfactory).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts obligations of Landlord and Tenant contained in this Article 36 shall survive the expiration or its employees or contractors in or about the Building during the term early termination of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactoryLease.
Appears in 1 contract
Non Liability and Indemnification. 18.01. A. Neither Landlord, any Superior Mortgagee, Sublandlord nor any partner, director, officer, principal, shareholder, agent, servant or employee of Landlord or any Superior Mortgagee, 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 persons or 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 place or by dampness or by any other cause of whatsoever nature; (iii) any such damage caused by other tenants or persons in, upon or about in the Building, Building or caused by operations in construction of any private, public or quasi-public work nor shall work; or (iv) any latent defect in the foregoing parties be liable for damage to Sublease Premises or loss of property of Tenant or others entrusted to employees of Landlord or its agents nor for loss due to theftin the Building.
18.02. Tenant B. Subtenant agrees, irrespective of whether Subtenant shall indemnify have been negligent in connection therewith, to indemnify, protect, defend and hold harmless Landlord save harmless, Overlandlord, Sublandlord and all Superior Mortgagees Overlandlord’s and its and their Sublandlord’s respective partners, officers, directors, officers, principals, shareholderscontractors, agents and employees (individually and collectively, the “Indemnified Party”) from and against any and all third-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 claims or otherwise), to which any such Indemnified Party may be subject or suffer arising from from, or in connection with with: (i) any event liability or claim for any injury to, or death of, any person or persons, or damage to property (including any loss of use thereof), occurring as a result of or any condition created by the negligent or wrongful acts of Tenant or its employees or contractors in or about the Sublease Premises during the term Term and during the period of time, if any, prior to the Commencement Date that Subtenant may have been given access to the Sublease Premises, unless caused by the gross negligence of Sublandlord, or (ii) the use and occupancy of the Sublease Premises, or from any work, installation or thing whatsoever done or omitted in or about the Sublease Premises during the Term and during the period of time, if any, prior to the Commencement Date that Subtenant may have been given access to the Sublease Premises, or (iii) any default by Subtenant in the performance of Subtenant’s obligations under this Lease Sublease, or in connection with (iv) any other negligent act, omission, carelessness, negligence or wrongful act misconduct of Subtenant or omission of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, Subtenant’s agents, employees or contractors; together with all 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 Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactory.
Appears in 1 contract
Samples: Sublease (TRANS LUX Corp)
Non Liability and Indemnification. 18.01. 21.01 Neither Landlord, any Superior Mortgagee, Landlord nor any partner, director, officer, principal, shareholder, agent, servant agent or employee of Landlord or any Superior Mortgagee, 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 caused by other tenants or persons in, upon or about the Buildingto, or caused loss (by operations in construction of theft or otherwise) of, any private, public or quasi-public work nor shall the foregoing parties be liable for damage to or loss of property of Tenant and/or of any other person, irrespective of the cause of such injury, damage or others loss, unless (with respect to personal injury only) such injury was caused by or due to the intentional act or negligence of Landlord, its agents or employees or contractors without contributory 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 incident to the reasonable use of the Demised Premises for the 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 of Landlord or its agents nor for loss due to theftby Tenant without Landlord's specific written consent.
18.02. 21.02 Tenant shall defend, indemnify and hold save harmless Landlord and all Superior Mortgagees and its and their respective partners, directors, officers, principals, shareholders, 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 Landlord and/or its agents by reason of any and all third-party claims arising from or in connection with any event of the following occurring as a result of or any condition created by the negligent or wrongful acts of Tenant or its employees or contractors in or about the Premises during the term of this Lease Lease, or during any period of time prior to the Commencement Date that Tenant may have been given access to or possession of all or any part of the Demised Premises pursuant to Section 3.03:
(a) Any work or thing done in connection with or about the Demised Premises or any other negligent part thereof by or at the instance of Tenant, its agents, contractors, subcontractors, servants, employees, licensees or invitees;
(b) any 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 partners, directors, principals, shareholders, officers, agents, employees or contractors; together , or by Landlord's failure to perform any of its obligations hereunder.
