Common use of By Lessee Clause in Contracts

By Lessee. Lessee shall indemnify the Lessor, the Lessor’s Representative, and their Board members, directors, officers, employees, agents and authorized volunteers (the “Lessor Indemnitees”) against and will hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities that may be asserted or claimed by any person, firm entity, corporation, political subdivision or other organization (collectively “Losses”) arising out of or in connection with the installation, operation or activities of Lessee, its agents, employees, subcontractors or invitees, provided for herein, whether or not there is concurrent passive or active negligence on the part of the Lessor Indemnitees for injury to or death of persons, including, but not limited to, employees of Lessee or Lessor, and damage or destruction of property, including, but not limited to, property of Lessee, any utility company or Lessor, or other loss or damage incurred by Lessor, but only to the extent caused by (A) the negligence, fraud or willful misconduct of Lessee, its agents, officers, directors, employees or contractors on or at the Premises or the Sites in connection with this Agreement or (B) the material breach by Lessee of any of its obligations under this Agreement, but excluding such actions, claims, damages to persons or property penalties, obligations or liabilities arising from the sole established negligence, fraud or willful misconduct of the Lessor, the Lessor’s Representative, or those who are directly responsible to them. In connection therewith: (a) Lessee will defend any action or actions filed in connection with any of said claims, damages, penalties, obligations or liabilities and will pay all costs and expenses, including attorney's fees incurred in connection therewith; and (b) Lessee will promptly pay any judgment rendered against Lessee, and/or the Lessor Indemnitees covering such claims, damages, penalties, obligations and liabilities arising out of or in connection with such installation, operations, or activities of Lessee hereunder and Lessee agrees to save and hold the Lessor Indemnitees harmless therefore.

By Lessee. Lessee shall indemnify the Lessor, the Lessor’s Representative, and their Board members, directors, officers, employees, agents and authorized volunteers (the “Lessor Indemnitees”) against and will hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities that may be asserted or claimed by any person, firm entity, corporation, political subdivision or other organization (collectively “Losses”) arising out of or in connection with the installation, operation or activities of Lessee, its agents, employees, subcontractors or invitees, provided for herein, whether or not there is concurrent passive or active negligence on the part of the Lessor Indemnitees for injury to or death of persons, including, but not limited to, employees of Lessee or Lessor, and damage or destruction of property, including, but not limited to, property of Lessee, any utility company or Lessor, or other loss or damage incurred by Lessor, but only to the extent caused by (A) the negligence, fraud or willful misconduct of Lessee, its agents, officers, directors, employees or contractors on or at the Premises or the Sites in connection with this Agreement or (B) the material breach by Lessee of any of its obligations under this Agreement, but excluding such actions, claims, damages to persons or property penalties, obligations or liabilities arising from the sole established negligence, fraud or willful misconduct of the Lessor, the Lessor’s Representative, or those who are directly responsible to them. In connection therewith: (a) Lessee will defend any action or actions filed in connection with any of said claims, damages, penalties, obligations or liabilities and will pay all costs and expenses, including attorney's fees incurred in connection therewith; and (b) Lessee will promptly pay any judgment rendered against Lessee, and/or the Lessor Indemnitees covering such claims, damages, penalties, obligations and liabilities arising out of or in connection with such installation, operations, or activities of Lessee hereunder and Lessee Xxxxxx agrees to save and hold the Lessor Indemnitees harmless therefore.

