Release and Indemnity. 16.1 Tenant shall indemnify, defend and hold harmless Landlord against and from any and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, arising from or out of Tenant's use of the Premises or from the conduct of its business or from any activity, work, or other things done, permitted or suffered by the Tenant in or about the Premises or Tenant's reserved parking spaces. Tenant shall further indemnify, defend and hold Landlord harmless from any and all claims arising from any negligent act or omission or willful misconduct of Tenant, or any officer, agent, employee, contractor, guest, or invitee of Tenant, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Landlord by reason of such claim. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in the Premises, from any cause except to the extent arising out of or resulting from Landlord's (or its agents', employees' or contractors' ) negligent act or omission or willful misconduct. Tenant shall give prompt notice to Landlord in case of casualty or accidents in the Premises. 16.2 Landlord shall indemnify, defend and hold harmless Tenant against and from any and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, arising from or out of any activity, work, or other things done by Landlord, its agents, employees or contractors in or about the Outdoor Areas and Common Areas on Landlord's Parcels. Landlord shall further indemnify, defend and hold Tenant harmless from any and all claims arising from the negligent act or omission or willful misconduct of Landlord, or any officer, agent, employee, or contractor of Landlord while on any of Landlord's Parcels or Buildings, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Tenant by reason of such claim. 16.3 Except to the extent arising out of or resulting from Landlord's negligent act or omission or willful misconduct, Landlord shall not be liable for injury or damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees or customers, or by any other person in or about the Premises caused by or resulting from fire, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether said damage or injury results from conditions arising upon the Premises or from other sources. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of the Building. Notwithstanding the foregoing, nothing contained herein shall limit any representations, warranties or covenants of Landlord set forth in this Lease, or any warranties provided with respect to work performed by Landlord's contractors. Further, notwithstanding the foregoing, the terms of Article 12 shall govern with respect to any events of casualty.
Appears in 4 contracts
Samples: Lease Agreement (Formfactor Inc), Lease Agreement (Formfactor Inc), Lease Agreement (Formfactor Inc)
Release and Indemnity. 16.1 Tenant The Parent and each Borrower hereby agrees, on behalf of itself and its Affiliates, that neither the Administrative Agent nor any Lender shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss of any mortgage recording tax credits pertaining to any Assigned Mortgage, any Split Empire State Mortgage or any Split Revolver Secured Mortgage. Furthermore, and without limitation of any of the Borrowers’ obligations under Section 10.04(b), each Borrower shall and hereby jointly and severally agrees to indemnify, defend and hold harmless Landlord the Administrative Agent, each Lender and each other Indemnitee from and against and from any and all losses, costs, claims, actions, damages, liability liabilities, deficiencies, judgments or expenses of every kind and expensesnature (including, including reasonable attorneys' feeswithout limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel (which shall be limited to one special counsel to all such parties, where appropriate, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee for whom such joint representation results in a conflict of interest) incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith) incurred by any Indemnitee in connection with, arising from out of, or out of Tenant's use by reason of, any of the Premises transactions or from the conduct arrangements contemplated under this Section 2.22) or any suit, cause of its business action, claim, arbitration, investigation or from any activitysettlement, workconsent decree, subpoena or other things doneproceeding relating thereto, permitted or suffered by the Tenant in or about the Premises or Tenant's reserved parking spaces. Tenant shall further indemnifyincluding, defend and hold Landlord harmless from without limitation, any and all claims arising from any negligent act or omission or willful misconduct of Tenantlosses, or any officercosts, agent, employee, contractor, guest, or invitee of Tenant, and from all costsclaims, damages, attorneys' feesliabilities, and liabilities incurred in defense deficiencies, judgments or expenses resulting from (i) the failure of any such claim Person to pay any mortgage recording taxes associated with any Assigned Mortgage and/or any Split Empire State Mortgage and/or any Split Revolver Secured Mortgage and (ii) the splitting, spreading and/or assignment of any action or proceeding brought thereon, including Assigned Mortgage and any action or proceeding brought against Landlord by reason of such claim. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in the Premises, from any cause except to the extent arising out of or resulting from Landlord's (or its agents', employees' or contractors' ) negligent act or omission or willful misconduct. Tenant shall give prompt notice to Landlord in case of casualty or accidents in the Premises.
16.2 Landlord shall indemnify, defend and hold harmless Tenant against and from any and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, arising from or out 109 related splitting and/or assignment of any activity, work, or other things done by Landlord, its agents, employees or contractors in or about Indebtedness under the Outdoor Areas and Common Areas on Landlord's Parcels. Landlord shall further indemnify, defend and hold Tenant harmless from any and all claims arising from the negligent act or omission or willful misconduct of Landlord, Term A Note or any officer, agent, employee, or contractor of Landlord while on any of Landlord's Parcels or Buildings, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Tenant by reason of such claimRevolving Credit Note.
16.3 Except to the extent arising out of or resulting from Landlord's negligent act or omission or willful misconduct, Landlord shall not be liable for injury or damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees or customers, or by any other person in or about the Premises caused by or resulting from fire, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether said damage or injury results from conditions arising upon the Premises or from other sources. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of the Building. Notwithstanding the foregoing, nothing contained herein shall limit any representations, warranties or covenants of Landlord set forth in this Lease, or any warranties provided with respect to work performed by Landlord's contractors. Further, notwithstanding the foregoing, the terms of Article 12 shall govern with respect to any events of casualty.
Appears in 2 contracts
Samples: Credit Agreement (Empire State Realty OP, L.P.), Credit Agreement (Empire State Realty Trust, Inc.)
Release and Indemnity. 16.1 As material consideration to Landlord, Tenant agrees that, except as otherwise provided herein, Landlord shall not be liable to Tenant for any damage to Tenant or Tenant's property from any cause, except for damages resulting from Landlord's gross negligence or willful misconduct or resulting from Landlord's ordinary negligence to the extent that (i) Landlord and/or its property manager for the Project has received prior notice specifically describing the activity or condition allegedly constituting ordinary negligence by Landlord, and Landlord thereafter continues to engage in such activity or otherwise fails to commence and diligently pursue to completion the cure of such activity or condition within a reasonable period of time, and (ii) the results of such ordinary negligence are not covered by insurance required to be carried by Landlord or Tenant under the terms of this Lease, and, except as otherwise provided herein, Tenant waives all claims against Landlord for damage to persons or property arising for any reason, except for damage resulting directly from Landlord's gross negligence or willful misconduct (or resulting from Landlord's ordinary negligence to the extent that (i) Landlord and/or its property manager for the Project has received prior notice specifically describing the activity or condition allegedly constituting ordinary negligence by Landlord, and Landlord thereafter continues to engage in such activity or otherwise fails to commence and diligently pursue to completion the cure of such activity or condition within a reasonable period of time, and (ii) the results of such ordinary negligence are not covered by insurance required to be carried by Landlord or Tenant under the terms of this Lease) or Landlord's breach of this Lease. Except to the extent otherwise provided herein, Tenant shall indemnify, defend indemnify and hold Landlord, its subsidiaries, officers, shareholders, directors, agents and employees harmless Landlord against and from any and all claims, actions, damages, liability and expenses, damages including reasonable attorneys' fees, fees and costs arising from or out of any damage to any person or property occurring in, on or about the Premises or Tenant's use of the Premises or from the conduct of its business or from any activity, work, or other things done, permitted or suffered by the Tenant in or about the Premises or Tenant's reserved parking spaces. Tenant shall further indemnify, defend and hold Landlord harmless from any and all claims arising from any negligent act or omission or willful misconduct of Tenant, or any officer, agent, employee, contractor, guest, or invitee of Tenant, and from all costs, damages, attorneys' fees, and liabilities incurred in defense breach of any such claim term of any action or proceeding brought thereonthis Lease. Furthermore, including any action or proceeding brought against Landlord by reason of such claim. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in the Premises, from any cause except to the extent arising out of or resulting from Landlord's (or its agents', employees' or contractors' ) negligent act or omission or willful misconduct. Tenant shall give prompt notice to Landlord in case of casualty or accidents in the Premises.
16.2 Landlord shall indemnify, defend defend, and hold harmless Tenant against and its affiliates from liability for any and all claims, actions, damages, liability liabilities and expenses, costs (including reasonable attorneys' fees, fees and disbursements) arising from or out the gross negligence and willful misconduct of any activity, work, or other things done by Landlord, its agents, employees employees, contractors, invitees and licensees or contractors in or about the Outdoor Areas and Common Areas on arising from Landlord's Parcels. Landlord shall further indemnify, defend and hold Tenant harmless from any and all claims arising from the negligent act or omission or willful misconduct of Landlord, or any officer, agent, employee, or contractor of Landlord while on any of Landlord's Parcels or Buildings, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Tenant by reason of such claim.
16.3 Except ordinary negligence to the extent arising out of that (i) Landlord and/or its property manager for the Project has received prior notice specifically describing the activity or resulting from Landlord's negligent act or omission or willful misconduct, Landlord shall not be liable for injury or damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees or customers, or by any other person in or about the Premises caused by or resulting from fire, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether said damage or injury results from conditions arising upon the Premises or from other sources. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of the Building. Notwithstanding the foregoing, nothing contained herein shall limit any representations, warranties or covenants of Landlord set forth in this Lease, or any warranties provided with respect to work performed condition allegedly constituting ordinary negligence by Landlord's contractors. Further, notwithstanding and Landlord thereafter continues to engage in such activity or otherwise fails to commence and diligently pursue to completion the foregoingcure of such activity or condition within a reasonable period of time, and (ii) the results of such ordinary negligence are not covered by insurance required to be carried by Landlord or Tenant under the terms of Article 12 shall govern with respect this Lease. This indemnification is in addition to any events that indemnification by Landlord provided in Section 8.f. of casualtythis Lease.
Appears in 2 contracts
Samples: Standard Modified Gross Office Lease (WWW Holdings Inc), Standard Modified Gross Office Lease (Earthlink Inc)
Release and Indemnity. 16.1 Tenant shall indemnify, defend and hold harmless Landlord against and from any and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, arising from or out of Tenant's use of the Premises or from the conduct of its business or from any activity, work, or other things done, permitted or suffered by the Tenant in or about the Premises or Tenant's reserved parking spaces. Tenant shall further indemnify, defend and hold Landlord harmless from any and all claims arising from any negligent act or omission or willful misconduct of Tenant, or any officer, agent, employee, contractor, guest, or invitee of Tenant, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Landlord by reason of such claim. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in the Premises, from any cause except to the extent arising out of or resulting from Landlord's (or its agents', employees' or contractors' ') negligent act or omission or willful misconduct. Tenant shall give prompt notice to Landlord in case of casualty or accidents in the Premises.
