Common use of Tenant Indemnity Clause in Contracts

Tenant Indemnity. To the fullest extent permitted by Law, and except to the extent caused by the gross negligence or willful misconduct of Landlord or its authorized agents or employees and not covered by insurance required to be carried by Tenant under this Lease, Tenant shall indemnify and hold Landlord harmless from and defend Landlord against any and all claims or liability for any loss, injury, death or damage to any person or property whatsoever: (i) occurring in or on the Premises; or (ii) occurring in, on, or about any other portion of the Project to the extent such injury or damage is caused by the negligence or willful misconduct of the Tenant Parties. In addition, and to the fullest extent permitted by Law and except to the extent caused by the gross negligence or willful misconduct of Landlord or its authorized agents or employees and not covered by insurance required to be carried by Tenant under this Lease, Tenant shall indemnify and hold Landlord and the Project harmless from, and defend Landlord and the Project against, any and all claims, liability, losses, costs, damages (including damage to Landlord’s property), injury or expenses (including costs, expenses and attorneys’ fees) arising out of or in any way related to or resulting directly or indirectly from (AA) any breach of this Lease by Tenant, (BB) any matter referred to in Paragraph 11(f), (CC) the conduct of any activities, work or business of Tenant Parties in or about the Project, including, but not limited to any release, discharge, storage or use of any Hazardous Substance, and/or (DD) the condition, use or occupancy of the Premises from and after the Building 2 Delivery Date (with respect to Building 2) or the Building 3 Delivery Date (with respect to Building 3), as applicable. Tenant further shall indemnify and hold Landlord harmless from and defend Landlord against any and all loss, claims, proceedings, cost, damage, injury, causes of action, liabilities or expense arising out of or in any way related to work or labor performed, materials or supplies furnished to or at the request of Tenant or in connection with obligations incurred by or performance of any work done for the account of Tenant in the Premises or the Project. In the event of a discrepancy between the terms of this Paragraph 11(c) and the terms of Paragraph 35 of the Lease concerning Hazardous Substance liability, the latter shall control. The foregoing indemnity shall not diminish Landlord’s repair and maintenance responsibilities expressly set forth in this Lease.

Tenant Indemnity. To the fullest extent permitted by LawTenant releases Landlord from any liability for, waives all claims against Landlord and except to the extent caused by the gross negligence or willful misconduct of Landlord or its authorized agents or employees and not covered by insurance required to be carried by Tenant under this Leaseshall indemnify, Tenant shall indemnify defend and hold Landlord harmless from Landlord, its employees, partners, agents, subsidiaries and defend Landlord affiliate organizations against any and all claims or liability for any loss, injury, death or damage to any person or property whatsoever: (i) occurring in or on the Premises; or (ii) occurring in, on, or about any other portion of the Project to the extent such injury or damage is caused by the negligence or willful misconduct of the Tenant Parties. In addition, and to the fullest extent permitted by Law and except to the extent caused by the gross negligence or willful misconduct of Landlord or its authorized agents or employees and not covered by insurance required to be carried by Tenant under this Lease, Tenant shall indemnify and hold Landlord and the Project harmless from, and defend Landlord and the Project against, any and all claims, suits, loss, costs (including costs of investigation, clean up, monitoring, restoration and reasonably attorney fees), damage or liability, losseswhether foreseeable or unforeseeable, costs, damages by reason of property damage (including damage diminution in the value of the property of Landlord), personal injury or death directly arising from or related to Hazardous Substances released, manufactured, discharged, disposed, used or stored on, in, or under the Property or Premises during the Term by Tenant or its employees, agents or contractors. The provisions of this Tenant Indemnity regarding Hazardous Substances shall survive the termination of the Lease. Tenant has informed Landlord, that (i) except for immaterial amounts of toxic materials incidental to its office use (e.g. copier toner, typical janitorial cleaning materials), and (ii) except for immaterial amounts of toxic materials incidental to its research and development use, Tenant will not use and Hazardous Substances in material amounts within the Building and shall comply with any applicable laws to the extent that it does. If Tenant intends to use any Hazardous Substances in connection with its research and development use which is beyond levels typical