Common use of Landlord Indemnification Clause in Contracts

Landlord Indemnification. A. Except as otherwise provided for herein, Landlord agrees to indemnify and save harmless Tenant, Tenant's successors and assigns, and Tenant's present and future officers, directors, employees, and agents (collectively TENANT INDEMNITEES) against any and all claims, demands, damages, costs, and expenses, arising from the operations of the Landlord in the Building, or from the construction of improvements to any other portion of the Building, or from any breach or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to be performed pursuant to the terms of this Lease, or from any act of negligence of Landlord, its agents, contractors, servants, and employees in or about the Leased Premises and the Building. In case of any action or proceeding brought against Tenant Indemnities by reason of any such claim, upon Notice from Tenant, Landlord covenants to defend such action or proceeding by counsel, competent in the Tenant's reasonable judgement. To the extent not expressly prohibited by law, Landlord releases Tenant Indemnitees, from, and waives all claims to damages to person or property, sustained by the Landlord and/or the Building resulting directly or indirectly from fire or other casualty, because of existing or future conditions, defects, matters or things in the Leased Premises or any part thereof; or from any equipment or appurtenances therein or from any accident in or about the Leased Premises or from any act by any of Tenant's employees, agents or servants, EXCEPT in the event the damages are caused by the negligence or wrongful intentional acts of the Tenant Indemnitees. B. Landlord agrees to indemnify and save harmless Tenant Indemnitees from and against any and all liabilities, penalties, fines, forfeitures, demands, damages, losses, claims, causes of action, suits, judgements, and costs and expenses incidental thereto (including cost of defense, settlement, reasonable attorneys' fees, reasonable consultant fees, and reasonable expert fees), which Tenant Indemnities may hereafter suffer or incur, be responsible for or disburse as a result of any liabilities directly or indirectly caused by or arising out of any Hazardous Materials existing on or about the Leased Premises, the Building and/or the Site, but only to the extent that any such existence is caused by Landlord's activities on the Leased Premises, the Building and/or the Site. This provision shall survive termination of the Lease.

Landlord Indemnification. A. Except With respect to only those Hazardous Substances present on, in or under the Industrial Center as otherwise provided for hereinof the date of this Lease (the “Existing Hazardous Substances”), Landlord agrees to indemnify indemnify, defend (with counsel reasonably acceptable to Tenant) and save hold Tenant harmless Tenant, Tenant's successors from and assigns, and Tenant's present and future officers, directors, employees, and agents (collectively TENANT INDEMNITEES) against any and all claims, demandsjudgments, damages, costs, and expenses, arising from the operations of the Landlord in the Building, or from the construction of improvements to any other portion of the Building, or from any breach or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to be performed pursuant to the terms of this Lease, or from any act of negligence of Landlord, its agents, contractors, servants, and employees in or about the Leased Premises and the Building. In case of any action or proceeding brought against Tenant Indemnities by reason of any such claim, upon Notice from Tenant, Landlord covenants to defend such action or proceeding by counsel, competent in the Tenant's reasonable judgement. To the extent not expressly prohibited by law, Landlord releases Tenant Indemnitees, from, and waives all claims to damages to person or property, sustained by the Landlord and/or the Building resulting directly or indirectly from fire or other casualty, because of existing or future conditions, defects, matters or things in the Leased Premises or any part thereof; or from any equipment or appurtenances therein or from any accident in or about the Leased Premises or from any act by any of Tenant's employees, agents or servants, EXCEPT in the event the damages are caused by the negligence or wrongful intentional acts of the Tenant Indemnitees. B. Landlord agrees to indemnify and save harmless Tenant Indemnitees from and against any and all liabilities, penalties, fines, forfeitures, demands, damagesliabilities, losses, claims, causes of action, suits, judgements, administrative proceedings and costs and expenses incidental thereto (including cost of defenseincluding, settlementbut not limited to, reasonable attorneys' fees, reasonable ’ and consultant fees, fees and reasonable expert feescourt costs), arising at any time during or after the Term of this Lease, to the extent arising from (1) any of the Existing Hazardous Substances and/or (2) the removal, investigation, monitoring or remediation of any of the Existing Hazardous Substances; provided, however, Landlord shall not indemnify, defend or hold Tenant harmless to the extent (x) Tenant or any of the Tenant Entities contributes to or has contributed to the presence of such Existing Hazardous Substances or Tenant and/or any of the Tenant Entities exacerbates the conditions caused by such Existing Hazardous Substances, or (y) Tenant and/or any of the Tenant Entities allows or permits persons over which Tenant Indemnities may hereafter suffer or incurany of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible for, to cause such Existing Hazardous Substances to be responsible for or disburse as a result of any liabilities directly or indirectly caused by or arising out of any Hazardous Materials existing on present in, on, under, through or about any portion of the Leased Premises, the Building or the Industrial Center, or does not take all reasonably appropriate actions to prevent such persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the SiteTenant Entities are legally responsible from causing the presence of Existing Hazardous Substances in, but only to on, under, through or about any portion of the extent that any such existence is caused by Landlord's activities on the Leased Premises, the Building and/or or the SiteIndustrial Center. This provision Landlord’s obligations under this Paragraph 6.8 shall survive the Expiration Date or earlier termination of the this Lease.

