Indemnification by Tenant. 33.1 Except to the extent arising from Landlord’s negligence, willful misconduct or breach of this Lease or the Asset Purchase Agreement, Tenant will protect, indemnify and save Landlord harmless from and shall defend Landlord against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by or asserted against Landlord by reason of: (a) ownership of the Premises during the Term or any interest therein, or receipt of any Rent or other sum therefrom (other than liabilities or claims arising out of any Pre-Existing Environmental Condition or Landlord’s activities in connection with the clean-up and/or remediation thereof); and (b) any accident, injury to or death of persons or loss of or damage to property, occurring during the Term or thereafter while Tenant is in possession of the Premises, on or about the Premises, or any part thereof or the adjoining sidewalks, curbs, streets or ways, vaults and vault space, if any; and (c) any use, non-use or condition of or occurrence at the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways; and (d) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; and (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof. In case any action, suit or proceeding is brought against Tenant by reason of any such condition or occurrence, Tenant, upon Landlord’s request, will at Tenant’s expense resist and defend such action, suit or proceeding, or cause the same to be resisted and defended by counsel designated by Tenant and approved by Landlord; and (f) any work or thing whatsoever done, or any condition created, at the Premises during the Term; and (g) any act, omission or negligence of Tenant or any of its subtenants, licensees, agents, employees, officers, directors or contractors.
Appears in 3 contracts
Samples: Lease (Electro Energy Inc), Lease (Electro Energy Inc), Lease (Electro Energy Inc)
Indemnification by Tenant. 33.1 Except Tenant agrees to the extent arising from indemnify Landlord’s negligence, willful misconduct or breach of this Lease or the Asset Purchase Agreementits employees, Tenant will protectagents, indemnify contractors, mortgagees and successors in interest against and save Landlord Landlord, its employees, agents, contractors, mortgagees and successors in interest harmless from any and shall defend Landlord against all liabilitiesloss, obligationscost, claimsliability, damagesdamage and expense including without limitation, penalties, causes of actionfines and reasonable counsel fees, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by or asserted against Landlord by reason of: (a) ownership of the Premises during the Term or any interest therein, or receipt of any Rent or other sum therefrom (other than liabilities or claims arising out of any Pre-Existing Environmental Condition or Landlord’s activities in connection with the clean-up and/or remediation thereof); and (b) or arising from any accident, injury to or death of persons or loss of or damage to property, occurring during the Term or thereafter while Tenant is in possession of the Premisescause whatsoever in, on or about the Premises, including, without limiting the generality of the foregoing (a) any default by Tenant in the observance or performance of any of the terms, covenants or conditions of this Lease on Tenant's part to be observed or performed, or (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any part thereof person or entity claiming through or under Tenant contrary to the adjoining sidewalkspermitted use provided in 6.1, curbs, streets or ways, vaults and vault space, if any; and (c) any useintentionally deleted, non-use or condition of or occurrence at the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways; and (d) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; and (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof. In case any actionacts, suit or proceeding is brought against Tenant by reason of any such condition or occurrence, Tenant, upon Landlord’s request, will at Tenant’s expense resist and defend such action, suit or proceeding, or cause the same to be resisted and defended by counsel designated by Tenant and approved by Landlord; and (f) any work or thing whatsoever done, or any condition created, at the Premises during the Term; and (g) any act, omission omissions or negligence of Tenant or any person or entity claiming through or under Tenant, or of its subtenants, licenseesthe contractors, agents, servants, employees, officersvisitors or licensees of Tenant or any such person or entity, directors in, or contractors.about the Premises or the Building, either prior to, during, or after the expiration of the Term, including without limitation, any acts, omissions or negligence in the making or performing of any Alterations. Tenant further agrees to indemnify and save harmless Landlord, Landlord's agents, and the lessor or lessors under all ground or underlying leases, from and against any and all loss, cost, liability, damage and expense including, without limitation, reasonable counsel fees, incurred in connection with or arising from any claims by any persons by reason of injury to persons or damage to property occasioned by any negligent act or omission referred to in the preceding sentence. 18.3
Appears in 2 contracts
Samples: Lease Agreement (Intracel Corp), Lease Agreement (Intracel Corp)
Indemnification by Tenant. 33.1 Except to the extent arising from Landlord’s negligence, willful misconduct or breach of this Lease or the Asset Purchase Agreement, Tenant will protect, shall indemnify and save hold Landlord and all Superior Lessors and Superior Mortgagees and their respective partners, directors, officers, agents, employees and beneficiaries harmless from and shall defend Landlord against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon claims from or incurred by or asserted against Landlord by reason ofin connection with: (a) ownership of the Premises during the Term conduct or any interest therein, or receipt of any Rent or other sum therefrom (other than liabilities or claims arising out of any Pre-Existing Environmental Condition or Landlord’s activities in connection with the clean-up and/or remediation thereof); and (b) any accident, injury to or death of persons or loss of or damage to property, occurring during the Term or thereafter while Tenant is in possession of the Premises, on or about the Premises, or any part thereof or the adjoining sidewalks, curbs, streets or ways, vaults and vault space, if any; and (c) any use, non-use or condition of or occurrence at the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways; and (d) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; and (e) performance of any labor or services or the furnishing of any materials or other property in respect management of the Premises or any part thereof. In case any action, suit or proceeding is brought against Tenant by reason of any such condition or occurrence, Tenant, upon Landlord’s request, will at Tenant’s expense resist and defend such action, suit or proceedingbusiness therein, or cause the same to be resisted and defended by counsel designated by Tenant and approved by Landlord; and (f) any work or thing whatsoever done, or any condition created, at created (other than by Landlord) in or about the Premises during the Termterm of this Lease or during the period of time, if any, prior to the Commencement Date that Tenant may have been given access to the Premises; and (gb) any act, omission or negligence of Tenant or any of its subtenantssubtenants or licensees or its or their partners, licenseesdirectors, officers, agents, employeesemployees or contractors; (c) any accident, injury or damage whatsoever (unless caused solely by Landlord's negligence) occurring in, at or upon the Premises; and (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant's obligations under this Lease; together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys' fees and expenses. In case any action or proceeding be brought against Landlord and/or Superior Lessor or Superior Mortgagee and/or his or their partners, directors, officers, directors agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or contractorssuch Superior Lessor or Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Lessor or Superior Mortgagee).
Appears in 2 contracts
Samples: Lease Agreement (Registry Magic Inc), Lease Agreement (Registry Magic Inc)
Indemnification by Tenant. 33.1 Except to the extent arising from Landlord’s negligenceTenant shall pay, willful misconduct or breach of this Lease or the Asset Purchase Agreementand shall protect, Tenant will protectdefend, indemnify and save hold Landlord and Landlord’s Lender harmless from and shall defend Landlord against all liabilities, obligations, claimslosses, damages, penaltiescosts, causes of action, costs and expenses (including, without limitation, including reasonable attorneys’ fees and expenses) imposed upon ), claims, demands or incurred by or asserted against Landlord by reason of: (a) ownership of the Premises during the Term or any interest therein, or receipt judgments of any Rent nature arising from or other sum therefrom (other than liabilities or claims arising out of any Pre-Existing Environmental Condition or Landlord’s activities in connection with the clean-up and/or remediation following events to the extent such events arise during the Term of this Lease: (i) any injury to, or the death of, any person or any damage to or loss of property on the Leased Property or growing out of or directly or indirectly connected with the ownership by Landlord, use, nonuse, occupancy, construction, repair or rebuilding of the Leased Property (or adjoining property, to the extent that any loss or damage to adjoining property arises from or out of the Leased Property), or resulting from the condition thereof), other than any injury, death, damage or loss arising out of Landlord’s or Landlord’s Lender’s willful misconduct or gross negligence; and (bii) violation by Tenant of any accidentprovision of this Lease whether or not such violation results in a violation of any provision of any mortgage affecting Landlord’s interest in the Leased Property, injury or of any law, rule, regulation, ordinance or restriction, now or hereafter in effect and affecting the Leased Property, or of any lease or other agreement relating to the Leased Property now or death of persons or loss of or damage hereafter in effect to property, occurring during the Term or thereafter while which Tenant is in possession of the Premises, on a party or about the Premisesby which Tenant is bound, or of any part thereof agreement of which Tenant now has actual or constructive notice and which is now in effect, affecting the Leased Property or the adjoining sidewalksownership by Landlord, curbs, streets or ways, vaults and vault space, if any; and (c) any use, non-use nonuse, occupancy, construction, repair or condition of or occurrence at the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways; and (d) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; and (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part rebuilding thereof. In case any action, suit or proceeding is brought against Tenant by reason of any such condition or occurrence, Tenant, upon Landlord’s request, will at Tenant’s expense resist and defend such action, suit or proceeding, or cause the same to be resisted and defended by counsel designated by Tenant and approved by Landlord; and (f) any work or thing whatsoever done, or any condition created, at the Premises during the Term; and (g) any act, omission or negligence of Tenant or any of its subtenants, licensees, agents, employees, officers, directors or contractors.
