Common use of Hazardous Materials Indemnification Clause in Contracts

Hazardous Materials Indemnification. Tenant hereby assumes for itself and shall indemnify and defend Landlord Parties, at Tenant's sole cost and expense and with counsel reasonably selected by Landlord, and hold the Landlord Parties harmless from any and all claims, demands, liability, losses, causes of actions and suits of any kind, administrative or judicial proceedings, orders, (judicial or administrative), judgments, and all Related Costs (whether or not based upon personal injury, negligence, strict liability, property damage, or contamination of, or adverse effects upon, the environment (including soil, subsoil media, indoor air, improvements, structures, surface waters, sediments, ground waters and/or natural resources), including any loss of or damage to Landlord's real or personal property, and claims for cost recovery and contribution), which occur or arise before, during or after the Term relating to, or resulting from, any Hazardous Materials Activity, Tenant Hazardous Material or any Pre-Existing Hazardous Material or any breach by Tenant under this Article 21. Tenant's obligations under this Article 21 (including the indemnification of Landlord by Tenant under this section) include, without limitation, any Environmental Cleanup required by this Lease or Environmental Law, costs incurred in connection with any investigation of site conditions or any cleanup, treatment, remedial, removal, or restoration work required by this Lease or any federal, state or local Government Agency because of Hazardous Materials present in the soil, subsoil media, indoor air, improvements, structures, surface waters, sediments, ground waters and/or natural resources above, on, or under the Premises consistent with Tenant's obligations set forth in this Lease. The obligations apply whether or not the concentrations of any such Hazardous Material are material, the concentrations exceed state or federal maximum contaminant or action levels, or any Government Agency has issued a clean-up or other order. Landlord shall have a direct right of action against Tenant even if no third party has asserted a claim. Furthermore, Landlord shall have the right to assign said indemnity and Environmental Cleanup requirements under this Article 21. This indemnification and Environmental Cleanup requirements under this Article 21 include, but are not necessarily limited to: (a) Losses attributable to diminution in the value of the Premises; (b) Losses of rental or other income from the Premises;‌ (c) Loss of or damage to natural resources; (d) Loss or restriction of use of rentable space(s) in the Premises; (e) Adverse effect on the marketing of any space(s) in the Premises;‌ (f) All other liabilities, obligations, penalties, fines, claims, actions (including remedial or enforcement or cost recovery or contribution actions of any kind and administrative or judicial proceedings, orders, or judgments), damages (including consequential and punitive damages), and costs (including attorney (whether with in-house or outside counsel or both), consultant, and expert fees and expenses); and (g) All Related Costs (including, without limitation, reasonable attorneys' fees (whether with in-house or outside counsel or both), consulting fees and subcontracted costs) incurred by Landlord in undertaking any assessment or remediation of the Premises that is not fully resolved by Tenant by the time this Lease terminates or expires.

Hazardous Materials Indemnification. As used in this Lease, “Hazardous Substances or Waste” are those materials defined by Environmental Laws as such. “Environmental Laws” shall include, but not be limited to, each and every federal, state and local law, statute, code, ordinance, regulation, rule or other requirement of governmental authorities having jurisdiction over the Leased Premises (including, but not limited to, consent decrees and judicial or administrative orders), relating to the environment, including but not limited to, those applicable for the storage, treatment, disposal, handling and release of any Hazardous Substance or Waste, all as amended or modified from time to time. Landlord represents and warrants to Tenant hereby assumes for itself that: (i) no Hazardous Substances or Waste are present, or were installed, exposed, released or discharged in, on or under the Building or the Leased Premises and shall indemnify (ii) the Leased Premises have been used and defend operated in compliance with all Environmental Laws. Landlord Partiesfurther represents that it shall, at Tenant's sole cost to the extent it is within its reasonable control: (a) maintain and expense and operate the Leased Premises in compliance with counsel reasonably selected by Landlordall Environmental Laws, and (b) comply (or cause the compliance) with all orders issued thereunder. Landlord shall indemnify, protect and hold the Landlord Parties harmless Tenant and each of Tenant’s directors, officers, employees, agents, successors and assigns, from and against any and all claims, demands, liability, losses, causes of actions and suits of any kind, administrative or judicial proceedings, orders, (judicial or administrative), judgments, and all Related Costs (whether or not based upon personal injury, negligence, strict liability, property damage, or contamination of, or adverse effects upon, the environment (including soil, subsoil media, indoor air, improvements, structures, surface waters, sediments, ground waters and/or natural resources), including any loss of or damage to Landlord's real or personal property, and claims for cost recovery and contribution), which occur or arise before, during or after the Term relating to, or resulting from, any Hazardous Materials Activity, Tenant Hazardous Material or any Pre-Existing Hazardous Material or any breach by Tenant under this Article 