Common use of Indemnification by Lessee Clause in Contracts

Indemnification by Lessee. Lessee will protect, indemnify, and save harmless Lessor from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) imposed upon, incurred by, or asserted against Lessor by reason of (a) any accident, occurrence, injury to, or death of persons (including workmen) or loss of or damage to property occurring during the Term on or about the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways, (b) any use, non-use, or condition of the Premises or any part thereof or the adjoining sidewalks, curbs, vaults or vault space, if any, streets or ways during the Term, (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof during the Term, or (d) any act or action brought or asserted by any party, including any governmental agency, for anything alleged to have occurred or originated on the Premises during the Term, including but not limited to any claim for wrongful discharge of stormwater or any substance that may be alleged to result in harm to the environment during the term, except to the extent any of the foregoing is caused by any act or omission of Lessor or its partners, principals, or beneficiaries or their respective agents, officers, directors, shareholders, employees, servants, contractors, subcontractors, successors, or assigns. In case any action, suit, or proceeding is brought against Lessor by reason of any such occurrence for which Lessee has indemnified Lessor, Lessee, upon Lessor's request, shall, at Lessee's expense, resist and defend such action, suit, or proceeding. The obligations of Lessee under this Paragraph arising by reason of any such occurrence taking place during the Term of this Lease shall survive any termination of this Lease. Lessor shall promptly notify Lessee of any facts of which Lessor becomes aware which could give rise to a claim covered by the indemnification contained in this Paragraph 13.1. Lessee shall have the right to appoint counsel to defend any claim covered by the indemnification contained in this Paragraph 13.1 and Lessor shall cooperate with Lessee in defending any such claim. Lessor shall not settle any such claim without the prior written consent of Lessee, which consent shall not be unreasonably withheld, conditioned or delayed, and Lessor shall not unreasonably withhold, condition or delay its consent or approval of any settlement of such claim proposed by Lessee.

Indemnification by Lessee. Lessee will protect, indemnify, and save harmless Lessor from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) imposed upon, incurred by, or asserted against Lessor by reason of (a) any accidentLessee covenants and agrees to indemnify, occurrencesave harmless and defend Lessor, injury toall officers, or death agents, and employees of persons (including workmen) or loss Lessor, the parent companies and subsidiary companies of or damage to property occurring during Lessor, their officers, agents and employees, and the Term on or about the Premises or any part thereof or the adjoining sidewalks, curbs, vaults manufacturers and vault space, if any, streets or ways, (b) any use, non-use, or condition distributors of the Premises or any part thereof or the adjoining sidewalks, curbs, vaults or vault space, if any, streets or ways during the Term, (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof during the Term, or (d) any act or action brought or asserted by any party, including any governmental agency, for anything alleged to have occurred or originated on the Premises during the TermLeased Equipment, including but not limited to McNeilus Truck and Manufacturing, Inc., a Minnesota corporation (all hereinafter collectively called "Indemnitees") from and against any claim for wrongful discharge and all, losses, damages, fees, penalties, expenses, and injuries and from and against any and all claims, suits, actions, or legal proceedings of stormwater any kind brought against Indemnitees, or any substance that may be alleged of them for or on account of any person or persons, corporation or corporations, or on account of any injuries received or sustained by any person or persons in any manner, directly or indirectly caused by, incident to result in harm to the environment during the term, except to the extent any or growing out of the foregoing is caused by any act actual or omission of Lessor or its partnersalleged use, principalsoperation, or beneficiaries maintenance of the Leased Equipment between the time of delivery thereof to Lessee and the time of surrender thereof by Lessee to Lessor for disposition, including without limitation, traffic violations. Lessee further agrees to take upon itself the settlement of all claims and the defense of any suit or their respective agentssuits or legal proceedings of any kind brought to enforce such claim or claims, officersand to pay all judgments entered in such suit or suits and all costs, directors, shareholders, employees, servants, contractors, subcontractors, successors, attorneys' fees or assignsother expenses. Such settlements and defense efforts shall be conducted by a reputable attorney employed by Lessee and reasonably acceptable to Lessor. In case any actioninstance where said claims in any way affect an Indemnitees' interests under this Agreement, suitLessee shall not consummate any settlement without the affected Indemnitees' prior written consent. Notwithstanding the foregoing, or proceeding Lessor shall be entitled at any