Landlord Indemnification. A. Except With respect to only those Hazardous Substances present on, in or under the Industrial Center as otherwise provided for hereinof the date of this Lease (the “Existing Hazardous Substances”), Landlord agrees to indemnify indemnify, defend (with counsel reasonably acceptable to Tenant) and save hold Tenant harmless Tenant, Tenant's successors from and assigns, and Tenant's present and future officers, directors, employees, and agents (collectively TENANT INDEMNITEES) against any and all claims, demandsjudgments, damages, costs, and expenses, arising from the operations of the Landlord in the Building, or from the construction of improvements to any other portion of the Building, or from any breach or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to be performed pursuant to the terms of this Lease, or from any act of negligence of Landlord, its agents, contractors, servants, and employees in or about the Leased Premises and the Building. In case of any action or proceeding brought against Tenant Indemnities by reason of any such claim, upon Notice from Tenant, Landlord covenants to defend such action or proceeding by counsel, competent in the Tenant's reasonable judgement. To the extent not expressly prohibited by law, Landlord releases Tenant Indemnitees, from, and waives all claims to damages to person or property, sustained by the Landlord and/or the Building resulting directly or indirectly from fire or other casualty, because of existing or future conditions, defects, matters or things in the Leased Premises or any part thereof; or from any equipment or appurtenances therein or from any accident in or about the Leased Premises or from any act by any of Tenant's employees, agents or servants, EXCEPT in the event the damages are caused by the negligence or wrongful intentional acts of the Tenant Indemnitees. B. Landlord agrees to indemnify and save harmless Tenant Indemnitees from and against any and all liabilities, penalties, fines, forfeitures, demands, damagesliabilities, losses, claims, causes of action, suits, judgements, administrative proceedings and costs and expenses incidental thereto (including cost of defenseincluding, settlementbut not limited to, reasonable attorneys' fees, reasonable ’ and consultant fees, fees and reasonable expert feescourt costs), arising at any time during or after the Term of this Lease, to the extent arising from (1) any of the Existing Hazardous Substances and/or (2) the removal, investigation, monitoring or remediation of any of the Existing Hazardous Substances; provided, however, Landlord shall not indemnify, defend or hold Tenant harmless to the extent (x) Tenant or any of the Tenant Entities contributes to or has contributed to the presence of such Existing Hazardous Substances or Tenant and/or any of the Tenant Entities exacerbates the conditions caused by such Existing Hazardous Substances, or (y) Tenant and/or any of the Tenant Entities allows or permits persons over which Tenant Indemnities may hereafter suffer or incurany of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible for, to cause such Existing Hazardous Substances to be responsible for or disburse as a result of any liabilities directly or indirectly caused by or arising out of any Hazardous Materials existing on present in, on, under, through or about any portion of the Leased Premises, the Building or the Industrial Center, or does not take all reasonably appropriate actions to prevent such persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the SiteTenant Entities are legally responsible from causing the presence of Existing Hazardous Substances in, but only to on, under, through or about any portion of the extent that any such existence is caused by Landlord's activities on the Leased Premises, the Building and/or or the SiteIndustrial Center. This provision Landlord’s obligations under this Paragraph 6.8 shall survive the Expiration Date or earlier termination of the this Lease.” g. In Paragraph 6.4, the following shall be added in the fifth (5th) line after the term “Applicable Requirements”: “; provided, however, Tenant shall have the right to have a representative present during such inspections and such inspections shall occur upon not less than 48 hours notice during normal business hours. It is further agreed that Landlord shall have the right to use any and all means Landlord deems necessary to enter the Premises in an emergency and in the case of emergency advance notice shall not be required, provided that Landlord agrees to use its commercially reasonable efforts to contact Tenant’s 24/7 security number (650-269-8434) to notify Tenant of the emergency. Landlord shall use commercially reasonable efforts to minimize any interference with Tenant’s business operations during any entry into the Premises.” h. In Paragraph 6.6, the term “reasonable” shall be added in the tenth (10th) line between the term “limitation,” and “attorneys’.” i. In Paragraph 7.2, (i) the phrase “floors and of the” shall be added in the fourth (4th) line thereof between the phrase “structure of the” and “exterior walls,” and (ii) the following shall be inserted after the phrase “outside of the Premises” in the sixth (6th) line thereof: “(including, without limitation, fire protection services and plumbing, mechanical (including HVAC) and electrical systems serving the Building but excluding the plumbing, mechanical and electrical systems exclusively serving the Premises), and the parking areas, pavement, landscaping, sprinkler systems, sidewalks, driveways, curbs and lighting systems in the Common Areas.” j. In Subparagraph 8.2(d), the phrase “or material change” shall be deleted. k. In Paragraph 8.5, the following shall be inserted at the beginning of such paragraph: “Except to the extent caused by the gross active or gross passive negligence or willful misconduct of Landlord or any Landlord Entity,”. Also the term “reasonable” shall be added in the second (2nd) line of such Paragraph 8.5, between the term “and” and “attorneys’.” l. In Paragraph 8.6, the phrase “or any Landlord Entity” shall be added in the second (2nd) line of such Paragraph 8.6, between the term “Landlord,” and “neither.” m. Paragraph 9.1 of the Lease is hereby deleted and the following substituted therefor:

Landlord Indemnification. A. Except With respect to only those Hazardous Substances present on, in or under the R&D Park as otherwise provided for hereinof the date of this Lease (the “Existing Hazardous Substances”), Landlord agrees to indemnify indemnify, defend (with counsel reasonably acceptable to Tenant) and save hold Tenant harmless Tenant, Tenant's successors from and assigns, and Tenant's present and future officers, directors, employees, and agents (collectively TENANT INDEMNITEES) against any and all claims, demandsjudgments, damages, costs, and expenses, arising from the operations of the Landlord in the Building, or from the construction of improvements to any other portion of the Building, or from any breach or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to be performed pursuant to the terms of this Lease, or from any act of negligence of Landlord, its agents, contractors, servants, and employees in or about the Leased Premises and the Building. In case of any action or proceeding brought against Tenant Indemnities by reason of any such claim, upon Notice from Tenant, Landlord covenants to defend such action or proceeding by counsel, competent in the Tenant's reasonable judgement. To the extent not expressly prohibited by law, Landlord releases Tenant Indemnitees, from, and waives all claims to damages to person or property, sustained by the Landlord and/or the Building resulting directly or indirectly from fire or other casualty, because of existing or future conditions, defects, matters or things in the Leased Premises or any part thereof; or from any equipment or appurtenances therein or from any accident in or about the Leased Premises or from any act by any of Tenant's employees, agents or servants, EXCEPT in the event the damages are caused by the negligence or wrongful intentional acts of the Tenant Indemnitees. B. Landlord agrees to indemnify and save harmless Tenant Indemnitees from and against any and all liabilities, penalties, fines, forfeitures, demands, damagesliabilities, losses, claims, causes of action, suits, judgements, administrative proceedings and costs and expenses incidental thereto (including cost of defenseincluding, settlementbut not limited to, reasonable attorneys' fees, reasonable ’ and consultant fees, fees and reasonable expert feescourt costs), arising at any time during the Term of this Lease, to the extent arising from (1) any of the Existing Hazardous Substances and/or (2) the removal, investigation, monitoring or remediation of any of the Existing Hazardous Substances; provided, however, Landlord shall not indemnify, defend or hold Tenant harmless to the extent (x) Tenant or any of the Tenant Entities contributes to or has contributed to the presence of such Existing Hazardous Substances or Tenant and/or any of the Tenant Entities exacerbates the conditions caused by such Existing Hazardous Substances, or (y) Tenant and/or any of the Tenant Entities allows or permits persons over which Tenant Indemnities may hereafter suffer or incurany of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible for, to cause such Existing Hazardous Substances to be responsible for or disburse as a result of any liabilities directly or indirectly caused by or arising out of any Hazardous Materials existing on present in, on, under, through or about any portion of the Leased Premises, the Building or the R&D Park, or does not take all reasonably appropriate actions to prevent such persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the SiteTenant Entities are legally responsible from causing the presence of Existing Hazardous Substances in, but only to on, under, through or about any portion of the extent that any such existence is caused by Landlord's activities on the Leased Premises, the Building and/or or the Site. This provision shall survive termination of the LeaseR&D Park.

Landlord Indemnification. A. Except With respect to only those Hazardous Substances present on, in or under the R&D Park as otherwise provided for hereinof the date of this Lease (the "Existing Hazardous Substances"), Landlord agrees to indemnify indemnify, defend (with counsel reasonably acceptable to Tenant) and save hold Tenant harmless Tenant, Tenant's successors from and assigns, and Tenant's present and future officers, directors, employees, and agents (collectively TENANT INDEMNITEES) against any and all claims, demandsjudgments, damages, costs, and expenses, arising from the operations of the Landlord in the Building, or from the construction of improvements to any other portion of the Building, or from any breach or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to be performed pursuant to the terms of this Lease, or from any act of negligence of Landlord, its agents, contractors, servants, and employees in or about the Leased Premises and the Building. In case of any action or proceeding brought against Tenant Indemnities by reason of any such claim, upon Notice from Tenant, Landlord covenants to defend such action or proceeding by counsel, competent in the Tenant's reasonable judgement. To the extent not expressly prohibited by law, Landlord releases Tenant Indemnitees, from, and waives all claims to damages to person or property, sustained by the Landlord and/or the Building resulting directly or indirectly from fire or other casualty, because of existing or future conditions, defects, matters or things in the Leased Premises or any part thereof; or from any equipment or appurtenances therein or from any accident in or about the Leased Premises or from any act by any of Tenant's employees, agents or servants, EXCEPT in the event the damages are caused by the negligence or wrongful intentional acts of the Tenant Indemnitees. B. Landlord agrees to indemnify and save harmless Tenant Indemnitees from and against any and all liabilities, penalties, fines, forfeitures, demands, damagesliabilities, losses, claims, causes of action, suits, judgements, administrative proceedings and costs and expenses incidental thereto (including cost of defenseincluding, settlementbut not limited to, reasonable attorneys' fees, reasonable and consultant fees, fees and reasonable expert feescourt costs), arising at any time during the Term of this Lease, to the extent arising from (1) any of the Existing Hazardous Substances and/or (2) the removal, investigation, monitoring or remediation of any of the Existing Hazardous Substances; provided, however, Landlord shall not indemnify, defend or hold Tenant harmless to the extent (x) Tenant or any of the Tenant Entities contributes to or has contributed to the presence of such Existing Hazardous Substances or Tenant and/or any of the Tenant Entities exacerbates the conditions caused by such Existing Hazardous Substances, or (y) Tenant and/or any of the Tenant Entities allows or permits persons over which Tenant Indemnities may hereafter suffer or incurany of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible for, to cause such Existing Hazardous Substances to be responsible for or disburse as a result of any liabilities directly or indirectly caused by or arising out of any Hazardous Materials existing on present in, on, under, through or about any portion of the Leased Premises, the Building or the R&D Park, or does not take all reasonably appropriate actions to prevent such persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the SiteTenant Entities are legally responsible from causing the presence of Existing Hazardous Substances in, but only to on, under, through or about any portion of the extent that any such existence is caused by Landlord's activities on the Leased Premises, the Building and/or or the Site. This provision shall survive termination of the LeaseR&D Park.

