By Tenant. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to policy limits of any such insurance, except to the extent caused by Landlord’s gross negligence or willful misconduct, Tenant shall indemnify, protect and defend Landlord and its agents and employees against and hold Landlord harmless from any and all losses, damages, claims and liabilities and fines, including costs and reasonable attorneys’ fees (collectively, the “Losses”), on account of, arising out of, or in any way related to: (i) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Premises or adjoining sidewalks; (ii) any use, misuse, nonuse, condition, maintenance or repair by Tenant of the Premises in violation of the terms of this Lease; (iii) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; (iv) the non-performance of any of the terms and provisions of any and all existing leases, licenses or residency agreements to be performed by Tenant; (v) any claim for professional liability, elder abuse, negligence or misconduct committed by any person or entity (other than Landlord or its agents) on or working from the Facility; and (vi) the violation of any law by Tenant or any person for whom Tenant or any affiliate of Tenant is responsible, related to this Lease. Notwithstanding anything to the contrary in the foregoing, the above indemnification obligation shall not apply to any Losses arising out of or caused by (i) the acts or omissions of Landlord when performing its obligations under Section 7.1.2 of this Lease or (ii) the gross negligence or willful misconduct of Landlord. This Lease is made on the express condition that, except with respect to the acts or omissions of Landlord when performing its obligations under Section 7.1.2, Landlord shall not be liable for, or suffer loss or incur any liability by reason of, any of Losses related to any of the following: (i) injury to, or death of, any person or persons or damage to, or loss of use of, property of Tenant or any of Tenant's employees, agents, invitees, contractors, subtenants, or licensee, (ii) injury to Tenant’s business or any loss of income therefrom, from whatever cause in any way (A) connected with the condition or use of the Premises whether said damage or injury results from conditions arising at the Premises or elsewhere and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to Tenant or (B) which results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures located at or near the Premises or (iii) the activities of Tenant or of any of its employees, agents, invitees, contractors, subtenants, or licensees on or near the Premises, (iv) creditor's claims, claims of vendors, mechanic's lien claims, payroll claims, claims by the Internal Revenue Service or California tax authorities, claims for patient trust funds, and (v) the operation of the Facility by Tenant, including claims for amounts due to third-party payors; provided, however, the indemnity of Tenant to Landlord granted herein shall apply solely to claims of Losses arising from the acts or omissions of Tenant occurring (A) on or after the earlier of (x) Commencement Date, or (y) the date the Tenant first took possession of the Facility either under the Lease or otherwise and (B) prior to the expiration (including any hold over period) or earlier termination of the Lease. Tenant’s indemnity obligations under this Section 9.1 shall survive the expiration or earlier termination of this Lease.
Appears in 1 contract
Samples: Lease Agreement (Emeritus Corp\wa\)
By Tenant. In addition Tenant agrees to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to policy limits of any such insurance, except to the extent caused by Landlord’s gross negligence or willful misconduct, Tenant shall indemnify, protect indemnify and defend Landlord and its agents and employees against and hold harmless Landlord harmless and the holders of any mortgage or deed of trust encumbering the Building, and each of their constituent shareholders, partners, members or other owners, and all of their respective agents, contractors, servants, officers, directors, managers, employees and licensees (hereinafter collectively called the "Indemnitees") from any and all lossesloss, damagescost, claims liability, damage and liabilities and finesexpense, including costs without limitation penalties, fines and reasonable attorneys’ attorneys fees (collectivelyand costs, the “Losses”)incurred arising from any case whatsoever in, on account ofor about the Premises, arising out of, or in any way related toincluding without limiting the generality of the foregoing: (i) any accidentdefault by Tenant in the observance or performance of any of the terms, injury covenants or conditions of this Lease on Tenant's part to be observed or death performed, or (ii) the use of persons occupancy or loss manner of the use or damage to property occurring occupancy of the Premises by Tenant or any other person or entity claiming through or under Tenant, including without limitation, the presence, use, generation, storage, transportation or disposal of any Hazardous Materials, or (iii) the condition of the Premises or any occurrence or happening on the Premises from any cause whatsoever, or (iv) any acts, omissions or negligence of Tenant or of Tenant's agents, contractors, employees, subtenants, licensees, invitees or visitors or any such person or entity, in, on or about the Premises or adjoining sidewalks; (ii) the Building, either prior to the commencement of, during, or after the expiration of the term, including without limitation any acts, omissions or negligence in the making or performing of any alterations. Tenant further agrees to indemnify, defend and save harmless Landlord and each Indemnitee from and against any and all loss, cost, liability, damage and expense, incurred in connection with or arising from any claims by any persons by reason of injury to persons or damage to property occasioned by any use, misuse, nonuse, occupancy condition, maintenance occurrence, happening, act, omission or repair by Tenant of negligence referred to in the Premises in violation of the terms of this Lease; (iii) any failure on the part of Tenant preceding sentence, except for injury to perform persons or comply with any of the terms of this Lease; (iv) the non-performance of any of the terms and provisions of any and all existing leases, licenses or residency agreements damage to be performed by Tenant; (v) any claim for professional liability, elder abuse, negligence or misconduct committed by any person or entity (other than Landlord or its agents) on or working from the Facility; and (vi) the violation of any law by Tenant or any person for whom Tenant or any affiliate of Tenant is responsible, related to this Lease. Notwithstanding anything property to the contrary in the foregoing, the above indemnification obligation shall not apply to any Losses arising out extent a court of competent jurisdiction determines such injury or damage was caused by (i) the willful misconduct or negligent acts or omissions of Landlord when performing or its obligations under Section 7.1.2 of this Lease authorized representatives. In the event any action or (ii) the gross negligence proceeding is brought against Landlord or willful misconduct of any lndemnitee for any claim against which Tenant is obligated to indemnify hereunder, Tenant upon notice from Landlord shall defend such action or proceeding at Tenant's sole expense by counsel approved by Landlord. This Lease is made on the express condition that, except with respect to the acts or omissions of Landlord when performing its obligations under Section 7.1.2, Landlord which approval shall not be liable for, or suffer loss or incur any liability by reason of, any unreasonably withheld. The provisions of Losses related to any of the following: (i) injury to, or death of, any person or persons or damage to, or loss of use of, property of Tenant or any of Tenant's employees, agents, invitees, contractors, subtenants, or licensee, (ii) injury to Tenant’s business or any loss of income therefrom, from whatever cause in any way (A) connected with the condition or use of the Premises whether said damage or injury results from conditions arising at the Premises or elsewhere and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to Tenant or (B) which results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures located at or near the Premises or (iii) the activities of Tenant or of any of its employees, agents, invitees, contractors, subtenants, or licensees on or near the Premises, (iv) creditor's claims, claims of vendors, mechanic's lien claims, payroll claims, claims by the Internal Revenue Service or California tax authorities, claims for patient trust funds, and (v) the operation of the Facility by Tenant, including claims for amounts due to third-party payors; provided, however, the indemnity of Tenant to Landlord granted herein shall apply solely to claims of Losses arising from the acts or omissions of Tenant occurring (A) on or after the earlier of (x) Commencement Date, or (y) the date the Tenant first took possession of the Facility either under the Lease or otherwise and (B) prior to the expiration (including any hold over period) or earlier termination of the Lease. Tenant’s indemnity obligations under this Section 9.1 Paragraph 17 shall survive the expiration or earlier termination of this Leaselease.
