Common use of HAZARDOUS MATERIALS INDEMNITY Clause in Contracts

HAZARDOUS MATERIALS INDEMNITY. Without limiting the indemnity in Section 12.1, Tenant shall Indemnify the Indemnified Parties from and against any and all Losses which arise out of or relate in any way to any use, Handling, production, transportation, disposal, storage or Release of any Hazardous Materials in or on the Premises at any time during the Term of the Lease and before the surrender of the Premises by Tenant, whether by Tenant, any Subtenants or any other Person (other than Agency and its Agents and Invitees) directly or indirectly arising out of (A) the Handling, transportation or Release of Hazardous Materials by Tenant, its Agents, Invitees or any Subtenants or any Person on or about the Premises (other than Agency and its Agents and Invitees), (B) any failure by Tenant, its Agents, Invitees or Subtenants (other than Agency and its Agents and Invitees) to comply with Hazardous Materials Laws, or (C) any failure by Tenant to comply with the obligations contained in Section 12.1. All such Losses within the scope of this Section shall constitute Additional Rent owing from Tenant to Agency hereunder and shall be due and payable from time to time immediately upon Agency’s request, as incurred. Tenant understands and agrees that its liability to the Indemnified Parties shall arise upon the earlier to occur of (a) discovery of any such Hazardous Materials on, under or about the Premises or the discovery of the disturbance or exacerbation of the pre-existing condition, or (b) the institution of any Hazardous Materials Claim with respect to such Hazardous Materials, and not upon the realization of loss or damage. Notwithstanding the foregoing, Tenant’s indemnity hereunder with respect to any and all Losses occurring from activities on the Access Easement and arising out of the acts or omissions described in (A)-(C) of this Section 10.2 (i) shall be limited to Losses arising directly or indirectly from the wrongful acts or negligent omissions of Tenant or any of its Agents or Subtenants (but not acts or omissions of Invitees to the extent not related to acts or omissions of Tenant or any of its Agents or Subtenants) and (ii) shall except and exclude any Losses arising from Hazardous Materials located in, on or under the Premises prior to the Effective Date of this Lease except to the extent that Tenant or its Agents disturbs or exacerbates such pre-existing conditions or to the extent that the Handling or Remediation of such preexisting Hazardous Materials is required by Regulatory Agencies having jurisdiction as a result of activities or uses of the Premises permitted or conducted by Tenant, its Subtenants, Agents or Invitees.

HAZARDOUS MATERIALS INDEMNITY. Without limiting Borrower hereby agrees to defend, indemnify and hold harmless Lender, Lender’s parents, subsidiaries and affiliates, any holder of or participant in the indemnity in Section 12.1Loan, Tenant shall Indemnify and all directors, officers, employees, agents, successors and assigns of any of the Indemnified Parties foregoing ("Indemnitees") for, from and against any and all Losses losses, damages, liabilities, claims, actions, judgments, court costs and legal or other expenses (including, without limitation, attorneys’ fees and expenses) which arise out any Indemnitee may incur as a direct or indirect consequence of or relate in any way to any the use, Handlinggeneration, productionrelease, transportationmanufacture, storage, disposal, storage or Release of any Hazardous Materials in or on the Premises at any time during the Term of the Lease and before the surrender of the Premises by Tenant, whether by Tenant, any Subtenants or any other Person (other than Agency and its Agents and Invitees) directly or indirectly arising out of (A) the Handlingthreatened disposal, transportation or Release presence of Hazardous Materials by Tenantin, its Agents, Invitees or any Subtenants or any Person on or about the Premises (other than Agency and its Agents and Invitees), (B) any failure by Tenant, its Agents, Invitees or Subtenants (other than Agency and its Agents and Invitees) to comply with Hazardous Materials Laws, or (C) any failure by Tenant to comply with the obligations contained in Section 12.1. All such Losses within the scope of this Section shall constitute Additional Rent owing from Tenant to Agency hereunder and shall be due and payable from time to time immediately upon Agency’s request, as incurred. Tenant understands and agrees that its liability to the Indemnified Parties shall arise upon the earlier to occur of (a) discovery of any such Hazardous Materials on, under or about the Premises Properties, any violation or the discovery claim of the disturbance or exacerbation of the pre-existing