Nonliability and Indemnification. (a) None of Landlord, any Superior Lessor, any Superior Mortgagee or any direct or indirect member, partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (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; provided, that, except to the extent of the release of liability and waiver of subrogation provided in Section 7.03, the foregoing shall not be deemed to relieve Landlord of any liability to the extent resulting from the gross negligence or willful misconduct of Landlord, its agents, servants or employees in the operation or maintenance of the Demised Premises; (ii) any loss, injury or damage described in clause (i) above caused by other tenants or persons in, upon or about the Demised Premises, or caused by operations in construction of any private, public or quasi-public work; or (iii) even if negligent, consequential damages arising out of any loss of use of the Demised Premises or any equipment, facilities or other Tenant’s Property therein or otherwise. (b) Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior Mortgagees and each of their respective direct and indirect members, partners, directors, officers, shareholders, principals, agents and employees (each, an “Indemnified Party”), from and against any and all claims arising from or in connection with: (i) the conduct or management of the Demised Premises or of any business therein, or any work or thing done, or any condition created, in or about the Demised Premises; (ii) any act, omission or negligence of Tenant or any person claiming through or under Tenant or any of their respective direct or indirect members, partners, shareholders, directors, officers, agents, employees or contractors; (iii) any accident, injury or damage occurring in, at or upon the Demised Premises; (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; together with all costs, expenses and liabilities incurred in connection with each such claim or action or proceeding brought thereon, including, without limitation, all attorneys’ fees and disbursements; provided, that the foregoing indemnity shall not apply to the extent such claim results from the gross negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 applies) or willful misconduct of the Indemnified Party. If any action or proceeding is brought against any Indemnified Party by reason of any such claim, Tenant, upon notice from such Indemnified Party shall resist and defend such action or proceeding (by counsel reasonably satisfactory to such Indemnified Party).
Appears in 5 contracts
Samples: Lease Agreement (1847 Goedeker Inc.), Lease Agreement (1847 Goedeker Inc.), Lease Agreement (1847 Goedeker Inc.)
Nonliability and Indemnification. (a) None of Neither Landlord, any Superior Lessor, Lessor or any Superior Mortgagee or Mortgagee, nor any direct or indirect member, partner, director, officer, shareholder, principal, agentboard member, servant agent or employee of Landlord, any Superior Lessor or any Superior Mortgagee (whether disclosed or undisclosed), shall be liable to Tenant for:
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; provided, that, except to the extent of the release of liability and waiver of subrogation provided in Section 7.037.03 hereof, the foregoing shall not be deemed to relieve Landlord of any liability to the extent resulting from the gross negligence or willful misconduct of Landlord, its agents, servants agents or employees in the operation or maintenance of the Demised Premises;
Premises or the Building, (ii) any loss, injury or damage described in clause (i) above caused by other tenants tenants, occupants or persons in, upon or about the Demised PremisesBuilding, or caused by operations in construction of any private, public or quasi-public work; or
, or (iii) even if negligentdue to negligence or willful misconduct, consequential damages arising out of any loss of use of the Demised Premises or any equipment, facilities or other Tenant’s Property therein or otherwise.
(b) Subject to the provisions of Section 7.03, Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior Mortgagees and each of their respective direct and indirect partners, members, partners, directors, officers, shareholders, principals, board members, agents and employees (each, an a “Landlord Indemnified Party”), from and against any and all claims arising from or in connection with:
with (i) the conduct or management of the Demised Premises or of any business therein, or any work or thing done, or any condition created, in or about the Demised Premises;
, (ii) any act, omission or negligence of Tenant or any person claiming through or under Tenant or any of their respective direct or indirect members, partners, shareholders, directors, officers, agents, employees or contractors;
, (iii) any accident, injury or damage occurring in, at or upon the Demised Premises (or outside the Premises if arising from or in connection with Tenant’s installations in, or use of, areas outside the Premises;
), (iv) any default by Tenant in the performance of any of Tenant’s obligations under this lease; and
Lease, (v) the performance of Tenant’s Initial Work and (vi) any brokerage commission or similar compensation claimed to be due by reason of any proposed subletting or assignment by TenantTenant (irrespective of the exercise by Landlord of any of the options in Section 5.02(b)); in each case, together with all costs, expenses and liabilities incurred in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and disbursements; provided, that the foregoing indemnity shall not apply to the extent such claim results from the gross negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 applies) or willful misconduct of the any Landlord Indemnified Party. If any action or proceeding is brought against any Landlord Indemnified Party by reason of any such claim, Tenant, upon notice from such Landlord Indemnified Party shall resist and defend such action or proceeding (by counsel reasonably satisfactory to such Landlord Indemnified Party, and counsel selected by Tenant’s insurance company to resist and defend such action or proceeding is, absent a conflict, hereby deemed to be satisfactory to such Landlord Indemnified Party.
(c) Subject to the provisions of Section 7.03, Landlord shall indemnify and hold harmless Tenant and Tenant’s partners, members, directors, officers, shareholders, principals, agents and employees (each, a “Tenant Indemnified Party”), from and against any and all claims arising from or in connection with (i) any negligence or willful misconduct of Landlord or its agents, servants or employees in connection with the operation or management of the common areas of the Building and (ii) any default by Landlord in the performance of any of Landlord’s obligations under this Lease, in each case together with all costs, expenses and liabilities incurred in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and disbursements; provided, that the foregoing indemnity shall not apply to the extent such claim results from the negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 applies) or willful misconduct of any Tenant Indemnified Party. If any action or proceeding is brought against any Tenant Indemnified Party by reason of any such claim, Landlord, upon notice from such Tenant Indemnified Party, shall resist and defend such action or proceeding by counsel reasonably satisfactory to such Tenant Indemnified Party, and counsel selected by Landlord’s insurance company to resist and defend such action or proceeding is, absent a conflict, hereby deemed to be satisfactory to such Tenant Indemnified Party.
Appears in 2 contracts
Samples: Lease (Intercept Pharmaceuticals Inc), Lease (Intercept Pharmaceuticals Inc)
Nonliability and Indemnification. (a) None of Landlord, any Superior Lessor, any Superior Mortgagee or any direct or indirect member, partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (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; provided, that, except to the extent of the release of liability and waiver of subrogation provided in Section 7.03, the foregoing shall not be deemed to relieve Landlord of any liability to the extent resulting from the gross negligence or willful misconduct of Landlord, its agents, servants or employees in the operation or maintenance of the Demised Premises;
(ii) any loss, injury or damage described in clause (i) above caused by other tenants or persons in, upon or about the Demised Premises, or caused by operations in construction of any private, public or quasi-public work; or
(iii) even if negligent, consequential damages arising out of any loss of use of the Demised Premises or any equipment, facilities or other Tenant’s Property therein or otherwise.
(b) Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior Mortgagees and each of their respective direct and indirect members, partners, directors, officers, shareholders, principals, agents and employees (each, an “Indemnified Party”), from and against any and all claims arising from or in connection with:
(i) the conduct or management of the Demised Premises or of any business therein, or any work or thing done, or any condition created, in or about the Demised Premises;
(ii) any act, omission or negligence of Tenant or any person claiming through or under Tenant or any of their respective direct or indirect members, partners, shareholders, directors, officers, agents, employees or contractors;
(iii) any accident, injury or damage occurring in, at or upon the Demised Premises;
(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; together with all costs, expenses and liabilities incurred in connection with each such claim or action or proceeding brought thereon, including, without limitation, all attorneys’ fees and disbursements; provided, that the foregoing indemnity shall not apply to the extent such claim results from the gross negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 applies) or willful misconduct of the Indemnified Party. If any action or proceeding is brought against any Indemnified Party by reason of any such claim, Tenant, upon notice from such Indemnified Party shall resist and defend such action or proceeding (by counsel reasonably satisfactory to such Indemnified Party).
Appears in 2 contracts
Samples: Lease Agreement (1847 Goedeker Inc.), Lease Agreement (1847 Goedeker Inc.)
Nonliability and Indemnification. (a) None of Neither Landlord, any Superior Lessor, Lessor or any Superior Mortgagee or Mortgagee, nor any direct or indirect member, partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (whether disclosed or undisclosed), shall be liable to Tenant for:
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; provided, however, that, except to the extent of the release of liability and waiver of subrogation provided in Section 7.038.03 hereof, the foregoing shall not be deemed to relieve Landlord of any liability to the extent resulting from the willful misconduct or gross negligence or willful misconduct of Landlord, its agents, servants or employees in the operation or maintenance of the Demised Premises;
Premises or the Building, (ii) any loss, injury or damage described in clause (i) above caused by other tenants or persons in, upon or about the Demised PremisesBuilding, or caused by operations in construction of any private, public or quasi-public work; or
, or (iii) even if negligent, consequential damages arising out of any loss of use of the Demised Premises or any equipment, facilities or other Tenant’s Property therein or otherwisetherein.
