Tenant’s Indemnification Obligations Clause Samples
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Tenant’s Indemnification Obligations. Tenant shall indemnify, defend, and hold Landlord and its lenders, agents, employees, directors, officers, managers, members, partners, affiliates, independent contractors, and property managers (collectively, “Landlord’s Agents” or “Agents”) harmless from and against any and all claims, demands, liability, loss or damage, whether for injury to or death of persons or damage to real or personal property, arising out of or in connection with the Premises, Tenant’s use of the Premises, any activity, work, or other thing done, permitted, or suffered by Tenant in or about the Buildings, or arising from any reason or cause whatsoever in connection with the use or occupancy of the Premises by any party during the Term of this Lease, except to the extent that the event giving rise to the claim, demand, liability, loss or damage was caused by the gross negligence or willful misconduct of Landlord or Landlord’s Agents. Tenant shall further indemnify, defend, and hold Landlord and Landlord’s Agents harmless against and from any and all claims arising from any breach or default in the performance of any obligation on Tenant’s part to be performed under the terms of this Lease, or arising from any act or negligence of Tenant or any officer, agent, employee, guest, or invitee of Tenant, and from and against all costs, attorneys’ fees, expenses, and liabilities incurred as a result of any such claim or any action or proceeding brought thereon. In any case, action, or proceeding brought against Landlord or Landlord’s Agents by reason of any such claim, Tenant, upon notice from Landlord, shall defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in, upon, or about the Premises from any cause arising prior to the later of the termination of this Lease or the date Tenant has performed all obligations under Section 10.1(d) and is no longer in possession of the Premises (except for such damage or injury caused by Landlord’s or Landlord’s Agents’ willful misconduct or gross negligence), and Tenant hereby waives all claims in respect thereof against Landlord and Landlord’s Agents. Tenant’s obligation to indemnify under this paragraph shall include attorneys’ fees, investigation costs, and other reasonable costs, expenses, and liabilities incurred by Landlord and Landlord’s Agents. If the ability of Tenant to use the Premis...
Tenant’s Indemnification Obligations. Subject to the waiver of subrogation provisions in Section 14.3, the remainder of this Article XXI, and Section 26.3, and except for Losses for which Landlord is responsible pursuant to Section 21.2, Tenant, to the fullest extent permissible by Applicable Legal Requirements, agrees to release, indemnify, hold harmless and defend Landlord Indemnified Parties from and against any and all Losses to the extent arising out of (i) a Lease Assignment or Sublease made by Tenant in violation of this Lease, (ii) a Tenant Event of Default, (iii) any negligent acts or omissions of Tenant or any other Tenant Party with respect to this Lease, the Leased Property or the SNDA, (iv) the fraud, negligence or willful misconduct of Tenant or any Tenant Party in connection with the Leased Property or the transactions contemplated by this Lease or in connection with the SNDA, (v) the operation, possession, use, non-use, maintenance, modification, alteration, construction, reconstruction, restoration, condition, design or replacement of the Leased Property (or any portion thereof) by Tenant or any other Tenant Party, (vi) a change that results in a breach of Section 28.1(a), or (vi) the business and activities of Tenant or of any other Person (other than Landlord, any Landlord Party, any Landlord Indemnified Party or Landlord Lender) permitted on or about the Leased Property by Tenant (whether as an invitee, subtenant, licensee or otherwise); Provided, however, to the extent and in the proportion such Losses also arise out of any of the following (collectively, and together with the matters described in Section 21.1(b), below, the “Exclusions from Tenant’s Indemnification Obligations”), Tenant’s indemnification under this subsection shall, to such extent, not apply:
(A) the negligence, willful misconduct or fraud of any Landlord Party or any Landlord Indemnified Party;
(B) except to the extent arising by reason of a Tenant Event of Default, a breach of any covenant, representation or warranty by any Landlord Party or Landlord Indemnified Party contained in this Lease, the SNDA, or any other document entered into in connection herewith or therewith;
(C) any dispute (A) between or among any Landlord Party or any Landlord Indemnified Parties, (B) between or among Landlord Lenders or (C) between or among any one or more Landlord Indemnified Parties, on the one hand, and any Tenant Party on the other hand;
(D) the negotiation, preparation or administration of this Lease, any Landlord...
