Common use of Waiver; Indemnity Clause in Contracts

Waiver; Indemnity. Tenant shall defend and indemnify Landlord, its officers, agents, employees and contractors and save harmless from and against any and all liability, damages, costs, or expenses, including reasonable attorneys’ fees, arising from any act, omission, or negligence or willful misconduct of Tenant, or the officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors of Tenant in or about the Premises, or, arising from any accident, injury, or damage, howsoever and by whomsoever caused, to any person or property occurring in or about the Premises, provided that the foregoing provision shall not be construed to make Tenant responsible for loss, damage, liability or expense resulting from injuries to third parties caused by the negligence or willful misconduct of Landlord, or of any officer, contractor, licensee, agent, servant, employee, guest, invitee or visitor of Landlord. Landlord and Tenant agree that the foregoing indemnity specifically includes, without limitation, claims brought by Tenant’s employees against Landlord, its officers, agents, employees and contractors. THE FOREGOING INDEMNITY IS EXPRESSLY INTENDED TO CONSTITUTE A WAIVER OF EACH PARTY’S IMMUNITY UNDER WASHINGTON’S INDUSTRIAL INSURANCE ACT, RCW TITLE 51, TO THE EXTENT NECESSARY TO PROVIDE THE OTHER PARTY WITH A FULL AND COMPLETE INDEMNITY FROM CLAIMS MADE BY TENANT AND ITS EMPLOYEES, TO THE EXTENT OF THEIR NEGLIGENCE. LANDLORD AND TENANT ACKNOWLEDGE THAT THE INDEMNIFICATION PROVISIONS OF THIS ARTICLE WERE SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEM. Landlord shall not be liable for any loss or damage to persons or property sustained by Tenant, or other persons, which may be caused by the Building or the Premises, or any appurtenances thereto, being out of repair or by the bursting or leakage or any water, gas, sewer, or steam pipe, or by theft, or by any act or neglect of any tenant or occupant of the Building, or of any other person, or by any other cause of whatsoever nature, unless caused by the gross negligence or willful misconduct of Landlord.

Waiver; Indemnity. Tenant shall defend 11.1 Notwithstanding any contrary provision herein, and indemnify Landlord, its officers, agents, employees and contractors and save harmless from and against any and all liability, damages, costs, or expenses, including reasonable attorneys’ fees, except to the extent arising from any act, omission, or negligence or willful misconduct of Tenant, or the officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors of Tenant in or about the Premises, or, arising from any accident, injury, or damage, howsoever and by whomsoever caused, to any person or property occurring in or about the Premises, provided that the foregoing provision shall not be construed to make Tenant responsible for loss, damage, liability or expense resulting from injuries to third parties caused by the gross negligence or willful misconduct of Landlord, or of any officer, contractor, licensee, agent, servant, employee, guest, invitee or visitor of Landlord. Landlord and Tenant agree that the foregoing indemnity specifically includes, without limitation, claims brought by Tenant’s employees against Landlord, its officers, agents, employees and contractors. THE FOREGOING INDEMNITY IS EXPRESSLY INTENDED TO CONSTITUTE A WAIVER OF EACH PARTY’S IMMUNITY UNDER WASHINGTON’S INDUSTRIAL INSURANCE ACT, RCW TITLE 51, TO THE EXTENT NECESSARY TO PROVIDE THE OTHER PARTY WITH A FULL AND COMPLETE INDEMNITY FROM CLAIMS MADE BY TENANT AND ITS EMPLOYEES, TO THE EXTENT OF THEIR NEGLIGENCE. LANDLORD AND TENANT ACKNOWLEDGE THAT THE INDEMNIFICATION PROVISIONS OF THIS ARTICLE WERE SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEM. Landlord shall not be liable and Tenant hereby waives all claims against Landlord for any loss injury or damage to persons any person or property sustained by Tenantor any other loss (including, or other personsbut not limited to loss of income), which may be caused sustained by the Building persons, goods, wares, merchandise or property of Tenant, its agent, contractors, employees, invitees or customers or any other person in or about the Premises, the Building, or the Project by or from any cause whatsoever, and, without limiting the generality of the foregoing, whether caused by or resulting from water leakage of any character from the roof, walk, windows, basement, or any appurtenances theretoother portion of the Premises, being out of repair or by the bursting or leakage or any water, gas, sewerBuilding, or steam pipethe Project, or by theftfire, steam, electricity, gas or oil, or by any act interruption of utilities or neglect of any tenant or occupant of the Buildingservices, or of by any tenant, occupant, or other person, or by any other cause of whatsoever naturewhatsoever, unless caused by in, on or about the Premises, the Building or the Project. Notwithstanding any contrary provision in the Lease, Landlord shall in no event be liable for consequential damages hereunder. 11.2 Except to the extent that claims arise from the gross negligence or willful misconduct of Landlord, Tenant shall indemnify Landlord and hold Landlord harmless from and against any and all claims, demands, losses, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys' fees) arising from Tenant's use or enjoyment of the Project, from the conduct of Tenant's business, from any act or omission, work or thing done, permitted or suffered by Tenant (or any officer, employee, agent, contractor, representative, licensee, guest, invitee or visitor thereof) in or about the Project, or from any default under this Lease by Tenant. If any action or proceeding is brought against Landlord by reason of any such matter, Tenant shall, upon notice from Landlord, defend same at Tenant's expense by counsel satisfactory to Landlord. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property of Tenant, or injury to persons in or about the Premises, except to the extent arising from gross negligence or willful misconduct of Landlord, and Tenant hereby waives all claims in respect thereof against Landlord. The provision of this Section shall survive the expiration or termination of this Lease with respect to any claims or liability arising from events occurring prior to such expiration or termination.

