Common use of Waiver of Liability and Indemnification Clause in Contracts

Waiver of Liability and Indemnification. Except to the extent expressly provided to the contrary herein and except to the extent caused by the gross negligence or willful misconduct of Landlord, its officers, directors, contractors, agents or employees, Tenant hereby waives all claims and causes of action against Landlord, its partners, advisors, mortgagees, ground lessors and each of their respective officers, managers, directors, employees, contractors, agents, successors and assigns and the Landlord Parties (as defined in Section 24.1, below) for any damage to persons or property (including, without limitation, loss of profits and intangible property) in any way relating to Tenant's use and occupancy of the Premises. Tenant shall indemnify, defend, protect and hold harmless Landlord and each of the Landlord Parties (except to the extent of the losses described below are caused by the gross negligence or willful misconduct of Landlord, its officers, directors, contractors, agents or employees), from and against: (a) any and all claims, losses, damages, obligations, liabilities, costs and expenses (including but not limited to reasonable attorneys' fees and legal costs) (collectively, "Claims, Damages and Costs") which arise out of, are occasioned by or are in any way attributable to (i) the use or occupancy of the Premises or any portion of the Project by Tenant, or (ii) the acts or omissions of Tenant or any Tenant Party. (b) any and all environmental damages which arise from: (i) the Handling of any Tenant's Hazardous Materials, or (ii) the breach of any of the provisions of this Lease. For the purpose of this Lease, "environmental damages" shall mean (X) all claims, judgments, damages, penalties, fines, costs, liabilities, and losses (including without limitation, diminution in the value of the Premises or any portion of the Project, damages for the loss of or restriction on use of rentable space, and from any adverse impact of Landlord's marketing of space); (Y) all sums paid for settlement of claims, reasonable attorneys' fees, consultants' fees and experts' fees; and (Z) all costs incurred by Landlord in connection with investigation or remediation relating to the Handling of Tenant's Hazardous Materials, necessary for Landlord to make full economic use of the Premises. However, notwithstanding the foregoing, Tenant shall not be required to indemnify and/or hold Landlord or any Landlord Party harmless from any Claims, Damages and Costs, to any person, property or entity to the extent resulting from the negligence or willful misconduct of Landlord or its agents, contractors, or employees (except for damage to the Tenant Improvements, Alterations and Tenant's personal property, fixtures, furniture and equipment in the Premises in which case Tenant shall be responsible to the extent Tenant is required to obtain the requisite insurance coverage pursuant to this Lease or such insurance is actually carried by Tenant). Subject to Section 11.5 below, Landlord hereby agrees to indemnify, defend, protect and hold harmless Tenant and any Tenant Party from and against any Claims, Damages and Costs to the extent resulting from the negligence or willful misconduct of Landlord or its agents, contractors or employees and not covered by insurance required to be carried under this Lease by Tenant or actually carried by Tenant; provided, however, that (i) because Landlord maintains insurance on the Project and Tenant compensates Landlord for such insurance as part of Tenant's Percentage Share of Operating Expenses and because of the existence of waivers of subrogation set forth in Section 11.5 of this Lease, Landlord hereby agrees to indemnify, defend, protect and hold Tenant and any Tenant Party harmless from and against any Claims, Damages and Costs to any property outside of the Premises to the extent such Claims, Damages and Costs are covered by such insurance (or would be covered had the insurance required of Landlord hereunder been maintained), even if resulting from the negligent acts, omissions, or willful misconduct of Tenant or those of its agents, contractors, or employees, and (ii) because Tenant must carry insurance pursuant to Section 11.2 to cover its personal property within the Premises and the Alterations and Tenant Improvements, Tenant hereby agrees to indemnify, defend, protect and hold Landlord and any Landlord Party harmless from and against any Claims, Damages and Costs to any property within the Premises, to the extent such Claims, Damages and Costs are covered by such insurance (or would be covered had the insurance required hereunder been maintained), even if resulting from the negligent acts, omissions or willful misconduct of Landlord or those of its agents, contractors, or employees.