for office tenants, Tenant shall (i) provide written notice to Landlord of the identity of such Hazardous Substances and Tenant’s proposed plan for the use, storage and disposal of such Hazardous Substances, such use, storage and disposal shall be subject to Landlord’s property)approval, injury which approval shall not be unreasonably withheld, conditioned or expenses delayed, and (including costsii) provide evidence satisfactory to Landlord, expenses in the exercise of Landlord’s reasonable discretion, that (A) Tenant has contracted with a responsible chemical supplier and attorneys’ fees) arising out of or in any way related to or resulting directly or indirectly from (AA) any breach of this Lease by Tenantwaste pick-up and disposal firm, (BBB) any matter referred Tenant is in compliance with all applicable laws with respect to in Paragraph 11(f)such Hazardous Substances, and (CCC) Tenant has adopted secondary containment procedures that are reasonably acceptable to Landlord. Tenant shall provide Landlord with quarterly reports with respect to the conduct use and storage of any activitiesHazardous Substances in connection with its research and development use which is beyond levels typical for office tenants and shall immediately notify Landlord if and when Tenant learns or has reason to believe there has been any release of Hazardous Substances in, work or business of Tenant Parties in on or about the Project, including, but not limited to any release, discharge, storage or use of any Hazardous Substance, and/or (DD) the condition, use or occupancy of the Premises from and after the Building 2 Delivery Date (with respect to Building 2) or the Building 3 Delivery Date (with respect to Building 3), as applicable. Tenant further shall indemnify and hold Landlord harmless from and defend Landlord against any and all loss, claims, proceedings, cost, damage, injury, causes of action, liabilities or expense arising out of or in any way related to work or labor performed, materials or supplies furnished to or at the request of Tenant or in connection with obligations incurred by or performance of any work done for the account of Tenant in the Premises or the ProjectPremises. In the event of a discrepancy conflict between the terms of this Paragraph 11(c39(b) and Paragraph 11, the terms of Paragraph 35 of the Lease concerning Hazardous Substance liability11, the latter shall control. The foregoing indemnity shall not diminish Landlord’s repair and maintenance responsibilities expressly set forth in this Lease.

Tenant Indemnity. To the fullest extent permitted by Law, and except to the extent caused by the gross negligence or willful misconduct of Landlord or its authorized agents or employees and not covered by insurance required to be carried by Tenant under Except as otherwise provided in this Lease, Tenant shall indemnify and hold Landlord harmless from and defend Landlord against any and all claims or of liability for any loss, injury, death injury or damage to any person or property whatsoever: (i) occurring in arising from Tenant’s use of the Leased Premises or on the Premises; or (ii) occurring in, onProject, or about any other portion of the Project to the extent such injury or damage is caused by the negligence or willful misconduct of the Tenant Parties. In addition, and to the fullest extent permitted by Law and except to the extent caused by the gross negligence or willful misconduct of Landlord or its authorized agents or employees and not covered by insurance required to be carried by Tenant under this Lease, Tenant shall indemnify and hold Landlord and the Project harmless from, and defend Landlord and the Project against, any and all claims, liability, losses, costs, damages (including damage to Landlord’s property), injury or expenses (including costs, expenses and attorneys’ fees) arising out of or in any way related to or resulting directly or indirectly from (AA) any breach of this Lease by Tenant, (BB) any matter referred to in Paragraph 11(f), (CC) the conduct of Tenant’s business, or from any activitiesactivity, work or business of thing done, permitted or suffered by Tenant Parties in or about the ProjectLeased Premises, including, but not limited to any release, discharge, storage the Project or use of any Hazardous Substance, and/or (DD) the condition, use or occupancy of the Premises from and after the Building 2 Delivery Date (with respect to Building 2) or the Building 3 Delivery Date (with respect to Building 3), as applicableelsewhere. Tenant shall further shall indemnify and hold Landlord harmless from and defend Landlord against any and all lossclaims arising from any breach or default in the performance of any obligation on Tenant’s part to be performed under this Lease, claims, proceedings, cost, damage, injury, causes of action, liabilities or expense arising out of from any act or in any way related to work or labor performed, materials or supplies furnished to or at the request omission of Tenant or Tenant’s agents, employees, contractors, licensees, customers, or invitees