Waiver; Indemnity. 11.1 Notwithstanding any contrary provision in this Lease, Landlord shall not be liable and Tenant shall defend and indemnify Landlordhereby waives all claims against Landlord for any injury or damage to any person or property or any other loss (including, its officersbut not limited to, agents, employees and contractors and save harmless from and against any and all liability, damages, costs, or expenses, including reasonable attorneys’ fees, arising from any act, omission, or negligence or willful misconduct loss of Tenant, or the officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors of Tenant income) in or about the Premises, or, arising from any accident, injury, or damage, howsoever and by whomsoever caused, to any person or property occurring in or about the Premises, provided that the foregoing provision shall not be construed to make Tenant responsible for loss, damage, liability or expense resulting from injuries to third parties caused by the negligence or willful misconduct of Landlord, or of any officer, contractor, licensee, agent, servant, employee, guest, invitee or visitor of Landlord. Landlord and Tenant agree that the foregoing indemnity specifically includes, without limitation, claims brought by Tenant’s employees against Landlord, its officers, agents, employees and contractors. THE FOREGOING INDEMNITY IS EXPRESSLY INTENDED TO CONSTITUTE A WAIVER OF EACH PARTY’S IMMUNITY UNDER WASHINGTON’S INDUSTRIAL INSURANCE ACT, RCW TITLE 51, TO THE EXTENT NECESSARY TO PROVIDE THE OTHER PARTY WITH A FULL AND COMPLETE INDEMNITY FROM CLAIMS MADE BY TENANT AND ITS EMPLOYEES, TO THE EXTENT OF THEIR NEGLIGENCE. LANDLORD AND TENANT ACKNOWLEDGE THAT THE INDEMNIFICATION PROVISIONS OF THIS ARTICLE WERE SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEM. Landlord shall not be liable for any loss or damage to persons or property sustained by Tenant, or other persons, which may be caused by the Building or the Project by or from any cause whatsoever, and, without limiting the generality of the foregoing, whether caused by water leakage of any character from the roof, walls, basement or any other portion of the Premises, the Building or any appurtenances thereto, being out of repair or by the bursting or leakage or any water, gas, sewer, or steam pipeProject, or by theftgas, fire, oil or electricity, or by any act interruption of utilities or neglect of any tenant or occupant of the Buildingservices, or of by any tenant, occupant or other person, or by any other cause of whatsoever naturein, unless caused by on or about the Premises, the Building or the Project. Notwithstanding any contrary provision in this Lease, Landlord and its agents shall in no event be liable for consequential damages hereunder. 11.2 Except to the extent arising from the gross negligence or willful misconduct of Landlord, Tenant shall indemnify Landlord, its partners, officers, agents, servants, employees and invitees (collectively, the "Landlord Parties") and hold the Landlord Parties harmless from and against any and all claims, demands, losses, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys' fees) arising from Tenant's use or enjoyment of the Project, from the conduct of Tenant's business, from any act or omission, work or thing done, permitted or suffered by Tenant (or any officer, employee, agent, contractor, representative, licensee, guest, invitee or visitor thereof) in or about the Project, or from any default under this Lease by Tenant. If any action or proceeding is brought against any Landlord Party by reason of any such matter, Tenant shall, upon Landlord's request, defend same at Tenant's expense by counsel satisfactory to Landlord, in its sole and absolute discretion. The provisions of this Section 11.2. shall survive the expiration or termination of this Lease with respect to any claims or liability arising from events occurring prior to such expiration or termination.