Landlord Indemnification. A. Except as otherwise provided for hereinLandlord hereby indemnifies, Landlord agrees to indemnify defends and save holds Tenant harmless Tenant, Tenant's successors from and assigns, and Tenant's present and future officers, directors, employees, and agents (collectively TENANT INDEMNITEES) against any and all claims, demands, damages, costs, Tenant's Losses (defined below) actually incurred by Tenant and expenses, arising resulting from the operations of the Landlord in the Building, negligence or from the construction of improvements to any other portion of the Building, or from any breach or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to be performed pursuant to the terms of this Lease, or from any act of negligence willful misconduct of Landlord, its agents, contractors, servantsAgent, and employees in or about the Leased Premises its and the Buildingtheir contractors and employees. In case of the event that any action or proceeding is brought against Tenant Indemnities by reason of any Tenant, and the foregoing indemnity is applicable to such claimaction or proceeding, then Landlord, upon Notice notice from Tenant, Landlord covenants to shall resist and defend such action or proceeding by counselcounsel reasonably satisfactory to Tenant. Notwithstanding anything to the contrary set forth in this Lease, competent however, in all events and under all circumstances, the liability of Landlord to Tenant shall be limited to the interest of Landlord in the Tenant's reasonable judgement. To the extent not expressly prohibited by law, Landlord releases Tenant Indemnitees, fromProperty, and waives all claims Tenant agrees to damages look solely to person or property, sustained by the Landlord and/or the Building resulting directly or indirectly from fire or other casualty, because of existing or future conditions, defects, matters or things Landlord's interest in the Leased Premises Property for the recovery of any judgment or award against Landlord, it being intended that Landlord shall not be personally liable for any part thereof; judgment or from any equipment or appurtenances therein or from any accident in or about the Leased Premises or from any act by any of Tenant's employeesdeficiency. The term "Tenant Losses" shall mean all claims, agents or servantsdemands, EXCEPT in the event the damages are caused by the negligence or wrongful intentional acts of the Tenant Indemnitees. B. Landlord agrees to indemnify and save harmless Tenant Indemnitees from and against any and all liabilitiesexpenses, actions, judgments, damages, penalties, fines, forfeituresliabilities, demandslosses of every kind and nature (including, damageswithout limitation, lossessums paid in settlement of claims and any costs and expenses associated with injury, claims, causes illness or death to or of actionany person), suits, judgementsadministrative proceedings, and costs and expenses incidental thereto (including cost of defensefees, settlementincluding, without limitation, reasonable attorneys' fees, reasonable consultant feesfees and expenses actually incurred without regard to statutory interpretation and consultants' fees and expenses, and reasonable expert fees)the costs that are in any way related to any matter covered by the foregoing indemnity. Notwithstanding the foregoing, which Tenant Indemnities may hereafter suffer nothing contained in this SECTION 16.2(B) shall override (or incur, be responsible for or disburse as a result deemed to override) the waivers contained in SECTION 9.2 above. The provisions of any liabilities directly or indirectly caused by or arising out of any Hazardous Materials existing on or about the Leased Premises, the Building and/or the Site, but only to the extent that any such existence is caused by Landlord's activities on the Leased Premises, the Building and/or the Site. This provision this SECTION 16.2(B) shall survive the expiration or termination of the this Lease.