Tenant’s Indemnification Obligations. Tenant shall defend, indemnify and hold Landlord, its partners, Affiliates and respective officers, directors, employees, agents, successors and permitted assigns harmless from and against, and shall reimburse Landlord or them for, any Losses arising from, in connection with or resulting from:
(i) any occurrence in the Premises or arising out of the installation, operation, maintenance, repair or removal of any of Tenant’s Off-Premises Equipment, unless caused by the negligence, gross negligence, fault or strict liability of Landlord or its agents or contractors;
(ii) Tenant’s breach of, or any false, inaccurate, untrue or incomplete representation or warranty herein;
(iii) Tenant’s breach, non-fulfillment or non-performance of any covenant, obligation, duty, condition or action required of Tenant pursuant hereto; and/or
(iv) Tenant’s willful misfeasance, bad faith, fraud, negligence and/or gross negligence in the performance or failure to perform Tenant’s obligations, duties or covenants herein.
Tenant’s Indemnification Obligations. Except as otherwise provided in Section 11.2, Tenant shall pay, defend, indemnify and hold Manager and its Affiliates and each of their shareholders, members, officers, directors, managers, employees, agents, and representatives (the “Manager Related Parties”) harmless of and from all liability, loss, damage, cost, or expense (including, without limitation, reasonable attorneys’ fees and expenses), including those of any employee of Tenant, or any customer, member, invitee, or licensee of Tenant, arising from (i) the operation of the Property by Tenant prior to the Commencement Date and (ii) any breach of Tenant’s covenants and representations set forth in Section 9.1. Notwithstanding the foregoing, Tenant does not indemnify Manager against any claims, demands, damages, losses or liability arising from acts or omissions of any of Tenant’s predecessors in title or any third party with whom Tenant was not in privity, including any acts or omissions of any nature resulting in the environmental condition or damage or with respect to any physical condition of the Property, that occurred prior to Tenant’s interest in the applicable Property. If Tenant shall fail to pay any amount due to Manager under this Section 11.1, and such failure continues following written demand by Manager to Tenant beyond any applicable cure period set forth in Section 13.2.2, then Manager shall have the right to offset such amount against Rent payable by Manager hereunder, provided, however, any such amounts offset by Manager pursuant to this sentence shall not relieve Tenant of Tenant’s obligation to pay Rent under the Leases (exclusive of any Sale Property or any other Property for which this Agreement has been terminated pursuant to the terms hereof).
Tenant’s Indemnification Obligations. Tenant’s indemnification obligations set forth in this Lease will not apply to the extent that a claim, action, proceeding, damage, liability, or expense results from or arises out of:
(a) The gross negligence or intentional misconduct of Landlord or any employee, independent contractor, or authorized representative of Landlord;
(b) Landlord’s breach of any representation, warranty, covenant, or other obligation of Landlord under this Lease or any other agreement or document relating to the Premises; or
(c) ▇▇▇▇▇▇▇ County’s breach of any representation, warranty, covenant, or other obligation of ▇▇▇▇▇▇▇ County under the Ground Lease.
Tenant’s Indemnification Obligations. Tenant shall indemnify, hold harmless and defend Landlord from and against all liabilities, damages, losses, claims, actions, costs, and expenses, including reasonable attorneys' and other professional fees, in conjunction with loss of life, personal injury and/or property damage arising out of the occupancy or use of Tenant of any part of the Premises or the Building, occasioned wholly or in part by any act or omission of Tenant or its officers, agents, servants, employees, contractors, licensees, guests, invitees or visitors. The foregoing provisions shall not be construed to make Tenant responsible for loss, damage, liability or expense resulting form injuries to persons or property caused by the negligence of Landlord, its officers, agents, servants, employees, contractors, licensees, guests, invitees or visitors, or other tenants of the Building.