Tenant’s Indemnification Obligations. Tenant shall indemnify, defend, and hold Landlord and its lenders, agents, employees, directors, officers, managers, members, partners, affiliates, independent contractors, and property managers (collectively, “Landlord’s Agents” or “Agents”) harmless from and against any and all claims, demands, liability, loss or damage, whether for injury to or death of persons or damage to real or personal property, arising out of or in connection with the Premises, Tenant’s use of the Premises, any activity, work, or other thing done, permitted, or suffered by Tenant in or about the Buildings, or arising from any reason or cause whatsoever in connection with the use or occupancy of the Premises by any party during the Term of this Lease, except to the extent that the event giving rise to the claim, demand, liability, loss or damage was caused by the gross negligence or willful misconduct of Landlord or Landlord’s Agents. Tenant shall further indemnify, defend, and hold Landlord and Landlord’s Agents harmless against and from any and all claims arising from any breach or default in the performance of any obligation on Tenant’s part to be performed under the terms of this Lease, or arising from any act or negligence of Tenant or any officer, agent, employee, guest, or invitee of Tenant, and from and against all costs, attorneys’ fees, expenses, and liabilities incurred as a result of any such claim or any action or proceeding brought thereon. In any case, action, or proceeding brought against Landlord or Landlord’s Agents by reason of any such claim, Tenant, upon notice from Landlord, shall defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in, upon, or about the Premises from any cause arising prior to the later of the termination of this Lease or the date Tenant has performed all obligations under Section 10.1(d) and is no longer in possession of the Premises (except for such damage or injury caused by Landlord’s or Landlord’s Agents’ willful misconduct or gross negligence), and Tenant hereby waives all claims in respect thereof against Landlord and Landlord’s Agents. Tenant’s obligation to indemnify under this paragraph shall include attorneys’ fees, investigation costs, and other reasonable costs, expenses, and liabilities incurred by Landlord and Landlord’s Agents. If the ability of Tenant to use the Premises or the Buildings is interrupted for any reason, Landlord and Landlord’s Agents shall not be liable to Tenant for any loss or damages occasioned by such loss of use, except to the extent such loss or damages is caused by Landlord’s or its Agents’ willful misconduct or gross negligence.
Appears in 4 contracts
Samples: Sublease (Natera, Inc.), Sublease (Natera, Inc.), Redemption Agreement (Nektar Therapeutics)
Tenant’s Indemnification Obligations. Tenant shall indemnify, defend, and hold Landlord and its lenders, agents, employees, directors, officers, managers, members, partners, affiliates, independent contractors, and property managers (collectively, “Landlord’s Agents” "LANDLORD'S AGENTS" or “Agents”"AGENTS") harmless from and against any and all claims, demands, liability, loss or damage, whether for injury to or death of persons or damage to real or personal property, arising out of or in connection with the Premises, Tenant’s 's use of the Premises, any activity, work, or other thing done, permitted, or suffered by Tenant in or about the Buildings, or arising from any reason or cause whatsoever in connection with the use or occupancy of the Premises by any party during the Term of this Lease, except to the extent that the event giving rise to the claim, demand, liability, loss or damage was caused by the gross negligence or willful misconduct of Landlord or Landlord’s 's Agents. Tenant shall further indemnify, defend, and hold Landlord and Landlord’s 's Agents harmless against and from any and all claims arising from any breach or default in the performance of any obligation on Tenant’s 's part to be performed under the terms of this Lease, or arising from any act or negligence of Tenant or any officer, agent, employee, guest, or invitee of Tenant, and from and against all costs, attorneys’ ' fees, expenses, and liabilities incurred as a result of any such claim or any action or proceeding brought thereon. In any case, action, or proceeding brought against Landlord or Landlord’s 's Agents by reason of any such claim, Tenant, upon notice from Landlord, shall defend the same at Tenant’s 's expense by counsel reasonably satisfactory to Landlord. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in, upon, or about the Premises from any cause arising prior to the later of the termination of this Lease or the date Tenant has performed all obligations under Section 10.1(d) and is no longer in possession of the Premises (except for such damage or injury caused by Landlord’s 's or Landlord’s 's Agents’ ' willful misconduct or gross negligence), and Tenant hereby waives all claims in respect thereof against Landlord and Landlord’s 's Agents. Tenant’s 's obligation to indemnify under this paragraph shall include attorneys’ ' fees, investigation costs, and other reasonable costs, expenses, and liabilities incurred by Landlord and Landlord’s 's Agents. If the ability of Tenant to use the Premises or the Buildings is interrupted for any reason, Landlord and Landlord’s 's Agents shall not be liable to Tenant for any loss or damages occasioned by such loss of use, except to the extent such loss or damages is caused by Landlord’s 's or its Agents’ ' willful misconduct or gross negligence.