condition, or (b) the institution violation of any Hazardous Materials Claim Laws with respect to such Hazardous Materialsthe Properties, and not upon or any indemnity claim by a third party against one or more Indemnitees in connection with any of the realization of loss or damageforegoing. Notwithstanding the foregoing, Tenant’s indemnity hereunder with respect to any and all Losses occurring from activities on the Access Easement and arising out of the acts or omissions described in (A)-(C) foregoing provisions of this Section 10.2 (i) 8.4 to the contrary, Borrower shall be limited have no obligation to Losses arising directly or indirectly from the wrongful acts or negligent omissions of Tenant or indemnify any of its Agents the Indemnitees pursuant to this Section 8.4 for losses, damages, liabilities, claims, actions, judgments, court costs and legal or Subtenants (but not acts or omissions of Invitees other expenses to the extent not related resulting from any Indemnitee, and its successors’ or assigns’, willful misconduct or gross negligence or resulting from any Hazardous Material initially placed in, on, under or about the Property or Properties during possession of the Property or Properties, as applicable, by Indemnitee, or its successors’ or assigns’. Each Indemnitee shall have the right at its own expense at any time to acts or omissions of Tenant or any appear in, and to participate in as a party if it so elects, and be represented by counsel of its Agents own choice in, any action or Subtenants) and (ii) shall except and exclude proceeding initiated in connection with any Losses arising from Hazardous Materials located in, on or under Laws that affect the Premises prior Properties. Borrower shall immediately pay to the Effective Date applicable Indemnitee(s) upon demand any amounts owing under this indemnity, together with interest from the date the indebtedness arises until paid at the rate of this Lease except interest applicable to the extent that Tenant or its Agents disturbs or exacerbates such pre-existing conditions or to the extent that the Handling or Remediation of such preexisting Hazardous Materials is required by Regulatory Agencies having jurisdiction as a result of activities or uses principal balance of the Premises permitted or conducted by Tenant, its Subtenants, Agents or InviteesNote.

HAZARDOUS MATERIALS INDEMNITY. Without limiting Borrowers hereby agree to defend, indemnify and hold harmless Lender, its directors, officers, employees, agents, successors, assigns and participants (collectively, the indemnity in Section 12.1, Tenant shall Indemnify the "Indemnified Parties Parties") from and against any and all Losses losses, damages, liabilities, claims, actions, judgments, court costs and legal or other expenses (including, without limitation, reasonable attorneys' and paralegals' fees and expenses, both internal and external) which arise out one or more of the Indemnified Parties may incur as a direct or relate in any way to any indirect consequence of the use, Handlinggeneration, productionmanufacture, transportationstorage, disposal, storage or Release of any Hazardous Materials in or on the Premises at any time during the Term of the Lease and before the surrender of the Premises by Tenant, whether by Tenant, any Subtenants or any other Person (other than Agency and its Agents and Invitees) directly or indirectly arising out of (A) the Handlingthreatened disposal, transportation or Release presence of Hazardous Materials by Tenantin, its Agents, Invitees or any Subtenants or any Person on or about the Premises (other than Agency and its Agents and Invitees), (B) any failure by Tenant, its Agents, Invitees or Subtenants (other than Agency and its Agents and Invitees) to comply with Hazardous Materials Laws, or (C) any failure by Tenant to comply with the obligations contained in Section 12.1. All such Losses within the scope of this Section shall constitute Additional Rent owing from Tenant to Agency hereunder and shall be due and payable from time to time immediately upon Agency’s request, as incurred. Tenant understands and agrees that its liability to the Indemnified Parties shall arise upon the earlier to occur of (a) discovery of any such Hazardous Materials on, under or about the Premises any one or the discovery more of the disturbance or exacerbation Properties. Borrowers shall promptly pay to the Indemnified Parties (upon demand) any amounts owing under this indemnity, 17 together with interest from the date of demand until paid at the rate of interest applicable to the principal balance of the pre-existing condition, or (b) the institution of any Hazardous Materials Claim with respect to such Hazardous Materials, and not upon the realization of loss or damageNote. Notwithstanding the