16.2 Landlord shall indemnify, defend and hold harmless Tenant against and from any and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, arising from or out of any activity, work, or other things done by Landlord, its agents, employees or contractors in or about the Outdoor Areas and Common Areas on Landlord's Parcels. Landlord shall further indemnify, defend and hold Tenant harmless from any and all claims arising from the negligent act or omission or willful misconduct of Landlord, or any officer, agent, employee, or contractor of Landlord while on any of Landlord's Parcels or Buildings, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Tenant by reason of such claim.
16.3 Except to the extent arising out of or resulting from Landlord's negligent act or omission or willful misconduct, Landlord shall not be liable for injury or damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees or customers, or by any other person in or about the Premises caused by or resulting from fire, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether said damage or injury results from conditions arising upon the Premises or from other sources. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of the Building. Notwithstanding the foregoing, nothing contained herein shall limit any representations, warranties or covenants of Landlord set forth in this Lease, or any warranties provided with respect to work performed by Landlord's contractors. Further, notwithstanding the foregoing, the terms of Article 12 shall govern with respect to any events of casualty.
Appears in 2 contracts
Samples: Lease Agreement (Formfactor Inc), Lease Agreement (Formfactor Inc)
Release and Indemnity. 16.1 Tenant shall indemnify, defend and hold harmless Landlord against and from any and all claims, actions, damages, liability and expenses, including reasonable attorneys' ’ fees, arising from or out of Tenant's ’s use of the Premises or from the conduct of its business or from any activity, work, or other things done, permitted or suffered by the Tenant in or about the Premises or Tenant's ’s reserved parking spaces. Tenant shall further indemnify, defend and hold Landlord harmless from any and all claims arising from any negligent act or omission or willful misconduct of Tenant, or any officer, agent, employee, contractor, guest, or invitee of Tenant, and from all costs, damages, attorneys' attorney’s fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Landlord by reason of such claim. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in the Premises, from any cause except to the extent arising out of or resulting from Landlord's ’s (or its agents'’, employees' ’ or contractors' ’) negligent act or omission or willful misconduct. Tenant shall give prompt notice to Landlord in case of casualty or accidents in the Premises.
16.2 Landlord shall indemnify, defend and hold harmless Tenant against and from any and all claims, actions, damages, liability and expenses, including reasonable attorneys' ’ fees, arising from or out of any activity, work, or other things done by Landlord, its agents, employees or contractors in or about the Outdoor Areas and Common Areas on Landlord's ’s Parcels. Landlord shall further indemnify, defend and hold Tenant harmless from any and all claims arising from the negligent act or omission or willful misconduct of Landlord, or any officer, agent, employee, or contractor of Landlord while on any of Landlord's ’s Parcels or Buildings, and from all costs, damages, attorneys' attorney’s fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Tenant by reason of such claim.
16.3 Except to the extent arising out of or resulting from Landlord's ’s negligent act or omission or willful misconduct, Landlord shall not be liable for injury or damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees or customers, or by any other person in or about the Premises caused by or resulting from fire, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether said damage or injury results from conditions arising upon the Premises or from other sources. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of the Building. Notwithstanding the foregoing, nothing contained herein shall limit any representations, warranties or covenants of Landlord set forth in this Lease, or any warranties provided with respect to work performed by Landlord's ’s contractors. Further, notwithstanding the foregoing, the terms of Article 12 shall govern with respect to any events of casualty.
Appears in 1 contract
Samples: Lease Agreement (Formfactor Inc)
Release and Indemnity. 16.1 Tenant shall indemnifya. Visitor hereby releases, defend waives, forever discharges, and hold harmless Landlord against and from any covenants not to sue SHCA, its respective agents, officers, directors, employees, representatives, tenants, partners, and all claimsother persons or entities associated with SHCA (all of the foregoing parties, actionsincluding without limitation SHCA, are collectively referred to hereinafter as the “Released Parties”), with respect to all losses, damages, liability and expenses, claims, causes of action, judgments or other liabilities (including reasonable attorneys' fees’ fees and costs), whether known or unknown, arising from or out of Tenant's any injury, damage, death or other loss in any way connected with Visitor’s use of the Premises Gym or from the conduct of its business or from any activity, work, or other things done, permitted or suffered by the Tenant in Visitor’s presence on or about the Premises Property. Visitor hereby waives all claims it may have against the Released Parties, and agrees that neither Visitor, nor anyone acting by, through or Tenant's reserved parking spaces. Tenant shall further indemnifyon behalf of Visitor, will make a claim or file a lawsuit of any kind against any one or more of the Released Parties, as a result of any injury, damage, death or other loss suffered regardless of the negligence of any person, including but not limited to the negligence of any one or more of the Released Parties.
b. Visitor hereby agrees, to defend and indemnify (“indemnify” meaning protect by reimbursement or payment) and hold Landlord each of the Released Parties harmless from any and with respect to all claims arising from any negligent act or omission or willful misconduct of Tenant, or any officer, agent, employee, contractor, guest, or invitee of Tenant, and from all costslosses, damages, expenses, claims, causes of action, judgments or other liabilities (including attorneys' fees’ fees and costs), and liabilities incurred in defense of any such claim of any action whether known or proceeding brought thereon, including any action or proceeding brought against Landlord by reason of such claim. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in the Premises, from any cause except to the extent unknown: (i) arising out of any injury, damage, death or resulting from Landlord's (other loss in any way connected with Visitor’s use of the Gym or its agents'Visitor’s presence on or about the Property, employees' or contractors' ) negligent act or omission or willful misconduct. Tenant shall give prompt notice to Landlord in case regardless of casualty or accidents in the Premises.
16.2 Landlord shall indemnify, defend and hold harmless Tenant against and from negligence of any and all claims, actions, damages, liability and expensesperson, including reasonable attorneys' feesbut not limited to the negligence of any one or more of the Released Parties; and/or, (ii) brought by a co-visitor or any other person, including anyone acting by, through or on behalf of Visitor, arising from or out of any activityinjury, workdamage, death or other things done loss claimed to be caused, in whole or in part, by Landlord, its agents, employees Visitor’s use of the Gym or contractors in Visitor’s presence on or about the Outdoor Areas Property, regardless of the negligence of any person, including but not limited to the negligence of any one or more of the Released Parties. The foregoing Release and Common Areas on Landlord's Parcels. Landlord shall further indemnifyIndemnity includes any losses claimed to be caused, defend and hold Tenant harmless from any and all claims arising from in whole or in part, by the negligent act negligence or omission or willful misconduct of Landlord, or any officer, agent, employee, or contractor of Landlord while on any of Landlord's Parcels or Buildings, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action one or proceeding brought thereon, including any action or proceeding brought against Tenant by reason of such claim.
16.3 Except to the extent arising out of or resulting from Landlord's negligent act or omission or willful misconduct, Landlord shall not be liable for injury or damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees or customers, or by any other person in or about the Premises caused by or resulting from fire, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part more of the PremisesReleased Parties and includes, but is not limited to, claims for personal injury, property damage, wrongful death, products liability, breach of contract or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether said damage or injury results from conditions arising upon the Premises or from other sources. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of the Building. Notwithstanding the foregoing, nothing contained herein shall limit any representations, warranties or covenants of Landlord set forth in this Lease, or any warranties provided with respect to work performed by Landlord's contractors. Further, notwithstanding the foregoing, the terms of Article 12 shall govern with respect to any events of casualtyotherwise.
Appears in 1 contract
Samples: Assumption of Risks, Release and Indemnity Agreement
Release and Indemnity. 16.1 Tenant The Parent and each Borrower hereby agrees, on behalf of itself and its Affiliates, that neither the Administrative Agent nor any Lender shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in connection with the loss of any mortgage recording tax credits pertaining to any Assigned Mortgage, any Split Empire State Mortgage or any Split Revolver Secured Mortgage. Furthermore, and without limitation of any of the Borrowers’ obligations under Section 10.04(b), each Borrower shall and hereby jointly and severally agrees to indemnify, defend and hold harmless Landlord the Administrative Agent, each Lender and each other Indemnitee from and against and from any and all losses, costs, claims, actions, damages, liability liabilities, deficiencies, judgments or expenses of every kind and expensesnature (including, including reasonable attorneys' feeswithout limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel (which shall be limited to one special counsel to all such parties, where appropriate, one local counsel in each applicable jurisdiction and one additional counsel for each Indemnitee for whom such joint representation results in a conflict of interest) incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith) incurred by any Indemnitee in connection with, arising from out of, or out of Tenant's use by reason of, any of the Premises transactions or from the conduct arrangements contemplated under this Section 2.22) or any suit, cause of its business action, claim, arbitration, investigation or from any activitysettlement, workconsent decree, subpoena or other things doneproceeding relating thereto, permitted or suffered by the Tenant in or about the Premises or Tenant's reserved parking spaces. Tenant shall further indemnifyincluding, defend and hold Landlord harmless from without limitation, any and all claims arising from any negligent act or omission or willful misconduct of Tenantlosses, or any officercosts, agent, employee, contractor, guest, or invitee of Tenant, and from all costsclaims, damages, attorneys' feesliabilities, and liabilities incurred in defense deficiencies, judgments or expenses resulting from (i) the failure of any such claim Person to pay any mortgage recording taxes associated with any Assigned Mortgage and/or any Split Empire State Mortgage and/or any Split Revolver Secured Mortgage and (ii) the splitting, spreading and/or assignment of any action or proceeding brought thereon, including Assigned Mortgage and any action or proceeding brought against Landlord by reason of such claim. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in the Premises, from any cause except to the extent arising out of or resulting from Landlord's (or its agents', employees' or contractors' ) negligent act or omission or willful misconduct. Tenant shall give prompt notice to Landlord in case of casualty or accidents in the Premises.
16.2 Landlord shall indemnify, defend and hold harmless Tenant against and from any and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, arising from or out related splitting and/or assignment of any activity, work, or other things done by Landlord, its agents, employees or contractors in or about Indebtedness under the Outdoor Areas and Common Areas on Landlord's Parcels. Landlord shall further indemnify, defend and hold Tenant harmless from any and all claims arising from the negligent act or omission or willful misconduct of Landlord, Term A Note or any officer, agent, employee, or contractor of Landlord while on any of Landlord's Parcels or Buildings, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Tenant by reason of such claimRevolving Credit Note.
16.3 Except to the extent arising out of or resulting from Landlord's negligent act or omission or willful misconduct, Landlord shall not be liable for injury or damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees or customers, or by any other person in or about the Premises caused by or resulting from fire, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether said damage or injury results from conditions arising upon the Premises or from other sources. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of the Building. Notwithstanding the foregoing, nothing contained herein shall limit any representations, warranties or covenants of Landlord set forth in this Lease, or any warranties provided with respect to work performed by Landlord's contractors. Further, notwithstanding the foregoing, the terms of Article 12 shall govern with respect to any events of casualty.