Waiver of Liability and Indemnification. Except to the extent expressly provided to the contrary herein and except to the extent caused by the gross negligence or willful misconduct of Landlord, its officers, directors, contractors, agents or employeesherein, Tenant hereby waives all claims and causes of action against Landlord, its partners, advisors, mortgagees, mortgagees and ground lessors and each of their respective officers, managers, directors, employees, contractors, agents, successors and assigns and the (collectively, “Landlord Parties (as defined in Section 24.1, belowParties”) for any damage to persons or property (including, without limitation, loss of profits and intangible property) in any way relating to Tenant's ’s use and occupancy of the Premises. Tenant shall indemnify, defend, protect and hold harmless Landlord and each of the Landlord Parties (except to the extent of the losses described below are caused by the gross negligence or willful misconduct of Landlord, its officers, directors, contractors, agents or employees), from and against: (a) any and all claims, losses, damages, obligations, liabilities, costs and expenses (including but not limited to reasonable attorneys' ’ fees and legal costs) (collectively, "“Claims, Damages and Costs"”) which arise arises out of, are is occasioned by or are is in any way attributable to (i) the use or occupancy of the Premises or any portion of the Project by Tenant, or (ii) or the acts or omissions of Tenant or any Tenant PartyParty or (iii) any default of this Lease by Tenant. (b) any and all environmental damages which arise from: (i) the Handling of any Tenant's ’s Hazardous Materials, or (ii) the breach of any of the provisions of this Lease. For the purpose of this Lease, "“environmental damages" ” shall mean (X) all claims, judgments, damages, penalties, fines, costs, liabilities, and losses (including without limitation, diminution in the value of the Premises or any portion of the Project, damages for the loss of or restriction on use of rentable space, and from any adverse impact of Landlord's ’s marketing of space); (Y) all sums paid for settlement of claims, reasonable attorneys' ’ fees, consultants' ’ fees and experts' ’ fees; and (Z) all costs incurred by Landlord in connection with investigation or remediation relating to the Handling of Tenant's ’s Hazardous Materials, necessary for Landlord to make full economic use of the Premises. However, notwithstanding the foregoing, Tenant shall not be required to indemnify and/or hold Landlord or any Landlord Party harmless from any Claims, Damages and Costs, to any person, property or entity to the extent resulting from the negligence or willful misconduct of Landlord or its agents, contractors, or employees (except for damage to the Tenant Improvements, Alterations and Tenant's personal property, fixtures, furniture and equipment in the Premises in which case Tenant shall be responsible to the extent Tenant is required to obtain the requisite insurance coverage pursuant to this Lease or such insurance is actually carried by Tenant). Subject to Section 11.5 below, Landlord hereby agrees to indemnify, defend, protect and hold harmless Tenant and any Tenant Party from and against any Claims, Damages and Costs to the extent resulting from the negligence or willful misconduct of Landlord or its agents, contractors or employees and not covered by insurance required to be carried under this Lease by Tenant or actually carried by Tenant; provided, however, that (i) because Landlord maintains insurance on the Project and Tenant compensates Landlord for such insurance as part of Tenant's Percentage Share of Operating Expenses and because of the existence of waivers of subrogation set forth in Section 11.5 of this Lease, Landlord hereby agrees to indemnify, defend, protect and hold Tenant and any Tenant Party harmless from and against any Claims, Damages and Costs to any property outside of the Premises to the extent such Claims, Damages and Costs are covered by such insurance (or would be covered had the insurance required of Landlord hereunder been maintained), even if resulting from the negligent acts, omissions, or willful misconduct of Tenant or those of its agents, contractors, or employees, and (ii) because Tenant must carry insurance pursuant to Section 11.2 to cover its personal property within the Premises and the Alterations and Tenant Improvements, Tenant hereby agrees to indemnify, defend, protect and hold Landlord and any Landlord Party harmless from and against any Claims, Damages and Costs to any property within the Premises, to the extent such Claims, Damages and Costs are covered by such insurance (or would be covered had the insurance required hereunder been maintained), even if resulting from the negligent acts, omissions or willful misconduct of Landlord or those of its agents, contractors, or employees.

