Common use of NON-LIABILITY/INDEMNIFICATION Clause in Contracts

NON-LIABILITY/INDEMNIFICATION. (a) No partner, member, director, officer, agent, servant or employee of Landlord shall be liable to Tenant for any loss, injury, damage, except to the extent the same are caused by or result from the negligence of Landlord, its agents, partners, members, directors, officers, agents, servants or employees. Further, neither Landlord nor Tenant, nor any respective partner, member, director, officer, agent, servant or employee of Landlord or Tenant shall be liable (a) for any damage caused by other tenants or persons in, upon or about the Building or caused by the operations in construction of any private, public or quasi-public work; or (b) even if negligent, for consequential damages in any action relating to this Lease. (b) Except as otherwise provided for in this Lease, including, the provisions of Sections 9(h)(i), 9(h)(iii) and 37 (a) hereof, Tenant shall indemnify and hold harmless Landlord and all 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, agents and employees from and against any and all 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 business therein, or any work or thing whatsoever done (other than by Landlord, its agents, servants or employees), or any condition created in the Premises during the Term 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 act, omission or negligence of Tenant or any of its sublessees or licensees or its or their partners, members, directors, officers, agents, employees or contractors; (c) any accident, injury or damage whatsoever (except to the extent caused by the negligence of Landlord, its agents, servants 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 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, costs and expenses. In case any action or proceeding shall be brought against Landlord and/or any such lessor or mortgagee and/or its or their partners, directors, officers, agents and/or employees by reason of such claim, Tenant, upon notice from Landlord or such lessor or mortgagee (as the case may be), shall resist and defend such action or proceeding (by Tenant's counsel, Kramxx Xxxix, Xxftalis & Franxxx xx Tenant's assigned insurance counsel).

NON-LIABILITY/INDEMNIFICATION. (a) No partner, member, director, officer, agent, servant or employee of Landlord Lessor shall not be liable to Tenant for any injury to Lessees, Lessees' invitees, agents or employees, or any other person on or about the leased premises. Lessor shall not be liable for loss, injurytheft, damage, except to the extent the same are caused by destruction, or result from the negligence disappearance of Landlordany personal property, its agents, partners, members, directors, officers, agents, servants intangibles or employees. Further, neither Landlord nor Tenant, nor any respective partner, member, director, officer, agent, servant or employee of Landlord or Tenant shall be liable (a) for any damage caused by other tenants or persons in, upon documents occurring on or about the Building leased premises, or caused by at or behind the operations Front Desk of the Executive Suites, in construction the Back Office of the Executive Suites, or in the interior or exterior common areas of the Executive Suites or of the building in which the premises are situated from any privatecause, public casualty or quasi-public work; or (b) even if negligentoccurrence whatsoever. Lessor shall have no liability to Lessees, and Lessees shall have no right of offset against Lessor, for any temporary, intermittent or occasional failure, error, lapse, omission or interruption of in the provision of utilities, phone service, Front Desk service, building or common area services, equipment or mechanicals, mail or package service, restroom services, kitchen services, meeting room services, Resident Agent service, or any other services or benefits generally afforded by or on behalf of Lessor to Lessees. Lessor shall not be liable, under any circumstances, for any business interruption losses or damages, loss of business income or profits, or consequential damages in damages, from any action relating cause, casualty or occurrence whatsoever. Lessees agree to this Lease. (b) Except as otherwise provided for in this Leaseindemnify, including, the provisions of Sections 9(h)(i), 9(h)(iii) and 37 (a) hereof, Tenant shall indemnify defend and hold harmless Landlord and all lessors under underlying leasesLessor from any rights, ofclaims, and mortgagees under mortgages affecting, the Land demands or causes of action alleging damage to person and/or the Building and its and their respective partners, members, directors, officers, agents and employees from and against any and all 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 permissionproperty, or the conduct alleging pecuniary, economic or management of the Premises intangible loss, damage or of any business thereinharm, or any work or thing whatsoever done (other than asserted by LandlordLessees, its agents, servants or employees), or any condition created in the Premises during the Term 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 act, omission or negligence of Tenant or any of its sublessees or licensees or its or their partners, members, directors, officers, agentsLessees' invitees, employees or contractors; (c) agents, arising out of or in any accident, injury or damage whatsoever (except way related to the extent caused by the negligence leased premises or Building, including costs of Landlordinvestigation, its agentsdefense, servants or employees) occurring insettlement, 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 reasonable litigation, costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including without limitation, all reasonable court costs and/or attorneys' fees, costs and expenses. In case any action or proceeding shall be brought against Landlord and/or fees arising out of the assertion of any such lessor rights, claims, demands or mortgagee and/or its or their partnerscauses of action. Upon demand, directors, officers, agents and/or employees by reason Lessees shall furnish Lessor with written proof satisfactory to Lessor of such claim, Tenant, upon notice from Landlord or such lessor or mortgagee (as the case may be), shall resist and defend such action or proceeding (by Tenant's counsel, Kramxx Xxxix, Xxftalis & Franxxx xx Tenant's assigned insurance counsel)Lessees' ability to indemnify Lessor hereunder. Lessees waive any rights of subrogation against Lessor.

