Common use of By Lessee Clause in Contracts

By Lessee. Lessee shall indemnify the Lessor, the Lessor’s Representative, and their Board members, directors, officers, employees, agents and authorized volunteers (the “Lessor Indemnitees”) against and will hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities that may be asserted or claimed by any person, firm entity, corporation, political subdivision or other organization (collectively “Losses”) arising out of or in connection with the installation, operation or activities of Lessee, its agents, employees, subcontractors or invitees, provided for herein, whether or not there is concurrent passive or active negligence on the part of the Lessor Indemnitees for injury to or death of persons, including, but not limited to, employees of Lessee or Lessor, and damage or destruction of property, including, but not limited to, property of Lessee, any utility company or Lessor, or other loss or damage incurred by Lessor, but only to the extent caused by (A) the negligence, fraud or willful misconduct of Lessee, its agents, officers, directors, employees or contractors on or at the Premises or the Sites in connection with this Agreement or (B) the material breach by Lessee of any of its obligations under this Agreement, but excluding such actions, claims, damages to persons or property penalties, obligations or liabilities arising from the sole established negligence, fraud or willful misconduct of the Lessor, the Lessor’s Representative, or those who are directly responsible to them. In connection therewith: (a) Lessee will defend any action or actions filed in connection with any of said claims, damages, penalties, obligations or liabilities and will pay all costs and expenses, including attorney's fees incurred in connection therewith; and (b) Lessee will promptly pay any judgment rendered against Lessee, and/or the Lessor Indemnitees covering such claims, damages, penalties, obligations and liabilities arising out of or in connection with such installation, operations, or activities of Lessee hereunder and Lessee agrees to save and hold the Lessor Indemnitees harmless therefore.

By Lessee. Lessee shall indemnify the Lessor, the Lessor’s Representative, and their Board members, directors, officers, employees, agents and authorized volunteers (the “Lessor Indemnitees”) against and will hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities that may be asserted or claimed by any person, firm entity, corporation, political subdivision or other organization (collectively “Losses”) arising out of or in connection with the installation, operation or activities of Lessee, its agents, employees, subcontractors or invitees, provided for herein, whether or not there is concurrent passive or active negligence on the part of the Lessor Indemnitees for injury to or death of persons, including, but not limited to, employees of Lessee or Lessor, and damage or destruction of property, including, but not limited to, property of Lessee, any utility company or Lessor, or other loss or damage incurred by Lessor, but only to the extent caused by (A) the negligence, fraud or willful misconduct of Lessee, its agents, officers, directors, employees or contractors on or at the Premises or the Sites in connection with this Agreement or (B) the material breach by Lessee of any of its obligations under this Agreement, but excluding such actions, claims, damages to persons or property penalties, obligations or liabilities arising from the sole established negligence, fraud or willful misconduct of the Lessor, the Lessor’s Representative, or those who are directly responsible to them. In connection therewith: (a) Lessee will defend any action or actions filed in connection with any of said claims, damages, penalties, obligations or liabilities and will pay all costs and expenses, including attorney's fees incurred in connection therewith; and (b) Lessee will promptly pay any judgment rendered against Lessee, and/or the Lessor Indemnitees covering such claims, damages, penalties, obligations and liabilities arising out of or in connection with such installation, operations, or activities of Lessee hereunder and Lessee Xxxxxx agrees to save and hold the Lessor Indemnitees harmless therefore.

