Common use of Waiver and Release and Indemnity Clause in Contracts

Waiver and Release and Indemnity. Licensee intends to use the Fitness Center for the Use and in consideration thereof, Licensee hereby RELEASES, ACQUITS AND FOREVER DISCHARGES, and WAIVES any and all past, present and future claims, losses, costs (including, but not limited to, costs of defense or settlement, attorneys’ fees and court costs), expenses, liabilities, demands or causes of action (collectively referred to as the “Claims”), from and against Licensor, Hines and their respective partners, members, managers, officers, directors, shareholders, subsidiaries, representatives, affiliates, employees, staff, agents and all others acting on behalf of Licensor or Hines (collectively referred to as the “Indemnified Parties”) that arise out of, result from, are in connection with, or that relate to Licensee’s entry into and Use of the Fitness Center, and Licensee covenants and agrees not to xxx any of the Indemnified Parties for such Claims or any Harm in connection therewith. The releases, waivers and indemnities contained in this Agreement expressly shall apply regardless of whether the Claims to be released, waived or indemnified against or Harm in connection therewith arise, or are alleged to arise, from the NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), GROSS NEGLIGENCE, NEGLIGENCE PER SE, AND/OR STRICT LIABILITY OF ANY OF THE INDEMNIFIED PARTIES. LICENSEE SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL CLAIMS ARISING OUT OF, RESULTING FROM, RELATING TO OR IN CONNECTION WITH ANY CLAIMS OF ANY PERSON OR PERSONS ARISING OUT, RELATED TO, IN CONNECTION WITH OR IN ANY WAY RESULTING FROM OR CAUSED IN ANY WAY BY (I) LICENSEE’S ENTRY INTO AND USE OF THE FITNESS CENTER, (II) ANY ACT, OMISSION, OR NEGLIGENCE OF LICENSEE OR THE INDEMNIFIED PARTIES, (III) ANY AND ALL ACCIDENTS WITHIN, OR AMAGE TO THE PROPERTY OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, LICENSEE) LOCATED IN, ON OR ABOUT THE FITNESS CENTER, AND (IV) HARM IN, ON OR ABOUT THE FITNESS CENTER. THE INDEMNIFIED PARTIES SHALL NOT BE LIABLE TO LICENSEE, LICENSEE’S HEIRS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS FOR ANY HARM ARISING OUT OF, IN CONNECTION, RESULTING FROM WITH OR RELATED TO LICENSEE’S USE OF THE FITNESS CENTER. Without in any way limiting the foregoing provisions, Licensee agrees that the liability of Licensor for any Claim or Harm for which Licensor is held responsible to Licensee shall be limited to Licensor’s interest in the Building. This Section shall survive the expiration or termination of this Agreement.

Waiver and Release and Indemnity. Licensee intends to use the Fitness Center for the Use use and in consideration thereof, Licensee hereby RELEASESLicense herby releases, ACQUITS AND FOREVER DISCHARGES, acquits and WAIVES forever discharges and waives any and all past, present and future claims, losses, costs (including, but not limited to, costs of defense or settlement, attorneys’ attorneys fees and court costs), expenses, expenses liabilities, demands or causes of action (collectively referred to as the “Claims”), from and against Licensorlicensor, Hines and their respective partners, members, managers, officersowner, directors, shareholders, subsidiaries, representatives, affiliates, employees, staff, agents and all others acting on behalf of Licensor or Hines licensor of owner (collectively referred to as the “Indemnified Parties”indemnified parties) that arise out of, result from, are in connection with, or that relate to Licensee’s entry into and Use use of the Fitness Center, Center and Licensee covenants and agrees not to xxx any of the Indemnified Parties indemnified parties for such Claims claims or any Harm in harm inn connection therewith. The releases, waivers and indemnities contained in this Agreement the agreement expressly shall apply regardless of whether the Claims claims to be released, waived or indemnified indemnifies against or Harm harm in connection in therewith arise, or are alleged to arise, from the NEGLIGENCE negligence (WHETHER SOLEwhether sole, JOINT OR CONCURRENTjoint or concurrent), GROSS