Waiver; Indemnity. Tenant shall defend 11.1. Notwithstanding any contrary provision herein, and indemnify Landlord, its officers, agents, employees and contractors and save harmless from and against any and all liability, damages, costs, or expenses, including reasonable attorneys’ fees, except to the extent arising from any act, omission, or the gross negligence or willful misconduct of the Landlord, Landlord shall not be liable and Tenant hereby waives all claims against Landlord for any injury or damage to any person or property or any other loss (including, but not limited to, loss of income), which may be sustained by the person, goods, wares, merchandise or property of Tenant, or the officersits agents, contractors, licensees, agents, servants, employees, guests, invitees, invitees or visitors of Tenant customers or any other person in or about the Premises, orthe Building, arising or the Project by or from any accidentcause whatsoever, injuryand, without limiting the generality of the foregoing, whether caused by or resulting from water leakage of any character from the roof, walls, windows, basement, or damage, howsoever and by whomsoever caused, to any person or property occurring in or about other portion of the Premises, provided that the foregoing provision shall not be construed to make Tenant responsible for loss, damage, liability or expense resulting from injuries to third parties caused by the negligence or willful misconduct of LandlordBuilding, or of any officer, contractor, licensee, agent, servant, employee, guest, invitee or visitor of Landlord. Landlord and Tenant agree that the foregoing indemnity specifically includes, without limitation, claims brought by Tenant’s employees against Landlord, its officers, agents, employees and contractors. THE FOREGOING INDEMNITY IS EXPRESSLY INTENDED TO CONSTITUTE A WAIVER OF EACH PARTY’S IMMUNITY UNDER WASHINGTON’S INDUSTRIAL INSURANCE ACT, RCW TITLE 51, TO THE EXTENT NECESSARY TO PROVIDE THE OTHER PARTY WITH A FULL AND COMPLETE INDEMNITY FROM CLAIMS MADE BY TENANT AND ITS EMPLOYEES, TO THE EXTENT OF THEIR NEGLIGENCE. LANDLORD AND TENANT ACKNOWLEDGE THAT THE INDEMNIFICATION PROVISIONS OF THIS ARTICLE WERE SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEM. Landlord shall not be liable for any loss or damage to persons or property sustained by Tenant, or other persons, which may be caused by the Building or the Premises, or any appurtenances thereto, being out of repair or by the bursting or leakage or any water, gas, sewer, or steam pipeProject, or by theftfire, steam, electricity, gas or oil, or by any act interruption of utilities or neglect of any tenant or occupant of the Buildingservices, or of by any tenant, occupant, or other person, or by any other cause of whatsoever naturewhatsoever, unless caused by in, on or about the Premises, the Building or the Project. Notwithstanding any contrary provision in this Lease, the Landlord shall in no event be liable for consequential damages hereunder. 11.2. Except to the extent that claims arise from the gross negligence or willful misconduct of Landlord, Tenant shall indemnify Landlord and hold Landlord harmless from and against any and all claims, demands, losses, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys' fees) arising from Tenant's use or enjoyment of the Project, from the conduct of Tenant's business, from any act or omission, work or thing done, permitted or suffered by Tenant (or any officer, employee, agent, contractor, representative, licensee, guest, invitee or visitor thereof) in or about the Project, or from any default under this Lease by Tenant. If any action or proceeding is brought against Landlord by reason of any such matter, Tenant shall, upon notice from Landlord, defend same at Tenant's expense by counsel satisfactory to Landlord. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property of Tenant, or injury to persons in or about the Premises, except to the extent arising from the gross negligence or willful misconduct of Landlord, and Tenant hereby waives all claims in respect thereof against Landlord. The provisions of this Article 11 shall survive the expiration or termination of this Lease with respect to any claims or liability arising from events occurring prior to such expiration or termination.

Waiver; Indemnity. (a) Tenant covenants and agrees that Landlord shall defend not at any time after the date hereof or to any extent whatsoever be liable, responsible or in anywise accountable for, and indemnify Tenant waives and releases any claim (including any claim for contractual or implied indemnity) against Landlord, for Losses (hereinafter defined) which at any time after the date hereof may be suffered or sustained by: (i) Tenant; or (ii) Any person whosoever may at any time be using or occupying or visiting the Premises or be in, on or about the same, or in or about the common areas of the Building or the sidewalks adjacent thereto, and which Losses are caused in whole or in part by any act or omission (whether negligent, non-negligent or otherwise) of Tenant, its agents, servants and invitees; and whether in case of either clause (i) and/or (ii) such Losses shall be caused ----------- in part by any act, omission or negligence of Landlord, its officersagents or servants, agentsexcept to the extent caused by the grossly negligent or willful act or omission of Landlord, employees its agents or employees. (b) In addition to, and contractors not in limitation of (a) above, Tenant shall forever indemnify, defend, hold and save Landlord and Landlord's Lender free and harmless of, from and against any and all liability, damages, costs, Losses caused in whole or expenses, including reasonable attorneys’ fees, arising from any act, omission, or negligence or willful misconduct of Tenant, or the officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors of Tenant in or about the Premises, or, arising from any accident, injury, or damage, howsoever and by whomsoever caused, to any person or property occurring in or about the Premises, provided that the foregoing provision shall not be construed to make Tenant responsible for loss, damage, liability or expense resulting from injuries to third parties caused by the negligence or willful misconduct of Landlord, or of any officer, contractor, licensee, agent, servant, employee, guest, invitee or visitor of Landlord. Landlord and Tenant agree that the foregoing indemnity specifically includes, without limitation, claims brought by Tenant’s employees