Waiver of Liability and Indemnification. Except to the extent expressly provided to the contrary herein and except to the extent caused by the gross negligence or willful misconduct of Landlord, its officers, directors, contractors, agents or employeesherein, Tenant hereby waives all claims and causes of action against Landlord, its partners, advisors, mortgagees, mortgagees and ground lessors and each of their respective officers, managers, directors, employees, contractors, agents, successors and assigns and the Landlord Parties (as defined in Section 24.1collectively, below"LANDLORD PARTIES") for any damage to persons or property (including, without limitation, loss of profits and intangible property) in any way relating to Tenant's use and occupancy of the Premises. Tenant shall indemnify, defend, protect and hold harmless Landlord and each of the Landlord Parties (except to the extent of the losses described below are caused by the gross negligence or willful misconduct of Landlord, its officers, directors, contractors, agents or employees), from and against: (a) any and all claims, losses, damages, obligations, liabilities, costs and expenses (including including, but not limited to to, reasonable attorneys' fees and legal costs) (collectively, "ClaimsCLAIMS, Damages and CostsDAMAGES AND COSTS") which arise out of, are is occasioned by or are is in any way attributable to (i) the use or occupancy of the Premises or any portion of the Project by Tenant, or (ii) the acts or omissions of Tenant or any Tenant Party., or (iii) any default of this Lease by Tenant; and (b) any and all environmental damages which arise from: (i) the Handling of any Tenant's Hazardous Materials, or (ii) the breach of any of the provisions of this Lease. For the purpose of this Lease, "environmental damagesENVIRONMENTAL DAMAGES" shall mean (X) all claims, judgments, damages, penalties, fines, costs, liabilities, and losses (including including, without limitation, diminution in the value of the Premises or any portion of the Project, damages for the loss of or restriction on use of rentable space, and from any adverse impact of Landlord's marketing of space); (Y) all sums paid for settlement of claims, reasonable attorneys' fees, consultants' fees and experts' fees; and (Z) all costs incurred by Landlord in connection with investigation or remediation relating to the Handling of Tenant's Hazardous Materials, Materials necessary for Landlord to make full economic use of the Premises. However, notwithstanding the foregoing, Tenant shall not be required to indemnify and/or hold Landlord or any Landlord Party harmless from any Claims, Damages and Costs, to any person, property or entity to the extent resulting from the negligence or willful misconduct of Landlord or its agents, contractors, or employees (except for damage to the Tenant Improvements, Alterations and Tenant's personal property, fixtures, furniture and equipment in the Premises in which case Tenant shall be responsible to the extent Tenant is required to obtain the requisite insurance coverage pursuant to this Lease or such insurance is actually carried by Tenant). Subject to Section 11.5 below, Landlord hereby agrees to indemnify, defend, protect and hold harmless Tenant and any Tenant Party from and against any Claims, Damages and Costs to the extent resulting from the negligence or willful misconduct of Landlord or its agents, contractors or employees and not covered by insurance required to be carried under this Lease by Tenant or actually carried by Tenant; provided, however, that (i) because Landlord maintains insurance on the Project and Tenant compensates Landlord for such insurance as part of Tenant's Percentage Share of Operating Expenses and because of the existence of waivers of subrogation set forth in Section 11.5 of this Lease, Landlord hereby agrees to indemnify, defend, protect and hold Tenant and any Tenant Party harmless from and against any Claims, Damages and Costs to any property outside of the Premises to the extent such Claims, Damages and Costs are covered by such insurance (or would be covered had the insurance required of Landlord hereunder been maintained), even if resulting from the negligent acts, omissions, or willful misconduct of Tenant or those of its agents, contractors, or employees, and (ii) because Tenant must carry insurance pursuant to Section 11.2 to cover its personal property within the Premises and the Alterations and Tenant Improvements, Tenant hereby agrees to indemnify, defend, protect and hold Landlord and any Landlord Party harmless from and against any Claims, Damages and Costs to any property within the Premises, to the extent such Claims, Damages and Costs are covered by such insurance (or would be covered had the insurance required hereunder been maintained), even if resulting from the negligent acts, omissions or willful misconduct of Landlord or those of its agents, contractors, or employees.

