Common use of Tenant Indemnity Clause in Contracts

Tenant Indemnity. Tenant shall indemnify and save harmless Landlord against 694 and from all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges, and expenses, 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 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 Article using legal counsel satisfactory to Landlord. Landlord shall 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 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 Section, “legal proceedings” includes legal actions and administrative proceedings. 713

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 indemnify upon notice defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord and save harmless Landlord against 694 and from all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges, and expenses, 695 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 the obligations set forth in this Paragraph 8.6 shall survive the expiration 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 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 Article using legal counsel satisfactory to Landlord. Landlord shall 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 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 earlier termination of this Section, “legal proceedings” includes legal actions and administrative proceedings. 713Lease.

Tenant Indemnity. Tenant shall indemnify hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises from any cause whatsoever and save harmless Landlord against 694 and from all liabilitiesagrees that Landlord, suitsits property manager, obligationsmanaging agents, finesinvestors, damagesofficers, penaltiespartners, claimssubpartners, costsmembers, chargesmanagers, and expenses, 695 lenders (including, without limitation, any trustee, mortgagee or holder of any trust indenture, deed of trust or mortgage which now or hereafter encumbers the Building and/or Project), ground lessors and their respective officers, agents, servants, employees, and independent contractors (collectively, “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. To the extent permitted under applicable Law, Tenant shall indemnify, defend, protect, and hold harmless the Landlord Parties from any and all losses, costs, damages, actions, causes of actions, proceedings, liens, fines, penalties, expenses and liabilities (including without limitation court costs and reasonable 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 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 Article using legal counsel satisfactory to Landlord. Landlord shall 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 Parking Facility andproceeding whether at trial or on appeal) (collectively, whenever requested by Landlord“Claims”) incurred in connection with or arising from any cause in, shall advise Landlord as to 706 on or about the status Premises, any violation of such legal proceeding; provided, however, that any such consultation shall not cause Tenant 707 to waive any claim of privilegeLaws, including, without limitation, attorney-client privilege. If any environmental Laws, any acts, omissions or negligence of Tenant fails to 708 defend or of any person claiming by, through or under Tenant, or of the contractors, agents, servants, employees, invitees, guests or licensees of Tenant or any such legal proceedingperson, in, on or about the Project or any breach of the terms of this Lease, either prior to, during, or after the expiration of the Lease Term, provided that the terms of the foregoing indemnity shall not apply to the negligence or willful misconduct of one or more of the Landlord shall have the right (but not the obligation) to defend the 709 proceeding at Parties. Should Landlord be named as a defendant in any suit brought against Tenant in connection with or arising out of Tenant’s expense. occupancy of the Premises, Tenant shall pay to Landlord its costs and expenses incurred in such suit, including without limitation, its actual professional fees such as appraisers’, accountants’ and attorneys’ fees. Further, Tenant’s agreement to indemnify Landlord pursuant to this Section 10.1.1 is not settle intended and shall not relieve any such legal proceeding without Landlord’s 710 prior written consent unless insurance carrier of its obligations under policies required to be carried by Tenant pursuant to 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 provisions of this SectionLease, “legal proceedings” includes legal actions and administrative proceedingsto the extent such policies cover the matters subject to Tenant’s indemnification obligations, nor shall they supersede any inconsistent agreement of the parties set forth in any other provision of this Lease. 713The provisions of this Section 10.1.1 shall survive the expiration or sooner termination of this Lease.