Appears in 2 contracts
Samples: Lease Agreement (Gramercy Capital Corp), Lease Agreement (Gramercy Capital Corp)
Indemnification by Tenant. 33.1 Except to the extent arising from Landlord’s negligence, willful misconduct or breach of this Lease or the Asset Purchase Agreement, Tenant will protect, shall indemnify and save hold Landlord and all Mortgagees and his and their respective partners, directors, officers, agents, employees and beneficiaries harmless from and shall defend Landlord against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon claims from or incurred by or asserted against Landlord by reason of: (a) ownership of the Premises during the Term or any interest therein, or receipt of any Rent or other sum therefrom (other than liabilities or claims arising out of any Pre-Existing Environmental Condition or Landlord’s activities in connection with (I) the clean-up and/or remediation thereof); and (b) any accident, injury to conduct or death of persons or loss of or damage to property, occurring during the Term or thereafter while Tenant is in possession of the Premises, on or about the Premises, or any part thereof or the adjoining sidewalks, curbs, streets or ways, vaults and vault space, if any; and (c) any use, non-use or condition of or occurrence at the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways; and (d) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; and (e) performance of any labor or services or the furnishing of any materials or other property in respect management of the Premises or any part thereof. In case any action, suit or proceeding is brought against Tenant by reason of any such condition or occurrence, Tenant, upon Landlord’s request, will at Tenant’s expense resist and defend such action, suit or proceedingbusiness therein, or cause the same to be resisted and defended by counsel designated by Tenant and approved by Landlord; and (f) any work or thing whatsoever done, or any condition created, at created (other than by Landlord) in or about the Premises during the Termterm of this Lease or during the period of time, if any, prior to the Commencement Date that Tenant may have been given access to the Premises; and (gii) any act, omission or negligence of Tenant or any of its subtenantssubtenants or licensees or its or their partners, licenseesdirectors, officers, agents, employeesemployees or contractors; (iii) any accident, injury or damage whatsoever (unless caused solely by Landlord’s negligence or willful misconduct) occurring in, at or upon the Premises; and (iv) any breach or default by Tenant in the full and prompt payment and performance of Tenant’s obligations under this Lease; together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon including, without limitation, all reasonable attorneys’ fees and expenses. In case any action or proceeding be brought against Landlord and/or Mortgagee and/or his or their partners, directors, officers, directors agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or contractorssuch Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to landlord or such Mortgagee).
Appears in 2 contracts
Samples: Office Space Lease (Gulfstream International Group Inc), Office Space Lease (Gulfstream International Group Inc)
Indemnification by Tenant. 33.1 Except Section 8.1 Tenant shall defend (with counsel reasonably satisfactory to the extent arising from Landlord) and indemnify and hold harmless Landlord and Landlord’s negligencedirectors, willful misconduct officers, employees, members and agents against any claim, expense, loss, or breach liability paid, suffered or incurred as the result of (a) any breach, violation or non-performance by Tenant, its agents, directors, officers, employees, contractors (and its and their employees), visitors and/or licensees, guests or customers of any covenant, condition or agreement of this Lease or the Asset Purchase Agreementon Tenant's part to be fulfilled, Tenant will protectkept, indemnify observed and save Landlord harmless from and shall defend Landlord against all liabilitiesperformed, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by or asserted against Landlord by reason of: (a) ownership of the Premises during the Term or any interest therein, or receipt of any Rent or other sum therefrom (other than liabilities or claims arising out of any Pre-Existing Environmental Condition or Landlord’s activities in connection with the clean-up and/or remediation thereof); and (b) any accident, injury to or death and all claims against Landlord of persons or loss of or damage to property, occurring during the Term or thereafter while Tenant is in possession of the Premises, on or about the Premises, or any part thereof or the adjoining sidewalks, curbs, streets or ways, vaults and vault space, if any; and (c) any use, non-use or condition of or occurrence at the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways; and (d) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; and (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof. In case any action, suit or proceeding is brought against Tenant by reason of any such condition or occurrence, Tenant, upon Landlord’s request, will at Tenant’s expense resist and defend such action, suit or proceeding, or cause the same to be resisted and defended by counsel designated by Tenant and approved by Landlord; and (f) any work or thing whatsoever done, or any condition created, at the Premises during the Term; and (g) whatever nature arising from any act, omission or negligence of Tenant or any of Tenant, its subtenantsagents, licenseesdirectors, agentsofficers, employees, contractors (and its and their employees), visitors and/or licensees, guests or customers, (c) all claims against Landlord arising from any accident, injury or damage whatsoever caused to any person or to the property of any person and occurring during the term of this Lease in or about the Demised Premises, excluding, however, such claims resulting from any work or thing done in or about the Demised Premises by Landlord or Landlord’s employees, agents or contractors, and (d) all claims against Landlord arising from any accident, injury or damage occurring outside of the Demised Premises but anywhere within or about the Building, where such accident, injury or damage results or is claimed to have resulted from an act or omission of Tenant or Tenant’s agents, directors, officers, directors employees, contractors (and its and their employees), visitors and/or licensees, guests or contractorscustomers. Tenant shall not be entitled to assert any claims for damages to personal property, fixtures, installations or improvements, or to assert a claim that Tenant has been constructively evicted from all or any portion of the Demised Premises, because of a condition resulting from Landlord's fault or from the action or omission of any other tenant of leased space in the Building, unless Tenant shall have first informed Landlord, and such other persons as are entitled to notice pursuant to the provisions of Section 13.2 hereof, in writing, of the objectionable condition or conditions, and Landlord, or such other persons referred to in Section 13.2 hereof, shall have failed within a reasonable time after receipt of such notice to remedy the condition or conditions complained of. The Tenant’s obligations to Landlord pursuant to this Article shall survive the termination of this Lease.
Appears in 1 contract
Indemnification by Tenant. 33.1 Except Subject to the extent arising from Landlord’s negligence, willful misconduct or breach of this Lease or the Asset Purchase AgreementSection 13.1.2, Tenant will protectshall indemnify, indemnify defend, protect and save hold Landlord and its affiliates harmless from and shall defend Landlord against any and all liabilitiesclaims, obligationsactions, claimsproceedings, losses, costs, damages, penalties, causes of action, costs and expenses and/or liabilities (including, without limitation, court costs and reasonable attorneys’ fees and expenses' fees) imposed upon or incurred by or asserted against Landlord by reason of: (a) ownership of the Premises during the Term or any interest therein, or receipt of any Rent or other sum therefrom (other than liabilities or claims arising out of any Pre-Existing Environmental Condition or Landlord’s activities in connection with or arising at any time and from any cause whatsoever, and whether before or after the clean-up and/or remediation thereof); and (b) any accidentCommencement Date, injury to or death of persons or loss of or damage to property, occurring during the Term or thereafter while Tenant is in possession of the Premises, on or about the Premises, or any part thereof or including, without limiting the adjoining sidewalks, curbs, streets or ways, vaults and vault space, if any; and generality of the foregoing: (ci) any use, non-use default by Tenant in the observance or condition performance of or occurrence at the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways; and (d) any failure on the part of Tenant to perform or comply with any of the terms terms, covenants, or conditions of this LeaseLease on Tenant's part to be observed or performed; and (eii) performance the use or occupancy of the Premises by Tenant or any labor person claiming by, through, or services or under Tenant; (iii) the furnishing of any materials or other property in respect condition of the Premises or any part thereof. In case occurrence or happening on the Premises from any action, suit or proceeding is brought against Tenant by reason of any such condition or occurrence, Tenant, upon Landlord’s request, will at Tenant’s expense resist and defend such action, suit or proceedingcause whatsoever, or cause the same to be resisted and defended by counsel designated by Tenant and approved by Landlord; and (fiv) any work or thing whatsoever doneacts, or any condition createdomissions, at the Premises during the Term; and (g) any act, omission or negligence of Tenant or any person claiming by, through, or under Tenant, or of its subtenants, licenseesthe contractors, agents, servants, employees, officersvisitors, directors or contractorslicensees of Tenant or any such person, in, on, or about the Premises, in each such instance either prior to or during the Lease term (including, without limitation, any holdovers in connection therewith), including, without limitation, any acts, omissions, or negligence in the making or performance of any alterations. Tenant further agrees to indemnify, defend, protect and hold harmless Landlord's agents, and the landlord or landlords under all ground or underlying leases, from and against any and all claims, actions, proceedings, losses, costs, damages, expenses and/or liabilities (including, without limitation, reasonable attorney's fees) incurred in connection with or arising from any claims by any persons by reason of injury to persons or damage to property occasioned by any use, occupancy, condition, occurrence, happening, act, omission, or negligence referred to in the preceding sentence. The provisions of this Section shall survive the expiration or sooner termination of this Lease with respect to any act or omission occurring prior to such expiration or termination, and shall not be limited by reason of any insurance carried by Landlord and Tenant.