Appears in 1 contract
Release and Indemnity. 16.1 Tenant agrees that Landlord, its management agent and their respective officers, directors, shareholders, employees and agents shall indemnifynot be liable to Tenant, defend its employees, agents, contractors and hold harmless Landlord against invitees for, and Tenant hereby releases such parties from, any damage, compensation, liability, loss or claim from any and all claimscause, actionsother than Landlord's breach of its obligations under this Lease or the willful misconduct of Landlord or its management agent, damagesrelative to or arising from: (i) loss or damage to personal property, liability and expensesequipment, including reasonable attorneys' feesmachinery, furniture, trade fixtures or Tenant installed or paid for improvements in or about the Premises; (ii) lost profits, business interruption or other consequential damages arising from or out of Tenant's the interruption in the use of the Premises; (iii) any injury to person or damage to property on or about the Premises caused by any act or omission of Tenant, its agents, employees, contractors, customers, or invitees; (iv) any criminal act by any person other than Landlord or its management agent; or (v) or arising from the conduct improvements located on the Premises being out of its business repair or from the failure or cessation of any activityservice provided by Landlord, workincluding without limitation, utilities (except to the extent due to the negligent acts of Landlord). Tenant agrees to hold harmless, defend (with counsel reasonably approved by Landlord) and indemnify Landlord against any damage, compensation, liability, loss or other things doneclaim arising out of any personal injury, permitted death or suffered by the Tenant property loss or damage occurring in or about the Premises during the Lease Term, regardless of when such claim is made, except to the extent caused by the negligence or Tenant's reserved parking spaceswillful misconduct of Landlord. Tenant shall further indemnifyLandlord agrees to hold harmless, defend and hold Landlord harmless from indemnify Tenant against any and all claims damage, compensation, liability, loss or claim arising from out of any negligent act personal injury, death or omission property loss or damage occurring in, or about the Common Areas of the Project during the Lease Term, regardless of when such claim is made, except to the extent of the negligence or willful misconduct of Tenant, or any officer, agent, employee, contractor, guest, or invitee of Tenant, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Landlord by reason of such claim. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in the Premises, from any cause except to the extent arising out of or resulting from Landlord's (or its agents', employees' or contractors' ) negligent act or omission or willful misconduct. Tenant shall give prompt notice to Landlord in case of casualty or accidents in the Premises.
16.2 Landlord shall indemnify, defend and hold harmless Tenant against and from any and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, arising from or out of any activity, work, or other things done by Landlord, its agents, employees or contractors in or about the Outdoor Areas and Common Areas on Landlord's Parcels. Landlord shall further indemnify, defend and hold Tenant harmless from any and all claims arising from the negligent act or omission or willful misconduct of Landlord, or any officer, agent, employee, or contractor of Landlord while on any of Landlord's Parcels or Buildings, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Tenant by reason of such claim.
16.3 Except to the extent arising out of or resulting from Landlord's negligent act or omission or willful misconduct, Landlord shall not be liable for injury or damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees or customersagents, or by any other person in or about the Premises caused by or resulting from fire, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether said damage or injury results from conditions arising upon the Premises or from other sources. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of the Building. Notwithstanding the foregoing, nothing contained herein shall limit any representations, warranties or covenants of Landlord set forth in this Lease, or any warranties provided with respect to work performed by Landlord's contractors. Further, notwithstanding the foregoing, the terms of Article 12 shall govern with respect to any events of casualtycontractors and invitees.
Appears in 1 contract
Samples: Lease Agreement (Quantech LTD /Mn/)
Release and Indemnity. 16.1 Tenant (a) In consideration of the rights and privileges granted herein, the Township shall indemnify, defend assume all liability and hold harmless Landlord against and from obligation for any and all loss, damage or injury (including death), by reason of fire, accident or otherwise, to all persons or property, howsoever arising, as a result of or connected in any way with the use and occupation of the Licenced Lands, the performance of the Work or that would not have occurred but for the granting of the rights granted herein, save and except for any loss, damage or injury (including death) arising out of OPG’s gross negligence or willful misconduct or for whom it is in law responsible. the Township does hereby release and forever discharge OPG, its subsidiary and affiliated corporations, predecessors, agents, successors, assigns and all persons acting on its and their behalf (together, the “OPG Indemnitees”), from all claims, actions, damagessuits, liability demands or any proceedings which are attributable to or connected with, or arising from, or that would not have occurred but for the granting of this Licence, the Work, or the use and expenses, including reasonable attorneys' fees, arising from or out of Tenant's use occupation of the Premises Licenced Lands by the Township, whatsoever including any charges, expenses or from the conduct of its business or from any activitycosts associated therewith, workand whether arising in law, equity, or other things done, permitted or suffered by otherwise and in further considerations of same. the Tenant in or about Township hereby agrees to indemnify and save harmless the Premises or Tenant's reserved parking spaces. Tenant shall further indemnify, defend OPG Indemnitees from and hold Landlord harmless from any and against all claims arising from any negligent act or omission or willful misconduct of Tenant, or any officer, agent, employee, contractor, guest, or invitee of Tenant, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Landlord by reason of such claim. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in the Premises, from any cause except to the extent arising out of or resulting from Landlord's (or its agents', employees' or contractors' ) negligent act or omission or willful misconduct. Tenant shall give prompt notice to Landlord in case of casualty or accidents in the Premises.
16.2 Landlord shall indemnify, defend and hold harmless Tenant against and from any and all claims, actions, damagessuits, liability and expenses, including reasonable attorneys' fees, arising from demands or out of any activity, workproceedings which are attributable to or connected with, or other things done by Landlord, its agents, employees or contractors in or about the Outdoor Areas and Common Areas on Landlord's Parcels. Landlord shall further indemnify, defend and hold Tenant harmless from any and all claims arising from the negligent act or omission or willful misconduct of Landlordfrom, or any officerthat would not have occurred but for the granting of this Licence, agent, employeethe Work, or contractor the use and occupation of Landlord while on any of Landlord's Parcels or Buildings, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereonthe Licenced Lands by the Township whatsoever, including any action expenses or proceeding brought against Tenant by reason of such claim.
16.3 Except to the extent costs associated therewith, and whether arising in law, equity or otherwise, save and except for any loss damage or injury (including death) arising out of or resulting from Landlord's negligent act or omission OPG’s gross negligence or willful misconduct, Landlord shall not be liable for injury or damage which may be sustained by the person, goods, wares, merchandise or .
(b) All personal property of Tenant, its employees, invitees or customers, or by any other person in or about the Premises caused owned by or resulting from fire, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part in the possession of the Premises, or from Township on the breakage, leakage, obstruction or other defects Licenced Lands shall be at the sole risk of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether said damage or injury results from conditions arising upon the Premises or from other sourcesTownship. Landlord OPG shall not be liable for any damages arising loss or damage thereto, however occurring. The Township releases and indemnifies the OPG Indemnitees from any act or neglect all claims and demands in respect of any other tenant such loss or damage.
(c) With respect to Hazardous Substances which are on or under or about the Licenced Lands as of the Buildinginitial date of the Access Period (“Prior Hazardous Substances”) or any breach or violation of any Environmental Law respecting the Lands which existed prior to the initial date of the Access Period (“Prior Environmental Law Breaches”), the Township shall have no responsibility or obligation whatsoever to remediate the Licenced Lands in relation to Prior Hazardous Substances or to rectify Prior Environmental Breaches except to the extent that a liability or obligation to remediate Prior Hazardous Substances or to rectify Prior Environmental Law Breaches has resulted or arisen out of or would not otherwise have occurred but for the Township’s activities on the Licenced Lands during the Access Period. Notwithstanding The Township agrees that OPG is not obliged to provide the Township or any of its Authorized Representatives with a list of or any information relating to Hazardous Substances on, under, or about the Licenced Lands and that if such a list or information is required to be provided to any of the Township’s Authorized Representatives, pursuant to statute or otherwise, this is the Township’s obligation alone.
(d) Without limiting the foregoing, nothing contained herein shall limit if at any representations, warranties time OPG or covenants the Township is required by any governmental authority pursuant to any Environmental Laws to take remedial action in respect of Landlord set forth in this Lease, Hazardous Substances or any warranties provided with breach or violation of Environmental Laws respecting the Licenced Lands which would not have occurred but for the granting of this Licence or the Township’s or its Authorized Representatives’ use, occupation, activities or Work on the Licenced Lands, then the Township shall, at its cost, take all required remedial action in respect of the Hazardous Substances or breach or violation of Environmental Law, including any repairs or replacements to work performed by Landlord's contractors. Furtherthe Licenced Lands and the facilities and the removal, notwithstanding treatment, disposal, restoration and replacement of the foregoing, soil or any other part of the terms Licenced Lands.
(e) The obligations of Article 12 shall govern with respect to any events the Township under this Section 9 will survive the expiration or termination of casualtythis Licence.
Appears in 1 contract
Release and Indemnity. 16.1 Tenant shall indemnify, defend and hold harmless Landlord against and from any and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, arising from or out of Tenant's use of the Premises or from the conduct of its business or from any activity, work, or other things done, permitted or suffered by the Tenant in or about the Premises or Tenant's reserved parking spaces. Tenant shall further indemnify, defend and hold Landlord harmless from any and all claims arising from any negligent act or omission or willful misconduct of Tenant, or any officer, agent, employee, contractor, guest, or invitee of Tenant, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Landlord by reason of such claim. Tenant, as a As material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons and except in the Premises, from any cause except to the extent arising out of or resulting from Landlord's (or its agents', employees' or contractors' ) negligent act or omission or willful misconduct. Tenant shall give prompt notice to Landlord in case of casualty or accidents in the Premises.
16.2 Landlord shall indemnify, defend and hold harmless Tenant against and from any and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, arising from or out of any activity, work, or other things done by Landlord, its agents, employees or contractors in or about the Outdoor Areas and Common Areas on Landlord's Parcels. Landlord shall further indemnify, defend and hold Tenant harmless from any and all claims arising from the negligent act or omission or willful misconduct of Landlord, or any officer, agent, employee, or contractor of Landlord while on any event of Landlord's Parcels negligence or Buildings, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Tenant by reason of such claim.
16.3 Except to the extent arising out of or resulting from Landlord's negligent act or omission or willful intentional misconduct, Tenant agrees that Landlord and its employees, officers, partners and directors shall not be liable for any injury or damage which may be sustained by to the person, goodsproperty, wares, merchandise or property business of Tenant, its employees, invitees or invitees, permitees, customers, or by any other person in or about the Premises caused by from any cause, and Tenant waives all claims against such parties for damage to persons or resulting from fireproperty arising for any reason, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether said except only for damage or injury results resulting directly from conditions arising upon Landlord's breach of its express obligations under this Lease which Landlord has not cured within a reasonable time after receipt of written notice of such breach from Tenant or to the Premises extent such claims arise from Landlord's negligence or from other sourcesintentional misconduct. In no event shall Landlord shall not be liable have any liability for any damages arising from any act or neglect omission of Tenant, its employees, invitees, permitees or customers, or of any other tenant of the BuildingProject or its employees, invitees, permitees or customers. Notwithstanding Tenant shall indemnify and hold harmless Landlord (and its employees, officers, partners, and directors), the foregoingPremises and the Project, nothing contained herein shall limit from and against all damages, injuries, liabilities, losses, claims, costs and expenses (including without limitation Landlord's reasonable attorney fees) related to acts, events or omissions occurring in, on or about the Premises, or arising out of or in any representationsway related to Tenant's use or occupancy of the Premises, warranties or covenants Tenant's breach of Landlord set forth in any term of this Lease, or any warranties provided with respect to work performed work, activity or thing done, permitted or suffered by Tenant in, on or about the Premises or the Project, unless caused by Landlord's contractors. Further, notwithstanding the foregoing, the terms of Article 12 shall govern with respect to any events of casualtyintentional misconduct.