Appears in 1 contract
By Tenant. In addition Tenant shall indemnify, protect, defend (by counsel reasonably acceptable to the other indemnities contained hereinLandlord) and hold harmless Landlord and Landlord's affiliated entities, and notwithstanding each of their respective members, managers, partners, directors, officers, employees, shareholders, lenders, agents, contractors, successors and assigns (collectively, the existence "Landlord Indemnified Parties" and each, a "Landlord Indemnified Party") from and against any and all claims, judgments, causes of any insurance carried by or for the benefit of Landlord or Tenantaction, damages, penalties, costs, liabilities, and without regard to policy limits expenses, including all costs, attorneys' fees, expenses and liabilities reasonably incurred in the defense of any such insuranceclaim or any action or proceeding brought thereon (collectively, except "Landlord Claims") arising from any cause whatsoever in the Premises (but excluding Landlord Claims to the extent caused by Landlord’s gross a Landlord Indemnified Party's negligence or willful or criminal misconduct). In addition, Tenant shall further indemnify, protect and protect, defend Landlord and its agents and employees against (by counsel reasonably acceptable to Landlord) and hold harmless the Landlord harmless Indemnified Parties from and against any and all losses, damages, claims and liabilities and fines, including costs and reasonable attorneys’ fees (collectively, the “Losses”), on account of, Landlord Claims arising out of, or in any way related to: from (i) any accident, injury default in the performance of any obligation on Tenant's part to or death of persons or loss of or damage to property occurring on or about the Premises or adjoining sidewalks; (ii) any use, misuse, nonuse, condition, maintenance or repair by Tenant of the Premises in violation of be performed under the terms of this Lease; (iiiii) any failure on the part of Tenant to perform or comply with any Tenant's use of the terms Premises, the conduct of this Lease; (iv) the non-performance of Tenant's business or any of the terms and provisions of any and all existing leasesactivity, licenses work or residency agreements to be performed by Tenant; (v) any claim for professional liabilitythings done, elder abuse, negligence permitted or misconduct committed by any person or entity (other than Landlord or its agents) on or working from the Facility; and (vi) the violation of any law suffered by Tenant or any person for whom Tenant Party in or any affiliate of Tenant is responsible, related to this Lease. Notwithstanding anything to about the contrary in the foregoingPremises, the above indemnification obligation shall not apply to any Losses arising out of Building, the Common Facilities or caused by (i) the acts or omissions of Landlord when performing its obligations under Section 7.1.2 of this Lease or (ii) the gross negligence or willful misconduct of Landlord. This Lease is made on the express condition that, except with respect to the acts or omissions of Landlord when performing its obligations under Section 7.1.2, Landlord shall not be liable for, or suffer loss or incur any liability by reason of, any of Losses related to any other portions of the following: Project and/or (iiii) injury toany acts, omissions or death of, any person or persons or damage to, or loss of use of, property negligence of Tenant or any of Tenant's employees, agents, invitees, contractors, subtenants, or licensee, (ii) injury to Tenant’s business or any loss of income therefrom, from whatever cause in any way (A) connected with the condition or use of the Premises whether said damage or injury results from conditions arising at the Premises or elsewhere and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to Tenant or (B) which results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures located at or near the Premises or (iii) the activities Party. The obligations of Tenant or of any of its employees, agents, invitees, contractors, subtenants, or licensees on or near the Premises, (iv) creditor's claims, claims of vendors, mechanic's lien claims, payroll claims, claims by the Internal Revenue Service or California tax authorities, claims for patient trust funds, and (v) the operation of the Facility by Tenant, including claims for amounts due to third-party payors; provided, however, the indemnity of Tenant to Landlord granted herein shall apply solely to claims of Losses arising from the acts or omissions of Tenant occurring (A) on or after the earlier of (x) Commencement Date, or (y) the date the Tenant first took possession of the Facility either under the Lease or otherwise and (B) prior to the expiration (including any hold over period) or earlier termination of the Lease. Tenant’s indemnity obligations under this Section 9.1 9.4 shall survive the expiration or earlier termination of this LeaseLease with respect to any Claims or liability attributable to events which occurred before such termination.
Appears in 1 contract
Samples: Allos Therapeutics Inc
By Tenant. In addition Subject to the other indemnities contained hereinArticle 15, Txxxxx agrees to indemnify and hold Landlord, any of Landlord’s Encumbrancers, and notwithstanding the existence of any insurance carried by or for Landlord Parties (together, the benefit of Landlord or Tenant, “Indemnitees”) harmless from and without regard to policy limits of any such insurance, except to the extent caused by Landlord’s gross negligence or willful misconduct, Tenant shall indemnify, protect and defend Landlord and its agents and employees the Indemnitees against and hold Landlord harmless from any and all lossesClaims, damages, claims and liabilities and fines, including costs and reasonable attorneys’ fees (collectively, the “Losses”), on account of, incurred in connection with or arising out of, or in any way related to: (i) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Premises or adjoining sidewalks; (ii) any use, misuse, nonuse, condition, maintenance or repair by Tenant of the Premises in violation of the terms of this Lease; (iii) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; (iv) the non-performance of any of the terms and provisions of any and all existing leases, licenses or residency agreements to be performed by Tenant; (v) any claim for professional liability, elder abuse, negligence or misconduct committed by any person or entity (other than Landlord or its agents) on or working from the Facility; and (vi) the violation of any law by Tenant or any person for whom Tenant or any affiliate of Tenant is responsible, related to this Lease. Notwithstanding anything to the contrary in the foregoing, the above indemnification obligation shall not apply to any Losses arising out of or caused by (i) the acts or omissions of Landlord when performing its obligations under Section 7.1.2 of this Lease or (ii) the gross negligence or willful misconduct of Landlord. This Lease is made on the express condition that, except with respect to the acts or omissions of Landlord when performing its obligations under Section 7.1.2, Landlord shall not be liable for, or suffer loss or incur any liability by reason of, any of Losses related to any of the following: (i) the use or occupancy or manner of use or occupancy of the Premises, the Sidewalk Area and the Parking Garage Roof Space by Tenant or any Tenant Party; (ii) any injury to, or death of, of any person or persons damage to or destruction of property occurring in the Premises from any cause whatsoever; (iii) any injury or death of any person or damage toto or destruction of property occurring in, on or about any Common Areas, or loss elsewhere in or about the Project or in the vicinity of use ofthe Project, property including the Parking Garage, to the extent such injury, death or damage is caused by the negligence or willful misconduct of Tenant or any of Tenant's employees, agents, invitees, contractors, subtenants, or licensee, Tenant Parties; (iiiv) injury to Tenant’s business or any loss of income therefrom, from whatever cause in any way (A) connected with the condition or use of the Premises whether said damage or injury results from conditions arising at the Premises or elsewhere and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to Tenant or (B) which results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects roof of the pipes, sprinklers, wires, appliances, plumbing, air conditioning Building pursuant to Article 35; or lighting fixtures located at or near the Premises or (iii) the activities of Tenant or of any of its employees, agents, invitees, contractors, subtenants, or licensees on or near the Premises, (iv) creditor's claims, claims of vendors, mechanic's lien claims, payroll claims, claims by the Internal Revenue Service or California tax authorities, claims for patient trust funds, and (v) the operation presence of dogs brought into the Facility Project by TenantTenant or Tenant Parties, including claims for amounts due to third-party payors; providedincluding, howeverbut not limited to, any Claims arising in or about the indemnity of Tenant to Landlord granted herein shall apply solely to claims of Losses arising from the acts or omissions of Tenant occurring (A) on or after the earlier of (x) Commencement Date, or (y) the date the Tenant first took possession of the Facility either under the Lease or otherwise and (B) prior to the expiration (including any hold over period) or earlier termination of the LeaseParking Garage. Tenant’s indemnity obligations under this Section 9.1 16.1.1 shall survive be inapplicable to the expiration extent such Claims arise from the negligence or earlier termination willful misconduct of any Indemnitee or to the extent such obligations are limited or prohibited by Applicable Laws. If any action or proceeding is brought against any Indemnitee by reason of any such claim or liability, Tenant, upon written notice from Landlord, covenants to resist and defend at Tenant’s sole expense such action or proceeding by counsel reasonably satisfactory to Landlord or the applicable Landlord Party or Landlord’s Encumbrancer. Tenant’s obligations under this Article 16 shall not be construed as in any way restricting, limiting, or modifying Tenant’s insurance or other obligations under this Lease. Further, Tenant’s compliance with the insurance requirements and other obligations of this LeaseLease shall not in any way restrict, limit or modify Tenant’s obligations under this Article 16.
