Common use of LESSOR'S LIABILITY Clause in Contracts

LESSOR'S LIABILITY. The term "LESSOR" as used herein shall mean the owner or owners at the time in question of the fee title to the Premises. In the event of a transfer of Lessor's title or interest in the Premises or in this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor at the time of such transfer or assignment. Except as provided in Paragraph 15.3, upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. Lessor shall not be liable for any failure or interruption of any utility or service, and Lessee shall not be entitled to any reduction or abatement of rent on account of any such failure or interruption, unless such failure or interruption results from Lessor's breach of this Lease or the negligence or willful misconduct of Lessor or its agents, employees or independent contractors and the Premises are not useable by Lessee for the conduct of Lessee's business as a result thereof for a period of more than twenty (20) consecutive business days (a "MATERIAL INTERRUPTION"). In the event of a Material Interruption, Base Rent and applicable Operating Expenses not actually incurred up to that point by Lessee shall be abated for the period which commences five (5) days after the date Lessee gives to Lessor notice of the occurrence of such Material Interruption until such utilities or services are restored.

LESSOR'S LIABILITY. The term "LESSOR" as used herein shall mean the owner or owners at the time in question of the fee title Notwithstanding anything to the Premises. In the event of a transfer of Lessor's title or interest in the Premises or contrary provided in this Lease, Lessor shall deliver to it is specifically understood and agreed, such agreement being a primary consideration for the transferee or assignee execution of this Lease by Lessor, that (in cash or by crediti) any unused Security Deposit held by Lessor at the time of such transfer or assignment. Except as provided in Paragraph 15.3, upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor there shall be relieved absolutely no personal liability on the part of all liability Lessor, its successors or assigns and the trustees, members, partners, shareholders, officers, directors, employees and agents of Lessor and its successors or assigns, to Lessee with respect to any of the obligations and/or terms, covenants under and conditions of this Lease thereafter to be performed Lease, (ii) Lessee waives all claims, demands and causes of action against the trustees, members, partners, shareholders, officers, directors, employees and agents of Lessor and its successors or assigns in the event of any breach by Lessor of any of the Lessor. Subject to the foregoingterms, the obligations and/or covenants in and conditions of this Lease to be performed by Lessor, and (iii) Lessee shall look solely to the Properties for the satisfaction of each and every remedy of Lessee in the event of any breach by Lessor of any of the terms, covenants and conditions of this Lease to be performed by Lessor, or any other matter in connection with this Lease or the Properties, such exculpation of liability to be absolute and without any exception whatsoever. Subject to the "Carveouts" as hereinafter set forth, it is specifically understood and agreed, such agreement being a primary consideration for the execution of this Lease by Lessee, that (i) there shall be binding only upon absolutely no personal liability on the part of the trustees, members, partners, shareholders, officers, directors, employees and agents of Lessee and its successors or assigns, to Lessor as hereinabove defined. Lessor shall not be liable for any failure or interruption of any utility or service, and Lessee shall not be entitled with respect to any reduction or abatement of rent on account of any such failure or interruptionthe terms, unless such failure or interruption results from Lessor's breach covenants and conditions of this Lease or the negligence or willful misconduct Other Agreements, and (ii) Lessor waives all claims, demands and causes of Lessor or its agentsaction against the trustees, members, partners, shareholders, officers, directors, employees and agents of Lessee and its successors or independent contractors and the Premises are not useable by Lessee for the conduct of Lessee's business as a result thereof for a period of more than twenty (20) consecutive business days (a "MATERIAL INTERRUPTION"). In assigns in the event of a Material Interruption, Base Rent and applicable Operating Expenses not actually incurred up to that point any breach by Lessee of any of the terms, covenants and conditions of this Lease or the Other Agreements to be performed by Lessee, such exculpation of liability and waiver of claims, however, shall not be applicable and shall be abated for the period which commences five (5) days after the date Lessee gives to Lessor notice of no force or effect upon the occurrence of such Material Interruption until such utilities any one or services are restoredmore of the following specified circumstances (the "Carveouts"): (i) Any fraud or misrepresentation by Lessee under this Lease, any of the other Loan Documents, or any of the Other Agreements; (ii) Waste of any of the Properties (which shall be defined to include damage, destruction or disrepair of the Properties caused by a willful act or grossly negligent omission of the Lessee, but to exclude ordinary wear and tear in the absence of gross negligence); (iii) Misapplication of proceeds resulting from a Casualty or Taking (each as defined in the Mortgages); (iv) Failure of the Lessee to pay directly to Lender all rents, incomes and profits, net of reasonable and customary operating expenses, received in respect of any period when the Loan is in default; and (v) The termination or amendment of this Lease or any Related Lease in violation of the terms of this Lease or the Loan Documents.

