Common use of Landlord’s Indemnification of Tenant Clause in Contracts

Landlord’s Indemnification of Tenant. Subject to Tenant's obligations under the ------------------------------------ terms of this Lease, Landlord shall defend, indemnify, and hold Tenant harmless from and against any and all losses, costs, expenses, liabilities, claims causes of action and damages of all kinds that may result to Tenant, including reasonable attorneys' fees and disbursements incurred by Tenant, arising from (i) the disturbance of Tenant's quiet possession by Landlord, by persons deriving title from Landlord, because of liens or encumbrances incurred or suffered by Landlord; (ii) because of title paramount to Landlord's; (iii) because of any defect in Landlord's power or authority to execute and undertake Landlord's obligations under this Lease' or (iv) because of any failure by Landlord to perform any of its obligations under this Lease. Landlord's duty to indemnify Tenant under this Section 8.2 shall survive the expiration or earlier termination of this Lease. Landlord covenants with Tenant that, subject to Tenant's compliance with the terms of this Lease; Tenant shall and may peaceably and quietly have, hold, and enjoy the Leased Premises for the Term of this Lease, and any renewals, or extensions thereof, and that neither Landlord, nor any party claiming under or through Landlord, shall disturb the use or occupancy of the Leased Premises by Tenant and Landlord shall defend Tenant's right to such use and occupancy.

Appears in 2 contracts

Samples: Acceptance Agreement (Atroad Inc), Acceptance Agreement (Atroad Inc)

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Landlord’s Indemnification of Tenant. Subject Notwithstanding anything to Tenant's obligations under the ------------------------------------ contrary contained in Section 16.1 or 16.2, Tenant shall not be required to protect, defend, save harmless or indemnify Landlord from any liability for injury, loss, accident or damage to any person resulting from Landlord’s negligent acts or omissions or willful misconduct or that of its agents, contractors, servants, employees or licensees, in connection with Landlord’s activities on or about the Premises, and subject to the terms of this LeaseArticle 25, Landlord shall defendhereby indemnifies and agrees to protect, indemnify, defend and hold Tenant harmless from and against any Indemnified Claims arising out of Landlord’s breach of this Lease or negligent acts or omissions or willful misconduct or those of its agents, contractors, servants, employees or licensees in connection with Landlord’s activities on or about the Premises. Such exclusion from Tenant’s indemnity and all losses, costs, expenses, liabilities, claims causes of action and damages of all kinds that may result to Tenant, including reasonable attorneys' fees and disbursements incurred by Tenant, arising from (i) the disturbance of Tenant's quiet possession by Landlord, by persons deriving title from Landlord, because of liens or encumbrances incurred or suffered by Landlord; (ii) because of title paramount to Landlord's; (iii) because of any defect in Landlord's power or authority to execute and undertake Landlord's obligations under this Lease' or (iv) because of any failure such agreement by Landlord to perform so indemnify and hold Tenant harmless are not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to the provisions of this LeaseLease to the extent that such policies cover (or, if such policies would have been carried as required, would have covered) the result of grossly negligent acts or omissions or willful misconduct of Landlord or those of its agents, contractors, servants, employees or licensees; provided, however, the provisions of this sentence shall in no way be construed to imply the availability of any double or duplicate coverage. Landlord's duty ’s and Tenant’s indemnification obligations hereunder may or may not be coverable by insurance, but the failure of either Landlord or Tenant to indemnify Tenant under this Section 8.2 carry insurance covering the indemnification obligation shall survive the expiration or earlier termination of this Lease. Landlord covenants with Tenant that, subject to Tenant's compliance with the terms of this Lease; Tenant shall and may peaceably and quietly have, hold, and enjoy the Leased Premises for the Term of this Lease, and any renewals, or extensions thereof, and that neither Landlord, nor any party claiming under or through Landlord, shall disturb the use or occupancy of the Leased Premises by Tenant and Landlord shall defend Tenant's right to such use and occupancynot limit their indemnity obligations hereunder.

Appears in 1 contract

Samples: Office Lease (Alteryx, Inc.)