Appears in 1 contract
Samples: Lease Agreement (Sports Club Co Inc)
Indemnification by Tenant. 33.1 Except to the extent arising from Landlord’s negligence, willful misconduct or breach of this Lease or the Asset Purchase Agreement, Tenant will protect, shall indemnify and save hold Landlord and all Superior Lessors and Superior Mortgagees and its and their respective partners, directors, officers, agents, employees and beneficiaries harmless from and shall defend Landlord against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon claims from or incurred by or asserted against Landlord by reason of: in connection with (a) ownership of the Premises during the Term conduct or any interest therein, or receipt of any Rent or other sum therefrom (other than liabilities or claims arising out of any Pre-Existing Environmental Condition or Landlord’s activities in connection with the clean-up and/or remediation thereof); and (b) any accident, injury to or death of persons or loss of or damage to property, occurring during the Term or thereafter while Tenant is in possession of the Premises, on or about the Premises, or any part thereof or the adjoining sidewalks, curbs, streets or ways, vaults and vault space, if any; and (c) any use, non-use or condition of or occurrence at the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways; and (d) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; and (e) performance of any labor or services or the furnishing of any materials or other property in respect management of the Premises or any part thereof. In case any action, suit or proceeding is brought against Tenant by reason of any such condition or occurrence, Tenant, upon Landlord’s request, will at Tenant’s expense resist and defend such action, suit or proceedingbusiness therein, or cause the same to be resisted and defended by counsel designated by Tenant and approved by Landlord; and (f) any work or thing whatsoever done, or any condition created, at created (other than by Landlord) in or about the Premises during the TermTerm of this Lease or during the period of time, if any, prior to the Commencement Date that Tenant may have been given access to the Premises; and (gb) any act, omission or negligence of Tenant or any of its subtenantssubtenants or licensees or its or their partners, licenseesdirectors, officers, agents, employees, officers, directors employees or contractors; (c) any accident, injury or damage whatsoever (unless caused solely by Landlord’s negligence) occurring in, at or upon the Premises as a result of the acts of the Tenant, its servants, agents, invitees or employees; and (d) any Event of Default by Tenant under this Lease; together with all reasonable costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon including, without limitation, all reasonable attorneys’ fees and expenses, provided the same is awarded by a court of competent jurisdiction. In case any action or proceeding be brought against Landlord and/or employees by reason of any such claim, Tenant upon notice from Landlord or such Superior Lessor Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Lessor or Superior Mortgagee).
Appears in 1 contract
Samples: Office Lease (Towerstream Corp)
Indemnification by Tenant. 33.1 Except to the extent 12.01 Tenant shall indemnify and hold harmless Landlord against and from any and all claims arising from Landlord’s negligence, willful misconduct or breach of this Lease or the Asset Purchase Agreement, Tenant will protect, indemnify and save Landlord harmless from and shall defend Landlord against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by or asserted against Landlord by reason of: (a) ownership Tenant's use of the Leased Premises during the Term or any interest therein, or receipt of any Rent or other sum therefrom (other than liabilities those arising solely from negligence of Landlord or claims arising out its agents or employees), or the conduct of its business or from any Pre-Existing Environmental Condition activity, work, or Landlord’s activities thing done, permitted or suffered by the Tenant in connection with the clean-up and/or remediation thereof); and (b) any accident, injury to or death of persons or loss of or damage to property, occurring during the Term or thereafter while Tenant is in possession of the Premises, on or about the Leased Premises, and shall further indemnify and hold harmless Landlord against and from any and all claims arising from any breach or default in the performance of any obligation on Tenant's part thereof or the adjoining sidewalks, curbs, streets or ways, vaults and vault space, if any; and (c) any use, non-use or condition of or occurrence at the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways; and (d) any failure on the part of Tenant to perform or comply with any of be performed under the terms of this Lease; and (e) performance of , or arising from any labor act, neglect, fault or services or the furnishing of any materials or other property in respect omission of the Premises Tenant, or of its agents or employees, and from and against all costs, attorney's fees, expenses and liabilities incurred in or about such claim or any part thereof. In action or proceeding brought relative thereto and in case any action, suit action or proceeding is be brought against Tenant Landlord by reason of any such condition or occurrenceclaim, Tenant upon notice from Landlord shall defend the same at Tenant's expense by counsel, chosen by Xxxxxx and who is reasonably acceptable to Landlord. Tenant, upon as a material part of the consideration to Landlord’s request, will at Tenant’s expense resist hereby assumes all risk of damage to property or injury to persons in or about the Leased Premises from any cause whatsoever except that which is caused by the failure of Landlord to observe any of the terms and defend conditions of this Lease where such action, suit or proceedingfailure has persisted for an unreasonable period of time after written notice of such failure, or cause the same to be resisted and defended by counsel designated by Tenant and approved by Landlord; and (f) any work or thing whatsoever done, or any condition created, at the Premises during the Term; and (g) any act, omission or those arising from negligence of Tenant Landlord or any of its subtenants, licensees, employees or agents, employees, officers, directors or contractorsand Tenant hereby waives all claims in respect thereof against Landlord.
Appears in 1 contract
Samples: Lease Agreement (Optio Software Inc)
Indemnification by Tenant. 33.1 Except to the extent arising from Landlord’s negligence, willful misconduct or breach of this Lease or the Asset Purchase Agreement, Tenant will protect, shall indemnify and save hold Landlord and all Mortgagees and his and their respective partners, directors, officers, agents, employees and beneficiaries harmless from and shall defend Landlord against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon claims from or incurred by or asserted against Landlord by reason of: (a) ownership of the Premises during the Term or any interest therein, or receipt of any Rent or other sum therefrom (other than liabilities or claims arising out of any Pre-Existing Environmental Condition or Landlord’s activities in connection with (i) the clean-up and/or remediation thereof); and (b) any accident, injury to conduct or death of persons or loss of or damage to property, occurring during the Term or thereafter while Tenant is in possession of the Premises, on or about the Premises, or any part thereof or the adjoining sidewalks, curbs, streets or ways, vaults and vault space, if any; and (c) any use, non-use or condition of or occurrence at the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways; and (d) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; and (e) performance of any labor or services or the furnishing of any materials or other property in respect management of the Premises or any part thereof. In case any action, suit or proceeding is brought against Tenant by reason of any such condition or occurrence, Tenant, upon Landlord’s request, will at Tenant’s expense resist and defend such action, suit or proceedingbusiness therein, or cause the same to be resisted and defended by counsel designated by Tenant and approved by Landlord; and (f) any work or thing whatsoever donedone by Tenant its employees, guests or invites, or any condition createdcreated done by Tenant its employees, at guests or invites in or about the Premises done by Tenant its employees, guests or invites during the Termterm of this Lease or during the period of time, if any, prior to the Commencement Date that Tenant may have been given access to the Premises; and (gii) any act, omission or negligence of Tenant or any of its subtenantssubtenants or licensees or its or their partners, licenseesdirectors, officers, agents, employeesemployees or contractors; (iii) any accident, injury or damage whatsoever (unless caused solely by Landlord’s negligence or willful misconduct) occurring in, at or upon the Premises; and (iv) any breach or default by Tenant in the full and prompt payment and performance of Tenant’s obligations under this Lease; together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon including, without limitation, all reasonable attorneys’ fees and expenses. In case any action or proceeding be brought against Landlord and/or Mortgagee and/or his or their partners, directors, officers, directors agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or contractorssuch Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to landlord or such Mortgagee).
Appears in 1 contract
Samples: Lease Agreement (Ediets Com Inc)
Indemnification by Tenant. 33.1 Except Subject to the provisions of Section 12.08 and regardless of whenever separate, several, joint or concurrent liability may be imposed upon the City, Tenant shall, but only to the extent arising from Landlord’s negligencepermitted by law, willful misconduct or breach of this Lease or the Asset Purchase Agreement, Tenant will protectat its sole cost and expense, indemnify and save Landlord harmless the City and any member, officer, director agent, partner, trustee or employee thereof against and from any and shall defend Landlord against all liabilities, obligations, claims, damages, penalties, causes of action, costs liability and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon damages arising from or incurred by or asserted against Landlord by reason of: in connection with (a) ownership Tenant’s possession, use or control of the Leased Premises during or the Term or any interest thereinRedevelopment Project, or receipt of any Rent or other sum therefrom (other than liabilities or claims arising out of any Pre-Existing Environmental Condition or Landlord’s activities in connection with the clean-up and/or remediation thereof); and (b) any accidentoccurrence or circumstance on or related to the Leased Premises or Redevelopment Project (including the loss or damage to any property, including the Leased Premises, the injury to or death of persons any person, or loss the contamination of or damage to propertyadverse effects on the environment, occurring during which result from any pollutant or from any chemical, hazardous or toxic substances or wastes remitted from or discharged by the Term or thereafter Redevelopment Project while Tenant is in possession of the Premises, on or about the Premisesoccupied by Tenant), or any part thereof or the adjoining sidewalks, curbs, streets or ways, vaults and vault space, if any; and (c) Tenant’s breach of any usecovenant or obligation under this lease, non-use other than claims, liability or condition damages arising form failure of or occurrence at the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways; and (d) any failure on the part of Tenant City to perform or comply the negligence of the City in the performance of , any of its obligations hereunder or arising out of any willful acts of the City. The indemnification provided by this Section 13.01 shall include all costs, counsel fees, expenses and liabilities incurred in connection with any of the terms of this Leasesuch claim, action or proceeding brought thereon; and (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereofand. In case any action, suit action or proceeding is shall be brought against Tenant the City by reason of any such condition or occurrenceclaim, Tenant, upon Landlord’s requestwritten notice from the City, will at Tenant’s expense resist and shall defend such action, suit action or proceeding, or cause the same to be resisted and defended by counsel designated by Tenant and approved by Landlord; and (f) . The terms of this Section 13.01 shall survive any work or thing whatsoever done, or any condition created, at the Premises during the Term; and (g) any act, omission or negligence termination of Tenant or any of its subtenants, licensees, agents, employees, officers, directors or contractorsthis Lease.