By Lessee. Lessee shall indemnify Except for (i) the Lessorassignment of Lessee’s interest in this Lease, or any portion thereof, to Lessee’s lender, provided that such lender agrees to assume Lessee’s obligations hereunder upon any exercise of its interest herein at the Lessortime of such exercise; or (ii) the assignment of Lessee’s Representative, and their Board members, directors, officers, employees, agents and authorized volunteers (the “Lessor Indemnitees”) against and will hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities that may be asserted or claimed by any person, firm entity, corporation, political subdivision or other organization (collectively “Losses”) arising out of or interest in this Lease in connection with the installation, operation or activities sale of substantially all of Lessee’s assets or stock, its agentsand provided that such purchaser assumes Lessee’s obligations hereunder, employeesLessee shall not assign, subcontractors transfer or invitees, provided for herein, whether or not there is concurrent passive or active negligence on encumber any interest in this Lease Agreement without the part prior written consent of the Lessor Indemnitees for injury to or death of persons, including, but not limited to, employees of Lessee or Lessor, which consent shall not be unreasonably withheld, conditioned or delayed by Lessor. Any attempted assignment in violation of this Section is voidable at Lessor’s option. Upon any permitted assignment by Lessee of this Lease Agreement, in whole or in part, the assignee will succeed to all rights and damage be subject to all liabilities, claims, obligations, penalties, and the like, theretofore incurred by the assignor, including any liabilities to Lessor for unpaid Royalties. However, such assignment will not have the effect of releasing the assignor from any liability, claim, obligation, penalty, or destruction the like, theretofore accrued in favor of propertyLessor. In addition, including, but not limited to, property upon any assignment of this Lease Agreement by Lessee, any utility company or the assignee assumes, for the benefit of Lessor, the obligation to fulfill all provisions and covenants of this Lease Agreement, both expressed and implied. Assignee, as used in this section, shall also include any successor, devisee, legal representative or other loss heir of an assignee who acquires any right or damage incurred obligation initially held by Lessor, but only to the extent caused by (A) the negligence, fraud or willful misconduct of Lessee, its agents, officers, directors, employees or contractors on or at the Premises or the Sites in connection with that assignee under this Agreement or (B) the material breach Lease Agreement. Upon any permitted assignment by Lessee of any divided part of its obligations under this Lease Agreement, but excluding whether divided by acreage, zone, horizon, mineral or other similar method, such actions, claims, damages to persons or property penalties, obligations or liabilities arising assigned interest shall become segregated from the sole established negligenceremaining portion of this Lease Agreement so that from the date of such assignment or assignments, fraud or willful misconduct the provisions hereof shall extend and be applicable severally and separately to each segregated portion of the LessorLeased Premises and so assigned, so that performance or lack of performance of the Lessor’s Representativeprovisions hereof as to any segregated portion of this Lease Agreement shall not benefit or prejudice any other segregated portion, or those who to the same extent as if each segregated portion of the Leased Premises are directly responsible to themunder separate leases. In connection therewith: (a) the case of any permitted assignment by Lessee will defend of any action undivided interest in this Lease Agreement, no covenant or actions filed in connection with any of said claimscondition hereof, damagesimplied or expressed, penalties, obligations or liabilities and will pay all costs and expenses, including attorney's fees incurred in connection therewith; and (b) Lessee will promptly pay any judgment rendered against Lessee, and/or the Lessor Indemnitees covering such claims, damages, penalties, obligations and liabilities arising out of or in connection is divisible. Anything less than complete compliance with such installation, operations, covenants or activities conditions shall render this Lease Agreement subject to forfeiture and/or termination as provided by the provisions of Lessee hereunder and Lessee agrees to save and hold the Lessor Indemnitees harmless thereforethis Lease Agreement.

By Lessee. Except as specifically permitted under this Lease, Lessee shall indemnify not, without the prior written consent of Lessor, assign any of its rights in, to or under this Lease or the Lease Supplement, or Permitted Sublease or otherwise transfer its interest in the Aircraft. Any such assignment, Permitted Sublease or transfer shall in no way relieve Lessee from any obligation under this Lease, which shall be and remain primary obligations of Lessee. The rights of any Permitted Sublessee shall be subject and subordinate to all the terms of this Lease (and the Permitted Sublease shall expressly so state). Each Permitted Sublease in excess of one year by its term shall be assigned to or for the benefit of Lessor. Notwithstanding the foregoing, Lessee shall not sell all or substantially all of its assets or merge or consolidate with any other Person, without the consent of the Lessor; provided, however, that notwithstanding the foregoing, Lessee shall have the right, without the consent of Lessor’s Representative, and their Board members, directors, officers, employees, agents and authorized volunteers (the “Lessor Indemnitees”) against and will hold and save