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

Without limiting the provisions of Section. 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 acquisition or condemnation of any parcel (or parcels) of Land and the Improvements located thereon, in which case such Relocation Notice may be given at any time prior to the date of the vesting of title), to substitute a parcel (or parcels) of land and improvements designated by Landlord (each, a “Substitute Premises”), for any parcel (or parcels) of Land and the Improvements located thereon demised under this Lease (each, a “Withdrawn Premises”), and to remove Tenant from such Withdrawn Premises and relocate Tenant to such Substitute Premises, at Landlord’s expense, provided that each Substitute Premises shall be substantially similar to the Withdrawn Premises in respect of its location, square foot area, general utility for the Permitted Uses, and adequacy of parking and access (including access by motor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 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 such Substitute Premises, and such Substitute Premises shall thereafter be deemed to be part of the Premises as though Landlord and Tenant had entered into an express written amendment of this Lease with respect thereto. Notwithstanding the foregoing provisions of this Section 28.2, in the event that the Impositions payable by Tenant with respect to a Substitute Premises shall exceed the Impositions paid by Tenant with respect to the related Withdrawn Premises, such excess shall not be a basis for such Substitute Premises to be or be deemed unsatisfactory to Tenant, and Tenant shall be solely responsible for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to reimburse Tenant for) the amount by which such Impositions exceed the Impositions paid by Tenant with respect to the Withdrawn Premises.

Without limiting the provisions of Section. 28.110.1 of the Master Lease (as the same is incorporated herein by reference pursuant to Section 20 below), Landlord Subtenant shall have the right at any time during the Termindemnify, upon not less than ninety defend, protect, and hold harmless Master Landlord, Sublandlord and their respective directors, officers, trustees, partners, employees, agents, successors, and assigns (90) days prior written notice (a collectively, “Relocation NoticeSublandlord 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 Tenant (except in the case Master Lease based upon the act, omission, or negligence of the acquisition Subtenant or condemnation any person or entity claiming through or under Subtenant, or of any parcel of their respective agents, employees, contractors, sub-subtenants, licensees, invitees, or visitors (or parcels) of Land and the Improvements located thereon, in which case such Relocation Notice may be given at any time prior to the date of the vesting of title), to substitute a parcel (or parcels) of land and improvements designated by Landlord (each, a “Substitute PremisesSubtenant 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 parcel (indemnity or parcels) other similar obligations in the Master Lease for which Subtenant is responsible pursuant to Section 22 below, provided that, in the event of Land any inconsistency between this Section 12 and the Improvements located thereon demised under this Lease (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 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 such Substitute Premises, and such Substitute Premises shall thereafter be deemed to be part comparable provisions of the Premises Master Lease, Subtenant and Sublandlord agree that, as though Landlord between Subtenant and Tenant had entered into an express written amendment of this Lease with respect thereto. Notwithstanding Sublandlord, the foregoing provisions of this Section 28.212.1 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 event that the Impositions payable by Tenant expiration or sooner termination of this Sublease with respect to a Substitute Premises shall exceed the Impositions paid by Tenant any claims or liability arising in connection with respect any event occurring prior to the related Withdrawn Premises, such excess shall not be a basis for such Substitute Premises to be expiration or 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 respect to the Withdrawn Premisestermination.