Appears in 1 contract
Samples: Assignment and Assumption of Lease (Ameristar Casinos Inc)
Indemnification by Tenant. 33.1 Except 8.01 Tenant shall indemnify Landlord and hold Landlord, its mortgagee or the holder of any indebtedness or deed to the extent secure debt harmless against and from any and all claims arising from Landlord’s negligence, willful misconduct or breach of this Lease or the Asset Purchase Agreement, Tenant will protect, indemnify and save Landlord harmless from and shall defend Landlord against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by or asserted against Landlord by reason of: (a) ownership Tenant's use of the Leased Premises during the Term or any interest therein, or receipt of any Rent or other sum therefrom (other than liabilities those arising from any negligence of Landlord or claims arising out its agents or employees), or the conduct of its business or from any Pre-Existing Environmental Condition activity, work, or Landlord’s activities thing done, permitted or suffered by the Tenant in connection with the clean-up and/or remediation thereof); and (b) any accident, injury to or death of persons or loss of or damage to property, occurring during the Term or thereafter while Tenant is in possession of the Premises, on or about the Leased Premises, and shall further indemnify and hold harmless such parties against and from any and all claims arising from any breach or default in the performance of any obligation on Tenant's part thereof or the adjoining sidewalks, curbs, streets or ways, vaults and vault space, if any; and (c) any use, non-use or condition of or occurrence at the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways; and (d) any failure on the part of Tenant to perform or comply with any of be performed under the terms of this Lease; and (e) performance of , or arising from any labor act, neglect, fault or services or the furnishing of any materials or other property in respect omission of the Premises Tenant, or of its agents or employees, and from and against all costs, attorney's fees, expenses and liabilities incurred in or about such claim or any part thereof. In action or proceeding brought relative thereto and in case any action, suit action or proceeding is be brought against Tenant any such parties by reason of any such condition claim, Tenant upon notice from Landlord or occurrenceits mortgagee, Tenantor holder of any indebtedness or deed to secure debt, upon Landlord’s requestas the case may be, will shall defend the same at Tenant’s 's expense resist and defend such action, suit or proceeding, or cause the same to be resisted and defended by counsel designated chosen by Tenant and approved who is reasonably acceptable to Landlord or the applicable co-defendant. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in or about the Leased Premises from any cause whatsoever except that which is caused by the willful act, negligence of or the failure of Landlord to observe any of the terms and conditions of this Lease after written notice of such failure and the passage of any applicable cure periods as provided in this Lease without the failure being cured by Landlord; and (f) any work or thing whatsoever done, or any condition created, at the Premises during the Term; and (g) any act, omission or negligence of Tenant or any of its subtenants, licensees, agents, employees, officers, directors or contractors.
Appears in 1 contract
Indemnification by Tenant. 33.1 Except to To the fullest extent allowed by law, Tenant shall at all times indemnify, defend and hold Landlord harmless against and from any and all claims by or on behalf of any person or persons, firm or firms, corporation or corporations, arising from Landlord’s negligencethe conduct or management, or from any work or things whatsoever done in or about the Demised Premises during the term of this Lease, other than as a result of the gross negligence or willful misconduct of Landlord or its officers, employees, contractors or subcontractors or as a result of Landlord's breach of its obligations under this Lease, and Tenant shall further indemnify, defend and hold Landlord harmless against and from any and all claims arising during the term of this Lease or the Asset Purchase Agreement, Tenant will protect, indemnify and save Landlord harmless from and shall defend Landlord against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by or asserted against Landlord by reason of: (a) ownership any condition of the Premises during the Term Improvements or any interest thereinstreet, curb or receipt of any Rent or other sum therefrom (other than liabilities or claims arising out of any Pre-Existing Environmental Condition or Landlord’s activities in connection with sidewalk adjoining the clean-up and/or remediation thereof); and (b) any accident, injury to or death of persons or loss of or damage to property, occurring during the Term or thereafter while Tenant is in possession of the Premises, on or about the Demised Premises, or of any passageways or space therein or appurtenant thereto, other than as a result of the gross negligence or willful misconduct of Landlord or its officers, employees, contractors or subcontractors or as a result of Landlord's breach of its obligations under this Lease, or arising from any breach or default on the part thereof of Tenant in the performance of any covenant or the adjoining sidewalks, curbs, streets or ways, vaults and vault space, if any; and (c) any use, non-use or condition of or occurrence at the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways; and (d) any failure agreement on the part of Tenant to perform or comply with any of be performed pursuant to the terms of this Lease, or arising from any act or negligence of Tenant, its agents, servants, employees or licenses, or arising from any accident, injury or damage whatsoever caused to any person, firm or corporation occurring during the term of this Lease in or about the Demised Premises, or upon the sidewalk and the land adjacent thereto, other than as a result of the gross negligence or willful misconduct of Landlord or its officers, employees, contractors or subcontractors or as a result of Landlord's breach of its 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; and (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof. In case any action, suit action or proceeding is be brought against Tenant Landlord by reason of any such condition or occurrenceclaim, Tenant, upon notice from Landlord’s request, will at Tenant’s expense resist and covenants to defend such action, suit action or proceeding, or cause the same to be resisted and defended proceeding by counsel designated reasonably satisfactory to Landlord. Tenant's obligations under this Section 20.3 shall be insured by Tenant and approved by Landlord; and (f) any work or thing whatsoever done, or any condition created, at contractual liability endorsement on Tenant's policies of insurance required under the Premises during provisions of Section 6.2 hereof to the Term; and (g) any act, omission or negligence of Tenant or any of its subtenants, licensees, agents, employees, officers, directors or contractorsextent reasonably obtainable.
Appears in 1 contract
Samples: Inspire Insurance Solutions Inc
Indemnification by Tenant. 33.1 Except Subject to the extent arising from Landlord’s provisions ------------- ------------------------- of Section 12.05 and regardless of whether or not caused or alleged to be caused by the several, joint, concurrent or comparative negligence, willful misconduct or breach but not sole negligence, of this Lease or the Asset Purchase AgreementLandlord, Tenant will protectshall, at its sole cost and expense, indemnify and save Landlord harmless from and shall defend Landlord against and from any and all liabilities, obligations, claimsliability, damages, losses, fines, penalties, causes of action, costs and expenses (including, without limitationbut not limited to, court costs and attorneys’ fees and expenses' fees) imposed upon arising out of, resulting from or incurred by or asserted against Landlord by reason ofin any way connected with: (a) ownership Tenant's possession, use or control of the Leased Premises or Improvements or any part thereof during the Term Term, (b) any condition of the Leased Premises or Improvements or any interest thereinpart thereof during the Term, (c) any breach or default on the part of Tenant in the performance of any covenant or agreement to be observed or performed by Tenant pursuant to the terms of this Lease, (d) any willful or negligent act or omission of Tenant, or receipt any of any Rent its agents, contractors, licensees, subtenants or other sum therefrom its or their employees, customers or invitees, or (other than liabilities or claims arising out of any Pre-Existing Environmental Condition or Landlord’s activities in connection with the clean-up and/or remediation thereof); and (be) any accident, injury to or death of persons or loss of or damage to property, occurring during the Term or thereafter while Tenant is property whatsoever in possession of the Premises, on or about the Premises, Leased Premises or Improvements or any part thereof or during the adjoining sidewalks, curbs, streets or ways, vaults and vault space, if any; and (c) any use, non-use or condition of or occurrence at the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways; and (d) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; and (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereofTerm. In case any actionclaim, suit action or proceeding is covered by the preceding indemnification provisions shall be brought against Tenant by reason of any such condition or occurrenceLandlord, Tenant, upon written notice from Landlord’s request, will at Tenant’s expense resist and shall defend such action, suit action or proceeding, proceeding with counsel acceptable to Landlord. Tenant's indemnification obligations hereunder shall be in addition to any and all other obligations Tenant may have to Landlord at law or cause in equity and shall survive the same expiration or earlier termination of the Term and any transfer by Landlord of title to be resisted and defended by counsel designated by Tenant and approved by Landlord; and (f) any work or thing whatsoever done, or any condition created, at the Premises during the Term; and (g) any act, omission or negligence of Tenant or any of its subtenants, licensees, agents, employees, officers, directors or contractors.Leased Premises. ARTICLE XII ----------- INSURANCE ---------
Appears in 1 contract
Indemnification by Tenant. 33.1 Except to Tenant hereby agrees that it shall indemnify, defend and hold harmless Landlord and its directors, officers, shareholders, partners, attorneys, accountants, agents and employees and their heirs, successors and assigns (the extent arising from Landlord’s negligence“Landlord Indemnified Parties”) from, willful misconduct or breach against and in respect of this Lease or the Asset Purchase Agreement, Tenant will protect, indemnify and save Landlord harmless from and shall defend Landlord against all liabilities, obligationsany damages, claims, damageslosses, charges, actions, suits, proceedings, deficiencies, taxes, interest, penalties, causes of action, and reasonable costs and expenses (including, without limitation, including reasonable attorneys’ fees fees, removal costs, remediation costs, closure costs, fines, penalties and expensesexpenses of investigation and ongoing monitoring) (collectively, the “Losses”) imposed upon on, sustained, incurred or incurred suffered by or asserted against Landlord by reason of: (a) ownership any of the Premises during the Term Landlord Indemnified Parties, directly or any interest thereinindirectly relating to, or receipt of any Rent or other sum therefrom (other than liabilities or claims arising out of or resulting from, any Preliabilities relating to the violation of any Environmental Law (as defined below) or the investigation, removal, remediation, containment, cleanup or abatement of the presence, release or threatened release of any Hazardous Substance (as defined below), whether on-Existing Environmental Condition site or Landlord’s activities in connection off-site, to the extent, and only to the extent, related to any activity, action or failure to take action by Tenant and its directors, officers, shareholders, partners, attorneys, accountants, agents and employees and their heirs, successors and assigns (the “Tenant Related Parties”) or their respective agents, representatives and invitees following the Commencement Date with the clean-up and/or remediation thereof); and (b) any accident, injury respect to or death of persons or loss of or damage to property, occurring during the Term or thereafter while Tenant is in possession of the Premises, on or about the Premises, or any part thereof Building or the adjoining sidewalksland upon which the Building is situated, curbsother than any activity, streets action or waysfailure to take action required to be taken under this Lease by Landlord. Tenant shall only be responsible for its indemnification, vaults defense and vault spacehold harmless obligations hereunder to the extent such are required as a result of any activity, if any; action or failure to take action by Tenant, the Tenant Related Parties or their respective agents, representatives and (c) invitees and to the extent such are required as a result of any useactivity, non-use action or condition failure to take action by the Landlord, the Landlord Indemnified Parties or their respective agents, representatives and invitees, Landlord shall be responsible for the same. In the case of or occurrence at any joint liability by the Premises or any part thereof or parties hereto, the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways; and (d) any failure liability shall be apportioned appropriately between the parties hereto based on the part of Tenant to perform or comply with any respective fault of the terms of this Lease; and (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof. In case any action, suit or proceeding is brought against Tenant by reason of any such condition or occurrence, Tenant, upon Landlord’s request, will at Tenant’s expense resist and defend such action, suit or proceeding, or cause the same to be resisted and defended by counsel designated by Tenant and approved by Landlord; and (f) any work or thing whatsoever done, or any condition created, at the Premises during the Term; and (g) any act, omission or negligence of Tenant or any of its subtenants, licensees, agents, employees, officers, directors or contractorsparties.
