Tenant Indemnity. To the fullest extent permitted by law and except as provided below, Tenant hereby waives all Claims against Landlord and the Landlord Parties for damage to any property or injury to or death of any person in, upon or about the Premises, the Building or the Project arising at any time and from any cause. Except for Claims arising from the gross negligence or willful misconduct of Landlord or Landlord’s employees or agents with regard to the Project, Tenant hereby agrees to indemnify, defend and hold harmless each of Landlord and the Landlord Parties from and against all Claims, including without limitation, any Claims for damage to any property or injury to or death of any person, arising from or related to (a) any act or omission by Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant in, on or about the Premises, the Building or the Project, or (b) the use or occupancy of the Premises, the Building or the Project by Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant, or (c) the negligence or willful misconduct of Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant, in, on or about the Premises, the Building or the Project, or (d) any breach or default by Tenant under this Lease, or (e) any sign in, or about the Premises, the Building or the Project installed by Tenant in accordance with Paragraph 34 below. If any action or proceeding is brought against Landlord or any of the Landlord Parties by reason of any of the foregoing matters, Tenant shall upon notice defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord and Landlord shall cooperate with Tenant in such defense. Landlord need not have first paid any such Claim in order to be defended or indemnified. All of the obligations of Tenant set forth in this Lease including, without limitation, the obligations set forth in this Paragraph 8.6 shall survive the expiration or earlier termination of this Lease.
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Tenant Indemnity. To the fullest extent permitted by law Tenant shall indemnify and except as provided below, Tenant hereby waives all Claims save harmless Landlord against Landlord and the Landlord Parties for damage to any property or injury to or death of any person in, upon or about the Premises, the Building or the Project arising at any time 694 and from any cause. Except for Claims arising from the gross negligence or willful misconduct of Landlord or Landlord’s employees or agents with regard to the Projectall liabilities, Tenant hereby agrees to indemnifysuits, defend obligations, fines, damages, penalties, claims, costs, charges, and hold harmless each of Landlord and the Landlord Parties from and against all Claimsexpenses, including without limitation, any Claims for damage to any property or injury to or death of any person, arising from or related to (a) any act or omission by Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant in, on or about the Premises, the Building or the Project, or (b) the use or occupancy of the Premises, the Building or the Project by Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant, or (c) the negligence or willful misconduct of Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant, in, on or about the Premises, the Building or the Project, or (d) any breach or default by Tenant under this Lease, or (e) any sign in, or about the Premises, the Building or the Project installed by Tenant in accordance with Paragraph 34 below. If any action or proceeding is brought against Landlord or any of the Landlord Parties by reason of any of the foregoing matters, Tenant shall upon notice defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord and Landlord shall cooperate with Tenant in such defense. Landlord need not have first paid any such Claim in order to be defended or indemnified. All of the obligations of Tenant set forth in this Lease 695 including, without limitation, attorneys’ fees and disbursements, that may be imposed upon or asserted 696 against, or reasonably incurred by, Landlord or any agency or subdivision thereof or its respective agents, 697 employees, officers, or officials (the “Tenant Indemnitees”) by reason of the acts or omissions of Tenant 698 or its affiliates in the performance of each of their obligations set forth under this Lease or by reason of the acts or 699 omissions of Sublessees as defined in Section 2.2(d) above, except to the extent that such liability or other 700 loss is caused proximately, in whole or in part, by the negligent or willful acts of Tenant Indemnitees. 701 Tenant shall defend any and all legal proceedings commenced against any Tenant Indemnitee arising 702 under Tenant’s obligations under this Paragraph 8.6 Article using legal counsel satisfactory to Landlord. Landlord shall survive 703 use its best efforts to give Tenant reasonable notice of any legal proceeding of which it has actual 704 knowledge. Tenant shall deliver to Landlord copies of documents served in any legal proceeding arising 705 in connection with the expiration or earlier termination Parking Facility and, whenever requested by Landlord, shall advise Landlord as to 706 the status of such legal proceeding; provided, however, that any such consultation shall not cause Tenant 707 to waive any claim of privilege, including, without limitation, attorney-client privilege. If Tenant fails to 708 defend any such legal proceeding, Landlord shall have the right (but not the obligation) to defend the 709 proceeding at Tenant’s expense. Tenant shall not settle any such legal proceeding without Landlord’s 710 prior written consent unless the effect of such settlement shall be to release all Tenant Indemnitees from 711 all liability with respect to such legal proceeding (and all claims and liabilities asserted therein). For 712 purposes of this Lease.Section, “legal proceedings” includes legal actions and administrative proceedings. 713
