Common use of Tenant Indemnity Clause in Contracts

Tenant Indemnity. Tenant shall indemnify, defend and save Landlord, ---------------- Contractor and their respective partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, Mortgagees, agents and employees, harmless from and against any and all liability, loss, cost or damage, including, without limitation, reasonable attorneys' fees and court costs, incurred or sustained by any of them in connection with any claim, lien, charge, encumbrance or action brought, maintained or filed by any party for any labor performed or materials furnished for or in connection with the Land, the Building or the Demised Premises, or any portion thereof, who claim by, through or under Tenant. Further, Tenant shall, to the fullest extent permitted by applicable law, indemnify, defend and save Landlord, Contractor and their respective partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, Mortgagees, agents and employees, harmless from and against any and all liability, loss, cost or damage, including, without limitation, reasonable attorneys' fees and court costs, incurred or sustained by any of them, except to the extent caused in whole or in part by the negligence or willful misconduct of Landlord, Contractor or their respective partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, Mortgagees, agents or employees, arising out of or resulting from the performance by Tenant, or its partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, agents or employees, of any work in connection with the construction of any of the Improvements; provided, however, that any such loss, cost or damage must be (i) attributable to bodily injury, sickness, disease or death, or due to injury or destruction of tangible property, and (ii) caused in whole or in part by the negligent or intentional act of Tenant or its partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, agents or employees, or anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable. Landlord or Contractor shall promptly notify Tenant of any claim under an indemnity contained in this Section 2.10(c) of which Landlord or Contractor, as applicable, has knowledge, in such time so as to avoid prejudice to Tenant. Notwithstanding the foregoing, except to the extent caused in whole or in part by the negligence or willful misconduct of Landlord or Contractor or their partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, agents, employees or invitees, if Landlord or Contractor or Mortgagee suffers a liability, loss, cost or damage to an unrelated third party that is caused in whole or in part by the negligence or intentional act of those parties set forth in clause (ii) above, the scope of Tenant's liability hereunder shall not be limited as provided in clause (i) above.

Tenant Indemnity. Except to the extent indemnified by the Authority pursuant to the terms of the Lease, or except as governed by Section 705 hereof, Tenant shall covenants and agrees fully to indemnify, defend defend, save, and save Landlord, ---------------- Contractor and their respective partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, Mortgagees, agents and employees, hold harmless the Landlord Indemnified Parties from and against any and all liabilityLiabilities for personal injury, lossbodily injury, cost or damagedeath, includingand/or property damage (including without limitation all reasonable expenses incidental to the investigation and defense thereof, including without limitation, limitation reasonable attorneys' fees and court costs’ fees) (a) caused by the acts or omissions of Tenant, incurred or sustained by its subtenants, and/or any of them in connection with their respective Employees, agents, contractors and/or Invitees, and/or any claimof the other Tenant Reimbursement Parties, lienat or on the Leased Premises, chargeand/or at or on the Apron and/or other non-public areas of the Airport to which Tenant, encumbrance its subtenants and/or their respective Employees, agents, contractors and/or Invitees may have access, (b) caused by the acts or action broughtomissions of Tenant and/or any of its Employees, maintained at or filed by any party for any labor performed or materials furnished for or in connection with on the other areas of the Land, the Building or Facilities and/or the Demised Airport (other than the Leased Premises, and/or the Apron and/ or any portion thereofother non-public areas of the Airport to which Tenant, who claim byits subtenants, through or under Tenant. Further, Tenant shall, to the fullest extent permitted by applicable law, indemnify, defend and save Landlord, Contractor and and/or their respective partnersEmployees, directorsagents, officerscontractors or Invitees may have access), shareholders, contractors, subcontractors, sub-subcontractors, Mortgagees, agents and employees, harmless