By Lessee. Except as specifically permitted under this Lease, Lessee shall indemnify not, without the prior written consent of Lessor, assign any of its rights in, to or under this Lease or the Lease Supplement, or Permitted Sublease or otherwise transfer its interest in the Aircraft. Any such assignment, Permitted Sublease or transfer shall in no way relieve Lessee from any obligation under this Lease, which shall be and remain primary obligations of Lessee. The rights of any Permitted Sublessee shall be subject and subordinate to all the terms of this Lease (and the Permitted Sublease shall expressly so state). Each Permitted Sublease in excess of one year by its term shall be assigned to or for the benefit of Lessor. Notwithstanding the foregoing, Lessee shall not sell all or substantially all of its assets or merge or consolidate with any other Person, without the consent of the Lessor; provided, however, that notwithstanding the foregoing, Lessee shall have the right, without the consent of Lessor’s Representative, and their Board members, directors, officers, employees, agents and authorized volunteers (the “Lessor Indemnitees”) against and will hold and save them and each of them harmless from to merge with any and all actions, claims, damages to persons or property, penalties, obligations or liabilities that may be asserted or claimed by any person, firm entity, corporation, political subdivision or other organization (collectively “Losses”) arising out of or in connection with the installation, operation or activities of Lessee, its agents, employees, subcontractors or inviteesPerson, provided for herein, whether or not there is concurrent passive or active negligence on the part of the Lessor Indemnitees for injury to or death of persons, including, but not limited to, employees of Lessee or Lessor, and damage or destruction of property, including, but not limited to, property of Lessee, any utility company or Lessor, or other loss or damage incurred by Lessor, but only to the extent caused by that (A) the negligenceimmediately after any such transaction, fraud or willful misconduct no Event of LesseeDefault has occurred and is continuing, its agents, officers, directors, employees or contractors on or at the Premises or the Sites in connection with this Agreement or and (B) such Person which is to be the material breach transferee or surviving or acquiring corporation in such transaction (i) shall be duly organized and validly existing under the laws of the United States of 45 America or a state thereof, or the District of Columbia, and a "citizen of the United States" as defined in 49 U.S.C. ss. 40102(a)(15) of the Transportation Act, (ii) shall be a U.S. Air Carrier, (iii) shall (unless Lessee is the survivor), by Lessee agreement in writing, which shall be in form and substance reasonably satisfactory to Lessor, expressly assume the due and punctual payment of any of its obligations the Rent and other sums due and to become the due under this AgreementLease and the due and punctual performance and observance of all the covenants and provisions of this Lease, but excluding such actionsand (C) in all cases, claims, damages to persons the assignee or property penalties, obligations transferee of Lessee's assets or liabilities arising from the sole established negligence, fraud or willful misconduct survivor of the Lessor, merger or consolidation has a tangible net worth at least equal to Lessee's tangible net worth as of the Lessor’s Representative, or those who are directly responsible to them. In connection therewith: (a) Lessee will defend any action or actions filed in connection with any of said claims, damages, penalties, obligations or liabilities and will pay all costs and expenses, including attorney's fees incurred in connection therewith; and (b) Lessee will promptly pay any judgment rendered against Lessee, and/or the Lessor Indemnitees covering such claims, damages, penalties, obligations and liabilities arising out of or in connection with such installation, operations, or activities of Lessee hereunder and Lessee agrees to save and hold the Lessor Indemnitees harmless thereforedate hereof.

By Lessee. LESSEE WILL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, SUBLEASE OR OTHERWISE RELINQUISH POSSESSION OF ANY ITEM OF EQUIPMENT, OR ASSIGN, TRANSFER OR ENCUMBER ITS RIGHTS, INTERESTS OR OBLIGATIONS HEREUNDER AND ANY ATTEMPTED SUBLEASE, RELINQUISHMENT, ASSIGNMENT, TRANSFER OR ENCUMBERING BY LESSEE SHALL BE NULL AND VOID. Lessee may, without Lessor's consent, sublease any Item of Equipment to any affiliate or wholly-owned subsidiary of Lessee provided that (i) no Event of Default has occurred and is continuing hereunder, (ii) any such sublease shall indemnify be subject and subordinate in all respects to this Lease and the Lessorrights of Lessor (and any Assignee) hereunder, (iii) the Lessor’s Representativesublease term shall in no event exceed the then remaining portion of the Term of such Item of Equipment, and their Board membersany Renewal Term thereof, directors, officers, employees, agents and authorized volunteers (the “Lessor Indemnitees”) against and will hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities that may be asserted or claimed by any person, firm entity, corporation, political subdivision or other organization (collectively “Losses”) arising out of or in connection with the installation, operation or activities of Lessee, its agents, employees, subcontractors or invitees, provided for herein, whether or not there is concurrent passive or active negligence on the part of the Lessor Indemnitees for injury to or death of persons, including, but not limited to, employees of Lessee or Lessor, and damage or destruction of property, including, but not limited to, property of Lessee, any utility company or Lessor, or other loss or damage incurred by Lessor, but only to the extent caused by (A) the negligence, fraud or willful misconduct of Lessee, its agents, officers, directors, employees or contractors on or at the Premises or the Sites in connection with this Agreement or (B) the material breach by Lessee of any of its obligations under this Agreement, but excluding such actions, claims, damages to persons or property penalties, obligations or liabilities arising from the sole established negligence, fraud or willful misconduct of the Lessor, the Lessor’s Representative, or those who are directly responsible to them. In connection therewith: (aiv) Lessee will defend provide Lessor with the name and address of each such sublessee and the location of each subleased Item of Equipment, which location will in no event be outside of the continental limits of the United States, and (v) Lessee shall, and shall cause any action or actions filed such sublessee to, execute and deliver such instruments (including sublease agreements and Uniform Commercial Code financing statements) as may be reasonably requested by Lessor in connection with any such sublease, and to provide copies of said claims, damages, penalties, obligations or liabilities and will pay all costs and expenses, including attorneyeach sublease agreement to Lessor upon Lessor's fees incurred in connection therewith; and (b) written request. No such subleasing by Lessee will promptly pay reduce any judgment rendered against Lessee, and/or of the Lessor Indemnitees covering such claims, damages, penalties, obligations and liabilities arising out of or in connection with such installation, operations, or activities of Lessee hereunder or the rights of Lessor (and any Assignee) hereunder, and all of the obligations of Lessee agrees hereunder shall be and remain primary and shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety. Any sublease shall, if requested by Lessor (or any Assignee) be assigned by Lessee (with such assignment to save and hold be consented to by the sublessee thereof) to Lessor Indemnitees harmless thereforeor any such Assignee.