LESSOR'S LIABILITY. The term "LESSOR" as used herein shall mean the owner or owners at the time in question of the fee title to the Premises. In the event of a transfer of Lessor's title or interest in the Premises or in this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor at the time of such transfer or assignment. Except as provided in Paragraph 15.3, upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. Lessor shall not be liable or responsible to Lessee for any injury or damage resulting from the acts or omissions of Lessor's employees, persons leasing office space or services from the Lessor, or other persons occupying any part of the building of which the leased property is a part, or for any failure of services provided such as electricity, water and heat, or interruption for any injury or damage to persons or property caused by any person (except for such loss or damage resulting from willful or grossly negligent misconduct of any utility the Lessor, its agents or service, and Lessee employees) or from Lessor's failure to make repairs which it is obligated to make hereunder. The Lessor shall not be entitled to any reduction or abatement of rent on account of any such failure or interruptionliable, unless such failure or interruption results from Lessor's breach of this Lease or the negligence or willful misconduct of Lessor or its agents, employees or independent contractors and the Premises are not useable by Lessee for the conduct of Lessee's business as a result thereof of any breach or action arising out of or resulting from this agreement, including, but not limited to, errors or omissions in providing services hereunder, for a period any damages in excess of more than twenty the amount actually paid to Lessor for providing such services, nor shall Lessor be liable for any item of damage measured by lost profit resulting to Lessee. Lessee agrees to pay, and to protect, indemnify and save harmless Lessor and all beneficiaries, agents and employees of Lessor from and against any and all liabilities, losses, damages, costs, expenses (20including all attorneys' fees and expenses of Lessor), causes of action, suits, claims, demands or judgments of any nature whatsoever (except those arising solely from the acts of Lessor, its agents or employees) consecutive business days arising (a "MATERIAL INTERRUPTION"). In a) any injury to, or death of, any person or any damage to property on the event premises or Lessor's suite of a Material Interruptionoffices, Base Rent or in any manner growing out of or connected with the use, non-use, condition or occupation of the premises or Lessor's suite of offices or resulting from the condition thereof, (b) violation of any agreement or condition of this lease, and applicable Operating Expenses not actually incurred up to that point (c) violation by Lessee shall be abated for of any contract or agreement to which Lessee is a party or any restriction, statute, law, ordinance or regulation, in each case affecting the period which commences five (5) days after premises or any part thereof or the date Lessee gives to Lessor notice of the occurrence of such Material Interruption until such utilities or services are restoredoccupants' use thereof.

LESSOR'S LIABILITY. The term "LESSOR" as used herein shall mean the owner or owners at the time in question of the fee title Notwithstanding any provision hereof to the Premises. In contrary, Lessee shall look solely to the estate and property of Lessor in and to the Building (or the proceeds received by Lessor on a sale of such estate and property but not the proceeds of any financing or refinancing thereof) in the event of any claim or judgment against Lessor arising out of or in connection with this Lease, the relationship of landlord and tenant or Lessee's use of the Demised Premises, and Lessee agrees that the liability of Lessor arising out of or in connection with this Lease, the relationship of landlord and tenant or Lessee's use of the Demised Premises, shall be limited to such estate and property of Lessor (or sale proceeds). No other properties or assets of Lessor shall be subject to levy, execution or other enforcement procedures for the satisfaction of any judgement (or other judicial process) or for the satisfaction of any other remedy of Lessee arising out of or in connection with this Lease, the relationship of landlord and tenant or Lessee's use of the Demised Premises, and if Lessee shall acquire a transfer of Lessor's title lien on or 25 interest in any other properties or assets by judgment or otherwise, Lessee shall promptly release such lien on or interest in the Premises such other properties and assets by executing, acknowledging and delivering to Lesser an instrument to that effect prepared by Lessor's attorneys. It is agreed that neither Lessor nor any of its officers, directors or in employees shall ever be personally liable for any judgment against Lessor or any duty or liability of Lessor under this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor at the time of such transfer or assignment. Except as provided in Paragraph 15.3, upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. Lessor shall not be liable have no liability to Lessee for any failure or interruption to perform Lessor's obligations hereunder where such failure(s) is due to causes beyond Lessor's control, including without limitation acts of any utility or serviceGod, war, civil commotion, strikes, and embargoes; nor shall any such failure entitle Lessee to any abatement or reduction in Rent, except as may be expressly provided herein, or any claim of actual or constructive eviction. Lessee shall not be entitled to any compensation or reduction in Rent by reason of inconvenience or abatement of rent on account of any such failure or interruption, unless such failure or interruption results loss arising from Lessor's breach entry onto the Demised Premises as authorized hereunder, nor by reason of this Lease any repairs to the Demised Premises or the negligence or willful misconduct of Lessor or its agents, employees or independent contractors and the Premises are not useable by Lessee for the conduct of Lessee's business as a result thereof for a period of more than twenty (20) consecutive business days (a "MATERIAL INTERRUPTION"). In the event of a Material Interruption, Base Rent and applicable Operating Expenses not actually incurred up to that point by Lessee shall be abated for the period which commences five (5) days after the date Lessee gives to Lessor notice of the occurrence of such Material Interruption until such utilities or services are restoredBuilding.