from and against any and all liability, loss, cost or damage, including, without limitation, reasonable attorneys' fees and court costs, incurred or sustained by any of them, except to the extent caused in whole or in part by the negligence or willful misconduct of Landlord, Contractor or their respective partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, Mortgagees, agents or employees, arising out of or resulting from the performance by Tenant, or its partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, agents or employees, of any work in connection with the construction of any of the Improvements; provided, however, that any such lossas to Tenant’s Employees, cost this subsection (b) shall only apply to acts or damage must be (i) attributable to bodily injury, sickness, disease omissions of those Employees in the conduct of Tenant’s business or deathduring the scope of their employment by Tenant, or due to injury or destruction of tangible property, and (iic) caused in whole or in part by the negligent acts or intentional act omissions of Tenant or its partnersEmployees, directorsagents, officerscontractors and/or Invitees at or on the Leased Premises pursuant to Section 205(F) above. The Authority hereby acknowledges and agrees that for purposes of this Section 1701, shareholdersthe Authority, contractorsits other tenants, subcontractorsthe other Landlord Indemnified Parties, sub-subcontractors, agents or and/or any of their respective employees, contractors and agents shall not be deemed to be “subtenants,” “contractors” or anyone directly or indirectly employed by any “agents” of them, or anyone for whose acts any of them may be liable. Landlord or Contractor shall promptly notify Tenant of any claim under an indemnity contained in this Section 2.10(c) of which Landlord or Contractor, as applicable, has knowledge, in such time so as to avoid prejudice to Tenant. Notwithstanding However, Tenant shall not be liable for any such Liabilities for personal injury, bodily injury, death or property damage relative to the foregoing, except Leased Premises (y) to the extent caused in whole or in part by the negligence acts or willful misconduct omissions of Landlord or Contractor or their partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, agents, employees or invitees, if Landlord or Contractor or Mortgagee suffers a liability, loss, cost or damage to an unrelated third party that is caused in whole or in part by the negligence or intentional act of those parties set forth in clause (ii) aboveAuthority, the scope other Landlord Indemnified Parties, or any of their respective employees, agents or contractors or (z) if the Authority is otherwise obligated for those Liabilities pursuant to other provisions of this Lease; and the Authority’s insurance coverages relative to those particular Liabilities shall be deemed “primary” vis-à-vis the Tenant's liability hereunder ’s insurance coverages relative to those particular Liabilities. Except as described in the preceding sentence, the Authority and Tenant agree that, with respect to the Land, Facilities and other portions of the Airport (including the Leased Premises) and Tenant’s Liabilities arising under this Section 1701 relating thereto, Tenant’s insurance shall be deemed “primary” vis-à-vis the Authority’s insurance. The Authority shall give Tenant prompt and reasonable notice of any such Liabilities arising under this Section 1701. If any action or proceeding is brought against any of the Landlord Indemnified Parties by reason of any such Liability, Tenant, upon notice from any of the Landlord Indemnified Parties, agrees to resist and defend the Liability on demand of any of the Landlord Indemnified Parties. Tenant shall not consent to the entry of any judgment, decree, or order, interim or otherwise, or propose, approve, consent to, or enter into any settlement or compromise, against or otherwise affecting any Landlord Indemnified Party, except with the prior written consent of that Landlord Indemnified Party, which consent shall not be limited as provided unreasonably withheld. Each Landlord Indemnified Party shall have the right to retain separate counsel in clause any such action and to participate in the defense thereof but shall bear the fees and expenses of such counsel unless (iA) aboveTenant shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include such Landlord Indemnified Party, and Tenant and such Landlord Indemnified Party have each been advised by their counsel that one or more legal defenses may be available to it which may not be available to the other party and that a conflict of interest is created thereby, in which case Tenant shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. The obligations of Tenant under this Section 1701 shall survive the expiration or sooner termination of this Lease.