21. Tenant's obligations under this Article 21 (including the indemnification of Landlord by Tenant under this section) include, without limitation, any Environmental Cleanup required by this Lease or Environmental Law, costs incurred in connection with any investigation of site conditions or any cleanup, treatment, remedial, removal, or restoration work required by this Lease or any federal, state or local Government Agency because of Hazardous Materials present in the soil, subsoil media, indoor air, improvements, structures, surface waters, sediments, ground waters and/or natural resources above, on, or under the Premises consistent with Tenant's obligations set forth in this Lease. The obligations apply whether or not the concentrations of any such Hazardous Material are material, the concentrations exceed state or federal maximum contaminant or action levels, or any Government Agency has issued a clean-up or other order. Landlord shall have a direct right of action against Tenant even if no third party has asserted a claim. Furthermore, Landlord shall have the right to assign said indemnity and Environmental Cleanup requirements under this Article 21. This indemnification and Environmental Cleanup requirements under this Article 21 include, but are not necessarily limited to: (a) Losses attributable to diminution in the value of the Premises; (b) Losses of rental or other income from the Premises;‌ (c) Loss of or damage to natural resources; (d) Loss or restriction of use of rentable space(s) in the Premises; (e) Adverse effect on the marketing of any space(s) in the Premises;‌ (f) All other liabilities, obligations, penalties, fines, judgments, forfeitures, losses, costs or expenses (including reasonable attorney’s fees, consultants fees and experts fees) for the death of or injury to any person or damage to any property, or adverse effects on the environment, arising from or caused in whole or in part, directly or indirectly, by: (i) the presence in, on or under the Building or the Leased Premises; or the discharge or release, in or from the Building or the Leased Premises, of any Hazardous Substances or Waste unless such presence, discharge or release is caused by Tenant’s activities on or under the Building or in the Leased Premises; (ii) Landlord’s failure to comply with Environmental Laws; (iii) material breach by Landlord of its warranties, representations, agreements or covenants contained in this Lease; (iv) any grossly negligent or willful act or omission of Landlord relating (directly or indirectly) to this Lease, the tenancy created under this Lease or the Leased Premises; and (v) any violation of CERCLA or any other Environmental Laws now in effect or hereinafter enacted, by Landlord or Landlord’s subcontractor and their respective officers, directors, agents and employees. For the purposes of this indemnity the acts or omissions of Landlord or its permittees, whether or not they are negligent, intentional, willful or unlawful, shall be attributable to Landlord, and Landlord’s obligations shall survive the expiration of the Term and any renewals or extensions thereof. Tenant shall indemnify, protect and hold harmless Landlord and each of Landlord’s partners, directors, officers, employees, agents, successors and assigns from and against any and all claims, actions liabilities, penalties, fines, judgments, forfeitures, losses, costs or expenses (including remedial reasonable attorney’s fees, consultants fees and experts fees) for the death of or enforcement injury to any person or cost recovery damage to any property, or contribution actions adverse effects on the environment, arising from or caused in whole or in part, directly or indirectly, by (i) the presence in, on or under the Building or the Leased Premises in violation of any kind applicable Environmental Laws; or the discharge or release, in or from the Building or the Leased Premises, of any Hazardous Substances or Waste provided such presence, discharge or release is caused by Tenant’s activities on or under the Building or in the Leased Premises in violation of any applicable Environmental Laws; (ii) material breach by Tenant of its warranties, representations, agreements or covenants contained in this Lease; (iii) any grossly negligent or willful act or omission of Tenant relating (directly or indirectly) to this Lease, the tenancy created under this Lease or the Leased Premises; and administrative (iv) any violation of CERCLA or judicial proceedingsany other Environmental Laws now in effect or hereinafter enacted, ordersby Tenant or Tenant’s subcontractor and their respective officers, directors, agents and employees. For the purposes of this indemnity the acts or omissions of Tenant or its permittees, whether or not they are negligent, intentional, willful or unlawful, shall be attributable to Tenant, and Tenant’s obligation shall survive the expiration of the Term and any renewals or extensions thereof. It is understood and agreed that if Landlord or Tenant is involuntarily made a party defendant to any litigation concerning this Lease or the Leased Premises, or judgments)concerning any mechanic’s liens or materialman’s liens, damages (then Landlord and Tenant shall protect, defend and hold harmless the other from all loss or damage by reason thereof, including consequential and punitive damages), and costs (including attorney (whether with in-house or outside counsel or both), consultant, and expert reasonable attorney’s fees and expenses); and (g) All Related Costs (including, without limitation, reasonable attorneys' fees (whether with in-house or outside counsel or both), consulting fees and subcontracted costs) so incurred by Landlord the other in undertaking any assessment or remediation of the Premises that is not fully resolved by Tenant by the time this Lease terminates or expiressuch litigation and all taxable court costs.