NEGLIGENCEgross negligence, NEGLIGENCE PER SEnegligence per se and or strict liability of any of the indemnifies parties. Licensee shall indemnify, AND/OR STRICT LIABILITY OF ANY OF THE INDEMNIFIED PARTIES. LICENSEE SHALL INDEMNIFYdefend and hold harmless the indemnifiers parties from and against any and all claims arising out of, DEFEND AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL CLAIMS ARISING OUT OFresulting from, RESULTING FROMrelating to or in connection with any claims of any person or persons arising out, RELATING TO OR IN CONNECTION WITH ANY CLAIMS OF ANY PERSON OR PERSONS ARISING OUTrelated to, RELATED TO, IN CONNECTION WITH OR IN ANY WAY RESULTING FROM OR CAUSED IN ANY WAY BY (I) LICENSEE’S ENTRY INTO AND USE OF THE FITNESS CENTER, (II) ANY ACT, OMISSION, OR NEGLIGENCE OF LICENSEE OR THE INDEMNIFIED PARTIES, (III) ANY AND ALL ACCIDENTS WITHIN, OR AMAGE TO THE PROPERTY OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, LICENSEE) LOCATED IN, ON OR ABOUT THE FITNESS CENTER, AND (IV) HARM IN, ON OR ABOUT THE FITNESS CENTER. THE INDEMNIFIED PARTIES SHALL NOT BE LIABLE TO LICENSEE, LICENSEE’S HEIRS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS FOR ANY HARM ARISING OUT OF, IN CONNECTION, RESULTING FROM WITH OR RELATED TO LICENSEE’S USE OF THE FITNESS CENTER. Without in connection with or in any way limiting resulting from or caused in any way by 1. Licensee’s entry into and use of the foregoing provisionsFitness Center 2. Any act, omission, or negligence of Licensee agrees that or the liability indemnifies parties, 3. Any and all accidents within, or damage to the property of Licensor any person (including, without limitation, Licensee) located in , or about the Fitness Center and 4. Harm in, on or about the Fitness Center. The indemnifiers parties shall not be liable to Licensee, Licensee’s heirs, representatives, successors and assigns for any Claim harm arising out of, in connection, resulting from with or Harm for which Licensor is held responsible related to Licensee shall be limited to LicensorLicensee’s interest in use of the BuildingFitness Center. This Section shall survive the expiration or termination of this Agreement. Compliance with all Applicable Laws. Licensee, at its sole cost and expense, shall always during the Term hereof comply with all applicable laws, ordinances, rules, regulations and requirements of any governmental authority having jurisdiction over Licensee's entry into and Use of the Fitness Center. Licensee, at its sole cost and expense, shall comply in all respects with the rules and regulations for its use of the Fitness Center established by Licensor from time to time. Licensor, at its sole and exclusive discretion, shall establish the hours of operation of the Fitness Center.

Waiver and Release and Indemnity. Licensee intends to use the Fitness Center for the Use and in consideration thereof, Licensee hereby RELEASES, ACQUITS AND FOREVER DISCHARGES, and WAIVES any and all past, present and future claims, losses, costs (including, but not limited to, costs of defense or settlement, attorneys’ fees and court costs), expenses, liabilities, demands or causes of action (collectively referred to as the “Claims”), from and against Licensor, Hines Xxxxx Interests Limited Partnership (“Hines”) and their respective partners, members, managers, officers, directors, shareholders, subsidiaries, representatives, affiliates, employees, staff, agents and all others acting on behalf of Licensor or Hines (collectively referred to as the “Indemnified Parties”) or SCD Memorial Lakes I, LLC, Skanska Inc., Skanska USA Commercial Development, Inc. and their respective directors, officers, employees and affiliates, their successors and assigns, and all subsidiaries and affiliated companies on a primary and non-contributory basis that arise out of, result from, are in connection with, or that relate to Licensee’s entry into and Use of the Fitness Center, and Licensee covenants and agrees not to xxx any of the Indemnified Parties for such Claims or any Harm in connection therewith. The releases, waivers and indemnities contained in this Agreement expressly