LESSOR'S LIABILITY. The term "LESSOR" as used herein It is expressly agreed that the obligations of Lessor shall mean only bind the party or parties from time to time owning the Building during their respective periods of ownership thereof so that Lessor and its successors in interest shall cease to have any liability hereunder for causes of action arising after they respectively cease to own the Building and give notice thereof to Lessee, and such liability shall pass to and bind only the owner or owners at the from time in question to time of the fee title Building as landlord hereunder. Each respective owner shall, however, be and remain liable hereunder for causes of action arising during the period of time of each owner's ownership of the Building up to the Premisesdate of each such owner's transfer of the Building. In Notwithstanding any provision to the contrary contained herein, Lessee shall look solely to the estate and property of Lessor in and to the Land and the Building in the event of a transfer any claim against Lessor arising out of Lessor's title or interest in the Premises or in connection with this Lease, the relationship of landlord and tenant, or Lessee's use of the Demised Premises, and Lessee agrees that the liability of Lessor arising out of or in connection with this Lease, the relationship of landlord and tenant or Lessee's use of the Demised Premises, shall deliver be limited to such estate and property of Lessor in and to the transferee Land and the Building. No properties or assignee (assets of Lessor other than the estate and property of Lessor in cash and to the Land and the Building and no property owned by any partner or by credit) any unused Security Deposit held by Lessor at the time shareholder of such transfer or assignment. Except as provided in Paragraph 15.3, upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved subject to levy, execution or other enforcement procedures for the satisfaction of all liability any judgment (or other judicial process) or for the satisfaction of any other remedy of Lessee arising out of or in connection with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoingLease, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. Lessor shall not be liable for any failure relationship of landlord and tenant or interruption of any utility or service, and Lessee shall not be entitled to any reduction or abatement of rent on account of any such failure or interruption, unless such failure or interruption results from Lessor's breach of this Lease or the negligence or willful misconduct of Lessor or its agents, employees or independent contractors and the Premises are not useable by Lessee for the conduct of Lessee's business as a result thereof for a period of more than twenty (20) consecutive business days (a "MATERIAL INTERRUPTION"). In the event of a Material Interruption, Base Rent and applicable Operating Expenses not actually incurred up to that point by Lessee shall be abated for the period which commences five (5) days after the date Lessee gives to Lessor notice use of the occurrence of such Material Interruption until such utilities or services are restoredDemised Premises.