Appears in 1 contract
Indemnification by Tenant. 33.1 Except to Tenant shall, except for the extent arising from Landlord’s negligence, willful misconduct wilful acts or breach omission of this Lease or the Asset Purchase Agreement, Tenant will protectlessor, indemnify and save hold Landlord harmless from and shall defend Landlord against all liabilities, obligations, claims, damages, fines, penalties, interest, causes of action, costs and expenses expenses, including attorneys' fees (includingbut excluding any income or excess profits or franchise taxes of Landlord determined on the basis of general income or revenue or any interest or penalties in respect thereof), without limitation, attorneys’ fees and expenses) imposed upon or incurred by or asserted against Landlord or the Demised Premises by reason of: (a) ownership of the occurrence or existence of any of the following: occupancy of the Demised Premises during the Term or any interest therein, or receipt of any Rent rent or other sum therefrom (other than liabilities or claims arising out of any Pre-Existing Environmental Condition or Landlord’s activities in connection with the clean-up and/or remediation thereof)therefrom; and (b) any accident, injury to or death of persons (including workers) or loss of or damage to propertyproperty occurring, occurring during the Term or thereafter while Tenant is in possession of the Premisesclaimed to have occurred, on or about the PremisesDemised Premises or any part thereof, or any part thereof Improvements now or hereafter erected thereon, or the adjoining sidewalks, curbs, vaults or vault spaces, if any, streets or ways, vaults and vault space, if anyor appurtenances thereto; and (c) any use, non-use or condition of or occurrence at the Demised Premises or any part thereof thereof, or any Improvements now or hereafter erect thereon, or the adjoining sidewalks, curbs, vaults and vault spacespaces, if any, streets or ways, or appurtenances thereto; and (d) any failure on the part of Tenant promptly and fully to perform or comply with or perform any of the terms terms, covenants or conditions of this Lease; and (e) 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. In the case any actionsuit, suit action or proceeding is brought against Tenant Landlord or filed against the Demised Premises or any part thereof by reason of any such condition occurrence except for the wilful acts or occurrenceomission of lessor, Tenant, upon Landlord’s requestXxxxxxxx's request and at Xxxxxx's expense, will at Tenant’s expense shall resist and defend such actionsuit, suit action or proceeding, or cause the same to be resisted and defended by counsel designated by Tenant and approved by Landlord; and (f) any work or thing whatsoever done, or any condition created, at the Premises during the Term; and (g) any act, omission or negligence . The obligations of Tenant under this Article 14 shall survive the expiration or any termination of its subtenants, licensees, agents, employees, officers, directors or contractorsthe Lease Term.
Appears in 1 contract
Samples: Lease (Novellus Systems Inc)
Indemnification by Tenant. 33.1 Except to the extent 11.01 Tenant shall indemnify and hold harmless Landlord against and from all claims arising from Landlord’s negligence, willful misconduct or breach of this Lease or the Asset Purchase Agreement, Tenant will protect, indemnify any and save Landlord harmless all claims arising from and shall defend Landlord against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by or asserted against Landlord by reason of: (a) ownership Tenant's use of the Leased Premises during the Term or any interest therein, or receipt of any Rent or other sum therefrom (other than liabilities those arising from negligence of Landlord or claims arising out its agents or employees), or the conduct of its business or from any Pre-Existing Environmental Condition activity, work, or Landlord’s activities thing done, permitted or suffered by the Tenant in connection with the clean-up and/or remediation thereof); and (b) any accident, injury to or death of persons or loss of or damage to property, occurring during the Term or thereafter while Tenant is in possession of the Premises, on or about the Leased Premises, and shall further indemnify and hold harmless Landlord against and from any and all claims arising breach or default in the performance of any obligation on Tenant's part thereof or the adjoining sidewalks, curbs, streets or ways, vaults and vault space, if any; and (c) any use, non-use or condition of or occurrence at the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways; and (d) any failure on the part of Tenant to perform or comply with any of be performed under the terms of this Lease; and (e) performance of , or arising from any labor act, neglect, fault or services or the furnishing of any materials or other property in respect omission of the Premises Tenant, or of its agents or employees, and from and against all costs, attorney's fees, expenses and liabilities incurred in or about such claim or any part thereof. In action or proceeding brought relative thereto and in case any action, suit action or proceeding is be brought against Tenant Landlord by reason of any such condition or occurrenceclaim, Tenant, Tenant upon Landlord’s request, will notice from Landlord shall defend the same at Tenant’s 's expense resist and defend such actionby counsel, suit or proceeding, or cause the same to be resisted and defended by counsel designated chosen by Tenant and approved who is reasonably acceptable to Landlord. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in or about the Leased Premises from any cause whatsoever except that which in caused by the failure of Landlord to observe any of the terms and conditions of this Lease where such failure has persisted for an unreasonable period of time after written notice of such failure, and Tenant hereby waives all claims in respect thereof against Landlord; and (f) . The obligations of Tenant under this section arising by reason of any work or thing whatsoever done, or any condition created, at the Premises occurrence taking place during the Term; and (g) term of this Lease shall survive any act, omission or negligence termination of Tenant or any of its subtenants, licensees, agents, employees, officers, directors or contractors.this Lease. WAIVER OF CLAIMS
Appears in 1 contract
Indemnification by Tenant. 33.1 Except 12.01 Tenant shall indemnify Landlord and hold Landlord, its mortgagee or the holder of any indebtedness or deed to the extent secure debt harmless against and from any and all claims arising from Landlord’s negligence, willful misconduct or breach of this Lease or the Asset Purchase Agreement, Tenant will protect, indemnify and save Landlord harmless from and shall defend Landlord against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by or asserted against Landlord by reason of: (a) ownership Tenant's use of the Leased Premises during the Term or any interest therein, or receipt of any Rent or other sum therefrom (other than liabilities those arising from any negligence of Landlord or claims arising out its agents or employees), or the conduct of its business or from any Pre-Existing Environmental Condition activity, work, or Landlord’s activities thing done, permitted or suffered by the Tenant in connection with the clean-up and/or remediation thereof); and (b) any accident, injury to or death of persons or loss of or damage to property, occurring during the Term or thereafter while Tenant is in possession of the Premises, on or about the Leased Premises, and shall further indemnify and hold harmless such parties against and from any and all claims arising from any breach or default in the performance of any obligation on Tenant's part thereof or the adjoining sidewalks, curbs, streets or ways, vaults and vault space, if any; and (c) any use, non-use or condition of or occurrence at the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways; and (d) any failure on the part of Tenant to perform or comply with any of be performed under the terms of this Lease; and (e) performance of , or arising from any labor act, neglect, fault or services or the furnishing of any materials or other property in respect omission of the Premises Tenant, or of its agents or employees, and from and against all costs, attorney's fees, expenses and liabilities incurred in or about such claim or any part thereof. In action or proceeding brought relative thereto and in case any action, suit action or proceeding is be brought against Tenant any such parties by reason of any such condition claim, Tenant upon notice from Landlord or occurrenceits mortgagee, Tenantor holder of any indebtedness or deed to secure debt, upon Landlord’s requestas the case may be, will shall defend the same at Tenant’s 's expense resist and defend such action, suit or proceeding, or cause the same to be resisted and defended by counsel designated chosen by Tenant and approved who is reasonably acceptable to Landlord or the applicable co-defendant. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in or about the Leased Premises from any cause whatsoever except that which is caused by the willful act, negligence of or the failure of Landlord to observe any of the terms and conditions of this Lease after written notice of such failure and the passage of any applicable cure periods as provided in this Lease without the failure being cured by Landlord; and (f) . The obligations of Tenant under this Paragraph arising by reason of any work or thing whatsoever done, or any condition created, at the Premises occurrence taking place during the Term; and (g) term of this Lease shall survive any act, omission or negligence termination of Tenant or any of its subtenants, licensees, agents, employees, officers, directors or contractorsthis Lease.