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Tenant Indemnity. To the fullest extent permitted by law Tenant shall indemnify and except as provided below, Tenant hereby waives all Claims save harmless Landlord against Landlord and the Landlord Parties for damage to any property or injury to or death of any person in, upon or about the Premises, the Building or the Project arising at any time and from any cause. Except for Claims arising from the gross negligence or willful misconduct of Landlord or Landlord’s employees or agents with regard to the Projectall liabilities, Tenant hereby agrees to indemnifysuits, defend obligations, fines, damages, penalties, claims, costs, charges, and hold harmless each of Landlord and the Landlord Parties from and against all Claimsexpenses, including without limitation, any Claims for damage to any property or injury to or death of any person, arising from or related to (a) any act or omission by Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant in, on or about the Premises, the Building or the Project, or (b) the use or occupancy of the Premises, the Building or the Project by Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant, or (c) the negligence or willful misconduct of Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant, in, on or about the Premises, the Building or the Project, or (d) any breach or default by Tenant under this Lease, or (e) any sign in, or about the Premises, the Building or the Project installed by Tenant in accordance with Paragraph 34 below. If any action or proceeding is brought against Landlord or any of the Landlord Parties by reason of any of the foregoing matters, Tenant shall upon notice defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord and Landlord shall cooperate with Tenant in such defense. Landlord need not have first paid any such Claim in order to be defended or indemnified. All of the obligations of Tenant set forth in this Lease including, without limitation, attorneys’ fees and disbursements, that may be imposed upon or asserted against, or reasonably incurred by, Landlord or any agency or subdivision thereof or its respective agents, employees, officers, or officials (the “Tenant Indemnitees”) by reason of the acts or omissions of Tenant or its affiliates in the performance of each of their obligations set forth under this Lease or by reason of the acts or omissions of Sublessees as defined in Section 2.2(d) above, except to the extent that such liability or other loss is caused proximately, in whole or in part, by the negligent or willful acts of Tenant Indemnitees. Tenant shall defend any and all legal proceedings commenced against any Tenant Indemnitee arising under Tenant’s obligations under this Paragraph 8.6 Article using legal counsel satisfactory to Landlord. Landlord shall survive use its best efforts to give Tenant reasonable notice of any legal proceeding of which it has actual knowledge. Tenant shall deliver to Landlord copies of documents served in any legal proceeding arising in connection with the expiration or earlier termination Parking Facility and, whenever requested by Landlord, shall advise Landlord as to the status of such legal proceeding; provided, however, that any such consultation shall not cause Tenant to waive any claim of privilege, including, without limitation, attorney-client privilege. If Tenant fails to defend any such legal proceeding, Landlord shall have the right (but not the obligation) to defend the proceeding at Tenant’s expense. Tenant shall not settle any such legal proceeding without Landlord’s prior written consent unless the effect of such settlement shall be to release all Tenant Indemnitees from all liability with respect to such legal proceeding (and all claims and liabilities asserted therein). For purposes of this Leasesection, “legal proceedings” includes legal actions and administrative proceedings.
Appears in 1 contract
Samples: Parking Lease Agreement
Tenant Indemnity. To the fullest extent permitted by law and except Except as otherwise provided belowin this section, Tenant hereby waives shall indemnify, defend (using legal counsel reasonably acceptable to Landlord) and save Landlord harmless from all Claims against Landlord claims, suits, losses, damages, fines, penalties, liabilities and the Landlord Parties for damage to expenses (including Landlord's personnel and overhead costs and attorneys fees and other costs incurred in connection with claims, regardless of whether such claims involve litigation but excluding consequential damages such as lost profits) resulting from any property actual or alleged injury to or death (including death) of any person inor from any actual or alleged loss of or damage to, upon any property arising out of or about in connection with (i) Tenant's occupation, use or improvement of the Premises, the Building or the Project arising at any time and from any cause. Except for Claims arising from the gross negligence that of its employees, agents or willful misconduct contractors, (ii) Tenant's breach of Landlord its obligations hereunder, or Landlord’s employees or agents with regard to the Project, Tenant hereby agrees to indemnify, defend and hold harmless each of Landlord and the Landlord Parties from and against all Claims, including without limitation, any Claims for damage to any property or injury to or death of any person, arising from or related to (aiii) any act or omission of Tenant or any subtenant, licensee, assignee or concessionaire of Tenant, or of any officer, agent, employee, guest or invitee of Tenant, or of any such entity in the Premises. Tenaxx xxxees that the foregoing indemnity specifically covers actions brought by its own employees. This indemnity with respect to acts or omissions during the term of this Lease shall survive termination or expiration of this Lease. The foregoing indemnity is specifically and expressly intended to, constitute a waiver of Tenant's immunity under Washington's Industrial Insurance Act, RCW Title 51, to the extent necessary to provide Landlord with a full and complete indemnity from claims made by Tenant or Tenant’s and its employees, agents, contractors, invitees to the extent provided herein. Tenant shall promptly notify Landlord of casualties or any other person claiming under Tenant in, on accidents occurring in or about the Premises, the Building or the Project, or (b) the use or occupancy of the Premises, the Building or the Project by Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant, or (c) the negligence or willful misconduct of Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant, in, on or about the Premises, the Building or the Project, or (d) any breach or default by Tenant under this Lease, or (e) any sign in, or about the Premises, the Building or the Project installed by Tenant in accordance with Paragraph 34 below. If any action or proceeding is brought against Landlord or any of the Landlord Parties by reason of any of the foregoing matters, Tenant shall upon notice defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord and Landlord shall cooperate with Tenant in such defense. Landlord need not have first paid any such Claim in order to be defended or indemnified. All of the obligations of Tenant set forth in this Lease including, without limitation, the obligations set forth in this Paragraph 8.6 shall survive the expiration or earlier termination of this LeaseLANDLORD AND TENANT ACKNOWLEDGE THAT THE INDEMNIFICATION PROVISIONS OF SECTION 8.F AND THIS SECTION 15 WERE SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEM.