Appears in 1 contract
Release and Indemnity. 16.1 As material consideration to Landlord, Tenant agrees that Landlord, its agents, and its employees shall indemnifynot be liable to Tenant, defend its agents, employees, sublessees, invitees, licensees and hold harmless Landlord against and from other persons claiming under Tenant for: (i) any and all claimsdamage to any property entrusted to employees of the Project, actions(ii) loss or damage to any property by theft or otherwise, damages, liability and expenses, including reasonable attorneys' fees, (iii) consequential damages arising from or out of Tenant's any loss of the use of the Premises or any equipment or facilities therein; or (iv) any injury or damage to person or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Project or from pipes, appliances or plumbing work therein or from the conduct of its business roof, street, sub-surface or from any activity, work, other place or resulting from dampness or any other cause whatsoever. Landlord or its agents shall not be liable for interference with light or other things doneincorporeal hereditaments, permitted or suffered by the Tenant nor shall Landlord be liable for any latent defects in or about the Premises or Tenant's reserved parking spacesthe Project. Nothing contained herein shall require Tenant shall further indemnify, defend and hold to indemnify Landlord harmless from any and all claims arising from any negligent act or omission or willful misconduct of Tenant, or any officer, agent, employee, contractor, guest, or invitee of Tenant, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Landlord by reason of such claim. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in the Premises, from any cause except to the extent arising out of or resulting from for Landlord's (or its agents', employees' or contractors' ) negligent act or omission sole gross negligence or willful misconduct. Tenant shall give prompt notice to Landlord in case of casualty fire or accidents in the Premises.
16.2 Landlord shall Premises or in the Project, and of defects therein or in the fixtures or equipment located therein. To the fullest extent permitted by law, Tenant agrees to indemnify, defend ( with counsel reasonably satisfactory to Landlord) and hold harmless Tenant against Landlord, its agents, successors in interest with respect to the Building and their directors, officers, partners, employees, shareholders, agents and representatives and the directors, officers, partners, employees, shareholders, agents and representatives of the partners of Landlord from any and (i) all claims, actions, damagesliabilities, liability and expenses, including reasonable attorneys' fees, proceedings arising from Tenant's use of the Premises or out the conduct of its business or from any activity, workwork or thing done, permitted or other things done suffered by LandlordTenant, its agents, contractors, sublessees, employees or contractors invitees, in or about the Outdoor Areas Premises, the Building, or the Project and Common Areas on Landlord's Parcels. Landlord shall further indemnifyany breach or default in the performance of any obligation to be performed by Tenant under the terms of this Lease, defend and hold Tenant harmless or arising from any act, neglect, fault or omission of Tenant, or of its agents, contractors, sublessees, employees or invitees, and (ii) and all claims arising from the negligent act or omission or willful misconduct of Landlord, or any officer, agent, employee, or contractor of Landlord while on any of Landlord's Parcels or Buildings, and from all costs, damages, attorneys' fees, expenses and liabilities incurred with respect to any such claims, actions, liabilities, or proceedings, and in defense the event any actions or proceedings shall be brought against Landlord by reason of any such claim claims, Tenant, upon notice from Landlord, shall defend the same at Tenant's expense by counsel reasonably approved in writing by Landlord. Tenant hereby assumes all risk of damage to property or injury to person in, upon or about the Premises from any cause whatsoever except that which is caused by the failure of Landlord to observe any of the terms and conditions of this Lease where such failure has persisted for an unreasonable period of time after Landlord receives written notice of such, and Tenant hereby waives all its claims in respect thereof against Landlord. Nothing contained herein shall require Tenant to indemnify Landlord for Landlord's sole gross negligence or willful misconduct. As used herein, the term "liabilities" shall include all suits, actions, claims and demands and all expenses (including attorneys' fees and costs of defense) incurred in or about any such liability and any action or proceeding brought thereon, including . If any claim shall be made or any action or proceeding brought against Landlord on the basis of any liability described in this Paragraph, Tenant shall, upon notice from Landlord defend the same at Tenant's expense by reason of such claim.
16.3 Except counsel reasonably satisfactory to the extent arising out of or resulting from Landlord's negligent act or omission or willful misconduct, Landlord . It is understood that payment shall not be liable for injury or damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees or customers, or by any other person in or about the Premises caused by or resulting from fire, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether said damage or injury results from conditions arising a condition precedent to recovery upon the Premises or from other sources. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of the Building. Notwithstanding the foregoing, nothing contained herein shall limit any representations, warranties or covenants of Landlord set forth in this Lease, or any warranties provided with respect to work performed by Landlord's contractors. Further, notwithstanding the foregoing, the terms of Article 12 shall govern with respect to any events of casualtyforegoing indemnity.
Appears in 1 contract
Release and Indemnity. 16.1 Tenant shall indemnify, defend and hold harmless Landlord against and from any and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, arising from or out of Tenant's use of the Premises or from the conduct of its business or from any activity, work, or other things done, permitted or suffered by the Tenant in or about the Premises or Tenant's reserved parking spaces. Tenant shall further indemnify, defend and hold Landlord harmless from all damages arising out of: (i) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any Tenant-Related Parties; (ii) any activity, work or thing done, permitted or suffered by Tenant or any Tenant-Related Parties in or about the Premises or the Project; (iii) any acts, omissions or negligence of Tenant or any Tenant-Related Parties; (iv) any breach, violation or nonperformance by Tenant or any Tenant-Related Parties of any term, covenant or provision of this Lease or any Applicable Law (as defined in Exhibit "K," R-19); and all claims arising from (v) any negligent act injury or omission damage to the person or willful misconduct of property or Tenant, or any officerTenant-Related Parties or any other person entering upon the Premises under the express or implied invitation of Tenant (in each case, agentother than damages proximately caused by Landlord). If Landlord is named or joined as a defendant in any suit brought in connection with a claim with respect to which Tenant has indemnified Landlord in accordance with the foregoing terms of this Section, employee, contractor, guest, or invitee of Tenant, Tenant shall pay to Landlord its reasonable costs and from all costs, damages, attorneys' fees, and liabilities expenses reasonably incurred in defense of any such claim of any action or proceeding brought thereonthat suit, including any action or proceeding brought against Landlord by reason without limitation, court costs and fees for the professional services of such claimappraisers, accountants, attorneys and expert witnesses. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in the Premises, from any cause except to the extent arising out of or resulting from Landlord's (or its agents', employees' or contractors' ) negligent act or omission or willful misconduct. Tenant shall give prompt notice to Landlord in case of casualty or accidents in the Premises.
16.2 Landlord shall indemnify, defend and hold tenant harmless Tenant against and from any and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, damages arising from or out of any activitydamage to any person, workother than Tenant and Tenant-Related Parties, or other things done by Landlordproperty, its agents, employees or contractors in or about the Outdoor Areas and Common Areas on Landlord's Parcels. Landlord shall further indemnify, defend and hold Tenant harmless from any and all claims arising from the negligent act or omission or willful misconduct of Landlord, or any officer, agent, employee, or contractor of Landlord while on any of Landlord's Parcels or Buildings, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Tenant by reason of such claim.
16.3 Except to the extent arising out of or resulting from proximately caused by activities in or management and operation of those portions of the Project outside of the Premises Area, by the Landlord Group, or the Landlord Group's use thereof (other than damages proximately caused by Tenant or a Tenant-Related Party), or Landlord's negligent act breach of any term of this Lease. If Tenant is named or omission or willful misconductjoined as a defendant in any suit brought in connection with a claim with respect to which Landlord has indemnified Tenant in accordance with the foregoing terms of this Section, Landlord shall not be liable pay to Tenant its reasonable costs and expenses reasonably incurred in that suit, including without limitation, court costs and fees for injury the professional services of appraisers, accountants, attorneys and expert witnesses. The terms of this Section shall survive the expiration or damage which may be sustained by the person, goods, wares, merchandise or property earlier termination of Tenant, its employees, invitees or customers, or by any other person in or about the Premises caused by or resulting from fire, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether said damage or injury results from conditions arising upon the Premises or from other sources. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of the Building. Notwithstanding the foregoing, nothing contained herein shall limit any representations, warranties or covenants of Landlord set forth in this Lease, or any warranties provided with respect to work performed by Landlord's contractors. Further, notwithstanding the foregoing, the terms of Article 12 shall govern with respect to any events of casualty.
Appears in 1 contract
Samples: Lease Agreement (KBS Real Estate Investment Trust II, Inc.)
Release and Indemnity. 16.1 Tenant shall indemnify, defend and hold harmless Landlord against and from any and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, arising from or out of Tenant's use of the Premises or from the conduct of its business or from any activity, work, or other things done, permitted or suffered by the Tenant in or about the Premises or Tenant's reserved parking spaces. Tenant shall further indemnify, defend and hold Landlord harmless from any and all claims arising from any negligent act or omission or willful misconduct of Tenant, or any officer, agent, employee, contractor, guest, or invitee of Tenant, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Landlord by reason of such claim. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in the Premises, from any cause except to the extent arising out of or resulting from Landlord's (or its agents', employees' or contractors' ) negligent act or omission or willful misconduct. Tenant shall give prompt notice to Landlord in case of casualty or accidents in the Premises.
16.2 Landlord shall indemnify, defend and hold harmless Tenant against and from any and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, arising from or out of any activity, work, or other things done by Landlord, its agents, employees or contractors in or about the Outdoor Areas and Common Areas on Landlord's Parcels. Landlord shall further indemnify, defend and hold Tenant harmless from any and all claims arising from the negligent act or omission or willful misconduct of Landlord, or any officer, agent, employee, or contractor of Landlord while on any of Landlord's Parcels or Buildings, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Tenant by reason of such claim.
