Common use of Tenant’s Indemnification Clause in Contracts

Tenant’s Indemnification. To the extent not prohibited by law, Landlord, its partners, its managing agent, Landlord’s lessor, any mortgagee, the DOT and their respective officers, agents, servants and employees shall not be liable for any damage either to person or property or resulting from the loss of use thereof sustained by Tenant or by other persons due to the Building or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening of any accident or event in or about the Office Section, the Premises or the Building, or due to any act or neglect of any tenant or occupant of the Office Section, the Building or of any other person or entity. This provision shall apply particularly, but not exclusively, to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water, noise, vibration, fumes or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon loading docks, receiving and holding areas, or freight elevators of the Building shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions hereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord, Landlord’s lessor, any mortgagee and the DOT from and against all liability to third parties which arose (or which were claimed to have arisen) within or without the Premises during the Term of this Lease or out of acts or omissions of Tenant and its servants, agents, employees, contractors, suppliers, workers and invitees, except to the extent such liability arises from the negligence of Landlord, its property manager or its agents. The foregoing indemnity shall survive the expiration or earlier termination of this Lease.

Tenant’s Indemnification. To Tenant shall be liable for, and shall indemnify, defend, protect and hold Landlord and the extent not prohibited by law, Landlord, its partners, its managing agent, Landlord’s lessorLandlord Parties harmless from and against, any mortgageeand all claims, the DOT damages, judgments, suits, causes of action, losses, liabilities and their respective officersexpenses, agentsincluding, servants without limitation, attorneys’ fees and employees shall not be liable for any damage either to person or property court costs (collectively, “Indemnified Claims”), arising or resulting from (a) any occurrence in the loss Premises following the date Landlord delivers possession of use thereof sustained by Tenant or by other persons due to the Building all or any part thereof or any appurtenances thereof becoming out portion of repair, or due to the happening of any accident or event in or about the Office Section, the Premises or the Building, or due to any act or neglect of any tenant or occupant of the Office Section, the Building or of any other person or entity. This provision shall apply particularly, but not exclusively, to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water, noise, vibration, fumes or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon loading docks, receiving and holding areas, or freight elevators of the Building shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions hereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord, Landlord’s lessor, any mortgagee and the DOT from and against all liability to third parties which arose (or which were claimed to have arisen) within or without the Premises during the Term of this Lease or out of acts or omissions of Tenant and its servants, agents, employees, contractors, suppliers, workers and inviteesTenant, except to the extent such liability arises from caused by the gross negligence or willful misconduct of Landlord or Landlord’s agents, its property manager contractors or its agentsemployees, (b) any act or omission of Tenant or any of Tenant’s Parties; (c) the use of the Premises, the Building and the Property and conduct of Tenant’s business by Tenant or any of Tenant’s Parties, or any other activity, work or thing done, permitted or suffered by Tenant or any of Tenant’s Parties, in or about the Premises, the Building or elsewhere on the Property; and/or (d) any default by Tenant as to any obligations on Tenant’s part to be performed under the terms of this Lease or the terms of any contract or agreement to which Tenant is a party or by which it is bound, affecting this Lease or the Premises. The foregoing indemnity indemnification shall include, but not be limited to, any injury to, or death of, any person, or any loss of, or damage to, any property on the Premises, or on adjoining sidewalks, streets or ways, or connected with the use, condition or occupancy thereof, whether or not Landlord or any Landlord Parties has or should have knowledge or notice of the defect or conditions causing or contributing to such injury, death, loss or damage. In case any action or proceeding is brought against Landlord or any Landlord Parties by reason of any such Indemnified Claims, Tenant, upon notice from Landlord, shall defend the same at Tenant’s expense by counsel approved in writing by Landlord, which approval shall not be unreasonably withheld. Tenant’s indemnification obligations under this Section 16.2 and elsewhere in this Lease shall survive the expiration or earlier termination of this Lease. Tenant’s covenants, agreements and indemnification in Section 16.1 and this Section 16.2 are not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to the provisions of this Lease.