LESSOR'S LIABILITY. The term "LESSOR" as used herein Except for insured casualty for which subrogation is waived pursuant to Section 9.03, above, any injury, breakage, damage, or harm to the Leased Premises (ordinary wear and tear excepted) caused by any act or omission of the Lessor or Lessor's officers, directors, employees, contractors, agents or visitors, shall mean the owner or owners immediately be caused to be repaired at the time sole expense of Lessor, with such repairs commencing as soon as possible and, in question any event, within seven (7) days of the fee title discovery of such injury, breakage, damage. or harm. If Lessor does not undertake appropriate repairs, Lessee may, after notice to and opportunity to cure of Lessor in accordance with Article 24, repair the damage and charge the Lessor the cost for such repairs. Lessor shall defend, indemnify, protect and save Lessee its officers, employees, agents, and assigns harmless from and against all Claims, to the Premisesextent arising from the acts or omissions of Lessor, its employees, contractors, servants, invitees or agents, including Claims based on strict liability, which relate to Lessor's use or occupancy of the TI Expressway Site. In the event any loss or damage is attributable to both Lessor and Lessee, and Lessor agrees, without regard to any concurrent or other negligence by Lessee (if any), to provide Lessee with comparative indemnification for that portion of a transfer of the loss or damage which is attributable to Lessor and/or Lessor's title officers, directors, employees, contractors, agents or interest in visitors, excluding any portion of such loss or damage attributable to the Premises operations of the Defense Business which are Assumed Liabilities on or prior to the Commencement Date, irrespective of either party's negligence. Notwithstanding anything to the contrary in this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor at the time of such transfer or assignment. Except as provided in Paragraph 15.3, upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all Lessor's liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoingArticle 12 shall survive termination, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. Lessor shall not be liable for any failure expiration, or interruption of any utility or service, and Lessee shall not be entitled to any reduction or abatement of rent on account of any such failure or interruption, unless such failure or interruption results from Lessor's breach abandonment of this Lease and shall be reduced by any insurance or the negligence or willful misconduct of Lessor or its agents, employees or independent contractors and the Premises are not useable by Lessee third-party recovery for the conduct of Claim actually received by Lessee's business as a result thereof for a period of more than twenty (20) consecutive business days (a "MATERIAL INTERRUPTION"). In the event of a Material Interruption, Base Rent and applicable Operating Expenses not actually incurred up to that point by Lessee shall be abated for the period which commences five (5) days after the date Lessee gives to Lessor notice of the occurrence of such Material Interruption until such utilities or services are restored.

LESSOR'S LIABILITY. The term "LESSOR" as used herein shall mean the owner or owners at the time in question of the fee title Notwithstanding any provision hereof to the Premises. In contrary, Lessee shall look solely to the estate and property of Lessor in and to the Building (or the proceeds received by Lessor on a sale of such estate and property but not the proceeds of any financing or refinancing thereof) in the event of any claim or judgment against Lessor arising out of or in connection with this Lease, the relationship of landlord and tenant or Lessee's use of the Demised Premises, and Lessee agrees that the liability of Lessor arising out of or in connection with this Lease, the relationship of landlord and tenant or Lessee's use of the Demised Premises, shall be limited to such estate and property of Lessor (or sale proceeds). No other properties or assets of Lessor shall be subject to levy, execution or other enforcement procedures for the satisfaction of any judgment (or other judicial process) or for the satisfaction of any other remedy of Lessee arising out of or in connection with this Lease, the relationship of landlord and tenant or Lessee's use of the Demised Premises, and if Lessee shall acquire a transfer of Lessor's title lien on or interest in the Premises any other properties or assets by judgment or otherwise, Lessee shall promptly release such lien on or interest in such other properties and assets by executing, acknowledging and delivering to Lessor an instrument to that effect, prepared by Lessor's attorneys. It is agreed that neither Lessor nor any of its officers, directors or employees shall ever be personally liable for any judgment against Lessor or any duty or liability of Lessor under this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor at the time of such transfer or assignment. Except as provided in Paragraph 15.3, upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. Lessor shall not be liable have no liability to Lessee for any failure or interruption to perform Lessor's obligations hereunder where such failure(s) is due to causes beyond Lessor's control, including without limitation acts of any utility or serviceGod, war, civil commotion, strikes, and embargoes; nor shall any such failure entitle Lessee to any abatement or reduction in Rent, except as may be expressly provided herein, or any claim of actual or constructive eviction. Lessee shall not be entitled to any compensation or reduction in Rent by reason of inconvenience or abatement of rent on account of any such failure or interruption, unless such failure or interruption results loss arising from Lessor's breach entry onto the Demised Premises as authorized hereunder, nor by reason of this Lease any repairs to the Demised Premises or the negligence or willful misconduct of Lessor or its agents, employees or independent contractors and the Premises are not useable by Lessee for the conduct of Lessee's business as a result thereof for a period of more than twenty (20) consecutive business days (a "MATERIAL INTERRUPTION"). In the event of a Material Interruption, Base Rent and applicable Operating Expenses not actually incurred up to that point by Lessee shall be abated for the period which commences five (5) days after the date Lessee gives to Lessor notice of the occurrence of such Material Interruption until such utilities or services are restoredBuilding.