time, at its own cost and expense (but at Lessee's cost and expense if Lessee is brought against Lessor by reason not adequately representing or, because of a conflict of interest, may not adequately represent, any interest of Lessor), to participate in the defense and/or settlement of any such occurrence for which claims, suits or legal proceedings and to be represented by attorneys of its own choosing. If Lessor elects to participate in such defense, Lessee has indemnified Lessor, Lessee, upon Lessor's request, shall, at Lessee's expense, resist and defend such action, suit, or proceeding. The obligations of Lessee under this Paragraph arising by reason of any such occurrence taking place during the Term of this Lease shall survive any termination of this Lease. Lessor shall promptly notify Lessee of any facts of which Lessor becomes aware which could give rise to a claim covered by the indemnification contained in this Paragraph 13.1. Lessee shall have the right to appoint counsel to defend any claim covered by the indemnification contained in this Paragraph 13.1 and Lessor shall cooperate with Lessee Lessor in defending any such claim. Lessor shall not settle any such claim without the prior written consent of Lessee, which consent shall not be unreasonably withheld, conditioned or delayed, and Lessor shall not unreasonably withhold, condition or delay its consent or approval of any settlement of such claim proposed by Lesseeconduct thereof.

Indemnification by Lessee. Lessee will protect, indemnify, and save harmless and defend Lessor from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) expenses ), to the extent permitted by law, imposed upon, upon or incurred by, by or asserted against Lessor by reason of (a) any accident, occurrence, injury to, to or death of persons (including workmen) or loss of or damage to property occurring during the Term on or about the Premises a Leased Property or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways, ; (b) any use, non-usemisuse, nonuse, condition, maintenance or condition repair of the Premises or any part thereof or the adjoining sidewalks, curbs, vaults or vault space, if any, streets or ways during the Term, a Leased Property; (c) performance any failure on the part of Lessee to perform or comply with any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof during the Term, or terms of this Lease; (d) the alleged or actual existence of hazardous or toxic materials on or about the Leased Properties; (e) the nonperformance of any act or action brought or asserted of the terms and provisions of any and all existing and future subleases of a Leased Property to be performed by the sublessor thereunder; and (f) obligations of Lessor under any partyand all documents evidencing any loan from a Lessor's Mortgagee incurred by reason of Lessee's defaults under this Lease, including without limitation any governmental agencyprepayment penalties. Any amounts which become payable by Lessee under this Section shall be paid no later than ten (10) days after demand by Lessor and, for anything alleged if such payment is to have occurred or originated on the Premises during the Termbe made to Lessor and is not timely paid, including but not limited to any claim for wrongful discharge of stormwater or any substance that may be alleged to result in harm to the environment during the term, except shall bear a late charge (to the extent any permitted by law) at the lesser of the foregoing is caused Overdue Rate or the maximum rate permitted by any act or omission law from the date of Lessor or its partners, principals, or beneficiaries or their respective agents, officers, directors, shareholders, employees, servants, contractors, subcontractors, successors, or assignssuch determination to the date of payment. In case any action, suit, or proceeding is brought against Lessor by reason of any such occurrence for which Lessee has indemnified Lessor, Lessee, upon Lessor's requestat its expense, shall, at Lessee's expenseshall contest, resist and defend any such actionclaim, suitaction or proceeding asserted or instituted against Lessor or may compromise or otherwise dispose of the same as Lessee sees fit, provided any such contest shall be conducted by counsel who shall be satisfactory to the Lessor. Nothing herein shall be construed as indemnifying Lessor against its own grossly negligent acts or proceedingwillful misconduct. The obligations of Lessee Lessee's liability under this Paragraph arising by reason of any such occurrence taking place during the Term of this Lease Section shall survive any termination of this Lease. Lease as to any circumstance, condition, act or omission occurring to and including the date of termination of this Lease or existing as of the date of Termination, whether known or unknown to Lessor shall promptly notify Lessee of any facts of which Lessor becomes aware which could give rise to a claim covered by the indemnification contained in this Paragraph 13.1. Lessee shall have the right to appoint counsel to defend any claim covered by the indemnification contained in this Paragraph 13.1 and Lessor shall cooperate with Lessee in defending any such claim. Lessor shall not settle any such claim without the prior written consent of Lessee, which consent shall not be unreasonably withheld, conditioned or delayed, and Lessor shall not unreasonably withhold, condition or delay its consent or approval of any settlement of such claim proposed by Lessee.

