Common use of Indemnification by Landlord Clause in Contracts

Indemnification by Landlord. Subject to Tenant’s waivers, releases and agreements in this Article 11 and elsewhere in this Lease, and subject to Tenant’s agreements in Section 11.1.2 and the qualifications with reference to the use of the term “negligence” set forth below, in addition to Landlord’s other indemnification obligations in this Lease (including without limitation in Sections 4.5, 5.8, 9.6 and 18.10) Landlord shall, to the fullest extent allowable under the Laws, indemnify, defend and hold harmless Tenant from and against all Claims brought against Tenant by third parties to the extent caused by or resulting from the negligence or willful misconduct of Landlord or any of Landlord’s Agents. For purposes of this indemnification obligation, the term “negligence” shall not include Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this Lease, including, without limitation, Claims caused by, incurred or resulting from Tenant’s operations or by Tenant’s use and occupancy of the Premises, whether relating to its original design or construction, latent defects, alteration, maintenance, or use by Tenant or any person thereon, including, without limitation, supervision or otherwise, or from any breach of, default under, or failure to perform any term or provision of this Lease by Tenant or Tenant’s Agents. In the event that Tenant or Tenant’s Agents caused or contributed to cause the Claims for which indemnity is sought under this Section 11.1.3, the damages and expenses (including, without limitation, reasonable attorneys’ fees) shall be allocated, or reallocated, as the case may be, between the indemnified and the indemnifying party, in such proportion as appropriately reflects the relative fault of the two parties, and the liability of the indemnifying party shall be proportionately reduced. The indemnity provisions in this Section shall survive termination or expiration of this Lease.

Indemnification by Landlord. Subject to Tenant’s waivers, releases and agreements in this Article 11 and elsewhere in this Lease, and subject to Tenant’s agreements in Section 11.1.2 and the qualifications with reference to the use of the term “negligence” set forth below, in addition to Landlord’s other indemnification obligations in this Lease (including without limitation in Sections 4.5, 5.8, 9.6 and 18.10) Landlord shall, to To the fullest extent allowable under the Lawsallowed by law, Landlord shall at all times indemnify, protect, defend (with legal counsel reasonably acceptable to Tenant) and hold Tenant and Tenant's shareholders, officers, directors, partners, employees, affiliates, successors and/or assigns (collectively, "Tenant's Indemnitees") harmless Tenant from against and against all Claims brought against Tenant by third parties to the extent caused by or resulting from the negligence or willful misconduct of Landlord or any of Landlord’s Agents. For purposes of this indemnification obligation, the term “negligence” shall not include Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this Lease, including, without limitation, Claims caused by, incurred or resulting from Tenant’s operations or by Tenant’s use and occupancy of the Premises, whether relating to its original design or construction, latent defects, alteration, maintenance, or use by Tenant or any person thereon, including, without limitation, supervision or otherwise, or from any breach ofand all claims, default undercosts, or failure to perform any term or provision of this Lease by Tenant or Tenant’s Agents. In the event that Tenant or Tenant’s Agents caused or contributed to cause the Claims for which indemnity is sought under this Section 11.1.3liabilities, the actions and damages and expenses (including, without limitation, reasonable attorneys’ fees' fees and costs and costs related to the enforcement of this indemnity provision) shall be allocatedarising from or out of any negligence or wilful misconduct by Landlord or any of the Landlord's Indemnities or Landlord's Agents, in, on, or reallocated, as about the case may be, between the indemnified and the indemnifying party, in such proportion as appropriately reflects the relative fault Premises or any breach by Landlord of the two partiesits obligations under this Lease, and from and against all costs, attorneys' fees, expenses and liabilities incurred in or about any such claim or action or proceeding brought thereon; provided, however, that in no event shall Landlord be obligated to indemnify, defend and hold Tenant or any of Tenant's Indemnitees or Tenant's Agents harmless to the liability extent of any claims, costs, liabilities, actions or damages arising from or out of, or occasioned in whole or in part by, the indemnifying party negligence or wilful misconduct of Tenant, Tenant's Indemnitees or Tenant's Agents or any material default by Tenant under this Lease. In case any action or proceeding be brought against Tenant by reason of any such claim, Landlord, upon notice from Tenant, covenants to defend such action or proceeding by counsel reasonably satisfactory to Tenant. Landlord shall be proportionately reduced. The indemnity provisions in cause the obligations under this Section shall survive termination or expiration 10.7 to be covered under Landlords policy of this Leasecommercial general liability insurance.