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Tenant Indemnity. To the fullest extent permitted by law and except as provided below, Tenant hereby waives all Claims against Landlord and the Landlord Parties for damage to any property or injury to or death of any person in, upon or about the Premises, the Building or the Project arising at any time and from any cause. Except for Claims arising from the gross negligence or willful misconduct of Landlord or Landlord’s employees or agents with regard to the Project, Tenant hereby agrees to indemnify, defend and hold harmless each of Landlord and the Landlord Parties from and against all Claims, including without limitation, any Claims for damage to any property or injury to or death of any person, arising from or related to (a) any act or omission by Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant in, on or about the Premises, the Building or the Project, or (b) the use or occupancy of the Premises, the Building or the Project by Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant, or (c) the negligence or willful misconduct of Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant, in, on or about the Premises, the Building or the Project, or (d) any breach or default by Tenant under this Lease, or (e) any sign in, or about the Premises, the Building or the Project installed by Tenant in accordance with Paragraph 34 below. If any action or proceeding is brought against Landlord or any of the Landlord Parties by reason of any of the foregoing matters, Tenant shall upon notice defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord and Landlord shall cooperate with Tenant in such defense. Landlord need not have first paid any such Claim in order to be defended or indemnified. All of the obligations of Tenant set forth in this Lease including, without limitation, the obligations set forth in this Paragraph 8.6 shall survive the expiration or earlier termination of this Lease.
Appears in 1 contract
Samples: Lease (Replidyne Inc)
Tenant Indemnity. To the fullest extent permitted by law and except Except as provided belowin Section 35.1 above, Tenant hereby waives assumes all Claims against risk of damage to property and injury to persons in, on or about the Leased Premises from any cause whatsoever, and agrees that, to the extent not prohibited by applicable laws, Landlord, its partners and subpartners, and their respective officers, directors, shareholders, agents, property managers, employees and independent contractors (collectively, the “Landlord Parties”) shall not be liable for, and are hereby released from any responsibility for, any damage either to person or property or resulting from the loss of use thereof, which damage is sustained by Tenant or by other persons claiming through Tenant. Except as provided in Section 35.1 above, Tenant shall indemnify, defend, protect and hold harmless the Landlord Parties for damage to from and against any property and all loss, cost, damages, expense, claims and liability, including without limitation court costs and reasonably attorneys’ fees (collectively, “Claims”) incurred in connection with or injury to arising from any cause in, on or death about the Leased Premises, and/or any acts, omissions or negligence of Tenant or of any person claiming by, through or under Tenant, or of the contractors, agents, employees, licensees or invitees of Tenant or any such person in, upon on or about the PremisesLeased Premises or caused by, arising out of, resulting from or related to Tenant’s breach of its obligations and duties expressly set forth in this Lease. The terms of the Building or foregoing assumption of risk, release and indemnity shall not, however apply to any Claims to the Project arising at any time and from any cause. Except for Claims arising extent resulting from the gross negligence or willful misconduct of Landlord or Landlordthe Landlord Parties. Tenant’s employees or agents with regard agreement to indemnify Landlord pursuant to this Section 35 is not intended and shall not relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to the Project, Tenant hereby agrees to indemnify, defend and hold harmless each provision of Landlord and the Landlord Parties from and against all Claims, including without limitation, any Claims for damage to any property or injury to or death of any person, arising from or related to (a) any act or omission by Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant in, on or about the Premises, the Building or the Project, or (b) the use or occupancy of the Premises, the Building or the Project by Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant, or (c) the negligence or willful misconduct of Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant, in, on or about the Premises, the Building or the Project, or (d) any breach or default by Tenant under this Lease, or (e) any sign in, or about the Premises, the Building or the Project installed by Tenant in accordance with Paragraph 34 below. If any action or proceeding is brought against Landlord or any The provisions of the Landlord Parties by reason of any of the foregoing matters, Tenant shall upon notice defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord and Landlord shall cooperate with Tenant in such defense. Landlord need not have first paid any such Claim in order to be defended or indemnified. All of the obligations of Tenant set forth in this Lease including, without limitation, the obligations set forth in this Paragraph 8.6 Section 35 shall survive the expiration or earlier sooner termination of this LeaseLease with respect to any Claims occurring prior to such expiration or termination.