(b) Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior Mortgagees and each of their respective direct and indirect members, partners, directors, officers, shareholders, principals, agents and employees (each, an “Indemnified Party”), from and against any and all claims arising from or in connection with:
with (i) the conduct or management of the Demised Premises or of any business therein, or any work or thing done, or any condition created, in or about the Demised Premises;
, (ii) any act, omission negligence or negligence wrong doing of Tenant or any person claiming through or under Tenant or any of their respective direct or indirect members, partners, shareholders, directors, officers, agents, employees or contractors;
, (iii) any accident, injury or damage occurring in, at or upon the Demised Premises;
, (iv) any default by Tenant in the performance of Tenant’s obligations under this lease; and
Lease and (v) any brokerage commission or similar compensation claimed to be due by reason of any proposed subletting or assignment by Tenant; together with all costs, expenses and liabilities incurred in connection with each such claim or action or proceeding brought thereon, including, without limitation, including all reasonable attorneys’ fees and disbursements; provided, however, that the foregoing indemnity shall not apply to the extent such claim results from the gross negligence (other than gross negligence to which the release of liability and waiver of subrogation provided in Section 7.03 8.03 below applies) or willful misconduct of the Indemnified Party. If any action or proceeding is brought against any Indemnified Party by reason of any such claim, Tenant, upon notice from such Indemnified Party shall resist and defend such action or proceeding (by counsel reasonably satisfactory to such Indemnified Party).
(c) In the event of any claim, action or proceeding which may give rise to liability under the indemnity contained in this Section 7.12 or other provisions of this Lease, (i) the indemnified party shall give the indemnifying party prompt notice of such claim or action, (ii) the indemnifying party may defend against such claim or action with counsel selected by it, subject to the reasonable approval of the indemnified party, which approval shall not be unreasonably withheld or delayed, (iii) the indemnified party shall reasonably cooperate with the indemnifying party and its counsel in the defense of such claim or action and, (iv) the indemnified party shall not settle such claim or action without indemnifying party’s prior written consent, which consent shall not be unreasonably withheld or delayed.
Appears in 2 contracts
Samples: Lease (Yext, Inc.), Lease (Yext, Inc.)
Nonliability and Indemnification. (a) None of Neither Landlord, any Superior Lessor, Lessor or any Superior Mortgagee or Mortgagee, nor any direct or indirect member, partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (whether disclosed or undisclosed), shall be liable to Tenant for:
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; provided, that, except to the extent of the release of liability and waiver of subrogation provided in Section 7.037.03 hereof, the foregoing shall not be deemed to relieve Landlord of any liability to the extent resulting from the gross negligence or willful misconduct of Landlord, its agents, servants or employees in the operation or maintenance of the Demised Premises;
Premises or the Building, (ii) any loss, injury or damage described in clause (i) above caused by other tenants or persons in, upon or about the Demised PremisesBuilding, or caused by operations in construction of any private, public or quasi-public work; or
, or (iii) even if negligent, consequential damages arising out of any loss of use of the Demised Premises or any equipment, facilities or other Tenant’s Property therein or otherwise.
(b) Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior Mortgagees and each of their respective direct and indirect partners, members, partners, directors, officers, shareholders, principals, agents and employees (each, an “Indemnified Party”), from and against any and all claims arising from or in connection with:
with (i) the conduct or management of the Demised Premises or of any business therein, or any work or thing done, or any condition created, in or about the Demised Premises;
, (ii) any act, omission or negligence of Tenant or any person claiming through or under Tenant or any of their respective direct or indirect members, partners, shareholders, directors, officers, agents, employees or contractors;
, (iii) any accident, injury or damage occurring in, at or upon the Demised Premises (or outside the Premises if arising from or in connection with Tenant’s installations in, or use of, areas outside the Premises;
), (iv) any default by Tenant in the performance of Tenant’s obligations under this lease; and
Lease and (v) any brokerage commission or similar compensation claimed to be due by reason of any proposed subletting or assignment by TenantTenant (irrespective of the exercise by Landlord of any of the options in Section 5.02(b)); together with all costs, expenses and liabilities incurred in connection with each such claim or action or proceeding brought thereon, including, without limitation, all attorneys’ fees and disbursements; provided, that the foregoing indemnity shall not apply to the extent such claim results from the gross negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 applies) or willful misconduct of the Indemnified Party. If any action or proceeding is brought against any Indemnified Party by reason of any such claim, Tenant, upon notice from such Indemnified Party shall resist and defend such action or proceeding (by counsel reasonably satisfactory to such Indemnified Party).
Appears in 2 contracts
Samples: Lease (Y-mAbs Therapeutics, Inc.), Lease (Y-mAbs Therapeutics, Inc.)
Nonliability and Indemnification. (a) None of Neither Landlord, any Superior Lessor, Lessor or any Superior Mortgagee or Mortgagee, nor any direct or indirect member, partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (whether disclosed or undisclosed), shall be liable to Tenant for:
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; provided, that, except subject to the extent of the release of liability Sections 7.03 and waiver of subrogation provided in Section 7.037.05(f), the foregoing shall not be deemed to relieve Landlord Landlord, any Superior Lessor or any Superior Mortgagee, respectively, of any liability to the extent resulting from the gross negligence or willful misconduct of Landlord, such party or its agents, servants servants, employees or employees contractors in the operation or maintenance of the Demised Premises;
Premises or the Building, (ii) any loss, injury or damage described in clause (i) above caused by other tenants or persons in, upon or about the Demised PremisesBuilding, or caused by operations in construction of any private, public or quasi-public work; or
, except in the case of Landlord, if and to the extent caused by the negligence or willful misconduct of Landlord or Landlord's agents, servants, employees or contractors (but subject to Sections 7.03 and 7.05(f)), or (iii) even if negligent, consequential damages arising out of any loss of use of the Demised Premises or any equipment, facilities or other Tenant’s 's Property therein therein. This Section 6.12(a) shall not be construed to relieve Landlord of any of Landlord's obligations set forth elsewhere in this Lease or otherwiseto deprive Tenant of any remedies to which Tenant may be entitled in the event of the breach by Landlord of any of Landlord's obligations under this Lease.
(b) Subject to the provisions of Sections 7.03 and 7.05(f), Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior Mortgagees and each of their respective direct and indirect members, partners, directors, officers, shareholders, principals, agents and employees (eacheach (including Landlord and such superior parties), an “a "Landlord Indemnified Party”"), from and against any and all claims arising from or in connection with:
caused by (i) the conduct or management of the Demised Premises or of any business therein, or any work or thing done, or any condition created, in the Premises; provided, that Tenant's indemnity pursuant to this clause (i) shall not apply to the extent such claim results from the acts (other than any act in connection with the exercise by Landlord of its self-help remedy set forth in Section 4.08, in which case Tenant's indemnity pursuant to this clause (i) shall not apply only to the extent that any such claim results from the negligence or about willful misconduct of Landlord) or (where a Landlord Indemnified Party has an affirmative obligation to act pursuant to the Demised Premises;
terms of this Lease) omissions of any Landlord Indemnified Party, (ii) any act, omission negligence or negligence willful misconduct of Tenant or any person claiming through or under Tenant or any of their respective direct or indirect members, partners, shareholders, directors, officers, agents, employees employees, contractors or contractors;
invitees (iiiso long as such invitees are in the Premises) with respect to any accident, injury or damage occurring in, at or upon the Demised Premises;
Project or (iviii) any default the use by Tenant in the performance or any other person of Tenant’s obligations under this lease's Parking Spaces; and
provided, that Tenant's indemnity pursuant to clauses (vii) and (iii) above shall not apply to the extent such claim results from the negligence or willful misconduct of any brokerage commission Landlord Indemnified Party, in each case together with all reasonable costs and expenses incurred in connection with each such claim or similar compensation claimed to be due action or proceeding brought thereon, including, without limitation, all reasonable attorneys' fees and disbursements. If any action or proceeding is brought against any Landlord Indemnified Party by reason of any proposed subletting such claim, Tenant, upon notice from such Landlord Indemnified Party, shall resist and defend such action or assignment proceeding (by counsel reasonably satisfactory to such Landlord Indemnified Party, and counsel selected by Tenant's insurance company to resist and defend such action or proceeding is hereby deemed to be satisfactory to such Landlord Indemnified Party).