Appears in 2 contracts
Samples: Built to Suit Lease (BioMed Realty Trust Inc), Built to Suit Lease (BioMed Realty Trust Inc)
Tenant’s Indemnification Obligations. Tenant shall indemnify, defend, and hold Landlord and its lenders, agents, employees, directors, officers, managers, members, partners, affiliates, independent contractors, and property managers (collectively, “Landlord’s Agents” "LANDLORD'S AGENTS" or “Agents”"AGENTS") harmless from and against any and all claims, demands, liability, loss or damage, whether for injury to or death of persons or damage to real or personal property, arising out of or in connection with the Premises, Tenant’s 's use of the Premises, any activity, work, or other thing done, permitted, or suffered by Tenant in or about the Buildings, or arising from any reason or cause whatsoever in connection with the use or occupancy of the Premises by any party during the Term of this Lease, except to the extent that the event giving rise to the claim, demand, liability, loss or damage was caused by the gross negligence or willful misconduct of Landlord or Landlord’s 's Agents. Tenant shall further indemnify, defend, and hold Landlord and Landlord’s 's Agents harmless against and from any and all claims arising from any breach or default in the performance of any obligation on Tenant’s 's part to be performed under the terms of this Lease, or arising from any act or negligence of Tenant or any officer, agent, employee, guest, or invitee of Tenant, and from and against all costs, attorneys’ attorney's fees, expenses, and liabilities incurred as a result of any such claim or any action or proceeding brought thereon. In any case, action, or proceeding brought against Landlord or Landlord’s 's Agents by reason of any such claim, Tenant, upon notice from Landlord, shall defend the same at Tenant’s 's expense by counsel reasonably satisfactory to Landlord. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in, upon, or about the Premises from any cause arising prior to the later of the termination of this Lease or the date Tenant has performed all obligations under Section 10.1(d) and is no longer in possession of the Premises (except for such damage or injury caused by Landlord’s 's or Landlord’s 's Agents’ ' willful misconduct or gross negligence), and Tenant hereby waives all claims in respect thereof against Landlord and Landlord’s 's Agents. Tenant’s 's obligation to indemnify under this paragraph shall include attorneys’ attorney's fees, investigation costs, and other reasonable costs, expenses, and liabilities incurred by Landlord and Landlord’s 's Agents. If the ability of Tenant to use the Premises or the Buildings is interrupted for any reason, Landlord and Landlord’s 's Agents shall not be liable to Tenant for any loss or damages occasioned by such loss of use, except to the extent such loss or damages is caused by Landlord’s 's or its Agents’ ' willful misconduct or gross negligence.