Appears in 1 contract
Tenant Indemnity. To the fullest extent permitted by law Tenant shall indemnify and except as provided below, Tenant hereby waives hold Landlord harmless from and against any and all Claims against Landlord and the Landlord Parties claims or liability for damage to any property or bodily injury to or death of any person in, upon or about the Premises, the Building loss of or the Project arising at any time and from any cause. Except for Claims arising from the gross negligence or willful misconduct of Landlord or Landlord’s employees or agents with regard to the Project, Tenant hereby agrees to indemnify, defend and hold harmless each of Landlord and the Landlord Parties from and against all Claims, including without limitation, any Claims for damage to any property arising out of Tenant’s use of the Premises or injury to the Property or death from the conduct of Tenant’s business or from any personactivity, arising from work or related to thing done, permitted or suffered by Tenant, its agents, employees, contractors or invitees in or about the Premises or the Property except:
(a) claims and liabilities to the extent caused by any act or omission by Tenant or Tenant’s negligence on the part of Landlord, its agents, employees, agentscontractors or invitees, contractors, invitees or any other person claiming under Tenant in, on or about the Premises, the Building or the Project, or or
(b) claims and liabilities for property damage addressed in Paragraph 7.4. In the use or occupancy absence of any negligence on the part of the PremisesLandlord, the Building or the Project by Tenant or Tenant’s its agents, employees, agentscontractors or invitees, contractorssuch indemnity shall include all reasonable costs, invitees attorneys’ fees and expenses incurred in the defense of any such claim or any other person claiming under Tenant, action or (c) proceeding brought thereon. In the negligence or willful misconduct of Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant, in, on or about the Premises, the Building or the Project, or (d) any breach or default by Tenant under this Lease, or (e) any sign in, or about the Premises, the Building or the Project installed by Tenant in accordance with Paragraph 34 below. If event any action or proceeding is brought against Landlord or any of the Landlord Parties by reason of any claim falling within the scope of the foregoing mattersindemnity, and in the absence of any negligence on the part of Landlord, Tenant upon written notice from Landlord to Tenant within 60 days after Landlord receives notice of the claim shall upon notice defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord. The foregoing indemnity is conditioned upon Landlord providing notice to Tenant within 60 days after Landlord receives notice of any claim or occurrence that is likely to give rise to a claim that will fall within the scope of the foregoing indemnity and Landlord shall cooperate cooperating fully with Tenant in such defense. Landlord need not have first paid any such Claim in order to be defended defense or indemnified. All settlement of the obligations of Tenant set forth in this Lease including, without limitation, the obligations set forth in this Paragraph 8.6 shall survive the expiration claim or earlier termination of this Leaseliability.
Appears in 1 contract
Tenant Indemnity. To the fullest extent permitted by law and except as provided below, Tenant hereby waives all Claims against Landlord and the Landlord Parties for damage In addition to any property other obligations of Tenant hereunder, including the obligations of Tenant to provide insurance. Tenant shall defend, indemnify and hold Landlord harmless for, from and against any and all claims arising from Tenant’s use of the Premises, or injury to from the conduct of Tenant’s business or death of from any person inactivity, upon work or things done, permitted or suffered by Tenant in or about the PremisesPremises or elsewhere and shall further defend, the Building or the Project indemnify and hold Landlord harmless for, from and against any and all claims arising at any time and from any cause. Except for Claims breach or default in the performance of any obligation on Tenant’s part to be performed under the terms of this Lease, or arising from any negligence of Tenant, or any of Tenant’s agents, contractors, or employees, and for, from and against all costs, attorneys’ fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon, except to the extent caused by Landlord’s gross negligence or willful misconduct of Landlord or Landlord’s employees or agents with regard to the Project, Tenant hereby agrees to indemnify, defend ; and hold harmless each of Landlord and the Landlord Parties from and against all Claims, including without limitation, any Claims for damage to any property or injury to or death of any person, arising from or related to (a) any act or omission by Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant in, on or about the Premises, the Building or the Project, or (b) the use or occupancy of the Premises, the Building or the Project by Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant, or (c) the negligence or willful misconduct of Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant, in, on or about the Premises, the Building or the Project, or (d) any breach or default by Tenant under this Lease, or (e) any sign in, or about the Premises, the Building or the Project installed by Tenant in accordance with Paragraph 34 below. If case any action or proceeding is be brought against Landlord or any of the Landlord Parties by reason of any of the foregoing matterssuch claim, Tenant shall upon notice from Landlord shall defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord and Landlord shall cooperate with Tenant in such defenseLandlord. Landlord need not have first paid any such Claim in order to be defended or indemnified. All Tenant, as a material part of the obligations of Tenant set forth in this Lease including, without limitation, the obligations set forth in this Paragraph 8.6 shall survive the expiration or earlier termination consideration to Landlord for Landlord’s execution of this Lease, also hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause whatsoever; hereby waives all claims in respect thereof against Landlord, except to the extent caused by Landlord’s gross negligence or willful misconduct; and agrees that all claims with respect thereto shall be made solely against any insurance carried by Tenant and/or against any other persons or entities which may be liable for such claims.