Hazardous Materials Indemnification. Tenant hereby assumes for itself and shall indemnify and indemnify, defend Landlord Parties, at Tenant's sole cost and expense and with counsel reasonably selected by Landlord, and hold the Landlord Parties Port, City and their Agents harmless from any and all claims, demands, liability, losses, causes of actions and suits of any kind, administrative or judicial proceedings, orders, (judicial or administrative), judgments, and all Related Costs (whether damages, penalties, fines, costs, liabilities or not based upon personal injury, negligence, strict liability, property damage, or contamination of, or adverse effects upon, the environment (including soil, subsoil media, indoor air, improvements, structures, surface waters, sediments, ground waters and/or natural resources), including any loss of or damage to Landlord's real or personal property, and claims for cost recovery and contribution), losses which occur or arise before, during or after the Term relating to, of this Lease or resulting from, any during or after Tenant's prior occupancy of the Premises as a result of the Handling of Hazardous Materials Activityon the Premises by Tenant, Tenant Hazardous Material its Agents or any Pre-Existing Hazardous Material or any breach by Tenant under this Article 21. Tenant's obligations under this Article 21 (Invitees, including the indemnification of Landlord by Tenant under this section) include, without limitation, all costs of investigating and remediating the same, damages for diminution in the value of the Premises, damages for the loss or restriction on use of rentable or usable space or of any Environmental Cleanup required amenity of the Premises, damages arising from any adverse impact on marketing of any such space and sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees. This indemnification of Port and City by this Lease or Environmental LawTenant includes, but is not limited to, costs incurred in connection with any investigation of site conditions or any cleanupclean-up, treatmentremediation, remedial, removal, removal or restoration work requested by Port or required by this Lease or any federal, state or local Government Agency governmental agency or political subdivision because of Hazardous Materials Material present in the soilsoil or groundwater in, subsoil media, indoor air, improvements, structures, surface waters, sediments, ground waters and/or natural resources above, on, on or under the Premises consistent with or in any Improvements as a result of the Release of Hazardous Materials on the Premises occuring during the Term of this Lease or during Tenant's prior occupancy of the Premises. Without limiting the foregoing, if the presence of any Hazardous Material in, on, under or about the Premises caused or permitted by Tenant results in any contamination of the Premises, Tenant, at its sole expense, promptly shall take all action that is necessary to return the Premises to the condition existing prior to the introduction of such Hazardous Material in, on, under or about the Premises; provided that Port approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions could not potentially have any material adverse effect upon the Premises. Tenant's obligations set forth in hereunder shall survive the termination of this Lease." 12. The obligations apply whether or not SECTION 21.8 (ASSIGNMENT OF SUBLEASE RENTS) IS AMENDED BY ADDING THE FOLLOWING SENTENCE THERETO: "In no event shall Tenant be entitled to a rent credit against the concentrations of Interim Base Rent due and payable under Lease No. L-11320 for any such Hazardous Material are material, the concentrations exceed state or federal maximum contaminant or action levels, or rents Tenant receives pursuant to any Government Agency has issued a clean-up or other order. Landlord shall have a direct right of action against Tenant even if no third party has asserted a claim. Furthermore, Landlord shall have the right to assign said indemnity and Environmental Cleanup requirements under this Article 21. This indemnification and Environmental Cleanup requirements under this Article 21 include, but are not necessarily limited to: (a) Losses attributable to diminution in the value of the Premises; (b) Losses of rental or other income from the Premises;‌ (c) Loss of or damage to natural resources; (d) Loss or restriction of use of rentable space(s) in the Premises; (e) Adverse effect on the marketing of any space(s) in the Premises;‌ (f) All other liabilities, obligations, penalties, fines, claims, actions (including remedial or enforcement or cost recovery or contribution actions of any kind and administrative or judicial proceedings, orders, or judgments), damages (including consequential and punitive damages), and costs (including attorney (whether with in-house or outside counsel or both), consultant, and expert fees and expenses); and (g) All Related Costs (including, without limitation, reasonable attorneys' fees (whether with in-house or outside counsel or both), consulting fees and subcontracted costs) incurred by Landlord in undertaking any assessment or remediation sublease of the Premises that is not fully resolved by Tenant by the time this Lease terminates or expireshereunder." 13. A NEW SECTION 34 (WAIVER OF RELOCATION ASSISTANCE RIGHTS) IS ADDED TO THE LEASE AS FOLLOWS:

Hazardous Materials Indemnification. Tenant hereby assumes for itself and Sublessee shall indemnify and defend Landlord Partiesindemnify, at Tenant's sole cost and expense and with counsel reasonably selected by Landlorddefend, and hold the Landlord Parties Sublessor harmless from any and all claims, demandsjudgments, liabilitydamages, lossespenalties, causes fines, costs, liabilities, or losses (including, without limitation, diminution in value of actions and suits the Demised Premises, damages for the loss or restriction on use of rentable or usable space or of any kindamenity of the Demised Premises, administrative or judicial proceedings, orders, (judicial or administrative), judgmentsdamages arising from any adverse impact on marketing of space, and all Related Costs (whether or not based upon personal injurysums paid in settlement of claims, negligenceattorneys’ fees, strict liability, property damage, or contamination of, or adverse effects upon, the environment (including soil, subsoil media, indoor air, improvements, structures, surface waters, sediments, ground waters and/or natural resources), including any loss of or damage to Landlord's real or personal propertyconsultant fees, and claims for cost recovery and contribution), expert fees) which occur or arise before, during or after the Term relating tolease term as a result of contamination by Hazardous Material as a result of Sublessee’s use or activities, or resulting from, any Hazardous Materials Activity, Tenant Hazardous Material of Sublessee’s agents or any Pre-Existing Hazardous Material or any breach contractors. This Indemnification of Sublessor by Tenant under this Article 21. Tenant's obligations under this Article 21 (including the indemnification of Landlord by Tenant under this section) includeSublessee includes, without limitation, any Environmental Cleanup required by this Lease or Environmental Law, costs incurred in connection with any investigation of site conditions or any cleanup, treatment, remedial, removal, or restoration work required by this Lease or any federal, state state, or local Government Agency governmental agency or political subdivision because of Hazardous Materials Material present in the soil, subsoil media, indoor air, improvements, structures, surface waters, sediments, soil or ground waters and/or natural resources above, on, water on or under the Demised Premises. Without limiting the foregoing, if the presence of any hazardous material on the Demised Premises consistent with Tenant's obligations set forth caused or permitted by Sublessee or its agents or contractors results in this Lease. The obligations apply whether or not any contamination of the concentrations Demised Premises, Sublessee shall promptly take all actions, at its sole expense, as are necessary to return the Demised Premises to the condition existing prior to the release of any such Hazardous Material are materialhazardous material to the Demised Premises; provided that Sublessor’s approval of such actions shall first be obtained, the concentrations exceed state which approval shall not be unreasonably withheld so long as such action would not potentially have any material adverse long-term or federal maximum contaminant or action levels, or any Government Agency has issued a clean-up or other order. Landlord shall have a direct right of action against Tenant even if no third party has asserted a claim. Furthermore, Landlord shall have the right to assign said indemnity and Environmental Cleanup requirements under this Article 21. This indemnification and Environmental Cleanup requirements under this Article 21 include, but are not necessarily limited to: (a) Losses attributable to diminution in the value of the Premises; (b) Losses of rental or other income from the Premises;‌ (c) Loss of or damage to natural resources; (d) Loss or restriction of use of rentable space(s) in the Premises; (e) Adverse effect short term on the marketing Demised Premises. The foregoing indemnity shall survive the expiration or earlier termination of any space(s) in the Premises;‌ (f) All other liabilities, obligations, penalties, fines, claims, actions (including remedial or enforcement or cost recovery or contribution actions of any kind and administrative or judicial proceedings, orders, or judgments), damages (including consequential and punitive damages), and costs (including attorney (whether with in-house or outside counsel or both), consultant, and expert fees and expenses); and (g) All Related Costs (including, without limitation, reasonable attorneys' fees (whether with in-house or outside counsel or both), consulting fees and subcontracted costs) incurred by Landlord in undertaking any assessment or remediation of the Premises that is not fully resolved by Tenant by the time this Lease terminates or expiresLease.