NON-LIABILITY/INDEMNIFICATION. (a) No 36.1 Neither Landlord nor any partner, member, director, officer, agent, servant or employee of Landlord shall be liable to Tenant for any loss, injury, damagedamage or loss, except to the extent the same are caused by or result from the negligence of Landlord, its agents, partners, members, directors, officers, agents, servants or employeesemployees in the operation or maintenance of the Premises or the Building. Further, neither Landlord nor Tenant, nor any respective partner, member, director, officer, agent, servant or employee of Landlord or Tenant landlord shall be liable (a) for any such damage caused by other tenants or persons in, upon or about the Building or caused by the operations in construction of any private, public or quasi-public work; or (b) even if negligent, for consequential damages in arising out of any action relating to this Leaseloss of use of the Premises or any equipment or facilities therein by Tenant or any person claiming through or under Tenant. (b) Except as otherwise provided for in this Lease, including, the provisions of Sections 9(h)(i), 9(h)(iii) and 37 (a) hereof, 36.2 Tenant shall indemnify and hold harmless Landlord and all 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, agents and employees from and against any and all 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 business therein, or any work or thing whatsoever done done, or any condition created (other than by Landlord, its agents, servants or employees), ) in or any condition created in about the Premises during the Term of this Lease or 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 act, omission or negligence of Tenant or any of its sublessees or licensees or its or their partners, members, directors, officers, agents, employees or contractors; (c) any accident, injury or damage whatsoever (except to the extent caused by the negligence of Landlord, its agents, servants or employees) occurring in, at or upon the PremisesPremises or in the Building, including the roof of the Building; and (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant's obligations under this Lease but only to the extent set forth in Article 17 of this Lease. Tenant's indemnity shall include the payment to Landlord of all reasonable costs, and 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, costs and expenses. In case any action or proceeding shall be brought against Landlord and/or any such lessor or mortgagee and/or its or their partners, directors, officers, agents and/or employees by reason of such claim, Tenant, upon written notice from Landlord or such lessor or mortgagee (as the case may be), shall resist and defend such action or proceeding (by Tenant's counsel, Kramxx Xxxix, Xxftalis & Franxxx xx Tenant's assigned insurance counselcounsel reasonably satisfactory to Landlord).

NON-LIABILITY/INDEMNIFICATION. (a) No partner, member, director, officer, agent, servant 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant, its employees, agents, contractors and licensees, and Tenant shall hold Landlord harmless from any injury or damage to Tenant or to any other persons 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 loss, injury, damage, except to the extent the same are unless caused by or result from due to the gross negligence of Landlord, its agentsagents or employees without contributory negligence on the part of Tenant. Landlord shall not be liable in any event for loss of, partnersdamage to, members, directors, officers, agents, servants any property entrusted to any of Landlord's employees or employees. Further, neither Landlord nor Tenant, nor any respective partner, member, director, officer, agent, servant or employee of Landlord or agents by Tenant without Landlord's specific written consent. 21.02 Tenant shall be liable (a) for any damage caused by other tenants or persons indefend, upon or about the Building or caused by the operations in construction of any private, public or quasi-public work; or (b) even if negligent, for consequential damages in any action relating to this Lease. (b) Except as otherwise provided for in this Lease, including, the provisions of Sections 9(h)(i), 9(h)(iii) and 37 (a) hereof, Tenant shall indemnify and hold save harmless Landlord and all 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, agents agent and employees against and from all liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including reasonable experts' 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 claims arising from or in connection with (a) the use or occupation of the Premises by Tenant or anyone in following occurring during the Premises with Tenant's permissionTerm, or the conduct or management of the Premises or of during any business therein, or any work or thing whatsoever done (other than by Landlord, its agents, servants or employees), or any condition created in the Premises during the Term or during the period of time, if any, time prior to the Commencement Date, Date that Tenant may have been given access to or possession of all or any part of the Demised Premises: (a) any work or thing done in on or about the Demised Premises or any part thereof by or at the instance of Tenant, its agents, contractors, subcontractors, servants, employees, licensees or invitees; (b) any act, negligence or otherwise wrongful act or omission or negligence on the part of Tenant or any of its sublessees or licensees or its or their partners, members, directors, officers, agents, employees contractors, subcontractors, servants, employees, subtenants, licensees, or contractorsinvitees; (c) any accident, injury or damage whatsoever (except to any person or property occurring in on or about the extent caused by the negligence of LandlordDemised Premises or any part thereof, its agentsor vault, servants passageway or employees) occurring in, at or upon the Premisesspace adjacent thereto; and (d) any breach failure on the part of Tenant to perform or default by Tenant comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in the full and prompt payment and performance of Tenant's obligations under this Lease. Tenant's indemnity shall include the payment Lease on its part to Landlord of all reasonable costs, expenses and liabilities incurred in be performed or in connection with each such claim or action or proceeding brought thereon, including without limitation, all reasonable attorneys' fees, costs and expensescomplied with. In case any action or proceeding shall be is brought against Landlord and/or any such lessor or mortgagee and/or its or their partners, directors, officers, 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 lessor or mortgagee (as the case may be), shall resist and defend such action or proceeding by counsel approved by Landlord in writing, which approval Landlord shall not unreasonab]y 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 appraised at all times of the status of such defense. Legal counsel of the insurer for either party is hereby deemed satisfactory to both parties. 