Appears in 1 contract
Indemnification by Tenant. 33.1 Except to for the extent arising from fault, failure, negligent or intentional acts of the Landlord’s negligence, willful misconduct its agents, employees or breach of this Lease or the Asset Purchase Agreementvisitors, Tenant will protect, indemnify and save harmless Landlord harmless from and shall defend Landlord against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, including without limitation, reasonable attorneys’ ' fees and expenses) imposed upon or incurred by or asserted against Landlord by reason of: of (a) ownership of the Premises during the Term or any interest therein, or receipt of any Rent or other sum therefrom (other than liabilities or claims arising out of any Pre-Existing Environmental Condition or Landlord’s activities in connection with the clean-up and/or remediation thereof); and (b) any accident, injury to or death of persons (including workmen) or loss of or damage to property, property occurring during the Term or thereafter while Tenant is in possession of the Premises, on or about the Premises, or any part thereof or the adjoining sidewalks, curbs, streets or ways, vaults and vault space, if any; and (c) any use, non-use or condition of or occurrence at the Leased Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways; and , (db) any use, nonuse or condition of the Leased Premises or any part thereof or the adjoining sidewalks, curbs, vaults or vault space, if any, streets or ways, (c) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; and , (ed) performance of any labor or services or the furnishing of any materials or other property in respect of the Leased Premises or any part thereof, or (e) any loss or damage (consequential or otherwise) sustained by Landlord arising out of any labor dispute involving Tenant and which affects Landlord's use of the Total Premises. In case any action, suit or proceeding is brought against Tenant Landlord by reason of any such condition or occurrence, Tenant, upon Landlord’s 's request, will at Tenant’s 's expense resist and defend such action, suit or proceeding, or cause the same to be resisted and defended by counsel designated by the insurer whose policy covers such occurrence or by counsel designated by Tenant and approved by Landlord; and (f) . The obligations of Tenant under this paragraph arising by reason of any work or thing whatsoever done, or any condition created, at the Premises such occurrence having taken place during the Term; and (g) term of this Lease shall survive any act, omission or negligence termination of Tenant or any of its subtenants, licensees, agents, employees, officers, directors or contractorsthis Lease.
Appears in 1 contract
Indemnification by Tenant. 33.1 Except to the extent arising from Landlord’s negligence, willful misconduct or breach of this Lease or the Asset Purchase Agreement, Tenant will protect, shall indemnify and save ------------ ------------------------- hold Landlord and all Superior Lessors and Superior Mortgagees and their respective partners, directors, officers, agents, employees and beneficiaries harmless from and shall defend Landlord against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon claims from or incurred by or asserted against Landlord by reason ofin connection with: (a) ownership of the Premises during the Term conduct or any interest therein, or receipt of any Rent or other sum therefrom (other than liabilities or claims arising out of any Pre-Existing Environmental Condition or Landlord’s activities in connection with the clean-up and/or remediation thereof); and (b) any accident, injury to or death of persons or loss of or damage to property, occurring during the Term or thereafter while Tenant is in possession of the Premises, on or about the Premises, or any part thereof or the adjoining sidewalks, curbs, streets or ways, vaults and vault space, if any; and (c) any use, non-use or condition of or occurrence at the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways; and (d) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; and (e) performance of any labor or services or the furnishing of any materials or other property in respect management of the Premises or any part thereof. In case any action, suit or proceeding is brought against Tenant by reason of any such condition or occurrence, Tenant, upon Landlord’s request, will at Tenant’s expense resist and defend such action, suit or proceedingbusiness therein, or cause the same to be resisted and defended by counsel designated by Tenant and approved by Landlord; and (f) any work or thing whatsoever done, or any condition created, at created in or about the Premises during the TermTerm of this Lease, or during the period of time prior to the Commencement Date during which Tenant was the occupant of the Premises, unless caused by the gross negligence or willful misconduct of Landlord (or Successor Landlord, as the case may be), its agents, employees or contractors; and (gb) any act, omission or negligence of Tenant or any of its subtenantssubtenants or licensees or its or their partners, licenseesdirectors, officers, agents, employees, invitees or contractors; (c) any accident, injury or damage whatsoever occurring in, at or upon the Premises, unless caused by the gross negligence or willful misconduct of Landlord (or Successor Landlord, as the case may be), its agents, employees or contractors; and (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant's obligations under this Lease; together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon including, without limitation, all reasonable attorneys' fees and expenses. In case any action or proceeding is brought against Landlord or Superior Lessor or Superior Mortgagee or its or their partners, directors, officers, directors agents or contractorsemployees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Lessor or Superior Mortgagee, shall resist and defend such action or proceeding at its sole cost and expense by counsel designated by Landlord or such Superior Lessor or Superior Mortgagee at its or their sole option.
Appears in 1 contract
Indemnification by Tenant. 33.1 Except to the extent arising from Tenant hereby indemnifies, defends, and holds Landlord’s negligence, willful misconduct or breach of this Lease or the Asset Purchase AgreementAgent and their respective affiliates, Tenant will protectowners, indemnify partners, directors, officers, agents and save employees (collectively, “Landlord Indemnified Parties”) harmless from and shall defend Landlord against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses Losses (including, without limitation, attorneys’ fees and expensesdefined below) imposed upon arising from or incurred by in connection with any or asserted against Landlord by reason all of: (a) ownership the conduct or management of either or both the Property and the Premises or any business therein, or any work or Alterations done, or any condition created by any or all of Tenant and Tenant’s Parties in or about the Premises during the Term or any interest therein, or receipt of any Rent or other sum therefrom (other than liabilities or claims arising out of any Pre-Existing Environmental Condition or Landlord’s activities in connection with the clean-up and/or remediation thereof); and (b) any accident, injury to or death of persons or loss of or damage to property, occurring during the Term or thereafter while Tenant is in possession period of the Premises, on or about the Premises, or any part thereof or the adjoining sidewalks, curbs, streets or ways, vaults and vault space, if any; and (c) any use, non-use or condition of or occurrence at the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault spacetime, if any, streets or waysprior to the Commencement Date that Tenant is given access to the Premises; and (d) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; and (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof. In case any action, suit or proceeding is brought against Tenant by reason of any such condition or occurrence, Tenant, upon Landlord’s request, will at Tenant’s expense resist and defend such action, suit or proceeding, or cause the same to be resisted and defended by counsel designated by Tenant and approved by Landlord; and (f) any work or thing whatsoever done, or any condition created, at the Premises during the Term; and (gb) any act, omission or negligence of any or all of Tenant and Tenant’s Parties; (c) any accident, injury or damage whatsoever (unless caused by Landlord’s negligence) occurring in, at or upon either or both of the Property and the Premises and caused by any or all of Tenant and Tenant’s Parties; (d) any breach by Tenant of any of its subtenantswarranties and representations under this Lease; (e) any actions necessary to protect Landlord’s interest under this Lease in a bankruptcy proceeding or other proceeding under the Bankruptcy Code; (f) any violation or alleged violation by any or all of Tenant and Tenant’s Parties of any Law including, licenseeswithout limitation, agentsany Environmental Law; (g) any breach of the provisions of Section 9 by any or all of Tenant and Tenant’s Parties; (h) claims for work or labor performed or materials supplies furnished to or at the request of any or all of Tenant and Tenant’s Parties; (i) claims arising from any breach or default on the part of Tenant in the performance of any covenant contained in this Lease; (j) any Hazardous Materials used, exposed, emitted, released, discharged, generated, manufactured, sold, transported, handled, stored, treated, reused, presented, disposed of or recycled in, at, near or under all or any portion of the Premises as a result of the acts or omissions of any or all of Tenant and Tenant’s Parties; and (k) the violation of any Environmental Law or any permit, application or consent required in connection with any Environmental Law by any or all of Tenant and Tenant’s Parties with respect to the Premises during the Term, excluding, however, any violation of any Environmental Law resulting directly from the acts or omissions of Landlord and Landlord’s employees, officersagents and contractors (collectively, directors “Tenant’s Indemnified Matters”). In case any action or contractorsproceeding is brought against any or all of Landlord and the Landlord Indemnified Parties by reason of any of Tenant’s Indemnified Matters, Tenant, upon notice from any or all of Landlord, Agent or any Superior Party (defined below), shall resist and defend such action or proceeding by counsel reasonably satisfactory to, or selected by, Landlord. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages (actual, but not consequential), penalties, fines, liabilities, losses of every kind and nature (including, without limitation, property damage, damages for the loss or restriction on use of any space or amenity within the Premises or the Property, damages arising from any adverse impact on marketing space in the Property, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any person), suits, administrative proceedings, costs and fees, including, without limitation, attorneys’ and consultants’ reasonable fees and expenses, and the costs of cleanup, remediation, removal and restoration, that are in any way related to any matter covered by the foregoing indemnity. The provisions of this Section 17.2 shall survive the expiration or termination of this Lease.