(c) Subject to the provisions of Sections 7.03 and 7.05(f), Landlord shall indemnify and hold harmless Tenant and Tenant's partners, directors, officers, shareholders, principals, agents and employees (each (including Tenant), a "Tenant Indemnified Party"), from and against any and all claims arising from or in connection with any negligence or willful misconduct of Landlord or any Landlord Indemnified Party with respect to any accident, injury or damage occurring in, at or upon the Project; together with all reasonable costs, expenses and liabilities incurred in connection with each such claim or action or proceeding brought thereon, including, without limitation, all attorneys’ ' fees and disbursements; provided, that (except in the case of Tenant's exercise of its self-help remedies under Section 10.01(a), in which case the foregoing indemnity shall apply with respect to claims made by third parties arising from or in connection with the acts or omissions of Tenant or any Affiliated agent of Tenant, but not those of any contractor or non-Affiliated agent of Tenant) the foregoing indemnity shall not apply to the extent such claim results from the gross negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 applies) or willful misconduct of the any Tenant Indemnified Party. If any action or proceeding is brought against any Tenant Indemnified Party by reason of any such claim, TenantLandlord, upon notice from such Tenant Indemnified Party Party, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to such Tenant Indemnified Party, and counsel selected by Landlord's insurance company to resist and defend such action or proceeding is hereby deemed to be satisfactory to such Tenant Indemnified Party).
Appears in 1 contract
Samples: Lease (Equitable Companies Inc)
Nonliability and Indemnification. (a) None of Neither Landlord, any Superior Lessor, Lessor or any Superior Mortgagee or Mortgagee, nor any direct or indirect partner, member, partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (whether disclosed or undisclosed), shall be liable to Tenant for:
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; provided, provided that, except to the extent of the release of liability and waiver of subrogation provided in Section 7.037.03 hereof, the foregoing shall not be deemed to relieve Landlord of any liability to the extent resulting from the gross negligence or willful misconduct of Landlord, its agents, servants or employees in the operation or maintenance of the Demised Premises;
Premises or the Building, (ii) any loss, injury or damage described in clause (i) above caused by other tenants or persons in, upon or about the Demised PremisesBuilding, or caused by operations in construction of any private, public or quasi-public work; or
, or (iii) even if negligent, consequential damages arising out of any loss of use of the Demised Premises or any equipment, facilities or other Tenant’s Property therein or otherwisetherein.
(b) Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior Mortgagees and each of their respective direct and indirect partners, members, partners, directors, officers, shareholders, principals, agents and employees (each, an “Indemnified Party”), from and against any and all claims arising from or in connection with:
with (i) the conduct or management of the Demised Premises or of any business thereinbusiness, or any work or thing done, or any condition created, in or about the Demised Premises;
, (ii) any act, omission or negligence of Tenant or any person claiming through or under Tenant or any of their respective direct or indirect members, partners, shareholdersmembers, directors, officers, shareholders, principals, agents, employees or contractors;
contractors in or about the Project, (iii) any accident, injury or damage occurring in, at or upon the Demised Premises;
, (iv) any default by Tenant in the performance of Tenant’s obligations under this lease; and
Lease and (v) any brokerage commission or similar compensation claimed to be due by reason of any proposed subletting or assignment by Tenant; Tenant (irrespective of the exercise by Landlord of any of the options in Section 5.02(b)) together with all costs, expenses and liabilities incurred in connection with each such claim or action or proceeding brought thereon, including, without limitation, all attorneys’ fees and disbursements; provided, that the foregoing indemnity shall not apply to the extent such claim results from the gross negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 below applies) or willful misconduct of the Indemnified Party. If any action or proceeding is brought against any Indemnified Party by reason of any such claim, Tenant, upon notice from such Indemnified Party shall resist and defend such action or proceeding (by counsel reasonably satisfactory to such Indemnified Party).
(c) Subject to the provisions of this Lease, including, without limitation, Section 7.03, Landlord agrees to indemnify and hold Tenant and Tenant’s partners, officers, directors, agents and employees harmless from and against all third-party liability (statutory or otherwise), claims, suits, demands, damages, judgments, costs, interest and expenses (including reasonable counsel and other professional fees and disbursements incurred in any action or proceeding), but only if and to the extent that the same shall be caused by (i) the negligence or willful misconduct of Landlord or of Landlord’s agents in connection with any liability or claim for any injury to, or death of, any person or persons, or damage to property (other than the property of Tenant) occurring in the public portions or common areas of the Building or (ii) any default by Landlord in the performance of Landlord’s obligations under this Lease.
Appears in 1 contract
Nonliability and Indemnification. (a) None of Neither Landlord, any Superior Lessor, Lessor or any Superior Mortgagee or Mortgagee, nor any direct or indirect member, partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (whether disclosed or undisclosed), shall be liable to Tenant for:
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 lossloss (including, without limitation fire, explosion, falling plaster, steam, gas, air contaminants or emissions, electricity, electrical or electronic emanations or disturbance, water, rain or snow or leaks from any part the Building or from the pipes, appliances, equipment or plumbing works or from the roof or from any other place), 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; provided, that, except to the extent of the release of liability and waiver of subrogation provided in Section 7.037.03 hereof, the foregoing shall not be deemed to relieve Landlord of any liability to the extent resulting from the gross negligence or willful misconduct of Landlord, its agents, servants or employees in the operation or maintenance of the Demised Premises;
Premises or the Building, (ii) any loss, injury or damage described in clause (i) above caused by other tenants or persons in, upon or about the Demised PremisesBuilding, or caused by operations in construction of any private, public or quasi-public work; or
, or (iii) even if negligent, consequential damages arising out of any loss of use of the Demised Premises or any equipment, facilities or other Tenant’s Property therein or otherwise.
(b) Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior Mortgagees and each of their respective direct and indirect partners, members, partners, directors, officers, shareholders, principals, agents and employees (each, an “Indemnified Party”), from and against any and all claims arising from or in connection with:
with (i) the conduct or management of the Demised Premises or of any business therein, or any work or thing done, or any condition created, in or about the Demised Premises;
, (ii) any act, omission or negligence of Tenant or any person claiming through or under Tenant or any of their respective direct or indirect members, partners, shareholders, directors, officers, agents, employees or contractors;
, (iii) any accident, injury or damage occurring in, at or upon the Demised Premises (or outside the Premises if arising from or in connection with Tenant’s installations in, or use of, areas outside the Premises;
), (iv) any default by Tenant in the performance of Tenant’s obligations under this lease; and
Lease and (v) any brokerage commission or similar compensation claimed to be due by reason of any proposed subletting or assignment by TenantTenant (irrespective of the exercise by Landlord of any of the options in Section 5.02(b)); together with all costs, expenses and liabilities incurred in connection with each such claim or action or proceeding brought thereon, including, without limitation, all attorneys’ fees and disbursements; provided, that the foregoing indemnity shall not apply to the extent such claim results from the gross negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 applies) or willful misconduct of the Indemnified Party. If any action or proceeding is brought against any Indemnified Party by reason of any such claim, Tenant, upon notice from such Indemnified Party shall resist and defend such action or proceeding (by counsel reasonably satisfactory to such Indemnified Party).
Appears in 1 contract
Samples: Lease (Justworks, Inc.)
Nonliability and Indemnification. (a) None of Neither Landlord, nor any Superior Lessor, any Superior Mortgagee or any direct or indirect member, partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee Landlord Indemnified Party (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; provided, that, except to the extent of the release of liability and waiver of subrogation provided in Section 7.037.03 hereof, the foregoing shall not be deemed to relieve Landlord of any liability to the extent resulting from the gross negligence negligence, of Landlord or willful misconduct of Landlord, its agents, servants or employees any Landlord Indemnified Party in the operation or maintenance of the Demised Premises;
Premises or the Building or from a breach of this Lease, (ii) any loss, injury or damage described in clause (i) above caused by other tenants or persons in, upon or about the Demised PremisesBuilding, or caused by operations in construction of any private, public or quasi-public work; or
work performed by parties other than Landlord, its agents or employees, or (iii) even if negligent, consequential damages arising out of any loss of use of the Demised Premises or any equipment, facilities or other Tenant’s Property therein or otherwise.
(b) Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior Mortgagees and each of their respective direct and indirect members, partners, directors, officers, shareholders, principals, agents and employees (each, an a “Landlord Indemnified Party”), from and against any and all claims made by third parties against such Landlord Indemnified Party arising from or in connection with:
with (i) the conduct or management of the Demised Premises or of any business therein, or any work or thing done, or any condition created, in or about the Demised Premises;
(ii) any act, omission or negligence of Tenant or any person claiming through or under Tenant or any of their respective direct or indirect members, partners, shareholders, directors, officers, agents, employees or contractors;
, (iiiii) any accident, injury or damage occurring in, at or upon the Demised Premises;
Premises from and after the commencement date of the Term applicable to such portion of the Premises (ivor prior to such commencement date, if arising from or in connection with any negligence of Tenant or any person claiming through or under Tenant or any of their respective partners, directors, officers, agents, employees or contractors), (iii) any default by Tenant in the performance of Tenant’s obligations under this lease; and
Lease and (v) any brokerage commission or similar compensation claimed to be due due, by any person claiming to have dealt with Tenant, by reason of any proposed subletting or assignment by TenantTenant (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 connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and disbursements; provided, that the foregoing indemnity shall not apply to the extent such claim results from the gross negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 applies) or willful misconduct of the Landlord Indemnified Party. .