21.04 Except as otherwise expressly provided herein, this Lease and the obligations of Tenant to pay rent hereunder and perform all of the other covenants, agreements, terms, provisions and conditions hereunder on the part of Tenant to be performed shall in no wise be affected, 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 Tenant's counselreason of any Unavoidable Delays, Kramxx Xxxixas defined in Section 3.02 hereof; provided that Landlord shall in each instance exercise reasonable diligence to effect performance when and as soon as possible. However, Xxftalis & Franxxx xx Tenant's assigned insurance counsel)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 Section 22.03.

NON-LIABILITY/INDEMNIFICATION. (a) No partner, member, director, officer, agent, servant 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant, its employees, agents, contractors and licensees, and Tenant shall hold Landlord harmless from any injury or damage to Tenant or to any other persons for any lossdamage 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, damagedamage or loss, except to the extent the same are caused by or result from due to the gross negligence of Landlord, its agentsagents or employees without contributory negligence on the part of Tenant. Landlord shall not be liable in any event for loss of, partnersdamage to, members, directors, officers, agents, servants any property entrusted to any of Landlord's employees or employees. Further, neither Landlord nor Tenant, nor any respective partner, member, director, officer, agent, servant or employee of Landlord or agents by Tenant without Landlord's specific written consent. 21.02 Tenant shall be liable (a) for any damage caused by other tenants or persons indefend, upon or about the Building or caused by the operations in construction of any private, public or quasi-public work; or (b) even if negligent, for consequential damages in any action relating to this Lease. (b) Except as otherwise provided for in this Lease, including, the provisions of Sections 9(h)(i), 9(h)(iii) and 37 (a) hereof, Tenant shall indemnify and hold save harmless Landlord and all 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, agents agent and employees against and from all liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including reasonable experts' 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 claims arising from or in connection with (a) the use or occupation of the Premises by Tenant or anyone in following occurring during the Premises with Tenant's permissionTerm, or the conduct or management of the Premises or of during any business therein, or any work or thing whatsoever done (other than by Landlord, its agents, servants or employees), or any condition created in the Premises during the Term or during the period of time, if any, time prior to the Commencement Date, Date that Tenant may have been given access to or possession of all or any part of the Demised Premises: (a) any work or thing done in on or about the Demised Premises or any part thereof by or at the instance of Tenant, its agents, contractors, subcontractors, servants, employees, licensees or invitees; (b) any act, negligence or otherwise wrongful act or omission or negligence on the part of Tenant or any of its sublessees or licensees or its or their partners, members, directors, officers, agents, employees contractors, subcontractors, servants, employees, subtenants, licensees, or contractorsinvitees; (c) any accident, injury or damage whatsoever to any person or property occurring in on or about the Demised Premises 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 complied with; and (e) any accident, injury or damage to any person or property arising out of the installation, operation or maintenance of the Tenant's emergency stand-by generator and related items and Tenant's antennae and air cooling equipment, except to the extent if such is caused by the negligence of Landlord's agents, its agentscontractors, subcontractors, servants or employees) occurring in, at or upon the Premises; licensees 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 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, costs and expensesinvitees. In case any action or proceeding shall be is brought against Landlord and/or any such lessor or mortgagee and/or its or their partners, directors, officers, 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 lessor or mortgagee (as the case may be), shall resist and defend such action or proceeding by Counsel 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 appraised at all times of the status of such defense. Legal counsel of the insurer for either party is hereby deemed satisfactory to both parties. 21.04 Except as otherwise expressly provided herein, this Lease and the obligations of Tenant to pay rent hereunder and perform all of the other covenants, agreements, terms, provisions and conditions hereunder on the part of Tenant to be performed shall in no wise be affected, 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 Tenant's counselreason of any Unavoidable Delays, Kramxx Xxxixas defined in Section 3.02 hereof; provided that Landlord shall in each instance exercise reasonable diligence to effect performance when and as soon as possible. However, Xxftalis & Franxxx xx Tenant's assigned insurance counsel)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 Section 22.03.

