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

Tenant’s Indemnification of Landlord. Tenant covenants that it will indemnify and hold Landlord whole and harmless of, from and against (a) all fines, suits, loss, cost, liabilities, claims, demands, actions and judgments of every kind and character by reason of any breach, violation or nonperformance of any term, provision, covenant, agreement or condition on the part of Tenant hereunder, and (b) all claims, demands, actions, damages, loss, cost, liabilities, expenses and judgments suffered by, recovered from or asserted against Landlord on account of injury or damage to person or property, to the extent that any such damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the part of Tenant or any of its agents, servants, employees, contractors, patrons, guests, licensees or invitees or of any other person entering upon the Premises under or with the express or implied invitation or permission of Tenant, or when any such injury or damage is the result, proximate or remote, of the violation by Tenant or any of its agents, servants, employees, contractors, patrons, guests, licensees or invitees of any law, ordinance or governmental order of any kind or of any of the Rules and Regulations included in Exhibit "E," as such may from time to time be amended or supplemented, or when any such injury or damage may in any other way arise from or out of the occupancy or use by Tenant, its agents, servants, employees, contractors, patrons, guests, licensees or invitees of the Premises, or from any other cause. Notwithstanding the foregoing, Tenant shall not be required to defend, save harmless and indemnify Landlord from any liability for injury, loss, accident or damage to any person or property resulting from Landlord's gross negligence or willful acts or omissions, or those of its officers, agents, contractors or employees in connection with Landlord's activities on the Premises, provided that such exclusion from Tenant's indemnity is 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 Lease to the extent that such policies cover the results of acts or omissions of Landlord, its officers, agents, contractors or employees. Tenant covenants and agrees that in case Landlord shall be made a party to any litigation commenced by or against Tenant or relating to this Lease or to the Premises, that Tenant shall and will pay all costs and expenses, including attorneys' fees and court costs incurred by or imposed upon landlord by virtue of any such litigation, and the amount of all such costs and expenses, including attorneys' fees and court costs, shall be a demand obligation owing by Tenant to landlord, bearing interest at the rate of interest specified in Paragraph 4 above from the date of outlay.

Tenant’s Indemnification of Landlord. Tenant covenants that it will indemnify shall indemnify, defend and hold harmless Landlord whole against and harmless of, from any and against (a) all fines, suits, loss, cost, liabilities, claims, demands, actions and judgments causes of every kind and character by reason of any breach, violation or nonperformance of any term, provision, covenant, agreement or condition on the part of Tenant hereunder, and (b) all claimsaction, demands, actionsjudgments, losses, damages, lossliens, costorders, liabilitiesgovernmental directives, penalties, fines, environmental response claims or costs or natural resource damages, attorneys' and consultants' fees, costs and expenses and judgments (collectively "Liabilities") arising from Tenant's use of the Premises or the conduct of its business thereon or from any activity, work done, permitted or suffered byby the Tenant in or about the Premises, recovered from or asserted against Landlord on account of injury or damage to person or propertyprovided, however, unless the Liability is due solely to the extent that any such damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the part of Tenant or any of its agents, servantscontractors, or employees, contractorsthis indemnification, patronsdefense and hold harmless obligation shall not include any activity, guestswork done, licensees permitted or invitees suffered by the Tenant (1) at the request of Landlord, Stanford University, a government entity or some other third party and which does not arise out of any other person entering upon Tenant's use of the Premises under or the conduct of its business thereon, (2) in connection with the express Underground Contamination, the Remedial Action Plan or implied invitation or permission of Tenantthe RWQCB Orders, as defined in Paragraph 48(a), or when (3) performed by any such injury or damage is the result, proximate or remote, of the violation by Tenant or any of its agents, servants, employees, contractors, patrons, guests, licensees or invitees of any law, ordinance or governmental order of any kind or of any of the Rules and Regulations included in