(c) Landlord shall indemnify and hold harmless Tenant, its partners, directors, officers, shareholders, principals, agents and employees (each, a “Tenant Indemnified Party”), from and against any and all claims made by third parties against such Tenant Indemnified Party arising from or in connection with (i) any negligence of Landlord or any person claiming through or under Landlord or any of their respective partners, directors, officers, agents, employees or contractors, (ii) any accident, injury or damage occurring in the common or public areas of the Project, (iii) any default by Landlord in the performance of Landlord’s obligations under this Lease and (v) Landlord’s failure to pay the brokerage commission due to the Broker; together with all reasonable costs, expenses and liabilities incurred in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and disbursements; provided, that the foregoing indemnity shall not apply to the extent such claim results from the negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 applies) or willful misconduct of the Tenant Indemnified Party.
(i) If any claim that is within the scope of the indemnities set forth in this Section 6.12 is asserted against any indemnified party, then the indemnified party shall give prompt written notice (each, an “Indemnified Party Notice”) thereof to the indemnifying party (i.e., within a time period so as not to prejudice the indemnifying party’s or its insurer’s ability to defend effectively any action or proceeding is brought against any Indemnified Party by reason on such claim) and the indemnifying party shall have the right to defend and control the defense of any action or proceeding brought on such claim, Tenant, upon claim with counsel chosen by the indemnifying party subject to the approval of the indemnified party (such approval not to be unreasonably withheld) or by the indemnifying party’s insurance company. If the indemnified party fails promptly to give such notice from such Indemnified Party or if the indemnified party shall resist not afford the indemnifying party the right to defend and defend control the defense of any such action or proceeding (by counsel reasonably satisfactory then, in either of such events, the indemnifying party shall have no obligation under the applicable indemnity set forth in this Lease with respect to such action or proceeding or other actions or proceedings involving the same or related facts. If the indemnifying party shall defend any such action or proceeding, then the following shall apply:
(A) the indemnified party shall cooperate with the indemnifying party (or its insurer) in the defense of any such action or proceeding in such manner as the indemnifying party (or its insurer) may from time to time reasonably request and the indemnifying party shall not be liable for the costs of any separate counsel employed by the indemnified party;
(B) the indemnifying party shall not be liable for any settlement made without the indemnifying party’s consent;
(C) if such action or proceeding can be settled by the payment of money and without the need to admit liability on the indemnified party’s part, then the indemnifying party shall have the right to settle such action or proceeding without the indemnified party’s consent and the indemnifying party shall have no obligation under the applicable indemnity set forth in this Lease with respect to such action or proceeding or other actions or proceedings involving the same or related facts if the indemnified party refuses to agree to such a settlement; and
(D) if such action or proceeding cannot be settled merely by the payment of money and without the need to admit liability on the indemnified party’s part, then the indemnifying party shall not settle such action or proceeding without the indemnified party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) and if the indemnified party unreasonably withholds, conditions or delays its consent to any such settlement, then the indemnifying party shall have no obligation under the applicable indemnity set forth in this Lease with respect to such action or proceeding or other actions or proceedings involving the same or related facts.
(ii) If an indemnifying party shall, in good faith, believe that a claim set forth in an Indemnified Party)Party Notice is or may not be within the scope of the indemnifying party’s indemnity set forth in this Lease then, pending determination of that question, the indemnifying party shall not be deemed to be in default under this Lease by reason of its failure or refusal to indemnify and hold harmless any indemnified party therefrom or to pay such costs, expenses and liabilities; provided, that if it shall be finally determined by a court of competent jurisdiction or by arbitration in accordance with Section 8.09 that such claim was within the scope of such indemnifying party’s indemnity set forth in this Lease then such indemnifying party shall be liable for any judgment or reasonable settlement or any reasonable legal fees incurred by the party entitled to indemnity hereunder.
(e) Anything contained in this Lease to the contrary notwithstanding, in no event shall Tenant or Landlord be entitled to claim or recover any consequential, exemplary or punitive damages from the other in any action arising under this Lease.
(f) The provisions of this Section 6.12 shall survive the expiration or earlier termination of this Lease.
Appears in 1 contract
Samples: Lease (Bowne & Co Inc)
Nonliability and Indemnification. (a) None of Neither Landlord, any Superior Lessor, Lessor or any Superior Mortgagee or Mortgagee, nor any direct or indirect member, partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior superior Mortgagee (whether disclosed or undisclosed), shall be liable to Tenant for:
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 others, entrusted to employees of Landlord; providedPROVIDED, that, except to the extent of the release of liability and waiver of subrogation provided in Section 7.03SECTION 8.03 hereof, the foregoing shall not be deemed to relieve Landlord of any liability to the extent resulting from the gross negligence or willful misconduct or negligence of Landlord, its agents, servants or employees in the operation or maintenance of the Demised Premises;
Premises to the Building. (ii) any loss, injury or damage described in clause CLAUSE (i) above caused by other tenants or persons in, upon or about the Demised PremisesBuilding, or caused by operations operation in construction of any private, public or quasi-public work; or
, or (iii) even if negligent, consequential damages arising out of any loss of use of the Demised Premises or any equipment, facilities or other Tenant’s 's Property therein or otherwisetherein.
(b) Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior Mortgagees and each of their respective direct and indirect members, partners, directors, officers, shareholders, principals, agents and employees (each, an “Indemnified Party”), from and against any and all claims arising from or in connection with:
(i) the conduct or management of the Demised Premises or of any business therein, or any work or thing done, or any condition created, in or about the Demised Premises;
(ii) any act, omission or negligence of Tenant or any person claiming through or under Tenant or any of their respective direct or indirect members, partners, shareholders, directors, officers, agents, employees or contractors;
(iii) any accident, injury or damage occurring in, at or upon the Demised Premises;
(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; together with all costs, expenses and liabilities incurred in connection with each such claim or action or proceeding brought thereon, including, without limitation, all attorneys’ fees and disbursements; provided, that the foregoing indemnity shall not apply to the extent such claim results from the gross negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 applies) or willful misconduct of the Indemnified Party. If any action or proceeding is brought against any Indemnified Party by reason of any such claim, Tenant, upon notice from such Indemnified Party shall resist and defend such action or proceeding (by counsel reasonably satisfactory to such Indemnified Party).
Appears in 1 contract
Samples: Lease Agreement (Credit Suisse First Boston Usa Inc)
Nonliability and Indemnification. (a) None of Neither Landlord, any Superior Lessor, Lessor or any Superior Mortgagee or Mortgagee, nor any direct or indirect member, partner, director, officer, shareholder, principal, board member, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (whether disclosed or undisclosed), shall be liable to Tenant for:
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; provided, that, except to the extent of the release of liability and waiver of subrogation provided in Section 7.037.03 hereof, the foregoing shall not be deemed to relieve Landlord of any liability to the extent resulting from the gross negligence or willful misconduct of Landlord, its agents, servants or employees in the operation or maintenance of the Demised Premises;
Premises or the Building, (ii) any loss, injury or damage described in clause (i) above caused by other tenants tenants, occupants or persons in, upon or about the Demised PremisesBuilding, or caused by operations in construction of any private, public or quasi-public work; or
, or (iii) even if negligentdue to negligence or willful misconduct, consequential damages arising out of any loss of use of the Demised Premises or any equipment, facilities or other Tenant’s Property therein or otherwise.
(b) Subject to the provisions of Section 7.03, Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior Mortgagees and all Additional Insureds (as defined in Exhibit V) and each of their respective direct and indirect partners, members, partners, directors, officers, shareholders, principals, board members, agents and employees (each, an a “Landlord Indemnified Party”), from and against any and all claims arising from or in connection with:
with (i) the conduct or management of the Demised Premises or of any business therein, or any work or thing done, or any condition created, in or about the Demised Premises;
, (ii) any act, omission or negligence of Tenant or any person claiming through or under Tenant or any of their respective direct or indirect members, partners, shareholders, directors, officers, agents, employees or contractors;
, (iii) any accident, injury or damage occurring in, at or upon the Demised Premises (or outside the Premises if arising from or in connection with Tenant’s installations in, or use of, areas outside the Premises;
), (iv) any default by Tenant in the performance of any of Tenant’s obligations under this lease; and
Lease, (v) the performance of Tenant’s Work and (vi) any brokerage commission or similar compensation claimed to be due by reason of any proposed subletting or assignment by TenantTenant (irrespective of the exercise by Landlord of any of the options in Section 5.02(b)); in each case, together with all costs, expenses and liabilities incurred in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and disbursements; provided, that the foregoing indemnity shall not apply to the extent such claim results from the gross negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 applies) or willful misconduct of the any Landlord Indemnified Party. If any action or proceeding is brought against any Landlord Indemnified Party by reason of any such claim, Tenant, upon notice from such Landlord Indemnified Party shall resist and defend such action or proceeding (by counsel reasonably satisfactory to such Landlord Indemnified Party, and counsel selected by Tenant’s insurance company to resist and defend such action or proceeding is, absent a conflict, hereby deemed to be satisfactory to such Landlord Indemnified Party.