shall apply regardless of whether the Claims to be released, waived or indemnified against or Harm in connection therewith arise, or are alleged to arise, from the NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), GROSS NEGLIGENCE, NEGLIGENCE PER SE, AND/OR and/or STRICT LIABILITY OF ANY OF THE INDEMNIFIED PARTIESof any of the Indemnified Parties. LICENSEE SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL CLAIMS ARISING OUT OF, RESULTING FROM, RELATING TO OR IN CONNECTION WITH ANY CLAIMS OF ANY PERSON OR PERSONS ARISING OUT, RELATED TO, IN CONNECTION WITH OR IN ANY WAY RESULTING FROM OR CAUSED IN ANY WAY BY (I) LICENSEE’S ENTRY INTO AND USE OF THE FITNESS CENTER, (II) ANY ACT, OMISSION, OR NEGLIGENCE OF LICENSEE OR THE INDEMNIFIED PARTIES, (III) ANY AND ALL ACCIDENTS WITHIN, OR AMAGE DAMAGE TO THE PROPERTY OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, LICENSEE) LOCATED IN, ON OR ABOUT THE FITNESS CENTER, AND (IV) HARM IN, ON OR ABOUT THE FITNESS CENTER. THE INDEMNIFIED PARTIES SHALL NOT BE LIABLE TO LICENSEE, LICENSEE’S HEIRS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS FOR ANY HARM ARISING OUT OF, IN CONNECTION, RESULTING FROM WITH OR RELATED TO LICENSEE’S USE OF THE FITNESS CENTER. Without in any way limiting the foregoing provisions, Licensee agrees that the liability of Licensor for any Claim or Harm for which Licensor is held responsible to Licensee shall be limited to Licensor’s interest in the Building. This Section shall survive the expiration or termination of this Agreement.FOR

Waiver and Release and Indemnity. Licensee intends to use the Fitness Center Bike Vault for the Use and in consideration thereof, Licensee hereby RELEASES, ACQUITS AND FOREVER DISCHARGES, and WAIVES any and all past, present and future claims, losses, costs (including, but not limited to, costs of defense or settlement, attorneys’ fees and court costs), expenses, liabilities, demands or causes of action (collectively referred to as the “Claims”), from and against Licensor, Hines and their respective partners, members, managers, officers, directors, shareholders, subsidiaries, representatives, affiliates, employees, staff, agents and all others acting on behalf of Licensor or Hines (collectively referred to as the “Indemnified Parties”) that arise out of, result from, are in connection with, or that relate to Licensee’s entry into and Use of the Fitness CenterThe Bike Vault, and Licensee covenants and agrees not to xxx any of the Indemnified Parties for such Claims or any Harm in connection therewith. The releases, waivers and indemnities contained in this Agreement expressly shall apply regardless of whether the Claims to be released, waived or indemnified against or Harm in connection therewith arise, or are alleged to arise, from the NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), GROSS NEGLIGENCE, NEGLIGENCE PER SE, AND/OR STRICT LIABILITY OF ANY OF THE INDEMNIFIED PARTIES. LICENSEE SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL CLAIMS ARISING OUT OF, RESULTING FROM, RELATING TO OR IN CONNECTION WITH ANY CLAIMS OF ANY PERSON OR PERSONS ARISING OUT, RELATED TO, IN CONNECTION WITH OR IN ANY WAY RESULTING FROM OR CAUSED IN ANY WAY BY (I) LICENSEE’S ENTRY INTO AND USE OF THE FITNESS CENTERBIKE VAULT, (II) ANY ACT, OMISSION, OR NEGLIGENCE OF LICENSEE OR THE INDEMNIFIED PARTIES, (III) ANY AND ALL ACCIDENTS WITHIN, OR AMAGE TO THE PROPERTY OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, LICENSEE) LOCATED IN, ON OR ABOUT THE FITNESS CENTERBIKE VAULT, AND (IV) HARM IN, ON OR ABOUT THE FITNESS CENTERBIKE VAULT. THE INDEMNIFIED PARTIES SHALL NOT BE LIABLE TO LICENSEE, LICENSEE’S HEIRS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS FOR ANY HARM ARISING OUT OF, IN CONNECTION, RESULTING FROM WITH OR RELATED TO LICENSEE’S USE OF THE FITNESS CENTERBIKE VAULT. Without in any way limiting the foregoing provisions, Licensee agrees that the liability of Licensor for any Claim or Harm for which Licensor is held responsible to Licensee shall be limited to Licensor’s interest in the Building. This Section shall survive the expiration or termination of this Agreement.