NON-LIABILITY/INDEMNIFICATION. (a) No partner, member, director, officer, agent, servant 20.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any lossinjury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage, or loss, except to the extent the same are caused by or result from of the negligence or willful misconduct of Landlord, Landlord or its agents, partnerscontractors, members, directors, officers, agents, servants employees or employees. Further, neither Landlord nor Tenant, nor any respective partner, member, director, officer, agent, servant or employee of Landlord or Tenant shall be liable (a) for any damage caused by other tenants or persons in, upon or about representatives. 20.02 Except to the Building extent due to or caused by the operations in construction negligence or any willful misconduct of any privateLandlord or its agents, public contractors, employees or quasi-public work; representatives, 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) payable to third parties which may be imposed upon or (b) even if negligent, for consequential damages in any action relating to this Lease. (b) Except as otherwise provided for in this Lease, including, the provisions asserted against Landlord by reason of Sections 9(h)(i), 9(h)(iii) and 37 (a) hereof, Tenant shall indemnify and hold harmless Landlord and all 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, agents and employees from and against any and all 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 business therein, or any Any work or thing whatsoever done (other than by Landlordin, its agents, servants on or employees), about the Demised Premises or any condition created in the Premises during the Term part thereof by or during the period on behalf of time, if any, prior to the Commencement Date, that Tenant may have been given access to the PremisesTenant; (b) Any use, occupation, condition, operation of the Demised Premises or any act, part thereof; (c) Any act or omission or negligence on the part of Tenant or any of its sublessees subtenant or licensees any employees, licenses or its invitees within the Building, or their partnersupon the Land, membersor in, directorson or about any street, officersalley, agentssidewalk, employees curb, vault, passageway or contractorsspace adjacent thereto; (cd) any Any accident, injury (including death) or damage whatsoever (to any third party or property owned by someone other than Tenant and not under the care, custody or control of Tenant occurring in, on or about the Demised Premises or any part thereof, the Building, or upon the Land, except to the extent caused by the negligence of Landlord, its agents, servants agents or employees) occurring in, at or upon the Premises; and (de) Any failure on the part of Tenant to perform or comply with any breach of the covenants, agreements, terms or default by Tenant conditions contained in the full and prompt payment and performance of Tenant's obligations under this Lease. Tenant's ’s indemnity shall include the payment to Landlord of all reasonable and hold harmless obligations hereunder include, but are not limited to, any costs, fees or expenses incurred by Landlord (including reasonable attorneys’ fees) in defending against third party claims or in asserting claims against Tenant for breach of any provision of this Lease. The provisions of this Section 20.02 shall survive the expiration or earlier termination of this Lease. 20.03 Except as otherwise expressly provided in this Lease, this Lease and liabilities incurred the obligations of Tenant hereunder shall be in no way affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with each such claim a national or action other public emergency or proceeding brought thereonshortages of fuel supplies or labor resulting therefrom, including without limitationor other like cause beyond Landlord’s reasonable control. 20.04 Except to the extent due to or caused by the negligence or any willful misconduct of Tenant or its agents, contractors, employees or representatives, Landlord shall indemnify, defend and save Tenant harmless against and from all reasonable attorneys' liabilities, claims, suits, fines, penalties, damages, losses, fees, costs and expenses. In case any action expenses (including reasonable attorneys’ fees) payable to third parties which may be imposed upon or proceeding shall be brought asserted against Landlord and/or any such lessor or mortgagee and/or its or their partners, directors, officers, agents and/or employees by reason of such claim(a) Any work or thing done in, Tenant, upon notice from on or about the Demised Premises or any part thereof by or on behalf of Landlord; (b) Any act or omission on the part of Landlord or such lessor any employees, licenses or mortgagee invitees thereof within the Building, or upon the Land, or in, on or about any street, alley, sidewalk, curb, vault, passageway or space adjacent thereto; and (as c) Any failure on the case may be)part of Landlord to perform or comply with any of the covenants, agreements, terms or conditions contained in this Lease. Landlord’s indemnity and hold harmless obligations hereunder include, but are not limited to, any costs, fees or expenses incurred by Tenant (including reasonable attorneys’ fees) in defending against third party claims or in asserting claims against Landlord for breach of any provision of this Lease. The provisions of this Section 20.04 shall resist and defend such action survive the expiration or proceeding (by Tenant's counsel, Kramxx Xxxix, Xxftalis & Franxxx xx Tenant's assigned insurance counsel)earlier termination of this Lease.