Indemnification by Landlord. Subject to Tenant’s waivers, releases and agreements in this Article 11 and elsewhere in this Lease, and subject to Tenant’s agreements in Section 11.1.2 and the qualifications with reference to the use of the term “negligence” set forth below, in addition to Landlord’s other indemnification obligations in this Lease (including without limitation in Sections 4.5, 5.8, 9.6 and 18.10) Landlord shall, to the fullest extent allowable under the Laws, indemnify, defend and hold harmless Tenant from and against all Claims brought against Tenant by third parties to the extent caused by or resulting from the negligence or willful misconduct of Landlord or any of Landlord’s Agents. For purposes of this indemnification obligation, the term “negligence” shall not include Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this Lease, including, without limitation, Claims caused by, incurred or resulting from Tenant’s operations or by Tenant’s use and occupancy of the Premises, whether relating to its original design or construction, latent defects, [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission alteration, maintenance, or use by Tenant or any person thereon, including, without limitation, supervision or otherwise, or from any breach of, default under, or failure to perform any term or provision of this Lease by Tenant or Tenant’s Agents. In the event that Tenant or Tenant’s Agents caused or contributed to cause the Claims for which indemnity is sought under this Section 11.1.3, the damages and expenses (including, without limitation, reasonable attorneys’ fees) shall be allocated, or reallocated, as the case may be, between the indemnified and the indemnifying party, in such proportion as appropriately reflects the relative fault of the two parties, and the liability of the indemnifying party shall be proportionately reduced. The indemnity provisions in this Section shall survive termination or expiration of this Lease.

Indemnification by Landlord. Subject Except for claims, damage or injury relating to Tenant’s waiversunauthorized entry or failure or lack or breach of security measures, releases and agreements in this Article 11 and elsewhere in this Lease, and subject to Tenant’s agreements in Section 11.1.2 and the qualifications with reference to the use of the term “negligence” set forth below, in addition to Landlord’s other indemnification obligations in this Lease (including without limitation in Sections 4.5, 5.8, 9.6 and 18.10) Landlord shall, to the fullest extent allowable under the Laws, will indemnify, defend and hold harmless Tenant and Tenant’s agents and their respective officers, directors, beneficiaries, shareholders, partners, employees, agents and contractors (the “Parties Indemnified by Landlord”) from and against any and all Claims brought against Tenant loss, damage, claim, demand, liability or expense (including reasonable attorneys’ fees) resulting from claims by third parties to the extent caused by based on any acts or resulting from the negligence or willful misconduct of Landlord or any omissions of Landlord’s Agents, its employees, agents and contractors in connection with the Building. For purposes Landlord will have the right and obligation to assume the defense of any claim covered by this indemnification obligation, the term “negligence” shall not include Landlord’s failure to act in respect indemnity on behalf of matters which are or were the obligation of Tenant under this Lease, including, without limitation, Claims caused by, incurred or resulting from Tenant’s operations or by Tenant’s use and occupancy of the Premises, whether relating to its original design or construction, latent defects, alteration, maintenance, or use by Tenant or any person thereon, including, without limitation, supervision or otherwise, or from any breach of, default under, or failure to perform any term or provision of this Lease by Tenant or Tenant’s Agents. In the event that Tenant or Tenant’s Agents caused or contributed to cause the Claims for which indemnity is sought under this Section 11.1.3, the damages and expenses (including, without limitation, reasonable attorneys’ fees) shall be allocated, or reallocated, as the case may be, between the indemnified both itself and the indemnifying party, in such proportion as appropriately reflects the relative fault of the two partiesParties Indemnified by Landlord, and the liability Parties Indemnified by Landlord may not settle such claim without the consent of Landlord, provided (i) Landlord acknowledges to the Parties Indemnified by Landlord in writing that it is responsible for such claim under the terms of this paragraph and (ii) the lawyers selected by Landlord to handle such defense are reasonably satisfactory to the Parties Indemnified by Landlord and such representation does not result in a conflict of interest for such lawyers. The Parties Indemnified by Landlord may participate in the defense of such claim at their own expense unless Landlord is not representing the Parties Indemnified by Landlord in which case the reasonable expense of the indemnifying party shall Parties Indemnified by Landlord in defending against such claim will be proportionately reducedpaid by Landlord. The indemnity provisions in of this Section shall paragraph will survive the expiration or sooner termination or expiration of this Lease.