Hazardous Materials Indemnification. Tenant hereby assumes for itself and Owner agrees (i) that Owner shall indemnify and defend Landlord Partiesnot receive, store, dispose or release any Hazardous Materials on or to the Property or transport any Hazardous Materials to or from the Property or permit the existence of any Hazardous Materials Contamination; (ii) to give written notice to the Department promptly upon Owner's acquiring knowledge of the presence of any Hazardous Materials on the Property or the transport of any Hazardous Materials to or from the Property or of the existence of any Hazardous Materials Contamination, with a full description thereof; (iii) promptly, at TenantDevelopment Owner's sole cost and expense expense, to comply with any Environmental Laws and Regulations and Governmental Requirements requiring the removal, treatment or disposal of such Hazardous Materials or Hazardous Materials Contamination and provide the Department with counsel reasonably selected satisfactory evidence of such compliance; (iv) to provide the Department, within thirty (30) days after demand by Landlordthe Department, with financial assurance evidencing to the Department's satisfaction that the necessary funds are available to pay the cost of removing, treating and disposing of such Hazardous Materials or Hazardous Materials Contamination and discharging any assessments which may be established on the Property as a result thereof; and (v) to ensure that all leases, licenses, and hold the Landlord Parties harmless from any and all claims, demands, liability, losses, causes of actions and suits agreements of any kindkind now or hereafter executed which permit any party to occupy, administrative possess, or judicial proceedingsuse in any way the Property or any part thereof, orderswhether written or oral, (judicial include an express prohibition on the disposal or administrative), judgmentsdischarge of any Hazardous Materials at or affecting the Property, and all Related Costs (whether a provision that failure to comply with such prohibition shall expressly constitute a default under any such agreement. Owner shall not cause or not based upon personal injury, negligence, strict liability, property damage, or contamination suffer any liens to be recorded against the Property as a consequence of, or adverse effects uponin any way related to, the environment (including soilpresence, subsoil media, indoor air, improvements, structures, surface waters, sediments, ground waters and/or natural resources)remediation or disposal of Hazardous Materials in or about the Property, including any loss of so‑called state, federal or damage local "Superfund" lien relating to Landlord's real or personal propertysuch matters. OWNER SHALL AT ALL TIMES RETAIN ANY AND ALL LIABILITIES ARISING FROM THE PRESENCE, and claims for cost recovery and contributionHANDLING, TREATMENT, STORAGE, TRANSPORTATION, REMOVAL OR DISPOSAL OF HAZARDOUS MATERIALS ON THE PROPERTY. REGARDLESS OF WHETHER ANY EVENT OF DEFAULT (AS DEFINED IN SECTION 6.1 OF THIS AGREEMENT) SHALL HAVE OCCURRED AND BE CONTINUING OR ANY REMEDIES IN RESPECT OF THE PROPERTY ARE EXERCISED BY THE DEPARTMENT, OWNER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE DEPARTMENT FROM AND AGAINST ANY AND ALL LIABILITIES (INCLUDING STRICT LIABILITY), which occur or arise beforeSUITS, during or after ACTIONS, CLAIMS, DEMANDS, PENALTIES, DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, CONSEQUENTIAL DAMAGES, INTEREST, PENALTIES, FINES AND MONETARY SANCTIONS), LOSSES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND REMEDIAL COSTS) (THE FOREGOING ARE HEREINAFTER COLLECTIVELY REFERRED TO AS "LIABILITIES") WHICH MAY NOW OR IN THE FUTURE (WHETHER BEFORE OR AFTER THE CULMINATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT) BE INCURRED OR SUFFERED BY THE DEPARTMENT BY REASON OF, RESULTING FROM, IN CONNECTION WITH, OR ARISING IN ANY MANNER WHATSOEVER OUT OF THE BREACH OF ANY WARRANTY OR COVENANT OR THE INACCURACY OF ANY REPRESENTATION OF OWNER CONTAINED OR REFERRED TO IN THIS SECTION 4.7 OR WHICH MAY BE ASSERTED AS A DIRECT OR INDIRECT RESULT OF THE PRESENCE ON OR UNDER, OR ESCAPE, SEEPAGE, LEAKAGE, SPILLAGE, DISCHARGE, EMISSION OR RELEASE FROM THE PROPERTY OF ANY HAZARDOUS MATERIALS OR ANY HAZARDOUS MATERIALS