Tenant Indemnity. Except to the extent indemnified by the Authority pursuant to the terms of the Lease, or except as governed by Section 705 hereof, Tenant shall covenants and agrees fully to indemnify, defend defend, save, and save Landlord, ---------------- Contractor and their respective partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, Mortgagees, agents and employees, hold harmless the Landlord Indemnified Parties from and against any and all liabilityLiabilities for personal injury, lossbodily injury, cost or damagedeath, includingand/or property damage (including without limitation all reasonable expenses incidental to the investigation and defense thereof, including without limitation, limitation reasonable attorneys' fees and court costs’ fees) (a) caused by the acts or omissions of Tenant, incurred or sustained by its subtenants, and/or any of them in connection with their respective Employees, agents, contractors and/or Invitees, and/or any claimof the other Tenant Reimbursement Parties, lienat or on the Leased Premises, chargeand/or at or on the Apron and/or other non-public areas of the Airport to which Tenant, encumbrance its subtenants and/or their respective Employees, agents, contractors and/or Invitees may have access, (b) caused by the acts or action broughtomissions of Tenant and/or any of its Employees, maintained at or filed by any party for any labor performed or materials furnished for or in connection with on the other areas of the Land, the Building or Facilities and/or the Demised Airport (other than the Leased Premises, and/or the Apron and/ or any portion thereofother non-public areas of the Airport to which Tenant, who claim byits subtenants, through or under Tenant. Further, Tenant shall, to the fullest extent permitted by applicable law, indemnify, defend and save Landlord, Contractor and and/or their respective partnersEmployees, directorsagents, officerscontractors or Invitees may have access), shareholders, contractors, subcontractors, sub-subcontractors, Mortgagees, agents and employees, harmless from and against any and all liability, loss, cost or damage, including, without limitation, reasonable attorneys' fees and court costs, incurred or sustained by any of them, except to the extent caused in whole or in part by the negligence or willful misconduct of Landlord, Contractor or their respective partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, Mortgagees, agents or employees, arising out of or resulting from the performance by Tenant, or its partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, agents or employees, of any work in connection with the construction of any of the Improvements; provided, however, that any such lossas to Tenant’s Employees, cost this subsection (b) shall only apply to acts or damage must be (i) attributable to bodily injury, sickness, disease omissions of those Employees in the conduct of Tenant’s business or deathduring the scope of their employment by Tenant, or due to injury or destruction of tangible property, and (iic) caused in whole or in part by the negligent acts or intentional act omissions of Tenant or its partnersEmployees, directorsagents, officerscontractors and/or Invitees at or on the Leased Premises pursuant to Section 205(F) above. The Authority hereby acknowledges and agrees that for purposes of this Section 1701, shareholdersthe Authority, contractorsits other tenants, subcontractorsthe other Landlord Indemnified Parties, sub-subcontractors, agents or and/or any of their respective employees, contractors and agents shall not be deemed to be “subtenants,” “contractors” or anyone directly or indirectly employed by any “agents” of them, or anyone for whose acts any of them may be liable. Landlord or Contractor shall promptly notify Tenant of any claim under an indemnity contained in this Section 2.10(c) of which Landlord or Contractor, as applicable, has knowledge, in such time so as to avoid prejudice to Tenant. Notwithstanding However, Tenant shall not be liable for any such Liabilities for personal injury, bodily injury, death or property damage relative to the foregoing, except Leased Premises (y) to the extent caused in whole or in part by the negligence acts or willful misconduct omissions of Landlord or Contractor or their partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, agents, employees or invitees, if Landlord or Contractor or Mortgagee suffers a liability, loss, cost or damage to an unrelated third party that is caused in whole or in part by the negligence or intentional act of those parties set forth in clause (ii) aboveAuthority, the scope other Landlord Indemnified Parties, or any of their respective employees, agents or contractors or (z) if the Authority is otherwise obligated for those Liabilities pursuant to other provisions of this Lease; and the Authority’s insurance coverages relative to those particular Liabilities shall be deemed “primary” vis-a-vis the Tenant's liability hereunder ’s insurance coverages relative to those particular Liabilities. Except as described in the preceding sentence, the Authority and Tenant agree that, with respect to the Land, Facilities and other portions of the Airport (including the Leased Premises) and Tenant’s Liabilities arising under this Section 1701 relating thereto, Tenant’s insurance shall be deemed “primary” vis-a-vis the Authority’s insurance. The Authority shall give Tenant prompt and reasonable notice of any such Liabilities arising under this Section 1701. lf any action or proceeding is brought against any of the Landlord Indemnified Parties by reason