Landlord Indemnification. A. Except With respect to only those Hazardous Substances present on, in or under the Industrial Center as otherwise provided for hereinof the date of this Lease (the “Existing Hazardous Substances”), Landlord agrees to indemnify indemnify, defend (with counsel reasonably acceptable to Tenant) and save hold Tenant harmless Tenant, Tenant's successors from and assigns, and Tenant's present and future officers, directors, employees, and agents (collectively TENANT INDEMNITEES) against any and all claims, demandsjudgments, damages, costs, and expenses, arising from the operations of the Landlord in the Building, or from the construction of improvements to any other portion of the Building, or from any breach or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to be performed pursuant to the terms of this Lease, or from any act of negligence of Landlord, its agents, contractors, servants, and employees in or about the Leased Premises and the Building. In case of any action or proceeding brought against Tenant Indemnities by reason of any such claim, upon Notice from Tenant, Landlord covenants to defend such action or proceeding by counsel, competent in the Tenant's reasonable judgement. To the extent not expressly prohibited by law, Landlord releases Tenant Indemnitees, from, and waives all claims to damages to person or property, sustained by the Landlord and/or the Building resulting directly or indirectly from fire or other casualty, because of existing or future conditions, defects, matters or things in the Leased Premises or any part thereof; or from any equipment or appurtenances therein or from any accident in or about the Leased Premises or from any act by any of Tenant's employees, agents or servants, EXCEPT in the event the damages are caused by the negligence or wrongful intentional acts of the Tenant Indemnitees. B. Landlord agrees to indemnify and save harmless Tenant Indemnitees from and against any and all liabilities, penalties, fines, forfeitures, demands, damagesliabilities, losses, claims, causes of action, suits, judgements, administrative proceedings and costs and expenses incidental thereto (including cost of defenseincluding, settlementbut not limited to, reasonable attorneys' fees, reasonable ’ and consultant fees, fees and reasonable expert feescourt costs), arising at any time during or after the Term of this Lease, to the extent arising from (1) any of the Existing Hazardous Substances and/or (2) the removal, investigation, monitoring or remediation of any of the Existing Hazardous Substances; provided, however, Landlord shall not indemnify, defend or hold Tenant harmless to the extent (x) Tenant or any of the Tenant Entities contributes to or has contributed to the presence of such Existing Hazardous Substances or Tenant and/or any of the Tenant Entities exacerbates the conditions caused by such Existing Hazardous Substances, or (y) Tenant and/or any of the Tenant Entities allows or permits persons over which Tenant Indemnities may hereafter suffer or incurany of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible for, to cause such Existing Hazardous Substances to be responsible for or disburse as a result of any liabilities directly or indirectly caused by or arising out of any Hazardous Materials existing on present in, on, under, through or about any portion of the Leased Premises, the Building or the Industrial Center, or does not take all reasonably appropriate actions to prevent such persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the SiteTenant Entities are legally responsible from causing the presence of Existing Hazardous Substances in, but only to on, under, through or about any portion of the extent that any such existence is caused by Landlord's activities on the Leased Premises, the Building and/or or the SiteIndustrial Center. This provision Landlord’s obligations under this Paragraph 6.8 shall survive the Expiration Date or earlier termination of the this Lease.” g. In Paragraph 6.4, the following shall be added in the fifth (5th) line after the term “Applicable Requirements”: “; provided, however, Tenant shall have the right to have a representative present during such inspections and such inspections shall occur upon not less than 48 hours notice during normal business hours. It is further agreed that Landlord shall have the right to use any and all means Landlord deems necessary to enter the Premises in an emergency and in the case of emergency advance notice shall not be required, provided that Landlord agrees to use its commercially reasonable efforts to contact Tenant’s 24/7 security number (650-269-8434) to notify Tenant of the emergency. Landlord shall use commercially reasonable efforts to minimize any interference with Tenant’s business operations during any entry into the Premises.” h. In Paragraph 6.6, the term “reasonable” shall be added in the tenth (10th) line between the term “limitation,” and “attorneys’.” i. In Paragraph 7.2, (i) the phrase “floors and of the” shall be added in the fourth (4th) line thereof between the phrase “structure of the” and “exterior walls,” and (ii) the following shall be inserted after the phrase “outside of the Premises” in the sixth (6th) line thereof: “(including, without limitation, fire protection services and plumbing, mechanical (including HVAC) and electrical systems serving the Building but excluding the plumbing, mechanical and electrical systems exclusively serving the Premises), and the parking areas, pavement, landscaping, sprinkler systems, sidewalks, driveways, curbs and lighting systems in the Common Areas.” j. In Paragraph 8.5, the following shall be inserted at the beginning of such paragraph: “Except to the extent caused by the gross active or gross passive negligence or willful misconduct of Landlord or any Landlord Entity,”. Also the term “reasonable” shall be added in the second (2nd) line of such Paragraph 8.5, between the term “and” and “attorneys’.” k. In Paragraph 8.6, the phrase “or any Landlord Entity” shall be added in the second (2nd) line of such Paragraph 8.6, between the term “Landlord,” and “neither.” l. Paragraph 9.1 of the Lease is hereby deleted and the following substituted therefor:

Landlord Indemnification. A. Except as otherwise provided for herein, Landlord agrees to that it will indemnify and hold and save Tenant and its agents and employees whole and harmless Tenantof, Tenant's successors and assignsfrom, and Tenant's present and future officersagainst (a) all fines, directorssuits, employeeslosses, costs, liabilities, claims, demands, actions, and agents judgments of every kind and character by reason of any breach, violation, or nonperformance of any term, provision, covenant, agreement, or condition on the part of Landlord under this Lease and (collectively TENANT INDEMNITEESb) against any and all claims, demands, damages, costs, and expenses, arising from the operations of the Landlord in the Building, or from the construction of improvements to any other portion of the Building, or from any breach or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to be performed pursuant to the terms of this Lease, or from any act of negligence of Landlord, its agents, contractors, servants, and employees in or about the Leased Premises and the Building. In case of any action or proceeding brought against Tenant Indemnities by reason of any such claim, upon Notice