Indemnification by Lessee. Lessor shall not be liable to Lessee will protector Lessee's employees, indemnifyagents, patrons or visitors, or to any other person whomsoever, for any injury to persons or damage to property on or about the Demised Premises, resulting from and/or caused by the negligence or misconduct of Lessee, its agents, servants or employees, or any other persons entering upon the Demised Premises, or caused by the buildings or improvements located on the real estate on which the Demised Premises are located becoming out of repair, or caused by any prior or future leakage of gas, oil, hazardous substances, water or steam, or by electricity emanating from the real estate or due to any cause whatsoever, and save Lessee hereby covenants and agrees that it will at all times indemnify and hold safe and harmless the Lessor and Lessor's agents and employees from and against all liabilitiesany loss, obligationsliability, claims, damagessuits, penaltiescosts, causes of actionexpenses, costs and expenses (including, without limitation, reasonable limitation attorneys' fees and expenses) imposed upondamages, incurred byboth real and alleged, arising out of any such damage or injury; except injury to persons or damage to property, the sole cause of which is the negligence of the Lessor or the failure of the Lessor to repair any part of the Demised Premises which Lessor is obligated to repair and maintain hereunder within a reasonable time after the receipt of written notice from Lessee of needed repairs. Lessee shall procure and maintain through the term of this sublease a policy or policies of insurance, at its sole cost and expense, insuring against all claims, demands, or asserted against Lessor by reason actions arising out of or in connection with: (ai) any accident, occurrence, Demised Premises; (ii) the condition of the Demised Premises; (iii) Lessee's operations in and maintenance and use of the Demised Premises; and (iv) Lessee's ability or policies to be in the amount of not less than $3,000,000 per occurrence in respect to injury to, or death of to persons (including workmendeath) or loss and in the amount of or damage to property occurring during the Term on or about the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways, (b) any use, non-use, or condition of the Premises or any part thereof or the adjoining sidewalks, curbs, vaults or vault space, if any, streets or ways during the Term, (c) performance of any labor or services or the furnishing of any materials or other property not less than $1,000,000 per occurrence in respect of the Premises property damage or any part thereof during the Term, or (d) any act or action brought or asserted by any partydestruction, including any governmental agency, for anything alleged loss of use thereof All such policies shall be procured by Lessee from responsible insurance companies. Certificate of Insurance evidencing such coverage shall be delivered to have occurred or originated on the Premises during the Term, including but not limited to any claim for wrongful discharge of stormwater or any substance that may be alleged to result in harm Lessor prior to the environment during the term, except to the extent any of the foregoing is caused by any act or omission of Lessor or its partners, principals, or beneficiaries or their respective agents, officers, directors, shareholders, employees, servants, contractors, subcontractors, successors, or assigns. In case any action, suit, or proceeding is brought against Lessor by reason of any such occurrence for which Lessee has indemnified Lessor, Lessee, upon Lessor's request, shall, at Lessee's expense, resist and defend such action, suit, or proceeding. The obligations of Lessee under this Paragraph arising by reason of any such occurrence taking place during the Term of this Lease shall survive any termination commencement date of this Lease. Lessor shall promptly notify Lessee Not less than fifteen days prior to the expiration date of any facts such policy, Certificates of which Insurance evidencing renewal of insurance policies for such coverage shall be delivered to Lessor. Such Certificates of Insurance shall further provide that not less than thirty days' written notice shall be given to Lessor becomes aware which could give rise before such policy may be canceled or changed to a claim covered by the indemnification contained in this Paragraph 13.1. Lessee shall have the right to appoint counsel to defend any claim covered by the indemnification contained in this Paragraph 13.1 and Lessor shall cooperate with Lessee in defending any such claim. Lessor shall not settle any such claim without the prior written consent of Lessee, which consent shall not be unreasonably withheld, conditioned or delayed, and Lessor shall not unreasonably withhold, condition or delay its consent or approval of any settlement of such claim proposed by Lesseereduce insurance provided thereby.