NON-LIABILITY/INDEMNIFICATION. Section 30.01. Neither Landlord nor Landlord's agents, officers, directors, shareholders, partners, trustees or principals (a) No partnerdisclosed or undisclosed), membernor the City, directorany other Superior Lessor, officerEDC, agent, servant UDC or employee of Landlord any Superior Mortgagee shall be liable to Tenant for or Tenant's agents, employees, contractors, invitees, customers, concessionaires or licensees or any other occupant of the Demised Premises, and Tenant shall indemnify Landlord and hold Landlord harmless from and against any liabilities in connection with or arising from any injury to Tenant or to any other Persons or any damage to, or loss (by theft or otherwise) of, any of Tenant's Property or the property of any other Person, irrespective of the cause of such injury, damage or loss, injury, damage, except unless due to the gross negligence or wilful misconduct of Landlord or Landlord's agents without contributory negligence on the part of Tenant, or its employees, agents, contractors, invitees, customers, concessionaires, licensees or other occupants of the Building. Tenant waives, to the full extent the same are caused permitted by or result from law, any right it might otherwise have to claim consequential damages in connection with 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, its agents, partners, members, directors, officers, agents, servants or employees. Further, and neither Landlord nor TenantLandlord's agents shall be liable for any loss or damage to any such property by theft or otherwise. Section 30.02. Neither (a) performance by Landlord, nor Tenant or others of any respective partnerrepairs or improvements to the Demised Premises, member, director, officer, agent, servant or employee (b) failure of Landlord or Tenant shall be liable others to make any such repairs or improvements, (ac) for damage to equipment, the Demised Premises or Tenant's Property, (d) any damage injury to any Persons caused by other tenants Persons in the Building, or persons in, upon or about the Building or caused by the operations in the construction of any private, public or quasi-public work; , or by any other cause, (be) even if negligentlatent defect in the Building or Building Equipment, for consequential damages nor (f) injury to or interruption of Tenant's business or operations by reason of any of the events or occurrences referred to in any action relating to this Lease. (b) Except as otherwise provided for in this Lease, including, the provisions of Sections 9(h)(i), 9(h)(iii) and 37 foregoing subdivisions (a) hereof, through (f) shall impose any liability on Landlord to Tenant. Section 30.03. Tenant shall indemnify and hold harmless hereby indemnifies Landlord and all 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, agents and employees from and against any and all claims arising from or in connection with or arising from (a) any default by Tenant in the performance of any of the terms of this Lease on Tenant's part to be performed, (b) the use or occupation occupancy or manner of use or occupancy of the Demised Premises by Tenant or anyone in any Person claiming under Tenant, (c) any Alterations or improvements made to the Demised Premises with Tenant's permission, or the conduct or management of the Premises or of any business therein, or any work or thing whatsoever done (other than by Landlord, its agents, servants or employees), Tenant or any condition created in the Premises during the Term or during the period of timeother Person, if any, prior to the Commencement Date, that Tenant may have been given access to the Premises; (bd) any actacts, omission omissions or negligence of Tenant or any of its sublessees Person (other than Landlord or Landlord's agents) claiming under Tenant, or the contractors, agents, employees, invitees or licensees of Tenant or any such Person, in or about the Demised Premises, the Building or the Premises either prior to, during or after the expiration of the Term of this lease, or (e) the use of the Building lobby or corridors for ingress and egress to and from the Demised Premises by Tenant, or the contractors, agents, employees, invitees or licensees of Tenant, whether or not in violation of the provisions of this Lease or (f) any failure by Tenant or its agents, contractors, employees or their partnerslicensees to comply with any Environmental Legal Requirement or Legal Requirement. Section 30.04. Tenant shall pay to Landlord as Additional Rent, memberswithin five (5) days following rendition by Landlord to Tenant of bills or statements therefor, sums equal to all losses, costs, liabilities, claims, damages, fines, penalties and expenses referred to in this Article 30, together with interest at the Default Interest Rate. Section 30.05. To the extent that any liability is imposed upon Landlord as a matter of law, Tenant shall look solely to Landlord's estate and interest in the Building for the satisfaction of any right of Tenant for the collection of a judgment or other judicial process or arbitration award requiring the payment of money by Landlord and no other property or assets of Landlord, Landlord's agents, officers, directors, officerspartners, agentsjoint venturers, employees trustees or contractors; principals (cdisclosed or undisclosed) any accidentor affiliates shall be subject to xxxx, injury xxxx execution, attachment or damage whatsoever (except to other enforcement procedure for the extent caused by the negligence of Landlord, its agents, servants 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 satisfaction of Tenant's obligations rights and remedies under or with respect to this Lease. , the relationship of Landlord and Tenant hereunder or under law, or Tenant's indemnity shall include use and occupancy of the payment Demised Premises or any other liability of Landlord to Landlord of 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, costs and expenses. In case any action or proceeding shall be brought against Landlord and/or any such lessor or mortgagee and/or its or their partners, directors, officers, agents and/or employees by reason of such claim, Tenant, upon notice from Landlord or such lessor or mortgagee (as the case may be), shall resist and defend such action or proceeding (by Tenant's counsel, Kramxx Xxxix, Xxftalis & Franxxx xx Tenant's assigned insurance counsel).