Exhibit "E," as such may from time to time be amended or supplemented, or when any such injury or damage may in any party other way arise from or out of the occupancy or use by than Tenant, its agents, servants, employees, contractorscontractors or subtenants not at the request, patronsof Tenant. Tenant shall further indemnify, guestsdefend and hold harmless Landlord against and from any and all Liabilities arising from any breach or default in the performance of any obligation of Tenant's part to be performed under the terms of this Lease, licensees or invitees arising from any act, neglect, fault or omission of the PremisesTenant, or of its agents or employees. In the event that Tenant's obligation hereunder to defend any Liabilities arises, Tenant upon notice from any other causeLandlord shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord. Notwithstanding As used herein, the term "response" shall have the same meaning as defined in Section 101 of CERCLA, as amended (42 U.S.C. Sec. 9601). Without limiting the generality of the foregoing, Tenant shall not be required to defendindemnify, save defend and hold Landlord harmless and indemnify Landlord from any liability for injuryLiabilities arising from, lossand shall perform (or cause others to perform) all investigation and remediation required by law, accident any governmental or damage court order, directive, or injunction or the Ground Lease with respect to any person Hazardous Materials released, emitted or property resulting from Landlord's gross negligence discharged by Tenant or willful acts or omissionsits agents, or those of its officers, agentsemployees, contractors or employees subtenants; however, this indemnification, defense and hold harmless obligation shall not include any Liabilities or any investigation or remediation in connection with the Underground Contamination, Remedial Action Plan or the RWQCB Orders, as defined and described in Paragraph 48(a). Tenant shall also be responsible for, and shall indemnify, defend and hold Landlord harmless from any Liabilities arising from the migration of Hazardous Materials from the Premises to other property to the extent that the Hazardous Materials in question were released, emitted, or discharged, by Tenant or its agents, employees, contractors or subtenants; however, this indemnification, defense and hold harmless obligation shall not include any Liabilities or any investigation or remediation in connection with the Underground Contamination, Remedial Action Plan, or the RWQCB Orders, as defined and described in Paragraph 48(a). Tenant shall contract directly for removal of its medical, solvent, and tissue waste and other Hazardous Materials used by Tenant on the Premises. Tenant shall have the right to construct the Containment Facility in the Common Area in a location approved by Landlord; provided that the design, location, and operation and use of the Containment Facility shall comply with applicable Law (including without limitation applicable Palo Alto zoning ordinances, and all applicable Laws regulating Hazardous Materials storage and handling) and provided that the Containment Facility is permitted by site coverage or floor area restrictions of Palo Alto zoning ordinances. Prior to surrender of the Premises to Landlord, Tenant shall comply with all governmental environmental closure requirements applicable to and arising solely from Tenant's activities on the Premises. Tenant shall provide Landlord with a copy of any closure plan and certificate or other documentation of closure of the Premises prepared by Tenant for submittal to government regulatory agencies pursuant to such requirements. Without limiting the foregoing, provided that such exclusion any waste and materials from Landlords demolition of Tenant Improvements or Alterations or other Tenant's indemnity is not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Tenant, pursuant to Property remaining on the provisions Premises after expiration or termination of this Lease to the extent (but excluding any demolition waste from a source other that such policies cover the results of acts or omissions of Landlord, its officers, agents, contractors or employees. Tenant covenants and agrees that Tenant) must meet criteria in case Landlord shall be made a party to any litigation commenced by or against Tenant or relating to this Lease or to the Premises, that Tenant shall and will pay all costs and expenses, including attorneys' fees and court costs incurred by or imposed upon landlord by virtue of any such litigation, and the amount of all such costs and expenses, including attorneys' fees and court costs, shall be a demand obligation owing by Tenant to landlord, bearing interest effect at the rate of interest specified in Paragraph 4 above from the date of outlayexpiration or termination of this Lease for lawful disposal in a Class 3 (or then equivalent) waste disposal site.