(c) Subject to the provisions of Section 7.03, Landlord shall indemnify and hold harmless Tenant and Tenant’s partners, members, directors, officers, shareholders, principals, agents and employees (each, a “Tenant Indemnified Party”), from and against any and all claims arising from or in connection with (i) any negligence or willful misconduct of Landlord or its agents, servants or employees in connection with the operation or management of the -77- Building and (ii) any default by Landlord in the performance of any of Landlord’s obligations under this Lease, in each case together with all costs, expenses and liabilities incurred in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and disbursements; provided, that the foregoing indemnity shall not apply to the extent such claim results from the negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 applies) or willful misconduct of any Tenant Indemnified Party. If any action or proceeding is brought against any Tenant Indemnified Party by reason of any such claim, Landlord, upon notice from such Tenant Indemnified Party, shall resist and defend such action or proceeding by counsel reasonably satisfactory to such Tenant Indemnified Party, and counsel selected by Landlord’s insurance company to resist and defend such action or proceeding is, absent a conflict, hereby deemed to be satisfactory to such Tenant Indemnified Party.
Appears in 1 contract
Samples: Lease (Coach Inc)
Nonliability and Indemnification. (a) None of Neither Landlord, any Superior Lessor, Lessor or any Superior Mortgagee or Mortgagee, nor any direct or indirect member, partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (whether disclosed or undisclosed), shall be liable to Tenant for:
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; provided, that, except to the extent of the release of liability and waiver of subrogation provided in Section 7.038.03 hereof, the foregoing shall not be deemed to relieve Landlord of any liability to the extent resulting from the gross negligence or willful misconduct or negligence of Landlord, its agents, servants or employees in the operation or maintenance of the Demised Premises;
Premises or the Building, (ii) any loss, injury or damage described in clause (i) above caused by other tenants or persons in, upon or about the Demised PremisesBuilding, or caused by operations in construction of any private, public or quasi-public work; or
, or (iii) even if negligent, consequential damages arising out of any loss of use of the Demised Premises or any equipment, facilities or other Tenant’s 's Property therein or otherwisetherein.
(b) Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior Mortgagees and each of their respective direct and indirect members, partners, directors, officers, shareholders, principals, agents and employees (each, an “"Indemnified Party”"), from and against any and all claims arising from or in connection with:
with (i) the conduct or management of the Demised Premises or of any business therein, or any work or thing done, or any condition created, in or about the Demised Premises;
, (ii) any act, omission negligence or negligence wrong doing of Tenant or any person claiming through or under Tenant or any of their respective direct or indirect members, partners, shareholders, directors, officers, agents, employees or contractors;
, (iii) any accident, injury or damage occurring in, at or upon the Demised Premises;
, (iv) any default by Tenant in the performance of Tenant’s 's obligations under this lease; and
Lease and (v) any brokerage commission or similar compensation claimed to be due by reason of any proposed subletting or assignment by Tenant; together with all costs, expenses and liabilities incurred in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ ' fees and disbursements; provided, that the foregoing indemnity shall not apply to the extent such claim results from the gross negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 8.03 below applies) or willful misconduct of the Indemnified Party. If any action or proceeding is brought against any Indemnified Party by reason of any such claim, Tenant, upon notice from such Indemnified Party shall resist and defend such action or proceeding (by counsel counsel, including Tenant's in-house counsel, reasonably satisfactory to such Indemnified Party).
(c) In the event of any claim, action or proceeding which may give rise to liability under the indemnity contained in this Section 7.12 or other provisions of this Lease, (a) the indemnified party shall give the indemnifying party prompt notice of such claim or action, (b) the indemnifying party may defend against such claim or action with counsel selected by it, subject to the reasonable approval of indemnified party, which approval shall not be unreasonably withheld or delayed, (c) the indemnified party shall reasonably cooperate with the indemnifying party and its counsel in the defense of such claim or action and, (d) the indemnified party shall not settle such claim or action without jndemnifying party's prior written consent, which consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Lease Agreement (Credit Suisse First Boston Usa Inc)
Nonliability and Indemnification. (a) None of Neither Landlord, any Superior Lessor, Lessor or any Superior Mortgagee or Mortgagee, nor any direct or indirect member, partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (whether disclosed or undisclosed), shall be liable to Tenant for:
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; provided, that, except to the extent of the release of liability and waiver of subrogation provided in Section 7.037.03 hereof, the foregoing shall not be deemed to relieve Landlord of any liability to the extent resulting from the gross negligence or willful misconduct of Landlord, its agents, servants or employees in the operation or maintenance of the Demised Premises;
Premises or the Building, (ii) any loss, injury or damage described in clause (i) above caused by other tenants or persons in, upon or about the Demised PremisesBuilding, or caused by operations in construction of any private, public or quasi-public work; or
, or (iii) even if negligent, consequential damages arising out of any loss of use of the Demised Premises or any equipment, facilities or other Tenant’s Property therein or otherwise.
(b) Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior Mortgagees and each of their respective direct and indirect members, partners, directors, officers, shareholders, principals, agents and employees (each, an “Indemnified Party”), from and against any and all claims arising from or in connection with:
with (i) the Tenant’s conduct or management of the Demised Premises or of any business therein, or any work or thing done, done or any condition createdcreated by Tenant or at Tenant’s direction or with Tenant’s authorization, in or about the Demised Premises;
, (ii) any act, omission or negligence of Tenant or any person claiming through or under Tenant or any of their respective direct or indirect members, partners, shareholders, directors, officers, agents, employees or contractors;
, (iii) any accident, injury or damage occurring in, at or upon the Demised Premises;
, (iv) any default by Tenant in the performance of Tenant’s obligations under this lease; and
Lease and (vy) any brokerage commission or similar compensation claimed to be due by reason of any proposed subletting or assignment by TenantTenant (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 connection with each such claim or action or proceeding brought thereon, including, without limitation, all attorneys’ fees and disbursements; provided, that the foregoing indemnity shall not apply to the extent such claim results from the gross negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 applies) or willful misconduct of the Indemnified Party. If any action or proceeding is brought against any Indemnified Party by reason of any such claim, Tenant, upon notice from such Indemnified Party shall resist and defend such action or proceeding (by counsel reasonably satisfactory to such Indemnified Party).
Appears in 1 contract
Samples: Lease (Open Link Financial, Inc.)
Nonliability and Indemnification. (a) None of Landlord, any Superior Lessor, any Superior Mortgagee or any direct or indirect member, partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (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; provided, that, except to the extent of the release of liability and waiver of subrogation provided in Section 7.03, the foregoing shall not be deemed to relieve Landlord of any liability to the extent resulting from the gross negligence or willful misconduct of Landlord, its agents, servants or employees in the operation or maintenance of the Demised Premises;
(ii) any loss, injury or damage described in clause (i) above caused by other tenants or persons in, upon or about the Demised Premises, or caused by operations in construction of any private, public or quasi-public work; or
(iii) even if negligent, consequential damages arising out of any loss of use of the Demised Premises or any equipment, facilities or other Tenant’s Property therein or otherwise.
(b) Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior Mortgagees and each of their respective direct and indirect members, partners, directors, officers, shareholders, principals, agents and employees (each, an “Indemnified Party”), from and against any and all claims arising from or in connection with:
(i) the conduct or management of the Demised Premises or of any business therein, or any work or thing done, or any condition created, in or about the Demised Premises;
(ii) any act, omission or negligence of Tenant or any person claiming through or under Tenant or any of their respective direct or indirect members, partners, shareholders, directors, officers, agents, employees or contractors;
(iii) any accident, injury or damage occurring in, at or upon the Demised Premises;
(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; together with all costs, expenses and liabilities incurred in connection with each such claim or action or proceeding brought thereon, including, without limitation, all attorneys’ fees and disbursements; provided, that the foregoing indemnity shall not apply to the extent such claim results from the gross negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 applies) or willful misconduct of the Indemnified Party. If any action or proceeding is brought against any Indemnified Party by reason of any such claim, Tenant, upon notice from such Indemnified Party shall resist and defend such action or proceeding (by counsel reasonably satisfactory to such Indemnified Party).