Appears in 1 contract
Tenant Indemnity. To the fullest extent permitted by law Tenant shall indemnify and except as provided below, Tenant hereby waives hold Landlord harmless from and against any and all Claims against Landlord and the Landlord Parties claims or liability for damage to any property or bodily injury to or death of any person in, upon or about the Premises, the Building or the Project arising at any time and from any cause. Except for Claims arising from the gross negligence or willful misconduct of Landlord or Landlord’s employees or agents with regard to the Project, Tenant hereby agrees to indemnify, defend and hold harmless each of Landlord and the Landlord Parties from and against all Claims, including without limitation, any Claims for damage to any property arising out of the use of the Premises or injury to or death of any person, arising from or related to (a) any act or omission the Building by Tenant or any sublessee, agent, employee, contractor, invitee or licensee of Tenant or from the conduct of Tenant’s employees's business, agentsor from any activity, contractorswork, invitees or any other person claiming under thing done, permitted, or suffered by Tenant in, on in or about the Premises, the Building Premises or the ProjectBuilding, except:
(i) to the extent of claims and liabilities caused by the negligent acts or omissions of Landlord, its agent or employees; or
(bii) claims and liabilities for property damage addressed in SECTION 15.1 entitled "Mutual Waiver of Claims." Such indemnity shall include all reasonable costs, attorneys' fees, and expenses incurred in the use defense of any such claim or occupancy of the Premises, the Building or the Project by Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant, or (c) the negligence or willful misconduct of Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant, in, on or about the Premises, the Building or the Project, or (d) any breach or default by Tenant under this Lease, or (e) any sign in, or about the Premises, the Building or the Project installed by Tenant in accordance with Paragraph 34 below. If any action or proceeding is brought against Landlord or any of the Landlord Parties by reason of any of the foregoing matters, Tenant shall upon notice defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord thereon and Landlord shall cooperate with Tenant in such defense. Landlord need not have first paid any such Claim in order to be defended or indemnified. All of liability arising during the obligations of Tenant set forth in this Lease including, without limitation, the obligations set forth in this Paragraph 8.6 Term shall survive the expiration or earlier termination of this Lease. This indemnity will be applicable to a claim only if Landlord:
(a) notifies Tenant of the claim or liability in writing within sixty (60) days after Landlord receives written notice of the claim or liability;
(b) permits Tenant to defend or settle the claim or liability (unless Landlord is also obligated to indemnify Tenant under SECTION 16.2) so long as Tenant promptly undertakes such defense or settlement and pursues the same in good faith and with due diligence; and
(c) cooperates with Tenant at Tenant's expense in any defense or settlement of the claim or liability.