Tenant Indemnity. To the fullest extent permitted by law, Tenant shall indemnify defend, indemnify, protect, save and save hold harmless Landlord against 694 and from all liabilities, suits, obligations, fines, damages, penalties, claims, costs, chargesMaster Lessor, and expenses, 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 their respective agents, 697 employees, officers, or officials (the “Tenant Indemnitees”) by reason and affiliates of the acts or omissions of Tenant 698 or its affiliates in the performance of each of their obligations 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 Article using legal counsel satisfactory to Landlord. Landlord shall 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 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 proceedingcorporations or other entities controlling, controlled by or under common control with Landlord shall have or Master Lessor, from and against any and all claims, liabilities, costs or expenses arising either before or after the right (but not the obligation) to defend the 709 proceeding at Commencement Date from Tenant’s expenseuse or occupancy of the Premises, the Building or the Common Areas, including, without limitation, the use by Tenant, its agents, employees, invitees or 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 Tenant or its agents, employees, invitees or licensees in or about the Premises, the Building or the Common Areas, or from any Event of Default in the performance of any obligation on Tenant’s part to be performed under this Lease, or from any act or negligence of Tenant or its agents, employees, visitors, patrons, guests, invitees or licensees. Landlord may, at its option, require Tenant to assume Landlord’s defense in any 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 settle any such legal proceeding without apply in the event that the claim, liability, cost or expense (i) is caused by the willful misconduct of Landlord, Landlord’s 710 prior written consent unless employees or authorized agents; or (ii) (1) relates to an obligation of Landlord hereunder; (2) is of the effect nature that Landlord had knowledge of such settlement shall be the condition; (3) a reasonable opportunity to release all take reasonable curative measures; and (4) failed to do so; or (iii) that is Landlord’s responsibility to indemnify Tenant Indemnitees from 711 all liability with respect pursuant to such legal proceeding (and all claims and liabilities asserted therein). For 712 purposes of this Section, “legal proceedings” includes legal actions and administrative proceedings. 713Section 10.4 below.

Tenant Indemnity. In addition to any other obligations of Tenant hereunder, including the obligations of Tenant to provide insurance. Tenant shall defend, indemnify and save hold Landlord harmless Landlord for, from and against 694 any and all claims arising from all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges, and expenses, 695 including, without limitation, attorneys’ fees and disbursements, that may be imposed upon or asserted 696 againstTenant’s use of the Premises, or reasonably incurred byfrom the conduct of Tenant’s business or from any activity, work or things done, permitted or suffered by Tenant in or about the Premises or elsewhere and shall further defend, indemnify and hold Landlord harmless for, from and against any and all claims arising from any breach 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 default in the performance of each any obligation on Tenant’s part to be performed under the terms of their obligations under this Lease Lease, or by reason 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 acts defense of any such claim or 699 omissions of Sublessees as defined in Section 2.2(d) aboveany action or proceeding brought thereon, except to the extent that such liability or other 700 loss is caused proximately, in whole or in part, by the negligent Landlord’s gross negligence or willful acts misconduct ; and in case any action or proceeding be brought against Landlord by reason of any such claim, Tenant Indemnitees. 701 Tenant upon notice from Landlord shall defend any and all legal proceedings commenced against any Tenant Indemnitee arising 702 under the same at Tenant’s obligations under this Article using legal expense by counsel satisfactory to Landlord. Landlord shall 703 use its best efforts to give Tenant reasonable notice Tenant, as a material part of any legal proceeding of which it has actual 704 knowledge. Tenant shall deliver the consideration to Landlord copies for Landlord’s execution of documents served 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 any legal proceeding arising 705 in connection with respect thereof against Landlord, except to the Parking Facility and, whenever requested extent caused by Landlord, shall advise Landlord as to 706 the status of such legal proceeding’s gross negligence or willful misconduct; provided, however, and agrees 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 all claims with respect thereto shall be to release all made solely against any insurance carried by Tenant Indemnitees from 711 all liability with respect to and/or against any other persons or entities which may be liable for such legal proceeding (and all claims and liabilities asserted therein). For 712 purposes of this Section, “legal proceedings” includes legal actions and administrative proceedings. 713claims.