foregoing, Tenant’s this indemnity hereunder with respect to any and all Losses occurring from activities on the Access Easement and shall not apply to, losses, damages, costs, expenses, liabilities or claims arising out of the acts any environmental condition solely caused by or omissions described in (A)-(C) of this Section 10.2 (i) shall be limited to Losses arising directly or indirectly solely resulting from the wrongful acts gross negligence or negligent omissions willful misconduct of Tenant or any of its Agents or Subtenants (but not acts or omissions of Invitees to the extent not related to acts or omissions of Tenant or any of its Agents or Subtenants) and (ii) shall except and exclude any Losses arising from Hazardous Materials located in, on or under the Premises prior to the Effective Date of this Lease except to the extent that Tenant Indemnified Party or its Agents disturbs or exacerbates such pre-existing conditions or to the extent that the Handling or Remediation of such preexisting Hazardous Materials is required by Regulatory Agencies having jurisdiction as a result of activities or uses of the Premises permitted or conducted by Tenantagents. BORROWER'S DUTY AND OBLIGATIONS TO DEFEND, its Subtenants, Agents or InviteesINDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES SHALL SURVIVE THE CANCELLATION OF THE NOTE AND THE RELEASE OF THE LIENS CREATED BY ANY OF THE LOAN DOCUMENTS.

HAZARDOUS MATERIALS INDEMNITY. Without limiting Subject to the indemnity in provisions of Section 12.139 hereof, Tenant shall Indemnify the Indemnified Parties from and against any and all Losses which arise out of or relate in any way to (A) any use, Handling, production, transportation, disposal, storage or Release of any Hazardous Materials in or on the Premises at any time during the Term of the Lease and before the surrender of the Premises by Tenant, whether by Tenant, any Subtenants or any other Person (other than Agency and its Agents and Invitees) directly or indirectly arising out of (A) the Handling, transportation or Release of Hazardous Materials by Tenant, its it Agents, Invitees or any Subtenants or any Person on or about the Premises (other than Agency Landlord and its Agents and Invitees), ; (B) any failure by Tenant, its Agents, Invitees or Subtenants (other than Agency Landlord and its Agents and Invitees) to comply with applicable Hazardous Materials Laws, ; or (C) any failure by Tenant to comply with the obligations contained in Section 12.118.1. Notwithstanding the foregoing, in no event shall Tenant have any indemnity obligations hereunder with respect to Losses arising from or related in any way to any use, Handling, production, transportation, disposal, storage or Release of Hazardous Materials located in, on or under the Premises as of July 1, 2011 (and any increase in the concentrations thereof which may occur after July 1, 2011). Further notwithstanding the foregoing, the foregoing indemnity shall not apply to any and all Losses to the extent arising out of the negligence or willful misconduct of Landlord, City or their respective agents or employees. All such Losses within the scope of this Section shall constitute Additional Rent owing from Tenant to Agency Landlord hereunder and shall be due and payable from time to time immediately upon Agency’s Landlord's request, as incurred. Tenant understands and agrees that its liability to the Indemnified Parties shall arise upon the earlier to occur of (a) discovery of any such Hazardous Materials on, under or about the Premises or the discovery of the disturbance or exacerbation of the pre-existing conditionPremises, or (b) the institution of any Hazardous Materials Claim with respect to such Hazardous Materials, and not upon the realization of loss or damage. Notwithstanding the foregoing, Tenant’s indemnity hereunder with respect to any and all Losses occurring from activities on the Access Easement and arising out of the acts or omissions described in (A)-(C) of this Section 10.2 (i) shall be limited to Losses arising directly or indirectly from the wrongful acts or negligent omissions of Tenant or any of its Agents or Subtenants (but not acts or omissions of Invitees to the extent not related to acts or omissions of Tenant or any of its Agents or Subtenants) and (ii) shall except and exclude any Losses arising from Hazardous Materials located in, on or under the Premises prior to the Effective Date of this Lease except to the extent that Tenant or its Agents disturbs or exacerbates such pre-existing conditions or to the extent that the Handling or Remediation of such preexisting Hazardous Materials is required by Regulatory Agencies having jurisdiction as a result of activities or uses of the Premises permitted or conducted by Tenant, its Subtenants, Agents or Invitees.