Landlord’s Indemnification of Tenant. Subject to Tenant's obligations under the ------------------------------------ terms of this LeaseSection 11.3 and Section 28, Landlord shall defend, indemnify, protect, defend and hold Tenant harmless from and against any and all lossesclaims, costs, expensesactions, liabilities, claims causes of action and damages of all kinds that may result to Tenantdamages, costs or expenses, including reasonable attorneys' fees and disbursements costs incurred from: (a) the negligence or willful misconduct of Landlord or Landlord’s Representatives or Landlord’s Visitors in or about the Property; (b) any construction work undertaken by Landlord on the Premises (including any design defects), provided, however, (1) Tenant agrees to notify Landlord in writing immediately upon identification or discovery of any such defect, (2) Landlord’s liability with respect to cost of the Tenant Improvements (defined in Exhibit B) is limited to the amount of the Allowance (defined in Exhibit B), and (3) any other tort liability of Landlord pertaining to such construction work is limited to the extent arising from the negligence or willful misconduct of Landlord or Landlord’s Representatives or Landlord’s Visitors and excluding any Claims to the extent they are caused by the willful misconduct or negligent acts or omissions of Tenant, Tenant’s Representatives or Tenant’s Visitors; or (c) any loss, injury or damage, howsoever and by whomsoever caused, to any person or property occurring in or about the Property during the Term, to the extent arising from the negligence or willful misconduct of Landlord or Landlord’s Representatives or Landlord’s Visitors and excluding any Claims to the extent they are caused by the willful misconduct or negligent acts or omissions of Tenant, Tenant’s Representatives or Tenant’s Visitors;. Notwithstanding any other provision of this Lease to the contrary, in no event shall Landlord be liable to Tenant for any punitive damages or consequential damages by Tenant, arising from (i) the disturbance of Tenant's quiet possession by Landlord, by persons deriving title from Landlord, because of liens or encumbrances incurred or suffered by Landlord; (ii) because of title paramount to Landlord's; (iii) because of any defect in Landlord's power or authority to execute and undertake Landlord's obligations under this Lease' or (iv) because of any failure by Landlord to perform any of its obligations under this Lease. Landlord's duty to indemnify Tenant under this Section 8.2 shall survive the expiration or earlier termination of this Lease. Landlord covenants with Tenant that, subject to Tenant's compliance with the terms of this Lease; Tenant shall and may peaceably and quietly have, hold, and enjoy the Leased Premises for the Term of this Lease, and any renewals, or extensions thereof, and that neither Landlord, nor any party claiming under or through Landlord, shall disturb the use or occupancy of the Leased Premises by Tenant and Landlord shall defend Tenant's right to such use and occupancy.

Appears in 1 contract

Samples: Lease Agreement (Cascade Microtech Inc)

Landlord’s Indemnification of Tenant. Subject Notwithstanding anything to Tenant's obligations under the ------------------------------------ terms of this contrary contained in Paragraph 17.2 or elsewhere in the Lease, Landlord Tenant shall not be required to protect, defend, indemnifysave harmless or indemnify Landlord from any liability for injury, loss, accident or damage to any person resulting from Landlord's negligent acts or omissions or willful misconduct or that of its agents, contractors, servants, employees or licensees, in connection with Landlord's activities on or about the Premises, and Landlord hereby indemnifies and agrees to protect, defend and hold Tenant harmless from and against any and all losses, costs, expenses, liabilities, claims causes Indemnified Claims out of action and damages of all kinds that may result to Tenant, including reasonable attorneys' fees and disbursements incurred by Tenant, arising from (i) the disturbance of Tenant's quiet possession by Landlord, by persons deriving title from Landlord, because of liens or encumbrances incurred or suffered by Landlord; (ii) because of title paramount to Landlord's; (iii) because of any defect in Landlord's power negligent acts or authority omissions or willful misconduct or those of its agents, contractors, servants, employees or licensees in connection with Landlord's activities on or about the Premises to execute the extent that injuries are involved and undertake any default by Landlord of Landlord's obligations under this Lease' or (iv) because of any failure . Such exclusion from Tenant's indemnity and such agreement by Landlord to perform so indemnify and hold Tenant harmless are not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to the provisions of this LeaseLease to the extent that such policies cover (or, if such policies would have been carried as required, would have covered) the result of negligent acts or omissions or willful misconduct of Landlord or those of its agents, contractors, servants, employees or licensees; provided, however, the provisions of this sentence shall in no way be construed to imply the availability of any double or duplicate coverage. Landlord's duty to indemnify Tenant under this Section 8.2 shall survive the expiration or earlier termination of this Lease. Landlord covenants with Tenant that, subject to and Tenant's compliance with indemnification obligations hereunder may or may not be coverable by insurance, but the terms failure of this Lease; either Landlord or Tenant to carry insurance covering the indemnification obligation shall and may peaceably and quietly have, hold, and enjoy the Leased Premises for the Term of this Lease, and any renewals, or extensions thereof, and that neither Landlord, nor any party claiming under or through Landlord, shall disturb the use or occupancy of the Leased Premises by Tenant and Landlord shall defend Tenant's right to such use and occupancynot limit their indemnity obligations hereunder.

Appears in 1 contract

Samples: Lease (Doubleclick Inc)