Indemnification by Lessee. Lessee will protectLESSEE covenants and agrees to ------------------------- pay, indemnifydefend, and save harmless Lessor LESSOR from and against any and all liabilitiesliability, obligationsloss, claims, damages, penaltiesdamage, causes of action, costs and expenses (includingsuits, without limitationclaims, reasonable attorneys' fees and expenses) imposed upon, incurred by, demands or asserted against Lessor by reason judgments of any nature whatsoever (a) arising from any accident, occurrence, injury to, to or the death of persons (including workmen) or loss of any person or damage to any property occurring on the Premises during the Term on of this Lease (except for those matters covered pursuant to Section 8.02(a) below), or about the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways, (b) in any manner arising out of or connected with the use, non-use, condition, possession, operation, maintenance, management or condition of the Premises or any part thereof or the adjoining sidewalks, curbs, vaults or vault space, if any, streets or ways during the Term, (c) performance of any labor or services or the furnishing of any materials or other property in respect occupation of the Premises or any part thereof during the TermTerm of this Lease or any extensions thereof, (c) any negligence on the part of the LESSEE or its agents, contractors, servants, employees, licensees or invitees, (d) resulting from the violation by LESSEE of any act term, condition or action brought covenant of this Lease or asserted by of any partycontract, including agreement or restriction created by, through or under LESSEE which affects the Premises, or any governmental agency, for anything alleged to have occurred or originated on regulation affecting the Premises during the Term, including but not limited to any claim for wrongful discharge of stormwater or any substance that may be alleged part thereof applicable to result in harm to the environment during the term, except to the extent any of the foregoing is caused by any act or omission of Lessor or its partners, principals, or beneficiaries or their respective agents, officers, directors, shareholders, employees, servants, contractors, subcontractors, successors, or assigns. In case any action, suit, or proceeding is brought against Lessor by reason of any such occurrence for which Lessee has indemnified Lessor, Lessee, upon Lessor's request, shall, at Lessee's expense, resist and defend such action, suit, or proceeding. The obligations of Lessee under this Paragraph arising by reason of any such occurrence taking place LESSEE during the Term of this Lease or the occupancy or use thereof by LESSEE during the Term of this Lease, or (e) any use by LESSEE or its agents, contractors, servants, employees, licensees or invitees of the parking garage under the Premises and/or the cafeteria in the buildings in front of the Premises and/or the Common Facilities; provided, however, that the indemnification provided hereunder shall not apply to any liability, loss, damage or expense resulting from the negligence or willful misconduct of LESSOR, its officers, employees, servants, licensees, invitees, agents or contractors. LESSEE, at its sole cost and expense, shall defend LESSOR against such causes of action, suits, claims, and demands and be responsible for such judgments as to which LESSOR is indemnified. Should LESSOR elect to participate in any defense it may do so only at LESSOR'S sole cost and expense. Promptly upon receipt by LESSOR of any summons, complaints, lawsuit, charge or process in which there shall be asserted any causes of action, suits, claims or demands against which LESSOR is indemnified in this Section 8.01, LESSOR shall promptly cause the same to be transmitted and delivered to LESSEE. LESSOR shall cooperate with LESSEE in the defense of any such cause of action, suit, claim or demand. Written notice of the assertion against LESSOR of any such cause of action, suit, claim or demand shall be delivered by LESSOR to LESSEE promptly after LESSOR receives knowledge thereof. The obligations of LESSEE under this 8.01 shall survive any termination of this Lease. Lessor shall promptly notify Lessee Lease and any transfer or assignment by LESSOR or LESSEE of this Lease or any facts of which Lessor becomes aware which could give rise to a claim covered by the indemnification contained in this Paragraph 13.1. Lessee shall have the right to appoint counsel to defend any claim covered by the indemnification contained in this Paragraph 13.1 and Lessor shall cooperate with Lessee in defending any such claim. Lessor shall not settle any such claim without the prior written consent of Lessee, which consent shall not be unreasonably withheld, conditioned or delayed, and Lessor shall not unreasonably withhold, condition or delay its consent or approval of any settlement of such claim proposed by Lesseeinterest hereunder.