of any such Liability, Tenant, upon notice from any of the Landlord Indemnified Parties, agrees to resist and defend the Liability on demand of any of the Landlord Indemnified Parties. Tenant shall not consent to the entry of any judgment, decree, or order, interim or otherwise, or propose, approve, consent to, or enter into any settlement or compromise, against or otherwise affecting any Landlord Indemnified Party, except with the prior written consent of that Landlord Indemnified Party, which consent shall not be limited as provided unreasonably withheld. Each Landlord Indemnified Party shall have the right to retain separate counsel in clause any such action and to participate in the defense thereof but shall bear the fees and expenses of such counsel unless (iA) above.Tenant shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include such Landlord Indemnified Party, and Tenant and such Landlord Indemnified Party have each been advised by their counsel that one or more legal defenses may be available to it which may not be available to the other party and that a conflict of interest is created thereby, in which case Tenant shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such

Tenant Indemnity. To the fullest extent permitted by law, Tenant shall defend, indemnify, defend protect, save and save Landlordhold harmless Landlord and Master Lessor, ---------------- Contractor and their respective partnersagents, directorsand affiliates of Landlord, officersincluding, shareholderswithout limitation, contractorsany corporations or other entities controlling, subcontractorscontrolled by or under common control with Landlord or Master Lessor, sub-subcontractors, Mortgagees, agents and employees, harmless from and against any and all liabilityclaims, lossliabilities, cost costs or damageexpenses arising either before or after the Commencement Date from Tenant’s use or occupancy of the Premises, the Building or the Common Areas, including, without limitation, reasonable attorneys' fees and court coststhe use by Tenant, incurred its agents, employees, invitees or sustained licensees of any recreational facilities within the Common Areas, or from the conduct of its business, or from any activity, work, or thing done, permitted or suffered by any of them Tenant or its agents, employees, invitees or licensees in connection with any claim, lien, charge, encumbrance or action brought, maintained or filed by any party for any labor performed or materials furnished for or in connection with about the LandPremises, the Building or the Demised PremisesCommon Areas, or from any portion thereofEvent of Default in the performance of any obligation on Tenant’s part to be performed under this Lease, who claim byor from any act or negligence of Tenant or its agents, through or under Tenant. Further, Tenant shall, to the fullest extent permitted by applicable law, indemnify, defend and save Landlord, Contractor and their respective partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, Mortgagees, agents and employees, harmless from and against visitors, patrons, guests, invitees or licensees. Landlord may, at its option, require Tenant to assume Landlord’s defense in any and all action covered by this Section through counsel reasonably satisfactory to Landlord. The provisions of this Section shall expressly survive the expiration or sooner termination of this Lease. Tenant’s obligations under this Section shall not apply in the event that the claim, liability, loss, cost or damage, including, without limitation, reasonable attorneys' fees and court costs, incurred or sustained by any of them, except to the extent expense (i) is caused in whole or in part by the negligence or willful misconduct of Landlord, Contractor Landlord’s employees or their respective partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, Mortgagees, agents authorized agents; or employees, arising out of or resulting from the performance by Tenant, or its partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, agents or employees, of any work in connection with the construction of any of the Improvements; provided, however, that any such loss, cost or damage must be (i) attributable to bodily injury, sickness, disease or death, or due to injury or destruction of tangible property, and (ii) caused in whole or in part by the negligent or intentional act of Tenant or its partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, agents or employees, or anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable. Landlord or Contractor shall promptly notify Tenant of any claim under (1) relates to an indemnity contained in this Section 2.10(c) of which Landlord or Contractor, as applicable, has knowledge, in such time so as to avoid prejudice to Tenant. Notwithstanding the foregoing, except to the extent caused in whole or in part by the negligence or willful misconduct obligation of Landlord hereunder; (2) is of the nature that Landlord had knowledge of the condition; (3) a reasonable opportunity to take reasonable curative measures; and (4) failed to do so; or Contractor or their partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, agents, employees or invitees, if Landlord or Contractor or Mortgagee suffers a liability, loss, cost or damage to an unrelated third party (iii) that is caused in whole or in part by the negligence or intentional act of those parties set forth in clause (ii) above, the scope of Tenant's liability hereunder shall not be limited as provided in clause (i) aboveLandlord’s responsibility to indemnify Tenant pursuant to Section 10.4 below.