Landlord’s Indemnification of Tenant. Subject Notwithstanding anything to Tenant's obligations under the ------------------------------------ terms of this contrary contained in Subparagraph 17(b) or elsewhere in the Lease, Landlord Tenant shall not be required to protect, defend, indemnifysave harmless or indemnify Landlord from any liability for injury, loss, accident or damage to any person resulting from Landlord's negligent acts or omissions or willful misconduct or that of its agents, contractors, servants, employees or licensees, in connection with Landlord's activities on or about the Premises, and Landlord hereby indemnifies and agrees to protect, defend and hold Tenant harmless from and against any and all losses, costs, expenses, liabilities, claims causes Indemnified Claims arising out of action and damages of all kinds that may result to Tenant, including reasonable attorneys' fees and disbursements incurred by Tenant, arising from (i) the disturbance of Tenant's quiet possession by Landlord, by persons deriving title from Landlord, because of liens or encumbrances incurred or suffered by Landlord; (ii) because of title paramount to Landlord's; (iii) because of any defect in Landlord's power negligent acts or authority omissions or willful misconduct or those of its agents, contractors, servants, employees or licensees in connection with Landlord's activities on or about the Premises to execute the extent that injuries are involved and undertake any default by Landlord of Landlord's obligations under this Lease' or (iv) because of any failure . Such exclusion from Tenant's indemnity and such agreement by Landlord to perform so indemnify and hold Tenant harmless are not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to the provisions of this LeaseLease to the extent that such policies cover (or, if such policies would have been carried as required, would have covered) the result of negligent acts or omissions or willful misconduct of Landlord or those of its agents, contractors, servants, employees or licensees; provided, however, the provisions of this sentence shall in no way be construed to imply the availability of any double or duplicate coverage. Landlord's duty to indemnify Tenant under this Section 8.2 shall survive the expiration or earlier termination of this Lease. Landlord covenants with Tenant that, subject to and Tenant's compliance with indemnification obligations hereunder may or may not be coverable by insurance, but the terms failure of this Lease; either Landlord or Tenant to carry insurance covering the indemnification obligation shall and may peaceably and quietly have, hold, and enjoy the Leased Premises for the Term of this Lease, and any renewals, or extensions thereof, and that neither Landlord, nor any party claiming under or through Landlord, shall disturb the use or occupancy of the Leased Premises by Tenant and Landlord shall defend Tenant's right to such use and occupancynot limit their indemnity obligations hereunder.

Appears in 1 contract

Samples: Work Letter Agreement (Rainbow Technologies Inc)

Landlord’s Indemnification of Tenant. Subject Notwithstanding anything to Tenantthe contrary contained in Section 17.1 or 17.2, Tenant shall not be required to protect, defend, save harmless or indemnify Landlord from any liability for injury, loss, accident or damage to any person resulting from (i) Landlord's obligations under negligent acts or omissions or willful misconduct or that of its agents, contractors, servants, employees or licensees, in connection with Landlord's activities on or about the ------------------------------------ Premises or elsewhere in the Project or (ii) any occurrence within the Project, but outside of the Premises, unless caused by the negligence or willful misconduct of Tenant or any Tenant Parties, and subject to the terms of this LeaseSection 22, Landlord shall defendhereby indemnifies and agrees to protect, indemnify, defend and hold Tenant harmless from and against Indemnified Claims arising out of Landlord's negligent acts or omissions or willful misconduct or those of its agents, contractors, servants, employees or licensees or any other occurrence anywhere within the Project outside of the Premises unless caused by the negligence or willful misconduct of Tenant or any Tenant Parties, provided Landlord shall in no event be liable to Tenant for any consequential damages or for loss of revenue or income and Tenant waives any and all losses, costs, expenses, liabilities, claims causes of action and damages of all kinds that may result to Tenant, including reasonable attorneys' fees and disbursements incurred by Tenant, arising from (i) the disturbance of Tenant's quiet possession by Landlord, by persons deriving title from Landlord, because of liens or encumbrances incurred or suffered by Landlord; (ii) because of title paramount to Landlord's; (iii) because of for any defect in Landlord's power or authority to execute and undertake Landlord's obligations under this Lease' or (iv) because of any failure by Landlord to perform any of its obligations under this Leasesuch damages. Landlord's duty to indemnify Tenant under this Section 8.2 shall survive the expiration or earlier termination of this Lease. Landlord covenants with Tenant that, subject to and Tenant's compliance with indemnification obligations hereunder may or may not be coverable by insurance, but the terms failure of this Lease; either Landlord or Tenant to carry insurance covering the indemnification obligation shall and may peaceably and quietly have, hold, and enjoy the Leased Premises for the Term of this Lease, and any renewals, or extensions thereof, and that neither Landlord, nor any party claiming under or through Landlord, shall disturb the use or occupancy of the Leased Premises by Tenant and Landlord shall defend Tenant's right to such use and occupancynot limit their indemnity obligations hereunder.

Appears in 1 contract

Samples: Office Lease (Good Guys Inc)