and from and against all reasonable costs, attorneys’ fees, expenses, and liabilities incurred in connection with obligations incurred by or performance the defense of any work done for the account of Tenant in the Premises such claim or the Projectany action or proceeding brought thereon. In the event any action or proceeding is brought against Landlord by reason of any such claim, Tenant upon notice from Landlord shall defend same at Tenant’s expense by counsel satisfactory to Landlord, or, at Landlord’s election, Landlord may retain counsel and submit to Tenant, either periodically or in a discrepancy between the terms lump sum, xxxxxxxx of this Paragraph 11(c) and the terms of Paragraph 35 said counsel for direct payment to counsel or for immediate reimbursement to Landlord. Tenant, as a material part of the Lease concerning Hazardous Substance liabilityconsideration to Landlord, hereby assumes all risk of damage to property or injury to persons in, upon, or about the latter shall control. The foregoing indemnity shall not diminish Leased Premises arising from any cause and Tenant hereby waives all claims in respect thereof against Landlord, except for damages arising from Landlord’s repair and maintenance responsibilities expressly set forth in this Leaseintentional or grossly negligent acts.

Tenant Indemnity. Tenant hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises from any cause whatsoever and agrees that Landlord, its property manager, managing agents, investors, officers, partners, subpartners, members, managers, 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 fullest extent permitted by under applicable Law, Tenant shall indemnify, defend, protect, and except 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 incurred in connection with the proceeding whether at trial or on appeal) (collectively, “Claims”) incurred in connection with or arising from any cause in, on or about the Premises, any violation of any of Laws, including, without limitation, any environmental Laws, any acts, omissions or negligence of Tenant 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 person, 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 extent caused by the gross negligence or willful misconduct of one or more of the Landlord Parties. Should Landlord be named as a defendant in any suit brought against Tenant in connection with or arising out of Tenant’s occupancy of the Premises, Tenant shall pay to Landlord its authorized agents or employees 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 covered by intended and shall not relieve any insurance carrier of its obligations under policies required to be carried by Tenant under pursuant to the provisions of this Lease, Tenant shall indemnify and hold Landlord harmless from and defend Landlord against any and all claims or liability for any loss, injury, death or damage to any person or property whatsoever: (i) occurring in or on the Premises; or (ii) occurring in, on, or about any other portion of the Project to the extent such injury or damage is caused by policies cover the negligence or willful misconduct matters subject to Tenant’s indemnification obligations, nor shall they supersede any inconsistent agreement of the Tenant Parties. In addition, and to the fullest extent permitted by Law and except to the extent caused by the gross negligence or willful misconduct of Landlord or its authorized agents or employees and not covered by insurance required to be carried by Tenant under this Lease, Tenant shall indemnify and hold Landlord and the Project harmless from, and defend Landlord and the Project against, any and all claims, liability, losses, costs, damages (including damage to Landlord’s property), injury or expenses (including costs, expenses and attorneys’ fees) arising out of or in any way related to or resulting directly or indirectly from (AA) any breach of this Lease by Tenant, (BB) any matter referred to in Paragraph 11(f), (CC) the conduct of any activities, work or business of Tenant Parties in or about the Project, including, but not limited to any release, discharge, storage or use of any Hazardous Substance, and/or (DD) the condition, use or occupancy of the Premises from and after the Building 2 Delivery Date (with respect to Building 2) or the Building 3 Delivery Date (with respect to Building 3), as applicable. Tenant further shall indemnify and hold Landlord harmless from and defend Landlord against any and all loss, claims, proceedings, cost, damage, injury, causes of action, liabilities or expense arising out of or in any way related to work or labor performed, materials or supplies furnished to or at the request of Tenant or in connection with obligations incurred by or performance of any work done for the account of Tenant in the Premises or the Project. In the event of a discrepancy between the terms of this Paragraph 11(c) and the terms of Paragraph 35 of the Lease concerning Hazardous Substance liability, the latter shall control. The foregoing indemnity shall not diminish Landlord’s repair and maintenance