Common use of Without limiting the provisions of Section Clause in Contracts

Without limiting the provisions of Section. 10.1 of the Master Lease (as the same is incorporated herein by reference pursuant to Section 20 below), Subtenant shall indemnify, defend, protect, and hold harmless Master Landlord, Sublandlord and their respective directors, officers, trustees, partners, employees, agents, successors, and assigns (collectively, “Sublandlord Indemnitees”) from and against any and all loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys’ fees) (collectively, “Claims”) arising out of or in connection with the following: (a) any matter for which Master Landlord asserts a claim for indemnity pursuant to the Master Lease based upon the act, omission, or negligence of Subtenant or any person or entity claiming through or under Subtenant, or of any of their respective agents, employees, contractors, sub-subtenants, licensees, invitees, or visitors (“Subtenant Parties”), or (b) any failure by Subtenant to surrender the Subleased Premises at the end of the Term in the required condition, including, but not limited to, all rent and damages payable to Master Landlord pursuant to Article 16 of the Master Lease by reason of Subtenant’s failure to so surrender the Subleased Premises; provided, however, Subtenant shall not be obligated to indemnify any Sublandlord Indemnitees against any Claims (1) to the extent it is ultimately determined that the Claims resulted from the negligence of willful misconduct of such Sublandlord Indemnitee and are not covered by the insurance required to be carried by Subtenant hereunder, or (2) to the extent such indemnity is prohibited by applicable law. Should Sublandlord be named as a defendant in any suit brought against Subtenant for which Subtenant’s indemnity obligation is applicable, Subtenant shall pay to Sublandlord its reasonable and actual out-of-pocket costs and expenses incurred in such suit, including its actual professional fees such as appraisers’, accountants’ and attorneys’ fees. Subtenant’s obligations pursuant to this Section are in addition to, and not in lieu of, any indemnity or other similar obligations in the Master Lease for which Subtenant is responsible pursuant to Section 22 below, provided that, in the event of any inconsistency between this Section 12 and the comparable provisions of the Master Lease, Subtenant and Sublandlord agree that, as between Subtenant and Sublandlord, the provisions of this Section 12.1 shall govern. Further, Subtenant’s agreement to indemnify Sublandlord pursuant to this Section 12.1 is not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried pursuant to the provisions of this Sublease, to the extent such policies cover, or if carried, would have covered the matters, subject to Subtenant’s indemnification obligations; nor shall they supersede any inconsistent agreement of the parties set forth in any other provision of this Sublease. The provisions of this Section 12.1 shall survive the expiration or sooner termination of this Sublease with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination.

Without limiting the provisions of Section. 10.1 28.1, Landlord shall have the right at any time during the Term, upon not less than ninety (90) days prior written notice (a “Relocation Notice”) to Tenant (except in the case of the Master Lease acquisition or condemnation of any parcel (as or parcels) of Land and the same is incorporated herein by reference pursuant Improvements located thereon, in which case such Relocation Notice may be given at any time prior to Section 20 belowthe date of the vesting of title), Subtenant shall indemnifyto substitute a parcel (or parcels) of land and improvements designated by Landlord (each, defend, protect, and hold harmless Master Landlord, Sublandlord and their respective directors, officers, trustees, partners, employees, agents, successors, and assigns (collectively, a “Sublandlord Indemnitees”) from and against any and all loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys’ fees) (collectively, “Claims”) arising out of or in connection with the following: (a) any matter for which Master Landlord asserts a claim for indemnity pursuant to the Master Lease based upon the act, omission, or negligence of Subtenant or any person or entity claiming through or under Subtenant, or of any of their respective agents, employees, contractors, sub-subtenants, licensees, invitees, or visitors (“Subtenant PartiesSubstitute Premises”), for any parcel (or parcels) of Land and the Improvements located thereon demised under this Lease (b) each, a “Withdrawn Premises”), and to remove Tenant from such Withdrawn Premises and relocate Tenant to such Substitute Premises, at Landlord’s expense, provided that each Substitute Premises shall be substantially similar to the Withdrawn Premises in respect of its location, square foot area, general utility for the Permitted Uses, and adequacy of parking and access (including access by motor vehicle and rail), all as