NON-LIABILITY/INDEMNIFICATION. (a) No partner, member, director, officer, agent, servant 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant, its employees, agents, contractors and licensees, and Tenant shall hold Landlord harmless from any injury or damage to Tenant or to any other persons 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 loss, injury, damage, except to the extent the same are unless caused by or result from due to the gross negligence of Landlord, its agentsagents or employees without contributory negligence on the part of Tenant. Landlord shall not be liable in any event for loss of, partnersdamage to, members, directors, officers, agents, servants any property entrusted to any of Landlord’s employees or employees. Further, neither Landlord nor Tenant, nor any respective partner, member, director, officer, agent, servant or employee of Landlord or agents by Tenant without Landlord’s specific written consent. 21.02 Tenant shall be liable (a) for any damage caused by other tenants or persons indefend, upon or about the Building or caused by the operations in construction of any private, public or quasi-public work; or (b) even if negligent, for consequential damages in any action relating to this Lease. (b) Except as otherwise provided for in this Lease, including, the provisions of Sections 9(h)(i), 9(h)(iii) and 37 (a) hereof, Tenant shall indemnify and hold save harmless Landlord and all 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, agents agent and employees against and from all liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including reasonable experts’ 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 claims arising from or in connection with (a) the use or occupation of the Premises by Tenant or anyone in following occurring during the Premises with Tenant's permissionTerm, or the conduct or management of the Premises or of during any business therein, or any work or thing whatsoever done (other than by Landlord, its agents, servants or employees), or any condition created in the Premises during the Term or during the period of time, if any, time prior to the Commencement Date, Date that Tenant may have been given access to or possession of all or any part of the Demised Premises: (a) any work or thing done in on or about the Demised Premises or any part thereof by or at the instance of Tenant, its agents, contractors, subcontractors, servants, employees, licensees or invitees; (b) any act, negligence or otherwise wrongful act or omission or negligence on the part of Tenant or any of its sublessees or licensees or its or their partners, members, directors, officers, agents, employees contractors, subcontractors, servants, employees, subtenants, licensees, or contractorsinvitees; (c) any accident, injury or damage whatsoever (except to any person or property occurring in on or about the extent caused by the negligence of LandlordDemised Premises or any part thereof, its agentsor vault, servants passageway or employees) occurring in, at or upon the Premisesspace adjacent thereto; and (d) any breach failure on the part of Tenant to perform or default by Tenant comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in the full and prompt payment and performance of Tenant's obligations under this Lease. Tenant's indemnity shall include the payment Lease on its part to Landlord of all reasonable costs, expenses and liabilities incurred in be performed or in connection with each such claim or action or proceeding brought thereon, including without limitation, all reasonable attorneys' fees, costs and expensescomplied with. In case any action or proceeding shall be is brought against Landlord and/or any such lessor or mortgagee and/or its or their partners, directors, officers, 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 lessor or mortgagee (as the case may be), shall resist and defend such action or proceeding by counsel 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 appraised at all times of the status of such defense. Legal counsel of the insurer for either party is hereby deemed satisfactory to both parties. 21.04 Except as otherwise expressly provided herein, this Lease and the obligations of Tenant to pay rent hereunder and perform all of the other covenants, agreements, terms, provisions and conditions hereunder on the part of Tenant to be performed shall in no wise be affected, 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 Tenant's counselreason of any Unavoidable Delays, Kramxx Xxxixas defined herein; provided that Landlord shall in each instance exercise reasonable diligence to effect performance when and as soon as possible. However, Xxftalis & Franxxx xx Tenant's assigned insurance counsel)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 Section 22.03.