HAZARDOUS MATERIALS INDEMNITY. Management Contractor shall indemnify, defend and hold Port and City harmless from any and all claims, judgements, damages, penalties, fines, costs, liabilities or losses which arise during or after the term of this Agreement as a result of the handling of Hazardous Materials on the Facility by Management Contractor, its agents, employees, invitees and licensees including without limitation, all costs of investigating and remediating the same, damages for diminution in value of the Facility, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Facility, 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 Management Contractor includes, but is not limited to, cost incurred in connection with any investigation of site conditions or any clean-up, remediation, removal or restoration work requested by Port or required by any federal, state or local governmental agency or political subdivision because of hazardous material present in the soil or groundwater in, on or under the Facility or in any improvements which Hazardous Materials were introduced on the Facility during Management Contractor’s occupancy thereof by any party other than Port, City or their Agents. Without limiting the indemnity in Section 12.1foregoing, Tenant shall Indemnify if the Indemnified Parties from and against any and all Losses which arise out of or relate in any way to any use, Handling, production, transportation, disposal, storage or Release presence of any Hazardous Materials in or on the Premises at any time during the Term of the Lease and before the surrender of the Premises by TenantMaterial in, whether by Tenant, any Subtenants or any other Person (other than Agency and its Agents and Invitees) directly or indirectly arising out of (A) the Handling, transportation or Release of Hazardous Materials by Tenant, its Agents, Invitees or any Subtenants or any Person on or about the Premises (other than Agency and its Agents and Invitees), (B) any failure by Tenant, its Agents, Invitees or Subtenants (other than Agency and its Agents and Invitees) to comply with Hazardous Materials Laws, or (C) any failure by Tenant to comply with the obligations contained in Section 12.1. All such Losses within the scope of this Section shall constitute Additional Rent owing from Tenant to Agency hereunder and shall be due and payable from time to time immediately upon Agency’s request, as incurred. Tenant understands and agrees that its liability to the Indemnified Parties shall arise upon the earlier to occur of (a) discovery of any such Hazardous Materials on, under or about the Premises Facility caused or the discovery permitted by Management Contractor results in any contamination of the disturbance or exacerbation of Facility, Management Contractor, at its sole expense, promptly shall take all action that is necessary to return the pre-existing condition, or (b) the institution of any Hazardous Materials Claim with respect to such Hazardous Materials, and not upon the realization of loss or damage. Notwithstanding the foregoing, Tenant’s indemnity hereunder with respect to any and all Losses occurring from activities on the Access Easement and arising out of the acts or omissions described in (A)-(C) of this Section 10.2 (i) shall be limited to Losses arising directly or indirectly from the wrongful acts or negligent omissions of Tenant or any of its Agents or Subtenants (but not acts or omissions of Invitees Facility to the extent not related to acts or omissions of Tenant or any of its Agents or Subtenants) and (ii) shall except and exclude any Losses arising from Hazardous Materials located in, on or under the Premises condition existing prior to the Effective Date of this Lease except to the extent that Tenant or its Agents disturbs or exacerbates such pre-existing conditions or to the extent that the Handling or Remediation introduction of such preexisting Hazardous Materials is required by Regulatory Agencies having jurisdiction Material in, on, under or about the Facility provided that Port approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as a result of activities or uses of such actions could not potentially have any material adverse effect upon the Premises permitted or conducted by Tenant, its Subtenants, Agents or InviteesFacility.