Appears in 1 contract
Nonliability and Indemnification. (a) None of Neither Landlord, any Superior Lessor, Lessor or any Superior Mortgagee or Mortgagee, nor any direct or indirect member, partner, director, officer, shareholder, principal, agent, servant servant, employee or employee contractor of Landlord, any Superior Lessor or any Superior Mortgagee (whether disclosed or undisclosed), shall be liable to Tenant, any Affiliate of Tenant, any Related Service Provider or any partner, director, officer, shareholder, principal, agent, servant, employee or contractor of Tenant, its Affiliates or Related Service Providers (collectively the “Tenant for:
Group”) for (i) any loss, injury or damage to Tenant, the Tenant Group 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 the Tenant Group or of others entrusted to employees of Landlord; provided, that, except to the extent of the release of liability and waiver of subrogation provided in Section 7.037.03 hereof, the foregoing shall not be deemed to relieve Landlord or any partner, director, officer, shareholder, principal, agent, servant, employee or contractor of Landlord (collectively the “Landlord Group”) or any Superior Lessor or any Superior Mortgagee, respectively, of any liability to the extent resulting from the gross negligence or willful misconduct of Landlordsuch. party, its agents, servants or employees in the operation or maintenance of the Demised Premises;
Premises or the Building, (ii) any loss, injury or damage described in clause (i) above caused by other tenants or persons in, upon or about the Demised PremisesBuilding, or caused by operations in construction of any privateprivate (other than by or on behalf of Landlord), public or quasi-public work; or
, or (iii) even if negligent, consequential damages arising out of any loss of use of the Demised Premises or any equipment, facilities or other Tenant’s Property therein or otherwisetherein.
(b) Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior Mortgagees and each of their respective direct and indirect members, partners, directors, officers, shareholders, principals, agents and employees (each, an “Indemnified Party”), from and against any and all claims arising from or in connection with:
with (i) the conduct or management of the Demised Premises or of any business therein, or any work or thing done, or any condition created, in or about the Demised Premises;
, (ii) any act, omission or negligence of Tenant, the Tenant Group or any person claiming through or under Tenant, the Tenant Group or any of their respective direct or indirect members, partners, shareholders, directors, officers, agents, employees or contractors;
, (iii) any accident, injury or damage occurring in, at or upon the Demised Premises;
Premises after the Commencement Date or the Second Commencement Date, as applicable, (iv) any default by Tenant or the Tenant Group in the performance of Tenant’s obligations under this lease; and
Lease, (v) any brokerage commission or similar compensation claimed to be due by reason of any proposed subletting or assignment by TenantTenant or the Tenant Group (irrespective of the exercise by Landlord of any of the options in Section 5.02(a)), (vi) any exercise of its right of self help pursuant to Section 8.24 and (vii) any noise or vibration generated within the Premises (including, without limitation, any amounts paid or credited to other tenants, or occupants of the Building as a result thereof and any lost revenue of Landlord from other tenants or occupants of the Building (such as in connection with the termination of a then existing lease as a result of such noise or vibration) whether such amounts paid or credited or such lost revenue constitutes direct, consequential or other damages); together with all costs, expenses and liabilities incurred in connection with each such claim or action or proceeding brought thereon, including, without limitation, all attorneys’ fees and disbursements; provided, that the foregoing indemnity shall not apply to the extent such claim results from the gross negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 applies) or willful misconduct of the Indemnified PartyParty or its contractor which is not covered by the waiver of subrogation set forth in Section 7.03 hereof. If any action or proceeding is brought against any Indemnified Party by reason of any such claim, Tenant, upon notice from such Indemnified Party shall resist and defend such action or proceeding (by counsel reasonably satisfactory to such Indemnified Party or designated by Xxxxxx’s insurance carrier). This clause (b) is expressly subject to Section 6.13.
(c) Neither any director, officer, shareholder, principal, agent, servant or employee of Tenant, its Affiliates or Related Service Providers (whether disclosed or undisclosed), shall be liable to Landlord or any Indemnified Party for any loss, injury or damage to Landlord, an Indemnified Party, or to any other person, or to its or their property which is not caused by the negligence of such director, officer, shareholder, principal, agent, servant or employee.
(d) If either Landlord or Tenant, as the case may be (the “Indemnitee”), receives written notice of any third party claim or potential claim or the commencement of any action or proceeding that could give rise to any obligation on the part of Landlord or Tenant, as the case may be, to provide indemnification (the “Indemnitor”) pursuant to this Section, the Indemnitee shall promptly give the Indemnitor notice thereof (the “Indemnification Notice”); provided, however, that the failure to give the Indemnification Notice promptly shall not impair the Indemnitee’s right to indemnification in respect of such claim, action or proceeding unless, and only to the extent that, the lack of prompt notice adversely affects the ability of the Indemnitor to defend against or diminish the losses arising out of such claim, action or proceeding. Delivery of the Indemnification Notice shall be a condition precedent to any liability of the Indemnitor under the provisions for the indemnification contained in this Lease. The Indemnification Notice shall include copies of any notice or other document received from any third party in respect of any such asserted claim. The Indemnitor shall have the right to assume the defense of a third party claim or suit described in this Section 6.12 at its own cost and expense and with counsel of its own choosing; provided, however, such counsel is reasonably satisfactory to the Indemnitee (except if the counsel is provided by the Indemnitor’s insurer, in which case the counsel designated by the insurer will be satisfactory); the Indemnitee is kept fully informed of all material developments and is furnished copies of all papers; the Indemnitee is given the opportunity, at its option, to participate at its own cost and expense and with counsel of its own choosing (which shall be reasonably satisfactory to the Indemnitor, except if the counsel is provided by the Indemnitee’s insurer, in which case the counsel designated by the insurer will be satisfactory) in the defense of such claim or suit; and the Indemnitor diligently prosecutes the defense of such claim or suit. If all of the conditions of the foregoing provision are not satisfied the Indemnitee shall have the right, without impairing any of its rights to indemnification as provided herein, to assume and control the defense of such claim or suit and to settle such claim or suit. If the Indemnitor is defending any third party claim or suit pursuant to this Section, (i) the Indemnitee shall make available to the Indemnitor any books, records or other documents within its control that are necessary or appropriate for such defense and (ii) the Indemnitor shall not be liable for any settlement agreed to by the Indemnitee unless such settlement is approved in writing by the Indemnitor.
Appears in 1 contract
Samples: Lease (LEM America, Inc)
Nonliability and Indemnification. (a) None of Landlord, any Superior Lessor, any Superior Mortgagee or any direct or indirect member, partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (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; provided, that, except to the extent of the release of liability and waiver of subrogation provided in Section 7.03, the foregoing shall not be deemed to relieve Landlord of any liability to the extent resulting from the gross negligence or willful misconduct of Landlord, its agents, servants or employees in the operation or maintenance of the Demised Premises;
(ii) any loss, injury or damage described in clause (i) above caused by other tenants or persons in, upon or about the Demised Premises, or caused by operations in construction of any private, public or quasi-public work; or
(iii) even if negligent, consequential damages arising out of any loss of use of the Demised Premises or any equipment, facilities or other Tenant’s Property therein or otherwise.
(b) Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior Mortgagees and each of their respective direct and indirect members, partners, directors, officers, shareholders, principals, agents and employees (each, an “Indemnified Party”), from and against any and all claims arising from or in connection with:
(i) the conduct or management of the Demised Premises or of any business therein, or any work or thing done, or any condition created, in or about the Demised Premises;
(ii) any act, omission or negligence of Tenant or any person claiming through or under Tenant or any of their respective direct or indirect members, partners, shareholders, directors, officers, agents, employees or contractors;
(iii) any accident, injury or damage occurring in, at or upon the Demised Premises;
(iv) any default by Tenant in the performance of Tenant’s obligations under this leaseLease; and
(v) any brokerage commission or similar compensation claimed to be due by reason of any proposed subletting or assignment by Tenant; together with all costs, expenses and liabilities incurred in connection with each such claim or action or proceeding brought thereon, including, without limitation, all attorneys’ fees and disbursements; provided, that the foregoing indemnity shall not apply to the extent such claim results from the gross negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 applies) or willful misconduct of the Indemnified Party. If any action or proceeding is brought against any Indemnified Party by reason of any such claim, Tenant, upon notice from such Indemnified Party shall resist and defend such action or proceeding (by counsel reasonably satisfactory to such Indemnified Party).
Appears in 1 contract
Samples: Lease Agreement (1847 Goedeker Inc.)