Tenant’s Indemnification. To the extent not prohibited by law21.1 Tenant shall indemnify, defend and hold harmless Landlord, Landlord's asset manager, its Landlord's subasset manager, Landlord's partners, its managing agentany subsidiary or affiliate of Landlord and the officers, Landlord’s lessordirectors, shareholders, partners, employees, managers, independent contractors, attorneys and agents of any mortgageeof the foregoing (collectively, the DOT "lndemnitees") from and their respective officersagainst any and all claims, agentsdemands, servants causes of action, judgments, costs and employees shall not be liable for any damage either to person expenses, and all losses and damages (including consequential and punitive damages) arising from Tenant's use of the Demised Premises or property or resulting from the loss conduct of use thereof sustained its business or from any activity, work, or other acts or things done, permitted or suffered by Tenant or by other persons due to the Building or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening of any accident or event in or about the Office Section, the Premises or the Building, or due to any act or neglect of any tenant or occupant of the Office Section, the Building or of any other person or entity. This provision shall apply particularly, but not exclusively, to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water, noise, vibration, fumes or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures and windowsDemised Premises, and shall apply without distinction as to further indemnify, defend and hold harmless the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon loading docks, receiving and holding areas, or freight elevators of the Building shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions hereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord, Landlord’s lessor, any mortgagee and the DOT Indemnitees from and against any and all liability claims arising from any breach or default in the performance of any obligation on Tenant's part to third parties which arose (or which were claimed to have arisen) within or without be performed under the Premises during the Term terms of this Lease lease, or arising from any act, omission or negligence or willful or criminal misconduct of Tenant, or any officer, agent, employee, independent contractor, guest, or invitee thereof, and from all costs, attorneys' fees and disbursements, and liabilities incurred in the defense of any such claim or any action or proceeding which may be brought against, out of acts or omissions in any way related to this lease, except, in each Instance, to the extent caused by the gross negligence or willful misconduct of Landlord. Upon notice from Landlord, Tenant and shall defend any such claim, demand, cause of action or suit at Tenant's expertise by counsel satisfactory to Landlord in its servantssole discretion. As a material part of the consideration to Landlord for this lease, agentsTenant hereby assumes all risk of damage to property or injury to persons in, employees, contractors, suppliers, workers and inviteesupon or about the Demised Premises from any cause, except to the extent such liability arises from caused by the gross negligence or willful misconduct of Landlord, its property manager and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall give immediate notice to Landlord in case of casualty or its agentsaccidents in the Demised Premises. The foregoing indemnity provisions of this Article 21 shall survive the expiration or earlier sooner termination of this Leaselease.

Tenant’s Indemnification. To the extent not prohibited by law, Tenant waives all claims against Landlord, its partners, its managing agentSecurity Holders (defined in Section 17), Landlord’s lessormanaging agent(s), any mortgageetheir (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the DOT and their respective officers“Landlord Parties”) for the following, agentsincluding if caused by any active or passive act, servants and employees shall not omission or neglect of any Landlord Party or by any act or omission for which liability without fault or strict liability may be liable for imposed: (i) any damage either to person or property (or resulting from the loss of use thereof sustained by Tenant or by other persons due to the Building or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening of any accident or event in or about the Office Section, the Premises or the Building, or due to any act or neglect of any tenant or occupant of the Office Section, the Building or of any other person or entity. This provision shall apply particularly, but not exclusively, to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water, noise, vibration, fumes or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon loading docks, receiving and holding areas, or freight elevators of the Building shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions hereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord, Landlord’s lessor, any mortgagee and the DOT from and against all liability to third parties which arose (or which were claimed to have arisen) within or without the Premises during the Term of this Lease or out of acts or omissions of Tenant and its servants, agents, employees, contractors, suppliers, workers and invitees), except to the extent such damage is caused by the negligence or willful misconduct of any Landlord Party and not covered by (i.e., exceeding the coverage limits) the insurance required to be carried by Tenant hereunder or to the extent such limitation on liability is prohibited by law, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any cause in, on or about the Premises, (b) occupancy of the Premises by, or any negligence or willful misconduct of, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (including Tenant, the “Tenant Parties”), or (c) any breach by Tenant of any representation, covenant or other term contained herein, except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. The foregoing indemnification shall apply regardless of any active or passive negligence of the Landlord Parties and regardless of whether liability without fault or strict liability may be imposed upon the Landlord Parties; provided, however, that, with respect to any Landlord Party, Tenant’s obligations under this Section shall be inapplicable (i) to the extent such Claims arise from the negligence or willful misconduct of Landlordsuch Landlord Party and are not covered by (i.e., its property manager exceeding the coverage limits) the insurance required to be carried by Tenant hereunder or its agents. The foregoing indemnity shall survive (ii) to the expiration or earlier termination of this Leaseextent such obligations are prohibited by applicable Laws.