Tenant Indemnity. To the extent permitted by Law, and subject to the terms of Paragraphs 10(E)(iv), 25(B) and 25(E) above, Tenant shall indemnifyprotect, defend defend, indemnify and save hold harmless the Landlord Protected Parties and Landlord’s Affiliates, ---------------- Contractor and their respective partnersagents, employees, members, managers, officers, directors, officersshareholders and partners, shareholders, contractors, subcontractors, sub-subcontractors, Mortgagees, agents and employees, harmless from and against any and all liabilityclaims asserted against any such person (including all liabilities, lossdamages, cost or damagejudgments, includingorders, decrees, actions, proceedings, fines, penalties, costs and expenses, including without limitation, court costs and reasonable attorneys' ’ fees and court costsarising out of any such claim) for loss of life or damage or injury to person or property, incurred or sustained by any of them in connection with any claim, lien, charge, encumbrance or action brought, maintained or filed by any party for any labor performed or materials furnished for or in connection with the Land, the Building or the Demised Premises, or any portion thereof, who claim by, through or under Tenant. Further, Tenant shall, to the fullest extent permitted by applicable law, indemnify, defend and save Landlord, Contractor and their respective partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, Mortgagees, agents and employees, harmless from and against any and all liability, loss, cost or damage, including, without limitation, reasonable attorneys' fees and court costs, incurred or sustained by any of them, except to the extent caused in whole by or in part arising out of: (x) any breach or violation of this Lease by the Tenant, (y) any negligence or willful intentional misconduct of LandlordTenant, Contractor any other Tenant Protected Party or any other occupant of the Premises (or any of their respective partnersagents, directorsrepresentatives, officersprincipals, shareholdersemployees or contractors) involving the Property, contractors, subcontractors, sub-subcontractors, Mortgagees, agents or employees, arising out of or resulting from and/or (z) the performance by Tenant, any Tenant Protected Party or its partnersany other occupant of the Premises (or any of their respective agents, directorsrepresentatives, officersprincipals, shareholders, employees or contractors, subcontractors, sub-subcontractors, agents or employees, ) of any work in connection with Tenant Work, Alteration Work or Tenant Repairs. Tenant’s obligations and liabilities pursuant to this Paragraph 25(F) shall survive the construction expiration or earlier termination of any of the Improvements; providedthis Lease. Nothing contained herein shall, however, that any such loss, cost or damage must be deemed to obligate Tenant: (i) attributable to bodily injury, sickness, disease indemnify Landlord or deathany other person or entity against claims asserted against Landlord or such other person or entity arising out of Landlord’s or such other person’s or entity’s own negligence or willful misconduct, or due to injury or destruction of tangible property, and (ii) caused in whole or in part by the negligent or intentional act of Tenant or its partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, agents or employees, or anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable. to indemnify Landlord or Contractor shall promptly notify Tenant of any claim under an indemnity contained in this Section 2.10(c) of which other Landlord or ContractorProtected Parties against any claim, as applicable, has knowledge, in such time so as to avoid prejudice to Tenant. Notwithstanding the foregoing, except to the extent caused in whole or in part by the negligence or willful misconduct of Landlord or Contractor or their partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, agents, employees or invitees, if Landlord or Contractor or Mortgagee suffers a liability, loss, cost loss or damage to an unrelated third party that is caused in whole or in part by the negligence or intentional act arising out of those parties set forth in clause (ii) above, the scope Landlord’s violation of Tenant's liability hereunder shall not be limited as provided in clause (i) abovethis Lease.