Tenant’s Indemnification of Landlord. Tenant covenants that it will indemnify shall protect, indemnify, defend and hold Landlord whole and harmless of, from and against (a) against, any and all fines, suits, loss, cost, liabilities, claims, demands, actions losses, costs (including attorneys' fees and judgments costs of every kind and character by reason defense), damages, injuries or expenses arising out of or in any way related to (a) claims for work or labor performed, materials or supplies furnished to or at the request of Tenant or in connection with performance of any breach, violation or nonperformance of any term, provision, covenant, agreement or condition on work done for the part account of Tenant hereunderin the Leased Premises, and (b) all claimsclaims of bodily or personal injury to or death of persons, demands, actions, damages, loss, cost, liabilities, expenses and judgments suffered by, recovered from or asserted against Landlord on account of injury or damage to person property occurring in, on or propertyabout the Leased Premises resulting directly or indirectly from the use, occupancy or operation of the Leased Premises by Tenant or activities of Tenant in, on or about the Leased Premises, (c) claims arising from the conduct of Tenant's business at the Leased Premises, (d) any breach or default in the performance of any obligations of Tenant under the terms of this Lease or (e) any violation by Tenant of any Law, except to the extent that any such damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the part of Tenant or any of its agents, servants, employees, contractors, patrons, guests, licensees or invitees or of any other person entering upon the Premises under or with the express or implied invitation or permission of Tenant, or when any such injury or damage is the result, proximate or remote, of the violation foregoing is caused directly by Tenant or any of its agents, servants, employees, contractors, patrons, guests, licensees or invitees of any law, ordinance or governmental order of any kind or of any of the Rules and Regulations included in Exhibit "E," as such may from time to time be amended or supplemented, or when any such injury or damage may in any other way arise from or out of the occupancy or use by Tenant, its agents, servants, employees, contractors, patrons, guests, licensees or invitees of the Premises, or from any other cause. Notwithstanding the foregoing, Tenant shall not be required to defend, save harmless and indemnify Landlord from any liability for injury, loss, accident or damage to any person or property resulting from Landlord's gross negligence or willful acts or omissionsmisconduct of Landlord. Tenant waives all claims against Landlord for damages to property, or those to goods, wares, and inventory stored in the Leased Premises and for injuries to persons in the Leased Premises from any cause other than, and to the extent of, the negligence or willful misconduct of its officersLandlord, agents, contractors or employees in connection with Landlord's activities on the Premises, provided that such exclusion from Tenant's indemnity which is not intended to and shall not relieve any covered by insurance carrier of its obligations under policies required to be carried collected by Tenant, pursuant . References in this Section 12.2 to the conduct or actions of Landlord and Tenant shall include the conduct and actions of their respective agents employees and contractors. The provisions of this Lease to Section 12.2 shall survive the extent that such policies cover the results expiration or earlier termination of acts or omissions of Landlord, its officers, agents, contractors or employees. Tenant covenants and agrees that in case Landlord shall be made a party to any litigation commenced by or against Tenant or relating to this Lease or and, subject to the Premises, that Tenant shall and will pay all costs and expenses, including attorneys' fees and court costs incurred by or imposed upon landlord by virtue of any such litigation, and the amount of all such costs and expenses, including attorneys' fees and court costsArticle 18, shall be a demand obligation owing by Tenant to landlordsurvive any assignment, bearing sale or transfer of this Lease, Tenant's leasehold interest at in the rate of interest specified in Paragraph 4 above from the date of outlayLeased Premises and any subletting thereof.