Tenant Indemnity. Tenant shall protect and defend, indemnify and save hold Landlord harmless Landlord from and against 694 any and from all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges, losses (including court costs and expenses, 695 including, without limitation, attorneys’ fees and disbursements, that may be imposed upon or asserted 696 against, or reasonably reasonable attorney’s fees) incurred by, Landlord or any agency or subdivision thereof or its respective agents, 697 employees, officers, or officials (in connection with Tenant’s occupancy of the “Tenant Indemnitees”) Leased Premises by reason of any third party claims to the acts extent resulting from (a) any negligence or omissions willful misconduct of Tenant 698 or its affiliates agents during the Lease Term; (b) Tenant’s or any 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’s work or business in or about the Leased Premises; or (d) any breach or default on the part of Tenant 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 obligations under negligence or willful misconduct or violation of this Lease (collectively, “Tenant’s Indemnified Matters”). In the event that any third party action or proceeding is brought against Landlord or any person or party related to Landlord by reason of the acts or 699 omissions any 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 Article using legal counsel satisfactory to Landlord. Indemnified Matters, Landlord shall 703 use its best efforts to give provide Tenant reasonable prompt written notice of any legal proceeding of which it has actual 704 knowledge. such claim and shall reasonably cooperate with Tenant shall deliver to Landlord copies of documents served in any legal proceeding arising 705 in connection with the Parking Facility andclaim. Tenant shall have the right to assume exclusive control of the defense and disposition, whenever requested by Landlord, shall advise Landlord as to 706 the status including any settlement (at its own expense) of such legal proceeding; provided, however, that any such consultation shall not cause Tenant 707 to waive any claim through counsel of privilege, including, without limitation, attorney-client privilegeits own choosing. If Tenant fails to 708 defend any such legal proceeding, Landlord shall have the right (but not to participate in the obligation) defense thereof and to defend the 709 proceeding employ counsel, at Tenant’s expense. Tenant shall not settle any such legal proceeding without Landlord’s 710 prior written consent unless own expense, separate from the effect counsel employed by Tenant. In no event shall Landlord be liable for any consequential, indirect, special, incidental, punitive or exemplary damages arising from a claim brought by another party hereto occasioned by any failure to perform or the breach 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 any obligation under this Section, “legal proceedings” includes legal actions and administrative proceedings. 713Lease.

Tenant Indemnity. Except to the extent Landlord, its employees, agents, contractors, or subcontractors cause Environmental Conditions, and except to the extent Landlord indemnifies Tenant pursuant to Section 7.3(b) hereof, Tenant shall defend, hold harmless and indemnify Landlord and save harmless Landlord its beneficiaries, officers, agents, partners and affiliates from and against 694 any and from all claims, liabilities, suits, obligations, fines, damages, costs, penalties, claimsforfeitures, costslosses or expenses (including attorneys fees) that such indemnified party or person may sustain, charges, and expenses, 695 including, without limitation, attorneys’ fees and disbursements, that may be imposed upon or asserted 696 againstsuffer, or reasonably incurred byincur arising out of Environmental Liabilities based on Environmental Laws in existence as of the Commencement Date or enacted or adopted at any time thereafter, Landlord or any agency or subdivision thereof or its respective agents, 697 employees, officersarising out of, or officials (the “Tenant Indemnitees”) by reason as a direct result of the acts or omissions of Tenant 698 Tenant, its employees, contractors, agents, subtenants, assignees, or its affiliates in business invitees, or as a direct result of a spill, discharge or other release of Hazardous Substances onto the performance of each of their obligations under this Lease or Demised Premises caused by reason of the acts or 699 omissions of Sublessees as defined in Section 2.2(dTenant, 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 within the Demised Premises during the Term of Hazardous Substances from a source or sources other than the Demised Premises, then Tenant's obligations to indemnify Landlord hereunder shall only be effective if (i) aboveTenant has actual knowledge of such Environmental Condition, except to the extent that such liability or other 700 loss is caused proximately, in whole or in partthe exercise of reasonable business practices should have known thereof, by and (ii) Tenant failed to promptly take all reasonable steps necessary to abatx, xxtigate or otherwise prevent such migrating Hazardous Substances onto 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 Article using legal counsel satisfactory to Landlord. Landlord shall 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 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 privilegeDemised Premises. If Tenant fails becomes aware of an Environmental Condition which could give rise to 708 defend any such legal proceedingEnvironmental Liability, 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 promptly notify Landlord 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 Section, “legal proceedings” includes legal actions and administrative proceedings. 713same.