(d) any failure on the part of Tenant to perform or comply with all costsany 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, including, without limitation, reasonable attorneys’ fees and expensescomplied with. In case any action or proceeding be is brought against Landlord and/or any Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, Tenant upon written notice from Landlord or such Superior MortgageeLandlord, shall at Tenant's expense resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactory).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably approved by Landlord in writing, which approval Landlord shall not unreasonably withhold.
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 Tenantboth parties.
21.04 Except as otherwise expressly provided herein, this Lease and the insurance company counsel 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 in no way be deemed satisfactoryaffected, impaired or excused because Landlord is unable to 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 any cause whatsoever beyond Landlord's reasonable control, Including, but not limited to, Acts of God, strikes, labor troubles, governmental preemption in connection with a national emergency or by reason of any rule, order or regulation 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, hostilities or other similar emergency; provided that Landlord shall in each instance exercise reasonable diligence to effect performance when and as soon as possible.
Appears in 1 contract
Samples: Lease (Synapse Group Inc)
Non Liability and Indemnification. 18.0137.1. Neither Landlord, any Superior Mortgagee, Landlord nor any partner, member, director, officer, principal, shareholder, agent, servant or employee of Landlord or any 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, irrespective of the cause of such injury, damage or loss, except to the extent the same are caused by or result from the negligence of Landlord, its agents, servants, contractors or employees in the operation or maintenance of the Premises or the Building. Further, neither Landlord nor any partner, member, 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 Building, Building or caused by operations in construction of any private, public or quasi-public work nor shall the foregoing parties be liable work; or (b) even if negligent, for damage to or consequential damages arising out of any loss of property use of the Premises or any equipment or facilities therein by Tenant or others entrusted to employees of Landlord any person claiming through or its agents nor for loss due to theftunder Tenant.
18.0237.2. Tenant shall indemnify and hold harmless Landlord and all Superior Mortgagees lessors under underlying leases, of, and mortgagees under mortgages affecting, the Land and/or the Building and its and their respective partners, members, directors, officers, principals, shareholders, agents and employees from and against any and all third-party claims arising from or in connection with (a) the use or occupation of the Premises by Tenant or anyone in the Premises with Tenant's permission, or the conduct or management of the Premises or of any event occurring as a result of business therein, or any work or thing whatsoever done, or any condition created (other than by the negligent Landlord, its agents, servants, contractors or wrongful acts of Tenant or its employees or contractors employees) in or about the Premises during the term Term of this Lease or in connection with during the period of time, if any, prior to the Lease or during the period of time, if any, prior to the Commencement Date, that Tenant may have been given access to the Premises; (b) any other negligent act, omission or wrongful act or omission negligence of Tenant or any of its subtenants sublessees or licensees or its or their partners, members, directors, principals, shareholders, officers, agents, employees or contractors; together with (c) any accident, injury or damage whatsoever (except to the extent caused by the negligence of Landlord, its agents, servants, contractors or employees) 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. Tenant's indemnity shall include the payment to Landlord of all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, including without limitation, all reasonable attorneys’ fees ' fees, costs and expenses. In case any action or proceeding shall be brought against Landlord and/or any Superior Mortgagee such lessor or mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Mortgageelessor or mortgagee (as the case may be), shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Mortgagee and the insurance company counsel shall be deemed satisfactoryLandlord).
18.03. Landlord shall indemnify and hold Tenant and its partners, directors, officers, principals, shareholders, agents and employees harmless from and against any and all third-party claims arising from or in connection with any event occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactory.
Appears in 1 contract
Non Liability and Indemnification. 18.01. 19.1 Neither Landlord nor Landlord's agents, any Superior Mortgageeemployees, officers, directors, shareholders, partners, partners of such partners or principals (disclosed or undisclosed) nor any partner, director, officer, principal, shareholder, agent, servant or employee of Landlord or any Superior Mortgagee, its mortgagees shall be liable to Tenant Tenant, for any loss, liability, claim, damage, expense (including reasonable attorneys' fees and disbursements), penalty or fine incurred in connection with or arising by reason of Tenant's or any other occupant's use of the Premises including, without limitation, any injury to Tenant, Tenant's agents, employees, contractors, invitees or licensees or any other occupant of the Premises, 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 any other person, irrespective of the cause of such injury, damage or loss unless due to the negligence or willful misconduct of Landlord or Landlord's agents, its employees, contractors, invitees or licensees. Any Building employee to whom any property shall be entrusted by or on behalf of Tenant shall be acting as Tenant's agent with respect to such property, and neither Landlord nor Landlord's agents shall be liable for any loss or damage to any such property.