Appears in 1 contract
Samples: Office Lease (Zynga Inc)
By Tenant. In addition Tenant hereby agrees to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to policy limits of any such insurance, except to the extent caused by Landlord’s gross negligence or willful misconduct, Tenant shall indemnify, protect and defend indemnify Landlord and its agents and employees Landlord's Representatives against and hold save Landlord and Landlords Representatives harmless from any and all losses, costs, damages, claims and liabilities and charges, liabilities, obligations, fines, including costs penalties, claims, demands, or judgments and any and all expenses, including, without limitation, reasonable attorneys’ ' fees (collectivelyand expenses, the “Losses”)court costs, on account ofand costs of appeal, settlement and negotiations, arising out of, of or in any way related toconnection with: (ia) Tenant' s use of the Premises; (b) the conduct of Tenant's business or any accidentactivity, injury to work or death of persons thing done, permitted or loss of or damage to property occurring suffered by Tenant in, on or about the Premises or adjoining sidewalksthe Building Area; (iic) any usefailure to perform or observe any of the terms, misusecovenants, nonuse, condition, maintenance conditions or repair provisions required to be performed or observed by Tenant of the Premises in violation of the terms of under this Lease; (iiid) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; (iv) the non-performance of any of the terms and provisions of any and all existing leases, licenses or residency agreements to be performed by Tenant; (v) any claim for professional liability, elder abuse, negligence or other misconduct committed by any person or entity (other than Landlord or its agents) on or working from the Facility; and (vi) the violation of any law by Tenant or any person for whom Tenant or any affiliate of Tenant is responsible, related to this Lease. Notwithstanding anything to Tenant's Representatives in connection with the contrary occupying other premises in the foregoingBuilding, the above indemnification obligation shall not apply to any Losses arising out of or (ii) Landlord or Landlords Representatives unless proximately caused by (i) the acts or omissions of Landlord when performing its obligations under Section 7.1.2 of this Lease or (iiA) the gross negligence or willful misconduct of Landlord or Landlord. This Lease is made on 's Representatives or (B) the express condition that, except with respect to the acts or omissions negligence of Landlord when performing its obligations or Landlord's Representatives if such negligence is covered by and compensable under Landlord's insurance obtained pursuant to Section 7.1.2, 22.5 hereof Landlord shall not be responsible or liable forto Tenant for any defect or failure, in (or suffer loss any act or incur any liability by reason omission in the construction of) the Building Area, any of Losses related to the Premises or any of the following: Building Systems (i) injury toincluding, without limitation, the Common INC, nor shall it be responsible or death ofliable for any injury, loss or damage to any person or persons or damage to, or loss of use of, property of Tenant or any of Tenant's employees, agents, invitees, contractors, subtenants, or licensee, (ii) injury to Tenant’s business Representatives or any loss of income therefrom, from whatever cause in any way (A) connected with the condition other person caused by or use of the Premises whether said damage or injury results from conditions arising at the Premises or elsewhere and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to Tenant or (B) which results resulting from fire, steam, electricity, gas, water water, or other utility (or interruption therein) or from rain, or from the snow, ice, theft, bursting, breakage, explosion, implosion, leakage, obstruction steam, running, backing up, seepage, or other defects the overflow of water or sewerage in any part of the pipesBuilding or for any injury, sprinklersloss or damage caused by or resulting from acts of God or the elements. Tenant shall give prompt notice to Landlord in case of fire, wirescasualty, appliances, plumbing, air conditioning defect or lighting fixtures located at or near accident in the Premises or (iii) in the activities of Tenant Building or of defects therein or in any of its employees, agents, invitees, contractors, subtenants, or licensees on or near the Premises, (iv) creditor's claims, claims of vendors, mechanic's lien claims, payroll claims, claims by the Internal Revenue Service or California tax authorities, claims for patient trust funds, and (v) the operation of the Facility by Tenant, including claims for amounts due to third-party payors; provided, however, the indemnity of Tenant to Landlord granted herein shall apply solely to claims of Losses arising from the acts or omissions of Tenant occurring (A) on or after the earlier of (x) Commencement Date, or (y) the date the Tenant first took possession of the Facility either under the Lease or otherwise and (B) prior to the expiration (including any hold over period) or earlier termination of the Lease. Tenant’s indemnity obligations under this Section 9.1 shall survive the expiration or earlier termination of this LeaseBuilding Systems.