16.3 Except to the extent arising out of or resulting from Landlord's negligent act or omission or willful misconduct, Landlord shall not be liable for injury or damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees or customers, or by any other person in or about the Premises caused by or resulting from fire, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether said damage or injury results from conditions arising upon the Premises or from other sources. Landlord The Lessee agrees that The Delta Mill Society shall not be liable for any damages bodily injury to or death of, and/or loss or damage to any property belonging to the Lessee or its employees, invitees, or guests or any other person in, on, or about the Licensed Area or Building, or for any interruption in the Event carried on in the Licensed Area. The Lessee releases and discharges The Delta Mill Society from any and all actions, causes of action, claims, damages, demands, expenses, and liabilities which the Lessee now or hereafter may have, suffer, or incur, notwithstanding that the negligence or other conduct or omission of the Delta Mill Society or anyone for whose conduct the Delta Mill Society is responsible may have caused or contributed to such matter. The Lessee agrees to indemnify and save harmless The Delta Mill Society in respect of all claims for bodily injury or death, property damage, or other loss or damage arising from the Event or any act or neglect omission of the Lessee or any agent, employee, invitee, or guest of the Lessee, and in respect of all costs, expenses, and liabilities incurred by The Delta Mill Society in connection with or arising out of such claims, including the expenses of any other tenant actions or proceeding pertaining thereto, and in respect of any of its covenants and obligations under this License Agreement. This indemnity shall survive the expiry of termination of this Agreement. If The Delta Mill Society is restricted from or unable to supply the Rental Area on the Rental Date during all or any portion of the Building. Notwithstanding Rental Hours for reasons beyond the foregoingreasonable control of The Delta Mill Society, nothing contained herein shall limit including governmental action, strikes, lock-outs, failure of utility services, fire, earthquake, wind, lightening, flood, insurrection, failure to obtain any representationsof the Additional Equipment or Services, warranties or covenants of Landlord set forth in this Leasethe Lessee releases The Delta Mill Society from all liability, costs, expenses action, claims, or suits. If The Delta Mill Society is unable or restricted from providing the Rental Area for any warranties provided with respect to work performed by Landlord's contractors. Further, notwithstanding the foregoingother reason, the terms of Article 12 shall govern with respect Lessee does hereby acknowledge and agree that The Delta Mill Society’s maximum liability arising from costs, expenses actions, claims, or suits which the Lessee may have either in law or equity is limited to any events of casualtyan amount equivalent to the Basic Facility Rental as set out in the Fee Schedule on page 3 hereof.
Appears in 1 contract
Samples: Facilities Rental Agreement
Release and Indemnity. 16.1 Tenant shall indemnify, defend and hold harmless Landlord against and from any and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, arising from or out of Tenant's use of the Premises or from the conduct of its business or from any activity, work, or other things done, permitted or suffered by the Tenant in or about the Premises or Tenant's reserved parking spaces. Tenant shall further indemnify, defend and hold Landlord harmless from any and all claims arising from any negligent breach or default in the performance of any obligation on Tenant's part to be performed under the terms of the Lease, or arising from any act or omission or willful misconduct negligence of Tenant, or any officer, agent, employee, contractor, guest, or invitee of TenantTenant while in the Building, and from all costs, damages, attorneys' attorney's fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Landlord by reason of such claim. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in in, upon or about the Premises, from any cause except to other than the extent arising out of or resulting from Landlord's (or its agents', employees' or contractors' ) negligent act or omission negligence or willful misconductmisconduct of Landlord, its agents or employees. Tenant shall give prompt notice to Landlord in case of casualty or accidents in the Premises.
16.2 Landlord shall indemnify, defend and hold harmless Tenant against and from any and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, arising from or out of any activity, work, or other things done by Landlord, its agents, employees or contractors in or about the Outdoor Areas and Common Areas on Landlord's Parcels. Landlord shall further indemnify, defend and hold Tenant harmless from any and all claims arising from the negligent act or omission or willful misconduct of Landlord, or any officer, agent, employee, or contractor of Landlord while on any of Landlord's Parcels or Buildings, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Tenant by reason of such claim.
16.3 Except to the extent arising out of or resulting from Landlord's negligent act or omission or willful misconduct, Landlord shall not be liable for injury or damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees or customers, or by any other person in or about the Premises caused by or resulting from fire, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether said damage or injury results from conditions arising upon the Premises or from other sourcessource except those injuries or damages caused by Landlord's negligence. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of the Building. Notwithstanding the foregoing, nothing contained herein shall limit any representations, warranties or covenants of Landlord set forth in this Lease, or any warranties provided with respect to work performed by Landlord's contractors. Further, notwithstanding the foregoing, the terms of Article 12 shall govern with respect to any events of casualty.
Appears in 1 contract
Samples: Lease Agreement (Ingenuus Corp)
Release and Indemnity. 16.1 As material consideration to Landlord, Tenant agrees that Landlord, its agents, successors-in-interest with respect to the Premises and their respective directors, officers, partners, members, employees, shareholders, agents and representatives and the directors, officers, partners, members, employees, shareholders, agents and representatives of the partners or members of Landlord (collectively, the “Landlord Indemnified Parties”) shall indemnifynot be liable to Tenant or any of the Tenant Parties for: (i) any damage to any property entrusted to employees of the Premises, defend and hold harmless Landlord against and from or the Landlord Indemnified Parties, (ii) loss or damage to any and all claimsproperty by theft or otherwise, actions, damages, liability and expenses, including reasonable attorneys' fees, (iii) consequential damages arising from or out of Tenant's any loss of the use of the Premises or any equipment or facilities therein, or (iv) any injury or damage to person or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Premises or from pipes, appliances or plumbing work therein or from the roof, street, sub-surface or from any other place or resulting from dampness or any other causes whatsoever. Landlord and/or the Landlord Indemnified Parties shall not be liable for interference with light or other incorporeal hereditaments, nor shall Landlord or the Landlord Indemnified Parties be liable for any latent defects in the Premises. Tenant shall give prompt notice to Landlord in case of fire or accidents in the Premises and of defects therein or in the fixtures or equipment located therein. To the fullest extent permitted by law, Tenant agrees to indemnify, defend (with counsel satisfactory to Landlord) and hold harmless Landlord and the Landlord Indemnified Parties from (i) all claims, actions liabilities, and proceedings arising from Tenant’s use of the Premises or the conduct of its business or from any activity, work, work or other things thing done, permitted or suffered by the Tenant Tenant, its agents, contractors, sublessees, employees or invitees, in or about the Premises and any breach or Tenant's reserved parking spaces. default in the performance of any obligation to be performed by Tenant shall further indemnifyunder the terms of this Lease, defend and hold Landlord harmless from any and all claims or arising from any negligent act act, neglect, fault or omission or willful misconduct of Tenant, or any officerof its agents, agentcontractors, employee, contractor, guest, employee or invitee of Tenantinvitees, and from (ii) any and all costs, damages, attorneys' ’ fees, expenses and liabilities incurred in defense of with respect to any such claim of claims, actions, liabilities, or proceedings, and in the event any action actions or proceeding brought thereon, including any action or proceeding proceedings shall be brought against Landlord by reason of such claim. claims, Tenant, as a material part of the consideration to upon notice from Landlord, shall defend the same at Tenant’s expense by counsel approved in writing by Landlord. Tenant hereby assumes all risk of damage to property or injury to persons in person in, upon or about the Premises, Premises from any cause except whatsoever, and Tenant hereby waives all its claims in respect thereof against Landlord. Notwithstanding anything to the extent arising out of contrary contained in this Paragraph 15 or resulting from Landlord's (or its agents'elsewhere in this Lease, employees' or contractors' ) negligent act or omission or willful misconduct. Tenant shall give prompt notice not be required to Landlord in case of casualty or accidents in the Premises.
16.2 Landlord shall indemnify, defend indemnify and hold Landlord or any Landlord Indemnified Parties harmless Tenant against and from any and all claims, actions, damagesliabilities, liability and expensesproceedings to the extent resulting from the negligence or willful misconduct of Landlord or any Landlord Indemnified Parties (the “Landlord Indemnified Claims”), including reasonable attorneys' feesand, arising from or out subject to the limitations contained in Paragraph 27 of any activitythis Lease, work, or other things done by Landlord, its agents, employees or contractors in or about the Outdoor Areas and Common Areas on Landlord's Parcels. Landlord shall further indemnify, defend agrees to indemnify and hold Tenant harmless from and against any and all claims arising from such Landlord Indemnified Claims (except for damage to Tenant’s personal property, fixtures, furniture and equipment in the negligent act or omission or willful misconduct Premises, to the extent Tenant is required to obtain insurance coverage therefor pursuant to the terms of Landlord, or this Lease) and any officer, agent, employee, or contractor of Landlord while on any of Landlord's Parcels or Buildings, and from all reasonable costs, damages, attorneys' ’ fees, expenses and liabilities incurred in defense of with respect to any such claim Landlord Indemnified Claims to the extent the same shall be brought against Tenant by reason of claims subject to this indemnity. Landlord’s and Tenant’s indemnification obligations under this paragraph will survive the expiration or earlier termination of this Lease and are not intended to and will not relieve any insurance carrier of its obligations under policies required to be carried by Landlord and/or by Tenant pursuant to the provisions of this Lease. As used herein, the term “liabilities” shall include all suits, actions, claims and demands and all expenses (including attorneys’ fees and costs of defense) incurred in or about any such liability and any action or proceeding brought thereon, including . If any claim shall be made or any action or proceeding brought against Landlord on the basis of any liability described in this Paragraph 15, Tenant by reason of such claim.
16.3 Except to the extent arising out of or resulting shall, upon notice from Landlord's negligent act or omission or willful misconduct, Landlord defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord. It is understood that payment shall not be liable for injury or damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees or customers, or by any other person in or about the Premises caused by or resulting from fire, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether said damage or injury results from conditions arising a condition precedent to recovery upon the Premises or from other sources. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of the Building. Notwithstanding the foregoing, nothing contained herein shall limit any representations, warranties or covenants of Landlord set forth in this Lease, or any warranties provided with respect to work performed by Landlord's contractors. Further, notwithstanding the foregoing, the terms of Article 12 shall govern with respect to any events of casualtyforegoing indemnity.