from Tenant, Landlord covenants to defend such action or proceeding by counsel, competent in the Tenant's reasonable judgement. To the extent not expressly prohibited by law, Landlord releases Tenant Indemnitees, from, and waives all claims to damages to person or property, sustained by the Landlord and/or the Building resulting directly or indirectly from fire or other casualty, because of existing or future conditions, defects, matters or things in the Leased Premises or any part thereof; or from any equipment or appurtenances therein or from any accident in or about the Leased Premises or from any act by any of Tenant's employees, agents or servants, EXCEPT in the event the damages are caused by the negligence or wrongful intentional acts of the Tenant Indemnitees. B. Landlord agrees to indemnify and save harmless Tenant Indemnitees from and against any and all liabilities, penalties, fines, forfeitures, demandsactions, damages, losses, claimscosts, causes liabilities, expenses and judgments suffered by, recovered from, or asserted against Tenant or any of action, suits, judgements, and costs and expenses incidental thereto (including cost such indemnitees on account of defense, settlement, reasonable attorneys' fees, reasonable consultant fees, and reasonable expert fees), which injury to person or damage to the property of parties other than Landlord or Tenant Indemnities may hereafter suffer or incur, be responsible for or disburse as a result of any liabilities directly or indirectly caused by or arising out of any Hazardous Materials existing on occurring anywhere in or about the Leased Building other than the Premises, the Building and/or the Site, but only to the extent that any such existence damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, by the negligence or willful misconduct of Landlord, its beneficiary, the partners of such beneficiary or any of their respective duly authorized agents or employees, or when any such injury or damage is caused the result, proximate or remote, of the violation by Landlord's activities on the Leased Premises, its beneficiary, the Building and/or partners of such beneficiary or any of their respective duly authorized agents or employees of any law, ordinance, or governmental order of any kind. Such indemnification of Tenant by Landlord shall be effective only to the Siteextent that Tenant's indemnification of Landlord pursuant to Paragraph 11.3 is not effective. This provision Landlord covenants and agrees that in case Tenant or any of such indemnitees shall survive termination be made a party to any litigation with respect to which Landlord has agreed to indemnify Tenant and such other indemnitees hereunder, then Landlord shall and will pay all reasonable costs and expenses, including reasonable attorneys' fees and court costs, incurred by Tenant or such indemnitees by virtue of any such litigation, to the Leaseextent contemplated by such indemnification, and the amount of all such costs and expenses, including reasonable attorneys' fees and court costs, shall be a demand obligation owing by Landlord to Tenant.

Landlord Indemnification. A. Except With respect to only those Hazardous Substances present on, in or under the Business Center as otherwise provided for hereinof the date of this Lease (the “Existing Hazardous Substances”), Landlord agrees to indemnify indemnify, defend (with counsel reasonably acceptable to Tenant) and save hold Tenant harmless Tenant, Tenant's successors from and assigns, and Tenant's present and future officers, directors, employees, and agents (collectively TENANT INDEMNITEES) against any and all claims, demandsjudgments, damages, costs, and expenses, arising from the operations of the Landlord in the Building, or from the construction of improvements to any other portion of the Building, or from any breach or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to be performed pursuant to the terms of this Lease, or from any act of negligence of Landlord, its agents, contractors, servants, and employees in or about the Leased Premises and the Building. In case of any action or proceeding brought against Tenant Indemnities by reason of any such claim, upon Notice from Tenant, Landlord covenants to defend such action or proceeding by counsel, competent in the Tenant's reasonable judgement. To the extent not expressly prohibited by law, Landlord releases Tenant Indemnitees, from, and waives all claims to damages to person or property, sustained by the Landlord and/or the Building resulting directly or indirectly from fire or other casualty, because of existing or future conditions, defects, matters or things in the Leased Premises or any part thereof; or from any equipment or appurtenances therein or from any accident in or about the Leased Premises or from any act by any of Tenant's employees, agents or servants, EXCEPT in the event the damages are caused by the negligence or wrongful intentional acts of the Tenant Indemnitees. B. Landlord agrees to indemnify and save harmless Tenant Indemnitees from and against any and all liabilities, penalties, fines, forfeitures, demands, damagesliabilities, losses, claims, causes of action, suits, judgements, administrative proceedings and costs and expenses incidental thereto (including cost of defenseincluding, settlementbut not limited to, reasonable attorneys' fees, reasonable ’ and consultant fees, fees and reasonable expert feescourt costs), arising at any time during the Term of this Lease, to the extent arising from (1) any of the Existing Hazardous Substances and/or (2) the removal, investigation, monitoring or remediation of any of the Existing Hazardous Substances; provided, however, Landlord shall not indemnify, defend or hold Tenant harmless to the extent (x) Tenant or any of the Tenant Entities contributes to or has contributed to the presence of such Existing Hazardous Substances or Tenant and/or any of the Tenant Entities exacerbates the conditions caused by such Existing Hazardous Substances, or (y) Tenant and/or any of the Tenant Entities allows or permits persons over which Tenant Indemnities may hereafter suffer or incurany of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible for, to cause such Existing Hazardous Substances to be responsible for or disburse as a result of any liabilities directly or indirectly caused by or arising out of any Hazardous Materials existing on present in, on, under, through or about any portion of the Leased Premises, the Building or the Business Center, or does not take all reasonably appropriate actions to prevent such persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the SiteTenant Entities are legally responsible from causing the presence of Existing Hazardous Substances in, but only to on, under, through or about any portion of the extent that any such existence is caused by Landlord's activities on the Leased Premises, the Building or the Business Center. Tenant shall provide Landlord with prompt, detailed written notice of each claim against Tenant for which Tenant will seek indemnity from Landlord and shall fully cooperate with Landlord in the defense and/or settlement of each such claim if requested by Landlord. The provisions of this Paragraph 6.6 shall, with respect to any claims or liability accruing prior to such termination, survive the Site. This provision shall survive Expiration Date or earlier termination of the this Lease.