Tenant’s Indemnification of Landlord. Except to the extent caused by the gross negligence or willful misconduct of Landlord, its agents, employees or contractors, Tenant covenants that it will indemnify shall be liable for, and shall indemnify, defend, protect and hold Landlord whole and Landlord’s members, partners, officers, directors, shareholders, employees, agents, successors and assigns (collectively, “Landlord Indemnified Parties”) harmless of, from and against against, any and all claims, damages, judgments, suits, causes of action, losses, liabilities and expenses, including attorneys’ fees and court costs (collectively, “Indemnified Claims”), arising or resulting from (a) any occurrence at the Premises following the date Landlord delivers all finesor any portion of the Premises to Tenant, suits, loss, cost, liabilities, claims, demands, actions and judgments of every kind and character by reason of any breach, violation or nonperformance of any term, provision, covenant, agreement or condition on the part of Tenant hereunder, and (b) all claims, demands, actions, damages, loss, cost, liabilities, expenses and judgments suffered by, recovered from any act or asserted against Landlord on account of injury or damage to person or property, to the extent that any such damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the part omission of Tenant or any of its Tenant’s agents, servants, employees, contractors, patronssubtenants, guestsassignees, licensees or invitees or (collectively, “Tenant Parties”); (c) the use of any other person entering upon the Premises under or with the express or implied invitation or permission and Common Areas and conduct of Tenant, or when any such injury or damage is the result, proximate or remote, of the violation ’s business by Tenant or any of its agentsTenant Parties, servantsor any other activity, employeeswork or thing done, contractorspermitted or suffered by Tenant or any Tenant Parties, patronsin or about the Premises, guests, licensees the Building or invitees elsewhere in the Project; and/or (d) any default by Tenant of any law, ordinance obligations on Tenant’s part to be performed under the terms of this Lease or governmental order the terms of any kind contract or of agreement to which Tenant is a party or by which it is bound, affecting this Lease or the Premises. The foregoing indemnification shall include, but not be limited to, any of the Rules and Regulations included in Exhibit "E," as such may from time to time be amended or supplementedinjury to, or when death of, any such injury person, or any loss of, or damage may in to, any other way arise from or out of the occupancy or use by Tenant, its agents, servants, employees, contractors, patrons, guests, licensees or invitees of property on the Premises, or from any other cause. Notwithstanding on adjoining sidewalks, streets or ways, or connected with the foregoinguse, Tenant shall condition or occupancy thereof, whether or not be required Landlord or its mortgagee has or should have knowledge or notice of the defect or conditions causing or contributing to defend, save harmless and indemnify Landlord from any liability for such injury, lossdeath, accident loss or damage to damage. In case any person action or property resulting from Landlord's gross negligence proceeding is brought against Landlord or willful acts or omissions, or those of its officers, agents, contractors or employees in connection with Landlord's activities on the Premises, provided that such exclusion from Tenant's indemnity is not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried Landlord Indemnified Parties by Tenant, pursuant to the provisions of this Lease to the extent that such policies cover the results of acts or omissions of Landlord, its officers, agents, contractors or employees. Tenant covenants and agrees that in case Landlord shall be made a party to any litigation commenced by or against Tenant or relating to this Lease or to the Premises, that Tenant shall and will pay all costs and expenses, including attorneys' fees and court costs incurred by or imposed upon landlord by virtue reason of any such litigationIndemnified Claims, and the amount of all such costs and expensesTenant, including attorneys' fees and court costsupon notice from Landlord, shall be a demand obligation owing defend the same at Tenant’s expense by Tenant counsel reasonably acceptable to landlord, bearing interest at the rate of interest specified in Paragraph 4 above from the date of outlayLandlord.