Appears in 1 contract
Samples: Office Lease (Sitestar Corp)
By Tenant. In addition to To the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to policy limits of any such insurance, except to the maximum extent caused by Landlord’s gross negligence or willful misconductpermitted under Legal Requirements, Tenant shall agrees to protect, indemnify, protect defend (with counsel reasonably acceptable to Landlord) and defend hold harmless Landlord and its agents parents, subsidiaries and employees affiliates, and their respective officers, directors, shareholders, employees, representatives, agents, contractors, licensees, lessees, guests, invitees, successors and assigns (collectively, the “Indemnified Parties”) from and against and hold Landlord harmless from any and all losses, costs, damages, claims and liabilities and finesliabilities, including costs and expenses (including, without limitation, reasonable attorneys’ fees fees) and/or injuries (including, without limitation, damage to property and/or bodily injury) suffered or incurred by any of the Indemnified Parties (regardless of whether contingent, direct, liquidated or unliquidated, but not including consequential) (collectively, the “Losses”), on account ofand any and all claims, demands, suits and causes of action (collectively, “Claims”) brought or raised against any of the Indemnified Parties, arising out of, resulting from, relating to or in any way related toconnected with: (i1) Tenant’s use of the Leased Premises; (2) any accidentnegligent act or omission or willful misconduct of Tenant or its officers, injury to or death of persons or loss of or damage to property occurring directors, shareholders, employees, representatives, agents, contractors, licensees, lessees, guests, invitees (collectively, “Tenant Group”) at, on or about the Premises Real Property or adjoining sidewalks; Building, or (ii) any use, misuse, nonuse, condition, maintenance or repair by Tenant of the Premises in violation of the terms of this Lease; (iii) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; (iv3) the non-performance failure of any of the terms them to comply with Legal Requirements, and provisions of any and all existing leases, licenses or residency agreements to be performed by Tenant; (v) any claim for professional liability, elder abuse, negligence or misconduct committed by any person or entity (other than Landlord or its agents) on or working from the Facility; and (vi) the violation of any law by Tenant or any person for whom Tenant or any affiliate of Tenant is responsible, related to this Lease. Notwithstanding notwithstanding anything to the contrary in this Lease, such obligation to indemnify, defend and hold harmless the foregoing, the above indemnification obligation Indemnified Parties shall not apply to survive any Losses arising out of or caused by (i) the acts or omissions of Landlord when performing its obligations under Section 7.1.2 termination of this Lease or (ii) the gross negligence or willful misconduct of LandlordLease. This Lease is indemnification shall include, without limitation, claims made on the express condition thatunder any xxxxxxx’x compensation law or under any plan for employee’s disability and death benefits (including, except with respect to the acts or omissions of Landlord when performing its obligations under Section 7.1.2without limitation, Landlord shall not claims and demands that may be liable for, or suffer loss or incur any liability asserted by reason of, any of Losses related to any of the following: (i) injury to, or death of, any person or persons or damage to, or loss of use of, property of Tenant or any of Tenant's employees, agents, invitees, contractors, subtenants, or licensee, (ii) injury to Tenant’s business or any loss of income therefrom, from whatever cause in any way (A) connected with the condition or use of the Premises whether said damage or injury results from conditions arising at the Premises or elsewhere contractors and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to Tenant or (B) which results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures located at or near the Premises or (iii) the activities of Tenant or of any of its employees, agents, invitees, contractors, subtenants, or licensees on or near the Premises, (iv) creditor's claims, claims of vendors, mechanic's lien claims, payroll claims, claims by the Internal Revenue Service or California tax authorities, claims for patient trust funds, and (v) the operation of the Facility by Tenant, including claims for amounts due to third-party payors; provided, however, the indemnity of Tenant to Landlord granted herein shall apply solely to claims of Losses arising from the acts or omissions of Tenant occurring (A) on or after the earlier of (x) Commencement Date, or (y) the date the Tenant first took possession of the Facility either under the Lease or otherwise and (B) prior to the expiration (including any hold over period) or earlier termination of the Lease. Tenant’s indemnity obligations under this Section 9.1 shall survive the expiration or earlier termination of this Leasesubcontractors).
Appears in 1 contract
By Tenant. In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to policy limits of any such insurance, except Except to the extent caused by of Landlord’s gross 's comparative negligence or willful misconductbreach of an express provision of this Lease, Tenant shall indemnify, protect protect, defend and defend hold harmless the Landlord and its agents Lenders from and employees against claims, loss of rents and hold Landlord harmless from any and all losses, damages, claims costs, liens, judgments, penalties, loss of permits, attorneys' and consultants' fees, expenses and liabilities and fines, including costs and reasonable attorneys’ fees (collectively, the “Losses”), on account of, arising out of, involving, or in any way related to: (i) any accidentconnection with, injury to or death the occupancy of persons or loss of or damage to property occurring on or about the Premises or adjoining sidewalks; (ii) Property by Tenant, the conduct of Tenant's business, any useact, misuseomission or neglect of Tenant, nonuseits agents, conditioncontractors, maintenance employees or repair invitees, and out of any Default or Xxxxx by Tenant in the performance in a timely manner of the Premises in violation of the terms of any obligation on Tenant's part to be performed under this Lease; . The foregoing shall include, but not be limited to, the defense or pursuit of any claim or any action or proceeding involved therein, and whether or not (iiiin the case of claims made against Landlord) litigated or reduced to judgment. In case any failure on the part of Tenant to perform action or comply with any of the terms of this Lease; (iv) the non-performance proceeding be brought against Landlord by reason of any of the terms foregoing matters, Tenant upon notice from Landlord shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord and provisions of Landlord shall cooperate with Tenant in such defense. Landlord need not have first paid any and all existing leases, licenses or residency agreements such claim in order to be performed by so indemnified. In the event of concurrent negligence of Landlord and Tenant; (v) any claim for professional liability, elder abuseresulting in injury or damage to persons or property and which relates to the construction, negligence alterations, repair, addition to, subtraction from, improvement, to or misconduct committed by any person maintenance of the Premises, the indemnifying party's subtraction from, improvement to or entity (maintenance of the Premises, the indemnifying party's obligation to indemnify the other than Landlord or party as set forth in the Section shall be limited to the extent of the indemnifying party's negligence, and that of its agents) on or working from the Facility; and (vi) the violation of any law by Tenant or any person for whom Tenant or any affiliate of Tenant is responsible, related to this Lease. Notwithstanding anything to the contrary in the foregoing, the above indemnification obligation shall not apply to any Losses arising out of or caused by (i) the acts or omissions of Landlord when performing its obligations under Section 7.1.2 of this Lease or (ii) the gross negligence or willful misconduct of Landlord. This Lease is made on the express condition that, except with respect to the acts or omissions of Landlord when performing its obligations under Section 7.1.2, Landlord shall not be liable for, or suffer loss or incur any liability by reason of, any of Losses related to any of the following: (i) injury to, or death of, any person or persons or damage to, or loss of use of, property of Tenant or any of Tenant's employees, agentssubleases, invitees, licensees or contractors, subtenants, or licensee, (ii) injury to Tenant’s business or any loss of income therefrom, from whatever cause in any way (A) connected with the condition or use of the Premises whether said damage or injury results from conditions arising at the Premises or elsewhere and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to Tenant or (B) which results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures located at or near the Premises or (iii) the activities of Tenant or of any of its employees, agents, invitees, contractors, subtenants, or licensees on or near the Premises, (iv) creditor's claims, claims of vendors, mechanic's lien claims, payroll claims, claims by the Internal Revenue Service or California tax authorities, claims for patient trust funds, and (v) the operation of the Facility by Tenant, including claims for amounts due to third-party payors; provided, however, the indemnity of Tenant to Landlord granted herein shall apply solely to claims of Losses arising from the acts or omissions of Tenant occurring (A) on or after the earlier of (x) Commencement Date, or (y) the date the Tenant first took possession of the Facility either under the Lease or otherwise and (B) prior to the expiration (including any hold over period) or earlier termination of the Lease. Tenant’s indemnity obligations under this Section 9.1 shall survive the expiration or earlier termination of this Lease.