Landlord’s Indemnification of Tenant. Subject Notwithstanding anything to Tenantthe contrary contained in Section 16.1 or 16.2, Tenant shall not be required to protect, defend, save harmless or indemnify Landlord from any liability for injury, loss, accident or damage to any person resulting from Landlord's obligations under grossly negligent acts or omissions or willful misconduct or that of its agents, contractors, servants, employees or licensees, in connection with Landlord's activities on or about the ------------------------------------ Premises, and subject to the terms of this LeaseArticle 22, Landlord shall defendhereby indemnifies and agrees to protect, indemnify, defend and hold Tenant harmless from and against any and all losses, costs, expenses, liabilities, claims causes Indemnified Claims arising out of action and damages of all kinds that may result to Tenant, including reasonable attorneys' fees and disbursements incurred by Tenant, arising from (i) Landlord's grossly negligent acts or omissions or willful misconduct or those of its agents, contractors, servants, employees or licensees in connection with Landlord's activities on or about the disturbance Premises, (ii) any default by Landlord as to any obligations on Landlord's part to be performed under the terms of Tenant's quiet possession this Lease or the terms of any contract or agreement to which Landlord is a party or by which it is bound, affecting this Lease or the Premises, or (iii) any occurrence in the Common Areas to the extent covered by the liability insurance maintained by Landlord, by persons deriving title the cost for which is included in Operating Expenses. Such exclusion from Landlord, because of liens or encumbrances incurred or suffered by Landlord; (ii) because of title paramount to Landlord's; (iii) because of any defect in LandlordTenant's power or authority to execute indemnity and undertake Landlord's obligations under this Lease' or (iv) because of any failure such agreement by Landlord to perform so indemnify and hold Tenant harmless are not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to the provisions of this LeaseLease to the extent that such policies cover (or, if such policies would have been carried as required, would have covered) the result of grossly negligent acts or omissions or willful misconduct of Landlord or those of its agents, contractors, servants, employees or licensees; provided, however, the provisions of this sentence shall in no way be construed to imply the availability of any double or duplicate coverage. Landlord's duty and Tenant's indemnification obligations hereunder may or may not be coverable by insurance, but the failure of either Landlord or Tenant to indemnify carry insurance covering the indemnification obligation shall not limit their indemnity obligations hereunder. In case any action or proceeding is brought against Tenant or any Tenant Parties by reason of any such Indemnified Claims, Landlord, upon notice from Tenant, shall defend the same at Landlord's expense by counsel approved in writing by Tenant, which approval shall not be unreasonably withheld. Landlord’s indemnification obligations under this Section 8.2 16.3 and elsewhere in this Lease shall survive the expiration or earlier termination of this Lease. Landlord's covenants, agreements and indemnification in this Section 16.3 is not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Landlord covenants with Tenant that, subject pursuant to Tenant's compliance with the terms provisions of this Lease; . Tenant shall and may peaceably and quietly havein no event be liable to Landlord or any other person for any consequential damages, holdspecial or punitive damages, or for loss of business, or except as provided in Section 21.2, for loss of revenue, income or profits, and enjoy the Leased Premises Landlord hereby waives any and all claims for the Term of this Lease, and any renewals, or extensions thereof, and that neither Landlord, nor any party claiming under or through Landlord, shall disturb the use or occupancy of the Leased Premises by Tenant and Landlord shall defend Tenant's right to such use and occupancydamages.

Appears in 1 contract

Samples: WaferGen Bio-Systems, Inc.

Landlord’s Indemnification of Tenant. Subject Notwithstanding anything to Tenant's obligations under the ------------------------------------ contrary contained in Section 16.1 or 16.2, Tenant shall not be required to protect, defend, save harmless or indemnify Landlord from any liability for injury, loss, accident or damage to any person resulting from Landlord’s grossly negligent acts or omissions or willful misconduct or that of its agents, contractors, servants, employees or licensees, in connection with Landlord’s activities on or about the Premises, and subject to the terms of this LeaseArticle 22, Landlord shall defendhereby indemnifies and agrees to protect, indemnify, defend and hold Tenant harmless from and against any Indemnified Claims arising out of Landlord’s grossly negligent acts or omissions or willful misconduct or those of its agents, contractors, servants, employees or licensees in connection with Landlord’s activities on or about the Premises. Such exclusion from Tenant’s indemnity and all losses, costs, expenses, liabilities, claims causes of action and damages of all kinds that may result to Tenant, including reasonable attorneys' fees and disbursements incurred by Tenant, arising from (i) the disturbance of Tenant's quiet possession by Landlord, by persons deriving title from Landlord, because of liens or encumbrances incurred or suffered by Landlord; (ii) because of title paramount to Landlord's; (iii) because of any defect in Landlord's power or authority to execute and undertake Landlord's obligations under this Lease' or (iv) because of any failure such agreement by Landlord to perform so indemnify and hold Tenant harmless are not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to the provisions of this LeaseLease to the extent that such policies cover (or, if such policies would have been carried as required, would have covered) the result of grossly negligent acts or omissions or willful misconduct of Landlord or those of its agents, contractors, servants, employees or licensees; provided, however, the provisions of this sentence shall in no way be construed to imply the availability of any double or duplicate coverage. Landlord's duty ’s and Tenant’s indemnification obligations hereunder may or may not be coverable by insurance, but the failure of either Landlord or Tenant to indemnify Tenant under this Section 8.2 carry insurance covering the indemnification obligation shall survive the expiration or earlier termination of this Lease. Landlord covenants with Tenant that, subject to Tenant's compliance with the terms of this Lease; Tenant shall and may peaceably and quietly have, hold, and enjoy the Leased Premises for the Term of this Lease, and any renewals, or extensions thereof, and that neither Landlord, nor any party claiming under or through Landlord, shall disturb the use or occupancy of the Leased Premises by Tenant and Landlord shall defend Tenant's right to such use and occupancynot limit their indemnity obligations hereunder.

Appears in 1 contract

Samples: Trulia, Inc.