against Landlord, its officers, agents, employees and contractors. THE FOREGOING INDEMNITY IS EXPRESSLY INTENDED TO CONSTITUTE A WAIVER OF EACH PARTY’S IMMUNITY UNDER WASHINGTON’S INDUSTRIAL INSURANCE ACT, RCW TITLE 51, TO THE EXTENT NECESSARY TO PROVIDE THE OTHER PARTY WITH A FULL AND COMPLETE INDEMNITY FROM CLAIMS MADE BY TENANT AND ITS EMPLOYEES, TO THE EXTENT OF THEIR NEGLIGENCE. LANDLORD AND TENANT ACKNOWLEDGE THAT THE INDEMNIFICATION PROVISIONS OF THIS ARTICLE WERE SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEM. Landlord shall not be liable for any loss or damage to persons or property sustained by Tenant, or other persons, which may be caused by the Building or the Premises, or any appurtenances thereto, being out of repair or by the bursting or leakage or any water, gas, sewer, or steam pipe, or by theft, or part by any act or neglect of any tenant or occupant of the Buildingomission (whether negligent, non-negligent, or otherwise) of Tenant, its agents servants and invitees and suffered or sustained by: (i) Landlord; and/or (ii) any other person, or third person who asserts a claim against Landlord on account thereof; and whether in case of either clause (i) and/or (ii) such Losses shall ----------- be caused in part by any other cause act, omission or negligence of whatsoever natureLandlord, unless its agents or servants, except to the extent caused by the gross negligence grossly negligent or willful misconduct act or omission of Landlord, its agents or employees. The foregoing indemnity obligation of Tenant shall include reasonable attorneys' fees, investigation costs, and all other reasonable costs and expenses incurred by Landlord from the first notice that any claim or demand is to be made or may be made. (c) For purposes hereof "Losses" shall mean any and all losses, damages, costs and expenses, direct and indirect, actual and consequential, on account of injury to or death of persons, or loss of or damage to property, of any kind or nature, including without limitation, loss, injury, death, or damage due to criminal act by third persons.

Waiver; Indemnity. 11.1 Notwithstanding any contrary provision herein, Landlord shall not be liable and Tenant shall defend and indemnify Landlordhereby waives all claims against Landlord for any injury or damage to any person or property or any other loss (including, its officersbut not limited to, agents, employees and contractors and save harmless from and against any and all liability, damages, costs, or expenses, including reasonable attorneys’ fees, arising from any act, omission, or negligence or willful misconduct loss of Tenant, or the officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors of Tenant income) in or about the Premises, or, arising from any accident, injury, or damage, howsoever and by whomsoever caused, to any person or property occurring in or about the Premises, provided that the foregoing provision shall not be construed to make Tenant responsible for loss, damage, liability or expense resulting from injuries to third parties caused by the negligence or willful misconduct of Landlord, or of any officer, contractor, licensee, agent, servant, employee, guest, invitee or visitor of Landlord. Landlord and Tenant agree that the foregoing indemnity specifically includes, without limitation, claims brought by Tenant’s employees against Landlord, its officers, agents, employees and contractors. THE FOREGOING INDEMNITY IS EXPRESSLY INTENDED TO CONSTITUTE A WAIVER OF EACH PARTY’S IMMUNITY UNDER WASHINGTON’S INDUSTRIAL INSURANCE ACT, RCW TITLE 51, TO THE EXTENT NECESSARY TO PROVIDE THE OTHER PARTY WITH A FULL AND COMPLETE INDEMNITY FROM CLAIMS MADE BY TENANT AND ITS EMPLOYEES, TO THE EXTENT OF THEIR NEGLIGENCE. LANDLORD AND TENANT ACKNOWLEDGE THAT THE INDEMNIFICATION PROVISIONS OF THIS ARTICLE WERE SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEM. Landlord shall not be liable for any loss or damage to persons or property sustained by Tenant, or other persons, which may be caused by the Building or the Project by or from any cause whatsoever, and, without limiting the generality of the foregoing, whether caused by water leakage of any character from the roof, walls, basement or any other portion of the Premises, the Building or any appurtenances thereto, being out of repair or by the bursting or leakage or any water, gas, sewer, or steam pipeProject, or by theftgas, fire, oil or electricity, or by any act interruption of utilities or neglect of any tenant or occupant of the Buildingservices, or of by any tenant, occupant or other person, or by any other cause whatsoever in, on or about the Premises, the Building or the Project. Tenant, as a material part of whatsoever naturethe consideration to Landlord, unless caused by hereby assumes all risk of damage to property of Tenant or injury to persons in or about the Premises, and Tenant hereby waives all claims in respect thereof against Landlord. 11.2 Except to the extent arising from the gross negligence or willful misconduct of Landlord, Tenant shall indemnify Landlord and hold Landlord harmless from and against any and all claims, demands, losses, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees) arising from Tenant’s use or enjoyment of the Project, from the conduct of Tenant’s business, from any act or omission, work or thing done, permitted or suffered by Tenant (or any officer, employee, agent, contractor, representative, licensee, guest, invitee or visitor thereof) in or about the Project, or from any default under this Lease by Tenant (including, but not limited to, any of the foregoing relating to any hazardous or toxic waste, substance or material), except to the extent such is or would have been covered by insurance carried or required to be carried by Landlord pursuant to this Lease. If any action or proceeding is brought against Landlord by reason of any such matter, Tenant shall, upon Landlord’s request, defend same at Tenant’s expense by counsel satisfactory to Landlord. The provisions of this Section shall survive the expiration or termination of this Lease with respect to any claims or liability arising from events occurring prior to such expiration or termination. Notwithstanding the foregoing, Tenant shall not be deemed to have waived claims against Landlord, its agents and employees for injury or damage, or to have assumed risk of injury or damage, to the extent arising from the negligence or willful misconduct of Landlord and not insured (or required to be insured) against by Tenant.