Appears in 1 contract
Samples: Lease Agreement (Emagin Corp)
By Tenant. In addition Excepting any responsibility allocated to the other indemnities contained herein, and notwithstanding the existence Landlord by reason of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to policy limits of any such insurance, except to the extent caused by Landlord’s gross its negligence or willful misconductby the terms of this Lease (excluding from this exception, however, any responsibility allocated to Landlord by reason of its failure to enforce the terms of this Lease against Tenant), Tenant shall indemnify, protect and defend Landlord and its agents and employees against and hold Landlord harmless for, from any and against all lossesliabilities, obligations, claims, suits, damages, claims and liabilities and finespenalties, including causes of action, costs and expenses (including without limitation, reasonable attorneys’ ' fees (collectivelyand expenses) imposed upon or asserted against Landlord by reason of the acts or omissions of Tenant, its agents, employees, contractors, suppliers, licensees, invitees and guests and/or the “Losses”), on account of, arising out ofoccurrence of any of the following during the Term except for conditions existing at the commencement of the Lease Term, or in any way related toconditions or events caused during the Lease Term by Landlord, its contractors, employees, agents or invitees: (i) any use, nonuse or condition of the Premises or any part thereof; (ii) any accident, injury to or death of persons (including workmen) or loss of or damage to property occurring on or about the Premises or adjoining sidewalks; (ii) any use, misuse, nonuse, condition, maintenance or repair by Tenant of the Premises in violation of the terms of this Leasepart thereof; (iii) any failure on the part of Tenant to perform or comply with any of the terms provisions of this Lease; (iv) by or at the non-direction of Tenant, performance of any labor or services or the furnishings of any materials or other property in respect of the terms Premises or any part thereof (excluding any such matters performed or furnished by or at the request of Landlord and provisions unrelated to a default of any and all existing leases, licenses Tenant under this Lease); or residency agreements to be performed by Tenant; (v) any claim for professional liability, elder abuse, negligence or misconduct committed by any person or entity (other than Landlord or its agents) failure on or working from the Facility; and (vi) the violation part of Tenant to clean up and/or dispose of any law by Tenant or any person for whom Tenant or any affiliate of Tenant is responsibleHazardous Materials, related to this Lease. Notwithstanding anything to as described in Section 12.2 above, in accordance with the contrary in the foregoing, the above indemnification obligation shall not apply to any Losses arising out of or caused by (i) the acts or omissions of Landlord when performing its obligations under Section 7.1.2 requirements of this Lease and applicable law. In the event Landlord should be made a defendant in any action, suit or (ii) proceeding brought by reason of any such occurrence for which Tenant is primarily responsible and except to the gross negligence extent Landlord's insurance is also applicable, Tenant shall, at its own expense, resist and defend such action, suit or willful misconduct of proceeding or cause the same to be resisted and defended by legal counsel designated by Tenant but reasonably approved by Landlord. This Lease is made on the express condition thatIf any such action, except with respect suit or proceeding should result in a final judgment against Landlord, Tenant shall promptly satisfy and discharge such judgment or shall cause such judgment to the acts or omissions of Landlord when performing its be promptly satisfied and discharged. The obligations under Section 7.1.2, Landlord shall not be liable for, or suffer loss or incur any liability by reason of, any of Losses related to any of the following: (i) injury to, or death of, any person or persons or damage to, or loss of use of, property of Tenant or any of Tenant's employees, agents, invitees, contractors, subtenants, or licensee, (ii) injury to Tenant’s business or any loss of income therefrom, from whatever cause in any way (A) connected with the condition or use of the Premises whether said damage or injury results from conditions arising at the Premises or elsewhere and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to Tenant or (B) which results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures located at or near the Premises or (iii) the activities of Tenant or of any of its employees, agents, invitees, contractors, subtenants, or licensees on or near the Premises, (iv) creditor's claims, claims of vendors, mechanic's lien claims, payroll claims, claims by the Internal Revenue Service or California tax authorities, claims for patient trust funds, and (v) the operation of the Facility by Tenant, including claims for amounts due to third-party payors; provided, however, the indemnity of Tenant to Landlord granted herein shall apply solely to claims of Losses arising from the acts or omissions of Tenant occurring (A) on or after the earlier of (x) Commencement Date, or (y) the date the Tenant first took possession of the Facility either under the Lease or otherwise and (B) prior to the expiration (including any hold over period) or earlier termination of the Lease. Tenant’s indemnity obligations under this Section 9.1 17 arising by reason of any such occurrence taking place while this Lease is in effect shall survive the expiration or earlier termination of this Lease.