Indemnification by Lessee. Lessee will shall protect, indemnifyindemnify and hold harmless the Authority and its present or future members,officers, employees or agents against and save harmless Lessor from any and against all liabilities, obligationssuits, actions, claims,demands, damages, penaltieslosses, causes expenses(including reasonable attorney fees)and costs of action, costs every kind and expenses (including, without limitation, reasonable attorneys' fees and expenses) imposed upon, nature incurred by, ,or asserted against Lessor by reason of (a) any accident, occurrence, injury to, or death of persons (including workmen) imposed against,the Authority and its present or loss of future members,officers,agents or damage to property occurring during the Term on or about the Premises employees,or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways, (b) any use, non-use, or condition of the Premises or any part thereof or the adjoining sidewalks, curbs, vaults or vault space, if any, streets or ways during the Term, (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof during the Term, or (d) any act or action brought or asserted by any party, including any governmental agency, for anything alleged to have occurred or originated on the Premises during the Term, including but not limited to any claim for wrongful discharge of stormwater or any substance that may be alleged to result in harm to the environment during the term, except to the extent any of the foregoing is caused by any act or omission of Lessor or its partners, principals, or beneficiaries or their respective agents, officers, directors, shareholders, employees, servants, contractors, subcontractors, successors, or assigns. In case any action, suit, or proceeding is brought against Lessor them,by reason of any matter relating to the financing, leasing,construction,operation,management or maintenance of the Leased Facilities or the Assumed Liabilities under this Agreement, unless resulting from the gross negligence or willful misconduct or fraud of any such persons, during the term of this Agreement. The indemnification contained herein shall be limited,however,to amounts in excess of any amounts which are paid by any insurance carrier under a policy of insurance for the occurrence indemnified;and the Authority shall seek indemnification from Lessee hereunder only after exhausting insurance coverage available for which such occurrence,Lessee has indemnified Lessor, Lessee, upon Lessor's request, shall, may,and if so requested by the Authority shalt,undertake to defend,in its own name or in the name and stead of the Authority or in both names,and at Lessee's sole cost and expense,any and all suits,actions or proceedings brought against the Authority or any of its members,officers, resist agents or employees,in connection with any of the matters mentioned in this Section,provided that the Authority shall give Lessee timely notice of and defend such actionshall forward to Lessee every demand,notice, suitsummons or other process received with respect to any claim or legal proceeding within the preview thereof.The Authority shall not pay,settle,compromise,or satisfy any claim,demand, suit or proceeding. The obligations of action for which indemnification will be sought against Lessee under this Paragraph arising Agreement without the prior consent of Lessee.Notwithstanding the foregoing, it is the intent of the parties that the Authority 041 not waive its sovereign immunity defense by reason of any such occurrence taking place during the Term virtue of this Lease shall survive indemnification provision or any termination other provision of this Lease. Lessor shall promptly notify Lessee of any facts of Agreement.With respect to matters for which Lessor becomes aware which could give rise sovereign immunity is available to the Authority as a claim covered by the indemnification contained in this Paragraph 13.1. defense,Lessee shall have the right to appoint counsel to defend any claim covered by no obligation under the indemnification contained provided in this Paragraph 13.1 Agreement unless and Lessor shall cooperate with until the Authority has raised sovereign immunity as a defense; and Lessee in defending any such claim. Lessor shall not settle any such claim without the prior written consent of Lessee, which consent shall not be unreasonably withheld, conditioned liable to the Authority under this indemnification or delayed, and Lessor shall not unreasonably withhold, condition or delay its consent or approval any other provision of any settlement this Agreement to the extent the Authority is protected by the doctrine of such claim proposed by Lessee.sovereign immunity. Section 10.2

Indemnification by Lessee. Lessee will protect, indemnify, shall indemnify and save hold Lessor harmless Lessor from and against all liabilities, obligations, claims, damages, fines, penalties, interest, causes of action, costs and expenses (includingexpenses, without limitation, reasonable including attorneys' fees and expenses) (but excluding any income or excess profits or franchise taxes of Lessor determined on the basis of general income or revenue or any interest or penalties in respect thereof), imposed upon, upon or incurred by, by or asserted against Lessor or the Demised Premises by reason of (a) the occurrence or existence of any of the following, which result from any negligent act or omission of Lessor: ownership of the Demised Premises or any interest therein, or receipt of any rent or other sum therefrom; any accident, occurrence, injury to, to or death of persons (including workmenworkers) or loss of or damage to property occurring during the Term occurring, or claimed to have occurred, on or about the Demised Premises or any part