Appears in 1 contract
Samples: Build to Suit Lease (Inhale Therapeutic Systems Inc)
Tenant’s Indemnification Obligations. Tenant shall indemnify, defend, indemnify and hold Landlord and its lendersofficers, employees, agents, directors, shareholders, and partners harmless against any loss, liability, damage, fine or other governmental penalty, cost, or expense (including reasonable attorneys’ fees and costs of litigation), or any claim therefor, resulting from:
(a) Tenant’s noncompliance with or violation of any law, ordinance, or other governmental regulation applicable to Tenant or its use and occupancy of the Property;
(b) any work or thing done by Tenant, or its agent, employee or contractor in respect of construction of, in, or to the Property or any part of the improvements now or hereafter constructed on the Land;
(c) any use, possession, occupation, operation, maintenance or management of the Property or any part thereof by Tenant or its agent, employee or contractor;
(d) any failure by Tenant, or its agent, employee or contractor, to, or to properly use, possess, occupy, operate, maintain or manage the Property or any part thereof;
(e) the use, generation, storage, treatment, or transportation, or the disposal or other release into the environment, of any Hazardous Material by Tenant or its employees, directorsagents, officersor contractors or as the result of Tenant’s use and occupancy of the Property; provided, managershowever, membersthat Tenant shall in no event be liable for or have any indemnification obligation for any pre-existing environmental conditions;
(f) any negligence on the part of Tenant or any of its agents, partners, affiliates, independent contractors, and servants, employees, licensees or invitees;
(g) except as related to or occurring during the initial construction of the Shell Building or the Land Sitework, any accident, injury or damage to any person or property managers occurring in, on, or about the Property or any part thereof; or
(collectivelyh) any failure on the part of Tenant to perform or comply with any of the covenants, “Landlord’s Agents” agreements, terms or “Agents”) conditions contained in this Lease on its part to be performed or complied with. Notwithstanding any term of this Lease to the contrary, nothing in this Section 25 or elsewhere in this Lease shall obligate or require Tenant to indemnify, defend or hold Landlord harmless from and against any and all claimslosses, demandsliabilities, liabilitydamages, loss costs, expenses, suits, judgments or damage, whether for claims arising from injury to or death of persons or damage to real or personal property, arising out of or in connection with the Premises, Tenant’s use of the Premises, any activity, work, or other thing done, permitted, or suffered by Tenant in or about the Buildings, or arising from any reason or cause whatsoever in connection with the use or occupancy of the Premises by any party during the Term of this Lease, except to the extent that the event giving rise to the claim, demand, liability, loss person or damage was property caused by the gross negligence or willful misconduct of Landlord or Landlord’s Agents. Tenant shall further indemnify, defend, and hold Landlord and Landlord’s Agents harmless against and from any and all claims arising from any breach or default in the performance of any obligation on Tenant’s part to be performed under the terms of this Lease, or arising from any act or negligence of Tenant or any officer, agent, employee, guest, or invitee of Tenant, and from and against all costs, attorneys’ fees, expenses, and liabilities incurred as a result of any such claim or any action or proceeding brought thereon. In any case, action, or proceeding brought against Landlord or Landlord’s Agents by reason of any such claim, Tenant, upon notice from Landlord, shall defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in, upon, or about the Premises from any cause arising prior to the later of the termination of this Lease or the date Tenant has performed all obligations under Section 10.1(d) and is no longer in possession of the Premises (except for such damage or injury caused by Landlord’s or Landlord’s Agents’ willful misconduct or gross negligence)negligence of Landlord or any of its agents, and Tenant hereby waives all claims in respect thereof against Landlord and Landlord’s Agents. Tenant’s obligation to indemnify under this paragraph shall include attorneys’ feesservants, investigation costs, and other reasonable costs, expenses, and liabilities incurred by Landlord and Landlord’s Agents. If the ability of Tenant to use the Premises employees or the Buildings is interrupted for any reason, Landlord and Landlord’s Agents shall not be liable to Tenant for any loss or damages occasioned by such loss of use, except to the extent such loss or damages is caused by Landlord’s or its Agents’ willful misconduct or gross negligencecontractors.
Appears in 1 contract
Samples: Lease Agreement (Emdeon Inc.)