determined by Tenant in its reasonable judgment. If Landlord relocates Tenant to any failure by Subtenant one or more Substitute Premises, this Lease and each of its terms, covenants and conditions shall remain in full force and effect and shall be deemed applicable to surrender the Subleased such Substitute Premises, and such Substitute Premises at the end shall thereafter be deemed to be part of the Term in Premises as though Landlord and Tenant had entered into an express written amendment of this Lease with respect thereto. Notwithstanding the required condition, including, but not limited to, all rent and damages payable to Master Landlord pursuant to Article 16 foregoing provisions of the Master Lease by reason of Subtenant’s failure to so surrender the Subleased Premises; provided, however, Subtenant shall not be obligated to indemnify any Sublandlord Indemnitees against any Claims (1) to the extent it is ultimately determined that the Claims resulted from the negligence of willful misconduct of such Sublandlord Indemnitee and are not covered by the insurance required to be carried by Subtenant hereunder, or (2) to the extent such indemnity is prohibited by applicable law. Should Sublandlord be named as a defendant in any suit brought against Subtenant for which Subtenant’s indemnity obligation is applicable, Subtenant shall pay to Sublandlord its reasonable and actual out-of-pocket costs and expenses incurred in such suit, including its actual professional fees such as appraisers’, accountants’ and attorneys’ fees. Subtenant’s obligations pursuant to this Section are in addition to, and not in lieu of, any indemnity or other similar obligations in the Master Lease for which Subtenant is responsible pursuant to Section 22 below, provided that28.2, in the event of any inconsistency between this Section 12 and that the comparable provisions of the Master Lease, Subtenant and Sublandlord agree that, as between Subtenant and Sublandlord, the provisions of this Section 12.1 shall govern. Further, Subtenant’s agreement to indemnify Sublandlord pursuant to this Section 12.1 is not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried pursuant to the provisions of this Sublease, to the extent such policies cover, or if carried, would have covered the matters, subject to Subtenant’s indemnification obligations; nor shall they supersede any inconsistent agreement of the parties set forth in any other provision of this Sublease. The provisions of this Section 12.1 shall survive the expiration or sooner termination of this Sublease Impositions payable by Tenant with respect to any claims a Substitute Premises shall exceed the Impositions paid by Tenant with respect to the related Withdrawn Premises, such excess shall not be a basis for such Substitute Premises to be or liability arising in connection be deemed unsatisfactory to Tenant, and Tenant shall be solely responsible for (and Landlord shall have no obligation to reimburse Tenant for) the amount by which such Impositions exceed the Impositions paid by Tenant with any event occurring prior respect to such expiration or terminationthe Withdrawn Premises.

Without limiting the provisions of Section. 10.1 7.9(a), Buyer, for itself and its Affiliates, effective as of the Master Lease (as the same is incorporated herein by reference pursuant Closing, hereby irrevocably releases, agrees to Section 20 below), Subtenant shall indemnify, defend, protect, and hold harmless Master Landlordand forever discharges Seller, Sublandlord its Representatives and their respective directors, officers, trustees, partners, employees, agents, successors, and assigns (collectively, “Sublandlord Indemnitees”) its Affiliates from and against any and all lossclaims, costdemands, damageLosses, expense and liability (including without limitation court costs and reasonable attorneys’ fees) (collectivelyLiabilities, “Claims”) damages, complaints, causes of action, investigations, hearings, actions, suits or other Claims or proceedings of any kind or character whether known or unknown, hidden or concealed, arising out of or in connection with the following: (a) related to any matter Environmental Liability, except for which Master Landlord asserts a claim for indemnity pursuant to the Master Lease based upon the act, omission, or negligence of Subtenant or any person or entity claiming through or under Subtenant, or of any of their respective agents, employees, contractors, sub-subtenants, licensees, invitees, or visitors (“Subtenant Parties”), or (b) any failure by Subtenant to surrender the Subleased Premises at the end of the Term in the required condition, including, Excluded Environmental Liabilities but not limited to, all rent and damages payable to Master Landlord pursuant to Article 16 of the Master Lease by reason of Subtenant’s failure to so surrender the Subleased Premises; provided, however, Subtenant shall not be obligated to indemnify any Sublandlord Indemnitees against any Claims (1) only to the extent it is ultimately determined