Appears in 1 contract
Samples: Ilx Resorts Inc
By Tenant. In addition Tenant agrees to the other indemnities contained hereinsave, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to policy limits of any such insurance, except to the extent caused by Landlord’s gross negligence or willful misconduct, Tenant shall indemnify, protect and defend Landlord and its agents and employees against and hold Landlord --------- harmless from any and indemnify Landlord, and Landlord's partners, employees, agents, and contractors, against all lossesliabilities, damages, claims charges and liabilities and fines, expenses (including costs and reasonable attorneys’ fees (collectively' fees, costs of court and expenses necessary in the “Losses”)prosecution or defense of any litigation) by reason of injury to person or property, from whatever cause, while in or on account of, arising out ofthe Premises, or in any way related to: (i) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Premises or adjoining sidewalks; (ii) any use, misuse, nonuse, condition, maintenance or repair by Tenant of the Premises in violation of the terms of this Lease; (iii) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; (iv) the non-performance of any of the terms and provisions of any and all existing leases, licenses or residency agreements to be performed by Tenant; (v) any claim for professional liability, elder abuse, negligence or misconduct committed by any person or entity (other than Landlord or its agents) on or working from the Facility; and (vi) the violation of any law by Tenant or any person for whom Tenant or any affiliate of Tenant is responsible, related to this Lease. Notwithstanding anything to the contrary in the foregoing, the above indemnification obligation shall not apply to any Losses arising out of or caused by (i) the acts or omissions of Landlord when performing its obligations under Section 7.1.2 of this Lease or (ii) the gross negligence or willful misconduct of Landlord. This Lease is made on the express condition that, except with respect to the acts or omissions of Landlord when performing its obligations under Section 7.1.2, Landlord shall not be liable for, or suffer loss or incur any liability by reason of, any of Losses related to any of the following: (i) injury to, or death of, any person or persons or damage to, or loss of use of, property of Tenant or any of Tenant's employees, agents, invitees, contractors, subtenants, or licensee, (ii) injury to Tenant’s business or any loss of income therefrom, from whatever cause in any way (A) connected with the condition or use of the Premises whether said damage or injury results from conditions arising at the Premises or elsewhere and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to Tenant or (B) which results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures located at or near the Premises or (iii) the activities of Tenant or of any of its employees, agents, invitees, contractors, subtenants, or licensees on or near the Premises, (iv) creditor's claimswith the improvements or with the personal property therein, claims including any liability for injury to person or property of vendors, mechanic's lien claims, payroll claims, claims by the Internal Revenue Service or California tax authorities, claims for patient trust funds, and (v) the operation of the Facility by Tenant, including claims for amounts due to third-its agents or employees or third party payorspersons; provided, however, the indemnity of Tenant to Landlord granted herein shall apply solely to claims of Losses arising be liable only for property damage and bodily injury resulting from the negligent acts or omissions of Tenant occurring (A) on or after the earlier of (x) Commencement DateLandlord, or any of its partners, employees, agents or contractors. Tenant's obligations under this Section 13.1 shall include the obligation to indemnify, hold harmless, and defend Landlord, and its partners, agents and employees, from and against any and all claims, losses, liabilities, costs and expenses arising out of or in connection with (ya) the date the Tenant first took possession any injury or damage resulting from Tenant's use of the Facility either under the Lease or otherwise Premises in connection with Tenant's Operations, and (Bb) prior any Release of any Hazardous Materials in or about the Premises, the Building and/or the Land, to the expiration (including extent the Release is caused or permitted by Tenant, or any hold over period) or earlier termination of the Leaseits agents, employees, contractors, subcontractors and/or invitees. Tenant’s 's indemnity obligations under this Section 9.1 13.1 shall survive the expiration or earlier termination of this Lease. Landlord, and Landlord's partners, employees, agents, and contractors, shall not be liable to Tenant for any damage to Tenant or Tenant's property, nor for any injury to or loss of Tenant's business nor for any damage or injury to any person from any cause; provided, however, Landlord shall be liable for, and shall indemnify, defend and hold Tenant harmless from and against any claims arising in connection with, property damage and bodily injury resulting from the willful misconduct or negligent acts or omissions of Landlord, or any of its partners, employees, agents, or contractors, but only to the extent any such property damage and bodily injury is not covered by either the insurance required to be maintained by Tenant under this Lease or by any other insurance actually maintained by Tenant.
Appears in 1 contract
Samples: Lease Agreement (Ise Labs Inc)
By Tenant. In addition Except for any Losses from which Landlord has released or --------- with respect to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of which Landlord or has agreed (in this Lease) to indemnify Tenant, and without regard to policy limits of any such insurance, except to the extent caused by Landlord’s gross negligence or willful misconduct, Tenant shall defend, indemnify, protect and defend hold Landlord and its agents and employees against and hold Landlord harmless from and against any and all losses, damages, claims and liabilities and fines, including costs and reasonable attorneys’ fees (collectively, the “Losses”), on account of, arising out of, or in any way related to: Losses for (i) any accident, injury to or death of any person or persons or any damage to or theft, destruction, loss, or loss of use of any real or personal property caused by casualty, theft or fire, and any injury or damage or inconvenience that may arise through Tenant's repair or Tenant's alteration of any part of the Premises, or Tenant's failure to property occurring on or about the Premises or adjoining sidewalks; make repairs as required by this Lease, (ii) arising from Tenant's failure to perform its obligations under this Lease or arising from any useact or omission (whether negligent, misuseintentional or otherwise) of Tenant or Tenant's agents, nonuseemployees, conditioninvitees or contractors, maintenance or repair by Tenant of the Premises in violation of the terms of this Lease; and (iii) any failure on the part of Tenant to perform or comply with any contamination of the terms of this Lease; Premises or the Project with Hazardous Substances (ivhereinafter defined) the non-performance of any of the terms and provisions of any and all existing leases, licenses or residency agreements to be performed by Tenant, its employees, agents or contractors; (v) any claim for professional liability, elder abuse, negligence or misconduct committed by any person or entity (other than Landlord or its agents) on or working from the Facility; and (vi) the violation of any law by provided Tenant or any person for whom Tenant or any affiliate of Tenant is responsible, related to this Lease. Notwithstanding anything to the contrary in the foregoing, the above indemnification obligation shall not apply be required to any indemnify Landlord for Losses arising out of or caused by an Indemnified Party (i) after, and not proximately caused by events or circumstances that occurred or existed on or before, the acts Loss Cutoff Date, and (ii) to the extent such Losses are caused by the negligence or omissions of Landlord when performing its obligations under Section 7.1.2 intentional misconduct or breach of this Lease by Landlord. Landlord shall not be liable in any event for personal injury or (ii) loss of Tenant's property caused by fire, flood, water leaks, rain, hail, ice, snow, smoke, lightning, wind, explosion, interruption of utilities or other occurrences, except and to the gross extent any such water leaks, explosions, or interruption of utilities is caused by Landlord's negligence or willful intentional misconduct or breach of this Lease by Landlord. Landlord strongly recommends that Tenant secure Tenant's own insurance in excess of the amounts required elsewhere in this Lease to protect against the above occurrences if Tenant desires additional coverage for such risks. Tenant shall give prompt notice to Landlord of any significant accidents involving injury to persons or property on the Premises. Furthermore, unless due to the negligence or intentional misconduct or breach of this Lease of Landlord, Landlord shall not be responsible for lost or stolen personal property, equipment, money or jewelry from the Premises or from the public areas of the Buildings or the Project, regardless of whether such loss occurs when the area is locked against entry. Unless due to the negligence or intentional misconduct of or breach of this Lease by Landlord. This Lease is made on the express condition that, except with respect to the acts or omissions of Landlord when performing its obligations under Section 7.1.2, Landlord shall not be liable for, or suffer loss or incur any liability by reason of, any of Losses related to any of the following: (i) injury to, or death of, any person or persons or damage to, or loss of use of, property of Tenant or any of Tenant's employees, agents, invitees, contractors, subtenantscustomers or invitees for any damages or losses to persons or property caused by any tenants in the Buildings or the Project, or licenseefor any damages or losses caused by theft, (ii) injury to burglary, assault, vandalism or other crimes. Landlord strongly recommends that Tenant provide its own security systems and services and secure Tenant’s business or any loss of income therefrom, from whatever cause 's own insurance in any way (A) connected with the condition or use excess of the Premises whether said damage amounts required elsewhere in this Lease to protect against the above occurrences if Tenant desires additional protection or injury results from conditions arising at the Premises or elsewhere and regardless of whether the cause of coverage for such damage or injury or the means of repairing the same is inaccessible to risks. Tenant or (B) which results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures located at or near the Premises or (iii) the activities of Tenant or shall give Landlord prompt notice of any of its employees, agents, invitees, contractors, subtenants, criminal or licensees on suspicious conduct within or near about the Premises, (iv) creditorthe Buildings or the Project and/or any personal injury or property damage caused thereby. Landlord may, but is not obligated to, enter into agreements with third parties for the provision, monitoring, maintenance and repair of any courtesy patrols or similar services or fire protective systems and equipment and, to the extent same is provided at Landlord's claimssole discretion, claims Landlord shall not be liable to Tenant for any damages, costs or expenses which occur for any reason in the event any such system or equipment is not properly installed, monitored or maintained or any such services are not properly provided. Landlord shall use reasonable diligence in the maintenance of vendorsexisting lighting, mechanic's lien claimsif any, payroll claims, claims by in the Internal Revenue Service parking garage or California tax authorities, claims for patient trust fundsparking areas servicing the Premises, and (v) Landlord shall not be responsible for additional lighting or any security measures in the operation of the Facility by Tenant, including claims for amounts due to third-party payors; provided, howeverProject, the indemnity of Tenant to Landlord granted herein shall apply solely to claims of Losses arising from the acts Premises, any parking garage or omissions of Tenant occurring (A) on or after the earlier of (x) Commencement Date, or (y) the date the Tenant first took possession of the Facility either under the Lease or otherwise and (B) prior to the expiration (including any hold over period) or earlier termination of the Lease. Tenant’s indemnity obligations under this Section 9.1 shall survive the expiration or earlier termination of this Leaseother parking areas.