them and each of them harmless from to merge with any and all actions, claims, damages to persons or property, penalties, obligations or liabilities that may be asserted or claimed by any person, firm entity, corporation, political subdivision or other organization (collectively “Losses”) arising out of or in connection with the installation, operation or activities of Lessee, its agents, employees, subcontractors or inviteesPerson, provided for herein, whether or not there is concurrent passive or active negligence on the part of the Lessor Indemnitees for injury to or death of persons, including, but not limited to, employees of Lessee or Lessor, and damage or destruction of property, including, but not limited to, property of Lessee, any utility company or Lessor, or other loss or damage incurred by Lessor, but only to the extent caused by that (A) the negligenceimmediately after any such transaction, fraud or willful misconduct no Event of LesseeDefault has occurred and is continuing, its agents, officers, directors, employees or contractors on or at the Premises or the Sites in connection with this Agreement or and (B) such Person which is to be the material breach transferee or surviving or acquiring corporation in such transaction (i) shall be duly organized and validly existing under the laws of the United States of 45 America or a state thereof, or the District of Columbia, and a "citizen of the United States" as defined in 49 U.S.C. ss. 40102(a)(15) of the Transportation Act, (ii) shall be a U.S. Air Carrier, (iii) shall (unless Lessee is the survivor), by Lessee agreement in writing, which shall be in form and substance reasonably satisfactory to Lessor, expressly assume the due and punctual payment of any of its obligations the Rent and other sums due and to become the due under this AgreementLease and the due and punctual performance and observance of all the covenants and provisions of this Lease, but excluding such actionsand (C) in all cases, claims, damages to persons the assignee or property penalties, obligations transferee of Lessee's assets or liabilities arising from the sole established negligence, fraud or willful misconduct survivor of the Lessor, merger or consolidation has a tangible net worth at least equal to Lessee's tangible net worth as of the Lessor’s Representative, or those who are directly responsible to them. In connection therewith: (a) Lessee will defend any action or actions filed in connection with any of said claims, damages, penalties, obligations or liabilities and will pay all costs and expenses, including attorney's fees incurred in connection therewith; and (b) Lessee will promptly pay any judgment rendered against Lessee, and/or the Lessor Indemnitees covering such claims, damages, penalties, obligations and liabilities arising out of or in connection with such installation, operations, or activities of Lessee hereunder and Lessee agrees to save and hold the Lessor Indemnitees harmless thereforedate hereof.

By Lessee. By taking possession of the Premises, Lessee shall indemnify be deemed to have accepted the LessorPremises as being in sanitary order, condition and repair and to have accepted the Premises in their condition existing as of the date of such possession, subject to all applicable laws, covenants, conditions, restrictions, easements, and other matters of public record and the Rules and Regulations from time to time promulgated by Lessor governing the use of any portion of the Project; provided, however, Lessor represents that all Building systems, including, without limitation, the Lessor’s Representativeplumbing, electrical, fire sprinkler, lighting, air conditioning and their Board membersheating systems which serve the Premises, directors, officers, employees, agents and authorized volunteers (the “Lessor Indemnitees”) against and will hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities that may be asserted or claimed by any person, firm entity, corporation, political subdivision or other organization (collectively “Losses”) arising out of or are in connection with the installation, operation or activities of Lessee, its agents, employees, subcontractors or invitees, provided for herein, whether or not there is concurrent passive or active negligence good operating condition on the date that Lessor delivers possession of the Premises to Lessee. Lessee shall at Lessee’s sole cost and expense, keep every part of the Premises in as good condition and repair as on the date Lessor Indemnitees for injury delivered possession of the Premises to Lessee, damage thereto from causes beyond the control of Lessee (and not caused by any act or death of persons, including, but not limited to, employees omission of Lessee or LessorLessee’s Agents) and ordinary wear and tear excepted. If Lessee fails to maintain the Premises as required by this Lease, Lessor may give Lessee notice to do such acts as are reasonably required to so maintain the Premises and if Lessee fails to commence such work immediately in an emergency or where immediate action is required to protect the Premises or any portion of the Project, or within ten (10) days after such notice is given under other circumstances, and damage or destruction of propertydiligently prosecute it to completion, including, but not limited to, property of Lessee, any utility company then Lessor or Lessor’s agents, in addition to all of the rights and remedies available hereunder or other loss or by law and without waiving any alternative remedies, shall have the right to enter the Premises and to do such acts and expend such funds at the expense of Lessee as are reasonably required to perform such work. Any amount so expended by Lessor shall be paid by Lessee to Lessor as additional rent, upon demand. With respect to any work performed by Lessor pursuant to this Article 