Landlord’s Indemnification of Tenant. Subject to Tenant's obligations under the ------------------------------------ terms of this Lease, Landlord shall defend, indemnify, and hold Tenant harmless from and against any and all losses, costs, expenses, liabilities, claims causes of action and damages of all kinds that may result to Tenant, including reasonable attorneys' fees and disbursements incurred by Tenant, arising from (i) the disturbance of Tenant's quiet possession by Landlord, by persons deriving title from Landlord, because of liens or encumbrances incurred or suffered by Landlord; : (iiiv) because of title paramount to Landlord's; (iiiii) because of any defect in Landlord's power or authority to execute executed and undertake Landlord's obligations under this Lease' lease; or (iviii) because of any failure by Landlord to perform any of its obligations under this Lease. Landlord's duty to indemnify Tenant under this Section 8.2 shall survive the expiration or earlier termination of this Lease. Landlord covenants with Tenant that, subject to Tenant's compliance with the terms of this Lease; , Tenant shall and may peaceably and quietly have, hold, and enjoy the Leased Premises for the Term of this Lease, and any renewals, or extensions thereof, and that neither Landlord, nor any party claiming under or through Landlord, shall disturb the use or occupancy of the Leased Premises by Tenant and Landlord shall defend Tenant's right to such use and occupancy.

Appears in 1 contract

Samples: Industrial Space Lease (Mattson Technology Inc)

Landlord’s Indemnification of Tenant. Subject Notwithstanding anything to Tenant's obligations under the ------------------------------------ contrary contained in Section 16.1 or 16.2, Tenant shall not be required to protect, defend, save harmless or indemnify Landlord from any liability for injury, loss, accident or damage to any person resulting from Xxxxxxxx’s negligent acts or omissions or willful misconduct or that of its agents, contractors, servants, employees or licensees, in connection with Landlord’s activities on or about the Premises, and subject to the terms of this LeaseArticle 22, Landlord shall defendhereby indemnifies and agrees to protect, indemnify, defend and hold Tenant harmless from and against any Indemnified Claims arising out of Landlord’s grossly negligent acts or omissions or willful misconduct or those of its agents, contractors, servants, employees or licensees in connection with Landlord’s activities on or about the Premises. Such exclusion from Tenant’s indemnity and all losses, costs, expenses, liabilities, claims causes of action and damages of all kinds that may result to Tenant, including reasonable attorneys' fees and disbursements incurred by Tenant, arising from (i) the disturbance of Tenant's quiet possession by Landlord, by persons deriving title from Landlord, because of liens or encumbrances incurred or suffered by Landlord; (ii) because of title paramount to Landlord's; (iii) because of any defect in Landlord's power or authority to execute and undertake Landlord's obligations under this Lease' or (iv) because of any failure such agreement by Landlord to perform so indemnify and hold Tenant harmless are not intended to and shall not relieve any insurance carrier of its obligations under this Lease. Landlord's duty policies required to indemnify be carried by Tenant under this Section 8.2 shall survive pursuant to the expiration or earlier termination provisions of this Lease. Lease to the extent that such policies cover (or, if such policies would have been carried as required, would have covered) the result of grossly negligent acts or omissions or willful misconduct of Landlord covenants with Tenant thator those of its agents, subject to Tenant's compliance with contractors, servants, employees or licensees; provided, however, the terms provisions of this Lease; sentence shall in no way be construed to imply the availability of any double or duplicate coverage. Xxxxxxxx’s and Xxxxxx’s indemnification obligations hereunder may or may not be coverable by insurance, but the failure of either Landlord or Tenant to carry insurance covering the indemnification obligation shall and may peaceably and quietly have, hold, and enjoy the Leased Premises for the Term of this Lease, and any renewals, or extensions thereof, and that neither Landlord, nor any party claiming under or through Landlord, shall disturb the use or occupancy of the Leased Premises by Tenant and Landlord shall defend Tenant's right to such use and occupancynot limit their indemnity obligations hereunder.

Appears in 1 contract

Samples: iRhythm Technologies, Inc.

Landlord’s Indemnification of Tenant. Subject Except to the extent caused by the negligence or willful misconduct of Tenant's obligations under the ------------------------------------ terms of this Lease, its agents, contractors or invitees, Landlord shall agrees to indemnify, defend, indemnify, and hold Tenant, and Tenant's employees, agents, constituent parties, members, shareholders, directors, lenders and affiliates, and each of their respective successors and assigns (individually and collectively "Tenant harmless from and against any and Indemnitees") from: (A) all lossesclaims, judgments, causes of action, damages, penalties, fines, taxes, costs, expenses, liabilities, claims causes losses, and expenses arising (directly or indirectly) as a result of action and damages of all kinds that may result or in connection Preexisting Hazardous Conditions (except to Tenant, including reasonable attorneys' fees and disbursements incurred the extent exacerbated by Tenant, arising from (i) the disturbance activities of Tenant's quiet possession by ) or the negligent activities of Landlord, its employees, agents or invitees in the Outside Area. This obligation by persons deriving title from LandlordLandlord to indemnify, because of liens protect, defend, and hold harmless Tenant Indemnitees includes, without limitation: costs and expenses incurred for or encumbrances incurred in connection with any investigation, cleanup, remediation, monitoring, removal, restoration, or suffered closure work required by Landlord; (ii) because of title paramount to Landlord's; (iii) the Agencies because of any defect in Landlord's power of the foregoing, the costs and expenses of restoring, replacing, or authority to execute acquiring the equivalent of damaged natural resources if required under any Environmental Law; reasonable attorney fees; litigation, arbitration, and undertake Landlord's obligations under this Lease' or (iv) because of any failure by Landlord to perform any of its obligations under this Leaseadministrative proceeding costs; and reasonable expert, consultant, and laboratory fees. Landlord's duty to indemnify Tenant under this Section 8.2 shall This indemnity will survive the expiration or earlier termination of this Lease. Landlord covenants with Tenant thatIf Landlord's performance pursuant to this indemnity is deficient and landlord fails to correct the deficiency within ten (10) days after receipt of written notice from Tenant, subject to Tenant's compliance with the terms of this Lease; Tenant shall have the right to join and may peaceably and quietly haveparticipate in any legal proceedings or actions affecting the Premises initiated in connection with any Environmental Laws. However, hold, and enjoy if the Leased Premises for the Term of this Lease, and any renewals, or extensions thereof, and that neither Landlord, nor any party claiming under or through Landlord, shall disturb the use or occupancy correction of the Leased Premises by deficiency takes longer than ten (10) days, Tenant and Landlord shall defend Tenant's will have the right to such use join and occupancyparticipate if Landlord fails to commence corrective action within the ten (10) day period and after that diligently proceeds to correct the deficiency.