responsibilities expressly parties set forth in any other provision of this Lease. The 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 LawTenant releases Landlord from any liability for, waives all claims against Landlord and except to the extent caused by the gross negligence or willful misconduct of Landlord or its authorized agents or employees and not covered by insurance required to be carried by Tenant under this Leaseshall indemnify, Tenant shall indemnify defend and hold Landlord harmless from Landlord, its employees, partners, agents, subsidiaries and defend Landlord affiliate organizations against any and all claims or liability for any loss, injury, death or damage to any person or property whatsoever: (i) occurring in or on the Premises; or (ii) occurring in, on, or about any other portion of the Project to the extent such injury or damage is caused by the negligence or willful misconduct of the Tenant Parties. In addition, and to the fullest extent permitted by Law and except to the extent caused by the gross negligence or willful misconduct of Landlord or its authorized agents or employees and not covered by insurance required to be carried by Tenant under this Lease, Tenant shall indemnify and hold Landlord and the Project harmless from, and defend Landlord and the Project against, any and all claims, suits, loss, costs (including costs of investigation, clean up, monitoring, restoration and reasonably attorney fees), damage or liability, losseswhether foreseeable or unforeseeable, costs, damages by reason of property damage (including damage diminution in the value of the property of Landlord), personal injury or death directly arising from or related to Hazardous Substances released, manufactured, discharged, disposed, used or stored on, in, or under the Property or Premises during the Term by Tenant or its employees, agents or contractors. The provisions of this Tenant Indemnity regarding Hazardous Substances shall survive the termination of the Lease. Tenant has informed Landlord, that (i) except for immaterial amounts of toxic materials incidental to its office use (e.g. copier toner, typical janitorial cleaning materials), and (ii) except for immaterial amounts of toxic materials incidental to its research and development use, Tenant will not use and Hazardous Substances in material amounts within the Building and shall comply with any applicable laws to the extent that it does. If Tenant intends to use any Hazardous Substances in connection with its research and development use which is beyond levels typical for office tenants, Tenant shall (i) provide written notice to Landlord of the identity of such Hazardous Substances and Tenant’s proposed plan for the use, storage and disposal of such Hazardous Substances, such use, storage and disposal shall be subject to Landlord’s property)approval, injury which approval shall not be unreasonably withheld, conditioned or expenses delayed, and (including costsii) provide evidence satisfactory to Landlord, expenses in the exercise of Landlord’s reasonable discretion, that (A) Tenant has contracted with a responsible chemical supplier and attorneys’ fees) arising out of or in any way related to or resulting directly or indirectly from (AA) any breach of this Lease by Tenantwaste pick-up and disposal firm, (BBB) any matter referred Tenant is in compliance with all applicable Laws with respect to in Paragraph 11(f)such Hazardous Substances, and (CCC) Tenant has adopted secondary containment procedures that are reasonably acceptable to Landlord. Tenant shall provide Landlord with quarterly reports with respect to the conduct use and storage of any activitiesHazardous Substances in connection with its research and development use which is beyond levels typical for office tenants and shall immediately notify Landlord if and when Tenant learns or has reason to believe there has been any release of Hazardous Substances in, work or business of Tenant Parties in on or about the Project, including, but not limited to any release, discharge, storage or use of any Hazardous Substance, and/or (DD) the condition, use or occupancy of the Premises from and after the Building 2 Delivery Date (with respect to Building 2) or the Building 3 Delivery Date (with respect to Building 3), as applicable. Tenant further shall indemnify and hold Landlord harmless from and defend Landlord against any and all loss, claims, proceedings, cost, damage, injury, causes of action, liabilities or expense arising out of or in any way related to work or labor performed, materials or supplies furnished to or at the request of Tenant or in connection with obligations incurred by or performance of any work done for the account of Tenant in the Premises or the Project. In the event of a discrepancy between the terms of this Paragraph 11(c) and the terms of Paragraph 35 of the Lease concerning Hazardous Substance liability, the latter shall control. The foregoing indemnity shall not diminish Landlord’s repair and maintenance responsibilities expressly set forth in this LeasePremises.