Waiver and Release and Indemnity. Licensee intends to use the Fitness Center Rooftop Amenity for the Use and in consideration thereof, Licensee hereby RELEASES, ACQUITS AND FOREVER DISCHARGES, and WAIVES any and all past, present and future claims, losses, costs (including, but not limited to, costs of defense or settlement, attorneys’ fees and court costs), expenses, liabilitiesdemands, demands or causes of action action, damages or liabilities whatsoever of any nature, including property damage, loss or theft, bodily injury or death (collectively referred to as the “Claims”), from and against Licensor, Hines the property manager (the “Property Manager”) and their respective partners, members, managers, officers, directors, shareholders, subsidiaries, representatives, affiliates, employees, staff, agents and all others acting on behalf of Licensor or Hines Property Manager (collectively referred to as the “Indemnified Parties”) that arise out of, result from, are in connection with, or that relate to (i) the use of the Rooftop Amenity by Licensee, Licensee’s entry into employees, contractors, agents, representatives, guests and Use invitees (collectively, the “Licensee Parties”), (ii) any act, omission or negligence of the Fitness CenterIndemnified Parties, whether directly connected to Licensee Parties’ use of the Rooftop Amenity or not, and however caused, or (iii) the condition of the Rooftop Amenity, and Licensee covenants and agrees not to xxx any of the Indemnified Parties for such Claims or any Harm harm in connection therewith. The releasesTo the fullest extent permitted by Applicable Law, waivers the Licensee shall indemnify, hold harmless and indemnities contained in defend the Licensor, the Property Manager and the Licensor Indemnified Parties from and against all Claims including reasonable attorney's fees, arising out or alleged to arise out of or resulting from this Agreement expressly or any use of the Rooftop Amenities by Licensee, its agents, contractors, employees, guests or invitees (collectively, the “Licensee Related Parties”) or any acts or omissions of Licensee or any Licensee Related Parties. The indemnification obligation under this Section 4 shall apply regardless survive the termination of whether this Agreement and shall not be limited in any way by any limitation of the Claims to be releasedamount or type of damages, waived compensation or indemnified against benefits payable by or Harm in connection therewith arisefor the Licensee under any applicable workers' or workmen's compensation acts or any insurance required or otherwise carried hereunder. THE RELEASES, or are alleged to ariseWAIVERS AND INDEMNITIES CONTAINED IN THIS AGREEMENT EXPRESSLY SHALL APPLY REGARDLESS OF WHETHER THE CLAIMS TO BE RELEASED, from the WAIVED OR INDEMNIFIED AGAINST OR HARM IN CONNECTION THEREWITH ARISE, OR ARE ALLEGED TO ARISE, FROM THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), GROSS NEGLIGENCE, NEGLIGENCE PER SE, AND/OR STRICT LIABILITY OF ANY OF THE INDEMNIFIED PARTIES. LICENSEE SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL CLAIMS ARISING OUT OF, RESULTING FROM, RELATING TO OR IN CONNECTION WITH ANY CLAIMS OF ANY PERSON OR PERSONS ARISING OUTOUT OF, RELATED TO, IN CONNECTION WITH OR IN ANY WAY RESULTING FROM OR CAUSED IN ANY WAY BY (I) LICENSEE’S ENTRY INTO AND THE USE OF THE FITNESS CENTER, (II) ANY ACT, OMISSION, OR NEGLIGENCE OF ROOFTOP AMENITY BY THE LICENSEE OR THE INDEMNIFIED PARTIES, (III) ANY AND ALL ACCIDENTS WITHIN, OR AMAGE TO THE PROPERTY OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, LICENSEE) LOCATED IN, ON OR ABOUT THE FITNESS CENTER, AND (IV) HARM IN, ON OR ABOUT THE FITNESS CENTER. THE INDEMNIFIED PARTIES SHALL NOT BE LIABLE TO LICENSEE, LICENSEE’S HEIRS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS FOR ANY HARM ARISING OUT OF, IN CONNECTION, RESULTING FROM WITH OR RELATED TO LICENSEE’S USE OF THE FITNESS CENTER. Without in any way limiting the foregoing provisions, Licensee agrees that the liability of Licensor for any Claim or Harm for which Licensor is held responsible to Licensee shall be limited to Licensor’s interest in the Building. This Section shall survive the expiration or termination of this Agreement.,