Tenant’s Indemnification. To From and after execution of this Lease, Xxxxxx assumes all risks of its own operations, and those of its agents, independent contractors, and any licensees, including the extent not prohibited by lawAtascadero BMX Association. Tenant and its agents, independent contractors, and any licensees, including the Atascadero BMX Association, shall indemnify, defend and hold Landlord, its partnersemployees, its managing agentdirectors, Landlord’s lessorofficers and agents harmless from and against, any mortgageeand all demands, claims, causes of action, fines, penalties, damages (including consequential damages), liabilities, judgments, and expenses (including, without limitation, reasonable attorneys' fees and expert witness fees) which arise out of or relate to: (1) the DOT and their respective officers, agents, servants and employees shall not be liable for any damage either to person use or property occupancy or resulting from the loss manner of use thereof sustained or occupancy of the Land by Tenant or by other persons due to the Building or any part thereof or person claiming under Tenant; (2) any appurtenances thereof becoming out of repairactivity, work, or due to the happening of any accident thing done or event permitted by Tenant in or about the Office SectionLand; (3) any breach by Tenant or its employees, the Premises agents, contractors or the Buildinginvitees of this Lease; and (4) any injury, or due to any act or neglect of any tenant or occupant of the Office Section, the Building or of any other person or entity. This provision shall apply particularly, but not exclusively, to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water, noise, vibration, fumes or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon loading docks, receiving and holding areas, or freight elevators of the Building shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto to the person, property or theft thereof. Without limitation business of any other provisions hereofTenant, Tenant agrees to defend, protect, indemnify and save harmless Landlord, Landlord’s lessor, any mortgagee and the DOT from and against all liability to third parties which arose (or which were claimed to have arisen) within or without the Premises during the Term of this Lease or out of acts or omissions of Tenant and its servantsemployees, agents, or contractors or any invitees entering upon the Land under the express or implied invitation of Tenant. If any action or proceeding is brought against Landlord or its employees, contractorsdirectors, suppliers, workers and invitees, except to the extent officers or agents by reason of any such liability arises from the negligence of claim for which Xxxxxx has indemnified Landlord, its property manager or its agentsTenant, upon written notice from Landlord, will defend the same at Tenant's expense with counsel reasonably satisfactory to Landlord. The foregoing indemnity Tenant's obligations under this Section shall survive the expiration or earlier other termination of this Lease. The Tenant shall have each of its agents, independent contractors, and any licensees, including the Atascadero BMX Association sign an agreement in favor of Landlord that obligates each of Tenant’s agents, independent contractors, and any licensees, including the Atascadero BMX Association, to indemnify Landowner in accordance with the terms of this Lease Agreement and promptly provide Landlord with copies of such agreements.

