Common use of Presence of Hazardous Materials/Indemnity Clause in Contracts

Presence of Hazardous Materials/Indemnity. If Hazardous Materials are present on or under the Premises in amounts, concentrations or in a manner in violation of Environmental Law by reason of the acts or omissions of Tenant or its agents, representatives, contractors, officers, directors, employees, licensees or invitees, Tenant shall: (i) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions necessary to clean up and remove all such Hazardous Materials on, under, from or affecting the Premises in accordance with all applicable Environmental Law; (ii) defend, indemnify and hold harmless Landlord, its employees, agents, officers and directors from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including attorneys’ fees) of whatever kind or nature, known or unknown, contingent or otherwise, arising out of or in any way related to: (A) the presence, disposal, release or threatened release of any such Hazardous Materials on over, under, from or affecting the Premises or the soil, water, vegetation, buildings, personal property, persons or animals on, in over or under the Premises; (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials; (C) any lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Material; and/or (D) any violations of laws, orders, regulations, requirements or demands of government authorities, or any reasonable policies or requirements of Landlord (and in the case Landlord’s requirements of which Tenant was provided prior written notice), which are based upon or in any way related to such Hazardous Materials, including without limitation, reasonable attorney’s and reasonable consultant’s fees, investigation and laboratory fees, court costs and out-of-pocket litigation expenses. In no event shall Tenant have any liability for: (i) conditions not in existence on the day Landlord, its successors or assigns, takes possession of the Premises from Tenant, (ii) conditions existing prior to the date Tenant takes possession of the Premises, or (iii) conditions aggravated or worsened (but only to the extent so aggravated or worsened) by Landlord, or its successors, assigns or any third party, after the date Landlord or its successors and assigns takes such possession of the Premises. Landlord shall give Tenant prompt notice of any claim or information of which Landlord has knowledge that is likely to give rise to a claim for defense, indemnity or hold harmless under this Section, and shall permit Tenant’s involvement in the defense of any such claim as reasonably requested by Tenant. Neither Landlord nor Tenant shall settle or pay any third party claim with respect to any claim hereunder, except upon the written approval of both Landlord and Tenant. The provisions hereof shall be in addition to any and all other obligations and liabilities Tenant may have to the Landlord at law or in equity and shall survive termination of this Lease and the satisfaction of all other obligations of Tenant hereunder.

Presence of Hazardous Materials/Indemnity. If Hazardous Materials are ----------------------------------------- present on or under the Premises in amounts, concentrations or in a manner in violation of Environmental Law by reason of the acts or omissions of Tenant or its agents, representatives, contractors, officers, directors, employees, licensees or invitees, Tenant shall: (i) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions necessary to clean up and remove all such Hazardous Materials on, under, from or affecting the Premises in accordance with all applicable Environmental Law; (ii) defend, indemnify and hold harmless Landlord, its employees, agents, officers and directors from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including attorneys’ attorney's fees) of whatever kind or nature, known or unknown, contingent or otherwise, arising out of or in any way related to: (A) the presence, disposal, release or threatened release of any such Hazardous Materials on on, over, under, from or affecting the Premises or the soil, water, vegetation, buildings, personal property, persons or animals on, in in, over or under the Premises; (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials; (C) any lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Material; and/or (D) any violations violation of laws, orders, regulations, requirements or demands of government authorities, or any reasonable policies or requirements of Landlord (and in the case Landlord’s 's requirements of which Tenant was provided prior written notice), which are based upon or in any way related to such Hazardous Materials, including including, without limitation, reasonable attorney’s 's and reasonable consultant’s 's fees, investigation and laboratory fees, court costs and out-of-pocket litigation expenses. In no event shall Tenant have any liability for: (i) conditions not in existence on the day Landlord, its successors or assigns, takes possession of the Premises from Tenant, (ii) conditions existing prior to the date Tenant takes possession of the Premises, or (iii) conditions aggravated or worsened (but only to the extent so aggravated or worsened) by Landlord, or its successors, assigns or any third party, after the date Landlord or its successors and assigns takes such possession of the Premises. Landlord shall give Tenant prompt notice of any claim or information of which Landlord has knowledge that is likely to give rise to a claim for defense, indemnity or hold harmless under this Section, and shall permit Tenant’s 's involvement in the defense of any such claim as reasonably requested by Tenant. Neither Landlord nor Tenant shall settle or pay any third party claim with respect to any claim hereunder, except upon the written approval of both Landlord and Tenant. The provisions hereof shall be in addition to any and all other obligations and liabilities Tenant may have to the Landlord at law or in equity and shall survive termination of this Lease and the satisfaction of all other obligations of Tenant hereunder.