Tenant’s Indemnification of Landlord. Tenant covenants that it will indemnify shall be liable for, and shall indemnify, defend, protect and hold Landlord whole and Landlord's members, partners, officers, directors, shareholders, employees, agents, successors and assigns (collectively, "Landlord Indemnified Parties") harmless of, from and against (a) against, any and all finesclaims, damages, judgments, suits, losscauses of action, costlosses, liabilities, claims, demands, actions and judgments of every kind and character by reason of any breach, violation or nonperformance of any term, provision, covenant, agreement or condition on the part of Tenant hereunder, and (b) all claims, demands, actions, damages, loss, cost, liabilities, expenses and judgments suffered by, recovered from or asserted against Landlord on account of injury or damage to person or property, to the extent that any such damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the part of Tenant or any of its agents, servants, employees, contractors, patrons, guests, licensees or invitees or of any other person entering upon the Premises under or with the express or implied invitation or permission of Tenant, or when any such injury or damage is the result, proximate or remote, of the violation by Tenant or any of its agents, servants, employees, contractors, patrons, guests, licensees or invitees of any law, ordinance or governmental order of any kind or of any of the Rules and Regulations included in Exhibit "E," as such may from time to time be amended or supplemented, or when any such injury or damage may in any other way arise from or out of the occupancy or use by Tenant, its agents, servants, employees, contractors, patrons, guests, licensees or invitees of the Premises, or from any other cause. Notwithstanding the foregoing, Tenant shall not be required to defend, save harmless and indemnify Landlord from any liability for injury, loss, accident or damage to any person or property resulting from Landlord's gross negligence or willful acts or omissions, or those of its officers, agents, contractors or employees in connection with Landlord's activities on the Premises, provided that such exclusion from Tenant's indemnity is 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 Lease to the extent that such policies cover the results of acts or omissions of Landlord, its officers, agents, contractors or employees. Tenant covenants and agrees that in case Landlord shall be made a party to any litigation commenced by or against Tenant or relating to this Lease or to the Premises, that Tenant shall and will pay all costs liabilities and expenses, including attorneys' fees and court costs incurred (collectively, "Indemnified Claims"), arising or resulting from (a) any occurrence at the Premises following the date Landlord delivers all or any portion of the Premises to Tenant, (b) any act or omission of Tenant or any of Tenant's agents, employees, contractors, subtenants, assignees, licensees or with respect to acts or omissions within the Premises only, Tenant's invitees (collectively, "Tenant Parties"); and/or (c) the use of the Premises and Common Areas and conduct of Tenant's business by Tenant or imposed upon landlord any Tenant Parties, in or about the Premises unless caused by virtue the negligence or willful misconduct of Landlord or its agents, employees or contractors or its breach of this Lease. The foregoing indemnification shall include, but not be limited to, any injury to, or death of, any person, or any loss of, or damage to, any property on the Premises, or on adjoining sidewalks, streets or ways, or connected with the use, condition or occupancy thereof, whether or not Landlord or its mortgagee has or should have knowledge or notice of the defect or conditions causing or contributing to such injury, death, loss or damage. In case any action or proceeding is brought against Landlord or any Landlord Indemnified Parties by reason of any such litigationIndemnified Claims, and the amount of all such costs and expensesTenant, including attorneys' fees and court costsupon notice from Landlord, shall defend the same at Tenant's expense by counsel approved in writing by Landlord, which approval shall not be a demand obligation owing by Tenant to landlord, bearing interest at the rate of interest specified in Paragraph 4 above from the date of outlayunreasonably withheld.

Tenant’s Indemnification of Landlord. Tenant covenants that it will indemnify shall be liable for, and shall indemnify, defend, protect and hold Landlord whole and Landlord's members, partners, officers, directors, shareholders, employees, agents, successors and assigns (collectively, "LANDLORD INDEMNIFIED PARTIES") harmless of, from and against (a) against, any and all finesclaims, damages, judgments, suits, losscauses of action, costlosses, liabilities, claims, demands, actions and judgments of every kind and character by reason of any breach, violation or nonperformance of any term, provision, covenant, agreement or condition on the part of Tenant hereunder, and (b) all claims, demands, actions, damages, loss, cost, liabilities, expenses and judgments suffered by, recovered from or asserted against Landlord on account of injury or damage to person or property, to the extent that any such damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the part of Tenant or any of its agents, servants, employees, contractors, patrons, guests, licensees or invitees or of any other person entering upon the Premises under or with the express or implied invitation or permission of Tenant, or when any such injury or damage is the result, proximate or remote, of the violation by Tenant or any of its agents, servants, employees, contractors, patrons, guests, licensees or invitees of any law, ordinance or governmental order of any kind or of any of the Rules and Regulations included in Exhibit "E," as such may from time to time be amended or