Indemnification by Landlord. Subject to Tenant’s waivers, releases and agreements in this Article 11 and elsewhere in this Lease, and subject to Tenant’s agreements in Section 11.1.2 and the qualifications with reference to the use of the term “negligence” set forth below, in addition to Landlord’s other indemnification obligations in this Lease (including without limitation in Sections 4.5, 5.8, 9.6 and 18.10) Landlord shall, to To the fullest extent allowable under the Lawsallowed by law, Landlord shall at all times indemnify, protect, defend (with legal counsel reasonably acceptable to Tenant) and hold Tenant and Tenant's shareholders, officers, directors, partners, employees, affiliates, successors and/or assigns (collectively, "Tenant's Indemnitees") harmless Tenant from against and against all Claims brought against Tenant by third parties to the extent caused by or resulting from the negligence or willful misconduct of Landlord or any of Landlord’s Agents. For purposes of this indemnification obligation, the term “negligence” shall not include Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this Lease, including, without limitation, Claims caused by, incurred or resulting from Tenant’s operations or by Tenant’s use and occupancy of the Premises, whether relating to its original design or construction, latent defects, alteration, maintenance, or use by Tenant or any person thereon, including, without limitation, supervision or otherwise, or from any breach ofand all claims, default undercosts, or failure to perform any term or provision of this Lease by Tenant or Tenant’s Agents. In the event that Tenant or Tenant’s Agents caused or contributed to cause the Claims for which indemnity is sought under this Section 11.1.3liabilities, the actions and damages and expenses (including, without limitation, reasonable attorneys’ fees' fees and costs and costs related to the enforcement of this indemnity provision) shall be allocatedarising from or out of any negligence or willful misconduct by Landlord or any of the Landlord's Indemnities or Landlord's Agents, in, on, or reallocated, as about the case may be, between the indemnified and the indemnifying party, in such proportion as appropriately reflects the relative fault Premises or any breach by Landlord of the two partiesits obligations under this Lease, and from and against all costs, attorneys' fees, expenses and liabilities incurred in or about any such claim or action or proceeding brought thereon; provided, however, that in no event shall Landlord be obligated to indemnify, defend and hold Tenant or any of Tenant's Indemnitees or Tenant's Agents harmless to the liability extent of any claims, costs, liabilities, actions or damages arising from or out of, or occasioned in whole or in part by, the indemnifying party negligence or wilful misconduct of Tenant, Tenant's Indemnitees or Tenant's Agents or any material default by Tenant under this Lease. In case any action or proceeding be brought against Tenant by reason of any such claim, Landlord, upon notice from Tenant, covenants to defend such action or proceeding by counsel reasonably satisfactory to Tenant. Landlord shall be proportionately reduced. The indemnity provisions in cause the obligations under this Section shall survive termination or expiration 10.7 to be covered under Landlords policy of this Leasecommercial general liability insurance.