that and for so long as the Claims resulted from the negligence of willful misconduct of such Sublandlord Indemnitee and same are not covered retained by the insurance required to be carried by Subtenant hereunder, or (2) to the extent such indemnity is prohibited by applicable law. Should Sublandlord be named as a defendant in any suit brought against Subtenant for which Subtenant’s indemnity obligation is applicable, Subtenant shall pay to Sublandlord its reasonable and actual out-of-pocket costs and expenses incurred in such suit, including its actual professional fees such as appraisers’, accountants’ and attorneys’ fees. Subtenant’s obligations pursuant to this Section are in addition to, and not in lieu of, any indemnity or other similar obligations in the Master Lease for which Subtenant is responsible Seller 000087 pursuant to Section 22 below, provided that, in the event of any inconsistency between this Section 12 and the comparable provisions 2.4(h). In furtherance of the Master Leaseforegoing, Subtenant and Sublandlord agree that, effective as between Subtenant and Sublandlord, the provisions of this Section 12.1 shall govern. Further, Subtenant’s agreement to indemnify Sublandlord pursuant to this Section 12.1 is not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried pursuant to the provisions of this Sublease, to the extent such policies cover, or if carried, would have covered the matters, subject to Subtenant’s indemnification obligations; nor shall they supersede any inconsistent agreement of the parties set forth in any other provision of this Sublease. The provisions of this Section 12.1 shall survive the expiration or sooner termination of this Sublease Closing, Buyer, for itself and its Affiliates, hereby irrevocably waives, with respect to any matter it is releasing pursuant to the preceding sentence, any and all rights and benefits that it now has or in the future may have conferred upon it by virtue of any Law or common law principle which provides that a general release does not extend to claims which a party does not know or liability arising suspect to exist in connection its favor at the time of executing such release, if knowledge of such claims would have materially affected such party’s settlement with any event occurring the obligor. Buyer hereby acknowledges that it is aware that factual matters now unknown to it may have given or hereafter may give rise to claims, demands, Losses, Liabilities, damages, complaints, causes of action, investigations, hearings, actions, suits or other Claims or proceedings that are unknown, unanticipated and unsuspected as of the Effective Date and will not be known, anticipated or suspected prior to such expiration or terminationthe Closing Date, and Xxxxx further agrees that this Section 7.9(b) has been negotiated and agreed upon in light of that awareness, and Buyer, for itself and on behalf of its Affiliates, nevertheless hereby intends to irrevocably release, hold harmless and forever discharge Seller and its Affiliates as set forth in the first sentence of this Section 7.9(b).

Without limiting the provisions of Section. 10.1 11.1.1, during the period commencing at the Effective Time and ending on the seventh anniversary of the Master Lease (as Effective Time, to the same is incorporated herein fullest extent permitted by reference pursuant applicable Law applicable to Parent, and subject to the limitations set forth in Section 20 below)263 of the ICL, Subtenant to the extent applicable, Parent shall indemnify, defend, protect, procure that the Surviving Corporation shall indemnify and hold harmless Master Landlord, Sublandlord and their respective directors, officers, trustees, partners, employees, agents, successors, and assigns (collectively, “Sublandlord Indemnitees”) each Indemnified Person from and against any costs, fees and all loss, cost, damage, expense and liability expenses (including without limitation court costs and reasonable attorneys’ fees) (collectivelyfees and investigation expenses), “Claims”) arising judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, proceeding, investigation or inquiry arises directly or indirectly out of or pertains directly or indirectly to any action or omission or alleged action or omission in connection with such Indemnified Person’s capacity as a director, officer, employee or agent of the following: (a) any matter for which Master Landlord asserts a claim for indemnity pursuant to the Master Lease based upon the act, omission, or negligence of Subtenant Company or any person of its Subsidiaries prior to or entity claiming through or under Subtenant, or of any of their respective agents, employees, contractors, sub-subtenants, licensees, invitees, or visitors (“Subtenant Parties”), or (b) any failure by Subtenant to surrender the Subleased Premises at the end of the Term in the required condition, including, but not limited to, all rent and damages payable to Master Landlord pursuant to Article 16 of the Master Lease by reason of Subtenant’s