Waiver; Indemnity. Tenant shall defend and indemnify 11.1 Tenant, as a material part of the consideration to Landlord, its officers, agents, employees and contractors and save harmless from and against any and hereby assumes all liability, damages, costs, or expenses, including reasonable attorneys’ fees, arising from any act, omission, or negligence or willful misconduct risk of damage to personal property of Tenant, or the officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors of Tenant injury to persons in or about the Premises. Notwithstanding any contrary provision herein, or, and except to the extent arising from any accident, injury, or damage, howsoever and by whomsoever caused, to any person or property occurring in or about the Premises, provided that the foregoing provision shall not be construed to make Tenant responsible for loss, damage, liability or expense resulting from injuries to third parties caused by the negligence or willful misconduct of Landlord, or of any officerLandlord’s Agents, contractor, licensee, agent, servant, employee, guest, invitee or visitor of Landlord. Landlord shall not be liable and Tenant agree that hereby waives all claims against Landlord for any injury or damage to any person or property or any other loss (including, but not limited to loss of income), which may be sustained by the foregoing indemnity specifically includesperson, without limitationgoods, claims brought by wares, merchandise or property of Tenant, or Tenant’s employees against LandlordAgents, its officersor any other person in or about the Premises, agentsthe Building, employees and contractorsor the Project by or from any cause whatsoever. THE FOREGOING INDEMNITY IS EXPRESSLY INTENDED TO CONSTITUTE A WAIVER OF EACH PARTY’S IMMUNITY UNDER WASHINGTON’S INDUSTRIAL INSURANCE ACTWithout limiting the generality of the foregoing, RCW TITLE 51, TO THE EXTENT NECESSARY TO PROVIDE THE OTHER PARTY WITH A FULL AND COMPLETE INDEMNITY FROM CLAIMS MADE BY TENANT AND ITS EMPLOYEES, TO THE EXTENT OF THEIR NEGLIGENCE. LANDLORD AND TENANT ACKNOWLEDGE THAT THE INDEMNIFICATION PROVISIONS OF THIS ARTICLE WERE SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEM. Landlord shall not be liable for any loss or damage to persons or property sustained by Tenant, or other persons, which may be caused by or resulting from: (a) water leakage of any character from the Building or the Premisesroof, walls, windows, basement, or any appurtenances theretoother portion of the Premises or the Project; (b) fire, being out of repair steam, electricity, gas or by the bursting or leakage or any water, gas, sewer, or steam pipe, or by theftoil, or by any act interruption of utilities or neglect of any tenant or occupant of the Building, or of any other personservices, or by any tenant, occupant, or other person; or (c) any other cause of whatsoever naturewhatsoever, unless caused by in, on or about the gross Premises or the Project. Notwithstanding any contrary provision in this Lease, Landlord shall not in any event be liable for consequential damages hereunder. 11.2 Subject to Article 12.7 below, except to the extent that claims arise from the negligence or willful misconduct of Landlord, Tenant shall indemnify and hold Landlord (as used in this Article 11.2, “Landlord” shall refer to Landlord and Landlord’s Agents) harmless from and against any and all claims, demands, losses, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorney’s fees and costs) arising in or about the Premises or from Tenant’s use or enjoyment of the Project, the conduct of Tenant’s business, any act or omission, work or thing done, permitted or suffered by Tenant (or any officer, employee, agent, contractor, representative, licensee, guest, invitee or visitor thereof) in or about the Project, or any default under this Lease by Tenant. If any action or proceeding is brought against Landlord by reason of any such matter, Tenant shall, upon notice from Landlord, defend Landlord in such action or proceeding at Tenant’s expense. The provisions of this Article 11 shall survive the expiration or termination of this Lease. 11.3 Except to the extent that claims arise from the negligence or willful misconduct of Tenant or Tenant’s Agents, and except as provided in Section 12.7 below, Tenant shall not be liable for and Landlord shall indemnify Tenant and hold Tenant harmless from and against all suits, actions, damages, liability and expense in connection with loss of life, bodily or personal injury or property damage arising from the negligence or willful misconduct of Landlord or Landlord’s Agents.