Tenant Indemnity. To Subject to the fullest extent permitted provisions of Section 14.2B, Tenant hereby indemnifies and 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 from and against all suits, causes of action, damages, liabilities, penalties, costs, charges, fees and expenses (including without limitation, reasonable attorneys’ fees and disbursements), including without limitation, any claim relating to loss of life, personal injury or property damage incurred in connection with or arising from (i) a breach by LawTenant under this Lease or (ii) any occurrence in, upon, at or from the Demised Premises not resulting from the acts of Landlord or any of its agents, contractors, employees, or servants or (iii) the occupancy or use by Tenant of the Demised Premises or (iv) any act or omission (where there is a duty to act) by Tenant, its agents, contractors, employees, servants, 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; 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 (except to the extent caused by any loss or damage resulting from the gross negligence or willful misconduct of Landlord or any of its authorized agents agents, contractors, employees, or employees and servants); Landlord shall not covered by insurance required be responsible or liable to be carried by Tenant Tenant, or to those claiming by, through or under this LeaseTenant, Tenant shall indemnify and hold Landlord harmless from and defend Landlord against any and all claims or liability for any lossloss or damage to either the person or property of Tenant, or of those claiming by, through or under Tenant, that may be occasioned by or through the acts or omissions of persons occupying adjacent, connecting or adjoining premises; subject to Section 10.1, Landlord shall not be responsible or liable for any defect, latent or otherwise, in any building in the Industrial Center or in any of the equipment, machinery, utilities, appliances or apparatus therein; Landlord shall not be responsible or liable for any injury, death loss or damage to any person or to any property whatsoever: (i) occurring in of Tenant or on the Premises; other person caused by or (ii) occurring inresulting from bursting, onbreakage or leakage, steam or snow or ice, running, backing up, seepage, or about the overflow of water or sewage in any other portion part of the Project to the extent such Industrial Center or for any injury or damage is 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 by or from the acts of negligence or willful misconduct of any occupant of the Industrial Center building. Providing Tenant Parties. In addition, and to the fullest extent permitted by Law and except to the extent caused by the gross negligence or willful misconduct has knowledge of Landlord or its authorized agents or employees and not covered by insurance required to be carried by Tenant under this Leasesame, Tenant shall indemnify give prompt notice to Landlord in case of fire or accidents in the Demised Premises or in the building of which the Demised Premises are a part and of defects therein or in any fixtures or equipment. Landlord shall in no event be liable for any damages arising from any act, omission or negligence of any other tenant at the Industrial Center. In case Landlord shall be made a party to any litigation commenced by or against Tenant, Tenant shall protect and hold Landlord harmless and the Project harmless from, and defend Landlord and the Project against, any and shall pay all claims, liability, losses, costs, damages (including damage to Landlord’s property), injury or expenses (including reasonable costs, expenses and attorneys’ fees) arising out of or attorney’s fees in any way related to or resulting directly or indirectly from (AA) any breach of this Lease by Tenant, (BB) any matter referred to in Paragraph 11(f), (CC) the conduct of any activities, work or business connection therewith. The obligations of Tenant Parties in or about under this Section shall survive the Project, including, but not limited to any release, discharge, storage or use termination of any Hazardous Substance, and/or (DD) the condition, use or occupancy of the Premises from and after the Building 2 Delivery Date (with respect to Building 2) or the Building 3 Delivery Date (with respect to Building 3), as applicable. Tenant further shall indemnify and hold Landlord harmless from and defend Landlord against any and all loss, claims, proceedings, cost, damage, injury, causes of action, liabilities or expense arising out of or in any way related to work or labor performed, materials or supplies furnished to or at the request of Tenant or in connection with obligations incurred by or performance of any work done for the account of Tenant in the Premises or the Project. In the event of a discrepancy between the terms of this Paragraph 11(c) and the terms of Paragraph 35 of the Lease concerning Hazardous Substance liability, the latter shall control. The foregoing indemnity shall not diminish Landlord’s repair and maintenance responsibilities expressly set forth in this Lease.