Tenant Indemnity. Except as otherwise provided in this section, Tenant shall indemnify indemnify, defend (using legal counsel reasonably acceptable to Landlord) and save Landlord harmless Landlord against 694 and from all liabilitiesclaims, suits, obligationslosses, damages, fines, damages, penalties, liabilities and expenses (including Landlord's personnel and overhead costs and attorneys fees and other costs incurred in connection with claims, costsregardless of whether such claims involve litigation but excluding consequential damages such as lost profits) resulting from any actual or alleged injury (including death) of any person or from any actual or alleged loss of or damage to, chargesany property arising out of or in connection with (i) Tenant's occupation, and expenses, 695 including, without limitation, attorneys’ fees and disbursements, that may be imposed upon use or asserted 696 againstimprovement of the Premises, or reasonably incurred bythat of its employees, Landlord agents or contractors, (ii) Tenant's breach of its obligations hereunder, or (iii) any act or omission of Tenant or any agency subtenant, licensee, assignee or subdivision thereof or its respective agents, 697 employees, officersconcessionaire of Tenant, or officials (of any officer, agent, employee, guest or invitee of Tenant, or of any such entity in the “Tenant Indemnitees”) Premises. Tenaxx xxxees that the foregoing indemnity specifically covers actions brought by reason of the its own employees. This indemnity with respect to acts or omissions during the term of Tenant 698 or its affiliates in the performance of each of their obligations under this Lease shall survive termination or by reason expiration of the acts or 699 omissions this Lease. The foregoing indemnity is specifically and expressly intended to, constitute a waiver of Sublessees as defined in Section 2.2(d) aboveTenant's immunity under Washington's Industrial Insurance Act, except RCW Title 51, to the extent that such liability or other 700 loss is caused proximatelynecessary to provide Landlord with a full and complete indemnity from claims made by Tenant and its employees, in whole or in part, by to 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 Article using legal counsel satisfactory to Landlord. Landlord shall 703 use its best efforts to give Tenant reasonable notice of any legal proceeding of which it has actual 704 knowledgeextent provided herein. Tenant shall deliver to promptly notify Landlord copies of documents served casualties or accidents occurring in any legal proceeding arising 705 in connection with or about the 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 privilegePremises. 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 Section, “legal proceedings” includes legal actions and administrative proceedings. 713LANDLORD AND TENANT ACKNOWLEDGE THAT THE INDEMNIFICATION PROVISIONS OF SECTION 8.F AND THIS SECTION 15 WERE SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEM.

Tenant Indemnity. Subject to Section 19(f) below, and except to the extent due to the negligence or willful misconduct of Landlord or any of Landlord’s Representatives, Tenant shall indemnify Landlord, Landlord’s Rental Agent, and their respective agents and employees and save them harmless Landlord from and against 694 any and from all liabilitiesclaims, suits, obligations, finesactions, damages, penalties, claims, costs, charges, liabilities and expenses, 695 including, without limitation, expense (including reasonably attorneys’ fees and disbursements, that may be imposed upon or asserted 696 against, or reasonably incurred by, legal expenses) (collectively “Landlord or any agency or subdivision thereof or its respective agents, 697 employees, officers, or officials (the “Tenant IndemniteesClaims”) by reason of the acts or omissions of Tenant 698 or its affiliates in the performance of each of their obligations 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 Article using legal counsel satisfactory to Landlord. Landlord shall 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 loss of life, personal injury and/or damage to property arising from or out of or in connection with (i) the Parking Facility andoccupancy or use by Tenant of the Demised Premises or any part thereof, whenever requested by Landlordor (ii) any occurrence in, shall advise Landlord as to 706 upon or at the status Demised Premises or on the roof that is the result of such legal proceedingany willful misconduct or negligence of Tenant or any of Tenant’s Representatives during the Term; provided, however, that in no event shall Tenant have any such consultation shall not cause Tenant 707 liability to waive Landlord for any claim of privilege, including, without limitation, attorney-client privilegeindirect losses or consequential damages whatsoever or for claims for which Landlord is insured or required under this Lease to be insured. 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 promptly notify Tenant in writing of any Landlord Claim suffered or incurred by Landlord that is covered by Tenant’s expense. indemnity set forth in this Section 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 legal proceeding settlement or compromise may have an adverse effect upon Landlord without Landlord’s 710 prior written consent, which consent unless shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the effect of such settlement shall be preceding sentence to release all Tenant Indemnitees from 711 all liability the contrary, if Landlord so desires, Landlord may, at Landlord’s sole cost and expense, engage separate counsel to represent Landlord in connection with respect to such legal proceeding (and all claims and liabilities asserted therein). For 712 purposes of this Section, “legal proceedings” includes legal actions and administrative proceedings. 713a Landlord Claim.