thereof thereof, or any Improvements now or hereafter erected thereon, or appurtenances thereto; any use or condition of the Demised Premises or any part thereof, or any Improvements now or hereafter erect thereon, or the adjoining sidewalks, curbs, vaults and vault spacespaces, if any, streets or ways, (b) or appurtenances thereto; any use, non-use, failure on the part of Lessee promptly and fully to comply with or condition perform any of the Premises terms, covenants or any part thereof conditions of this Lease; or the adjoining sidewalks, curbs, vaults or vault space, if any, streets or ways during the Term, (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Demised Premises or any part thereof during the Term, or (d) any act or action brought or asserted by any party, including any governmental agency, for anything alleged to have occurred or originated on the Premises during the Term, including but not limited to any claim for wrongful discharge of stormwater or any substance that may be alleged to result in harm to the environment during the term, except to the extent any of the foregoing is caused by any act or omission of Lessor or its partners, principals, or beneficiaries or their respective agents, officers, directors, shareholders, employees, servants, contractors, subcontractors, successors, or assignsthereof. In the case any action, suit, action or proceeding is brought against Lessor or filed against the Demised Premises or any part thereof by reason of any such occurrence for which Lessee has indemnified Lessoroccurrence, Lessee, upon Lessor's request, shall, request and at Lessee's expense, shall resist and defend such action, suit, action or proceeding, or cause the same to be resisted and defended by counsel designated by Lessee and approved by Lessor. The obligations of Lessee under this Paragraph arising by reason of any such occurrence taking place during the Term of this Lease Article 14 shall survive any the expiration or termination of this Lease. Lessor shall promptly notify Lessee of any facts of which Lessor becomes aware which could give rise to a claim covered by the indemnification contained in this Paragraph 13.1. Lessee shall have the right to appoint counsel to defend any claim covered by the indemnification contained in this Paragraph 13.1 and Lessor shall cooperate with Lessee in defending any such claim. Lessor shall not settle any such claim without the prior written consent of Lessee, which consent shall not be unreasonably withheld, conditioned or delayed, and Lessor shall not unreasonably withhold, condition or delay its consent or approval of any settlement of such claim proposed by LesseeLease Term.

Indemnification by Lessee. Lessee will protect, indemnify, shall indemnify and save hold Lessor harmless Lessor from and against all liabilities, obligations, claims, damages, fines, penalties, interest, causes of action, costs and expenses (includingexpenses, without limitation, including reasonable attorneys' ’ fees and expenses) (but excluding any income or excess profits or franchise taxes of Lessor determined on the basis of general income or revenue or any interest or penalties in respect thereof), imposed upon, upon or incurred by, by or asserted against Lessor or the Demised Premises by reason of (a) the occurrence or existence of any of the following, whether or not resulting from any negligent act or omission of Lessor: ownership of the Demised Premises or any interest therein, or receipt of any rent or other sum therefrom; any accident, occurrence, injury to, to or death of persons (including workmenworkers) or loss of or damage to property occurring during the Term occurring, or claimed to have occurred, on or about the Demised Premises or any part thereof thereof, or any Improvements now or hereafter erected thereon, or the adjoining sidewalks, curbs, vaults or vault spaces, if any, streets or ways, or appurtenances thereto; any use or condition of the Demised Premises or any part thereof, or any Improvements now or hereafter erect thereon, or the adjoining sidewalks, curbs, vaults and vault spacespaces, if any, streets or ways, (b) or appurtenances thereto; any use, non-use, failure on the part of Lessee promptly and fully to comply with or condition perform any of the Premises terms, covenants or any part thereof conditions of this Lease; or the adjoining sidewalks, curbs, vaults or vault space, if any, streets or ways during the Term, (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Demised Premises or any part thereof during the Term, or (d) any act or action brought or asserted by any party, including any governmental agency, for anything alleged to have occurred or originated on the Premises during the Term, including but not limited to any claim for wrongful discharge of stormwater or any substance that may be alleged to result in harm to the environment during the term, except to the extent any of the foregoing is caused by any act or omission of Lessor or its partners, principals, or beneficiaries or their respective agents, officers, directors, shareholders, employees, servants, contractors, subcontractors, successors, or assignsthereof. In the case any action, suit, action or proceeding is brought against Lessor or filed against the Demised Premises or any part thereof by reason of any such occurrence for which Lessee has indemnified Lessoroccurrence, Lessee, upon Lessor's request, shall, ’s request and at Lessee's ’s expense, shall resist and defend such action, suit, action or proceeding, or cause the same to be resisted and defended by counsel designated by Lessee subject to Lessor’s approval which approval shall not be unreasonably withheld. The obligations of Lessee under this Paragraph arising by reason Article 14 shall survive