Presence of Hazardous Materials/Indemnity. If Hazardous Materials are present on or under the Premises in amounts, concentrations or in as a manner in violation of Environmental Law by reason result of the acts or omissions of Tenant or its agents, representatives, contractors, officers, directors, employees, licensees or inviteesTenant, Tenant shall: (i1) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions necessary to clean up and remove all such Hazardous Materials on, under, from or affecting the Premises in accordance with all applicable Environmental Law; (ii) defend, indemnify and hold harmless Landlord, its employees, agents, officers and directors from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including attorneys’ fees) of whatever kind or nature, known or unknown, contingent or otherwise, arising out of or in any way related to: (A) the presence, disposal, release or threatened release of any such Hazardous Materials on on, over, under, from or affecting the Premises or the soil, water, vegetation, buildings, personal property, persons or animals on, in over or under the Premisesthereon; (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials; (C) any lawsuit brought or threatened, settlement reached or government order relating to such Hazardous MaterialMaterials; and/or or (D) any violations violation of laws, orders, regulations, requirements or demands of government authorities, or any reasonable policies or requirements of Landlord (and in the case Landlord’s requirements of which Tenant was provided prior written notice), which are based upon or in any way related to such Hazardous Materials, including including, without limitation, reasonable 20 attorney’s and reasonable consultant’s fees, investigation and laboratory fees, court costs and out-of-pocket litigation expenses. In no event shall Tenant have any liability for: (i) any act of negligence of the Landlord or its successors or assigns, (ii) conditions not in existence on the day Landlord, its successors or assigns, takes possession of the Premises from Tenant, (ii) conditions existing prior to the date Tenant takes possession of the Premises, or ; (iii) conditions caused by, aggravated or worsened (but only to the extent so aggravated or worsened) by Landlord, or its successors, assigns or any third party, after the date Landlord or its successors and assigns takes such possession possession; or (iv) conditions caused or permitted by Landlord, any previous or current tenant of the PremisesBuilding, any previous owner or previous owners’ tenants, or anyone other than Tenant its affiliates, agents, contractors, vendors or invitees. Landlord In any event, provided enforcement is stayed, there shall give Tenant prompt notice of any claim or information of which Landlord has knowledge that is likely to give rise to a claim for defense, indemnity or hold harmless under this Section, and shall permit Tenant’s involvement in the defense of any such claim as reasonably requested by Tenant. Neither Landlord nor Tenant shall settle or pay any third party claim be no liability with respect to a Hazardous Materials “clean up” until Tenant’s rights to appeal any claim hereundergovernmental order (state or federal) relating to a “clean up” shall have been exhausted, except upon the written approval of both Landlord and Tenant. The provisions hereof shall be in addition to any and all other obligations and liabilities Tenant may have to the Landlord at law waived, or in equity and shall survive termination of this Lease and the satisfaction of all other obligations of Tenant hereunderterminated.

Presence of Hazardous Materials/Indemnity. If Hazardous Materials are present on or under the Premises in amounts, concentrations or in as a manner in violation of Environmental Law by reason result of the acts or omissions of Tenant or its agents, representatives, contractors, officers, directors, employees, licensees or inviteesTenant, Tenant shall: (i1) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions necessary to clean up and remove all such Hazardous Materials on, under, from or affecting the Premises in accordance with all applicable Environmental Law; (ii) defend, indemnify and hold harmless Landlord, its employees, agents, officers and directors from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including attorneys’ fees) of whatever kind or nature, known or unknown, contingent or otherwise, arising out of or in any way related to: (A) the presence, disposal, release or threatened release of any such Hazardous Materials on on, over, under, from or affecting the Premises or the soil, water, vegetation, buildings, personal property, persons or animals on, in over or under the Premisesthereon; (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials; (C) any lawsuit brought or threatened, settlement reached or government order relating to such Hazardous MaterialMaterials; and/or or (D) any violations violation of laws, orders, regulations, requirements or demands of government authorities, or any reasonable policies or requirements of Landlord (and in the case Landlord’s requirements of which Tenant was provided prior written notice), which are based upon or in any way related to such Hazardous Materials, including including, without limitation, reasonable attorney’s and reasonable consultant’s fees, investigation and laboratory fees, court costs and out-of-pocket litigation expenses. In no event shall Tenant have any liability for: (i) any act of negligence of the Landlord or its successors or assigns, (ii) conditions not in existence on the day Landlord, its successors or assigns, takes possession of the Premises from Tenant, (ii) conditions existing prior to the date Tenant takes possession of the Premises, or ; (iii) conditions caused by, aggravated or worsened (but only to the extent so aggravated or worsened) by Landlord, or its successors, assigns or any third party, after the date Landlord or its successors and assigns takes such possession possession; or (iv) conditions caused or permitted by Landlord, any previous or current tenant of the PremisesBuilding, any previous owner or previous owners’ tenants, or anyone other than Tenant its affiliates, agents, contractors, vendors or invitees. Landlord In any event, provided enforcement is stayed, there shall give Tenant prompt notice of any claim or information of which Landlord has knowledge that is likely to give rise to a claim for defense, indemnity or hold harmless under this Section, and shall permit Tenant’s involvement in the defense of any such claim as reasonably requested by Tenant. Neither Landlord nor Tenant shall settle or pay any third party claim be no liability with respect to a Hazardous Materials “clean up” until Tenant’s rights to appeal any claim hereundergovernmental order (state or federal) relating to a “clean up” shall have been exhausted, except upon the written approval of both Landlord and Tenant. The provisions hereof shall be in addition to any and all other obligations and liabilities Tenant may have to the Landlord at law waived, or in equity and shall survive termination of this Lease and the satisfaction of all other obligations of Tenant hereunderterminated.