Waiver; Indemnity. 11.1 Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to personal property of Tenant, or injury to persons in or about the Premises, except to the extent caused by the negligence, recklessness or willful misconduct of Landlord or Landlord’s Agents. Notwithstanding any contrary provision herein, and except to the extent arising from the negligence, recklessness or willful misconduct of the Landlord, or Landlord’s Agents, Landlord shall not be liable and Tenant hereby waives all claims against Landlord for any injury or damage to any person or property or any other loss (including, but not limited to loss of income), which may be sustained by the person, goods, wares, merchandise or property of Tenant, or Tenant’s Agents, or any other person in or about the Premises, the Building, or the Project by or from any cause whatsoever. Without limiting the generality of the foregoing, except to the extent caused by negligence, recklessness or willful misconduct of the Landlord or Landlord’s Agents, Landlord shall not be liable for any damage caused by or resulting from: (a) water leakage of any character from the roof, walls, windows, basement, or any other portion of the Premises or the Project; (b) fire, steam, electricity, gas or oil, or by any interruption of utilities or services, or by any tenant, occupant, or other person; or (c) any other cause whatsoever, in, on or about the Premises or the Project. Notwithstanding any contrary provision in this Lease, Landlord shall not in any event be liable for consequential damages hereunder. 11.2 Subject to Article 12.7 below, except to the extent that claims arise from the negligence, recklessness or willful misconduct of Landlord, Tenant shall defend indemnify and indemnify hold Landlord (as used in this Article 11.2, “Landlord, its officers, agents, employees ” shall refer to Landlord and contractors and save Landlord’s Agents) harmless from and against any and all liabilityclaims, demands, losses, damages, costsliabilities, costs and expenses (including, but not limited to, reasonable attorney’s fees) arising from Tenant’s use or occupancy of the Premises, from the conduct of Tenant’s business, from any act or omission, work or thing done, permitted or suffered by Tenant (or any officer, employee, agent, contractor, representative, licensee, guest, invitee or visitor thereof) in or about the Project, or expensesfrom any default under this Lease by Tenant. If any action or proceeding is brought against Landlord by reason of any such matter, including reasonable attorneys’ feesTenant shall, upon notice from Landlord, defend Landlord in such action or proceeding at Tenant’s expense. The provisions of this Article 11 shall survive the expiration or termination of this Lease for a period of ninety (90) days with respect to any claims or liability arising from any actevents occurring prior to such expiration or termination. 11.3 Notwithstanding anything in this Lease to the contrary, omissionexcept to the extent that claims arise from the negligence, or negligence recklessness or willful misconduct of Tenant, or the officersTenant (as used in this Article 11.3, contractors, licensees, agents, servants, employees, guests, invitees, or visitors of “Tenant” shall refer to Tenant in or about the Premises, or, arising from any accident, injury, or damage, howsoever and by whomsoever caused, to any person or property occurring in or about the Premises, provided that the foregoing provision shall not be construed to make Tenant responsible for loss, damage, liability or expense resulting from injuries to third parties caused by the negligence or willful misconduct of Landlord, or of any officer, contractor, licensee, agent, servant, employee, guest, invitee or visitor of Landlord. Landlord and Tenant agree that the foregoing indemnity specifically includes, without limitation, claims brought by Tenant’s employees against Landlord, its officers, agents, employees and contractors. THE FOREGOING INDEMNITY IS EXPRESSLY INTENDED TO CONSTITUTE A WAIVER OF EACH PARTY’S IMMUNITY UNDER WASHINGTON’S INDUSTRIAL INSURANCE ACT, RCW TITLE 51, TO THE EXTENT NECESSARY TO PROVIDE THE OTHER PARTY WITH A FULL AND COMPLETE INDEMNITY FROM CLAIMS MADE BY TENANT AND ITS EMPLOYEES, TO THE EXTENT OF THEIR NEGLIGENCE. LANDLORD AND TENANT ACKNOWLEDGE THAT THE INDEMNIFICATION PROVISIONS OF THIS ARTICLE WERE SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEM. Landlord Agents) shall not be liable for any and Landlord shall indemnify Tenant and hold Tenant harmless from and against all suits, actions, damages, liability and expense in connection with loss of life, bodily or damage to persons personal injury or property sustained by Tenant, damage arising from or other persons, which may be caused by the Building or the Premises, or any appurtenances thereto, being out of repair any occurrence, in, upon, at or by from the bursting or leakage or any water, gas, sewer, or steam pipe, or by theft, or by any act or neglect of any tenant or occupant of the Building, or of any other person, or by any other cause of whatsoever nature, unless caused by the gross negligence or willful misconduct of LandlordProject.