supplemented, or when any such injury or damage may in any other way arise from or out of the occupancy or use by Tenant, its agents, servants, employees, contractors, patrons, guests, licensees or invitees of the Premises, or from any other cause. Notwithstanding the foregoing, Tenant shall not be required to defend, save harmless and indemnify Landlord from any liability for injury, loss, accident or damage to any person or property resulting from Landlord's gross negligence or willful acts or omissions, or those of its officers, agents, contractors or employees in connection with Landlord's activities on the Premises, provided that such exclusion from Tenant's indemnity is 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 Lease to the extent that such policies cover the results of acts or omissions of Landlord, its officers, agents, contractors or employees. Tenant covenants and agrees that in case Landlord shall be made a party to any litigation commenced by or against Tenant or relating to this Lease or to the Premises, that Tenant shall and will pay all costs liabilities and expenses, including attorneys' fees and court costs incurred (collectively, "INDEMNIFIED CLAIMS"), arising or resulting from (a) any occurrence at the Premises following the date Landlord delivers all or any portion of the Premises to Tenant, unless caused by the gross negligence or imposed upon landlord willful misconduct of Landlord or its agents, employees or contractors, (b) any act or omission of Tenant or any of Tenant's agents, employees, contractors, subtenants, assignees, licensees or with respect to acts or omissions within the Premises only, Tenant's invitees (collectively, "TENANT PARTIES"); (c) the use of the Premises and conduct of Tenant's business by virtue Tenant or any Tenant Parties, or any other activity, work or thing done, permitted or suffered by Tenant or any Tenant Parties, in or about the Premises or elsewhere in the Project; and/or (d) any default by Tenant of any obligations on Tenant's part to be performed under the terms of this Lease or the terms of any contract or agreement to which Tenant is a party or by which it is bound, affecting this Lease or the Premises. The foregoing indemnification shall include, but not be limited to, any injury to, or death of, any person, or any loss of, or damage to, any property on the Premises, or on adjoining sidewalks, streets or ways, or connected with the use, condition or occupancy thereof, whether or not Landlord or its mortgagee has or should have knowledge or notice of the defect or conditions causing or contributing to such injury, death, loss or damage. In case any action or proceeding is brought against Landlord or any Landlord Indemnified Parties by reason of any such litigationIndemnified Claims, and the amount of all such costs and expensesTenant, including attorneys' fees and court costsupon notice from Landlord, shall defend the same at Tenant's expense by counsel approved in writing by Landlord, which approval shall not be a demand obligation owing unreasonably withheld, provided Landlord hereby approves any counsel engaged by Tenant to landlord, bearing interest at the rate of interest specified in Paragraph 4 above from the date of outlayTenant's insurance carrier.

Tenant’s Indemnification of Landlord. Tenant covenants that it will indemnify shall be liable for, and shall indemnify, defend, protect and hold Landlord whole and the Landlord Indemnified Parties harmless of, from and against (a) against, any and all finesclaims, damages, judgments, suits, losscauses of action, costlosses, liabilities, claims, demands, actions and judgments of every kind and character by reason of any breach, violation or nonperformance of any term, provision, covenant, agreement or condition on the part of Tenant hereunder, and (b) all claims, demands, actions, damages, loss, cost, liabilities, expenses and judgments suffered by, recovered from or asserted against Landlord on account of injury or damage to person or property, to the extent that any such damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the part of Tenant or any of its agents, servants, employees, contractors, patrons, guests, licensees or invitees or of any other person entering upon the Premises under or with the express or implied invitation or permission of Tenant, or when any such injury or damage is the result, proximate or remote, of the violation by Tenant or any of its agents, servants, employees, contractors, patrons, guests, licensees or invitees of any law, ordinance or governmental order of any kind or of any of the Rules and Regulations included in Exhibit "E," as such may from time to time be amended or supplemented, or when any such injury or damage may in any other way arise from or out of the occupancy or use by Tenant, its agents, servants, employees, contractors, patrons, guests, licensees or invitees of the Premises, or from any other cause. Notwithstanding the foregoing, Tenant shall not be required to defend, save harmless and indemnify Landlord from any liability for injury, loss, accident or damage to any person or property resulting from Landlord's gross negligence or willful acts or omissions, or those of its officers, agents, contractors