Nonliability and Indemnification. (a) None of Neither Landlord, any Superior Lessor, Lessor or any Superior Mortgagee or Mortgagee, nor any direct or indirect member, partner, director, officer, shareholder, principal, board member, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (whether disclosed or undisclosed), shall be liable to Tenant for:
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, occupants or persons in, upon or about the Building, or caused by operations in construction of any private (other than work by or on behalf of Landlord), public or quasi-public work, or (iii) even if due to negligence or willful misconduct, consequential damages arising out of any loss of use of the Premises or any equipment, facilities or other Tenant’s Property therein or thereon, provided, thatthat (subject to Section 6.06(b)), except to the extent of the release of liability and waiver of subrogation provided in Section 7.037.03 hereof, none of the foregoing shall not be deemed to relieve Landlord of any liability for any obligation of Landlord under this Lease or any liability to the extent resulting such liability results from the gross negligence or willful misconduct of Landlord, its agents, servants or employees in the operation or maintenance of the Demised Premises;
(ii) any loss, injury or damage described in clause (i) above caused by other tenants or persons in, upon or about the Demised Premises, or caused by operations in construction of any private, public or quasi-public work; or
(iii) even if negligent, consequential damages arising out of any loss of use of the Demised Premises or any equipment, facilities the Building or other Tenant’s Property therein or otherwisefailure to perform its obligations under this Lease.
(b) Subject to the provisions of Section 6.06(b) and Section 7.03, Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior Mortgagees and any condominium and each of their respective direct and indirect partners, members, directors, officers, shareholders, principals, board members, agents and employees (each, a “Landlord Indemnified Party” and collectively, the “Landlord Indemnified Parties”), from and against any and all claims arising from or in connection with (i) the conduct or management of the Premises or of any business therein, or any work or thing done, or any condition created (other than any third party claims arising from or in connection with the performance of the Base Building Work), in or about the Premises, (ii) any act, omission (where there is an obligation to act under the terms of this Lease) or negligence or willful misconduct of Tenant or any person claiming through or under Tenant or any of their respective partners, directors, officers, agents, employees or contractors, (iii) any accident, injury or damage occurring in, at or upon the Premises (or outside the Premises if arising from or in connection with Tenant’s installations in, or use of, areas outside the Premises), (iv) any default by Tenant in the performance of any of Tenant’s obligations under this Lease, (v) any third party claims arising from or in connection with the performance of Tenant’s Work or any Alterations, (vi) Landlord’s payment of any portion of the Work Allowance directly to Tenant’s general contractor or construction manager in accordance with Section 3.05(d) or out of any claims from any subtenants in respect of the Work Allowance, (vii) accidents, damage, injury or loss to any and all persons and property, or either, whosoever or whatsoever to the extent resulting from or arising in connection with Tenant’s installation, use, maintenance and removal of the equipment that Tenant installs in Tenant’s Shaft Space, (viii) Tenant’s filing for permits for Tenant’s Work or any Alterations using “professional certification,” (ix) subject to the terms of the Indemnity Agreement, 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)), (x) the presence of dogs permitted under Section 8.31, and (xi) subject to the provisions of Section 3.06(f), Self-Performance by Tenant with respect to any systems or services; in each case, together with all reasonable costs, expenses and liabilities incurred in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and disbursements; provided, that the foregoing indemnity shall not apply to the extent such claim results from the negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 applies) or willful misconduct of any Landlord Indemnified Party. If any action or proceeding is brought against any Landlord Indemnified Party by reason of any such claim, Tenant, upon notice from such Landlord Indemnified Party shall resist and defend such action or proceeding by counsel reasonably satisfactory to such Landlord Indemnified Party and counsel accepted by Tenant’s insurance company to resist and defend such action or proceeding is absent a conflict hereby deemed to be satisfactory to such Landlord Indemnified Party.
(c) Subject to the provisions of Section 6.06(b) and Section 7.03, Landlord shall indemnify and hold harmless Tenant and Tenant’s Affiliates and each of their respective partners, members, directors, officers, shareholders, principals, agents and employees (each, an a “Tenant Indemnified Party”), from and against any and all claims arising from or in connection with:
with (i) any act, omission (where there is an obligation to act under the terms of the Lease) or negligence or willful misconduct of Landlord or its agents, partners, directors, officers, servants or employees, (ii) any default by Landlord in the performance of any of Landlord’s obligations under this Lease, (iii) any third party claims arising from or in connection with the performance of the Base Building Work, (iv) the conduct or management of the Demised Premises common or public areas of the Project or of any business therein, or any work or thing done, or any condition created, in or about the Demised Premises;
common or public areas of the Project (ii) other than third party claims based on such conduct, management, business, work, or condition created by a Tenant Indemnified Party or by Tenant’s contractors or consultants in connection with any actSelf-Performance of services or the exercise of Tenant’s rights under Section 4.08(b)), omission or negligence of Tenant or any person claiming through or under Tenant or any of their respective direct or indirect members, partners, shareholders, directors, officers, agents, employees or contractors;
and (iiiv) any accident, injury or damage occurring in, at or upon the Demised Premises;
common or public areas of the Project (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 unless caused by Tenant; , its agents, employees or contractors), in each case together with all costs, expenses and liabilities incurred in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and disbursements; provided, that the foregoing indemnity shall not apply to the extent such claim results from the gross negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 applies) or willful misconduct of the any Tenant Indemnified PartyParty or Permitted User. If any action or proceeding is brought against any Tenant Indemnified Party by reason of any such claim, TenantLandlord, upon notice from such Tenant Indemnified Party, shall resist and defend such action or proceeding by counsel reasonably satisfactory to such Tenant Indemnified Party, and counsel accepted by Landlord’s insurance company to resist and defend such action or proceeding is, absent a conflict, hereby deemed to be satisfactory to such Tenant Indemnified Party.
(d) An indemnified party (either a Landlord Indemnified Party or Tenant Indemnified Party, as applicable) shall notify the indemnifying party in writing promptly after the receipt of notice of a claim or loss for which indemnification may be sought under any provision of this Lease and shall cooperate with the indemnifying party in defense of such claim. As set forth in the last sentence of Sections 6.12(b) and (c) above, the indemnifying party (either Landlord or Tenant, as appropriate) shall resist and defend such action or proceeding (by counsel reasonably satisfactory to the indemnified party, which may be the attorneys of the indemnified party). An indemnified party may, at its own cost and expense, employ counsel with respect to any claim or loss; provided, however, that if such Indemnified Partyindemnified party shall retain counsel because the indemnifying party does not assume control of the defense, or if there is a conflict of interest regarding the substance of the claim between the positions of the indemnifying party and indemnified party (and not merely by reason of the existence of the indemnification obligation), then the reasonable out-of-pocket cost and expense of such counsel shall be paid by the indemnifying party. The indemnifying party will not admit liability or enter into any settlement of a claim that affects the rights or interests of the indemnified party without the prior consent of the indemnified party unless otherwise expressly provided in this Section 6.12.
Appears in 1 contract
Samples: Lease (BlackRock Inc.)
Nonliability and Indemnification. (a) None of Neither Landlord, any Superior Lessor, Lessor or any Superior Mortgagee or Mortgagee, nor any direct or indirect member, partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (whether disclosed or undisclosed), shall be liable to Tenant for:
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; provided, that, except to the extent of the release of liability and waiver of subrogation provided in Section 7.037.03 hereof, the foregoing shall not be deemed to relieve Landlord Landlord, any Superior Lessor or any Superior Mortgagee of any liability to the extent resulting from the gross negligence or willful misconduct of Landlordsuch party, its agents, servants or employees in the operation or maintenance of the Demised Premises;
Premises or the Building, (ii) any loss, injury or damage described in clause (i) above caused by other tenants or persons in, upon or about the Demised PremisesBuilding, or caused by operations in construction of any private, public or quasi-public work; or
, or (iii) even if negligent, consequential damages arising out of any loss of use of the Demised Premises or any equipment, facilities or other Tenant’s Property therein or otherwise.
(b) Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior Mortgagees and each of their respective direct and indirect partners, members, partners, directors, officers, shareholders, principals, agents and employees (each, an “Indemnified Party”), from and against any and all claims arising from or in connection with:
with (i) the conduct or management of the Demised Premises or of any business therein, or any work or thing done, or any condition created, in or about the Demised Premises;
, (ii) any act, omission or negligence of Tenant or any person claiming through or under Tenant or any of their respective direct or indirect members, partners, shareholders, directors, officers, agents, employees or contractors;
, (iii) any accident, injury or damage occurring in, at or upon the Demised Premises (or outside the Premises if arising from or in connection with Tenant’s installations in, or use of, areas outside the Premises;
), (iv) any default by Tenant in the performance of Tenant’s obligations under this lease; and
Lease and (v) any brokerage commission or similar compensation claimed to be due by reason of any proposed subletting or assignment by TenantTxxxxx (irrespective of the exercise by Landlord of any of the options in Section 5.02(b)); together with all costs, expenses and liabilities incurred in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and disbursements; provided, that the foregoing indemnity shall not apply to the extent such claim results from the gross negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 applies) or willful misconduct of the Indemnified Party. If any action or proceeding is brought against any Indemnified Party by reason of any such claim, Tenant, upon notice from such Indemnified Party shall resist and defend such action or proceeding (by counsel reasonably satisfactory to such Indemnified Party).