the expiration or termination of the Lease Term. Tenant shall indemnify and hold harmless Landlord and its successors and assigns from all costs, damages, expenses, liability and harm resulting from any spill, release or presence of toxic or hazardous materials (hereinafter an “Environmental Conditions”) and the violation of any such occurrence taking place during federal, state or local laws addressing environmental matters (hereinafter “Environmental Law”) occurring or existing with respect to any portion of the Term of this Lease shall survive any termination of this Lease. Lessor shall promptly notify Lessee of any facts of demised premises, prior to the date on which Lessor becomes aware which could give rise to a claim covered by the indemnification contained in this Paragraph 13.1. Lessee shall have the right to appoint counsel to defend any claim covered by the indemnification contained in this Paragraph 13.1 and Lessor shall cooperate with Lessee in defending any such claim. Lessor shall not settle any such claim without the prior written consent of Lessee, which consent shall not be unreasonably withheld, conditioned or delayed, and Lessor shall not unreasonably withhold, condition or delay its consent or approval of any settlement Tenant first commenced occupancy of such claim proposed by LesseePremises.

Indemnification by Lessee. Lessee will protect, indemnify, shall indemnify and save hold Lessor harmless Lessor from and against all liabilities, obligations, claims, damages, fines, penalties, interest, causes of action, costs and expenses (includingexpenses, without limitation, including reasonable attorneys' ’ fees and expenses) (but excluding any income or excess profits or franchise taxes of Lessor determined on the basis of general income or revenue or any interest or penalties in respect thereof), imposed upon, upon or incurred by, by or asserted against Lessor or the Demised Premises by reason of (a) the occurrence or existence of any of the following, whether or not resulting from any negligent act or omission of Lessor: Lessee’s use and operation of the Demised Premises or any interest therein, or Lessee’s receipt of any rent or other sum therefrom; any accident, occurrence, injury to, to or death of persons (including workmenworkers) or loss of or damage to property occurring during the Term occurring, or claimed to have occurred, on or about the Demised Premises or any part thereof thereof, or any Improvements now or hereafter erected thereon, or the adjoining sidewalks, curbs, vaults or vault spaces, if any, streets or ways, or appurtenances thereto; any use or condition of the Demised Premises or any part thereof, or any Improvements now or hereafter erect thereon, or the adjoining sidewalks, curbs, vaults and vault spacespaces, if any, streets or ways, (b) or appurtenances thereto; any use, non-use, failure on the part of Lessee promptly and fully to comply with or condition perform any of the Premises terms, covenants or any part thereof conditions of this Lease; or the adjoining sidewalks, curbs, vaults or vault space, if any, streets or ways during the Term, (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Demised Premises or any part thereof during the Term, or (d) any act or action brought or asserted by any party, including any governmental agency, for anything alleged to have occurred or originated on the Premises during the Term, including but not limited to any claim for wrongful discharge of stormwater or any substance that may be alleged to result in harm to the environment during the term, except to the extent any of the foregoing is caused by any act or omission of Lessor or its partners, principals, or beneficiaries or their respective agents, officers, directors, shareholders, employees, servants, contractors, subcontractors, successors, or assignsthereof. In the case any action, suit, action or proceeding is brought against Lessor or filed against the Demised Premises or any part thereof by reason of any such occurrence for which Lessee has indemnified Lessoroccurrence, Lessee, upon Lessor's request, shall, ’s request and at Lessee's ’s expense, shall resist and defend such action, suit, action or proceeding, or cause the same to be resisted and defended by counsel designated by Lessee subject to Lessor’s approval which approval shall not be unreasonably withheld. Tenant shall indemnify and hold harmless Landlord and its successors and assigns from all costs, damages, expenses, liability and harm resulting from any spill, release or presence of toxic or hazardous materials (hereinafter an “Environmental Conditions”) and the violation of any federal, state or local laws addressing environmental matters (hereinafter “Environmental Law”) occurring or existing with respect to any portion of the demised premises, prior to the date on which the Tenant first commenced occupancy of such Premises. The obligations of Lessee under this Paragraph arising by reason of any such occurrence taking place during the Term of this Lease Article 14 shall survive any the expiration or termination of this Lease. Lessor shall promptly notify Lessee of any facts of which Lessor becomes aware which could give rise to a claim covered by the indemnification contained in this Paragraph 13.1. Lessee shall have the right to appoint counsel to defend any claim covered by the indemnification contained in this Paragraph 13.1 and Lessor shall cooperate with Lessee in defending any such claim. Lessor shall not settle any such claim without the prior written consent of Lessee, which consent shall not be unreasonably withheld, conditioned or delayed, and Lessor shall not unreasonably withhold, condition or delay its consent or approval of any settlement of such claim proposed by LesseeLease Term.