Appears in 1 contract

Samples: Cacheflow Inc

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Landlord’s Indemnification of Tenant. Subject to Tenant's obligations under the ------------------------------------ terms of this Lease, Landlord shall at its sole cost ------------------------------------ and expense defend, protect, indemnify, and hold Tenant Tenant's and Tenant's parent, subsidiary and affiliated companies, including but not limited to their respective directors, officers, agents, servants, employees and independent contractors (collectively, the "Tenant's Group"), harmless from and against any and all lossesClaims arising out of or in connection with Landlord's use, costs, expenses, liabilities, claims causes ownership or management of action and damages of all kinds that may result to Tenantthe Building or Project, including reasonable attorneys' fees and disbursements incurred by Tenant, arising from without limitation: (i) any default by Landlord in the disturbance observance or performance of Tenantany of the terms, covenants or conditions of this Lease on Landlord's quiet possession by Landlord, by persons deriving title from Landlord, because of liens part to be observed or encumbrances incurred or suffered by Landlordperformed; (ii) because of title paramount to Landlord's; (iii) because of any defect in Landlord's power or authority to execute and undertake Landlord's obligations under this Lease' or (iv) because of any failure by Landlord to perform any of its obligations under this Lease. Landlord's duty to indemnify Tenant under this Section 8.2 shall survive the expiration or earlier termination of this Lease. Landlord covenants with Tenant that, subject to Tenant's compliance with the terms of this Lease; Tenant shall and may peaceably and quietly have, hold, and enjoy the Leased Premises for the Term of this Lease, and any renewals, or extensions thereof, and that neither Landlord, nor any party claiming under or through Landlord, shall disturb the use or occupancy of the Leased Premises Building or the Project by Landlord or any of Landlord's Employees; (iii) the condition of the Building or the Project, to the extent that maintenance or repair of such condition is the responsibility of Landlord hereunder; or (iv) any acts, omissions or negligence of Landlord or Landlord's Employees in, on or about the Building or the Project, either prior to, during, or after the expiration of the Term. Notwithstanding the foregoing, the terms of the indemnification agreement contained in this Paragraph 14.2 shall not apply to the negligence or willful misconduct of Tenant, Tenant's Employees or the Tenant's Group, or to claims to the extent such claims are covered by insurance carried (or required to be carried) by Tenant and pursuant to the terms of this Lease. Should Tenant be named as a defendant in any suit involving a Claim for which Landlord is obligated to defend Tenant under this Xxxxxxxxx 00.0, Xxxxxxxx shall defend pay to Tenant Tenant's right to costs and expenses incurred in such use suit, including without limitation, its actual professional fees such as appraisers', accountants' and occupancyattorneys' fees. The provisions of this Paragraph 12.2 shall survive the expiration or sooner termination of this Lease.

Appears in 1 contract

Samples: Construction Agreement (Smart & Final Inc/De)

Landlord’s Indemnification of Tenant. Subject Notwithstanding anything to Tenant's obligations under the ------------------------------------ contrary contained in Section 16.1 or 16.2, Tenant shall not be required to protect, defend, save harmless or indemnify Landlord from any liability for injury, loss, accident or damage to any person resulting from Landlord’s grossly negligent acts or omissions or willful misconduct or that of its agents, contractors, servants, employees or licensees, in connection with Landlord’s activities on or about the Premises, or any pre-existing condition, and subject to the terms of this LeaseArticle 22, Landlord shall defendhereby indemnifies and agrees to protect, indemnify, defend and hold Tenant harmless from and against Indemnified Claims arising out of Landlord’s grossly negligent acts or omissions or willful misconduct or those of its agents, contractors, servants, employees or licensees in connection with Landlord’s activities on or about the Premises or any pre-existing condition. Such exclusion from Tenant’s indemnity and all losses, costs, expenses, liabilities, claims causes of action and damages of all kinds that may result to Tenant, including reasonable attorneys' fees and disbursements incurred by Tenant, arising from (i) the disturbance of Tenant's quiet possession by Landlord, by persons deriving title from Landlord, because of liens or encumbrances incurred or suffered by Landlord; (ii) because of title paramount to Landlord's; (iii) because of any defect in Landlord's power or authority to execute and undertake Landlord's obligations under this Lease' or (iv) because of any failure such agreement by Landlord to perform so indemnify and hold Tenant harmless are not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to the provisions of this LeaseLease to the extent that such policies cover (or, if such policies would have been carried as required, would have covered) the result of grossly negligent acts or omissions or willful misconduct of Landlord or those of its agents, contractors, servants, employees or licensees; provided, however, the provisions of this sentence shall in no way be construed to imply the availability of any double or duplicate coverage. Landlord's duty ’s and Tenant’s indemnification obligations hereunder may or may not be coverable by insurance, but the failure of either Landlord or Tenant to indemnify Tenant under this Section 8.2 carry insurance covering the indemnification obligation shall survive the expiration or earlier termination of this Lease. Landlord covenants with Tenant that, subject to Tenant's compliance with the terms of this Lease; Tenant shall and may peaceably and quietly have, hold, and enjoy the Leased Premises for the Term of this Lease, and any renewals, or extensions thereof, and that neither Landlord, nor any party claiming under or through Landlord, shall disturb the use or occupancy of the Leased Premises by Tenant and Landlord shall defend Tenant's right to such use and occupancynot limit their indemnity obligations hereunder.