Waiver; Indemnity. (a) Tenant covenants and agrees that Landlord shall defend not at any time after the date hereof or to any extent whatsoever be liable, responsible or in anywise accountable for, and indemnify Tenant waives and releases any claim (including any claim for contractual or implied indemnity) against Landlord, for Losses (hereinafter defined) which at any time after the date hereof may be suffered or sustained by: (i) Tenant; or (ii) Any person whosoever may at any time be using or occupying or visiting the Premises or be in, on or about the same, or in or about the common areas of the Building or the sidewalks adjacent thereto, and which Losses are caused in whole or in part by any act or omission (whether negligent, non-negligent or otherwise) of Tenant, its agents, servants and invitees; and whether in case of either clause (i) and/or (ii) such Losses shall be caused ---------- in part by any act, omission or negligence of Landlord, its officersagents or servants, agentsexcept to the extent caused by the grossly negligent or willful act or omission of Landlord, employees its agents or employees. (b) In addition to, and contractors not in limitation of (a) above, Tenant shall forever indemnify, defend, hold and save Landlord and Landlord's Lender free and harmless of, from and against any and all liabilityLosses caused in whole or in part by any act or omission (whether negligent, non-negligent, or otherwise) of Tenant, its agents servants and invitees and suffered or sustained by: (i) Landlord; and/or (ii) any third person who asserts a claim against Landlord on account thereof; and whether in case of either clause (i) and/or (ii) such Losses shall be caused ----------- in part by any act, omission or negligence of Landlord, its agents or servants, except to the extent caused by the grossly negligent or willful act or omission of Landlord, its agents or employees. The foregoing indemnity obligation of Tenant shall include reasonable attorneys' fees, investigation costs, and all other reasonable costs and expenses incurred by Landlord from the first notice that any claim or demand is to be made or may be made. (c) For purposes hereof "Losses" shall mean any and all losses, damages, costscosts and expenses, direct and indirect, actual and consequential, on account of injury to or death of persons, or expensesloss of or damage to property, of any kind or nature, including reasonable attorneys’ feeswithout limitation, arising loss, injury, death or damage due to criminal act by third persons. (d) The provisions of this Section 12 shall survive the termination of this Lease with respect to any Losses occurring prior to such termination. The insurance policy or policies required pursuant to the provisions of Section 11(a) by their terms shall cover the indemnity obligations of Tenant under Section 12(b), except to the extent that any such obligation arises from any act, omission, or negligence or allegations of the willful misconduct of Tenant, its servants or the officers, contractors, licensees, its agents, servants, employees, guests, invitees, or visitors of Tenant in or about the Premises, or, arising from any accident, injury, or damage, howsoever and by whomsoever caused, to any person or property occurring in or about the Premises, provided that the foregoing provision shall not be construed to make Tenant responsible for loss, damage, liability or expense resulting from injuries to third parties caused by the negligence or willful misconduct of Landlord, or of any officer, contractor, licensee, agent, servant, employee, guest, invitee or visitor of Landlord. Landlord and Tenant agree that the foregoing indemnity specifically includes, without limitation, claims brought by Tenant’s employees against Landlord, its officers, agents, employees and contractors. THE FOREGOING INDEMNITY IS EXPRESSLY INTENDED TO CONSTITUTE A WAIVER OF EACH PARTY’S IMMUNITY UNDER WASHINGTON’S INDUSTRIAL INSURANCE ACT, RCW TITLE 51, TO THE EXTENT NECESSARY TO PROVIDE THE OTHER PARTY WITH A FULL AND COMPLETE INDEMNITY FROM CLAIMS MADE BY TENANT AND ITS EMPLOYEES, TO THE EXTENT OF THEIR NEGLIGENCE. LANDLORD AND TENANT ACKNOWLEDGE THAT THE INDEMNIFICATION PROVISIONS OF THIS ARTICLE WERE SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEM. Landlord shall not be liable for any loss or damage to persons or property sustained by Tenant, or other persons, which may be caused by the Building or the Premises, or any appurtenances thereto, being out of repair or by the bursting or leakage or any water, gas, sewer, or steam pipe, or by theft, or by any act or neglect of any tenant or occupant of the Building, or of any other person, or by any other cause of whatsoever nature, unless caused by the gross negligence or willful misconduct of Landlord.