or employees in connection with Landlord's activities on the Premises, provided that such exclusion from Tenant's indemnity is 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 Lease to the extent that such policies cover the results of acts or omissions of Landlord, its officers, agents, contractors or employees. Tenant covenants and agrees that in case Landlord shall be made a party to any litigation commenced by or against Tenant or relating to this Lease or to the Premises, that Tenant shall and will pay all costs liabilities and expenses, including attorneys' fees and court costs incurred (collectively, "Indemnified Claims"), arising or resulting from (a) any occurrence at the Premises following the date Landlord delivers all or any portion of the Premises to Tenant, unless caused by the negligence or imposed upon landlord willful misconduct of Landlord or its agents, employees or contractors, (b) any act or omission of Tenant or any of Tenant's Parties (as defined in Section 6.4); (c) the use of the Premises and Common Areas and conduct of Tenant's business by virtue Tenant or any of Tenant's Parties, or any other activity, work or thing done, permitted or suffered by Tenant or any of Tenant's Parties, in or about the Premises, the Building or elsewhere in the Project; and/or (d) any default by Tenant of any obligations on Tenant's part to be performed under the terms of this Lease or the terms of any contract or agreement to which Tenant is a party or by which it is bound, affecting this Lease or the Premises. The foregoing indemnification shall include, but not be limited to, any injury to, or death of, any person, or any loss of, or damage to, any property on the Premises, adjoining sidewalks, streets or ways, or connected with the use, condition or occupancy thereof. In case any action or proceeding is brought against Landlord or any Landlord Indemnified Parties by reason of any such litigationIndemnified Claims, and the amount of all such costs and expensesTenant, including attorneys' fees and court costsupon notice from Landlord, shall defend the same at Tenant's expense by counsel approved in writing by Landlord, which approval shall not be a demand obligation owing by Tenant to landlord, bearing interest at the rate of interest specified in Paragraph 4 above from the date of outlayunreasonably withheld.

Tenant’s Indemnification of Landlord. Tenant covenants that it will indemnify shall be liable for, and shall indemnify, defend, protect and hold Landlord whole and Landlord's members, partners, officers, directors, shareholders, employees, agents, successors and assigns (collectively, "LANDLORD INDEMNIFIED PARTIES") harmless of, from and against (a) against, any and all finesclaims, damages, judgments, suits, losscauses of action, costlosses, liabilities, claims, demands, actions and judgments of every kind and character by reason of any breach, violation or nonperformance of any term, provision, covenant, agreement or condition on the part of Tenant hereunder, and (b) all claims, demands, actions, damages, loss, cost, liabilities, expenses and judgments suffered by, recovered from or asserted against Landlord on account of injury or damage to person or property, to the extent that any such damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the part of Tenant or any of its agents, servants, employees, contractors, patrons, guests, licensees or invitees or of any other person entering upon the Premises under or with the express or implied invitation or permission of Tenant, or when any such injury or damage is the result, proximate or remote, of the violation by Tenant or any of its agents, servants, employees, contractors, patrons, guests, licensees or invitees of any law, ordinance or governmental order of any kind or of any of the Rules and Regulations included in Exhibit "E," as such may from time to time be amended or supplemented, or when any such injury or damage may in any other way arise from or out of the occupancy or use by Tenant, its agents, servants, employees, contractors, patrons, guests, licensees or invitees of the Premises, or from any other cause. Notwithstanding the foregoing, Tenant shall not be required to defend, save harmless and indemnify Landlord from any liability for injury, loss, accident or damage to any person or property resulting from Landlord's gross negligence or willful acts or omissions, or those of its officers, agents, contractors or employees in connection with Landlord's activities on the Premises, provided that such exclusion from Tenant's indemnity is 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 Lease to the extent that such policies cover the results of acts or omissions of Landlord, its officers, agents, contractors or employees. Tenant covenants and agrees that in case Landlord shall be made a party to any litigation commenced by or against Tenant or relating to this Lease or to the Premises, that Tenant shall and will pay all costs liabilities and expenses, including attorneys' fees and court costs incurred (collectively, "INDEMNIFIED CLAIMS"), arising or resulting from (a) any occurrence at the Premises following the date Landlord delivers all or any portion of the Premises to Tenant, unless caused