NON-LIABILITY/INDEMNIFICATION. (a) No partner, member, director, officer, agent, servant 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant, its employees, agents, contractors and licensees, and Tenant shall hold Landlord harmless from any injury or damage to Tenant or to any other persons 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 loss, injury, damage, except to the extent the same are unless caused by or result from due to the gross negligence of Landlord, its agentsagents or employees without contributory negligence on the part of Tenant. Landlord shall not be liable in any event for loss of, partnersdamage to, members, directors, officers, agents, servants any property entrusted to any of Landlord's employees or employees. Further, neither Landlord nor Tenant, nor any respective partner, member, director, officer, agent, servant or employee of Landlord or agents by Tenant without Landlord's specific written consent. 21.02 Tenant shall be liable (a) for any damage caused by other tenants or persons indefend, upon or about the Building or caused by the operations in construction of any private, public or quasi-public work; or (b) even if negligent, for consequential damages in any action relating to this Lease. (b) Except as otherwise provided for in this Lease, including, the provisions of Sections 9(h)(i), 9(h)(iii) and 37 (a) hereof, Tenant shall indemnify and hold save harmless Landlord and all 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, agents agent and employees against and from all liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including reasonable experts' 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 claims arising from or in connection with (a) the use or occupation of the Premises by Tenant or anyone in following occurring during the Premises with Tenant's permissionTerm, or the conduct or management of the Premises or of during any business therein, or any work or thing whatsoever done (other than by Landlord, its agents, servants or employees), or any condition created in the Premises during the Term or during the period of time, if any, time prior to the Commencement Date, Date that Tenant may have been given access to or possession of all or any part of the Demised Premises: (a) any work or thing done in on or about the Demised Premises or any part thereof by or at the instance of Tenant, its agents, contractors, subcontractors, servants, employees, licensees or invitees; (b) any act, negligence or otherwise wrongful act or omission or negligence on the part of Tenant or any of its sublessees or licensees or its or their partners, members, directors, officers, agents, employees contractors, subcontractors, servants, employees, subtenants, licensees, or contractorsinvitees; (c) any accident, injury or damage whatsoever (except to any person or property occurring in on or about the extent caused by the negligence of LandlordDemised Premises or any part thereof, its agentsor vault, servants passageway or employees) occurring in, at or upon the Premisesspace adjacent thereto; and (d) any breach failure on the part of Tenant to perform or default by Tenant comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in the full and prompt payment and performance of Tenant's obligations under this Lease. Tenant's indemnity shall include the payment Lease on its part to Landlord of all reasonable costs, expenses and liabilities incurred in be performed or in connection with each such claim or action or proceeding brought thereon, including without limitation, all reasonable attorneys' fees, costs and expensescomplied with. In case any action or proceeding shall be is brought against Landlord and/or any such lessor or mortgagee and/or its or their partners, directors, officers, 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 lessor or mortgagee (as the case may be), shall resist and defend such action or proceeding by Counsel 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 appraised at all times of the status of such defense. Legal counsel of the insurer for either party is hereby deemed satisfactory to both parties. 21.04 Except as otherwise expressly provided herein, this Lease and the obligations of Tenant to pay rent hereunder and perform all of the other covenants, agreements, terms, provisions and conditions hereunder on the part of Tenant to be performed shall in no wise be affected, 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 Tenant's counselreason of any Unavoidable Delays, Kramxx Xxxixas defined in Section 3.02 hereof; provided that Landlord shall in each instance exercise reasonable diligence to effect performance when and as soon as possible. However, Xxftalis & Franxxx xx Tenant's assigned insurance counsel)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 Section 22.03.