Appears in 1 contract
Release and Indemnity. 16.1 Tenant Licensee releases and shall indemnifydefend, defend indemnify and hold harmless Landlord against the Town, its successors and assigns, and the respective elected officials, employees, contractors and agents of the Town (collectively referred to as the “Indemnitees”) from any and all claims, actionslosses, damagescosts, liability liabilities, damages and expensesexpenses (including, including but not limited to, reasonable attorneys' ’ fees, ) arising from or out of Tenant's use or in connection with any of Licensee’s Attachments of Communication Facilities to Poles, Licensee’s performance of any work or installation or maintenance of its Communications Facilities, the operation of any of Licensee’s Communications Facilities or Communications Service, or Licensee’s system, or the acts or omissions of Licensee or any of its suppliers or contractors of any tier, the respective successors and assigns of Licensee or any such suppliers or contractors, the directors, officers, employees and agents of each of the Premises foregoing, or from the conduct anyone acting on Licensee’s behalf in connection with said Attachments of Communication Facilities to Poles, Licensee’s performance of any work or installation or maintenance of its business Communications Facilities, the operation of any of Licensee’s Communications Facilities or from any activity, workCommunications Service, or other things doneLicensee’s system, permitted or suffered unless caused by the Tenant in negligence or about intentional acts of the Premises or Tenant's reserved parking spacesIndemnitees. Tenant shall further indemnifySuch indemnity, defend protection and hold Landlord harmless from shall include any and all claims arising from any negligent act demand, claim, suit or omission or willful misconduct of Tenant, or any officer, agent, employee, contractor, guest, or invitee of Tenant, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Landlord by reason of such claim. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage judgment for damages to property or injury to persons or death of persons, including officers, agents, and employees of either Party hereto including payment made under or in the Premisesconnection with any Worker’s Compensation Law or under any plan for employees’ disability or death benefits, from any cause except to the extent arising which may arise out of or resulting from Landlordbe caused or contributed to by the erection, maintenance, presence, use or removal of Licensee's (Attachments or its agents'Communications Facilities or by the proximity of the respective cables, employees' or contractors' ) negligent act or omission or willful misconduct. Tenant shall give prompt notice to Landlord in case wires, apparatus and appliances of casualty or accidents in the Premises.
16.2 Landlord shall indemnify, defend and hold harmless Tenant against and from any and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, arising from or out of any activity, work, or other things done by Landlord, its agents, employees or contractors in or about the Outdoor Areas and Common Areas on Landlord's Parcels. Landlord shall further indemnify, defend and hold Tenant harmless from any and all claims arising from the negligent act or omission or willful misconduct of Landlord, or any officer, agent, employee, or contractor of Landlord while on any of Landlord's Parcels or Buildings, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, Licensee including any action claims or proceeding brought against Tenant by reason demands of such claim.
16.3 Except to customers of the extent arising out of or resulting from Landlord's negligent act or omission or willful misconduct, Landlord Licensee with respect thereto. The Town shall not be liable to the Licensee or to the Licensee’s customers, and the Licensee hereby indemnifies, protects and saves harmless the Town against any and all such claims or demands, suit or judgment for injury or damage which may be sustained loss, liability, damages and expense by the person, goods, wares, merchandise or property of Tenant, its employees, invitees or Licensee’s customers, or by for any other person in or about interruption to the Premises caused by or resulting from fire, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part service of the PremisesLicensee, or from for interference with the breakage, leakage, obstruction or other defects operation of the pipes, sprinklerscables, wires, appliances, plumbing, air conditioning or lighting fixtures and appliances of the sameLicensee, whether said damage or injury results from conditions arising upon for interference with the Premises or from other sources. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant operation of the Buildingcables, wires, and appliances of the Licensee unless caused by the negligence or intentional acts of the Town. Notwithstanding The Town is willing to permit Attachments to Poles for the foregoing, nothing contained herein shall limit any representations, warranties or covenants of Landlord set forth fees described in this LeaseAgreement only in consideration of and in reliance upon such release, or any warranties provided with respect indemnity and hold harmless. The Licensee’s obligation to work performed by Landlord's contractors. Further, notwithstanding indemnify pursuant to this Paragraph 16.3 shall survive the foregoing, the terms termination of Article 12 shall govern with respect to any events of casualtythis Agreement.
Appears in 1 contract
Samples: Pole Attachment License Agreement
Release and Indemnity. 16.1 Tenant shall Borrower agrees to release and indemnify, defend and hold Lender harmless Landlord from and against and from any and all liabilities, claims, actions, damages, liability costs and expensesexpenses (including all reasonable legal fees and expenses of Lender’s counsel) arising out of or resulting from construction of the Improvements, including reasonable attorneys' fees, arising from any defective workmanship or out of Tenant's use materials; any failure to satisfy any of the Premises Requirements; Lender’s performance of any act permitted under the Loan Documents (excluding Lender’s willful misconduct); breach of any representation or from warranty made or given by Borrower to Lender; breach of any obligation of Borrower contained in any of the conduct Loan Documents; or any claim or cause of its business or from action of any activity, work, or other things done, permitted or suffered kind by the Tenant in or about the Premises or Tenant's reserved parking spaces. Tenant shall further indemnify, defend and hold Landlord harmless from any and all claims arising from party that Lender is liable for any negligent act or omission committed or willful misconduct of Tenant, made by Borrower or any officerother Person in connection with the ownership, agentsale, employee, contractor, guest, operation or invitee development of Tenant, and from all costs, damages, attorneys' fees, and liabilities incurred in defense the Property or any Project or the construction of any such claim Improvements, whether on account of any action theory of derivative liability, comparative negligence or proceeding brought thereonotherwise. Upon demand by Lender, including Borrower shall defend any action or proceeding brought against Landlord Lender arising out of or alleging any claim or cause of action covered by reason this indemnity, all at Borrower’s own cost and by counsel to be approved by Lender in the exercise of such claimits reasonable judgment. TenantIn the alternative, as a material part Lender may elect to conduct its own defense at the expense of Borrower. The provisions of this Section 13.12 shall survive the repayment of the consideration Loan. Notwithstanding the foregoing, Borrower shall not be obligated to Landlordrelease and indemnify, hereby assumes all risk of damage to property or injury to persons in the Premisesdefend and hold Lender harmless from and against any liabilities, from any cause except to the extent claims, actions, damages, costs and expenses arising out of or resulting from Landlord's (any construction activities that take place after Lender has acquired the applicable Property or its agents', employees' Project by foreclosure or contractors' ) negligent act or omission or willful misconduct. Tenant shall give prompt notice to Landlord acceptance of a deed in case of casualty or accidents in the Premiseslieu thereof.
16.2 Landlord shall indemnify, defend and hold harmless Tenant against and from any and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, arising from or out of any activity, work, or other things done by Landlord, its agents, employees or contractors in or about the Outdoor Areas and Common Areas on Landlord's Parcels. Landlord shall further indemnify, defend and hold Tenant harmless from any and all claims arising from the negligent act or omission or willful misconduct of Landlord, or any officer, agent, employee, or contractor of Landlord while on any of Landlord's Parcels or Buildings, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Tenant by reason of such claim.
16.3 Except to the extent arising out of or resulting from Landlord's negligent act or omission or willful misconduct, Landlord shall not be liable for injury or damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees or customers, or by any other person in or about the Premises caused by or resulting from fire, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether said damage or injury results from conditions arising upon the Premises or from other sources. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of the Building. Notwithstanding the foregoing, nothing contained herein shall limit any representations, warranties or covenants of Landlord set forth in this Lease, or any warranties provided with respect to work performed by Landlord's contractors. Further, notwithstanding the foregoing, the terms of Article 12 shall govern with respect to any events of casualty.
Appears in 1 contract
Samples: Revolving Line of Credit Loan Agreement (William Lyon Homes)
Release and Indemnity. 16.1 Tenant shall indemnifyIn consideration of this Agreement and subject to its full implementation and transfer of Remaining Inventory and Assets, defend as provided for herein, the Association, on behalf of itself, officers, successors, subrogees, executors, administrators and hold harmless Landlord against assigns, does hereby forgive PEC's Obligation and, in that regard, does voluntarily and knowingly release and discharge PEC, its officers, directors, affiliates, subsidiaries, parent company, agents, contractors and employees, past, present and future, from any and all claims, actionsliabilities, demands, rights, damages, liability and expensescosts, attorneys' fees (including reasonable but not limited to any claim of entitlement for attorneys' fees under any contract, statute, or rule of law allowing a prevailing party or plaintiff to recover attorneys' fees), arising from expenses and controversies which Association may now have or out of Tenanthave at anytime in the future relating to PEC's use of the Premises or from the conduct of its business or from any activityObligation, workas defined hereinabove. The Association agrees to fully exonerate, or other things done, permitted or suffered by the Tenant in or about the Premises or Tenant's reserved parking spaces. Tenant shall further indemnify, defend indemnify and hold Landlord PEC harmless from any and against all claims arising from any negligent act or omission or willful misconduct of Tenantclaims, or any officerliabilities, agentdemands, employee, contractor, guest, or invitee of Tenant, and from all costsrights, damages, costs, attorney's fees (including but not limited to any claim of entitlement for attorneys' fees under any contract, statute or rule of law allowing a prevailing party or plaintiff to recover attorneys' fees), expenses and liabilities incurred controversies, based upon or arising out of the Association's sales practices or damage or injury (including death) to persons or property caused by and/or sustained in connection with the Association's management, operation, development and/or sales of interest in the Resort upon the Effective Date of this Agreement; and further agrees, if requested by PEC, to assume without expense to PEC, the defense of any such claim of any action claims or proceeding brought thereonactions, including any action or proceeding brought against Landlord by reason of unless such claim. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in the Premises, from any cause except to the extent arising out of or resulting from Landlordwas caused by PEC's (or its agents', employees' or contractors' ) negligent act or omission negligence or willful misconduct. Tenant shall give prompt notice The parties agree and acknowledge that except as to Landlord in case forgiveness of casualty PEC's Obligation and indemnification of PEC for the future actions of the Association, the Association does not intend and will not release, discharge or accidents indemnify PEC for any claims, liabilities, demands, rights, damages, costs, attorney's fees, expenses and controversies which the Association, its members or any other person (natural or corporate) may have now or in the Premises.
16.2 Landlord future against PEC relating to PEC's management, development or sale of interests in the Resort. PEC shall indemnifyfully exonerate, defend indemnify and hold the Association, its officials, agents, contractors and employees, past, present and future, harmless Tenant from and against and from any and all claims, actionsliabilities demands, rights, damages, liability and expenses, including reasonable attorneys' fees, arising from or out of any activity, work, or other things done by Landlord, its agents, employees or contractors in or about the Outdoor Areas and Common Areas on Landlord's Parcels. Landlord shall further indemnify, defend and hold Tenant harmless from any and all claims arising from the negligent act or omission or willful misconduct of Landlord, or any officer, agent, employee, or contractor of Landlord while on any of Landlord's Parcels or Buildings, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of fees (including but not limited to any such claim of entitlement for attorney's fees under any action or proceeding brought thereoncontract, including any action or proceeding brought against Tenant by reason of such claim.