Waiver of Liability and Indemnification. Except The Applicant shall use reasonable care and make reasonable diligent efforts to avoid any harm, injury, or loss of property to any person while using the extent expressly provided pavilion, park equipment and surrounding park area. Applicant agrees to indemnify and hold harmless the contrary herein Riverdale Dunes Metropolitan District No. 1 (the “Released Parties”) from any and except all liability, sums and costs, including attorney fees and all other fees incidental to defend any loss or damages the extent caused by Released Parties may suffer as a result of claims, demands, costs or judgements resulting from Applicant’s use of the gross negligence or willful misconduct of Landlordfacilities. Applicant, its officerssuccessor and assigns assume all liability and risk associated with use of the District’s facilities and hereby releases and agrees to indemnify, directorsdefend and hold harmless the Released Parties, contractorsand their representatives, agents or employees, Tenant hereby waives all claims and causes of action against Landlord, its partners, advisors, mortgagees, ground lessors and each of their respective officers, managers, directorsstaff, employees, contractors, agents, successors and assigns and the Landlord Parties (as defined in Section 24.1, below) for any damage to persons or property (including, without limitation, loss of profits and intangible property) in any way relating to Tenant's use and occupancy of the Premises. Tenant shall indemnify, defend, protect and hold harmless Landlord and each of the Landlord Parties (except to the extent of the losses described below are caused by the gross negligence or willful misconduct of Landlord, its officers, directors, contractors, agents or employees), directors from and against: (a) any and all claims, lossesliability, damages, obligations, liabilities, costs and expenses (including but not limited to reasonable attorneys' fees and legal costs) (collectively, "Claims, Damages and Costs") which arise out of, are occasioned by or are in any way attributable to (i) the use or occupancy of the Premises or any portion of the Project by Tenant, or (ii) the acts or omissions of Tenant or any Tenant Party. (b) any and all environmental damages which arise from: (i) the Handling of any Tenant's Hazardous Materials, or (ii) the breach of any of the provisions of this Lease. For the purpose of this Lease, "environmental damages" shall mean (X) all claims, judgments, damages, penalties, fines, costs, liabilities, and losses (including without limitation, diminution in the value of the Premises or any portion of the Projectinjuries, damages for the loss of or restriction on use of rentable space, and from any adverse impact of Landlord's marketing of space); (Y) all sums paid for settlement of claims, reasonable attorneys' fees, consultants' fees and experts' fees; and (Z) all costs incurred by Landlord Applicant, any of Applicant’s guests, or other persons, in connection with investigation or remediation relating to the Handling of Tenant's Hazardous Materials, necessary for Landlord to make full economic Applicant’s use of the PremisesDistrict’s facilities. HoweverApplicant further acknowledges that he/she has reviewed and evaluated the risks and determined to use the District’s facilities with full knowledge and acceptance of the risks. Applicant understands that the Released Parties do not provide insurance coverage for accidents or injury sustained by Applicant, notwithstanding guests or other persons. Applicant agrees that use of the foregoingDistrict’s facilities shall be undertaken by Applicant and guests at their sole risk, Tenant and the Released Parties shall not be required to indemnify and/or hold Landlord liable for any injuries or any Landlord Party harmless from any Claimsdamage to Applicant, Damages and Costsguests, or other persons, or be subject to any personclaim, property demand, injury or entity damages whatsoever, irrespective of cause or origin. The Released Parties shall not be responsible or liable for articles damaged, lost, or stolen, or for loss or damages to any property. The undersigned evidences by his/her signature that the Applicant and its group or organization has read and will comply with the rules and regulations as stated on the form provided to Applicant. INSURANCE REQUIREMENTS FOR BUSINESS ENTITIES AND VENDORS: Applicant shall, at its own expense, obtain and maintain during the term of this agreement, General Liability Insurance with a limit of $1,000,000 per occurrence and a $2,000,000 general aggregate limit. Applicant will provide a certificate of insurance including Riverdale Dunes Metropolitan District No. 1 as Additional Insureds. Applicant Name (Printed) Signature Date Approved Denied Reviewed by: Date Check # and Date Please be sure to complete the following