11.a., Lessor shall be liable to Lessee only for physical damage incurred by Lessor, but only caused to Lessee’s personal property located within the Premises to the extent such damage is caused by (A) the negligence, fraud Lessor’s active negligence or willful misconduct and is not covered by the insurance required to be maintained by Lessee pursuant to this Lease. In no event shall Lessor have any liability to Lessee for any other damages, or for any inconvenience or interference with the use of the Premises by Lessee, its agentsor for any consequential damages, officersincluding lost profits, directorsas a result of performing any such work. Except as specifically provided in an addendum, employees if any, to this Lease, Lessor shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or contractors on or at paint the Premises or any part thereof and the Sites in connection with this Agreement parties hereto affirm that Lessor has made no representations or (B) warranties, express or implied, to Lessee respecting the material breach by Lessee of any of its obligations under this Agreement, but excluding such actions, claims, damages to persons or property penalties, obligations or liabilities arising from the sole established negligence, fraud or willful misconduct condition of the Lessor, Premises or any part of the Lessor’s Representative, or those who are directly responsible to them. In connection therewith: (a) Lessee will defend any action or actions filed Project except as specifically set forth in connection with any of said claims, damages, penalties, obligations or liabilities and will pay all costs and expenses, including attorney's fees incurred in connection therewith; and (b) Lessee will promptly pay any judgment rendered against Lessee, and/or the Lessor Indemnitees covering such claims, damages, penalties, obligations and liabilities arising out of or in connection with such installation, operations, or activities of Lessee hereunder and Lessee agrees to save and hold the Lessor Indemnitees harmless thereforethis Lease.

By Lessee. LESSEE WILL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, SUBLEASE OR OTHERWISE RELINQUISH POSSESSION OF ANY ITEM OF EQUIPMENT, OR ASSIGN, TRANSFER OR ENCUMBER ITS RIGHTS, INTERESTS OR OBLIGATIONS HEREUNDER AND ANY ATTEMPTED SUBLEASE, RELINQUISHMENT, ASSIGNMENT, TRANSFER OR ENCUMBERING BY LESSEE SHALL BE NULL AND VOID. Lessee may, without Lessor's consent, sublease any Item of Equipment to any affiliate or wholly-owned subsidiary of Lessee provided that (i) no Event of Default has occurred and is continuing hereunder, (ii) any such sublease shall indemnify be subject and subordinate in all respects to this Lease and the Lessorrights of Lessor (and any Assignee) hereunder, (iii) the Lessor’s Representativesublease term shall in no event exceed the then remaining portion of the Term of such Item of Equipment, and their Board membersany Renewal Term thereof, directors, officers, employees, agents and authorized volunteers (the “Lessor Indemnitees”) against and will hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities that may be asserted or claimed by any person, firm entity, corporation, political subdivision or other organization (collectively “Losses”) arising out of or in connection with the installation, operation or activities of Lessee, its agents, employees, subcontractors or invitees, provided for herein, whether or not there is concurrent passive or active negligence on the part of the Lessor Indemnitees for injury to or death of persons, including, but not limited to, employees of Lessee or Lessor, and damage or destruction of property, including, but not limited to, property of Lessee, any utility company or Lessor, or other loss or damage incurred by Lessor, but only to the extent caused by (A) the negligence, fraud or willful misconduct of Lessee, its agents, officers, directors, employees or contractors on or at the Premises or the Sites in connection with this Agreement or (B) the material breach by Lessee of any of its obligations under this Agreement, but excluding such actions, claims, damages to persons or property penalties, obligations or liabilities arising from the sole established negligence, fraud or willful misconduct of the Lessor, the Lessor’s Representative, or those who are directly responsible to them. In connection therewith: (aiv) Lessee will defend provide Lessor with the name and address of each such sublessee and the location of each subleased Item of Equipment, which location will in no event be outside of the continental limits of the United States, and (v) Lessee shall, and shall cause any action or actions filed such sublessee to, execute and deliver such instruments (including sublease agreements and Uniform Commercial Code financing statements) as may be reasonably requested by Lessor in connection with any such sublease, and to provide copies of said claims, damages, penalties, obligations or liabilities and will pay all costs and expenses, including attorneyeach sublease agreement to Lessor upon Lessor's fees incurred in connection therewith; and (b) written request. No such subleasing by Lessee will promptly pay reduce any judgment rendered against Lessee, and/or of the Lessor Indemnitees covering such claims, damages, penalties, obligations and liabilities arising out of or in connection with such installation, operations, or activities of Lessee hereunder or the rights of Lessor (and any Assignee) hereunder, and all of the obligations of Lessee agrees hereunder shall be and remain primary and shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety. Any sublease shall, if requested by Lessor (or any Assignee) be assigned by Lessee (with such assignment to save and hold be consented to by the sublessee thereof) to Lessor Indemnitees harmless thereforeor any such Assignee.