Presence of Hazardous Materials/Indemnity. If Tenant fails to comply with ------------------------------------------ this Section 33 or if Hazardous Materials are present at, on or under or migrate from the Premises in amounts, concentrations after the Commencement Date by Tenant's breach of Section 33.02 or in a manner in violation of Environmental Law by reason of the acts an act or omissions omission of Tenant or any of its agents, affiliates, subsidiaries, representatives, contractors, officers, directors, employees, licensees successors or inviteesassigns after the Commencement Date, Tenant shall: (i) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions necessary to clean up and remove all such Hazardous Materials on, under, from or affecting the Premises in accordance with all applicable Environmental LawLaw ("Remediation Activities"); provided that, Tenant shall (A) keep Landlord informed of any Remediation Activities being planned or conducted and shall provide sufficient notice of such Remediation Activities to enable Landlord to comment thereon, (B) consider in good faith any comments by Landlord regarding Remediation Activities and (C) secure state approval (if and to the extent applicable state procedures provide for such) upon completion of any Remediation Activities in a form reasonably acceptable to Landlord; and (ii) defend, indemnify and hold harmless Landlord, its employees, agents, officers and directors from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including attorneys’ fees) of whatever kind or nature, known or unknown, contingent or otherwise, arising out of or in any way related to: (A) the presence, disposal, release or threatened release of any such Hazardous Materials on on, over, under, from or affecting the Premises or the soil, water, vegetation, buildings, personal property, persons or animals on, in over or under the Premisesthereon; (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials; (C) any lawsuit brought or threatened, settlement reached or government order relating to such Hazardous MaterialMaterials; and/or or (D) any violations violation of laws, orders, regulations, requirements or demands of government authorities, or any reasonable policies or requirements of Landlord (and in the case Landlord’s requirements of which Tenant was provided prior written notice), which are based upon or in any way related to such Hazardous Materials, including including, without limitation, reasonable attorney’s 's and reasonable consultant’s 's fees, investigation and laboratory fees, court costs and out-of-pocket litigation expenses. In no event shall Tenant have any liability for: (i) any act of negligence of the Landlord or its agents, affiliates, subsidiaries, representatives, successors or assigns, (ii) conditions not in existence on the day such date as Landlord, its successors or assigns, takes possession of the Premises from Tenant, (ii) conditions existing prior to the date Tenant re-takes possession of the Premises; or (iii) conditions aggravated or worsened by Landlord, or its agents, affiliates, subsidiaries, representatives, successors, assigns or any third party, after such date as Landlord or its successors and assigns re-takes such possession. Tenant shall have the right to contest in good faith the applicability or any alleged violation of any Environmental Law. In any event, provided enforcement is stayed, there shall be no liability with respect to any Remediation Activities until Tenant's rights to appeal any governmental order (state or federal) relating to such Remediation Activities shall have been exhausted, waived, or terminated, provided that nothing herein shall alter Tenant's obligations pursuant to Section 15.01 with respect to liens. If Hazardous Materials are present at, on or under or migrate from the Premises (i) by an act or omission of Landlord, any tenant other than Tenant or any of Landlord's agents, affiliates, subsidiaries, representatives, successors or assigns or (ii) prior to the Commencement Date, Landlord shall defend, indemnify and hold harmless Tenant, its employees, agents, officers and directors from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, contingent or otherwise, arising out of or in any way related to: (A) the presence, disposal, release or threatened release of any such Hazardous Materials on, over, under, from or affecting the Premises or the soil, water, vegetation, buildings, personal property, persons or animals thereon; (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials; (C) any lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials; or (D) any violation of laws, orders, regulations, requirements or demands of government authorities which are based upon or in any way related to such Hazardous Materials, including, without limitation, attorney's and consultant's fees, investigation and laboratory fees, court costs and litigation expenses; provided, however, that nothwithstanding anything herein to the contrary, in no event shall Landlord have any liability for: (i) any act of negligence of Tenant or its agents, affiliates, subsidiaries, representatives, successors or assigns, (ii) any act or omission of Tenant or its agents, affiliates, subsidiaries, representatives, successors or assigns prior to Commencement Date, or (iii) conditions aggravated or worsened (but only to the extent so aggravated or worsened) by LandlordTenant, or its successorsagents, assigns affiliates, subsidiaries, representatives, successors or any third party, after the date Landlord or its successors and assigns takes such possession of the Premises. Landlord shall give Tenant prompt notice of any claim or information of which Landlord has knowledge that is likely to give rise to a claim for defense, indemnity or hold harmless under this Section, and shall permit Tenant’s involvement in the defense of any such claim as reasonably requested by Tenant. Neither Landlord nor Tenant shall settle or pay any third party claim with respect to any claim hereunder, except upon the written approval of both Landlord and Tenant. The provisions hereof shall be in addition to any and all other obligations and liabilities Tenant may have to the Landlord at law or in equity and shall survive termination of this Lease and the satisfaction of all other obligations of Tenant hereunderassigns.