CONTAMINATION OR ARISE OUT OF OR RESULT FROM THE ENVIRONMENTAL CONDITION OF THE PROPERTY OR THE APPLICABILITY OF ANY ENVIRONMENTAL LAWS AND REGULATIONS AND GOVERNMENTAL REQUIREMENTS RELATING TO HAZARDOUS MATERIALS, REGARDLESS OF WHETHER OR NOT CAUSED BY OR WITHIN THE CONTROL OF OWNER OR THE DEPARTMENT. SUCH LIABILITIES SHALL INCLUDE, WITHOUT LIMITATION: (I) INJURY OR DEATH TO ANY PERSON; (II) DAMAGE TO OR LOSS OF THE USE OF ANY PROPERTY; (III) THE COST OF ANY DEMOLITION AND REBUILDING OF ANY IMPROVEMENTS NOW OR HEREAFTER SITUATED ON THE PROPERTY OR ELSEWHERE, AND THE COST OF REPAIR OR REMEDIATION OF ANY SUCH IMPROVEMENTS; (IV) THE COST OF ANY ACTIVITY REQUIRED BY ANY GOVERNMENTAL AUTHORITY; (V) ANY LAWSUIT BROUGHT OR THREATENED, GOOD FAITH SETTLEMENT REACHED, OR GOVERNMENTAL ORDER RELATING TO THE PRESENCE, DISPOSAL, RELEASE OR THREATENED RELEASE OF ANY HAZARDOUS MATERIAL, ON, FROM OR UNDER THE PROPERTY; AND (VI) THE IMPOSITION OF ANY LIENS ON THE PROPERTY ARISING FROM THE ACTIVITY OF DEVELOPMENT OWNER OR FEE TITLE OWNER OR DEVELOPMENT OWNER OR FEE TITLE OWNER'S PREDECESSORS IN INTEREST ON THE PROPERTY OR FROM THE EXISTENCE OF HAZARDOUS MATERIALS UPON THE PROPERTY OR HAZARDOUS MATERIALS CONTAMINATION. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE FOREGOING INDEMNITY SHALL NOT APPLY TO (I) MATTERS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF DEPARTMENT, OR ANY EMPLOYEE, AGENT OR INVITEE OF DEPARTMENT, OR (II) MATTERS RESULTING FROM THE ACTIONS OF DEPARTMENT, OR ANY EMPLOYEE, AGENT OR INVITEE OF DEPARTMENT TAKEN AFTER DEPARTMENT OR ANY THIRD PARTY HAS TAKEN TITLE TO, OR EXCLUSIVE POSSESSION OF, THE PROPERTY. The covenants and agreements contained in this Section 10.8 shall survive the Term relating to, or resulting from, any Hazardous Materials Activity, Tenant Hazardous Material or any Pre-Existing Hazardous Material or any breach by Tenant under this Article 21. Tenant's obligations under this Article 21 (including consummation of the indemnification of Landlord by Tenant under this section) include, without limitation, any Environmental Cleanup required transactions contemplated by this Lease or Environmental Law, costs incurred in connection with any investigation of site conditions or any cleanup, treatment, remedial, removal, or restoration work required by this Lease or any federal, state or local Government Agency because of Hazardous Materials present in the soil, subsoil media, indoor air, improvements, structures, surface waters, sediments, ground waters and/or natural resources above, on, or under the Premises consistent with Tenant's obligations set forth in this Lease. The obligations apply whether or not the concentrations of any such Hazardous Material are material, the concentrations exceed state or federal maximum contaminant or action levels, or any Government Agency has issued a clean-up or other order. Landlord shall have a direct right of action against Tenant even if no third party has asserted a claim. Furthermore, Landlord shall have the right to assign said indemnity and Environmental Cleanup requirements under this Article 21. This indemnification and Environmental Cleanup requirements under this Article 21 include, but are not necessarily limited to: (a) Losses attributable to diminution in the value of the Premises; (b) Losses of rental or other income from the Premises;‌ (c) Loss of or damage to natural resources; (d) Loss or restriction of use of rentable space(s) in the Premises; (e) Adverse effect on the marketing of any space(s) in the Premises;‌ (f) All other liabilities, obligations, penalties, fines, claims, actions (including remedial or enforcement or cost recovery or contribution actions of any kind and administrative or judicial proceedings, orders, or judgments), damages (including consequential and punitive damages), and costs (including attorney (whether with in-house or outside counsel or both), consultant, and expert fees and expenses); and (g) All Related Costs (including, without limitation, reasonable attorneys' fees (whether with in-house or outside counsel or both), consulting fees and subcontracted costs) incurred by Landlord in undertaking any assessment or remediation of the Premises that is not fully resolved by Tenant by the time this Lease terminates or expiresAgreement.