Tenant Indemnity. To the maximum extent this agreement may be made effective according to law (including the limitations set forth in M.G.L. c. 186, §15), but subject to Tenant’s insurance requirements hereunder and Article 19, Tenant shall indemnify, defend and will save Landlord, ---------------- Contractor and their respective partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, Mortgagees, its agents and employees, harmless and will defend and indemnify Landlord, its agents and employees, from and against any and all liabilityclaims, lossliabilities or penalties asserted by or on behalf of any person, cost firm, corporation or damagepublic authority arising from Tenant’s breach of this Lease and: (a) On account of or based upon any injury to person, includingor loss of or damage to property, sustained or occurring on the Premises on account of or based upon the act, omission, fault, negligence or misconduct of any person whomsoever including Tenant its agents, invitees, contractors or employees; (b) On account of or based upon any injury to person, or loss of or damage to property, sustained or occurring elsewhere (other than on the Premises) in or about the Building, Common Areas or Land (and, in particular, without limitationlimiting the generality of the foregoing, reasonable attorneys' fees on or about the elevators, stairways, public corridors, sidewalks, concourses, arcades, parking areas, malls, galleries, vehicular tunnels, approaches, areaways, roof, or other appurtenances and court costs, incurred or sustained by any of them in connection with any claim, lien, charge, encumbrance or action brought, maintained or filed by any party for any labor performed or materials furnished for or facilities used in connection with the LandBuilding, Land or Premises) arising out of the use or occupancy of the Building or Premises by the Demised PremisesTenant, or by any portion thereof, who claim person claiming by, through or under Tenant. Further, Tenant shallor on account of or based upon the act, omission, fault, negligence or misconduct of Tenant, its agents, employees, invitees or contractors; (c) On account of or based upon (including monies due on account of) any work or thing whatsoever done (other than by Landlord or its contractors, or agents or employees of either) on the Premises during the Term and during the period of time, if any, prior to the fullest extent permitted by applicable law, indemnify, defend and save Landlord, Contractor and their respective partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, Mortgagees, agents and employees, harmless from and against any and all liability, loss, cost or damage, including, without limitation, reasonable attorneys' fees and court costs, incurred or sustained by any of them, except Term Commencement Date that Tenant may have been given access to the extent caused in whole or in part by Premises; and (d) Tenant’s obligations under this Article 15.3 shall be insured either under the negligence or willful misconduct of LandlordCommercial General Liability Insurance required under Article 15.1, Contractor or their respective partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, Mortgagees, agents or employees, arising out of or resulting from the performance by Tenantabove, or its partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, agents by a contractual insurance rider or employees, other coverage; and certificates of any work insurance in connection with the construction of any of the Improvements; provided, however, that any such loss, cost or damage must respect thereof shall be (i) attributable provided by Tenant to bodily injury, sickness, disease or death, or due to injury or destruction of tangible property, and (ii) caused in whole or in part by the negligent or intentional act of Tenant or its partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, agents or employees, or anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable. Landlord or Contractor shall promptly notify Tenant of any claim under an indemnity contained in this Section 2.10(c) of which Landlord or Contractor, as applicable, has knowledge, in such time so as to avoid prejudice to Tenant. Notwithstanding the foregoing, except to the extent caused in whole or in part by the negligence or willful misconduct of Landlord or Contractor or their partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, agents, employees or invitees, if Landlord or Contractor or Mortgagee suffers a liability, loss, cost or damage to an unrelated third party that is caused in whole or in part by the negligence or intentional act of those parties set forth in clause (ii) above, the scope of Tenant's liability hereunder shall not be limited as provided in clause (i) aboveupon request.