19.2 Neither any (a) performance by Landlord, Tenant or others of any repairs or improvements in or to the Land, Building or Premises, (b) failure of Landlord or others to make any such repairs or improvements, except in breach of the terms of this Lease, (c) damage to the Building equipment, Premises or Tenant's personal property, (d) injury to any persons, caused by other tenants or persons in, upon or about in the Building, or caused by operations in the construction of any private, public or quasi-public work work, (e) latent defect in the Building, Building equipment or Premises, (f) temporary covering or bricking up of any windows of the Premises, by reason of any Legal Requirement or any Insurance Requirement, nor shall (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 parties subdivisions (a) through (f) shall impose any liability on Landlord to Tenant, any occupant or any third party claiming by, through or under Tenant. Landlord, in making any repairs, alterations or improvements hereunder, shall prosecute the same utilizing such reasonable methods in order to minimize any disruption to Tenant's use of the Premises or the conduct of its business therein. In no event, however, shall Landlord be liable for injury or damage to Tenant or its property unless such injury or damage is caused by the negligence or willful misconduct of Landlord or Landlord's agents, employees, contractors, invitees or licensees. Landlord shall furnish a security program with respect to ingress and egress from the Building and the Common Areas as set forth in Subsection 8.1(viii), but no representation is made that any security or communications systems, devices or procedures furnished by Landlord 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 personal property or the property of any other person and in no event shall Landlord be liable to Tenant for any failure of Tenant's computer, telecommunications or data base systems. Landlord reserves the right to discontinue or modify such communications and security systems or procedures without liability so long as Landlord shall continue to maintain communications or security systems comparable to those of Class A office buildings in Jersey City, New Jersey or, if there are no similar office buildings in Jersey City, New Jersey, similar office buildings in the City of New York.
19.3 Tenant hereby indemnifies Landlord and Master Landlord and their respective agents, employees, contractors, officers, directors, shareholders, partners, partners of such partners, and principals (disclosed or undisclosed) and their respective mortgagees, successors and assigns against all claims, liability or expense (including reasonable attorneys' fees and disbursements) to the extent incurred in connection with or arising from (a) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person claiming by, through or under Tenant, and/or (b) death, personal injury or property damage (subject to Sections 17.4 and 17.5) arising out of the negligent or wrongful acts or omissions of Tenant, or the contractors, agents, employees, invitees or licensees of Tenant in connection with the performance of any Alterations or any other work, labor, services or materials done for or supplied to Tenant, including, without limitation, the installation, maintenance (or failure to maintain) or removal of Tenant's Corridor Signs, (c) any negligent or wrongful acts or omissions of Tenant or others entrusted to employees any contractors, agents, employees, invitees or licensees of Landlord Tenant in or its agents nor for loss due to theft.
18.02. Tenant shall indemnify and hold harmless Landlord and all Superior Mortgagees and its and their respective partnersabout the Premises or the Building either prior to, directors, officers, principals, shareholders, agents and employees from and against during or after the expiration of the Term; and/or (d) any and all third-party claims notices of violation or mechanic's liens arising from or in connection with the performance of any event occurring as a result of Alterations or any condition created by the negligent other work, labor, services or wrongful acts of Tenant materials done for or its employees or contractors in or about the Premises during the term of this Lease or in connection with any other negligent or wrongful act or omission of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereonsupplied to Tenant, including, without limitation, the installation, maintenance (or failure to maintain) or removal of Tenant's Corridor Signs. Landlord shall give reasonable attorneys’ fees prior written notice to Tenant that Landlord is seeking to be indemnified by Tenant, and expensesLandlord will reasonably cooperate with Tenant in Tenant's efforts to indemnify Landlord. In case If any action action, suit or proceeding be arising from any of the foregoing is brought against Landlord and/or any Superior Mortgagee and/or its or their partnersLandlord, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Mortgagee, shall Tenant will resist and defend such action action, suit or proceeding (or cause the same to be resisted and defended by counsel designated by Tenant (which counsel shall be reasonably satisfactory to Landlord or such Superior Mortgagee Landlord). If and to the insurance company counsel shall extent that the foregoing provisions of this Section 19.3 may be deemed satisfactory)unenforceable for any reason, Tenant hereby agrees to make the maximum contribution to payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.