Tenant Indemnity. To the fullest extent permitted by LawTenant agrees to indemnify and save harmless, Mortgagee, Landlord, and except to the extent caused by the gross negligence or willful misconduct of Landlord or its authorized their respective trustees, directors, officers, agents or employees and not covered by insurance required to be carried by Tenant under this Lease, Tenant shall indemnify and hold Landlord harmless servants from and defend Landlord against all liabilities, costs and expenses (including reasonable attorney's fees and expenses) and all actual damages imposed upon or asserted against the Mortgagee, and/or Landlord, as the owner of the Leased Property, or consequential damages imposed upon or asserted against any Mortgagee or Landlord by unaffiliated third parties, including, without limitation, any liabilities, costs and all claims expenses damages imposed upon or liability for any lossasserted against Mortgagee or Landlord, injury, death or damage to any person or property whatsoever: on account of (i) occurring in or any failure on the Premises; or (ii) occurring in, on, or about any other portion of the Project to the extent such injury or damage is caused by the negligence or willful misconduct of the Tenant Parties. In addition, and to the fullest extent permitted by Law and except to the extent caused by the gross negligence or willful misconduct of Landlord or its authorized agents or employees and not covered by insurance required to be carried by Tenant under this Lease, Tenant shall indemnify and hold Landlord and the Project harmless from, and defend Landlord and the Project against, any and all claims, liability, losses, costs, damages (including damage to Landlord’s property), injury or expenses (including costs, expenses and attorneys’ fees) arising out of or in any way related to or resulting directly or indirectly from (AA) any breach of this Lease by Tenant, (BB) any matter referred to in Paragraph 11(f), (CC) the conduct of any activities, work or business part of Tenant Parties in to perform or about the Project, including, but not limited to comply with any release, discharge, storage or use of any Hazardous Substance, and/or (DD) the condition, use or occupancy of the Premises from and after the Building 2 Delivery Date (with respect to Building 2) or the Building 3 Delivery Date (with respect to Building 3), as applicable. Tenant further shall indemnify and hold Landlord harmless from and defend Landlord against any and all loss, claims, proceedings, cost, damage, injury, causes of action, liabilities or expense arising out of or in any way related to work or labor performed, materials or supplies furnished to or at the request of Tenant or in connection with obligations incurred by or performance of any work done for the account of Tenant in the Premises or the Project. In the event of a discrepancy between the terms of this Paragraph 11(cLease or use, misuse, non-use, maintenance or repair by Tenant of the Leased Property, (ii) any impositions which are the obligation of Tenant to pay pursuant to the applicable provisions of this Lease, (iii) any liability Tenant may incur or suffer as a result of the ADA affecting the Leased Property, (iv) any accident, injury to or death of any person or damage to property on or about the Leased Property, except in each instance to the extent the same is caused by any willful or grossly negligent act or omission of Mortgagee or Landlord, their agents, employees or contractors; and (v) any and all liabilities, claims, demands, damages, penalties, expenses (including, without limitation, reasonable costs and attorneys’ fees including reasonable costs and attorneys’ fees on any appeal), judgments, proceedings and causes of action imposed upon, incurred by, or asserted against Landlord or Mortgagee, which arise out of, or are alleged to have arisen out of, any violation by Tenant or Tenant’s agents, contractors, subtenants, employees, licensees, concessionaires or invitees (collectively, “Tenant’s Agents”) of any of the terms or provisions of Paragraph 35 any Mortgage. If at any time any claims, costs, demands, losses or liabilities are asserted against Mortgagee or Landlord by reason of any of the Lease concerning Hazardous Substance liabilitymatters as to which Tenant indemnifies Mortgagee or Landlord hereunder, the latter shall control. The foregoing indemnity shall not diminish Tenant will, upon notice from Landlord’s repair , defend any such claims, costs, demands, losses or liabilities at Tenant's sole cost and maintenance responsibilities expressly set forth in this Leaseexpense by counsel selected by Tenant and reasonably acceptable to Mortgagee and/or Landlord.