LESSOR'S LIABILITY. The term "LESSORLessor" as used herein shall mean the owner or owners at the time in question of the fee title to the Premises. In the event of a transfer of Lessor's title or interest in the Premises or in this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor at the time of such transfer or assignment. Except as provided in Paragraph 15.3, upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. The obligations of Lessor, and Lessor's directors, officers, shareholders, partners (either general or limited), members, employees, agents and representatives, under the Lease do not constitute personal obligations. Lessee, and Lessee's successors and assigns, hereby agree not to seek any recourse against Lessor and Lessor's directors, officers, shareholders, partners (either general or limited), members, employees, agents and representatives for the satisfaction of any actual or alleged liability of Lessor to lessee under the Lease, but Lessee shall look only to Lessor's interest in the Premises for the satisfaction of any liability of Lessor to Lessee under the Lease. Notwithstanding any other provision of this Lease, it is expressly understood and agreed that the total liability of the Lessor arising out of or in connection with this Lease, the relationship of the Lessor and the Lessee hereunder and/or the Lessee's use of the Leased Premises, shall be limited to the estate of the Lessor in the Property. No other property or asset of the Lessor or any partner or owner of the Lessor shall not be liable subject to levy, execution, or other enforcement proceedings or other judicial process for any failure or interruption the satisfaction of any utility judgment or serviceany other right or remedy of the Lessee arising out of or in connection with this Lease, and Lessee shall not be entitled to any reduction or abatement the relationship of rent on account of any such failure or interruption, unless such failure or interruption results from Lessor's breach of this Lease or the negligence or willful misconduct of Lessor or its agents, employees or independent contractors and the Premises are not useable by Lessee for hereunder and/or the conduct of Lessee's business as a result thereof for a period of more than twenty (20) consecutive business days (a "MATERIAL INTERRUPTION"). In the event of a Material Interruption, Base Rent and applicable Operating Expenses not actually incurred up to that point by Lessee shall be abated for the period which commences five (5) days after the date Lessee gives to Lessor notice use of the occurrence of such Material Interruption until such utilities or services are restoredLeased Premises.

LESSOR'S LIABILITY. The term "LESSORLessor" as used herein shall mean the owner or owners at the time in question of the fee title to the Premises. In the event of a transfer of Lessor's title or interest in the Premises or in this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor at the time of such transfer or assignment. Except as provided in Paragraph 15.3, upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. The obligations of Lessor, and Lessor's directors, officers, shareholders, partners (either general or limited), members, employees, agents and representatives, under the Lease do not constitute personal obligations. Lessee, and Lessee's successors and assigns, hereby agree not to seek any recourse against Lessor and Lessor's directors, officers, shareholders, partners (either general or limited), members, employees, agents and representatives for the satisfaction of any actual or alleged liability of Lessor to Lessee under the Lease, but Lessee shall look only to Lessor's interest in the Premises for the satisfaction of any liability of Lessor to Lessee under the Lease. Notwithstanding any other provision of this Lease, it is expressly understood and agreed that the total liability of the Lessor arising out of or in connection with this Lease, the relationship of the Lessor and the Lessee hereunder and/or the Lessee's use of the Leased Premises, shall be limited to the estate of the Lessor in the Property. No other property or asset of the Lessor or any partner or owner of the Lessor shall not be liable subject to levy, execution, or other enforcement proceedings or other judicial process for any failure or interruption the satisfaction of any utility judgment or serviceany other right or remedy of the Lessee arising out of or in connection with this Lease, and Lessee shall not be entitled to any reduction or abatement the relationship of rent on account of any such failure or interruption, unless such failure or interruption results from Lessor's breach of this Lease or the negligence or willful misconduct of Lessor or its agents, employees or independent contractors and the Premises are not useable by Lessee for hereunder and/or the conduct of Lessee's business as a result thereof for a period of more than twenty (20) consecutive business days (a "MATERIAL INTERRUPTION"). In the event of a Material Interruption, Base Rent and applicable Operating Expenses not actually incurred up to that point by Lessee shall be abated for the period which commences five (5) days after the date Lessee gives to Lessor notice use of the occurrence of such Material Interruption until such utilities or services are restoredLeased Premises.

