Of Landlord. Subject to the terms of Paragraph 17, Tenant shall defend, protect, indemnify and hold harmless Landlord and Landlord’s Agents against and from any and all claims, suits, liabilities, judgments, costs, demands, causes of action and expenses (including, without limitation, reasonable attorneys’ fees, costs and disbursements) arising from (i) the use of the Premises, the Building or the Project by Tenant or Tenant’s Agents, or from any activity done, permitted or suffered by Tenant or Tenant’s Agents in or about the Premises, the Building or the Project, and (ii) any act, neglect, fault, willful misconduct or omission of Tenant or Tenant’s Agents, or from any breach or default in the terms of this Lease by Tenant or Tenant’s Agents, and (iii) any action or proceeding brought on account of any matter in items (i) or (ii); however, the foregoing indemnity shall not be applicable to the extent any claims arising by reason of the negligence or willful misconduct of Landlord or Landlord’s Agents or by the failure of Landlord to observe any of the terms and conditions of this Lease. If any action or proceeding is brought against Landlord by reason of any such claim, upon notice from Landlord, Tenant shall defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord. As a material part of the consideration to Landlord, Tenant hereby releases Landlord and Landlord’s Agents from responsibility for, waives its entire claim of recovery for and assumes all risk of (A) damage to property or injury to persons in or about the Premises, the Building or the Project from any cause whatsoever (except to the extent such matters are caused by the gross negligence or willful misconduct of Landlord or Landlord’s Agents or by the failure of Landlord to observe any of the terms and conditions of this Lease, if such failure has persisted for an unreasonable period of time after written notice of such failure), or (B) loss resulting from business interruption or loss of income at the Premises. The obligations of Tenant under this Paragraph 16(a) shall survive any termination of this Lease.
Of Landlord. Landlord hereby makes the following representations and warranties, each of which is material and being relied upon by Tenant, is true in all respects as of the date of this Lease, and shall survive the expiration or termination of the Lease.
(1) If Landlord is an entity, Landlord is duly organized, validly existing and in good standing under the laws of the state of its organization and the persons executing this Lease on behalf of Landlord have the full right and authority to execute this Lease on behalf of Landlord and to bind Landlord without the consent or approval of any other person or entity. Landlord has full power, capacity, authority and legal right to execute and deliver this Lease and to perform all of its obligations hereunder. This Lease is a legal, valid and binding obligation of Landlord, enforceable in accordance with its terms.
(2) Landlord has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by any creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of its assets, (iv) suffered the attachment or other judicial seizure of all or substantially all of its assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally.
Of Landlord. Tenant shall indemnify and hold harmless Landlord and agents, employees, partners, shareholders, directors, invitees, and independent contractors (collectively "Agents") of Landlord against and from any and all claims, liabilities, judgments, costs, demands, causes of action and expenses (including, without limitation, reasonable attorneys' fees) arising from (1) Tenant's use of the Premises or from any activity done, permitted or suffered by Tenant in or about the Premises or the Property, and (2) any act, neglect, fault, willful misconduct or omission of Tenant, or Tenant's Agents or from any breach or default in the terms of this Lease by Tenant, and (3) any action or proceeding brought on account of any matter in items (1) or (2). If any action or proceeding is brought against Landlord by reason of any such claim, upon notice from Landlord, Tenant shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord. As a material part of the consideration to Landlord, Tenant hereby assumes all risk of damage to property or injury to persons in or about the Premises from any cause whatsoever (except that which is caused by the negligence or willful misconduct by Landlord or its Agents or by the failure of Landlord to observe any of the terms and conditions of this Lease, if such failure has persisted for an unreasonable period of time after written notice of such failure), and Tenant hereby waives all claims in respect thereof against Landlord. The obligations of Tenant under this Paragraph 15 shall survive any termination of this Lease.
Of Landlord. Tenant shall indemnify and hold harmless Landlord and Landlord’s Agents against and from any and all claims, liabilities, judgments, costs, demands, causes of action and expenses (including, without limitation, reasonable attorneys’ fees) arising from (i) the use of the Premises, the Building or the Project by Tenant or Tenant’s Agents, or from any activity done, permitted by Tenant or Tenant’s Agents in or about the Premises, the Building or the Project (including, without limitation, any actions taken by Tenant pursuant to Paragraph 51 below), and (ii) any act, neglect, fault, willful misconduct or omission of Tenant or Tenant’s Agents, or from any breach or default in the terms of this Lease by Tenant or Tenant’s Agents, and (iii) any action or proceeding brought on account of any matter in items (i) or (ii). If any action or proceeding is brought against Landlord by reason of any such claim, upon notice from Landlord, Tenant shall defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord. As a material part of the consideration to Landlord, Tenant hereby releases Landlord and Landlord’s Agents from responsibility for, waives its entire claim of recovery for and assumes all risk of (A) damage to property or injury to persons in or about the Premises, the Building or the Project from any cause whatsoever (except that which is caused by the gross negligence or willful misconduct of Landlord or Landlord’s Agents or by the failure of Landlord to observe any of the terms and conditions of this Lease, if such failure has persisted for an unreasonable period of time after written notice of such failure), or (B) loss resulting from business interruption or loss of income at the Premises. The obligations of Tenant under this Paragraph 16(a) shall survive any termination of this Lease.