18.03. 19.4 Landlord shall indemnify hereby releases Tenant from any liability to Landlord on account of, and hereby agrees to indemnify, defend, and hold Tenant and its partnersagents, employees, contractors, officers, directors, officers, principals, shareholders, agents and employees partners, partners of such partners (disclosed or undisclosed) harmless from and against from, any and all third-party claims arising from loss, liability, claim, damage, expense (including reasonable attorneys' fees and disbursements), penalty or fine incurred in connection with any event or arising from personal injury, death, or property damage (subject to Sections 17.4 and 17.6) occurring as a result of or any condition created by the negligent or wrongful acts of Landlord or its employees or contractors in or about the Premises or Building during and proximately caused by the term negligence or willful misconduct of Landlord, its agents, contractors, employees, invitees or licensees.
19.5 When the claim is determined to have been caused by the joint negligence or willful misconduct of Landlord and Tenant or the indemnifying party and a third-party unrelated to the indemnifying party, except the indemnifying party's agents, employees, or invitees, the indemnifying party's duty to defend, indemnify, and hold the indemnified party harmless shall be in proportion to the indemnifying party's allocable share of the joint negligence or willful misconduct.
19.6 The indemnifying party shall pay to the indemnified party, within thirty (30) days after written demand therefor, sums equal to all losses and other liabilities referred to in Section 19.3 or 19.4, as applicable. The indemnifying party shall not be subject to, or liable for, any consequential damages whatsoever under this Article 19. The obligations of indemnifying party under this Article 19 shall survive the expiration or earlier termination of this Lease or in connection with any other negligent or wrongful act or omission of Landlord or its partners; directors, principals, shareholders, officers, agents, employees or contractors; together with all costs, expenses and liabilities incurred in or in connection with such claims including, without limitation, all attorneys’ fees and expenses. In case any action or proceeding be brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Tenant, the insurance company counsel shall be deemed satisfactoryLease.
Appears in 1 contract
Non Liability and Indemnification. 18.01. Section 17.1 Neither Landlord, any Superior Mortgagee, Landlord nor the Board of Managers nor any partneremployees, directorpartners, officermembers, principalmanagers, shareholdershareholders, agentofficers, servant directors, trustees, agents or employee contractors of Landlord or any Superior Mortgagee, the Board of Managers shall be liable to Tenant for any injury or damage caused by to Tenant or to any other tenants person or persons in, upon or about the Buildingfor any damage to, or caused loss (by operations in construction of theft or otherwise) of, any private, public or quasi-public work nor shall the foregoing parties be liable for damage to or loss of property of Tenant or others entrusted of any other person, irrespective of the cause of such injury, damage or loss, unless (in the case of Landlord) caused by or due to employees the breach of any Landlord’s obligations under this Lease or the negligence or other wrongful act or omission of Landlord or the Board of Managers, or any of its employees, partners, members, managers, shareholders, officers, directors, trustees, agents nor for loss due to theftor contractors.