Without limiting the provisions of Section. 28.111.1.1, 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 period commencing at the case Effective Time and ending on the seventh anniversary of the acquisition Effective Time, to 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 shall indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, proceeding, investigation or condemnation 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 parcel (action or parcels) omission or alleged action or omission in such Indemnified Person’s capacity as a director, officer, employee or agent of Land and the Improvements located thereonCompany or any of its Subsidiaries prior to or at the Effective Time; provided, in which case such Relocation Notice may be given however, that if, at any time prior to the date seventh anniversary of the vesting 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 survive the seventh anniversary of titlethe 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 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 decided in a final, non‑appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification. In the event of any 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 substitute a parcel 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 defense of any such claim, proceeding, investigation or parcelsinquiry or (y) an Indemnified Person has been advised by outside counsel that there would be an actual conflict of land interest if the same counsel were to represent such Indemnified Party and improvements designated by Landlord Parent and/or Surviving Corporation or one or more of its Affiliates (each, a “Substitute Premises”), for any parcel (or parcels) and in such case Parent and/or Surviving Corporation shall not have the right to control of Land and the Improvements located thereon demised under this Lease (each, a “Withdrawn Premises”defense of such Indemnified Person with respect to matters where such conflict exists), and to remove Tenant from such Withdrawn Premises and relocate Tenant to such Substitute Premises, at Landlord’s expense, provided that each Substitute Premises (iv) no Indemnified Person shall be substantially similar liable for any settlement effected without his or her prior express written consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the Withdrawn Premises contrary set forth in respect this 11.1.2 or elsewhere in this Agreement, neither Parent nor any of its location, square foot area, general utility for the Permitted Uses, and adequacy of parking and access Affiliates (including access by motor vehicle the Surviving Corporation and rail), all as determined by Tenant in its reasonable judgment. If Landlord relocates Tenant Subsidiaries) shall settle or otherwise compromise or consent to the entry of any one judgment 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 such Substitute Premises, and such Substitute Premises shall thereafter be deemed to be part of the Premises as though Landlord and Tenant had entered into an express written amendment of this Lease with respect thereto. Notwithstanding the foregoing provisions of this Section 28.2, in the event that the Impositions payable by Tenant otherwise seek termination with respect to a Substitute Premises shall exceed the Impositions paid any claim, proceeding, investigation or inquiry for which indemnification may be sought by Tenant with respect to the related Withdrawn Premisesan Indemnified Person under this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such excess shall not be a basis for such Substitute Premises to be claim, proceeding, investigation or 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 respect to the Withdrawn Premises.inquiry

Without limiting the provisions of Section. 28.17.9(a), Landlord shall have Buyer, for itself and its Affiliates, effective as of the right at Closing, hereby irrevocably releases, agrees to hold harmless and forever discharges Seller, its Representatives and its Affiliates from any time during and all claims, demands, Losses, Liabilities, 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 related to any Environmental Liability, except for Excluded Environmental Liabilities but only to the Termextent and for so long as the same are retained by Seller 000087 pursuant to Section 2.4(h). In furtherance of the foregoing, upon not less than ninety (90) days prior written notice (a “Relocation Notice”) effective as of the Closing, Buyer, for itself and its Affiliates, hereby irrevocably waives, with respect to Tenant (except any matter it is releasing pursuant to the preceding sentence, any and all rights and benefits that it now has or in the case 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 suspect to exist in its favor at the time of executing such release, if knowledge of such claims would have materially affected such party’s settlement with 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 acquisition Effective Date and will not be known, anticipated or condemnation of any parcel (or parcels) of Land and the Improvements located thereon, in which case such Relocation Notice may be given at any time suspected prior to the date Closing Date, and Xxxxx further agrees that this Section 7.9(b) has been negotiated and agreed upon in light of the vesting of title)that awareness, to substitute a parcel (or parcels) of land and improvements designated by Landlord (each, a “Substitute Premises”)Buyer, for any parcel (or parcels) of Land itself and the Improvements located thereon demised under this Lease (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 on behalf of its locationAffiliates, square foot areanevertheless hereby intends to irrevocably release, general utility for hold harmless and forever discharge Seller and its Affiliates as set forth in 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 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 such Substitute Premises, and such Substitute Premises shall thereafter be deemed to be part of the Premises as though Landlord and Tenant had entered into an express written amendment of this Lease with respect thereto. Notwithstanding the foregoing provisions first sentence of this Section 28.2, in the event that the Impositions payable by Tenant with respect to 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 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 respect to the Withdrawn Premises7.9(b).