Appears in 1 contract
Tenant Indemnity. To the fullest extent permitted by law and except as provided below, Tenant hereby waives all Claims against Landlord and the Landlord Parties for damage to any property or injury to or death of any person in, upon or about the Premises, the Building or the Project arising at any time and from any cause. Except for Claims arising from the gross negligence or willful misconduct of Landlord or Landlord’s employees or agents with regard to the Project, Tenant hereby agrees to shall indemnify, defend protect, defend, and hold harmless each of Landlord the Leased Premises, Landlord, and the Landlord Parties from and against all Claimsits members, including without limitationmanagers, any Claims for damage to any property or injury to or death of any person, arising from or related to (a) any act or omission by Tenant or Tenant’s employees, agents, contractors, invitees partners, and Lenders from and against any and all claims, actions, demands, suits, proceedings, orders, losses (including loss of rents), damages, liens, judgments, penalties, attorneys’ and consultants’ fees, expenses, and/or liabilities (collectively, “Claims”) arising out of: (a) the use and/or occupancy of the Leased Premises by Tenant; (b) the conduct of Tenant’s business on the Leased Premises; (c) any act, omission, fault, or any other person claiming under Tenant in, neglect on or about the PremisesLeased Premises of Tenant, the Building or the Projectits agents, or (b) the use or occupancy of the Premises, the Building or the Project by Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenantsubtenants, licensees, visitors, or (c) the negligence or willful misconduct of Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant, in, on or about the Premises, the Building or the Project, invitees; or (d) any breach violation of any terms hereof by Tenant, except to the extent such Claim is the result of Landlord’s gross negligence or default by willful misconduct. A party seeking indemnification pursuant to the indemnity set forth herein (the “Claimant”) shall give Tenant under this Lease, or (e) any sign in, or about prompt written notice of the Premises, Claim for which it seeks indemnification. The Tenant shall be entitled to participate in the Building or the Project installed by Tenant in accordance with Paragraph 34 belowdefense of such Claim. If at any action or proceeding time the Tenant acknowledges in writing that the Claim is brought against Landlord or any of the Landlord Parties by reason of any of the foregoing mattersfully indemnifiable, Tenant shall upon notice defend have the same right to assume total control of the defense of such Claim at Tenant’s its own expense in which case Tenant shall have no liability for any additional attorney fees incurred by counsel reasonably satisfactory to Landlord and Landlord shall cooperate with Tenant in such defenseClaimant. Landlord need If Xxxxxx does not have first paid assume total control of the defense of any such Claim, the Claimant agrees not to settle such Claim in order to be defended or indemnified. All without the written consent of the obligations of Tenant set forth Tenant. Nothing contained in this Lease including, without limitation, Section 23 shall prevent either the obligations set forth in Tenant or the Claimant from assuming total control of the defense and/or settling any Claim against it for which indemnification is not sought under this Paragraph 8.6 shall survive the expiration or earlier termination of this LeaseSection.
Appears in 1 contract
Samples: Commercial Lease
Tenant Indemnity. To the fullest extent permitted by law Tenant shall protect and except as provided belowdefend, Tenant hereby waives all Claims against Landlord and the Landlord Parties for damage to any property or injury to or death of any person in, upon or about the Premises, the Building or the Project arising at any time and from any cause. Except for Claims arising from the gross negligence or willful misconduct of Landlord or Landlord’s employees or agents with regard to the Project, Tenant hereby agrees to indemnify, defend indemnify and hold Landlord harmless each of Landlord and the Landlord Parties from and against any and all Claims, losses (including without limitation, any Claims for damage to any property or injury to or death court costs and reasonable attorney’s fees) incurred in connection with Tenant’s occupancy of the Leased Premises by reason of any person, arising third party claims to the extent resulting from or related to (a) any act or omission by Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant in, on or about the Premises, the Building or the Project, or (b) the use or occupancy of the Premises, the Building or the Project by Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant, or (c) the negligence or willful misconduct of Tenant or its agents during the Lease Term; (b) Tenant’s employees, agents, contractors, invitees or any other person claiming of Tenant’s agents’ failure to comply with any and all laws applicable to the condition or use of the Leased Premises or its occupancy (to the extent such compliance is required under this Lease); (c) Tenant, in, on ’s work or business in or about the Leased Premises, the Building or the Project, ; or (d) any breach or default by on the part of Tenant under in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to this Lease; except that, in each case, in no event shall Tenant indemnify Landlord or any of Landlord’s employees, agents, or contractors for their negligence or willful misconduct or violation of this Lease (e) collectively, “Tenant’s Indemnified Matters”). In the event that any sign in, or about the Premises, the Building or the Project installed by Tenant in accordance with Paragraph 34 below. If any third party action or proceeding is brought against Landlord or any of the person or party related to Landlord Parties by reason of any of the foregoing matters, Tenant shall upon notice defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord and Indemnified Matters, Landlord shall provide Tenant prompt written notice of any such claim and shall reasonably cooperate with Tenant in connection with the claim. Tenant shall have the right to assume exclusive control of the defense and disposition, including any settlement (at its own expense) of any such defenseclaim through counsel of its own choosing. Landlord need not shall have first paid the right to participate in the defense thereof and to employ counsel, at Landlord’s own expense, separate from the counsel employed by Tenant. In no event shall Landlord be liable for any such Claim in order consequential, indirect, special, incidental, punitive or exemplary damages arising from a claim brought by another party hereto occasioned by any failure to be defended perform or indemnified. All the breach of the obligations of Tenant set forth in this Lease including, without limitation, the obligations set forth in this Paragraph 8.6 shall survive the expiration or earlier termination of any obligation under this Lease.