By Lessee. To the full extent not prohibited by applicable law and except as otherwise provided in this Lease, Lessee shall indemnify the protect, indemnify, save harmless and defend Lessor, the Lessor’s Representative, 's Beneficiary and their Board membersrespective Protected Persons, directorsfrom and against any and all Claims imposed upon, officersasserted against or incurred by Lessor, Lessor's Beneficiary or any of their respective Protected Persons arising from or in any way related to (i) the conduct, management or occupancy of, or from the Work or any other work or thing whatsoever done in and on, the Premises, the Buildings and any other Improvements or any part thereof, during the Term of this Lease; (ii) any condition of the Premises, the Buildings and any other Improvements, or any part thereof during the Term of this Lease; (iii) any breach or default on the part of Lessee in the performance of any term, covenant, condition, obligation or agreement on the part of Lessee to be performed or met under this Lease; (iv) any act or negligence of Lessee or any Tenant, or any of Lessee's or any Tenant's respective agents, contractors, servants, employees, agents and authorized volunteers or licensees; (v) any accident, injury or damage whatsoever caused to any Person occurring during the “Lessor Indemnitees”Term of this Lease, in or on the Premises, the Buildings or any other Improvements, or any part thereof; (vi) against and will hold and save them and each the generation, presence, disposal, release or threatened release of them harmless any Hazardous Substances on over, under, from or affecting the Premises or the Project caused or permitted by Lessee or any and all actionsTenant, claimsor any of Lessee's or any Tenant's respective agents, damages to persons contractors, servants, employees or propertylicensees, penalties, obligations or liabilities that may be asserted anyone acting by through or claimed by under any person, firm entity, corporation, political subdivision of them; (vii) any personal injury (including wrongful death) or other organization property damage (collectively “Losses”real ​ or personal) arising out of or in connection relating to any such generation, presence, disposal, release or threatened release of any Hazardous Substances; or (viii) any violations of or failure to comply with the installation, operation or activities of Lessee, its agents, employees, subcontractors or invitees, provided for herein, whether or not there is concurrent passive or active negligence on the part of the Lessor Indemnitees for injury to or death of persons, including, but not limited to, employees of Lessee or Lessor, and damage or destruction of property, including, but not limited to, property of Lessee, any utility company or Lessor, or other loss or damage incurred by Lessor, but only Environmental Laws with respect to the extent caused by (A) the negligence, fraud or willful misconduct operation of Lessee, its agents, officers, directors, employees or contractors on or at the Premises or the Sites in connection with this Agreement construction, ownership or (B) the material breach by Lessee of any of its obligations under this Agreement, but excluding such actions, claims, damages to persons or property penalties, obligations or liabilities arising from the sole established negligence, fraud or willful misconduct operation of the Lessor, the Lessor’s Representative, or those who are directly responsible to themProject (excluding any Pre-Existing Environmental Conditions). In connection therewith: (a) Lessee will defend any action or actions filed in connection with any of said claims, damages, penalties, obligations or liabilities and will pay all costs and expenses, including attorney's fees incurred in connection therewith; and (b) Lessee will promptly pay any judgment rendered against Lessee, and/or the Lessor Indemnitees covering such claims, damages, penalties, obligations and liabilities arising out of or in connection with such installation, operations, or activities of Lessee hereunder and Lessee agrees to save and hold the Lessor Indemnitees harmless therefore.​