Appears in 1 contract

Samples: Attornment Agreement (Inphi Corp)

Landlord’s Indemnification of Tenant. Subject Notwithstanding anything to the contrary contained in Section 17.2 above, subject to the limitation on Landlord's liability contained in Section 30 below and the mutual waivers contained in Section 21.1 below, Landlord will be liable for, and agrees to indemnify, protect, defend and hold harmless Tenant and Tenant's obligations under the ------------------------------------ terms of this Leaseagents, Landlord shall defendsuccessors and assigns (collectively, indemnify"TENANT INDEMNIFIED PARTIES"), and hold Tenant harmless from and against against, any and all lossesIndemnified Claims (as defined in Section 17.2 above) (but not for injury to, costsor interference with, expensesTenant's or any Tenant Indemnified Parties' business or for consequential damages), liabilities, claims causes of action and damages of all kinds that may result to Tenant, including reasonable attorneys' fees and disbursements incurred by Tenant, arising the extent any such Indemnified Claim arises or results from (ia) the disturbance any negligent or willful act or omission of Tenant's quiet possession by Landlord, by persons deriving title from Landlord, because of liens or encumbrances incurred or suffered by Landlord; (iib) because of title paramount to Landlord's; (iii) because any default by Landlord of any defect in obligations on Landlord's power or authority part to execute and undertake Landlord's obligations be performed under this Lease' or (iv) because of any failure by Landlord to perform any of its obligations under this Lease. Landlord's duty to indemnify Tenant under this Section 8.2 shall survive the expiration or earlier termination of this Lease. Landlord covenants with Tenant that, subject to Tenant's compliance with the terms of this Lease; and (c) to the extent covered by the insurance required to be maintained by Landlord under this Lease (or which would have been covered if Landlord had carried such required insurance), any acts or omissions of any third parties occurring in the Common Areas other than the gross negligence or willful misconduct of Tenant or any Tenant's Parties; provided, however, that Landlord's indemnity shall and may peaceably and quietly have, hold, and enjoy not apply or extend to any such damage or injury which occurs within the Leased Premises for which is covered by any insurance maintained by Tenant or any Tenant Indemnified Parties (or which would have been covered had Tenant obtained the Term of insurance required under this Lease). In case any action or proceeding is brought against Tenant or any Tenant Indemnified Parties by reason of any such injury or damage indemnified by Landlord as set forth hereinabove, and any renewals, or extensions thereof, and that neither Landlord, nor any party claiming under or through upon notice from Tenant, agrees to defend the same at Landlord's expense by counsel approved in writing by Tenant, shall disturb the use or occupancy of the Leased Premises by which approval Tenant and Landlord shall defend Tenant's right to such use and occupancywill not unreasonably withhold.

Appears in 1 contract

Samples: Single (Alliance Pharmaceutical Corp)

Landlord’s Indemnification of Tenant. Subject Notwithstanding anything to Tenantthe contrary contained in Section 17.1 or 17.2, Tenant shall not be required to protect, defend, save harmless or indemnify Landlord from any liability for injury, loss, accident or damage to any person resulting from Landlord's obligations under negligent acts or omissions or willful misconduct or that of its agents, contractors, servants, employees or licensees, in connection with Landlord's activities on or about the ------------------------------------ Premises, and subject to the terms of this LeaseSection 22, Landlord shall defendhereby indemnifies and agrees to protect, indemnify, defend and hold Tenant harmless from and against any and all losses, costs, expenses, liabilities, claims causes Indemnified Claims out of action and damages of all kinds that may result to Tenant, including reasonable attorneys' fees and disbursements incurred by Tenant, arising from (i) the disturbance of Tenant's quiet possession by Landlord, by persons deriving title from Landlord, because of liens or encumbrances incurred or suffered by Landlord; (ii) because of title paramount to Landlord's; (iii) because of any defect in Landlord's power negligent acts or authority omissions or willful misconduct or those of its agents, contractors, servants, employees or licensees in connection with Landlord's activities on or about the Premises to execute the extent that injuries are involved and undertake any default by Landlord of Landlord's obligations under this Lease' or (iv) because of any failure . Such exclusion from Tenant's indemnity and such agreement by Landlord to perform so indemnify and hold Tenant harmless are not intended to and shall not relieve any insurance carrier of its obligations under this Lease. Landlord's duty policies required to indemnify be carried by Tenant under this Section 8.2 shall survive pursuant to the expiration or earlier termination provisions of this Lease. Lease to the extent that such policies cover (or, if such policies would have been carried as required, would have covered) the result of negligent acts or omissions or willful misconduct of Landlord covenants with Tenant thator those of its agents, subject to Tenant's compliance with contractors, servants, employees or licensees; provided, however, the terms provisions of this Lease; Tenant sentence shall and may peaceably and quietly have, hold, and enjoy in no way be construed to imply the Leased Premises for the Term availability of this Lease, and any renewals, double or extensions thereof, and that neither Landlord, nor any party claiming under or through Landlord, shall disturb the use or occupancy of the Leased Premises by Tenant and Landlord shall defend Tenant's right to such use and occupancyduplicate coverage.