Hazardous Materials Indemnification. Tenant hereby assumes for itself and shall indemnify and indemnify, defend Landlord Parties, at Tenant's sole cost and expense and with counsel reasonably selected by Landlord, and hold the Landlord Parties Port, City and their Agents harmless from any and all claims, demands, liability, losses, causes of actions and suits of any kind, administrative or judicial proceedings, orders, (judicial or administrative), judgments, and all Related Costs (whether damages, penalties, fines, costs, liabilities or not based upon personal injury, negligence, strict liability, property damage, or contamination of, or adverse effects upon, the environment (including soil, subsoil media, indoor air, improvements, structures, surface waters, sediments, ground waters and/or natural resources), including any loss of or damage to Landlord's real or personal property, and claims for cost recovery and contribution), losses which occur or arise before, during or after the Term relating to, or resulting from, any of this Lease as a result of the Handling of Hazardous Materials Activityon the Premises by Tenant, Tenant Hazardous Material its Agents or any Pre-Existing Hazardous Material or any breach by Tenant under this Article 21. Tenant's obligations under this Article 21 (Invitees, including the indemnification of Landlord by Tenant under this section) include, without limitation, all costs of investigating and remediating the same, damages for diminution in the value of the Premises, damages for the loss or restriction on use of rentable or usable space or of any Environmental Cleanup required amenity of the Premises, damages arising from any adverse impact on marketing of any such space and sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees. This indemnification of Port and City by this Lease or Environmental LawTenant includes, but is not limited to, costs incurred in connection with any investigation of site conditions or any cleanupclean-up, treatmentremediation, remedial, removal, removal or restoration work requested by Port or required by this Lease or any federal, state or local Government Agency governmental agency or political subdivision because of Hazardous Materials Material present in the soilsoil or groundwater in, subsoil media, indoor air, improvements, structures, surface waters, sediments, ground waters and/or natural resources above, on, on or under the Premises consistent with or in any Improvements. Without limiting the foregoing, if the presence of any Hazardous Material in, on, under or about the Premises caused or permitted by Tenant results in any contamination of the Premises, Tenant, at its sole expense, promptly shall take all action that is necessary to return the Premises to the condition existing prior to the introduction of such Hazardous Material in, on, under or about the Premises; provided that Port approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions could not potentially have any material adverse effect upon the Premises. Tenant's obligations set forth in hereunder shall survive the termination of this Lease. The obligations apply whether or not the concentrations of any such Hazardous Material are material, the concentrations exceed state or federal maximum contaminant or action levels, or any Government Agency has issued a clean-up or other order. Landlord shall have a direct right of action against Tenant even if no third party has asserted a claim. Furthermore, Landlord shall have the right to assign said indemnity and Environmental Cleanup requirements under this Article 21. This indemnification and Environmental Cleanup requirements under this Article 21 include, but are not necessarily limited to: (a) Losses attributable to diminution in the value of the Premises; (b) Losses of rental or other income from the Premises;‌ (c) Loss of or damage to natural resources; (d) Loss or restriction of use of rentable space(s) in the Premises; (e) Adverse effect on the marketing of any space(s) in the Premises;‌ (f) All other liabilities, obligations, penalties, fines, claims, actions (including remedial or enforcement or cost recovery or contribution actions of any kind and administrative or judicial proceedings, orders, or judgments), damages (including consequential and punitive damages), and costs (including attorney (whether with in-house or outside counsel or both), consultant, and expert fees and expenses); and (g) All Related Costs (including, without limitation, reasonable attorneys' fees (whether with in-house or outside counsel or both), consulting fees and subcontracted costs) incurred by Landlord in undertaking any assessment or remediation of the Premises that is not fully resolved by Tenant by the time this Lease terminates or expires.