HAZARDOUS MATERIALS INDEMNITY. Without limiting Subject to the indemnity in provisions of Section 12.139 hereof, Tenant shall Indemnify the Indemnified Parties from and against any and all Losses which arise out of or relate in any way to (A) any use, Handling, production, transportation, disposal, storage or Release of any Hazardous Materials in or on the Premises at any time during the Term of the Lease and before the surrender of the Premises by Tenant, whether by Tenant, any Subtenants or any other Person (other than Agency and its Agents and Invitees) directly or indirectly arising out of (A) the Handling, transportation or Release of Hazardous Materials by Tenant, its it Agents, Invitees or any Subtenants or any Person on or about the Premises (other than Agency Landlord and its Agents and Invitees), ; (B) any failure by Tenant, its Agents, Invitees or Subtenants (other than Agency Landlord and its Agents and Invitees) to comply with applicable Hazardous Materials Laws, ; or (C) any failure by Tenant to comply with the obligations contained in Section 12.118.1. Notwithstanding the foregoing, in no event shall Tenant have any indemnity obligations hereunder with respect to Losses arising from or related in any way to any use, Handling, production, transportation, disposal, storage or Release of Hazardous Materials located in, on or under the Premises as of July 1, 2011 (and any increase in the concentrations thereof which may occur after July 1, 2011). Further notwithstanding the foregoing, the foregoing indemnity shall not apply to any and all Losses to the extent arising out of the negligence or willful misconduct of Landlord, City or their respective agents or employees. All such Losses within the scope of this Section shall constitute Additional Rent owing from Tenant to Agency Landlord hereunder and shall be due and payable from time to time immediately upon Agency’s Xxxxxxxx's request, as incurred. Tenant understands and agrees that its liability to the Indemnified Parties shall arise upon the earlier to occur of (a) discovery of any such Hazardous Materials on, under or about the Premises or the discovery of the disturbance or exacerbation of the pre-existing conditionPremises, or (b) the institution of any Hazardous Materials Claim with respect to such Hazardous Materials, and not upon the realization of loss or damage. Notwithstanding the foregoing, Tenant’s indemnity hereunder with respect to any and all Losses occurring from activities on the Access Easement and arising out of the acts or omissions described in (A)-(C) of this Section 10.2 (i) shall be limited to Losses arising directly or indirectly from the wrongful acts or negligent omissions of Tenant or any of its Agents or Subtenants (but not acts or omissions of Invitees to the extent not related to acts or omissions of Tenant or any of its Agents or Subtenants) and (ii) shall except and exclude any Losses arising from Hazardous Materials located in, on or under the Premises prior to the Effective Date of this Lease except to the extent that Tenant or its Agents disturbs or exacerbates such pre-existing conditions or to the extent that the Handling or Remediation of such preexisting Hazardous Materials is required by Regulatory Agencies having jurisdiction as a result of activities or uses of the Premises permitted or conducted by Tenant, its Subtenants, Agents or Invitees.