Appears in 1 contract
Tenant Indemnity. To Subject to the fullest extent permitted by law and except as provided belowprovisions of Section 10(C) hereof, Tenant hereby waives all Claims against Landlord and the Landlord Parties for damage to any property or injury to or death of any person inshall protect, upon or about the Premisesdefend, the Building or the Project arising at any time and from any cause. Except for Claims arising from the gross negligence or willful misconduct of Landlord or Landlord’s employees or agents with regard to the Project, Tenant hereby agrees to indemnify, defend indemnify and hold harmless each of Landlord and the Landlord Protected Parties from and against any and all Claimsclaims, including without limitationdemands, any Claims for damage to any property or injury to or death of any personliabilities, arising from or related to damages, judgments, orders, decrees, actions, proceedings, fines, penalties, losses, costs and expenses (a) any act or omission by Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant in, on or about the Premises, the Building or the Project, or (b) the use or occupancy of the Premises, the Building or the Project by Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant, or (c) the negligence or willful misconduct of Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant, in, on or about the Premises, the Building or the Project, or (d) any breach or default by Tenant under this Lease, or (e) any sign in, or about the Premises, the Building or the Project installed by Tenant in accordance with Paragraph 34 below. If any action or proceeding is brought against Landlord or any of the Landlord Parties by reason of any of the foregoing matters, Tenant shall upon notice defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord and Landlord shall cooperate with Tenant in such defense. Landlord need not have first paid any such Claim in order to be defended or indemnified. All of the obligations of Tenant set forth in this Lease including, without limitation, court costs and reasonable attorneys’ fees and expenses) (collectively, “Damages”) suffered by a Landlord Protected Party directly or by reason of any claim, suit or judgment brought against such Landlord Protected Party to the extent arising out of or attributable to any negligent act or omission or willful misconduct of Tenant, its agents, employees, contractors or subcontractors or any breach of Tenant’s obligations set forth under this Lease with respect to Tenant’s leasing of or operations in the Premises, including, but not limited to, bodily injury (including death) or property damage. If any claim for Damages is asserted or any such action is brought, Landlord shall give Tenant prompt notice thereof and Tenant shall resist and defend such claim, action or proceeding by counsel approved by Landlord or the applicable Landlord Protected Party (such approval not to be unreasonably withheld, conditioned or delayed); however, Tenant shall not be liable for the costs of any separate counsel employed by any Landlord Protected Party. Landlord hereby approves any counsel designated by Tenant’s insurance carrier. If it shall be finally determined by a court of competent jurisdiction that, pursuant to the foregoing provisions of this Paragraph 8.6 Section, Tenant is or was not required to indemnify or hold harmless any Landlord Protected Party from any such claim, action or judgment for Damages, Landlord shall (or shall cause the applicable Landlord Protected Party to) reimburse Tenant for all or such portion of the costs and expenses incurred by Tenant (or its insurance carrier) under this Section on account thereof plus interest at the Default Rate on such costs and expenses. Without limiting the generality of the foregoing, Tenant specifically acknowledges that the indemnity herein shall apply to claims in connection with or arising out of any Alteration Work and the installation, maintenance, use or removal of any cabling. Notwithstanding the foregoing, Tenant shall not be obligated to indemnify a Landlord Protected Party against such party’s own negligence or willful misconduct or breach of such party’s obligations under this Lease. Tenant’s obligations and liabilities pursuant to this Section shall survive the expiration or earlier termination of this Lease.
Appears in 1 contract
Samples: Office Lease (Vivid Seats Inc.)
Tenant Indemnity. To the fullest extent permitted by law and except as provided below, Tenant hereby waives all Claims against Landlord and the Landlord Parties for damage to any property or injury to or death of any person in, upon or about the Premises, the Building or the Project arising at any time and from any cause. Except for Claims arising from the gross negligence or willful misconduct of Landlord or Landlord’s employees or agents with regard to the Projectextent Landlord, Tenant hereby agrees to indemnify, defend and hold harmless each of Landlord and the Landlord Parties from and against all Claims, including without limitation, any Claims for damage to any property or injury to or death of any person, arising from or related to (a) any act or omission by Tenant or Tenant’s its employees, agents, contractors, invitees or any other person claiming under subcontractors cause Environmental Conditions, and except to the extent Landlord indemnifies Tenant inpursuant to Section 7.3(b) hereof, on or about the PremisesTenant shall defend, the Building or the Projecthold harmless and indemnify Landlord and its beneficiaries, or (b) the use or occupancy of the Premises, the Building or the Project by Tenant or Tenant’s employeesofficers, agents, contractorspartners and affiliates from and against any and all claims, invitees liabilities, damages, costs, penalties, forfeitures, losses or expenses (including attorneys fees) that such indemnified party or person may sustain, suffer, or incur arising out of Environmental Liabilities