Indemnification by Landlord. Subject to Tenant’s waiversLandlord shall not cause or permit the storage, releases and agreements in this Article 11 and elsewhere in this Leaseuse, and subject to Tenant’s agreements in Section 11.1.2 and the qualifications escape, disposal or release of Hazardous Substances in, on or with reference respect to the use Building or the Project in any manner not in compliance with Laws, provided, however, that nothing herein shall prevent Hazardous Substances to be brought onto the Land or the Project in the ordinary course of Landlord's business or the term “negligence” set forth belowbusinesses of Landlord's other tenants, as long as such presence is in addition to Landlord’s other indemnification obligations in this Lease compliance with all applicable Laws. Landlord shall indemnify and hold Tenant harmless against and from any liability, claim of liability, claims, suits, costs, expenses, causes of action, personal liability and property damage (including without limitation reasonable attorney's fees) arising out of a breach by Landlord of its covenant in Sections 4.5the preceding sentence. Further, 5.8Landlord shall indemnify and hold Tenant harmless against and from any liability, 9.6 claim of liability, claims, suits, costs, expenses, causes of action, personal liability and 18.10property damage (including without limitation reasonable attorney's fees) arising out of a breach by Landlord shallof its representations, warranties and covenants in this Section 8.6. Landlord shall not be liable to Tenant under this Section 8.6 with respect to the fullest extent allowable under the Lawsacts of other tenants of Landlord, indemnify, defend and hold harmless Tenant unless same results from and against all Claims brought against Tenant by third parties to the extent caused by or resulting from the Landlord's gross negligence or willful misconduct of Landlord or misconduct; provided, however, that if any of Landlord’s Agents. For purposes of this indemnification obligationHazardous Substances brought onto the Land by such other tenants materially adversely affects Tenant's ability to use the Premises for the use contemplated hereunder, the term “negligence” shall not include Landlord’s failure to act in respect of matters which are or were the obligation of then Tenant under this Lease, including, without limitation, Claims caused by, incurred or resulting from Tenant’s operations or by Tenant’s use and occupancy of the Premises, whether relating to its original design or construction, latent defects, alteration, maintenance, or use by Tenant or any person thereon, including, without limitation, supervision or otherwise, or from any breach of, default under, or failure to perform any term or provision of may terminate this Lease by Tenant or Tenant’s Agents. In the event that Tenant or Tenant’s Agents caused or contributed written notice to cause the Claims for which indemnity is sought under this Section 11.1.3Landlord, the damages and expenses (including, without limitation, reasonable attorneys’ fees) shall be allocated, or reallocated, as the case may be, between the indemnified and the indemnifying party, in unless Landlord agrees to promptly xxxxx such proportion as appropriately reflects the relative fault of the two parties, and the liability of the indemnifying party shall be proportionately reduced. The indemnity provisions in this Section shall survive termination or expiration of this Leaseinterference.