By Lessee. To the full extent not prohibited by applicable law and except as otherwise provided in this Lease, Lessee shall indemnify the protect, indemnify, save harmless and defend Lessor, the Lessor’s Representative, 's Beneficiary and their Board membersrespective Protected Persons, directorsfrom and against any and all Claims imposed upon, officersasserted against or incurred by Lessor, Lessor's Beneficiary or any of their respective Protected Persons arising from or in any way related to (i) the conduct, management or occupancy of, or from the Work or any other work or thing whatsoever done in and on, the Premises, the Buildings and any other Improvements or any part thereof, during the Term of this Lease; (ii) any condition of the Premises, the Buildings and any other Improvements, or any part thereof during the Term of this Lease; (iii) any breach or default on the part of Lessee in the performance of any term, covenant, condition, obligation or agreement on the part of Lessee to be performed or met under this Lease; (iv) any act or negligence of Lessee or any Tenant, or any of Lessee's or any Tenant's respective agents, contractors, servants, employees, agents and authorized volunteers or licensees; (v) any accident, injury or damage whatsoever caused to any Person occurring during the “Lessor Indemnitees”Term of this Lease, in or on the Premises, the Buildings or any other Improvements, or any part thereof; (vi) against and will hold and save them and each the generation, presence, disposal, release or threatened release of them harmless any Hazardous Substances on over, under, from or affecting the Premises or the Project caused or permitted by Lessee or any and all actionsTenant, claimsor any of Lessee's or any Tenant's respective agents, damages to persons contractors, servants, employees or propertylicensees, penalties, obligations or liabilities that may be asserted anyone acting by through or claimed by under any person, firm entity, corporation, political subdivision of them; (vii) any personal injury (including wrongful death) or other organization property damage (collectively “Losses”real ​ or personal) arising out of or in connection relating to any such generation, presence, disposal, release or threatened release of any Hazardous Substances; or (viii) any violations of or failure to comply with the installation, operation or activities of Lessee, its agents, employees, subcontractors or invitees, provided for herein, whether or not there is concurrent passive or active negligence on the part of the Lessor Indemnitees for injury to or death of persons, including, but not limited to, employees of Lessee or Lessor, and damage or destruction of property, including, but not limited to, property of Lessee, any utility company or Lessor, or other loss or damage incurred by Lessor, but only Environmental Laws with respect to the extent caused by (A) the negligence, fraud or willful misconduct operation of Lessee, its agents, officers, directors, employees or contractors on or at the Premises or the Sites in connection with this Agreement construction, ownership or (B) the material breach by Lessee of any of its obligations under this Agreement, but excluding such actions, claims, damages to persons or property penalties, obligations or liabilities arising from the sole established negligence, fraud or willful misconduct operation of the Lessor, the Lessor’s Representative, or those who are directly responsible to themProject (excluding any Pre-Existing Environmental Conditions). In connection therewith: (a) Lessee will defend any action or actions filed in connection with any of said claims, damages, penalties, obligations or liabilities and will pay all costs and expenses, including attorney's fees incurred in connection therewith; and (b) Lessee will promptly pay any judgment rendered against Lessee, and/or the Lessor Indemnitees covering such claims, damages, penalties, obligations and liabilities arising out of or in connection with such installation, operations, or activities of Lessee hereunder and Lessee agrees to save and hold the Lessor Indemnitees harmless therefore.​