Tenant Indemnity. To the fullest extent permitted Tenant shall indemnify, defend (with counsel reasonably approved by LawLandlord), protect and hold Landlord, Landlord’s property manager, if any, Landlord’s mortgagees, if any, and except to the extent caused by the gross negligence or willful misconduct of their respective officers, directors, members, employees, agents, representatives, successors and assigns (“Landlord or its authorized agents or employees and not covered by insurance required to be carried by Tenant under this LeaseParties”), Tenant shall indemnify and hold Landlord harmless from and defend Landlord against any and all claims or liability for any loss, injurycost, death damage, expense and liability, including, without limitation, reasonable attorneys’ fees (collectively, “Claims”) incurred in connection with or damage to any person or property whatsoever: arising from (i) occurring in or on the Premises; or (ii) occurring in, on, or about any other portion Tenant’s use of the Premises or Project to or from the extent such injury conduct of Tenant’s business or damage is caused from any activity, work or thing which may be permitted or suffered by the negligence Tenant (or willful misconduct any member of the Tenant Parties. In addition, and to the fullest extent permitted by Law and except to the extent caused by the gross negligence or willful misconduct of Landlord or its authorized agents or employees and not covered by insurance required to be carried by Tenant under this Lease, Tenant shall indemnify and hold Landlord and the Project harmless from, and defend Landlord and the Project against, any and all claims, liability, losses, costs, damages (including damage to Landlord’s property), injury or expenses (including costs, expenses and attorneys’ feesGroup) arising out of or in any way related to or resulting directly or indirectly from (AA) any breach of this Lease by Tenant, (BB) any matter referred to in Paragraph 11(f), (CC) the conduct of any activities, work or business of Tenant Parties in or about the Premises or Project, (ii) any Event of Default or breach or failure to perform any obligation on Tenant’s part to be performed under this Lease or arising from any actions or omissions of Tenant or any member of the Tenant Group, including, but not limited to, damages to any release, discharge, storage property and injury to persons in or use of any Hazardous Substance, and/or (DD) the condition, use or occupancy of about the Premises or Project, and from and after the Building 2 Delivery Date (with respect to Building 2) or the Building 3 Delivery Date (with respect to Building 3), as applicable. Tenant further shall indemnify and hold Landlord harmless from and defend Landlord against any and all losscosts, claimsreasonable attorneys’ fees and costs (including costs and expenses associated with in-house counsel), proceedingsexpenses and liabilities incurred in the defense of any Claim or any action or proceeding brought thereon, costincluding negotiations in connection therewith, damage, injury, causes of action, liabilities or expense arising out of or in any way related to work or labor performed, materials or supplies furnished and (iii) all damage to or at the request theft of Tenant property or injury to persons in connection with obligations incurred by or performance of any work done for the account of Tenant in about the Premises or Project from any cause during the ProjectTerm and not due to Landlord’s gross negligence of willful misconduct. In the event of a discrepancy between the terms The provisions of this Paragraph 11(c) and Section 24.1 will survive the terms expiration or termination of Paragraph 35 of the Lease concerning Hazardous Substance liability, the latter shall control. The foregoing indemnity shall not diminish Landlord’s repair and maintenance responsibilities expressly set forth in this Lease.. ​