Tenant Indemnity. Tenant shall indemnify, protect, defend and save and hold Landlord and Landlord, ---------------- Contractor and their respective partners's trustees, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, Mortgagees, agents and employees, and agents (collectively "LANDLORD INDEMNITEES") and the Premises harmless from and against against, and reimburse Landlord and any Landlord Indemnitee for, any and all liabilityclaims, lossdemands, cost or damagelosses, damages, costs, liabilities, causes of action and expenses, including, without limitation, reasonable attorneys' fees and court costsexpenses, to the extent incurred or sustained by any of them in connection with or arising in any claimway out of (i) any default by Tenant in the observance or performance of any of the terms, liencovenants or conditions of this Lease on Tenant's part to be observed or performed, charge(ii) the use, encumbrance occupancy or action brought, maintained manner of use or filed by any party for any labor performed or materials furnished for or in connection with occupancy of the Land, the Building Premises or the Demised Complex by Tenant or any of Tenant's Agents, (iii) the conduct or management of any work or thing done in or on the Premises, (iv) the design, construction, maintenance, or condition of the Premises, (v) any acts, omissions, or negligence of Tenant or of Tenant's Agents, in, on or about the Premises or the Complex, (vi) any accident or other occurrence on the Premises from any cause whatsoever, except to the extent caused by the negligent act or willful misconduct of Landlord or any portion thereofLandlord Indemnitee, who claim by, through or under Tenant. Further, Tenant shall, to the fullest extent permitted by applicable law, indemnify, defend and save Landlord, Contractor and their respective partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, Mortgagees, agents and employees, harmless from and against (vii) any and all liability, loss, cost or damageHazardous Materials Occurrence, including, without limitation, reasonable attorneys' fees any costs of monitoring or removal to achieve standards as required to Comply with Environmental Laws, any reduction in the fair market value or fair rental value of the Premises or the Complex resulting from a Hazardous Materials Occurrence required to be remediated in order to comply with Environmental Laws, and court costsany loss, incurred claim or sustained demand by any third person or entity relating to bodily injury or damage or loss of themvalue of real or personal property. Tenant shall have no obligation under this Section 20.1 for any claim, except action or proceeding to the extent caused in whole covered by Landlord's indemnification obligations under Section 4.3 or in part by the negligence Section 4.7. In case any claim, action or willful misconduct of Landlordproceeding be brought, Contractor made or their respective partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, Mortgagees, agents initiated against Landlord or employees, arising out of or resulting from the performance by Tenant, or its partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, agents or employees, of any work in connection with the construction of Landlord Indemnitee relating to any of the Improvements; providedabove described events, howeveracts, that any such lossomissions, cost or damage must be (i) attributable to bodily injury, sickness, disease or deathoccurrences, or due to injury or destruction of tangible propertyconditions, Tenant, upon notice from Landlord, shall at its sole cost and (ii) caused in whole or in part by the negligent or intentional act of Tenant or its partnersexpense, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, agents or employeesresist, or anyone directly defend such claim, action or indirectly employed proceeding by any of them, or anyone for whose acts any of them may be liable. Landlord or Contractor shall promptly notify Tenant of any claim under an indemnity contained in this Section 2.10(c) of which Landlord or Contractor, as applicable, has knowledge, in such time so as to avoid prejudice to Tenantattorneys reasonably approved by Landlord. Notwithstanding the foregoing, except to the extent caused in whole or in part by the negligence or willful misconduct of Landlord or Contractor the Landlord Indemnitee may retain its own attorneys, and Tenant shall pay the reasonable fees and disbursements of such attorneys (except for fees and expenses for defense of any claim, action or their partnersproceeding brought by a Landlord Indemnitee against another Landlord Indemnitee, directorswhich shall not be paid by Tenant) to defend or assist in defending any claim, officersaction or proceeding (i) involving potential liability of Five Million Dollars ($5,000,000) or more, shareholders, contractors, subcontractors, sub-subcontractors, agents, employees or invitees, if Landlord or Contractor or Mortgagee suffers a liability, loss, cost or damage to an unrelated third party that is caused in whole or in part by the negligence or intentional act of those parties set forth in clause (ii) aboveif Landlord shall have reasonably concluded that there may be a conflict of interest between Landlord or such Landlord Indemnitee and Tenant in the conduct of the defense of such action, or (iii) such claim, action or proceeding is for equitable relief against Landlord or such Landlord Indemnitee and Tenant in the scope conduct of the defense of such action, or (iii) such claim, action or proceeding is for equitable relief against Landlord or such Landlord Indemnitee and no monetary damages are being sought against Landlord or such Landlord Indemnitee. Tenant shall not settle any such claim, action or proceeding against Landlord or such Landlord Indemnitee without the consent of Landlord if such settlement involves relief other than the payment of money. Neither Landlord nor any Landlord Indemnitee shall settle any such claim, action or proceeding without Tenant's liability hereunder written consent. Any such settlement not consented to by Tenant shall not be limited as provided in clause (i) abovecovered by Tenant's indemnification hereunder.