Of Landlord. Tenant shall indemnify and hold harmless Landlord and Landlord's Agents against and from any and all claims, liabilities, judgments, costs, demands, causes of action and expenses (including, without limitation, reasonable attorneys' fees) arising from (i) the use of the Premises, the Building or the Project by Tenant or Tenant's Agents, or from any activity done, permitted or suffered by Tenant or Tenant's Agents in or about the Premises, the Building or the Project, and (ii) any act, neglect, fault, willful misconduct or omission of Tenant or Tenant's Agents, or from any breach or default in the terms of this Lease by Tenant or Tenant's Agents, and (iii) any action or proceeding brought on account of any matter in items (i) or (ii). If any action or proceeding is brought against Landlord by reason of any such claim, upon notice from Landlord, Tenant shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord. As a material part of the consideration to Landlord, Tenant hereby releases Landlord and Landlord's Agents from responsibility for, waives its entire claim
Of Landlord. As a material inducement to Tenant to enter into this Agreement, Landlord represents and warrants to Tenant that, as of the date of this Agreement:
Of Landlord. Tenant shall indemnify and hold harmless Landlord, and its agents, employees, partners, shareholders, officers, directors, invitees, and independent contractors (collectively "Agents") of Landlord against and from any and all claims, liabilities, judgments, costs, demands, causes of action and expenses (including, without limitation, reasonable attorneys' fees) arising from Tenant's use of the Premises or from any activity done, permitted or suffered by Tenant in or about the Premises. If any action or proceeding is brought against Landlord by reason of any such claim, upon notice from Landlord, Xxxxxx shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord.
Of Landlord. As of this date hereof, and as of the commencement date, Landlord warrants to Tenant the following:
i. the execution, delivery and performance of this Lease by Landlord and the consummation of the transactions contemplated by Landlord:
A. are within Landlord's powers, are not in contravention of law or of the terms of Landlord's Limited Partnership Agreement or any amendments thereto and have been duly and properly authorized by all appropriate partnership action;
B. will neither conflict with nor result in any breach or contravention of, nor permit the acceleration of the maturity of, or the creation of any lien under, any indenture, mortgage, agreement, lease, contract, instrument or understanding to which Landlord is a party or by which Landlord or the Premises are bound;
C. are and will constitute the valid and legally binding obligation of Landlord, enforceable in accordance with the terms of this Lease, except as enforceability may be restricted, omitted, or delayed by applicable bankruptcy or other laws affecting creditors' rights generally and except as enforceability may be subject to general principles of equity.
ii. Landlord has not received notice of a violation of any applicable ordinance or other law, order, regulation, or requirement, and has not received notice of condemnation, lien, assessment or the like, relating to any part of the Land, the Building or the operation thereof and, to the best of Landlord's knowledge, there is not presently contemplated or proposed and condemnation operation thereof.
iii. Landlord has no knowledge that the Land or the Building is in violation of any federal, state or local statutes, regulations, laws or orders pertaining to environmental matters, including, without limitation, the comprehensive Environmental Response Compensation and Liability Act ("CERCLA"), the Environmental Cleanup Responsibility Act ("ECRA") and the Resource Conservation and Recovery Act ("RCRA"). To the best of Landlord's knowledge, no Hazardous Substances (which for purposes of this Section 27 c. shall mean and include polychlorinated biphenyls, asbestos and any substances, materials, constituents, waste or other elements which are included under or regulated by any federal, state or local law, rule or regulation pertaining to environmental regulations, contamination, clean-up or disclosures, including, without limitation, CERCLA, ECRA and RCRA) have been or through the Term will be, disposed of on or released or discharged from (inc...
Of Landlord. If Tenant does not cure its default within the applicable cure period(s), then Landlord shall be entitled to (i) re-enter the Demised Premises and remove all persons and property there from by any suitable action or proceeding at law and repossess and enjoy the Demised Premises, (ii) repair, alter, or change the Demised Premises as it deems fit, (iii) relet at any time all or any part of the Demised Premises, (iv) terminate this Lease; provided that such termination shall not release Tenant from any of its obligations contained in this Lease for the balance of the Term, (v) cure the default and assess against Tenant the cost of curing the default, or (vi) exercise any other remedy available at law or in equity. All rights and remedies available herein or at law or in equity shall be cumulative with each other upon the election of Landlord. The exercise by Landlord of any right or remedy granted in this Section 23(a) shall not relieve Tenant from the obligation to pay the Annual Rent and any other amount due hereunder, and to fulfill all other terms, covenants and conditions required by this Lease, at the time and in the manner provided herein. Tenant throughout the Term shall pay Landlord, no later than the last day of each calendar month, the amount of the costs due to Landlord resulting from such default by Tenant, less the proceeds received by Landlord from reletting the Demised Premises. Any excess rent or amounts received by Landlord over and above sums due Landlord by Tenant from reletting the Demised Premises as a result of such default by Tenant shall remain the sole property of Landlord.
Of Landlord. An assignment or subletting without the written consent of Landlord shall be void and shall, at the option of Landlord, terminate this lease.