checklist after completion of the event at the pavilion. The condition of the pavilion after the event in comparison to before the event will determine the extent resulting from to which the negligence or willful misconduct of Landlord or its agents, contractors, or employees (except for damage to the Tenant Improvements, Alterations and Tenant's personal property, fixtures, furniture and equipment in the Premises in which case Tenant shall deposit will be responsible to the extent Tenant is required to obtain the requisite insurance coverage pursuant to this Lease or such insurance is actually carried by Tenant)returned. Subject to Section 11.5 below, Landlord hereby agrees to indemnify, defend, protect and hold harmless Tenant and any Tenant Party from and against any Claims, Damages and Costs to the extent resulting from the negligence or willful misconduct of Landlord or its agents, contractors or employees and not covered by insurance required to be carried under this Lease by Tenant or actually carried by Tenant; provided, however, that (i) because Landlord maintains insurance on the Project and Tenant compensates Landlord for such insurance as part of Tenant's Percentage Share of Operating Expenses and because of the existence of waivers of subrogation set forth in Section 11.5 of this Lease, Landlord hereby agrees to indemnify, defend, protect and hold Tenant and any Tenant Party harmless from and against any Claims, Damages and Costs to any property outside of the Premises to the extent such Claims, Damages and Costs are covered by such insurance (or would be covered had the insurance required of Landlord hereunder been maintained), even if resulting from the negligent acts, omissions, or willful misconduct of Tenant or those of its agents, contractors, or employees, and (ii) because Tenant must carry insurance pursuant to Section 11.2 to cover its personal property within the Premises and the Alterations and Tenant Improvements, Tenant hereby agrees to indemnify, defend, protect and hold Landlord and any Landlord Party harmless from and against any Claims, Damages and Costs to any property within the Premises, to the extent such Claims, Damages and Costs are covered by such insurance (or would be covered had the insurance required hereunder been maintained), even if resulting from the negligent acts, omissions or willful misconduct of Landlord or those of its agents, contractors, or employees.Initial

Waiver of Liability and Indemnification. Except to the extent expressly provided to the contrary herein and except to the extent caused by the gross negligence or willful misconduct of Landlord, its officers, directors, contractors, agents or employeesherein, Tenant hereby waives all claims and causes of action against Landlord, its partners, advisors, mortgagees, mortgagees and ground lessors and each of their respective officers, managers, directors, employees, contractors, agents, successors and assigns and the (collectively, “Landlord Parties (as defined in Section 24.1, belowParties”) for any damage to persons or property (including, without limitation, loss of profits and intangible property) in any way relating to Tenant's ’s use and occupancy of the Premises. Tenant shall indemnify, defend, protect and hold harmless Landlord and each of the Landlord Parties (except to the extent of the losses described below are caused by the gross negligence or willful misconduct of Landlord, its officers, directors, contractors, agents or employees), from and against: (a) against any and all claims, losses, damages, obligations, liabilities, costs and expenses (including including, but not limited to to, reasonable attorneys' ’ fees and legal costs) (collectively, "“Claims, Damages and Costs"”) which arise from an occurrence in, on or about the Premises or which arise out of, are is occasioned by or are is in any way attributable to (ia) the use or occupancy of the Premises or any portion of the Project by Tenant, or (iib) the acts or omissions of Tenant or any Tenant Party. (b) any and all environmental damages which arise from: (i) the Handling of any Tenant's Hazardous Materials, or (iic) the breach any Event of any of the provisions of this LeaseDefault. For the purpose of this Lease, "environmental damages" shall mean (X) all claims, judgments, damages, penalties, fines, costs, liabilities, and losses (including without limitation, diminution in the value of the Premises or any portion of the Project, damages for the loss of or restriction on use of rentable space, and from any adverse impact of Landlord's marketing of space); (Y) all sums paid for settlement of claims, reasonable attorneys' fees, consultants' fees and experts' fees; and (Z) all costs incurred by Landlord in connection with investigation or remediation relating to the Handling of Tenant's Hazardous Materials, necessary for Landlord to