Indemnification by Landlord. Other than as expressly set forth in --------------------------- that certain Phase I Environmental Report dated August, 1997 and prepared by CTL/Xxxxxxxx Inc. (a copy of which has been provided to Tenant), Landlord has no actual knowledge of the release or disposal of any Hazardous Substances within the Building Complex and, except for De Minimis Amounts, Landlord shall not cause or permit any Hazardous Substance to be used, stored, generated or disposed of on, in or about the Building Complex in violation of any applicable Environmental Laws. Subject to Tenant’s waivers, releases and agreements in this Article 11 and elsewhere in this Lease, and subject to Tenant’s agreements the waiver set forth in Section 11.1.2 and the qualifications with reference 10.3, Landlord agrees to the use of the term “negligence” set forth below, in addition to Landlord’s other indemnification obligations in this Lease (including without limitation in Sections 4.5, 5.8, 9.6 and 18.10) Landlord shall, to the fullest extent allowable under the Laws, indemnify, defend and hold Tenant harmless Tenant from and against any and all Claims brought claims, damages, fines, judgments, penalties, costs, expenses, liabilities or losses arising from any governmental entity or other third party seeking to enforce against Tenant by third parties or seeking damages from Tenant, or seeking to join Tenant in any legal action pertaining to the extent violation by Landlord of any Environmental Law(s). Subject to the waiver set forth in Section 10.3, Landlord agrees to further indemnify, defend and hold Tenant harmless of and from all liability, loss, damages, costs or expenses on account of bodily injury to the person of Tenant or of any third party rightfully in the Building Complex or property damage of any such third party, where the injuries or property damage are caused by or resulting from the gross negligence or willful misconduct of Landlord or any its agents or employees acting within the scope of Landlord’s Agentstheir employment. For purposes of this indemnification obligationNotwithstanding the foregoing, the term “negligence” indemnification obligations set forth herein shall not include Landlord’s failure be applicable to the extent that the act in respect of matters from which are the indemnity arose was caused by the willful or were the obligation of Tenant under this Lease, including, without limitation, Claims caused by, incurred or resulting from Tenant’s operations or by Tenant’s use and occupancy grossly negligent acts of the Premises, whether relating to its original design or construction, latent defects, alteration, maintenance, or use by Tenant or any person thereon, including, without limitation, supervision or otherwise, or from any breach of, default under, or failure to perform any term or provision of this Lease by Tenant or Tenant’s Agents. In the event that Tenant or Tenant’s Agents caused or contributed to cause the Claims for which indemnity is sought under this Section 11.1.3, the damages and expenses (including, without limitation, reasonable attorneys’ fees) shall be allocated, or reallocated, as the case may be, between the indemnified and the indemnifying party, in such proportion as appropriately reflects the relative fault of the two parties, and the liability of the indemnifying party shall be proportionately reduced. The indemnity provisions set forth in this Section 14.2 shall survive termination not be binding upon any Mortgagee and Tenant shall look solely to the respective landlord when such landlord is finally held to have violated the Environmental Law or expiration of caused injury or damage as set forth above. Neither the predecessor in interest nor the successor in interest to such landlord shall be liable to Tenant for this Leaseindemnity.

Indemnification by Landlord. Subject Landlord hereby represents and warrants to Tenant’s waiversTenant that Landlord has not caused or permitted any Hazardous Materials to be used, releases and agreements stored, generated, or disposed of on, in this Article 11 and elsewhere in this Leaseor about the Premises by Landlord, and subject to Tenant’s agreements in Section 11.1.2 and the qualifications with reference Landlord's agents, employees, contractors, or invitees prior to the use date Tenant takes possession of the term “negligence” set forth belowPremises. If Hazardous Materials have been used, stored, generated, or disposed of on, in addition to or about the Premises by Landlord’s other indemnification obligations , or if the Premises become contaminated in this Lease (including without limitation in Sections 4.5any manner as a result of any actions taken by Landlord, 5.8, 9.6 and 18.10) Landlord shall, to the fullest extent allowable under the Laws, indemnify, defend shall indemnify and hold harmless the Tenant from (and against its agents, employees and assigns) for any and all Claims brought against Tenant by third parties to claims, damages, fines, judgments, penalties, costs, liabilities, or losses arising during or after the extent caused by Lease Term and arising as a result of any use, storage, generation or resulting from the negligence or willful misconduct disposal of Landlord any Hazardous Material or any of contamination by Landlord’s Agents. For purposes of this This indemnification obligation, the term “negligence” shall not include Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this Lease, includingincludes, without limitation, Claims caused by, any and all costs incurred or resulting from Tenant’s operations or by Tenant’s use and occupancy because of any investigation of the site or any cleanup, removal, or restoration mandated by a federal, state, or