Common use of Hazardous Material Indemnity Clause in Contracts

Hazardous Material Indemnity. Borrower hereby agrees to indemnify, hold harmless and defend (by counsel reasonably satisfactory to the Administrative Agent) the Administrative Agent, the Collateral Agent and each of the Lenders and their respective directors, officers, employees, agents, successors and assigns from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action requirements, enforcement actions of any kind, and all reasonable costs and expenses incurred in connection therewith (including but not limited to reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by the Administrative Agent or any Lender, and expenses to the extent that the defense of any such action has not been assumed by Borrower), arising directly or indirectly out of (i) the presence on, in, under or about any Real Property of any Hazardous Materials, or any releases or discharges of any Hazardous Materials on, under or from any Real Property and (ii) any activity carried on or undertaken on or off any Real Property by Borrower or any of its predecessors in title, whether prior to or during the term of this Agreement, and whether by Borrower or any predecessor in title or any employees, agents, contractors or subcontractors of Borrower or any predecessor in title, or any third persons at any time occupying or present on any Real Property, in connection with the handling, treatment, removal, storage, decontamination, clean-up, transport or disposal of any Hazardous Materials at any time located or present on, in, under or about any Real Property. The foregoing indemnity shall further apply to any residual contamination on, in, under or about any Real Property, or affecting any natural resources, and to any contamination of any Property or natural resources arising in connection with the generation, use, handling, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with applicable Laws, but the foregoing indemnity shall not apply to Hazardous Materials on any Real Property, the presence of which is caused by the Administrative Agent or the Lenders. Borrower hereby acknowledges and agrees that, notwithstanding any other provision of this Agreement or any of the other Loan Documents to the contrary, the obligations of Borrower under this Section shall be unlimited corporate obligations of Borrower and shall not be secured by any Lien on any Real Property. Any obligation or liability of Borrower to any Indemnitee under this Section 11.22 shall survive the expiration or termination of this Agreement and the repayment of all Loans and the payment and performance of all other Obligations owed to the Lenders.

Hazardous Material Indemnity. Borrower hereby agrees to indemnifyThe term “Hazardous Material” means any hazardous or toxic substance, hold harmless and defend (material or waste which is or becomes regulated by counsel reasonably satisfactory to the Administrative Agent) the Administrative Agentany local governmental authority, the Collateral Agent State of Indiana, or the United States government and each of the Lenders includes, without limitation, any material or substance that is: (a) medical waste; (b) toxic, ignitable, reactive, radioactive, contagious or life threatening; (c) bodily fluids and their respective directorsparts; (d) defined as a “hazardous substance,” “hazardous waste” or “extremely hazardous waste” pursuant to any state, officersfederal or local statute, employeesordinance, agentsrule or regulation, successors and assigns from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action requirements, enforcement actions of any kind, and all reasonable costs and expenses incurred in connection therewith (including but not limited to, asbestos, polychlorobiphenyls, oil, petroleum products and their by-products; or (e) designated by Landlord, in its sole discretion to reasonable attorneys’ fees be hazardous to human health or property and which Landlord determines must be cleaned up, removed, or otherwise treated, whether or not the reasonably allocated costs substance is considered hazardous for the purposes of attorneys employed any federal or state statutes or local laws. Tenant shall not cause or permit any Hazardous Material to be brought upon, kept, flushed into sanitary sewers or used in or about the Premises by the Administrative Agent Tenant, Tenant’s agents, employees, contractors or invitees, without the prior written consent of the County. The Group Members’ Losses arising under any breach by Tenant of this Section 16, which shall be indemnified by Tenant pursuant to Section 22 hereof, shall include but not be limited to, diminution of value of the Premises, damages arising from any adverse impact on marketing of space, cost incurred in connection with any investigation of site conditions, or any Lendercleanup, and expenses to remedial, removal, or restoration work required by any federal, state, or local governmental agency or political subdivision because of Hazardous Material present on the extent that Premises or in the defense of any such action has not been assumed by Borrower)soil or ground water on or under the Premises. Without limiting the foregoing, arising directly or indirectly out of (i) if the presence on, in, under or about any Real Property of any Hazardous Materials, Material on the Premises caused or any releases or discharges of any Hazardous Materials on, under or from any Real Property and (ii) any activity carried on or undertaken on or off any Real Property permitted by Borrower or any of its predecessors Tenant results in title, whether prior to or during the term of this Agreement, and whether by Borrower or any predecessor in title or any employees, agents, contractors or subcontractors of Borrower or any predecessor in title, or any third persons at any time occupying or present on any Real Property, in connection with the handling, treatment, removal, storage, decontamination, clean-up, transport or disposal of any Hazardous Materials at any time located or present on, in, under or about any Real Property. The foregoing indemnity shall further apply to any residual contamination on, in, under or about any Real Property, or affecting any natural resources, and to any contamination of any Property or natural resources arising in connection with the generationPremises, use, handling, storage, transport or disposal Tenant shall promptly take all actions at its sole expense as are necessary to return the Premises to the condition existing prior to the introduction of any such Hazardous Materials, and irrespective Material. The provisions of whether any of such activities were or will this Section 16 shall be undertaken in accordance with applicable Laws, but the foregoing indemnity shall not apply addition to Hazardous Materials on any Real Property, the presence of which is caused by the Administrative Agent or the Lenders. Borrower hereby acknowledges and agrees that, notwithstanding any other provision of this Agreement obligations and liabilities Tenant may have to Landlord at law or any of the other Loan Documents to the contrary, the obligations of Borrower under this Section shall be unlimited corporate obligations of Borrower equity and shall not be secured by any Lien on any Real Property. Any obligation or liability of Borrower to any Indemnitee under this Section 11.22 shall survive the termination or expiration or termination of this Agreement and the repayment of all Loans and the payment and performance of all other Obligations owed to the LendersLease.