make full economic use of the Premises. However, notwithstanding the foregoing, Tenant shall not be required to indemnify and/or hold Landlord or any Landlord Party harmless from any Claims, Damages and Costs, to any person, property or entity to the extent resulting from the negligence or willful misconduct of Landlord or its agents, contractors, or employees (except for damage to the Tenant Improvements, Alterations and Tenant's personal property, fixtures, furniture and equipment in the Premises in which case Tenant shall be responsible to the extent Tenant is required to obtain the requisite insurance coverage pursuant to this Lease or such insurance is actually carried by Tenant). Subject to Section 11.5 below, Landlord hereby agrees to indemnify, defend, protect and hold save Tenant, its agents and employees harmless of and from all liabilities, losses, damages, costs, or expenses, including attorneys’ fees, fines, penalties, judgments, or obligations that the Tenant and any Tenant Party from and against any Claims, Damages and Costs may sustain on account of injuries to the extent resulting from person or property of third parties lawfully on the Common Areas where the injuries are caused by the negligence or willful misconduct of Landlord Landlord, its agents or its agents, contractors employees. This indemnity shall survive termination or employees and not covered by insurance required to be carried under this Lease by Tenant or actually carried by Tenant; provided, however, that (i) because Landlord maintains insurance on the Project and Tenant compensates Landlord for such insurance as part of Tenant's Percentage Share of Operating Expenses and because of the existence of waivers of subrogation set forth in Section 11.5 expiration of this Lease, Landlord hereby agrees to indemnify, defend, protect and hold Tenant and any Tenant Party harmless from and against any Claims, Damages and Costs to any property outside of the Premises to the extent such Claims, Damages and Costs are covered by such insurance (or would be covered had the insurance required of Landlord hereunder been maintained), even if resulting from the negligent acts, omissions, or willful misconduct of Tenant or those of its agents, contractors, or employees, and (ii) because Tenant must carry insurance pursuant to Section 11.2 to cover its personal property within the Premises and the Alterations and Tenant Improvements, Tenant hereby agrees to indemnify, defend, protect and hold Landlord and any Landlord Party harmless from and against any Claims, Damages and Costs to any property within the Premises, to the extent such Claims, Damages and Costs are covered by such insurance (or would be covered had the insurance required hereunder been maintained), even if resulting from the negligent acts, omissions or willful misconduct of Landlord or those of its agents, contractors, or employees.

Waiver of Liability and Indemnification. Except 11.1.1 Subject to the extent expressly provided to the contrary herein Section 11.5 below, Tenant shall indemnify, protect, defend and except to the extent caused by the gross negligence or willful misconduct of hold harmless, Landlord, its officers, directors, contractors, agents or employees, Tenant hereby waives all claims and causes of action against Landlord, its partners, advisors, mortgagees, ground lessors and each of their respective officers, managers, directors, employees, contractorsmembers, agents, successors attorneys and assigns employees, and the Landlord Parties (as defined in Section 24.1any affiliate of Landlord, below) for any damage to persons or property (including, including without limitation, loss of profits any corporations or any other entities controlling, controlled by or under common control with Landlord (collectively, “Landlord Indemnified Parties”), from and intangible propertyagainst any and all claims, suits, demands, liability, damages and expenses, including attorneys’ fees and costs (collectively, “Claims, Damages and Costs”) (but excluding injury to or interference with Landlord’s or any Landlord Indemnified Parties’ business and any consequential damages), arising from or in any way relating to connection with Tenant's ’s use and occupancy or alteration of the Premises or the conduct of its business or from any activity performed or permitted by Tenant in or about the Premises. Tenant shall indemnify, defend, protect and hold harmless Landlord and each the Building or any part of the Landlord Parties (except Project during the Term or prior to the extent Commencement Date if Tenant has been provided access to the Premises, the Building or any part of the losses described below are caused by Project for any purpose, or arising from any breach or default in the gross negligence performance of any obligation on Tenant’s part to be performed under the terms of this Lease, or