18.02. Section 17.2 Tenant shall indemnify and hold save harmless Landlord and all Superior Mortgagees and its the Board of Managers and their respective employees, partners, members, managers, shareholders, officers, directors, officers, principals, shareholderstrustees, agents and employees contractors against and from and against (a) any and all third-party claims arising from (i) any default in the performance of any of Tenant’s obligations hereunder, (ii) Tenant’s use and occupancy of the Demised Premises and performance of the Twentieth Floor Work or in connection with (iii) any event occurring as a result of or any condition created by the negligent or wrongful acts of Tenant or its employees or contractors in or about the Premises during the term of this Lease or in connection with any other negligent or otherwise wrongful act or omission of Tenant or any of its subtenants sub-tenants or licensees or its or their employees, partners, directorsmembers, principalsmanagers, shareholders, officers, agentsdirectors, employees trustees, agents or contractors; together with contractors in and about the Building, and (b) all costs, expenses and liabilities (including penalties, fines and reasonable counsel fees) incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, reasonable attorneys’ fees and expensesexcept that no claim shall be made by reason of damage to the Demised Premises unless in connection with Section 13.1. In case any action or proceeding be is brought against Landlord and/or or the Board of Managers (or any Superior Mortgagee and/or its or of their employees, partners, members, managers, shareholders, officers, directors, officerstrustees, principals, shareholders, agents and/or employees or agents) by reason of any such claim, Tenant, upon notice from Landlord or such Superior Mortgageethe Board of Managers (as the case may be), shall resist and defend such action or proceeding (proceeding. The foregoing indemnity is given by counsel reasonably satisfactory Tenant in its capacity as tenant hereunder and not as a telecommunication service provider to Landlord the Building or such Superior Mortgagee and as an Owner or Occupant of the insurance company counsel shall be deemed satisfactory)Verizon Units.
18.03. Section 17.3 Landlord shall indemnify and hold save harmless Tenant and its employees, partners, members, managers, shareholders, officers, directors, officers, principals, shareholderstrustees, agents and employees harmless contractors against and from and against (a) any and all third-party claims arising from or in connection with any event occurring as a result (i) by reason of or resulting from any condition created default in the performance of any of the Landlord’s obligations hereunder, (ii) by the reason of any negligent or wrongful acts of Landlord or its employees or contractors in or about the Building during the term of this Lease or in connection with any other negligent or otherwise wrongful act or omission of Landlord or any of its employees, partners; directors, principalsmembers, managers, shareholders, officers, agentsdirectors, employees trustees, agents or contractors; together with , in and about the Building, and (b) all costs, expenses and liabilities (including penalties, fines and reasonable counsel fees) incurred in or in connection with each such claims including, without limitation, all attorneys’ fees and expensesclaim or any action or proceeding brought thereon. In case any action or proceeding be is brought against Tenant and/or its partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, LandlordLandlord shall, upon on notice from Tenant, shall resist and defend such action or proceeding proceeding.
Section 17.4 Whenever either party shall be obligated under the terms of this Lease to indemnify the other party, the indemnitor shall be entitled to defend the indemnitee by counsel chosen by the indemnitor who shall be reasonably satisfactory to Tenantthe indemnitee and the indemnitor or its counsel shall keep the indemnitee fully apprised at all times of the state of such defense. Counsel for the indemnitor’s insurer (or, if the indemnitor is New York University or its Affiliate, the insurance company counsel Office of Legal Counsel of New York University or, if the indemnitor is Verizon or its Affiliate, the Verizon Legal Department) shall be deemed satisfactorysatisfactory to the indemnitee. Neither party shall be liable for nor indemnify the other against consequential damages.
Section 17.5 The performance of the obligations of a party hereunder (other than financial obligations) shall be suspended to the extent it is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of Force Majeure, provided that it shall in each instance exercise reasonable diligence to effect performance when and as soon as possible. However, nothing contained in this Section shall be deemed to extend or otherwise modify or affect any of the time limits and conditions set forth in Articles 18 and 19.
Section 17.6 The provisions of this Article are intended to be cumulative to, and shall not be deemed to supersede, limit or modify any of the other provisions of this Lease.
Section 17.7 Except as otherwise provided herein, Tenant (in its capacity as “Tenant” hereunder) shall look only to Landlord’s estate in the Twentieth Floor Unit (or the proceeds thereof, including any mortgage thereof and the rents, profits, and casualty, condemnation or other proceeds derived therefrom) for the satisfaction of Tenant’s remedies requiring the payment of money by Landlord in the event of any default by Landlord hereunder, and no other property or assets of Landlord shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenaxx’x remedies under or with respect to this Lease, the relationship of Landlord and Tenant hereunder or Tenaxx’x use and occupancy of the Demised Premises. Nothing contained in this Section shall be deemed to alter or limit any of Landlord’s obligations hereunder.
Appears in 1 contract
Samples: Contract of Sale