Appears in 1 contract

Samples: Office Lease (Willdan Group, Inc.)

Landlord’s Indemnification of Tenant. Subject to Tenant's obligations under the ------------------------------------ terms of this Lease, Landlord shall defend, indemnify, and hold Tenant harmless from and against any and all losses, costs, expenses, liabilities, claims causes of action and damages of all kinds that may result to Tenant, including reasonable attorneys' fees and disbursements incurred by Tenant, arising from (i) the disturbance of Tenant's quiet possession by Landlord, by persons deriving title from Landlord, because of liens or encumbrances incurred or suffered by Landlord; (ii) because of title paramount to Landlord's; (iii) because of any defect in Landlord's power or authority to execute and undertake Landlord's obligations under this Lease' ; or (iv) because of any failure by Landlord to perform any of its obligations under this Lease. Landlord's duty to indemnify Tenant under this Section 8.2 shall survive the expiration or earlier termination of this Lease. Landlord covenants with Tenant that, subject to Tenant's compliance with the terms of this Lease; , Tenant shall and may peaceably and quietly have, hold, and enjoy the Leased Premises for the Term of this Lease, and any renewals, or extensions thereof, and that neither Landlord, nor any party claiming under or through Landlord, shall disturb the use or occupancy of the Leased Premises by Tenant and Landlord shall defend Tenant's right to such use and occupancy.

Appears in 1 contract

Samples: Acceptance Agreement (Mattson Technology Inc)

Landlord’s Indemnification of Tenant. Subject Notwithstanding anything to Tenant's obligations under the ------------------------------------ terms of this Lease, Landlord shall defend, indemnify, and hold Tenant harmless from and against any and all losses, costs, expenses, liabilities, claims causes of action and damages of all kinds that may result to Tenant, including reasonable attorneys' fees and disbursements incurred by Tenant, arising from (i) the disturbance of Tenant's quiet possession by Landlord, by persons deriving title from Landlord, because of liens or encumbrances incurred or suffered by Landlord; (ii) because of title paramount to Landlord's; (iii) because of any defect contrary contained in Landlord's power or authority to execute and undertake Landlord's obligations under this Lease' or (iv) because of any failure by Landlord to perform any of its obligations under this Lease. Landlord's duty to indemnify Tenant under this Section 8.2 shall survive the expiration or earlier termination of this Lease. Landlord covenants with Tenant that17.2 above, subject to the limitation on Landlord's liability contained in Section 31 below and the mutual waivers contained in Section 22 below, Landlord will be liable for, and agrees to indemnify, protect, defend and hold harmless Tenant and Tenant's compliance with agents. successors and assigns (collectively, "Tenant Indemnified Parties"), from and against. any Indemnified Claims (as defined in Section 17.1 above) (but not for injury to, or interference with, Tenant's or any Tenant Indemnified Parties' business or for consequential damages), to the extent any such Indemnified Claim arises or results from (a) any negligent or willful act or omission of Landlord or any Landlord Parties; (b) any default by Landlord of any obligations on Landlord's part to be performed under the terms of this Lease; Tenant shall and may peaceably and quietly have, hold, and enjoy (c) to the Leased Premises for extent covered by the Term of insurance maintained by Landlord under this Lease, and any renewalsacts or omissions of any third parties occurring in the Common Areas other than the negligence or willful misconduct of Tenant or any Tenant Parties; provided, however, that Landlord's indemnity shall not apply or extensions thereofextend to any such damage or injury which occurs within the Premises which is covered by any insurance maintained by Tenant or any Tenant Indemnified Parties (or which would have been covered had Tenant obtained the insurance required under this Lease). In case any action or proceeding is brought against Tenant or any Tenant Indemnified Parties by reason of any such injury or damage indemnified by Landlord as set forth hereinabove, and that neither Landlord, nor any party claiming under or through upon notice from Tenant, agrees to defend the same at Landlord's expense by counsel approved in writing by Tenant, shall disturb the use or occupancy of the Leased Premises by which approval Tenant and Landlord shall defend Tenant's right to such use and occupancywill not unreasonably withhold.

Appears in 1 contract

Samples: Synbiotics Corp

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