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Samples: M Wave Inc
Indemnification by Tenant. 33.1 Except To the fullest extent permitted by law and without limitation to Landlord's rights and remedies in the extent arising from Landlord’s negligence, willful misconduct or event of a breach of this Lease or the Asset Purchase Agreementby Tenant, Tenant will protectshall indemnify Landlord, indemnify and its employees, servants, and agents against and save Landlord harmless from and shall defend Landlord through attorneys satisfactory to Landlord from and against any and all liabilities, obligations, claims, damagesloss, penaltiescost, causes of actionliability, costs damage and expenses (expense including, without limitation, penalties, fines and reasonable attorneys’ fees ' fees, court costs, expenses and expenses) imposed upon other costs of investigation and preparation for trial (including without limitation attorneys' fees, court costs, expenses and other costs of investigation and preparation incurred in connection with any appeal), incurred in connection with or incurred by arising in whole or asserted against Landlord by reason of: in part from (a) ownership any default by Tenant in the observance or performance of any of the Premises during the Term terms, covenants, conditions or any interest thereinother obligations of this Lease to be observed or performed by tenant, or receipt the failure of any Rent or other sum therefrom (other than liabilities or claims arising out of any Pre-Existing Environmental Condition or Landlord’s activities representation made by Tenant in connection with the clean-up and/or remediation thereof); and this Lease, (b) any accident, injury to the use or death occupancy or manner of persons use or loss of or damage to property, occurring during the Term or thereafter while Tenant is in possession occupancy of the Premises, on or about the Premises, Demised Premises by Tenant or any part thereof person claiming through or the adjoining sidewalksunder Tenant, curbs, streets or ways, vaults and vault space, if any; and (c) any use, non-use or the condition of or occurrence at the Demised Premises or any part thereof occurrence or happening on the adjoining sidewalksDemised Premises between the Commencement Date and the time Landlord has accepted the surrender of the Demised Premises after the expiration or termination of the Lease Term, curbs, vaults and vault space, if any, streets or ways; and (d) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; and (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof. In case any actionacts, suit or proceeding is brought against Tenant by reason of any such condition or occurrence, Tenant, upon Landlord’s request, will at Tenant’s expense resist and defend such action, suit or proceeding, or cause the same to be resisted and defended by counsel designated by Tenant and approved by Landlord; and (f) any work or thing whatsoever done, or any condition created, at the Premises during the Term; and (g) any act, omission omissions or negligence of Tenant or any person claiming through or under Tenant, or of its subtenants, licenseesthe contractors, agents, servants, employees, officersvisitors in the Demised Premises or licensees of Tenant or any person claiming through or under Tenant, directors in, on or contractorsabout the Demised Premises, or (e) any and all liability related in any way to claims based on contamination in or on the ground or groundwater underlying the Demised Premises, or any other claims based on the release or releases of contaminants from the Demised Premises, which are attributed to or caused by Tenant or any other employee, agent, supplier or customer of Tenant or anyone claiming through or under Tenant during the Lease Term and any prior lease and/or sublease between Tenant and Landlord concerning the Demised Premises or any part thereof.
Appears in 1 contract
Samples: Lease Agreement (Lithia Motors Inc)
Indemnification by Tenant. 33.1 Except to the extent arising from Landlord’s negligence, willful misconduct or breach of this Lease or the Asset Purchase Agreement, Tenant will protect, indemnify and save Landlord harmless from and shall defend Landlord against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by or asserted against Landlord by reason of: (a) ownership of the Premises during the Term Tenant hereby releases Landlord from any liability for any loss or any interest therein, or receipt damage of any Rent kind or other sum therefrom (other than liabilities or claims arising out of for any Pre-Existing Environmental Condition or Landlord’s activities in connection with the clean-up and/or remediation thereof); and (b) any accident, injury to or death of persons or damage to property of either party or any other person from any cause whatsoever (including, without limitation, bursting pipes, water leaks and smoke) by reason of the construction, use, occupancy or enjoyment of the Premises by Tenant or any person therein or holding under Tenant. Tenant agrees to, and hereby does agree to defend, indemnify and save harmless Landlord from all claims, actions, demands, damages, costs and expenses and liability whatsoever, including reasonable attorneys’ fees on account of any such real or claimed loss of or damage to propertyor liability, and from all liens, claims and demands occurring during the Term or thereafter while Tenant is resulting directly or indirectly out of, in possession of or at the Premises, on or about arising out of the construction, use, occupancy or enjoyment of the Premises, or any repairs or alterations which may be made to the Premises, or occasioned in whole or in part thereof by any act or the adjoining sidewalksomission of Tenant, curbsits agents, streets contractors, servants, employees or waysinvitees, vaults and vault spacein, if any; and (c) any useat, non-use upon or condition of or occurrence at from the Premises or any part thereof Common Areas or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways; and (d) any failure on the other part of the Shopping Center. Tenant shall not, however, be liable for damage or injury occasioned by the sole active negligence or willful violations of this Lease by Landlord or its agents, contractors, servants or employees, unless such damage or injury arises from perils against which Tenant is required by this Lease to perform insure, or comply with against which perils Tenant actually carries insurance (even though not required by this Lease). Landlord shall in no event be liable to Tenant or anyone claiming by, under or through Tenant for any loss or damage or liability resulting from the acts or omissions of other tenants of the terms Shopping Center or by any other third person who was not acting under the direction and control of this Lease; and (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof. In case any action, suit or proceeding is brought against Tenant by reason of any such condition or occurrence, Tenant, upon Landlord’s request, will at Tenant’s expense resist and defend such action, suit or proceeding, or cause the same to be resisted and defended by counsel designated by Tenant and approved by Landlord; and (f) any work or thing whatsoever done, or any condition created, at the Premises during the Term; and (g) any act, omission or negligence of Tenant or any of its subtenants, licensees, agents, employees, officers, directors or contractors.
Appears in 1 contract
Indemnification by Tenant. 33.1 Except to To the fullest extent allowed by law, Tenant shall at all times indemnify, defend and hold Landlord harmless against and from any and all claims by or on behalf of any person or persons, firm or firms, corporation or corporations, arising from Landlord’s negligencethe conduct or management, willful misconduct or breach of this Lease from any work or things whatsoever done in or about the Asset Purchase Agreement, Tenant will protect, indemnify and save Landlord harmless from and shall defend Landlord against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by or asserted against Landlord by reason of: (a) ownership of the Demised Premises during the Term of this Lease, other than as a result of the sole gross negligence or any interest thereinwillful misconduct of Landlord or its officers, agents, employees, contractors or subcontractors, or receipt as a result of Landlord's breach of its obligations under this Lease, and Tenant shall further indemnify, defend and hold Landlord harmless against and from any Rent or other sum therefrom and all claims arising during the Term of this Lease from any condition of the Improvements (other than liabilities defects in construction of the initial Improvements) or claims arising out other items Landlord is required to repair or maintain, or of any Pre-Existing Environmental Condition passageways or space therein, other than as a result of the sole gross negligence or willful misconduct of Landlord or its officers, employees, agents, contractors or subcontractors or as a result of Landlord’s activities in connection with the clean-up and/or remediation thereof); and (b) 's breach of its obligations under this Lease, or arising from any act or negligence of Tenant, its agents, servants, employees or licenses, or arising from any accident, injury to or death of persons or loss of or damage whatsoever caused to propertyany person, firm or corporation occurring during the Term or thereafter while Tenant is of this Lease in possession of the Premises, on or about the Demised Premises, other than as a result of the sole gross negligence or willful misconduct of Landlord or its officers, employees, agents, contractors or subcontractors, or as a result of Landlord's breach of its obligations under this Lease, and from and against all costs, attorneys' fees, expenses and liabilities incurred in or about any part thereof such claim or the adjoining sidewalks, curbs, streets action or ways, vaults and vault space, if anyproceeding brought thereon; and (c) any use, non-use or condition of or occurrence at the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways; and (d) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; and (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof. In case any action, suit action or proceeding is be brought against Tenant Landlord by reason of any such condition or occurrenceclaim, Tenant, upon notice from Landlord’s request, will at Tenant’s expense resist and covenants to defend such action, suit action or proceeding, or cause the same to be resisted and defended proceeding by counsel designated reasonably satisfactory to Landlord. Tenant's obligations under this Section 20.3 shall be insured by Tenant and approved by Landlord; and (f) any work or thing whatsoever done, or any condition created, at contractual liability endorsement on Tenant's policies of insurance required under the Premises during provisions of Section 6.2 hereof to the Term; and (g) any act, omission or negligence of Tenant or any of its subtenants, licensees, agents, employees, officers, directors or contractorsextent reasonably obtainable.