Hazardous Material Indemnity. Borrower hereby agrees (a) Tenant shall not cause or permit any Hazardous Material (as hereinafter defined) to indemnifybe brought upon, hold harmless and defend (kept, or used in or about the Demised Premises by counsel reasonably satisfactory to the Administrative Agent) the Administrative AgentTenant, the Collateral Agent and each of the Lenders and their respective directors, officersits agents, employees, contractors or invitees, without the prior written consent of Landlord (which Landlord shall not unreasonably withhold as long as Tenant demonstrates to Landlord’s reasonable satisfaction that such Hazardous Material is necessary or useful to Tenant’s business and will be used, kept and stored in a manner that complies with all laws regulating any such Hazardous Material so brought upon or used or kept in or about the Demised Premises). If (i) Tenant breaches the obligations stated in the preceding sentence, (ii) the presence (whether consented to by Landlord or otherwise) of Hazardous Material on the Demised Premises or on or in the soil or ground water under or adjacent to the Demised Premises caused or permitted by Tenant, its agents, successors employees, contractors or invitees results in contamination of the Demised Premises or such soil or ground water, (iii) contamination of the Demised Premises or such soil or ground water by Hazardous Material otherwise occurs for which Tenant is legally liable to Landlord for damage resulting therefrom, or (iv) contamination occurs elsewhere in connection with the transportation by Tenant of Hazardous Material to or from the Shopping Center, then Tenant shall indemnify, protect, defend and assigns hold Landlord harmless from and against any and all claims, lossesjudgments, damages, liabilitiespenalties, fines, penaltiescosts, chargesexpenses, administrative and judicial proceedings and ordersliabilities or losses (including, judgmentswithout limitation, remedial action requirementsdiminution in value of the Demised Premises or the Shopping Center or any part thereof, enforcement actions damages for the loss or restriction on use of rentable or usable space or of any kindamenity of the Demised Premises or the Shopping Center or any part thereof, damages arising from any adverse impact on marketing of space with respect to the Demised Premises or the Shopping Center or any part thereof, and all reasonable sums paid in settlement of claims, attorneys’ fees, consultant fees and expert fees) which arise during or after the Lease term as a result of such contamination. The foregoing obligation of Tenant to indemnify, protect, defend and hold Landlord harmless includes, without limitation, costs and expenses incurred in connection therewith (including but not limited to reasonable attorneys’ fees and the reasonably allocated costs with any investigation of attorneys employed by the Administrative Agent site conditions or any Lendercleanup, and expenses to the extent that the defense remedial, removal, restoration or other response work required by any federal, state, or local governmental agency or political subdivision because of Hazardous Material present, as a result of any such action has not been assumed by Borrower)or inaction on the part of Tenant, arising directly its agents, employees, contractors or indirectly out of (i) invitees, in the presence on, in, under Demised Premises or about any Real Property of any Hazardous Materials, the soil or any releases or discharges of any Hazardous Materials ground water on, under or from any Real Property and (ii) any activity carried on or undertaken on or off any Real Property by Borrower or any of its predecessors in title, whether prior adjacent to or during the term of this Agreement, and whether by Borrower or any predecessor in title or any employees, agents, contractors or subcontractors of Borrower or any predecessor in titleDemised Premises, or any third persons at any time occupying or present on any Real Property, elsewhere in connection with the handlingtransportation by Tenant of Hazardous Material to or from the Shopping Center. Without limiting the foregoing, treatment, removal, storage, decontamination, clean-up, transport or disposal if the presence of any Hazardous Materials at any time located Material on or present on, in, in the Demised Premises or the soil or ground water under or about any Real Property. The foregoing indemnity shall further apply adjacent to any residual contamination on, in, under the Demised Premises caused or about any Real Propertypermitted by Tenant, or affecting any natural resourcesits agents, and to employees, contractors or invitees results in any contamination of any Property the Demised Premises, Tenant shall promptly take all actions at its sole expense as are necessary to return the Demised Premises or natural resources arising in connection with such soil or ground water to the generation, use, handling, storage, transport or disposal condition existing prior to the introduction of any such Hazardous MaterialsMaterial to the Demised Premises, and irrespective of whether any or to such soil or ground water; provided that Landlord’s approval of such activities were or will actions shall first be undertaken in accordance with applicable Lawsobtained, but the foregoing indemnity shall not apply to Hazardous Materials on any Real Property, the presence of which is caused by the Administrative Agent or the Lenders. Borrower hereby acknowledges and agrees that, notwithstanding any other provision of this Agreement or any of the other Loan Documents to the contrary, the obligations of Borrower under this Section shall be unlimited corporate obligations of Borrower and approval shall not be secured by unreasonably withheld so long as such actions would not potentially have any Lien material adverse long-term or short-term effect on any Real Property. Any obligation or liability of Borrower to any Indemnitee under this Section 11.22 shall survive the expiration or termination of this Agreement and the repayment of all Loans and the payment and performance of all other Obligations owed to the LendersDemised Premises.