Appears in 1 contract
Samples: Lease (FaceBank Group, Inc.)
Nonliability and Indemnification. (a) None of Neither Landlord, any Superior Lessor, Lessor or any Superior Mortgagee or Mortgagee, nor any direct or indirect partner, member, partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (whether disclosed or undisclosed), shall be liable to Tenant for:
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; provided, that, except to the extent of the release of liability and waiver of subrogation provided in Section 7.037.03 hereof, the foregoing shall not be deemed to relieve Landlord of any liability to the extent resulting from the gross negligence or willful misconduct of LandlordLandlord or any person claiming through or under Landlord or any of their respective partners, its members, directors, officers, shareholders, principals, agents, servants employees or employees in the operation or maintenance of the Demised Premises;
contractors, (ii) any loss, injury or damage described in clause (i) above caused by other tenants or persons in, upon or about the Demised PremisesBuilding, or caused by operations in construction of any private, public or quasi-public work; or
, or (iii) even if negligentnegligent or in willful misconduct, consequential damages arising out of any loss of use of the Demised Premises or any equipment, facilities or other Tenant’s Property therein or otherwisetherein.
(b) Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior Mortgagees and each of their respective direct and indirect partners, members, partners, directors, officers, shareholders, principals, agents and employees (each, an “Indemnified Party”), from and against any and all claims arising from or in connection with:
with (i) from and after the Commencement Date, the conduct or management of the Demised Premises or of any business therein, or any work or thing done, or any condition created, in or about the Demised Premises;
, (ii) any act, omission or negligence of Tenant or any person claiming through or under Tenant or any of their respective direct or indirect members, partners, shareholdersmembers, directors, officers, shareholders, principals, agents, employees or contractors;
, (iii) from and after the Commencement Date, any accident, injury or damage occurring in, at or upon the Demised Premises;
, (iv) any default by Tenant in the performance of Tenant’s obligations under this lease; and
Lease and (v) any brokerage commission or similar compensation claimed to be due by reason of any proposed subletting Sublease or assignment Assignment by TenantTenant (irrespective of the exercise by Landlord of any of the options in Section 5.02(b)); together with all costs, expenses and liabilities incurred in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and disbursements; provided, that the foregoing indemnity shall not apply to the extent such claim results from the gross negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 below applies) or willful misconduct of the Indemnified Party. If any action or proceeding is brought against any Indemnified Party by reason of any such claim, Tenant, upon notice from such Indemnified Party Party, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to such Indemnified Party, it being agreed that counsel selected by Tenant’s insurance carrier shall be deemed satisfactory to such Indemnified Party).
(c) Subject to the provisions of Section 7.03, Landlord shall indemnify, defend and hold Tenant harmless from and against any and all claims arising from any accident, injury or damage whatsoever caused to any person or the property of any person in or about the common or public areas of the Building (specifically excluding the Premises), except to the extent attributable to the negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 below applies) or willful misconduct of Tenant, its agents or employees. If any action or proceeding is brought against Tenant by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Tenant, it being agreed that counsel selected by Landlord’s insurance carrier shall be deemed satisfactory to Tenant).
Appears in 1 contract
Nonliability and Indemnification. (a) None of Neither Landlord, any Superior Lessor, Lessor or any Superior Mortgagee or Mortgagee, nor any direct or indirect member, partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (whether disclosed or undisclosed), shall be liable to Tenant for:
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; provided, that, except to the extent of the release of liability and waiver of subrogation provided in Section 7.037.03 hereof, the foregoing shall not be deemed to relieve Landlord of any liability to the extent resulting from the gross negligence or the willful misconduct act or failure to act of Landlord, its agents, servants or employees in the operation or maintenance of the Demised Premises;
Premises or the Building, (ii) any loss, injury or damage described in clause (i) above caused by other tenants or persons in, upon or about the Demised PremisesBuilding, or caused by operations in construction of any private, public or quasi-public work; or
, or (iii) even if negligent, consequential damages arising out of any loss of use of the Demised Premises or any equipment, facilities or other Tenant’s 's Property therein or otherwisetherein.
(b) Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior Mortgagees and each of their respective direct and indirect members, partners, directors, officers, shareholders, principals, agents and employees (each, an “"Indemnified Party”"), from and against any and all claims arising from or in connection with:
with (i) the conduct or management of the Demised Premises or of any business therein, or any work or thing done, or any condition created, in or about the Demised Premises;
, (ii) any act, omission or negligence of Tenant or any person claiming through or under Tenant or any of their respective direct or indirect members, partners, shareholders, directors, officers, agents, employees or contractors;
Contractors, (iii) any accident, injury or damage occurring in, at or upon the Demised Premises;
, (iv) any default by Tenant in the performance of Tenant’s 's obligations under this lease; and
Lease and (v) any brokerage commission or similar compensation claimed to be due by reason of any proposed subletting or assignment by TenantTenant (irrespective of the exercise by Landlord of any of the options in Section 5.02(b); together with all costs, expenses and liabilities incurred in connection with each such claim or action or proceeding brought thereon, including, without limitation, all attorneys’ ' fees and disbursements; provided, that the foregoing indemnity shall not apply to the extent such claim results from the gross negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 below applies) or willful misconduct of the Indemnified Party. If any action or proceeding is brought against any Indemnified Party by reason of any such claim, Tenant, upon notice from such Indemnified Party shall resist and defend such action or proceeding (by counsel reasonably satisfactory to such Indemnified Party).
Appears in 1 contract
Samples: Lease (Actv Inc /De/)
Nonliability and Indemnification. (a) None of Neither Landlord, any Superior Lessor, Lessor or any Superior Mortgagee or Mortgagee, nor any direct or indirect member, partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (whether disclosed or undisclosed), shall be liable to Tenant for:
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; provided, that, except to the extent of the release of liability and waiver of subrogation provided in Section 7.038.03 hereof, the foregoing shall not be deemed to relieve Landlord of any liability to the extent resulting from the gross negligence or willful misconduct or negligence of Landlord, its agents, servants or employees in the operation or maintenance of the Demised Premises;
Premises or the Building, (ii) any loss, injury or damage described in clause (i) above caused by other tenants or persons in, upon or about the Demised PremisesBuilding, or caused by operations in construction of any private, public or quasi-public work; or
, or (iii) even if negligent, consequential damages arising out of any loss of use of the Demised Premises or any equipment, facilities or other Tenant’s 's Property therein or otherwisetherein; provided, that, this clause (iii) shall not operate as a waiver by Tenant to its right to join Landlord in any action based on Landlord's negligence.
(b) Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior Mortgagees and each of their respective direct and indirect members, partners, directors, officers, shareholders, principals, agents and employees (each, an “"Indemnified Party”"), from and against any and all claims to the extent arising from or in connection with:
with (i) the conduct and conduct, management, use, occupancy or management manner of use and/or occupancy of the Demised Premises or of any business therein, or any work or thing done, or any condition created, in or about the Demised Premises;
(ii) any act, other act or omission or negligence of Tenant or any person claiming through or under Tenant or any of their respective direct or indirect members, partners, shareholders, directors, officers, agents, employees or contractors;
, in or about the Premises or any other part of the Building and (iii) any accident, injury or damage occurring in, at or upon the Demised Premises;
(iv) any default by Tenant in the performance of Tenant’s obligations under this lease; and
(vii) any brokerage commission or similar compensation claimed to be due by reason of any proposed subletting or assignment by Tenant; together with all costs, expenses expenses, liabilities, losses, damages, penalties and liabilities demands of every kind or nature incurred in connection with each such claim or action or proceeding brought thereon, including, without limitation, all attorneys’ reasonable attorney's fees and disbursementsthe expenses of defense and of enforcing this indemnity; provided, that the foregoing indemnity shall not apply to the extent such claim results from the gross negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 8.03 below applies) or willful misconduct of the Indemnified Party. If any action or proceeding is brought against any Indemnified Party by reason of any such claim, Tenant, upon notice from such Indemnified Party shall resist and defend such action or proceeding (by counsel counsel, including Tenant's in-house counsel, reasonably satisfactory to such Indemnified Party).
(c) In the event of any claim, action or proceeding which may give rise to liability under the indemnity contained in this Section 7.12 or other provisions of this Lease, (a) the indemnified party shall give the indemnifying party prompt notice of such claim or action, (b) the indemnifying party may defend against such claim or action with counsel selected by it, subject to the reasonable approval of indemnified party, which approval shall not be unreasonably withheld or delayed, (c) the indemnified party shall reasonably cooperate with the indemnifying party and its counsel in the defense of such claim or action and, (d) the indemnified party shall not settle such claim or action without indemnifying party's prior written consent, which consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