Tenant’s Indemnification. To the extent not prohibited by law, Landlord, its partners, its managing agent, Landlord’s lessor, any mortgagee, the DOT and their respective officers, agents, servants and employees shall not be liable for any damage either Subject to person or property or resulting from the loss of use thereof sustained by Tenant or by other persons due to the Building or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening of any accident or event in or about the Office Section, the Premises or the Building, or due to any act or neglect of any tenant or occupant of the Office Section, the Building or of any other person or entity. This provision shall apply particularly, but not exclusively, to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water, noise, vibration, fumes or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon loading docks, receiving and holding areas, or freight elevators of the Building shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions Section 10.08 hereof, Tenant agrees to defend, protect, indemnify indemnify, hold harmless and save harmless defend Landlord, Landlord’s lessorany Mortgagee to which (as defined in Section 16.01), any mortgagee and the DOT from and against all liability to third parties which arose (or which were claimed to have arisen) within or without the Premises during the Term each of this Lease or out of acts or omissions of Tenant and its servantstheir respective partners, shareholders, members, managers, directors, officers, agents, employees, contractors, suppliersclients and invitees (collectively "Landlord's Parties") from and against any and all claims, workers actions, causes of action, judgments, fines, penalties, losses, damages (including Environmental Damages), liabilities and inviteesactual attorney's and consultant's fees and legal and other costs and expenses, including but not limited to damages for bodily injury, death and property damage to the extent caused by or related to any of the following, except to the extent such liability arises Landlord is actually compensated therefore pursuant to any policy of insurance it carries: (a) the use and occupancy of the Premises or construction thereon by Tenant or the acts or omissions of any Tenant's Parties, (b) any mechanic's lien, payment claim, suit, or other proceeding arising or related to construction or operations on the Premises by Tenant or any Tenant's Parties, (c) the Handling, presence, release, spill, leakage or migration of any Hazardous Materials in violation hereof, or any other violation of Section 6.03 hereof, or (d) any other matter occurring on or with respect to the Premises during the Lease Term, unless arising from the gross negligence or willful misconduct of any of Landlord's Parties. Nothing herein shall be interpreted or used to in any way affect, its property manager limit, reduce or its agentsabrogate any insurance coverage provided by any insurers to either Tenant or Landlord. The foregoing Notwithstanding anything to the contrary contained in this Lease, nothing herein shall be construed to infer or imply that Tenant is a partner, joint venturer, agent, employee, or otherwise acting by or at the direction of Landlord. Tenant's indemnity obligations under this Article X shall survive the expiration or earlier termination of this Leasethe Lease with respect to matters arising during the Term of the Lease or otherwise during Tenant's occupancy of the Premises.

Tenant’s Indemnification. To Except as otherwise provided in this Section 17.1 and in Section 17.2 and subject to the extent not prohibited by lawwaivers set forth in Section 15.5, Tenant will neither hold nor attempt to hold Landlord, its partnersaffiliates, their respective Agents or Mortgagee liable for, and Tenant will indemnify, hold harmless and defend (with counsel reasonably acceptable to Landlord) Landlord, its managing agentaffiliates, Landlord’s lessortheir respective Agents and Mortgagee, from and against, any mortgagee, and all Claims to the DOT and their respective officers, agents, servants and employees shall not be liable for any damage either to person extent incurred in connection with or property arising from (i) the use or resulting from the loss occupancy or manner of use thereof sustained or occupancy of the Premises, or the use of Common Areas, by Tenant or its Agents; (ii) any activity, work or thing done, permitted or suffered by other persons due to the Building Tenant or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening of any accident or event its Agents in or about the Office SectionPremises or done by Tenant or its Agents in or about the Project; (iii) any acts, omissions or negligence of Tenant or its Agents in or about the Premises or the BuildingProject; (iv) any breach, violation or nonperformance by Tenant, or due to any act or neglect violation by Tenant’s Agents, of any tenant term, covenant or occupant of the Office Section, the Building or of any other person or entity. This provision shall apply particularly, but not exclusively, to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water, noise, vibration, fumes or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon loading docks, receiving and holding areas, or freight elevators of the Building shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions hereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord, Landlord’s lessor, any mortgagee and the DOT from and against all liability to third parties which arose (or which were claimed to have arisen) within or without the Premises during the Term of this Lease or out any law, ordinance or governmental requirement of acts any kind; and (v) any injury or omissions damage to the person, property or business of Tenant or its Agents, including, without limitation, to vehicles (or the contents thereof) of Tenant or Tenant’s Agent’s that are parked in the Parking Facilities, whether incurred in connection with the removal of any vehicles of Tenant or its Agents that are parked in violation of this Lease, the Rules and its servantsRegulations or otherwise. Notwithstanding the foregoing, agents, employees, contractors, suppliers, workers Tenant’s indemnities and invitees, except hold harmless agreements set forth in this Section 17.1 shall not apply to the extent such liability arises from that the Claim is caused by the negligence or willful misconduct of Landlord or Landlord, its property manager or its agents. The foregoing indemnity shall survive the expiration or earlier termination of this Lease’s Agents.