16.3 Except to the extent arising out of or resulting from Landlord's negligent act or omission or willful misconduct, Landlord shall not be liable for injury or damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees or customersstatute, or by any other person in rule of law allowing a prevailing party or about the Premises caused by plaintiff to recover attorney's fees), expenses and controversies, based upon or resulting from fire, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether said damage or injury results from conditions arising upon the Premises or from other sources. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of the Building. Notwithstanding the foregoing, nothing contained herein shall limit any representations, warranties or covenants of Landlord set forth in this Lease, or any warranties provided with respect to work performed by Landlord's contractors. Further, notwithstanding the foregoing, the terms of Article 12 shall govern with respect to any events of casualty.arising
Appears in 1 contract
Samples: Purchase and Security Agreement (Mego Financial Corp)
Release and Indemnity. 16.1 Tenant shall indemnify(a) Assignee (on behalf of itself and its affiliates) does hereby release, defend acquit, and hold harmless Landlord against forever discharge Assignor, its affiliates, and their respective officers, directors, partners, members, employees, agents, representatives, and lenders (collectively, "Dynegy Released Persons") from any and all demands, claims, suits, actions, damagesproceedings, liability and expensesinvestigations, including reasonable attorneys' feesat common law, statutory, contractual or otherwise, known or unknown, contingent or otherwise, suspected or unsuspected, asserted or unasserted, and whether arising from or out of Tenant's use written documents, unwritten undertakings, course of conduct, tort, violations of laws or regulations or otherwise, which the Premises Assignee currently has or from might have against the conduct Dynegy Released Persons, that now exist or may arise in the future out of any Assumed Obligation (collectively "Claims"). THE CLAIMS RELEASED SHALL ALSO INCLUDE THOSE CLAIMS ARISING OUT OF THE STRICT LIABILITY OR THE NEGLIGENCE OF ANY PARTY, INCLUDING BUT NOT LIMITED TO THE DYNEGY RELEASED PERSONS, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE. Neither Assignee nor any of its business affiliates shall file or from bring any activityClaim in or before any city, workstate, federal, or other things donegovernment court or agency or arbitration tribunal with respect to any Claim. Assignee shall not transfer any Claim to any third party.
(b) Assignee shall defend, permitted or suffered by the Tenant in or about the Premises or Tenant's reserved parking spaces. Tenant shall further indemnify, defend and hold Landlord harmless the Dynegy Released Persons from and against (i) any and all claims arising from Claims released herein that may at any negligent act or omission or willful misconduct of Tenant, or any officer, agent, employee, contractor, guest, or invitee of Tenant, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Landlord time be asserted by reason of such claim. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in the Premises, from any cause except to the extent arising out of or resulting from Landlord's (or its agents', employees' or contractors' ) negligent act or omission or willful misconduct. Tenant shall give prompt notice to Landlord in case of casualty or accidents in the Premises.
16.2 Landlord shall indemnify, defend and hold harmless Tenant against and from any and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, arising from or out of any activity, work, or other things done by Landlord, its agents, employees or contractors in or about the Outdoor Areas and Common Areas on Landlord's Parcels. Landlord shall further indemnify, defend and hold Tenant harmless from any and all claims arising from the negligent act or omission or willful misconduct of Landlord, or any officer, agent, employee, or contractor of Landlord while on any of Landlord's Parcels or Buildings, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Tenant by reason of such claim.
16.3 Except to the extent arising out of or resulting from Landlord's negligent act or omission or willful misconduct, Landlord shall not be liable for injury or damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees or customers, Assignee or by any other person or entity, by assignment, subrogation or otherwise, by, through, under or on behalf of Assignee, and for all judgments, damages, losses, fines, penalties, costs, and expenses, including, without limitation, legal expenses (collectively, "Losses") suffered or incurred by the Dynegy Released Persons in defending against any Claims, except for Claims or about Losses brought by third parties contesting Assignor's right, title, and interest in the Premises caused by Warrants. The indemnification rights under this Section 6(b) are independent of and in addition to such rights and remedies as Assignor and the other Dynegy Released Persons may have at law or resulting from firein equity or otherwise for any misrepresentation, building vibrations or movement breach of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part of the Premiseswarranty, or from the breakagefailure to fulfill, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether said damage or injury results from conditions arising upon the Premises or from other sources. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of the Building. Notwithstanding the foregoing, nothing contained herein shall limit any representations, warranties or covenants of Landlord set forth in this Leasesatisfy, or comply with any warranties provided with respect to work performed agreement, covenant, obligation, or condition hereunder by Landlord's contractors. FurtherAssignee, notwithstanding the foregoing, the terms none of Article 12 which rights or remedies shall govern with respect to any events of casualtybe affected or diminished hereby.
Appears in 1 contract
Samples: Assignment of Warrants (Tellium Inc)
Release and Indemnity. 16.1 Tenant shall indemnify, defend and hold harmless Landlord against and from any and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, arising from or out of Tenant's use of the Premises or from the conduct of its business or from any activity, work, or other things done, permitted or suffered by the Tenant in or about the Premises or Tenant's reserved parking spaces. Tenant shall further indemnify, defend and hold Landlord harmless from all damages arising out of: (i) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any Tenant-Related Parties; (ii) any activity, work or thing done, pe1mitted or suffered by Tenant or any Tenant-Related Parties in or about the Premises or the Project; (iii) any acts, omissions or negligence of Tenant or any Tenant-Related Parties; (iv) any breach, violation or nonperformance by Tenant or any Tenant-Related Parties of any term, covenant or provision of this Lease or any Applicable Law (as defined in Exhibit "K," R-19); and all claims arising from (v) any negligent act injury or omission damage to the person or willful misconduct of property or Tenant, or any officerTenant-Related Parties or any other person entering upon the Premises under the express or implied invitation of Tenant (in each case, agentother than damages proximately caused by Landlord). If Landlord is named or joined as a defendant in any suit brought in connection with a claim with respect to which Tenant has indemnified Landlord in accordance with the foregoing terms of this Section, employee, contractor, guest, or invitee of Tenant, Tenant shall pay to Landlord its reasonable costs and from all costs, damages, attorneys' fees, and liabilities expenses reasonably incurred in defense of any such claim of any action or proceeding brought thereonthat suit, including any action or proceeding brought against Landlord by reason without limitation, court costs and fees for the professional services of such claimappraisers, accountants, attorneys and expert witnesses. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in the Premises, from any cause except to the extent arising out of or resulting from Landlord's (or its agents', employees' or contractors' ) negligent act or omission or willful misconduct. Tenant shall give prompt notice to Landlord in case of casualty or accidents in the Premises.
16.2 Landlord shall indemnify, defend and hold tenant harmless Tenant against and from any and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, damages arising from or out of any activitydamage to any person, workother than Tenant and Tenant-Related Parties, or other things done by Landlordproperty, its agents, employees or contractors in or about the Outdoor Areas and Common Areas on Landlord's Parcels. Landlord shall further indemnify, defend and hold Tenant harmless from any and all claims arising from the negligent act or omission or willful misconduct of Landlord, or any officer, agent, employee, or contractor of Landlord while on any of Landlord's Parcels or Buildings, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Tenant by reason of such claim.
16.3 Except to the extent arising out of or resulting from proximately caused by activities in or management and operation of those portions of the Project outside of the Premises Area, by the Landlord Group, or the Landlord Group's use thereof (other than damages proximately caused by Tenant or a Tenant-Related Party), or Landlord's negligent act breach of any term of this Lease. If Tenant is named or omission or willful misconductjoined as a defendant in any suit brought in connection with a claim with respect to which Landlord has indemnified Tenant in accordance with the foregoing terms of this Section, Landlord shall not be liable pay to Tenant its reasonable costs and expenses reasonably incurred in that suit, including without limitation, court costs and fees for injury the professional services of appraisers, accountants, attorneys and expert witnesses. The terms of this Section shall survive the expiration or damage which may be sustained by the person, goods, wares, merchandise or property earlier termination of Tenant, its employees, invitees or customers, or by any other person in or about the Premises caused by or resulting from fire, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether said damage or injury results from conditions arising upon the Premises or from other sources. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of the Building. Notwithstanding the foregoing, nothing contained herein shall limit any representations, warranties or covenants of Landlord set forth in this Lease, or any warranties provided with respect to work performed by Landlord's contractors. Further, notwithstanding the foregoing, the terms of Article 12 shall govern with respect to any events of casualty.
Appears in 1 contract
Samples: Lease Agreement (KBS Real Estate Investment Trust II, Inc.)
Release and Indemnity. 16.1 Tenant shall Trustor
(a) releases and waives any future claims against Beneficiary for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim;
(b) agrees to reimburse Beneficiary, on demand, for all costs and expenses incurred by Beneficiary in connection with any review, approval, consent, or inspection relating to the environmental provisions in this Deed of Trust together with interest, after demand, at the Default Rate; and
(c) agrees to indemnify, defend defend, and hold Beneficiary and Trustee harmless Landlord against and from any and all losses, costs, claims, actions, damages, liability penalties, liabilities, causes of action, judgments, court costs, attorney fees and other legal expenses, including reasonable attorneys' feescosts of evidence of title, arising from cost of evidence of value, and other expenses (collectively, "Expenses"), including, but not limited to, any Expenses incurred or accruing after the foreclosure of the lien of this Deed of Trust, which either may suffer or incur and which directly or indirectly arises out of Tenant's use or is in any way connected with the breach of any environmental provision either in this Deed of Trust or in any Loan Document or as a consequence of any Release or threatened Release on the presence, use, generation, manufacture, storage, disposal, transportation, Release, or threatened Release of any Hazardous Substance on or about the Property, including the soils and groundwaters, caused or permitted by Trustor, any prior owner or operator of the Premises Property, any adjoining landowner or from any other party, including, without limitation, the conduct cost of its business any required or from necessary repair, cleanup, remedy, or detoxification of any activityHazardous Substance and the preparation of any closure, workremedial action, or other things donerequired plans, permitted whether that action is required or suffered by the Tenant in or about the Premises or Tenant's reserved parking spaces. Tenant shall further indemnify, defend and hold Landlord harmless from any and all claims arising from any negligent act or omission or willful misconduct of Tenant, or any officer, agent, employee, contractor, guest, or invitee of Tenant, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Landlord necessary by reason of such claimacts or omissions occurring prior to or following the recordation of this Deed of Trust. TenantTrustor's obligations will survive the satisfaction, as a material part release, or cancellation of the consideration to LandlordIndebtedness, hereby assumes all risk the release and reconveyance or partial release and reconveyance of damage to property or injury to persons in the Premises, from any cause except to the extent arising out this Deed of or resulting from Landlord's (or its agents', employees' or contractors' ) negligent act or omission or willful misconduct. Tenant shall give prompt notice to Landlord in case of casualty or accidents in the Premises.
16.2 Landlord shall indemnify, defend and hold harmless Tenant against and from any and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, arising from or out of any activity, work, or other things done by Landlord, its agents, employees or contractors in or about the Outdoor Areas and Common Areas on Landlord's Parcels. Landlord shall further indemnify, defend and hold Tenant harmless from any and all claims arising from the negligent act or omission or willful misconduct of Landlord, or any officer, agent, employee, or contractor of Landlord while on any of Landlord's Parcels or BuildingsTrust, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Tenant by reason of such claim.