Waiver; Indemnity. Tenant shall defend and indemnify Landlord, its officers, agents, employees and contractors and save harmless from and against any and all liability, damages, costs, or expenses, including reasonable attorneys’ fees, arising from any act, omission, or negligence or willful misconduct of Tenant, or (a) Except to the officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors of Tenant in or about the Premises, or, arising from any accident, injury, or damage, howsoever and by whomsoever caused, extent due to any person or property occurring in or about the Premises, provided that the foregoing provision shall not be construed to make Tenant responsible for loss, damage, liability or expense resulting from injuries to third parties caused by the negligence or willful misconduct of Landlord, or of any officer, contractor, licensee, agent, servant, employee, guest, invitee or visitor of Landlord. Landlord and Tenant agree that except to the foregoing indemnity specifically includesextent otherwise provided in this Lease, without limitation, claims brought by Tenant’s employees against Landlord, its officers, agents, employees and contractors. THE FOREGOING INDEMNITY IS EXPRESSLY INTENDED TO CONSTITUTE A WAIVER OF EACH PARTY’S IMMUNITY UNDER WASHINGTON’S INDUSTRIAL INSURANCE ACT, RCW TITLE 51, TO THE EXTENT NECESSARY TO PROVIDE THE OTHER PARTY WITH A FULL AND COMPLETE INDEMNITY FROM CLAIMS MADE BY TENANT AND ITS EMPLOYEES, TO THE EXTENT OF THEIR NEGLIGENCE. LANDLORD AND TENANT ACKNOWLEDGE THAT THE INDEMNIFICATION PROVISIONS OF THIS ARTICLE WERE SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEM. Landlord shall not be liable to Tenant or Tenant's agents, employees, contractors and invitees (collectively, "Tenant's Agents") for, and Tenant waives as against and releases Landlord and Landlord's Lender from, all claims for any loss or damage to persons any property or property sustained injury, illness or death of any person in, upon or about the Premises and/or any other portion of the Building and the Project, arising at any time and from any cause whatsoever, including such claims caused in whole or in part by Tenantthe act, omission, or neglect of other personstenants, which may be caused by contractors, invitees or other occupants of the Building or Project or their agents or employees. The foregoing waiver and release extends to Landlord's officers, directors, partners, members, employees and agents. (b) Except to the Premises, or any appurtenances thereto, being out of repair or by extent due to the bursting or leakage or any water, gas, sewer, or steam pipe, or by theft, or by any act or neglect of any tenant or occupant of the Building, or of any other person, or by any other cause of whatsoever nature, unless caused by the gross negligence or willful misconduct of Landlord and subject to Section 11(f), Tenant shall indemnify, defend, protect and hold Landlord harmless of and from any and all loss, liens, liability, claims, causes of action, damage, injury, cost or expense arising out of or in connection with, or related to injury to or death of persons or damage to property occurring or resulting directly or indirectly from (i) the use or occupancy of, or any occurrence in or the conduct of business in, the Premises, and/or (ii) the negligent acts or omissions of Tenant or any of Tenant's Agents in or about any portion of the Project. Tenant's indemnity obligation includes reasonable attorneys' fees and costs, reasonable investigation costs and all other reasonable costs and expenses incurred by Landlord. Landlord shall have the right of reasonable approval of legal counsel proposed by Tenant for defense of any claim indemnified against hereunder or under any other provision of this Lease, except that if such counsel is appointed by an insurance company providing a defense to Landlord and/or Tenant, then such counsel shall be deemed approved by Landlord. The foregoing indemnification shall extend to Landlord's officers, directors, partners and members. (c) Except to the extent due to the negligence or willful misconduct of Tenant and subject to Section 11(f), Landlord shall indemnify, defend, protect and hold Tenant harmless of and from any and all loss, liens, liability, claims, causes of action, damage, injury, cost or expense arising out of or in connection with, or related to injury to or death of persons or damage to property occurring or resulting directly or indirectly from (i) the negligent acts or omissions of Landlord, its agents, employees, contractors and invitees, in or about the Premises or any other portion of the Project and (ii) the use, generation, storage, handling, release, transport or disposal by Landlord or Landlord's agents, employees and contractors of any Hazardous Materials in or about the Premises or any other portion of the Project. Landlord's indemnity obligation includes reasonable attorneys' fees and costs, reasonable investigation costs and all other reasonable costs and expenses incurred by Tenant. Tenant shall have the right of reasonable approval of legal counsel proposed by Landlord for defense of any claim indemnified against hereunder or under any other provision of this Lease, except that if such counsel is appointed by an insurance company providing a defense to Landlord and/or Tenant, then such counsel shall be deemed approved by Tenant. The foregoing indemnification shall extend to Tenant's directors, officers, partners, shareholders, members, employees and agents. (d) Notwithstanding any other provisions in this Lease to the contrary, including without limitation Section 5(g), Section 9(d) and this Section 12, Landlord in no event shall be liable for any consequential or incidental damages, lost profits, lost business or other economic loss, except to the extent due to Landlord's gross negligence or willful misconduct. (e) The provisions of this Section 12 shall survive the termination of this Lease with respect to any indemnified obligations occurring prior to such termination. The insurance policy or policies required pursuant to the provisions of Section 11 by their terms shall cover the indemnity obligations of the parties under this Section 12. (f) As used in this Lease, "Landlord's Lender" at any time shall mean any unaffiliated holder of a mortgage or deed of trust on all or a portion of the Building or any interest therein at such time.