LESSOR'S LIABILITY. The term "LESSOR" as used herein Notwithstanding anything to the contrary provided in this Lease, it is specifically understood and agreed, such agreement being a primary consideration for the execution of this Lease by Lessor, that there shall mean be absolutely no personal liability on the owner part of any partner, director, member, officer or owners at the time in question shareholder of Lessor, its successors or assigns with respect to any of the fee title terms, covenants and conditions of this Lease, and any liability on the part of Lessor shall be limited solely to the Premises, such exculpation of liability to be absolute and without any exception whatsoever. In Notwithstanding the event foregoing, Lessor shall be fully liable for the following: (a) willful failure to pay and discharge or otherwise obtain a release of any lien created by Lessor against the Premises after Lessee has exercised its rights to terminate this Lease and purchase the Premises; (b) willful failure to apply all insurance proceeds, condemnation awards or other similar funds or payments attributable to the Premises, which are actually received by Lessor in accordance with the terms hereof; (c) fraud or misrepresentation by Lessor which causes a material loss or damage to Lessee; and (d) any assignment, conveyance or transfer of Lessor's title or interest in the Premises or in violation of this Lease; provided, Lessor however, that if Lessor's Mortgagee, if any, shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor at the time of such transfer or assignment. Except as provided in Paragraph 15.3, upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by have become the Lessor shall be binding only upon the Lessor hereunder as hereinabove defined. Lessor a result of a foreclosure of a Mortgage or other action at law or equity, then such Mortgagee shall not be personally liable for any failure or interruption of any utility or service, and Lessee shall not be entitled to any reduction or abatement of rent on account of any such failure or interruption, unless such failure or interruption results from Lessor's breach the matters listed in the foregoing clauses (a) - (d) of this Lease or the negligence or willful misconduct of Lessor or its agents, employees or independent contractors and the Premises are not useable by Lessee for the conduct of Lessee's business as a result thereof for a period of more than twenty (20) consecutive business days (a "MATERIAL INTERRUPTION"). In the event of a Material Interruption, Base Rent and applicable Operating Expenses not actually incurred up to that point by Lessee shall be abated for the period which commences five (5) days after the date Lessee gives to Lessor notice of the occurrence of such Material Interruption until such utilities or services are restoredSection 9.07.

LESSOR'S LIABILITY. The term "LESSOR" as used herein Except for insured casualty for which subrogation is waived pursuant to Section 9.03, above, any injury, breakage. damage, or harm to the Leased Premises (ordinary wear and tear excepted) caused by any act or omission of the Lessor or Lessor's officers, directors, employees, contractors, agents or visitors, shall mean the owner or owners immediately be caused to be repaired at the time sole expense of Lessor, with such repairs commencing as soon as possible and, in question any event, within seven (7) days of the fee title discovery of such injury, breakage, damage, or harm. If Lessor does not undertake appropriate repairs, Lessee may, after notice to and opportunity to cure of Lessor in accordance with Article 24, repair the damage and charge the Lessor the cost for such repairs. Lessor shall defend, indemnify, protect and save Lessee its officers, employees, agents, and assigns harmless from and against all Claims, to the Premisesextent arising from the acts or omissions of Lessor, its employees, contractors, servants, invitees or agents, including Claims based on strict liability, which relate to Lessor's use or occupancy of the TI Expressway Site. In the event any loss or damage is attributable to both Lessor and Lessee, and Lessor agrees, without regard to any concurrent or other negligence by Lessee (if any), to provide Lessee with comparative indemnification for that portion of a transfer of the loss or damage which is attributable to Lessor and/or Lessor's title officers, directors, employees, contractors, agents or interest in visitors, excluding any portion of such loss or damage attributable to the Premises operations of the Defense Business which are Assumed Liabilities on or prior to the Commencement Date, irrespective of either party's negligence. Notwithstanding anything to the contrary in this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor at the time of such transfer or assignment. Except as provided in Paragraph 15.3, upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all Lessor's liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoingArticle 12 shall survive termination, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. Lessor shall not be liable for any failure expiration, or interruption of any utility or service, and Lessee shall not be entitled to any reduction or abatement of rent on account of any such failure or interruption, unless such failure or interruption results from Lessor's breach abandonment of this Lease and shall be reduced by any insurance or the negligence or willful misconduct of Lessor or its agents, employees or independent contractors and the Premises are not useable by Lessee third-party recovery for the conduct of Claim actually received by Lessee's business as a result thereof for a period of more than twenty (20) consecutive business days (a "MATERIAL INTERRUPTION"). In the event of a Material Interruption, Base Rent and applicable Operating Expenses not actually incurred up to that point by Lessee shall be abated for the period which commences five (5) days after the date Lessee gives to Lessor notice of the occurrence of such Material Interruption until such utilities or services are restored.