Tenant’s Indemnification. To the extent not prohibited by lawTenant does hereby agree to indemnify, defend and hold harmless Landlord, its partnersand any employee or agent of Landlord from all losses, claims, damages, injuries, liabilities, litigation and other expenses (including reasonable attorneys fees and other disbursements and costs) which may arise or be claimed against Landlord and be in favor of any persons or other entities for (i) any injuries or occupancy of the Premises by Tenant (ii) any acts, omissions, negligence or fault of Tenant, its managing agent, Landlord’s lessor, any mortgagee, the DOT and their respective officers, agents, servants and employees contractors, employees, licensees, visitors, customers, patrons or invitees (iii) Tenant's failure to comply with any laws, statues, ordinances, codes or regulations (including without limitation laws relating to the use, storage and/or disposal of chemicals), or (iv) any default by Tenant in the observance or performance of any obligations set forth in the Lease. Landlord shall not be liable to Tenant for any damage either damages, losses or injuries to person the persons or property of Tenant, except to the extent attributable to conduct or resulting from actions of the loss of use thereof sustained by Landlord or its agents. In the event that Landlord shall be made a party to any litigation commenced against Tenant or by other persons due to the Building otherwise regarding Tenant's use or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening of any accident or event in or about the Office Section, the Premises or the Building, or due to any act or neglect of any tenant or occupant occupancy of the Office SectionPremises, the Building or of any other person or entity. This provision Tenant shall apply particularlyindemnify, but not exclusively, to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water, noise, vibration, fumes or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures protect and windows, hold Landlord harmless and shall apply without distinction as to the person whose act pay all costs, expenses and attorney's fees, disbursements and costs incurred or neglect was responsible for the damage paid by Landlord in connection with such litigation and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kindappeal thereof. Tenant further agrees that all personal property upon the Premisesof Tenant and/or its employees, servants, agents or upon loading docks, receiving and holding areas, or freight elevators of the Building licensees shall be at the risk sole responsibility of Tenant only, and that Landlord shall not be liable for any loss theft or damage thereto of or theft thereof. Without limitation of to any other provisions hereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord, Landlord’s lessor, any mortgagee and the DOT from and against all liability to third parties which arose (or which were claimed to have arisen) within or without the Premises during the Term of this Lease or out of acts or omissions of Tenant and its servants, agents, employees, contractors, suppliers, workers and inviteessuch personal property, except to the extent such liability arises from attributable to conduct or actions of the negligence of Landlord, its property manager Landlord or its agents. Tenant shall not rely on Landlord nor hold Landlord responsible for the provision of security or maintenance of insurance of any kind. The foregoing indemnity provisions of this Paragraph shall survive the expiration or earlier termination of this Lease.