Tenant Indemnity. Tenant shall indemnify and save harmless Landlord against 694 and from all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges, and expenses, 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 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 Article using legal counsel satisfactory to Landlord. Landlord shall 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 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 Sectionsection, “legal proceedings” includes legal actions and administrative proceedings. 713.

Tenant Indemnity. Except as provided in Section 35.1 above, Tenant hereby assumes all 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 indemnify, defend, protect and save hold harmless the Landlord Parties from and against 694 any and from all liabilitiesloss, suits, obligations, finescost, damages, penaltiesexpense, claimsclaims and liability, costs, charges, including without limitation court costs and expenses, 695 including, without limitation, reasonably attorneys’ fees and disbursements(collectively, that may be imposed upon “Claims”) incurred in connection with or asserted 696 againstarising from any cause in, on or about the Leased Premises, and/or any acts, omissions or negligence of Tenant or of any person claiming by, through or under Tenant, or reasonably incurred of the contractors, agents, employees, licensees or invitees of Tenant or any such person in, on or about the Leased Premises or caused by, Landlord arising out of, resulting from or any agency or subdivision thereof or related to Tenant’s breach of its respective agents, 697 employees, officers, or officials (the “Tenant Indemnitees”) by reason obligations and duties expressly set forth in this Lease. The terms of the acts or omissions foregoing assumption of Tenant 698 or its affiliates in the performance of each of their obligations under this Lease or by reason of the acts or 699 omissions of Sublessees as defined in Section 2.2(d) aboverisk, except release and indemnity shall not, however apply to any Claims to the extent that such liability or other 700 loss is caused proximately, in whole or in part, by resulting from the negligent negligence or willful acts misconduct of Tenant IndemniteesLandlord or the Landlord Parties. 701 Tenant shall defend any and all legal proceedings commenced against any Tenant Indemnitee arising 702 under Tenant’s 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 provision of this Article using legal counsel satisfactory to LandlordLease. Landlord The provisions of this Section 35 shall 703 use its best efforts to give Tenant reasonable notice survive the expiration or sooner termination 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 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 this Lease with respect to any Claims occurring prior to such legal proceeding (and all claims and liabilities asserted therein). For 712 purposes of this Section, “legal proceedings” includes legal actions and administrative proceedings. 713expiration or termination.