Appears in 1 contract
Samples: Lease Agreement (Luminex Corp)
By Tenant. In addition To the extent not prohibited by the Laws, Tenant, on behalf of Tenant and its insurers, waives, releases and discharges the Landlord Parties and the Landlord Affiliated Entities from all Claims arising out of damage to or destruction of the Premises, the Buildings and Shopping Center or Tenant’s trade fixtures, other indemnities contained hereinpersonal property or business, and notwithstanding the existence any loss of any insurance carried by use or for the benefit of Landlord or Tenant, and without regard to policy limits of any such insurance, business interruption except to the extent caused by Landlord’s gross negligence or willful misconduct, Tenant shall indemnify, protect and defend Landlord and its agents and employees against and hold Landlord harmless that any such Claim results from any and all losses, damages, claims and liabilities and fines, including costs and reasonable attorneys’ fees (collectively, the “Losses”), on account of, arising out of, or in any way related to: (i) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Premises or adjoining sidewalks; (ii) any use, misuse, nonuse, condition, maintenance or repair by Tenant of the Premises in violation of the terms of this Lease; (iii) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; (iv) the non-performance of any of the terms and provisions of any and all existing leases, licenses or residency agreements to be performed by Tenant; (v) any claim for professional liability, elder abuse, negligence or misconduct committed by any person or entity (other than Landlord or its agents) on or working from the Facility; and (vi) the violation of any law by Tenant or any person for whom Tenant or any affiliate of Tenant is responsible, related to this Lease. Notwithstanding anything to the contrary in the foregoing, the above indemnification obligation shall not apply to any Losses arising out of or caused by (i) the acts or omissions of Landlord when performing its obligations under Section 7.1.2 of this Lease or (ii) the gross negligence or willful misconduct of Landlord. This Lease is made on any Landlord Party, occasioned by any fire or other casualty or occurrence whatsoever (whether similar or dissimilar), including, without limitation, (a) any existing or future condition, defect, matter or thing in the express condition thatPremises, except with respect to the acts Buildings or omissions Shopping Center, (b) any equipment or appurtenance becoming out of repair, (c) any occurrence, act or omission of any Landlord when performing its obligations under Section 7.1.2, Landlord shall not be liable for, or suffer loss or incur any liability by reason ofParty, any of Losses related to any other tenant or occupant of the following: Buildings or any other person (id) injury todamage caused by the flooding of basements or other subsurface areas and (e) damage caused by refrigerators, sprinkling devices, air conditioning apparatus, water, snow, frost, steam, excessive heat or death ofcold, falling plaster, broken glass, sewage, gas, odors, noise or the bursting or leaking of pipes or plumbing fixtures. The waiver this section describes applies regardless whether any such damage results from an act of God, an act or omission of other tenants or occupants of the Shopping Center or an act or omission of any other person and regardless whether insurance coverage against any such risks is obtainable. Tenant will look only to Tenant’s insurance coverage (regardless whether Tenant maintains any such coverage) in the event of any such Claim. Tenant’s trade fixtures, other personal property and all other property (including that of third parties) in Tenant’s care, custody or persons control, is located at the Shopping Center at Tenant’s sole risk. Landlord is not liable for any damage to such property or damage tofor any theft, misappropriation or loss of use ofsuch property. Except as specifically provided in Section 10.2, property of Tenant or is solely responsible for providing such insurance as may be required to protect Tenant, its employees and invitees against any of Tenant's employeesinjury, agents, invitees, contractors, subtenantsloss, or licenseedamage to persons or property occurring in the Premises, (ii) injury to Tenant’s business the Buildings or the Shopping Center, including, without limitation, any loss of income therefrom, business or profits from whatever cause in any way (A) connected with the condition casualty or use of the Premises whether said damage or injury results from conditions arising other occurrence at the Premises or elsewhere and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to Tenant or (B) which results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures located at or near the Premises or (iii) the activities of Tenant or of any of its employees, agents, invitees, contractors, subtenants, or licensees on or near the Premises, (iv) creditor's claims, claims of vendors, mechanic's lien claims, payroll claims, claims by the Internal Revenue Service or California tax authorities, claims for patient trust funds, and (v) the operation of the Facility by Tenant, including claims for amounts due to third-party payors; provided, however, the indemnity of Tenant to Landlord granted herein shall apply solely to claims of Losses arising from the acts or omissions of Tenant occurring (A) on or after the earlier of (x) Commencement Date, or (y) the date the Tenant first took possession of the Facility either under the Lease or otherwise and (B) prior to the expiration (including any hold over period) or earlier termination of the Lease. Tenant’s indemnity obligations under this Section 9.1 shall survive the expiration or earlier termination of this LeaseShopping Center.