Tenant’s Indemnification. To the extent not prohibited by law, Landlord, Tenant shall indemnify and hold harmless Landlord and all of its partners, its managing agent, Landlord’s lessor, any mortgagee, the DOT and their respective members, partners, directors, officers, agents, servants agents and employees shall not be liable for from any damage either to person and all liability, loss, cost or property or expense arising from all third-party claims resulting from or in connection with: 40.1.1 the loss conduct or management of use thereof sustained by Tenant the Premises or by other persons due to the Building of any business therein, or any part thereof work or thing whatsoever done, or any appurtenances thereof becoming out of repair, or due to the happening of any accident or event condition created in or about the Office Section, the Premises or the Building, or due to any act or neglect of any tenant or occupant of the Office Section, the Building or of any other person or entity. This provision shall apply particularly, but not exclusively, to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water, noise, vibration, fumes or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon loading docks, receiving and holding areas, or freight elevators of the Building shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions hereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord, Landlord’s lessor, any mortgagee and the DOT from and against all liability to third parties which arose (or which were claimed to have arisen) within or without the Premises during the Term of this Lease or out during the period of time, if any, prior to the Commencement Date that Tenant may have been given access to the Premises if a result of acts covered by Section 40.1.2 below; 40.1.2 any act, omission or omissions negligence of Tenant and or any of its servantssubtenants or licensees or its or their partners, directors, officers, agents, employees, invitees or contractors; 40.1.3 any accident, suppliersinjury or damage whatever occurring in, workers at or upon the Premises other than those items covered under Xxxxxxxx's indemnity as described in Section 40.2; 40.1.4 any breach or default by Tenant in the full and inviteesprompt payment and performance of Tenant's obligations under this Lease together with all costs and expenses reasonably incurred or paid in connection with each such claim or action or proceeding brought thereon, except including, without limitation, all reasonable attorney's fees and expenses. In case any action or proceeding is brought against Landlord and/or any of its and their respective partners, directors, officers, agents or employees and such claim is a claim from which Tenant is obligated to the extent indemnify Landlord pursuant to this Section, Tenant, upon written notice from Landlord shall resist and defend such liability arises from the negligence of action or proceeding (by counsel reasonably satisfactory to Landlord, its property manager or its agents). The foregoing indemnity obligations of Tenant under this Section shall survive the expiration or earlier termination of this Lease.. 40.2

Tenant’s Indemnification. To the extent not prohibited by law(A) Tenant shall indemnify, Landlorddefend and hold harmless Landlord and its officers, its partnersdirectors, its managing agentemployees, Landlord’s lessor, any mortgageeattorneys and agents (collectively, the DOT “Indemnitees”) from and their respective officersagainst any and all claims, agentsdemands, servants causes of action, judgments, costs and employees shall not be liable for any damage either to person expenses, and all losses and damages arising from Tenant’s use of the Premises or property or resulting from the loss conduct of use thereof sustained its business or from any activity, work, or other acts or things done, permitted or suffered by Tenant or by other persons due to the Building or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening of any accident or event in or about the Office Section, the Premises or the Building, or due to any act or neglect of any tenant or occupant of the Office Section, the Building or of any other person or entity. This provision shall apply particularly, but not exclusively, to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water, noise, vibration, fumes or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures and windowsPremises, and shall apply without distinction as to further indemnify, defend and hold harmless the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon loading docks, receiving and holding areas, or freight elevators of the Building shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions hereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord, Landlord’s lessor, any mortgagee and the DOT Indemnitees from and against any and all liability claims arising from any breach or default in the performance of any obligation on Tenant’s part to third parties be performed under the terms of this Lease, or arising from any act, omission or negligence or willful or criminal misconduct of Tenant, or any officer, agent, employee, independent contractor, guest, or invitee thereof, and from all costs, reasonable attorneys’ fees and disbursements, and liabilities incurred in the defense of any such claim or any action or proceeding which arose (may be brought against, out of or which were claimed in any way related to have arisen) within this Lease. Upon notice from Landlord, Tenant shall defend any such claim, demand, cause of action or without suit at Tenant’s expense by counsel reasonably satisfactory to Landlord, it being acknowledged that counsel designated by Tenant’s insurance carrier shall be deemed satisfactory to Landlord. As a material part of the consideration to Landlord for this Lease, Tenant hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises during the Term of this Lease or out of acts or omissions of from any cause, and Tenant and its servants, agents, employees, contractors, suppliers, workers and invitees, hereby waives all claims with respect thereto against Landlord except to the extent such liability arises from caused by the gross negligence or willful misconduct of Landlord, its property manager . Tenant shall give immediate notice to Landlord in case of casualty or its agentsaccidents in the Premises. The foregoing indemnity provisions of this subsection (A) shall survive the expiration or earlier sooner termination of this Lease.