based on Environmental Laws in existence as of the Commencement Date or enacted or adopted at any other person claiming under time thereafter, arising out of, or as a direct result of the acts or omissions of Tenant, or (c) the negligence or willful misconduct of Tenant or Tenant’s its employees, contractors, agents, subtenants, assignees, or business invitees, or as a direct result of a spill, discharge or other release of Hazardous Substances onto the Demised Premises caused by the acts or omissions of Tenant, its employees, contractors, agents, subtenants, assignees or business invitees during the Term. In the event the Environmental Condition which gives rise to an Environmental Liability for which a claim for indemnification is made by Landlord hereunder, is the migration onto or any within the Demised Premises during the Term of Hazardous Substances from a source or sources other person claiming under Tenant, in, on or about than the Demised Premises, the Building or the Projectthen Tenant's obligations to indemnify Landlord hereunder shall only be effective if (i) Tenant has actual knowledge of such Environmental Condition, or in the exercise of reasonable business practices should have known thereof, and (dii) any breach Tenant failed to promptly take all reasonable steps necessary to abatx, xxtigate or default by Tenant under this Lease, or (e) any sign in, or about otherwise prevent such migrating Hazardous Substances onto the Demised Premises, the Building or the Project installed by Tenant in accordance with Paragraph 34 below. If Tenant becomes aware of an Environmental Condition which could give rise to any action or proceeding is brought against Landlord or any of the Landlord Parties by reason of any of the foregoing mattersEnvironmental Liability, Tenant shall upon notice defend the same at Tenant’s expense by counsel reasonably satisfactory to promptly notify Landlord and Landlord shall cooperate with Tenant in such defense. Landlord need not have first paid any such Claim in order to be defended or indemnified. All of the obligations of Tenant set forth in this Lease including, without limitation, the obligations set forth in this Paragraph 8.6 shall survive the expiration or earlier termination of this Leasesame.
Appears in 1 contract
Tenant Indemnity. To the fullest extent permitted by law Subject to Section 19(f) below, and except as provided below, Tenant hereby waives all Claims against Landlord and to the Landlord Parties for damage extent due to any property or injury to or death of any person in, upon or about the Premises, the Building or the Project arising at any time and from any cause. Except for Claims arising from the gross negligence or willful misconduct of Landlord or any of Landlord’s employees or agents with regard to the ProjectRepresentatives, Tenant hereby agrees to indemnifyshall indemnify Landlord, defend Landlord’s Rental Agent, and hold their respective agents and employees and save them harmless each of Landlord and the Landlord Parties from and against any and all claims, actions, damages, liabilities and expense (including reasonably attorneys’ fees and legal expenses) (collectively “Landlord Claims”) in connection with loss of life, including without limitation, any Claims for personal injury and/or damage to any property or injury to or death of any person, arising from or related to out of or in connection with (ai) any act the occupancy or omission use by Tenant or Tenant’s employees, agents, contractors, invitees of the Demised Premises or any other person claiming under Tenant in, on or about the Premises, the Building or the Projectpart thereof, or (bii) any occurrence in, upon or at the use Demised Premises or occupancy on the roof that is the result of the Premises, the Building or the Project by Tenant or Tenant’s employees, agents, contractors, invitees or any other person claiming under Tenant, or (c) the negligence or willful misconduct or negligence of Tenant or any of Tenant’s employeesRepresentatives during the Term; provided, agentshowever, contractors, invitees that in no event shall Tenant have any liability to Landlord for any indirect losses or any other person claiming under Tenant, in, on consequential damages whatsoever or about the Premises, the Building for claims for which Landlord is insured or the Project, or (d) any breach or default by Tenant required under this Lease, or (e) any sign in, or about the Premises, the Building or the Project installed by Lease to be insured. Landlord shall promptly notify Tenant in accordance with Paragraph 34 below. If any action or proceeding is brought against Landlord or any of the Landlord Parties by reason writing of any of the foregoing matters, Tenant shall upon notice defend the same at Landlord Claim suffered or incurred by Landlord that is covered by Tenant’s expense by counsel reasonably satisfactory to Landlord and Landlord shall cooperate with Tenant in such defense. Landlord need not have first paid any such Claim in order to be defended or indemnified. All of the obligations of Tenant indemnity set forth in this Lease includingSection 18(d), and Tenant shall have exclusive control over Landlord’s defense; provided that Tenant shall retain counsel therefor that has been approved by Landlord (such approval not to be unreasonably withheld, conditioned or delayed), and Tenant shall not settle or compromise any Landlord Claim where the terms of such settlement or compromise may have an adverse effect upon Landlord without limitationLandlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the obligations set forth preceding sentence to the contrary, if Landlord so desires, Landlord may, at Landlord’s sole cost and expense, engage separate counsel to represent Landlord in this Paragraph 8.6 shall survive the expiration or earlier termination of this Leaseconnection with a Landlord Claim.
Appears in 1 contract
Samples: Deed of Lease (Cvent Inc)