willful misconduct arising from Tenant’s use of Landlordthe Building Systems in excess of their capacity or arising from any other act, neglect, fault or omission of Tenant or any of its officers, agents, directors, contractors, agents employees, subtenants, assignees, licensees or employees), from and against: (a) invitees. If any and all claims, losses, damages, obligations, liabilities, costs and expenses (including but not limited to reasonable attorneys' fees and legal costs) (collectively, "action or proceeding is brought against any of the Landlord Indemnified Parties for an Claims, Damages and Costs") Costs for which arise out ofTenant is required to indemnify the Landlord Indemnified Parties under this Section 11.1.1, are occasioned by or are in any way attributable to (i) the use or occupancy of the Premises or any portion of the Project by Tenant, upon notice from Landlord, shall defend the same at Tenant’s expense with counsel approved by Landlord, which approval shall not be unreasonably withheld. Tenant’s obligations under this Section 11.1.1 shall survive the expiration or (ii) the acts or omissions of Tenant or any Tenant Party. (b) any and all environmental damages which arise from: (i) the Handling of any Tenant's Hazardous Materials, or (ii) the breach of any of the provisions earlier termination of this Lease. For Notwithstanding any provision to the purpose of contrary in this Lease, "environmental damages" in no event shall mean (X) all claims, judgments, damages, penalties, fines, costs, liabilities, and losses (including without limitation, diminution in the value of the Premises or any portion of the Project, damages for the loss of or restriction on use of rentable space, and from any adverse impact of Landlord's marketing of space); (Y) all sums paid for settlement of claims, reasonable attorneys' fees, consultants' fees and experts' fees; and (Z) all costs incurred by Landlord in connection with investigation or remediation relating to the Handling of Tenant's Hazardous Materials, necessary for Landlord to make full economic use of the Premises. However, notwithstanding the foregoing, Tenant shall not be required to indemnify and/or hold or defend Landlord or any Landlord Party harmless from any Claims, Damages and Costs, to any person, property or entity to the extent resulting from the negligence or willful misconduct of Landlord or its agents, contractors, or employees (except for damage to the Tenant Improvements, Alterations and Tenant's personal property, fixtures, furniture and equipment in the Premises in which case Tenant shall be responsible to the extent Tenant is required to obtain the requisite insurance coverage pursuant to this Lease or such insurance is actually carried by Tenant). Subject to Section 11.5 below, Landlord hereby agrees to indemnify, defend, protect and hold harmless Tenant and any Tenant Party from and against any Claims, Damages and Costs to the extent resulting arising from the Landlord’s negligence or willful misconduct misconduct. 11.1.2 As a material part of Landlord or its agents, contractors or employees and not covered by insurance required the consideration to be carried under this Lease by Tenant or actually carried by Tenant; provided, however, that (i) because Landlord maintains insurance on the Project and Tenant compensates Landlord for such insurance as part of Tenant's Percentage Share of Operating Expenses and because of the existence of waivers of subrogation set forth in Section 11.5 of entering into this Lease, Tenant hereby assumes all risk of and releases, discharges and holds harmless Landlord hereby agrees to indemnify, defend, protect and hold Tenant and any Tenant Party harmless from and against any Claimsand all liability to Tenant for damage to property or injury to persons in, Damages and Costs to any property outside of upon or about the Premises to the extent such Claimsfrom any cause whatsoever, Damages and Costs are covered by such insurance (or would be covered had the insurance required of Landlord hereunder been maintained), even if resulting from the negligent acts, omissions, or willful misconduct of Tenant or those of its agents, contractors, or employees, and (ii) because Tenant must carry insurance pursuant to except as provided in Section 11.2 to cover its personal property within the Premises and the Alterations and Tenant Improvements, Tenant hereby agrees to indemnify, defend, protect and hold Landlord and any Landlord Party harmless from and against any Claims, Damages and Costs to any property within the Premises, to the extent such Claims, Damages and Costs are covered by such insurance (or would be covered had the insurance required hereunder been maintained), even if resulting from the negligent acts, omissions or willful misconduct of Landlord or those of its agents, contractors, or employees.11.1.3