Landlord Indemnification. A. Except as otherwise provided for hereinLandlord hereby indemnifies, Landlord agrees to indemnify and save harmless Tenant, Tenant's successors and assignsdefends, and Tenant's present holds Tenant and future officersits affiliates, members, owners, partners, directors, employeesofficers, agents and agents employees (collectively TENANT INDEMNITEEScollectively, “Tenant Indemnified Parties”) harmless from and against any and all claims, demands, damages, costs, and expenses, Losses arising from or in connection with (a) the operations conduct or management of either or both the Building and the Premises or any work done or any condition created by Landlord in or about the Premises or Building during the Term; (b) any act, omission or negligence of Landlord or persons acting by or through Landlord (“Landlord Parties”); (c) any accident, injury or damage whatsoever (unless caused by Tenant’s negligence or willful misconduct) occurring in, at or upon either or both the Property and the Premises caused by Landlord or Landlord Parties; (d) any breach by Landlord of any of its warranties, representations or covenants under this Lease; (e) any actions necessary to protect Tenant’s interest under this Lease in a bankruptcy proceeding or other proceeding under the Bankruptcy Code caused by the actions of the Landlord in contrary to the Buildingterms herein; (f) any violation by Landlord of any Laws, including, without limitation, any Environmental Law; (g) any breach of the provisions of Article 9 of this Lease by Landlord or Landlord Parties; (h) any generation, transport, storage, use, treatment, disposal or presence on, about or from the construction Premises or the Property of improvements any Hazardous Materials; (i) claims for work or labor performed or materials supplies furnished to any other portion or at the request of the Building, or Landlord; and (j) claims arising from any breach or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to be performed pursuant to the terms of contained in this LeaseLease (collectively, or from any act of negligence of “Landlord, its agents, contractors, servants, and employees in or about the Leased Premises and the Building’s Indemnified Matters”). In case of any action or proceeding is brought against any or all of Tenant Indemnities and Tenant Indemnified Parties by reason of any such claimof Landlord’s Indemnified Matters, Landlord, upon Notice notice from Tenant, Landlord covenants to Tenant shall resist and defend such action or proceeding by counsel, competent in the counsel reasonably satisfactory to Tenant's reasonable judgement. To the extent not expressly prohibited by law, Landlord releases Tenant Indemnitees, from, and waives all claims to damages to person or property, sustained by the Landlord and/or the Building resulting directly or indirectly from fire or other casualty, because The provisions of existing or future conditions, defects, matters or things in the Leased Premises or any part thereof; or from any equipment or appurtenances therein or from any accident in or about the Leased Premises or from any act by any of Tenant's employees, agents or servants, EXCEPT in the event the damages are caused by the negligence or wrongful intentional acts of the Tenant Indemnitees. B. Landlord agrees to indemnify and save harmless Tenant Indemnitees from and against any and all liabilities, penalties, fines, forfeitures, demands, damages, losses, claims, causes of action, suits, judgements, and costs and expenses incidental thereto (including cost of defense, settlement, reasonable attorneys' fees, reasonable consultant fees, and reasonable expert fees), which Tenant Indemnities may hereafter suffer or incur, be responsible for or disburse as a result of any liabilities directly or indirectly caused by or arising out of any Hazardous Materials existing on or about the Leased Premises, the Building and/or the Site, but only to the extent that any such existence is caused by Landlord's activities on the Leased Premises, the Building and/or the Site. This provision this Section 17.2.2 shall survive the expiration or termination of the this Lease.