HAZARDOUS MATERIALS INDEMNITY. Without limiting Subject to Section 10.24, Borrower hereby agrees to defend, indemnify and hold harmless Lender, its directors, officers, employees, agents, successors and assigns (including, without limitation, any participants in the indemnity in Section 12.1, Tenant shall Indemnify the Indemnified Parties Loan) from and against any and all Losses losses, damages, liabilities, claims, actions, judgments, court costs and legal or other expenses (including, without limitation, attorney’s fees and expenses) which arise out of Lender may incur as a direct or relate in any way to any use, Handling, production, transportation, disposal, storage or Release of any Hazardous Materials in or on the Premises at any time during the Term of the Lease and before the surrender of the Premises by Tenant, whether by Tenant, any Subtenants or any other Person (other than Agency and its Agents and Invitees) directly or indirectly arising out of (A) the Handling, transportation or Release of Hazardous Materials by Tenant, its Agents, Invitees or any Subtenants or any Person on or about the Premises (other than Agency and its Agents and Invitees), (B) any failure by Tenant, its Agents, Invitees or Subtenants (other than Agency and its Agents and Invitees) to comply with Hazardous Materials Laws, or (C) any failure by Tenant to comply with the obligations contained in Section 12.1. All such Losses within the scope of this Section shall constitute Additional Rent owing from Tenant to Agency hereunder and shall be due and payable from time to time immediately upon Agency’s request, as incurred. Tenant understands and agrees that its liability to the Indemnified Parties shall arise upon the earlier to occur indirect consequence of (a) discovery any Hazardous Material Claim, (b) any misrepresentation, inaccuracy or breach of any such representation, warranty or covenant contained or referred to in this Section 6, or (c) the use, generation, manufacture, storage, disposal, threatened disposal, transportation or presence of Hazardous Materials in, on, under or about the Premises Properties or Improvements (collectively, the discovery of the disturbance or exacerbation of the pre-existing condition“Indemnified Matters”). The Indemnified Matters shall include, or (b) the institution of any Hazardous Materials Claim with respect to such Hazardous Materials, and not upon the realization of loss or damage. Notwithstanding the foregoing, Tenant’s indemnity hereunder with respect to any and all Losses occurring from activities on the Access Easement and arising out of the acts or omissions described in (A)-(C) of this Section 10.2 without limita­tion: (i) shall be limited the reasonable costs, whether foreseeable or unforeseeable, of any repair, cleanup or detoxification of the Properties which is required by any governmental entity or is otherwise necessary to Losses arising directly render the Properties in compliance with all laws and regulations pertaining to Hazardous Ma­terials; (ii) all other direct or indirectly from the wrongful acts indirect consequen­tial damages (including, without limita­tion, any third party tort claims or negligent omissions of Tenant governmental claims, fines or penalties against Lender, any corporation con­trolled by Lender, or any of its Agents their re­spective directors, officers, employ­ees, agents, successors or Subtenants assigns); and (but not acts iii) all court costs and reasonable attorneys’ fees and expenses paid or omissions of Invitees to the extent not related to acts or omissions of Tenant incurred by Lender, any entity con­trolled by Lender, or any of its Agents their respec­tive directors, officers, employ­ees, agents, successors or Subtenants) and (ii) shall except and exclude any Losses arising from Hazardous Materials located in, on or under the Premises prior assigns relating to the Effective Date subject matter hereof. Borrower shall immediately pay to Lender upon demand any amounts owing under this indemnity, together with interest from the date the indebtedness arises until paid at the rate of this Lease except interest applicable to the principal balance of the Note. Borrower’s duty and obligations to defend, indemnify and hold harmless Lender shall survive the cancellation of the Note and the release, reconveyance or partial reconveyance of any of the Mortgages or other Collateral. Notwithstanding anything contained herein to the contrary, the above indemnities shall not apply to the extent that Tenant a matter relates to a particular Property and results solely and directly from the actions of Lender and first arises after the date the respective Borrower Party and its Affiliates are dispossessed from such Property, or its Agents disturbs or exacerbates such pre-existing conditions or with respect to the extent that Fee Properties, first arises after the Handling date the applicable Fee Owner is no longer controlled by Borrower or Remediation an Affiliate of such preexisting Hazardous Materials is required by Regulatory Agencies having jurisdiction as Borrower due to a result default under the Loan and Lender’s pursuit of activities its remedies hereunder or uses under any of the Premises permitted or conducted by Tenant, its Subtenants, Agents or Inviteesother Loan Documents.