Tenant’s Indemnification Obligations. Tenant shall indemnify, defend, indemnify and hold Landlord and its lendersofficers, employees, agents, directors, shareholders, and partners harmless against any loss, liability, damage, fine or other governmental penalty, cost, or expense (including reasonable attorneys’ fees and costs of litigation), or any claim therefor, resulting from:
(a) Tenant’s noncompliance with or violation of any law, ordinance, or other governmental regulation applicable to Tenant or its use and occupancy of the Building;
(b) any work or thing done by Tenant, or its agent, employee or contractor in respect of construction of, in, or to the Building or any part of the improvements now or hereafter constructed on the Property;
(c) any use, possession, occupation, operation, maintenance or management of the Building or any part thereof by Tenant or its agent, employee or contractor;
(d) any failure by Tenant, or its agent, employee or contractor, to, or to properly use, possess, occupy, operate, maintain or manage the Building or any part thereof;
(e) the use, generation, storage, treatment, or transportation, or the disposal or other release into the environment, of any Hazardous Material by Tenant or its employees, directorsagents, officersor contractors or as the result of Tenant’s use and occupancy of the Building; provided, managershowever, membersthat Tenant shall in no event be liable for or have any indemnification obligation for any pre-existing environmental conditions;
(f) any negligence on the part of Tenant or any of its agents, partners, affiliates, independent contractors, and servants, employees, licensees or invitees;
(g) except as related to or occurring during the initial construction of the Shell Building, any accident, injury or damage to any person or property managers occurring in, on, or about the Property or any part thereof; or
(collectivelyh) any failure on the part of Tenant to perform or comply with any of the covenants, “Landlord’s Agents” agreements, terms or “Agents”) conditions contained in this Lease on its part to be performed or complied with. Notwithstanding any term of this Lease to the contrary, nothing in this Section 24 or elsewhere in this Lease shall obligate or require Tenant to indemnify, defend or hold Landlord harmless from and against any and all claimslosses, demandsliabilities, liabilitydamages, loss costs, expenses, suits, judgments or damage, whether for claims arising from injury to or death of persons or damage to real or personal property, arising out of or in connection with the Premises, Tenant’s use of the Premises, any activity, work, or other thing done, permitted, or suffered by Tenant in or about the Buildings, or arising from any reason or cause whatsoever in connection with the use or occupancy of the Premises by any party during the Term of this Lease, except Lease or any extension or renewal thereof to the extent that the event giving rise to the claim, demand, liability, loss person or damage was property caused by the gross negligence or willful misconduct of Landlord or Landlord’s Agents. Tenant shall further indemnify, defend, and hold Landlord and Landlord’s Agents harmless against and from any and all claims arising from any breach or default in the performance of any obligation on Tenant’s part to be performed under the terms of this Lease, or arising from any act or negligence of Tenant or any officer, agent, employee, guest, or invitee of Tenant, and from and against all costs, attorneys’ fees, expenses, and liabilities incurred as a result of any such claim or any action or proceeding brought thereon. In any case, action, or proceeding brought against Landlord or Landlord’s Agents by reason of any such claim, Tenant, upon notice from Landlord, shall defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in, upon, or about the Premises from any cause arising prior to the later of the termination of this Lease or the date Tenant has performed all obligations under Section 10.1(d) and is no longer in possession of the Premises (except for such damage or injury caused by Landlord’s or Landlord’s Agents’ willful misconduct or gross negligence)negligence of Landlord or any of its agents, and Tenant hereby waives all claims in respect thereof against Landlord and Landlord’s Agents. Tenant’s obligation to indemnify under this paragraph shall include attorneys’ feesservants, investigation costs, and other reasonable costs, expenses, and liabilities incurred by Landlord and Landlord’s Agents. If the ability of Tenant to use the Premises employees or the Buildings is interrupted for any reason, Landlord and Landlord’s Agents shall not be liable to Tenant for any loss or damages occasioned by such loss of use, except to the extent such loss or damages is caused by Landlord’s or its Agents’ willful misconduct or gross negligencecontractors.
Appears in 1 contract
Samples: Lease Agreement (Emdeon Inc.)