Indemnification by Lessee. Lessee will protect, indemnify, shall indemnify and save hold Lessor harmless Lessor from and against all liabilities, obligations, claims, damages, fines, penalties, interest, causes of action, costs and expenses (includingexpenses, without limitation, reasonable including attorneys' fees and expenses) (but excluding any income or excess profits or franchise taxes of Lessor determined on the basis of general income or revenue or any interest or penalties in respect thereof), imposed upon, upon or incurred by, by or asserted against Lessor or the Demised Premises by reason of (a) the occurrence or existence of any of the following, whether or not resulting from any negligent act or omission of the Lessor: Ownership of the Demised Premises or any interest therein, or receipt of any rent or other sum therefrom; any accident, occurrence, injury to, to or death of persons (including workmenworkers) or loss of or damage to property occurring during the Term occurring, or claimed to have occurred, on or about the Demised Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways, (b) any use, non-usethereof, or condition of the Premises any Improvements now or any part thereof hereafter erected thereon, or the adjoining sidewalks, curbs, vaults or vault space, if any, streets or ways during ways, or appurtenances thereto; any use or condition of the TermDemised Premises or any part thereof, (c) or any Improvements now or hereafter erected thereon, or the adjoining sidewalks, curbs, vaults or vault space, if any, streets or ways, or appurtenances thereto; any failure on the part of Lessee promptly and fully to comply with or perform any of the terms, covenants or conditions of this Lease; or performance of any labor or services or the furnishing of any materials or other property in respect of the Demised Premises or any part thereof during the Term, or (d) any act or action brought or asserted by any party, including any governmental agency, for anything alleged to have occurred or originated on the Premises during the Term, including but not limited to any claim for wrongful discharge of stormwater or any substance that may be alleged to result in harm to the environment during the term, except to the extent any of the foregoing is caused by any act or omission of Lessor or its partners, principals, or beneficiaries or their respective agents, officers, directors, shareholders, employees, servants, contractors, subcontractors, successors, or assignsthereof. In the case any action, suit, action or proceeding is brought against Lessor or filed against the Demised Premises or any part thereof by reason of any such occurrence for which Lessee has indemnified Lessoroccurrence, Lessee, upon Lessor's request, shall, request and at Lessee's expense, shall resist and defend such action, suit, action or proceeding, or cause the same to be resisted and defended by counsel designated by Lessee and approved by Lessor. The obligations of Lessee under this Paragraph arising by reason of any such occurrence taking place during the Term of this Lease Article 14 shall survive any the expiration or termination of this Lease. Lessor shall promptly notify Lessee of any facts of which Lessor becomes aware which could give rise to a claim covered by the indemnification contained in this Paragraph 13.1. Lessee shall have the right to appoint counsel to defend any claim covered by the indemnification contained in this Paragraph 13.1 and Lessor shall cooperate with Lessee in defending any such claim. Lessor shall not settle any such claim without the prior written consent of Lessee, which consent shall not be unreasonably withheld, conditioned or delayed, and Lessor shall not unreasonably withhold, condition or delay its consent or approval of any settlement of such claim proposed by LesseeLease Term.