NON-LIABILITY/INDEMNIFICATION. (a) No partner, member, director, officer, agent, servant or employee of Section 11.01. Neither Landlord nor Landlord's agents shall be liable for: (i) any damage to property of Tenant for any loss, injury, damage, except or of others entrusted to the extent the same are caused by or result from the negligence of Landlord, its agents, partners, members, directors, officers, agents, servants or employees. Further, neither Landlord nor Tenant, nor any respective partner, member, director, officer, agent, servant or employee employees of Landlord or to Landlord's agents, nor for the loss or damage to any property of Tenant shall be liable or of Persons Within Tenant's Control by theft or otherwise; (aii) for 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, unless caused by the negligent act of Landlord or Persons Within Landlord's Control; (iii) any such damage caused by other tenants or persons in, upon or about in the Building or caused by the operations in construction of any private, public or quasi-public work; or (biv) even if negligent, for consequential damages any latent defect in any action relating to this Leasethe Demised Premises or in the Building. (b) Except as otherwise provided Section 11.02. If at any time any windows of the Demised Premises shall be temporarily or permanently closed, darkened or covered for in this Leaseany reason whatsoever, includingexcluding the wrongful acts of Landlord, the provisions of Sections 9(h)(i)Landlord shall not be liable for any damage Tenant may sustain thereby, 9(h)(iii) and 37 (a) hereof, Tenant shall indemnify not be entitled to any compensation therefor nor abatement of rent, nor shall the same release Tenant from Tenant's obligations hereunder or constitute an eviction. Section 11.03. Tenant agrees, irrespective of whether Tenant shall have been negligent in connection therewith, to indemnify, protect, defend and hold harmless save harmless, Landlord and all lessors under underlying leases, of, and mortgagees under mortgages affecting, the Land and/or the Building and its and their respective Landlord's partners, membersofficers, directors, officerscontractors, agents and employees from and against any and all claims liability (statutory or otherwise), claims, suits, demands, damages (excluding consequential damages), judgments, costs, fines, penalties, interest and expenses (including reasonable counsel and other professional fees and disbursements incurred in any action or proceeding), to which Landlord and/or any such partner, officer, director, contractor, agent or employee may be subject or suffer arising from from, or in connection with with: (ai) any 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 in the Demised Premises, or (ii) the use or occupation and occupancy of the Premises by Tenant or anyone in the Premises with Tenant's permissionDemised Premises, or the conduct or management of the Premises or of from any business thereinwork, or any work installation or thing whatsoever done or omitted by Tenant (other than by Landlord or Persons Within Landlord, its agents, servants 's Control) in or employees), or any condition created in about the Demised Premises during the Term or and during the period of time, if any, prior to the Commencement Date, Date that Tenant may have been given access to the Demised Premises; , or (biii) any act, omission or negligence of Tenant or any of its sublessees or licensees or its or their partners, members, directors, officers, agents, employees or contractors; (c) any accident, injury or damage whatsoever (except to the extent caused by the negligence of Landlord, its agents, servants 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. , or (iv) any act, omission, carelessness, negligence or misconduct of Tenant or of Persons Within Tenant's indemnity Control; provided, however, that if such liability, claims, suits, demands, damages, judgments, costs, fines, penalties, interest and expenses are caused by the gross negligence or willful misconduct of Landlord or any other person indemnified pursuant to this Section 11.03, Tenant shall include the payment not be required to indemnify, protect, defend and save harmless Landlord and Landlord's partners, officers, directors, contractors, agents and employees as set forth in this Section 11.03. Section 11.04. Tenant shall reimburse and compensate Landlord, as additional rent within thirty (30) days after rendition of a statement, together with back-up documentation, for all reasonable actual out-of- pocket expenditures, costs, expenses fees, expenses, judgments, penalties, damages and liabilities fines sustained or incurred in or by Landlord (including reasonable counsel and other professional fees and disbursements incurred in connection with each such claim or any action or proceeding brought thereonproceeding) in connection with any matter set forth in this Article 11, including without limitationor non-performance or non-compliance with or breach or failure by Tenant to observe any term, all reasonable attorneys' feescovenant, costs and expensesagreement, provision or condition of this Lease, or breach of any warranty or representation by Tenant made in this Lease. In case If, in any action or proceeding shall be brought against naming both Landlord and/or any such lessor or mortgagee and/or its or their partners, directors, officers, agents and/or employees by reason of such claim, and Tenant, upon notice from liability arising out of the negligence of Tenant is established, Tenant shall (i) indemnify Landlord or such in accordance with the provisions of this Article 11 and (ii) waive any right of contribution against Landlord. Reference in this Article 11 to Landlord shall for all purposes be deemed to include the lessor or mortgagee (as the case may be), shall resist of any Underlying Lease and defend such action or proceeding (by Tenant's counsel, Kramxx Xxxix, Xxftalis & Franxxx xx Tenant's assigned insurance counsel)each Mortgagee.