Tenant’s Indemnification. To Subject to Section 15.05, to the extent not expressly prohibited by lawapplicable Legal Requirements and except to the extent caused by the negligence or willful misconduct of Landlord or any Mortgagees, any Ground Lessors, and the Board of Managers and each of their respective beneficiaries, mortgagees, stockholders, agents (including, without limitation, management agents), partners, officers, servants and employees, and their respective agents, partners, officers, servants and employees (collectively, the “Landlord Indemnified Parties”), Tenant shall indemnify, defend and hold harmless Landlord and the other Landlord Indemnified Parties from and against any and all claims by any person other than any of the Landlord Indemnified Parties arising from or in connection with (a) the conduct or management of the Premises or of any business therein, or any work or thing whatsoever done, or any condition created (other than by Landlord, its agents, or employees) in or about the Premises during the term of this Lease or during the period of time, if any, prior to the commencement of the term of this Lease that Tenant shall have been given access to the Premises (and shall have actually accessed the Premises); (b) any negligent act or omission (where there is a duty to act) of Tenant or any of its subtenants or licensees or its or their members, partners, its managing agentdirectors, Landlord’s lessorprincipals, any mortgageeshareholders, the DOT and their respective officers, agents, servants and employees shall not be liable for or contractors; (c) any damage either to person or property or resulting from the loss of use thereof sustained by Tenant or by other persons due to the Building or any part thereof or any appurtenances thereof becoming out of repairaccident, or due to the happening of any accident or event in or about the Office Section, the Premises or the Building, or due to any act or neglect of any tenant or occupant of the Office Section, the Building or of any other person or entity. This provision shall apply particularly, but not exclusively, to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water, noise, vibration, fumes or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon loading docks, receiving and holding areas, or freight elevators of the Building shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss injury or damage thereto or theft thereof. Without limitation of any other provisions hereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord, Landlord’s lessor, any mortgagee and the DOT from and against all liability to third parties which arose whatever (or which were claimed to have arisen) within or without the Premises during the Term of this Lease or out of acts or omissions of Tenant and its servants, agents, employees, contractors, suppliers, workers and invitees, except to the extent such liability arises from caused by Landlord’s negligence or the negligence of any of the Landlord Indemnified Parties) occurring in, at or upon the Premises; and (d) any breach or default by Tenant of Tenant’s obligations under this Lease beyond any applicable periods of notice and cure; together with all reasonable costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and expenses. Landlord may, at its option, repair such damage or replace such loss, and Tenant shall within thirty (30) days after demand by Landlord reimburse Landlord for all costs of such repairs, replacement and damages in excess of amounts, if any, paid to Landlord under insurance covering such damages. In the event any action or proceeding is brought against Landlord or any of the other Landlord Indemnified Parties by reason of any such claims, then, upon notice from Landlord, its property manager Tenant covenants to defend such action or its agents. The foregoing indemnity proceeding by counsel reasonably satisfactory to Landlord (it being understood and agreed that counsel designated by Tenant’s insurer shall survive the expiration or earlier termination of this Leasebe deemed to be reasonably satisfactory).

Tenant’s Indemnification. To (A) Tenant shall indemnify, protect, defend and hold harmless Landlord and its officers, directors, employees, shareholders, attorneys and agents (collectively, the "Indemnitees") from and against any and all claims, demands, causes of action, judgments, costs, expenses, and all losses and damages (including consequential damages but only to the extent not prohibited by lawpermitted pursuant to Section 4.14 below) (collectively, Landlord"Claims") arising from or in connection with any cause in, on or about the Premises, any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or any acts or omissions of Tenant or any person claiming by, through or under Tenant its partners, its managing agent, Landlord’s lessor, any mortgagee, the DOT and their respective officers, agents, servants servants, employees and employees shall not be liable for any damage either to person or property or resulting from independent contractors (collectively, the loss of use thereof sustained by "Tenant or by other persons due to the Building or any part thereof or any appurtenances thereof becoming out of repairParties"), or due to the happening of any accident or event in on or about the Office SectionProject, the Premises or the Buildingeither prior to, during, or due to any act or neglect after the expiration of the Term, and from all costs, attorneys' fees and disbursements, and liabilities incurred in the defense of any tenant such claim or occupant of the Office Sectionany action or proceeding which may be brought against, the Building or of any other person or entity. This