Tenant Indemnity. To the fullest extent permitted by Lawlaw, on and except to after the extent caused by the gross negligence or willful misconduct of Landlord or its authorized agents or employees and not covered by insurance required to be carried by Tenant under this LeaseLease Commencement Date, Tenant shall indemnify and hold Landlord save harmless the District against and from and defend Landlord against any and all claims whatsoever by or liability for on behalf of any lossPerson or Persons, injury, death or damage to any person or property whatsoever: arising from (i) the operation, management or occupancy of the Project Area, (ii) the construction of Improvements or any other work or thing whatsoever done in and on the Project Area, (iii) any condition of the Project Area, (iv) 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 the terms of this Lease, (v) any act of negligence by Tenant, or any of Tenant’s agents, contractors, servants, employees or licensees, (vi) any accident, injury or damage whatsoever caused to any person, occurring during the Term of this Lease, in or on the PremisesProject Area, and (vii) all claims, judgments, damages, losses, penalties, fines, liabilities, Liens, costs and expenses of any and every kind whatsoever (including, without limitation, reasonable attorneys' fees and expenses) paid or incurred in or in connection with or as a result of any such claim or action or proceeding brought thereon; and in case any action or proceeding shall be brought against the District by reason of any such claim, Tenant upon notice from the District agrees to resist and defend such action or proceeding and to employ counsel therefor selected by Tenant. Notwithstanding any of the foregoing to the contrary, Tenant shall not be required to indemnify the District with respect to (i) any circumstance which would otherwise be an indemnified matter if such circumstance is caused by the act or omission of the District or any of its employees, agents or contractors, or (ii) occurring in, on, or about any other portion of the Project to the extent such injury or damage is caused by the negligence or willful misconduct of the Tenant Parties. In addition, and to the fullest extent permitted by Law and except to the extent caused by the gross negligence or willful misconduct of Landlord or its authorized agents or employees and not covered by insurance required to be carried by Tenant under this Lease, Tenant shall indemnify and hold Landlord and the Project harmless from, and defend Landlord and the Project against, any and all claims, liability, losses, costs, damages (including damage to Landlord’s property), injury or expenses (including costs, expenses and attorneys’ fees) arising out of or in any way related to or resulting directly or indirectly from (AA) any breach of this Lease by Tenant, (BB) any matter referred to in Paragraph 11(f), (CC) the conduct of any activities, work or business of Tenant Parties in or about the Project, including, but not limited to any release, discharge, storage or use of any Hazardous Substance, and/or (DD) the condition, use or occupancy of the Premises from and after the Building 2 Delivery Date (with respect to Building 2) or the Building 3 Delivery Date (with respect to Building 3), as applicable. Tenant further shall indemnify and hold Landlord harmless from and defend Landlord against any and all loss, claims, proceedings, cost, damage, injury, causes of action, liabilities or expense arising out of or in any way related to work or labor performed, materials or supplies furnished to or at the request of Tenant or in connection with obligations incurred by or performance of any work done for the account of Tenant in the Premises or the Project. In the event of a discrepancy between the terms of this Paragraph 11(c) and the terms of Paragraph 35 of the Lease concerning Hazardous Substance liability, the latter shall control. The foregoing indemnity shall not diminish Landlord’s repair and maintenance responsibilities expressly set forth in this LeasePre- Existing Environmental Condition.