Landlord Indemnification. A. Except as otherwise provided for hereinLandlord shall indemnify, Landlord agrees to indemnify defend and save hold harmless Tenant and any officer, director or shareholder of Tenant, Tenant's successors and assignstheir respective affiliates, and Tenant's present and future officers, directors, employees, employees and agents (collectively TENANT INDEMNITEEScollectively, the “Tenant Indemnified Parties”) at all times from and against any and all claims, demandsactions, losses, injuries, damages, costs, costs and expenses, expenses incurred by or asserted against any of the Tenant Indemnified Parties now or hereafter caused in whole or in part by or resulting or arising from (a) the operations of the Landlord in the Buildinggrossly negligent act, omission or from the construction of improvements to any other portion of the Building, or from any breach or default on the part willful misconduct of Landlord in connection with Landlord’s activities on or about the performance Property, or (b) any failure by Landlord to perform or observe any of any covenant the covenants, agreements, terms or agreement conditions contained in this Lease on the its part of Landlord to be performed pursuant to the terms of this Lease, or from any act of negligence of Landlord, its agents, contractors, servants, and employees in or about the Leased Premises and the Buildingobserved. In case of If any action or proceeding is brought against any of the Tenant Indemnities Indemnified Parties, or if any claim is made against any of the Tenant Indemnified Parties alleging any of the matters referred to in this subsection, Landlord agrees at its sole cost and expense to pay, discharge and defend the Tenant Indemnified Parties against any and all such claims, actions and proceedings, and to reimburse the Tenant Indemnified Parties for any loss, cost or expense in connection therewith, including reasonable attorneys’ fees and costs, costs of court, reasonable expert witness fees and costs, other fees and costs incurred in the defense of any such claim for which indemnity is given by reason Landlord, and any sums which any of the Tenant Indemnified Parties may pay in compromise or settlement of all or any part of such claims, actions or proceedings. In the event of any such claim, upon Notice from Tenant, Landlord covenants to defend such action or proceeding by counselproceeding, competent in the Tenant's reasonable judgement. To the extent not expressly prohibited by law, Landlord releases Tenant Indemnitees, from, and waives all claims to damages to person or property, sustained by the Landlord and/or the Building resulting directly or indirectly from fire or other casualty, because of existing or future conditions, defects, matters or things in the Leased Premises or any part thereof; or from any equipment or appurtenances therein or from any accident in or about the Leased Premises or from any act by any of Tenant's employees, agents or servants, EXCEPT in the event the damages are caused by the negligence or wrongful intentional acts of the Tenant Indemnitees. B. Landlord agrees Indemnified Parties shall have the right to indemnify select the attorneys to represent them in such matter and save harmless Tenant Indemnitees from and against any and all liabilities, penalties, fines, forfeitures, demands, damages, losses, claims, causes of action, suits, judgements, and costs and expenses incidental thereto (including the cost of defense, settlement, reasonable attorneys' fees, reasonable consultant fees, and reasonable expert fees), which Tenant Indemnities may hereafter suffer or incur, thereof shall be responsible for or disburse as a result of any liabilities directly or indirectly caused by or arising out of any Hazardous Materials existing on or about the Leased Premises, the Building and/or the Site, but only to the extent that any such existence is caused borne by Landlord's activities on the Leased Premises, the Building and/or the Site. This provision shall survive termination of the Lease.

Landlord Indemnification. A. Except as otherwise provided for hereinLandlord shall indemnify, Landlord agrees to indemnify defend and save hold harmless Tenant, Tenant's successors and assignsits managers, and Tenant's present and future members, officers, directors, owners, shareholders, partners, employees, and agents (collectively TENANT INDEMNITEES) against any and all claims, demands, damages, costs, and expenses, arising from the operations of the Landlord in the Building, or from the construction of improvements to any other portion of the Building, or from any breach or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to be performed pursuant to the terms of this Lease, or from any act of negligence of Landlord, its agents, contractorssuccessors and assigns (collectively, servants, and employees in or about the Leased Premises and the Building. In case of any action or proceeding brought against Tenant Indemnities by reason of any such claim, upon Notice from Tenant, Landlord covenants to defend such action or proceeding by counsel, competent in the Tenant's reasonable judgement. To the extent not expressly prohibited by law, Landlord releases “Tenant Indemnitees, from, and waives all claims to damages to person or property, sustained by the Landlord and/or the Building resulting directly or indirectly from fire or other casualty, because of existing or future conditions, defects, matters or things in the Leased Premises or any part thereof; or from any equipment or appurtenances therein or from any accident in or about the Leased Premises or from any act by any of Tenant's employees, agents or servants, EXCEPT in the event the damages are caused by the negligence or wrongful intentional acts of the Tenant Indemnitees. B. Landlord agrees to indemnify and save harmless Tenant Indemnitees ”) from and against any and all losses, damages, claims, judgments, liabilities, enforcement actions, remedial actions, fines, penalties, finestaxes, forfeituresfees, demands, damages, losses, claims, causes of action, suits, judgements, and costs and expenses incidental thereto (including cost of defenseincluding, settlementwithout limitation, reasonable attorneys' ’ fees, reasonable consultant consultants’ fees, laboratory costs, and reasonable expert fees)) suffered by any of them and caused by, which Tenant Indemnities may hereafter suffer related to, arising out of, resulting from, or incur, be responsible for in any way connected with: (i) any contamination of the Leasehold Premises with Hazardous Materials caused by Landlord; or disburse as a result (ii) the breach by Landlord of any liabilities directly obligation which it may have under this Section 4.05; or indirectly (iii) any violation of Environmental Laws (as hereinafter defined) in or about the Leasehold Premises caused by or arising out Landlord. Subject to the provisions of this Section 4.05, Landlord shall promptly take, at its sole expense, all actions necessary to investigate, clean up, remediate, and remove any Hazardous Materials existing which come to be located in, on, under, or about the Leasehold Premises due to Landlord’s (or its agents) use of or activities on or about the Leased Leasehold Premises, and Landlord shall restore the Building and/or Leasehold Premises, and any other properties (including the SiteImprovements), but only to the extent that condition existing prior to the introduction of such Hazardous Materials to the Leasehold Premises. Landlord shall comply with all applicable Environmental Laws (as defined herein) and the written requirements of governmental authorities in undertaking such actions. Landlord shall obtain Tenant’s prior written approval of such actions and of any consultants or contractors to be used by Landlord in connection therewith, such existence is caused by approval of Tenant not to be reasonably withheld, conditioned or delayed. No consent of Tenant to the presence of Hazardous Materials or Landlord's activities on the Leased Premises, the Building and/or the Site. This provision ’s (or its agents) compliance with Environmental Laws (as defined herein) shall survive termination relieve Landlord of the Leaseits indemnification obligations hereunder.