by the negligence or imposed upon landlord willful misconduct of Landlord or its agents, employees or contractors, (b) any act or omission of Tenant or any of Tenant's agents, employees, contractors, subtenants, assignees, licensees or with respect to acts or omissions within the Premises only, Tenant's invitees (collectively, "TENANT PARTIES"); (c) the use of the Premises and Common Areas and conduct of Tenant's business by virtue Tenant or any Tenant Parties, or any other activity, work or thing done, permitted or suffered by Tenant or any Tenant Parties, in or about the Premises, the Building or elsewhere in the Project; and/or (d) any default by Tenant of any obligations on Tenant's part to be performed under the terms of this Lease or the terms of any contract or agreement to which Tenant is a party or by which it is bound, affecting this Lease or the Premises. Tenant shall in no event be liable to Landlord for any consequential damages or for loss of revenue or income and Landlord waives any and all claims for any such damages. The foregoing indemnification shall include, but not be limited to, any injury to, or death of, any person, or any loss of, or damage to, any property on the Premises, or on adjoining sidewalks, streets or ways, or connected with the use, condition or occupancy thereof, whether or not Landlord or its mortgagee has or should have knowledge or notice of the defect or conditions causing or contributing to such injury, death, loss or damage. In case any action or proceeding is brought against Landlord or any Landlord Indemnified Parties by reason of any such litigationIndemnified Claims, and the amount of all such costs and expensesTenant, including attorneys' fees and court costsupon notice from Landlord, shall be a demand obligation owing defend the same at Tenant's expense by Tenant counsel reasonably acceptable to landlord, bearing interest at the rate of interest specified in Paragraph 4 above from the date of outlayLandlord.

Tenant’s Indemnification of Landlord. Tenant covenants agrees that it its will indemnify and hold and save Landlord whole and harmless of, from and against (ai) all fines, suits, loss, cost, liabilitiesliability, claims, demands, actions and judgments of every kind and character by reason of any breach, violation or nonperformance of any term, provision, covenant, agreement or condition on the part of Tenant hereunder, hereunder and (bii) all claims, demands, actions, damages, loss, cost, liabilities, expenses and judgments suffered by, recovered from or asserted against Landlord on account of injury or damage to person or property, property to the extent that any such damage or injury may be incident to, arise out of, of or be caused, either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the part of Tenant or any of its agents, servants, employees, contractors, patrons, guests, licensees or invitees or of any other person entering upon the Premises under or with the express or implied invitation or permission of Tenant, Tenant or when any such injury or damage is the result, proximate or remote, of the violation by Tenant or any of its agents, servants, employees, contractors, patrons, guests, licensees or invitees of any law, ordinance or governmental order of any kind or of any of the Rules and Regulations included in Exhibit "E," this Lease (as such Rules and Regulations may hereafter at any time or from time to time be amended or supplemented), or when any such injury or damage may in any other way arise from or out of the occupancy or use by Tenant, its agents, servants, employees, contractors, patrons, guests, licensees or invitees of the Premises, . Such indemnification of Landlord by Tenant shall be effective even though such damage or injury may result in whole or in part from any other cause. Notwithstanding the foregoing, Tenant negligence of Landlord but shall not be required effective to defend, save harmless and indemnify Landlord the extent such damage or injury results from any liability for injury, loss, accident or damage to any person or property resulting from Landlord's the gross negligence or willful acts or omissions, or those of its officers, agents, contractors or employees in connection with Landlord's activities on the Premises, provided that such exclusion from Tenant's indemnity is 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 Lease to the extent that such policies cover the results of acts or omissions misconduct of Landlord, its officers, agents, contractors or employees. Tenant covenants and agrees that in case Landlord shall be made a party to any litigation commenced by or against Tenant or relating to this Lease or to the Premises, that then Tenant shall and will pay all costs and expenses, including attorneys' ’ fees and court costs costs, incurred by or imposed upon landlord Landlord by virtue of any such litigation, litigation and the amount of all such costs and expenses, including attorneys' ’ fees and court costs, shall be a demand obligation owing paid by Tenant to landlordLandlord upon demand, bearing interest at plus a penalty charge in an amount equal to five percent (5%) of the rate of interest specified in Paragraph 4 above from the date of outlaycost then due.