local agency or political subdivision. If the Landlord causes or permits the presence of any Hazardous Material on the Premises that results in contamination, Landlord shall promptly, at its sole expense, take any and all necessary actions to return the Premises to the condition existing prior to the presence of any such Hazardous Material on the Premises. As used herein, "Hazardous Material" means (1) any "hazardous waste" as defined by any Governmental Law; (2) any "hazardous substance" as defined by any Governmental Law; (3) asbestos; (4) polychlorinated biphenyls; (5) underground storage tanks, whether relating to its original design empty, filled or constructionpartially filled with any substance; (6) any substance the presence of which on the Premises is prohibited by any Governmental Law; and (7) any other substance which by any Governmental Law requires special handling or notification of any federal, latent defects, alteration, maintenance, state or use by Tenant or any person thereon, including, without limitation, supervision or otherwise, or from any breach of, default under, or failure to perform any term or provision of this Lease by Tenant or Tenant’s Agents. In the event that Tenant or Tenant’s Agents caused or contributed to cause the Claims for which indemnity is sought under this Section 11.1.3, the damages and expenses (including, without limitation, reasonable attorneys’ fees) shall be allocated, or reallocated, as the case may be, between the indemnified and the indemnifying party, in such proportion as appropriately reflects the relative fault of the two parties, and the liability of the indemnifying party shall be proportionately reduced. The indemnity provisions in this Section shall survive termination or expiration of this Lease.local

Indemnification by Landlord. Subject Landlord agrees to defend, hold harmless and indemnify Tenant’s waivers, releases and agreements in this Article 11 and elsewhere in this Leaseits officers, directors, agents, employees, and subject to Tenant’s agreements in Section 11.1.2 and the qualifications with reference to the use of the term “negligence” set forth belowtheir respective agents, in addition to Landlord’s other indemnification obligations in this Lease (including without limitation in Sections 4.5, 5.8, 9.6 and 18.10) Landlord shall, to the fullest extent allowable under the Laws, indemnify, defend and hold harmless Tenant from and against all Claims brought against Tenant by third parties to the extent caused by or resulting from the negligence or willful misconduct of Landlord or any of Landlord’s Agents. For purposes of this indemnification obligation, the term “negligence” shall not include Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this Lease, including, without limitation, Claims caused by, incurred or resulting from Tenant’s operations or by Tenant’s use and occupancy of the Premises, whether relating to its original design or construction, latent defects, alteration, maintenance, or use by Tenant or any person thereon, including, without limitation, supervision or otherwise, or from any breach of, default under, or failure to perform any term or provision of this Lease by Tenant or Tenant’s Agents. In the event that Tenant or Tenant’s Agents caused or contributed to cause the Claims for which indemnity is sought under this Section 11.1.3, the damages and expenses (including, without limitation, reasonable attorneys’ ' fees and other consultants' and experts' fees) shall be allocated, investigation or laboratory fees, court costs and litigation expenses and any cleanup, remedial, removal or restoration work), arising out of, or reallocatedas a result of (a) the presence, as use, disposal, release or threatened release of any Hazardous Materials on, over, under, from or affecting the case may bePremises, between or the indemnified and the indemnifying partyland caused or permitted by, in such proportion as appropriately reflects the relative fault attributed or related to or otherwise arising out of the two parties, use and the liability occupancy of the indemnifying party shall Premises by Landlord or anyone acting by, through or under Landlord (other than Tenant or anyone acting by, through or under Tenant), including without limitation any of Landlord's employees, agents, invitees, licensees, or assignees; (b) the underground migration of Hazardous Materials to the Premises from other sites, which is caused by or attributed or related to Landlord or by anyone acting by, through or under Landlord (other than Tenant or anyone acting by, through or under Tenant); or (c) any violation of or failure to comply with any Laws or any orders, requirements or demands of any applicable governmental authorities which are related to any such presence, use, disposal, release or threatened release of any Hazardous Materials caused or permitted by, or related to or otherwise arising out of the use and occupancy of the Premises by Landlord or by anyone acting by, through or under Landlord (other than Tenant or anyone acting by, through or under Tenant), whether prior to the Effective Date or during the term hereof. Additionally, provided that Tenant does not disturb any asbestos at the Premises, if any asbestos which is present at the Premises as of the date hereof must be proportionately reduced. The indemnity provisions abated at any time during the term hereof in this order to comply with Laws, Landlord shall, at its costs and expense (or, pursuant to Section shall survive termination 20.4(b) of the Master Lease, cause Master Landlord to, at Master Landlord's cost and expense) encapsulate or expiration of this Leaseotherwise abate the same to the extent necessary to comply with such Laws.