failure to so surrender the Subleased PremisesEffective Time; provided, however, Subtenant that if, at any time prior to the seventh anniversary of the Effective Time, any Indemnified Person delivers to the Surviving Corporation a written notice asserting a claim for indemnification under this Section 11.1.2, then the claim asserted in such notice shall not be obligated survive the seventh anniversary of the Effective Time until such time as such claim is fully and finally resolved. In addition, during the period commencing at the Effective Time and ending on the seventh anniversary of the Effective Time, to indemnify any Sublandlord Indemnitees against any Claims (1) the fullest extent permitted by applicable Law applicable to Parent, and subject to the limitations set forth in Section 263 of the ICL, to the extent applicable, Parent shall procure that the Surviving Corporation advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Person in connection with any such claim, proceeding, investigation or inquiry upon receipt of an undertaking by such Indemnified Person to repay such advances if it is ultimately determined decided in a final, non‑appealable judgment by a court of competent jurisdiction that the Claims resulted from the negligence of willful misconduct of such Sublandlord Indemnitee and are Indemnified Person is not covered by the insurance required entitled to be carried by Subtenant hereunder, or (2) to the extent such indemnity is prohibited by applicable lawindemnification. Should Sublandlord be named as a defendant in any suit brought against Subtenant for which Subtenant’s indemnity obligation is applicable, Subtenant shall pay to Sublandlord its reasonable and actual out-of-pocket costs and expenses incurred in such suit, including its actual professional fees such as appraisers’, accountants’ and attorneys’ fees. Subtenant’s obligations pursuant to this Section are in addition to, and not in lieu of, any indemnity or other similar obligations in the Master Lease for which Subtenant is responsible pursuant to Section 22 below, provided that, in In the event of any inconsistency between this Section 12 such claim, proceeding, investigation or inquiry, (i) Parent and/or the Surviving Corporation shall have the right to control the defense thereof after the Effective Time (it being understood that, by electing to control the defense thereof, Parent will be deemed to have waived any right to object to the Indemnified Person’s entitlement to indemnification hereunder with respect thereto), (ii) each Indemnified Person shall be entitled to retain his or her own counsel, whether or not Parent and/or Surviving Corporation shall elect to control the defense of any such claim, proceeding, investigation or inquiry, (iii) Parent shall procure that Surviving Corporation pay all reasonable fees and expenses of any counsel retained by an Indemnified Person, promptly after statements therefor are received if (x) Parent and/or Surviving Corporation have not elected to control the comparable provisions defense of any such claim, proceeding, investigation or inquiry or (y) an Indemnified Person has been advised by outside counsel that there would be an actual conflict of interest if the same counsel were to represent such Indemnified Party and Parent and/or Surviving Corporation or one or more of its Affiliates (and in such case Parent and/or Surviving Corporation shall not have the right to control of the Master Leasedefense of such Indemnified Person with respect to matters where such conflict exists), Subtenant and Sublandlord agree that(iv) no Indemnified Person shall be liable for any settlement effected without his or her prior express written consent, as between Subtenant and Sublandlord, the provisions of this Section 12.1 shall govern. Further, Subtenant’s agreement to indemnify Sublandlord pursuant to this Section 12.1 is not intended to and which consent shall not relieve any insurance carrier of its obligations under policies required to be carried pursuant unreasonably withheld or delayed. Notwithstanding anything to the provisions of this Sublease, to the extent such policies cover, or if carried, would have covered the matters, subject to Subtenant’s indemnification obligations; nor shall they supersede any inconsistent agreement of the parties contrary set forth in this 11.1.2 or elsewhere in this Agreement, neither Parent nor any other provision of this Sublease. The provisions its Affiliates (including the Surviving Corporation and its Subsidiaries) shall settle or otherwise compromise or consent to the entry of this Section 12.1 shall survive the expiration any judgment or sooner otherwise seek termination of this Sublease with respect to any claims claim, proceeding, investigation or inquiry for which indemnification may be sought by an Indemnified Person under this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising in connection with any event occurring prior to out of such expiration claim, proceeding, investigation or termination.inquiry