provision shall apply particularly, but not exclusively, to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water, noise, vibration, fumes or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon loading docks, receiving and holding areas, or freight elevators of the Building shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions hereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord, Landlord’s lessor, any mortgagee and the DOT from and against all liability to third parties which arose (or which were claimed to have arisen) within or without the Premises during the Term of this Lease or out of acts or omissions of Tenant and its servants, agents, employees, contractors, suppliers, workers and inviteesin any way related to this Lease, except to the extent caused by the negligence or willful or criminal misconduct of any Indemnitee. Upon notice from Landlord, Tenant shall defend any such liability arises Claim at Tenant's expense by counsel reasonably satisfactory to Landlord. As a material part of the consideration to Landlord for this Lease and because Tenant is required to insure all of its Tenant Improvements and its furniture, fixtures and equipment and because of the requirement to provide waivers of subrogation, Tenant hereby assumes all risk of damage to property in, upon or about the Premises from any cause whatsoever, including if attributable in whole or in part to the act, omission or active or passive negligence of Landlord. Tenant hereby assumes all risk of injury to persons in, its property manager upon or its agentsabout the Premises from any cause whatsoever, except only to the extent caused by the negligence or willful or criminal conduct of Landlord, and Tenant hereby waives all Claims with respect to the matters covered in the two preceding sentences against Landlord. The foregoing indemnity Tenant shall survive the expiration give immediate notice to Landlord in case of casualty or earlier termination of this Lease.accidents in the

Tenant’s Indemnification. To Except to the extent not prohibited caused by law, the gross negligence or willful misconduct of Landlord, Tenant hereby agrees to indemnify, defend, and hold harmless Landlord and the Landlord Group (as such term is defined in the Basic Lease Information) from and against (and to reimburse Landlord and the Landlord Group for) any and all claims, actions, suits, proceedings, losses, damages, obligations, liabilities, penalties, fines, costs and expenses (including, without limitation, attorneys’ fees, legal costs, and other costs and expenses of defending against any claims, actions, suits, or proceedings) (collectively, “Claims”) arising from, in connection with, or in any manner relating to (or alleged to arise from, to be in connection with, or to be in any manner related to): (i) the use or occupancy of the Tenant Space or any portion of the Building or the Property by Tenant or any person claiming by, through or under Tenant or any other Tenant Party (not arising from the gross negligence or willful misconduct of Landlord or its partners, its managing agent, Landlord’s lessor, any mortgagee, the DOT and their respective officersemployees, agents, servants and employees shall not be liable for any damage either to person contractors or property invitees), or resulting from (ii) the loss negligence or willful omissions of use thereof sustained by Tenant or by other persons due any Tenant Parties with respect to the Building or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening of any accident or event in or about the Office Section, the Premises or the Building, or due to any act or neglect of any tenant or occupant of the Office SectionTenant Space, the Building or the Property; provided, however, Tenant’s indemnification, defense and hold harmless obligations under this Section shall not extend to Claims covered by Landlord’s indemnity of Tenant in Section 14.2.2, below. In the event that any action or proceeding is brought against Landlord or any member of the Landlord Group by reason of any other person or entity. This provision shall apply particularlysuch Claim, but not exclusivelyTenant, to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water, noise, vibration, fumes or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon loading docks, receiving and holding areas, or freight elevators of the Building shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions hereof, Tenant agrees to defend, protect, indemnify and save harmless timely notice from Landlord, shall defend such action or proceeding at Tenant’s cost and expense by counsel reasonably approved by Landlord. Tenant’s lessor, any mortgagee and the DOT from and against all liability to third parties which arose (or which were claimed to have arisen) within or without the Premises during the Term of obligations under this Lease or out of acts or omissions of Tenant and its servants, agents, employees, contractors, suppliers, workers and invitees, except to the extent such liability arises from the negligence of Landlord, its property manager or its agents. The foregoing indemnity Section 14.2 shall survive the expiration or earlier termination of this Lease as to any matters arising prior to such expiration or termination or prior to Tenant’s vacation of the Tenant Space and the Building. Notwithstanding any provision to the contrary contained in this Section 14.2, nothing contained in this Section 14.2 shall be interpreted or used in any way to affect, limit, reduce or abrogate any insurance coverage provided by any insurer to either Tenant or Landlord. This indemnity provision shall survive the termination or expiration of this Lease.