Indemnification by Landlord. Subject to Tenant’s waivers, releases Landlord covenants and agreements in this Article 11 and elsewhere in this Lease, and subject to Tenant’s agreements in Section 11.1.2 and the qualifications with reference to the use of the term “negligence” set forth below, in addition to Landlord’s other indemnification obligations in this Lease (including without limitation in Sections 4.5, 5.8, 9.6 and 18.10) Landlord agrees that it shall, to the fullest extent allowable under the Lawsat its own cost and expense, indemnify, defend and hold save harmless Tenant from against and against from, and Tenant shall not be liable to Landlord for, any and all Claims brought against losses, costs, damages, expenses and liabilities, including without limitation reasonable attorneys’ fees (“Tenant by third parties to the extent caused Losses”) which may be incurred or paid out by or resulting from the negligence or willful misconduct on behalf of Landlord or any of Landlord’s Agents. For purposes of this indemnification obligation, the term “negligence” shall not include Landlord’s failure to act in respect of matters which are or were the obligation of Tenant under this Lease, including, without limitation, Claims caused by, incurred or resulting from Tenant’s operations or by Tenant’s use and occupancy of the Premises, whether relating to its original design or construction, latent defects, alteration, maintenance, or use by Tenant or any person thereonarising in any manner whatsoever from, includingout of or in connection with (i) the design and engineering costs, without limitationand construction costs in connection with the Improvements to be completed by Landlord, supervision or otherwise, or from any (ii) the breach of, default under, of or failure to perform any term of the terms or provision conditions of this Lease required to be performed by Landlord, (iii) any failure by Landlord to comply with any statutes, regulations, ordinances or orders of any governmental authority, (iv) any work done in or to the Premises by or on behalf of Landlord concerning the Improvements or Landlord’s obligations under this Lease, or (v) any act, omission, or negligence on the part of Landlord and/or its officers, employees, agents, customers and/or invitees, and Landlord covenants and agrees it shall, at its own cost and expense, indemnify, defend and save harmless Tenant against and from, and Tenant shall not be liable to Landlord for, any and all Losses which may be incurred or paid out by or on behalf of any person arising in any manner whatsoever from any conduct set forth in subsections 7.03 (i) through (v) above resulting in any accident, damages, death, injury on or about the Premises or the damage, loss or theft of property in or about the Premises (whether involving property belonging to Tenant or any other person), resulting from any conduct set forth in subsections 7.03 (i) through (v) above resulting in whatsoever. Landlord covenants, upon notice from Tenant’s Agents, to defend such action or proceeding by legal counsel reasonably satisfactory to Tenant. In the event that Tenant Landlord covenants, upon notice from Tenant, to defend such action or proceeding by legal counsel reasonably satisfactory to Tenant’s Agents caused or contributed to cause the Claims for which indemnity is sought under this Section 11.1.3, the damages and expenses (including, without limitation, reasonable attorneys’ fees) shall be allocated, or reallocated, as the case may be, between the indemnified and the indemnifying party, in such proportion as appropriately reflects the relative fault of the two parties, and the liability of the indemnifying party shall be proportionately reduced. The indemnity provisions in this Section shall survive termination or expiration of this Lease.