Tenant Indemnity. Except to the extent caused by the negligence or willful misconduct of Landlord, its agents, employees or contractors, (a) Tenant shall indemnify hereby indemnifies and save agrees to defend and hold Landlord and its lenders, managing agents and its and their respective members, partners, affiliates, principals, shareholders, officers, directors, members, trustees, fiduciaries, servants, agents and employees free and harmless Landlord from and against 694 and from all liabilities, suits, obligationscauses, finesactions, damages, liabilities, penalties, claims, costs, charges, fees and expenses, 695 including, expenses (including without limitation, attorneys’ ' fees and disbursements), including without limitation, any claim relating to with loss of life, personal injury or property damage incurred in connection with or arising from (i) a breach by Tenant under this Lease or (ii) any occurrence in, upon, at or from the Demised Premises or (iii) the occupancy or use by Tenant of the Demised Premises or (iv) subject, to Section 13.5(b) below, any act or omission by Tenant, its agents, contractors, employees, invitees, licensees or concessionaires, whether or not occurring or resulting in damage or injury within the Demised Premises or upon the Common Facilities and whether or not any such act or omission constitutes a violation of law or this Lease; (b) Tenant shall store its property in and shall occupy the Demised Premises and all other portions of the Industrial Center at its own risk; Landlord shall not be responsible or liable at any time for any loss or damage to Tenant's merchandise, equipment, fixtures or other personal property of Tenant or to Tenant's business; (c) Landlord shall not be responsible or liable to Tenant, or to those claiming by, through or under Tenant, for any loss or damage to either the person or property of Tenant, or of those claiming by, through or under Tenant, that may be imposed upon occasioned by 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 through the acts or omissions of Tenant 698 persons occupying adjacent, connecting or its affiliates adjoining premises; (d) Landlord shall not be responsible or liable for any defect, latent or otherwise, in any building in the performance of each of their obligations under this Lease Industrial Center or by reason in any of the acts equipment, machinery, utilities, appliances or 699 omissions apparatus therein (provided that the foregoing shall not in any way reduce Landlord's repair, maintenance, replacement and restoration obligations set forth in this Lease); (e) Landlord shall not be responsible or liable for any injury, loss or damage to any person or to any property of Sublessees as defined in Section 2.2(d) above, except to the extent that such liability Tenant or other 700 loss is person caused proximatelyby or resulting from bursting, breakage or leakage, steam or snow or ice, running, backing up, seepage, or the overflow of water or sewage in whole any part of the Industrial Center or for any injury or damage caused by or resulting from any defect or negligence in the occupancy, construction or use of any building in the Industrial Center, or machinery, apparatus or equipment therein or thereon; or (f) by or from the acts of negligence of any occupant of the Industrial Center building. Providing Tenant has knowledge of same, Tenant shall give prompt notice to Landlord in case of fire or accidents in the Demised Premises or in part, by the negligent building of which the Demised Premises are a part and of defects therein or willful acts of Tenant Indemnitees. 701 Tenant shall defend in any and all legal proceedings commenced against any Tenant Indemnitee arising 702 under Tenant’s obligations under this Article using legal counsel satisfactory to Landlordfixtures or equipment. Landlord shall 703 use its best efforts to give Tenant reasonable notice in no event be liable for any damages arising from any act, omission or negligence of any legal proceeding other tenant at the Industrial Center. In case Landlord shall be made a party to any litigation commenced by or against Tenant through no fault of which it has actual 704 knowledge. Landlord, its agents, contractors or employees, Tenant shall deliver to protect and hold Landlord copies of documents served in any legal proceeding arising 705 harmless and shall pay all reasonable costs, expenses and attorney's fees in connection with therewith. The obligations of Tenant under this Section shall survive the 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 expiration or earlier termination of this Section, “legal proceedings” includes legal actions and administrative proceedings. 713Lease.