16.3 Except to the extent arising out of or resulting from Landlord's negligent act or omission or willful misconduct, Landlord shall not be liable for injury or damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees or customers, or by any other person in or about the Premises caused by or resulting from fire, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part foreclosure of the Premises, lien of this Deed of Trust or from the breakage, leakage, obstruction or other defects deed in lieu of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures Deed of the same, whether said damage or injury results from conditions arising upon the Premises or from other sources. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of the Building. Notwithstanding the foregoing, nothing contained herein shall limit any representations, warranties or covenants of Landlord set forth in this Lease, or any warranties provided with respect to work performed by Landlord's contractors. Further, notwithstanding the foregoing, the terms of Article 12 shall govern with respect to any events of casualtyTrust.
Appears in 1 contract
Samples: Deed of Trust, Security Agreement, and Fixture Filing (En Pointe Technologies Inc)
Release and Indemnity. 16.1 Tenant shall Borrower agrees to release and indemnify, --------------------- defend and hold Lender harmless Landlord from and against and from any and all liabilities, claims, actions, damages, liability costs and expensesexpenses (including all reasonable legal fees and expenses of Lender's counsel) arising out of or resulting from construction of the Improvements, including reasonable attorneys' fees, arising from any defective workmanship or out of Tenant's use materials; any failure to satisfy any of the Premises Governmental Requirements; Lender's performance of any act permitted under the Letter of Credit Documents (excluding Lender's gross negligence or from willful misconduct); breach of any representation or warranty made or given by Borrower to Lender; breach of any obligation of Borrower contained in any of the conduct Letter of its business Credit Documents; or from any activity, work, claim or other things done, permitted or suffered cause of action of any kind by the Tenant in or about the Premises or Tenant's reserved parking spaces. Tenant shall further indemnify, defend and hold Landlord harmless from any and all claims arising from party that Lender is liable for any negligent act or omission committed or willful misconduct of Tenant, made by Borrower or any officerother person or entity in connection with the ownership, agentsale, employeeoperation or development of the Property, contractorthe Chino Property or the construction of the Improvements, guest, or invitee of Tenant, and from all costs, damages, attorneys' fees, and liabilities incurred in defense whether on account of any such claim theory of any action derivative liability, comparative negligence or proceeding brought thereonotherwise. Upon demand by Lender, including Borrower shall defend any action or proceeding brought against Landlord by reason of such claim. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in the Premises, from any cause except to the extent Lender arising out of or resulting from Landlord's (or its agents', employees' or contractors' ) negligent act or omission or willful misconduct. Tenant shall give prompt notice to Landlord in case of casualty or accidents in the Premises.
16.2 Landlord shall indemnify, defend and hold harmless Tenant against and from alleging any and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, arising from or out of any activity, work, or other things done by Landlord, its agents, employees or contractors in or about the Outdoor Areas and Common Areas on Landlord's Parcels. Landlord shall further indemnify, defend and hold Tenant harmless from any and all claims arising from the negligent act or omission or willful misconduct of Landlord, or any officer, agent, employee, or contractor of Landlord while on any of Landlord's Parcels or Buildings, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereoncovered by this indemnity, including any action or proceeding brought against Tenant by reason all at Borrower's own cost alternative, Lender may elect to conduct its own defense at the expense of such claim.
16.3 Except to the extent arising out of or resulting from Landlord's negligent act or omission or willful misconduct, Landlord shall not be liable for injury or damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees or customers, or by any other person in or about the Premises caused by or resulting from fire, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether said damage or injury results from conditions arising upon the Premises or from other sources. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of the BuildingBorrower. Notwithstanding the foregoingprovisions of the two preceding sentences, nothing contained herein Borrower shall limit any representationshave the right to provide the defense of Lender (which this paragraph requires) by counsel of Borrower's choosing, warranties whom Lender shall have the right to approve in its reasonable judgment. Borrower's right to so provide Lender's defense shall apply so long as there is no conflict or covenants divergence of Landlord set forth interest between the interest of Lender and the interest of Borrower in the provision of the defense. Lender shall have the right, in its sole discretion, to determine whether a conflict or divergence of interest exists; if Lender determines that a conflict or divergence of interest exists, Borrower shall retain separate counsel to conduct the defense of Lender, which separate counsel shall be acceptable to Lender in its reasonable judgment. The provisions of this Leaseparagraph shall survive the termination of this Agreement, the repayment of the amounts due to Lender under the Reimbursement Agreement, and the release of the Property or any warranties provided with respect to work performed by Landlord's contractors. Further, notwithstanding portion of it from the foregoing, Trust Deed and the terms release of Article 12 shall govern with respect to the Chino Property or any events portion of casualtyit from the Chino Trust Deed.
Appears in 1 contract
Release and Indemnity. 16.1 As material consideration to Landlord, Tenant agrees that Landlord, its affiliates and their respective partners, members, managers, employees, agents, trustees, beneficiaries, officers, directors, shareholders, divisions, subsidiaries and successors (collectively, “Indemnitees”) shall not be liable to Tenant, its agents, employees, sublessees, invitees, licensees and other persons claiming under Tenant for any of the following events, provided that such events were not caused by any Indemnitee: (i) loss or damage to the Premises by theft or otherwise, (ii) consequential damages arising out of any loss of the use of the Premises or any equipment or facilities therein; or (iii) any injury or damage to person or property on the Premises resulting from fire, explosion, gas, electricity, water or rain which may leak from any part of the Premises or from pipes, appliances or plumbing work therein or from the roof, street, sub-surface or from any other place on the Premises or resulting from dampness or any other cause whatsoever on the Premises. Landlord shall not be liable for any latent defects in the Premises. Tenant shall give prompt notice to Landlord in case of fire or accidents on the Premises, and of defects therein or in the fixtures or equipment located therein. To the fullest extent permitted by law, Tenant agrees to indemnify, defend (with counsel reasonably satisfactory to Landlord) and hold harmless Landlord against and the Indemnitees from any and (i) all claims, actions, damagesliabilities, liability and expenses, including reasonable attorneys' fees, proceedings arising from the Premises or out of Tenant's ’s use of the Premises or from the conduct of its business or from any activity, work, work or other things thing done, permitted or suffered by the Tenant in or about the Premises Premises, and any breach or Tenant's reserved parking spaces. material default in the performance of any obligation to be performed by Tenant shall further indemnifyunder the terms of this Lease, defend and hold Landlord harmless from any and all claims or arising from any negligent act act, neglect, fault or omission or willful misconduct of Tenant, or any officerof its agents, agentcontractors, employee, contractor, guest, employees or invitee of Tenantinvitees, and from (ii) any and all costs, damages, attorneys' ’ fees, expenses and liabilities incurred in defense of with respect to any such claim of claims, actions, liabilities, or proceedings, and in the event any action actions or proceeding brought thereon, including any action or proceeding proceedings shall be brought against Landlord by reason of any such claimclaims. Tenant, as a material part of the consideration to upon notice from Landlord, shall defend the same at Tenant’s expense by counsel reasonably approved in writing by Landlord. Tenant hereby assumes all risk of damage to property or injury to persons in the Premisesperson in, from any cause except to the extent arising out of or resulting from Landlord's (or its agents', employees' or contractors' ) negligent act or omission or willful misconduct. Tenant shall give prompt notice to Landlord in case of casualty or accidents in the Premises.
16.2 Landlord shall indemnify, defend and hold harmless Tenant against and from any and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, arising from or out of any activity, work, or other things done by Landlord, its agents, employees or contractors in or about the Outdoor Areas and Common Areas on Landlord's Parcels. Landlord shall further indemnify, defend and hold Tenant harmless from any and all claims arising from the negligent act or omission or willful misconduct of Landlord, or any officer, agent, employee, or contractor of Landlord while on any of Landlord's Parcels or Buildings, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Tenant by reason of such claim.
16.3 Except to the extent arising out of or resulting from Landlord's negligent act or omission or willful misconduct, Landlord shall not be liable for injury or damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees or customers, or by any other person in upon or about the Premises caused by or resulting from fire, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part cause whatsoever during the term of the PremisesLease, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether said than such damage or injury results from conditions arising upon the Premises or from other sources. Landlord shall not be liable for that is caused by any damages arising from any act or neglect of any other tenant of the Building. Notwithstanding the foregoingIndemnitee, nothing contained herein shall limit any representations, warranties or covenants of Landlord set forth and Tenant hereby waives all its claims in this Lease, or any warranties provided with respect to work performed by thereof against Landlord's contractors. Further, notwithstanding the foregoing, the terms of Article 12 shall govern with respect to any events of casualty.
Appears in 1 contract
Samples: Lease Agreement (California Coastal Communities Inc)
Release and Indemnity. 16.1 17.1 Tenant shall indemnify, defend indemnify and hold harmless Landlord and the City of Hayward, its officers, agents and employees, against and from any and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, arising from or out of Tenant's use of the Premises or from the conduct of its business or from any activity, work, or other things done, permitted or suffered by the Tenant in or about the Premises or Tenant's reserved parking spacesPremises. Tenant shall further indemnify, defend indemnify and hold Landlord and the City of Hayward, its officers, agents and employees, harmless from any and all claims arising from any negligent breach or default in the performance of any obligation on Tenant's part to be performed under the terms of the Lease, or arising from any act or omission or willful misconduct negligence of the Tenant, or any officer, agent, employee, contractor, guest, guest or invitee of Tenant, and from all costs, damages, attorneys' attorney's fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, thereon including any action or proceeding brought against Landlord by reason re ason of such claim. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in in, upon or about the Premises, from any cause except to the extent arising out of or resulting from other than Landlord's (or its agents', employees' or contractors' ) negligent act or omission or willful misconductnegligence. Tenant shall give prompt notice to Landlord in case of casualty or accidents in the Premises.
16.2 Landlord shall indemnify, defend and hold harmless Tenant against and from any and all claims, actions, damages, liability and expenses, including reasonable attorneys' fees, arising from or out of any activity, work, or other things done by Landlord, its agents, employees or contractors in or about the Outdoor Areas and Common Areas on Landlord's Parcels. Landlord shall further indemnify, defend and hold Tenant harmless from any and all claims arising from the negligent act or omission or willful misconduct of Landlord, or any officer, agent, employee, or contractor of Landlord while on any of Landlord's Parcels or Buildings, and from all costs, damages, attorneys' fees, and liabilities incurred in defense of any such claim of any action or proceeding brought thereon, including any action or proceeding brought against Tenant by reason of such claim.
16.3 Except to the extent arising out of or resulting from Landlord's negligent act or omission or willful misconduct, 17.2 Landlord shall not be liable for injury or damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees or customers, or by any other person in or about the Premises caused by or resulting from fire, building vibrations or movement of floor slab, steam, electricity, gas, water or rain which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether the said damage or injury results from conditions arising upon the Demised Premises or from other sources. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant of the Building. Notwithstanding the foregoing, nothing contained herein shall limit any representations, warranties or covenants of Landlord set forth in this Lease, or any warranties provided with respect to work performed by Landlord's contractors. Further, notwithstanding the foregoing, the terms of Article 12 shall govern with respect to any events of casualtyShopping Center.
Appears in 1 contract
Samples: Retail Lease (MCB Financial Corp)