Appears in 1 contract
Samples: Lease (Radyne Corp)
Indemnification by Tenant. 33.1 Except Section 8.1 Tenant shall defend (with counsel reasonably satisfactory to the extent arising from Landlord) and indemnify and hold harmless Landlord and Landlord’s negligencedirectors, willful misconduct officers, employees and agents against any claim, expense, loss, or breach liability paid, suffered or incurred as the result of (a) any breach, violation or non-performance by Tenant, its agents, directors, officers, employees, contractors (and its and their employees), and/or licensees of any covenant, condition or agreement of this Lease or the Asset Purchase Agreementon Tenant’s part to be fulfilled, Tenant will protectkept, indemnify observed and save Landlord harmless from and shall defend Landlord against all liabilitiesperformed, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by or asserted against Landlord by reason of: (a) ownership of the Premises during the Term or any interest therein, or receipt of any Rent or other sum therefrom (other than liabilities or claims arising out of any Pre-Existing Environmental Condition or Landlord’s activities in connection with the clean-up and/or remediation thereof); and (b) any and all claims against Landlord of whatever nature arising from any act, wrongful omission or negligence of Tenant, its agents, directors, officers, employees, contractors (and its and their employees), and/or licensees, (c) all claims against Landlord arising from any accident, injury to or death of persons or loss of or damage whatsoever caused to property, any person or to the property of any person and occurring during the Term or thereafter while Tenant is term of this Lease in possession of the Premises, on or about the Demised Premises, or any part thereof or the adjoining sidewalks, curbs, streets or ways, vaults and vault space, if any; and (c) any use, non-use or condition of or occurrence at the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways; and (d) all claims against Landlord arising from any failure on accident, injury or damage occurring outside of the part Demised Premises but anywhere within or about the Building, where such accident, injury or damage results or is claimed to have resulted from an act or wrongful omission of Tenant or Tenant’s agents, directors, officers, employees, contractors (and its and their employees), and/or licensees, except those losses or claims materially caused by Landlord’s negligence or willful misconduct. Tenant shall not be entitled to perform assert any claims for damages to personal property, fixtures, installations or comply with improvements, or to assert a claim that Tenant has been constructively evicted from all or any portion of the terms Demised Premises, because of a condition resulting from Landlord’s fault or from the action or omission of any other tenant of leased space in the Building, unless Tenant shall have first informed Landlord, and such other persons as are entitled to notice pursuant to the provisions of Section 13.2 hereof, in writing, of the objectionable condition or conditions, and Landlord, or such other persons referred to in Section 13.2 hereof, shall have failed within a reasonable time after receipt of such notice, not to exceed twenty (20) days, to remedy the condition or conditions complained of. The Tenant’s obligations to Landlord pursuant to this Article shall survive the termination of this Lease; and (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof. In case any action, suit or proceeding is brought against Tenant by reason of any such condition or occurrence, Tenant, upon Landlord’s request, will at Tenant’s expense resist and defend such action, suit or proceeding, or cause the same to be resisted and defended by counsel designated by Tenant and approved by Landlord; and (f) any work or thing whatsoever done, or any condition created, at the Premises during the Term; and (g) any act, omission or negligence of Tenant or any of its subtenants, licensees, agents, employees, officers, directors or contractors.
Appears in 1 contract
Samples: Agreement of Lease (Inphonic Inc)
Indemnification by Tenant. 33.1 Except to the extent arising from Landlord’s negligence, willful misconduct or breach of this Lease or the Asset Purchase Agreement, Tenant will protectshall defend, indemnify and save harmless Landlord harmless and any managing agent, mortgagee or lessor under any ground or underlying lease, and their respective agents, officers and employees, contractors, licensees and invitees (collectively, “Indemnitees”), from and shall defend Landlord against all liabilities, obligationsloss or liability, claims, suits, demands, damages, penaltiesjudgments, causes of actioncosts, costs interest and expenses (includingincluding reasonable counsel fees, without limitation, attorneys’ witness fees and expenses) imposed upon disbursements incurred in the defense of any action or incurred by proceeding), to which they may be subject or asserted against Landlord which they may suffer, by reason of: (a) ownership of the Premises during the Term or any interest thereinclaim for any injury to, or receipt death of, any person or persons (including Landlord, its agents, contractors, employees, licensees and invitees) or damage to property (including any loss of any Rent use thereof) or other sum therefrom (other than liabilities otherwise arising from or claims arising out of any Pre-Existing Environmental Condition or Landlord’s activities in connection with the clean-up and/or remediation thereof); and (b) any accident, injury to occupancy or death of persons or loss of or damage to property, occurring during the Term or thereafter while Tenant is in possession use of the Premises, on or about the Premisesfrom any work, installation or any part thereof or the adjoining sidewalks, curbs, streets or ways, vaults and vault space, if any; and (c) any use, non-use or condition of or occurrence thing whatsoever done at the Premises or any part thereof performed by Tenant within the Building (whether or not with Landlord’s consent), from and after the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways; and (d) any failure on the part of Tenant to perform or comply with any of the terms execution of this Lease; and (e) performance resulting from any breach of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof. In case any action, suit or proceeding is brought against Tenant by reason of any such condition or occurrence, Tenant, upon Landlord’s request, will at Tenant’s expense resist and defend such action, suit obligations under this Lease; or proceeding, or cause the same to be resisted and defended by counsel designated by Tenant and approved by Landlord; and (f) any work or thing whatsoever done, or any condition created, at the Premises during the Term; and (g) from any act, omission or negligence of Tenant or any of its subtenantsTenant’s officers, licenseesdirectors, agents, contractors, employees, officerssubtenants, directors licensees or contractorsinvitees (individually and collectively, “Claims”). Tenant shall pay, satisfy and discharge any judgments, orders and decrees which may be recovered against any indemnitee in connection with a Claim within thirty days after the rendering thereof if any action or proceeding is brought against any indemnitee by reason of any such claim, Tenant, upon written notice from Landlord, shall resist or defend such action or proceeding by counsel approved by Landlord in writing, such approval not to be unreasonably withheld.
Appears in 1 contract
Samples: Agreement of Lease (International Fight League, Inc.)
Indemnification by Tenant. 33.1 Except Tenant agrees to the extent arising from indemnify Landlord’s negligence, willful misconduct or breach of this Lease or the Asset Purchase Agreementits employees, Tenant will protectagents, indemnify contractors, mortgagees and successors in interest against and save Landlord Landlord, its employees, agents, contractors, mortgagees and successors in interest harmless from any and shall defend Landlord against all liabilitiesloss, obligationscost, claimsliability, damages, penalties, causes of action, costs damage and expenses (expense including, without limitation, attorneys’ fees penalties, fires and expenses) imposed upon or reasonable counsel fees, incurred by or asserted against Landlord by reason of: (a) ownership of the Premises during the Term or any interest therein, or receipt of any Rent or other sum therefrom (other than liabilities or claims arising out of any Pre-Existing Environmental Condition or Landlord’s activities in connection with the clean-up and/or remediation thereof); and (b) or arising from any accident, injury to or death of persons or loss of or damage to property, occurring during the Term or thereafter while Tenant is in possession of the Premisescause whatsoever in, on or about the Premises, including, without limiting the generality of the foregoing (a) any default by Tenant in the observance or performance of any of the terms, covenants or conditions of this Lease on Tenant's part to be observed or performed, or (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any part thereof person or the adjoining sidewalksentity claiming through or under Tenant, curbs, streets or ways, vaults and vault space, if any; and of (c) any use, non-use or the condition of or occurrence at the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways; and (d) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; and (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof. In case occurrence or happening on the Premises from any actioncause whatsoever, suit or proceeding is brought against Tenant unless caused by reason of any such condition or occurrence, Tenant, upon Landlord’s request, will at Tenant’s expense resist and defend such action, suit or proceeding's gross negligence, or cause the same to be resisted and defended by counsel designated by Tenant and approved by Landlord; and (fd) any work or thing whatsoever doneacts, or any condition created, at the Premises during the Term; and (g) any act, omission omissions or negligence of Tenant or any person or entity claiming through or under Tenant, or of its subtenants, licenseesthe contractors, agents, servants, employees, officersvisitors or licensees of Tenant or any such person or entity, directors in, on or contractorsabout the Premises or the Building, either prior to, during, or after the expiration of the Term, including without limitation, any acts, omissions or negligence in the making or performing of any Alterations. Tenant further agrees to indemnify and save harmless Landlord, Landlord's agents, and the lessor or lessors under all ground or underlying leases, from and against any and all loss, cost, liability, damage and expense including, without limitation, reasonable counsel fees, incurred in connection with or arising from any claims by any persons by reason of injury to persons or damage to property occasioned by any use, occupancy, condition, occurrence, happening, act, omission or negligence referred to in the preceding sentence.
Appears in 1 contract