Tenant Indemnity. Tenant shall indemnify indemnify, protect, defend, and save hold harmless Landlord the Leased Premises, Landlord, and its members, managers, employees, agents, contractors, partners, and Lenders from and against 694 any and from all liabilitiesclaims, actions, demands, suits, obligationsproceedings, finesorders, losses (including loss of rents), damages, liens, judgments, penalties, claims, costs, charges, and expenses, 695 including, without limitation, attorneys’ fees and disbursementsconsultants’ fees, that may be imposed upon or asserted 696 againstexpenses, 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 reasonably incurred byneglect on or about the Leased Premises of Tenant, Landlord or any agency or subdivision thereof or its respective agents, 697 employees, officerscontractors, subtenants, licensees, visitors, or officials invitees; or (the “Tenant Indemnitees”d) any violation of any terms hereof by reason of the acts or omissions of Tenant 698 or its affiliates in the performance of each of their obligations under this Lease or by reason of the acts or 699 omissions of Sublessees as defined in Section 2.2(d) aboveTenant, except to the extent that such liability or other 700 loss Claim is caused proximately, in whole or in part, by the negligent result of Landlord’s gross negligence or willful acts misconduct. A party seeking indemnification pursuant to the indemnity set forth herein (the “Claimant”) shall give Tenant prompt written notice of Tenant Indemniteesthe Claim for which it seeks indemnification. 701 The Tenant shall defend any and all legal proceedings commenced against any Tenant Indemnitee arising 702 under Tenant’s obligations under this Article using legal counsel satisfactory be entitled to Landlord. Landlord shall 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 participate in any legal proceeding arising 705 in connection with the Parking Facility and, whenever requested by Landlord, shall advise Landlord as to 706 the status defense 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 privilegeClaim. If at any time the Tenant fails to 708 defend any such legal proceedingacknowledges in writing that the Claim is fully indemnifiable, Landlord Tenant shall have the right (but not to assume total control of the obligation) to defend the 709 proceeding defense of such Claim at Tenant’s expense. its own expense in which case Tenant shall have no liability for any additional attorney fees incurred by such Claimant. If Xxxxxx does not settle assume total control of the defense of any such legal proceeding Claim, the Claimant agrees not to settle such Claim without Landlord’s 710 prior the written consent unless of the effect Tenant. Nothing contained in this Section 23 shall prevent either the Tenant or the Claimant from assuming total control 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 the defense and/or settling any Claim against it for which indemnification is not sought under this Section, “legal proceedings” includes legal actions and administrative proceedings. 713.

Tenant Indemnity. Subject to the provisions of Section 10(C) hereof, Tenant shall protect, defend, indemnify and save hold harmless the Landlord Protected Parties from and against 694 any and from all claims, demands, liabilities, suitsdamages, obligationsjudgments, orders, decrees, actions, proceedings, fines, damages, penalties, claimslosses, costs, charges, costs and expenses, 695 expenses (including, without limitation, court costs and reasonable attorneys’ fees and disbursementsexpenses) (collectively, 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 IndemniteesDamages”) suffered by reason of the acts or omissions of Tenant 698 or its affiliates in the performance of each of their obligations under this Lease a Landlord Protected Party directly or by reason of the acts any claim, suit or 699 omissions of Sublessees as defined in Section 2.2(d) above, except judgment brought against such Landlord Protected Party to the extent that such liability arising out of or other 700 loss is caused proximately, in whole attributable to any negligent act or in part, by the negligent omission or willful acts misconduct of Tenant Indemnitees. 701 Tenant shall defend Tenant, its agents, employees, contractors or subcontractors or any and all legal proceedings commenced against any Tenant Indemnitee arising 702 under breach of Tenant’s obligations under this Article using legal counsel satisfactory Lease with respect to Landlord. Landlord shall 703 use its best efforts to give Tenant reasonable notice Tenant’s leasing of any legal proceeding of which it has actual 704 knowledge. Tenant shall deliver to Landlord copies of documents served or operations in any legal proceeding arising 705 in connection with the 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 privilegePremises, including, without limitationbut not limited to, attorney-client privilegebodily injury (including death) or property damage. If Tenant fails to 708 defend any claim for Damages is asserted or any such legal proceedingaction is brought, Landlord shall have give Tenant prompt notice thereof and Tenant shall resist and defend such claim, action or proceeding by counsel approved by Landlord or the right applicable Landlord Protected Party (but such approval not the obligation) to defend the 709 proceeding at Tenant’s expense. be unreasonably withheld, conditioned or delayed); however, Tenant shall not settle be liable for the costs of any such legal proceeding without Landlordseparate counsel employed by any Landlord Protected Party. Landlord hereby approves any counsel designated by Tenant’s 710 prior written consent unless the effect of such settlement insurance carrier. If it shall be finally determined by a court of competent jurisdiction that, pursuant 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 the foregoing provisions of this Section, “legal proceedings” includes legal actions 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 administrative proceedingsexpenses incurred by Tenant (or its insurance carrier) under this Section on account thereof plus interest at the Default Rate on such costs and expenses. 713Without 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.