Appears in 1 contract
By Tenant. In addition Tenant shall indemnify, protect, defend (by counsel reasonably acceptable to the other indemnities contained hereinLandlord) and hold harmless Landlord and Landlord's affiliated entities, and notwithstanding each of their respective members, managers, partners, directors, officers, employees, shareholders, lenders, agents, contractors, successors and assigns (collectively, the existence "LANDLORD INDEMNIFIED PARTIES" and each, a "LANDLORD INDEMNIFIED PARTY") from and against any and all claims, judgments, causes of any insurance carried by or for the benefit of Landlord or Tenantaction, damages, penalties, costs, liabilities, and without regard to policy limits expenses, including all costs, attorneys' fees, expenses and liabilities reasonably incurred in the defense of any such insuranceclaim or any action or proceeding brought thereon (collectively, except "LANDLORD CLAIMS") arising from any cause whatsoever in the Premises (but excluding Landlord Claims to the extent caused by Landlord’s gross a Landlord Indemnified Party's negligence or willful or criminal misconduct). In addition, Tenant shall further indemnify, protect and protect, defend Landlord and its agents and employees against (by counsel reasonably acceptable to Landlord) and hold harmless the Landlord harmless Indemnified Parties from and against any and all losses, damages, claims and liabilities and fines, including costs and reasonable attorneys’ fees (collectively, the “Losses”), on account of, Landlord Claims arising out of, or in any way related to: from (i) any accident, injury default in the performance of any obligation on Tenant's part to or death of persons or loss of or damage to property occurring on or about the Premises or adjoining sidewalks; (ii) any use, misuse, nonuse, condition, maintenance or repair by Tenant of the Premises in violation of be performed under the terms of this Lease; (iiiii) any failure on the part of Tenant to perform or comply with any Tenant's use of the terms Premises, the conduct of this Lease; (iv) the non-performance of Tenant's business or any of the terms and provisions of any and all existing leasesactivity, licenses work or residency agreements to be performed by Tenant; (v) any claim for professional liabilitythings done, elder abuse, negligence permitted or misconduct committed by any person or entity (other than Landlord or its agents) on or working from the Facility; and (vi) the violation of any law suffered by Tenant or any person for whom Tenant Party in or any affiliate of Tenant is responsible, related to this Lease. Notwithstanding anything to about the contrary in the foregoingPremises, the above indemnification obligation shall not apply to any Losses arising out of Building, the Common Facilities or caused by (i) the acts or omissions of Landlord when performing its obligations under Section 7.1.2 of this Lease or (ii) the gross negligence or willful misconduct of Landlord. This Lease is made on the express condition that, except with respect to the acts or omissions of Landlord when performing its obligations under Section 7.1.2, Landlord shall not be liable for, or suffer loss or incur any liability by reason of, any of Losses related to any other portions of the following: Project and/or (iiii) injury toany acts, omissions or death of, any person or persons or damage to, or loss of use of, property negligence of Tenant or any of Tenant's employees, agents, invitees, contractors, subtenants, or licensee, (ii) injury to Tenant’s business or any loss of income therefrom, from whatever cause in any way (A) connected with the condition or use of the Premises whether said damage or injury results from conditions arising at the Premises or elsewhere and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to Tenant or (B) which results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures located at or near the Premises or (iii) the activities Party. The obligations of Tenant or of any of its employees, agents, invitees, contractors, subtenants, or licensees on or near the Premises, (iv) creditor's claims, claims of vendors, mechanic's lien claims, payroll claims, claims by the Internal Revenue Service or California tax authorities, claims for patient trust funds, and (v) the operation of the Facility by Tenant, including claims for amounts due to third-party payors; provided, however, the indemnity of Tenant to Landlord granted herein shall apply solely to claims of Losses arising from the acts or omissions of Tenant occurring (A) on or after the earlier of (x) Commencement Date, or (y) the date the Tenant first took possession of the Facility either under the Lease or otherwise and (B) prior to the expiration (including any hold over period) or earlier termination of the Lease. Tenant’s indemnity obligations under this Section 9.1 9.4 shall survive the expiration or earlier termination of this LeaseLease with respect to any Claims or liability attributable to events which occurred before such termination.
Appears in 1 contract
Samples: Office Lease (Allos Therapeutics)
By Tenant. In addition to To the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Landlord or Tenant, and without regard to policy limits of any such insurance, except to the maximum extent caused by Landlord’s gross negligence or willful misconductpermitted under Legal Requirements, Tenant shall agrees to protect, indemnify, protect defend (with counsel reasonably acceptable to Landlord) and defend hold harmless Landlord and its agents parents, subsidiaries and employees affiliates, and their respective officers, directors, shareholders, employees, representatives, agents, contractors, licensees, lessees, guests, invitees, successors and assigns (collectively, the “Indemnified Parties”) from and against and hold Landlord harmless from any and all losses, costs, damages, claims and liabilities and finesliabilities, including costs and expenses (including, without limitation, reasonable attorneys’ fees fees) and/or injuries (including, without limitation, damage to property and/or bodily injury) suffered or incurred by any of the Indemnified Parties (regardless of whether contingent, direct, liquidated or unliquidated, but not including consequential) (collectively, the “Losses”), on account ofand any and all claims, demands, suits and causes of action (collectively, “Claims”) brought or raised against any of the Indemnified Parties, arising out of, resulting from, relating to or in any way related toconnected with: (i1) Tenant’s use of the Buildings or Real Property, (2) any accidentnegligent act or omission or willful misconduct of Tenant or its officers, injury to or death of persons or loss of or damage to property occurring directors, shareholders, employees, representatives, agents, contractors, licensees, lessees, guests, invitees (collectively, “Tenant Group”) at, on or about the Premises Real Property or adjoining sidewalks; Buildings, or (ii) any use, misuse, nonuse, condition, maintenance or repair by Tenant of the Premises in violation of the terms of this Lease; (iii) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; (iv3) the non-performance failure of any of the terms them to comply with Legal Requirements, and provisions of any and all existing leases, licenses or residency agreements to be performed by Tenant; (v) any claim for professional liability, elder abuse, negligence or misconduct committed by any person or entity (other than Landlord or its agents) on or working from the Facility; and (vi) the violation of any law by Tenant or any person for whom Tenant or any affiliate of Tenant is responsible, related to this Lease. Notwithstanding notwithstanding anything to the contrary in this Lease, such obligation to indemnify, defend and hold harmless the foregoing, the above indemnification obligation Indemnified Parties shall not apply to survive any Losses arising out of or caused by (i) the acts or omissions of Landlord when performing its obligations under Section 7.1.2 termination of this Lease or (ii) the gross negligence or willful misconduct of LandlordLease. This Lease is indemnification shall include, without limitation, claims made on the express condition thatunder any xxxxxxx’x compensation law or under any plan for employee’s disability and death benefits (including, except with respect to the acts or omissions of Landlord when performing its obligations under Section 7.1.2without limitation, Landlord shall not claims and demands that may be liable for, or suffer loss or incur any liability asserted by reason of, any of Losses related to any of the following: (i) injury to, or death of, any person or persons or damage to, or loss of use of, property of Tenant or any of Tenant's employees, agents, invitees, contractors, subtenants, or licensee, (ii) injury to Tenant’s business or any loss of income therefrom, from whatever cause in any way (A) connected with the condition or use of the Premises whether said damage or injury results from conditions arising at the Premises or elsewhere contractors and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to Tenant or (B) which results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures located at or near the Premises or (iii) the activities of Tenant or of any of its employees, agents, invitees, contractors, subtenants, or licensees on or near the Premises, (iv) creditor's claims, claims of vendors, mechanic's lien claims, payroll claims, claims by the Internal Revenue Service or California tax authorities, claims for patient trust funds, and (v) the operation of the Facility by Tenant, including claims for amounts due to third-party payors; provided, however, the indemnity of Tenant to Landlord granted herein shall apply solely to claims of Losses arising from the acts or omissions of Tenant occurring (A) on or after the earlier of (x) Commencement Date, or (y) the date the Tenant first took possession of the Facility either under the Lease or otherwise and (B) prior to the expiration (including any hold over period) or earlier termination of the Lease. Tenant’s indemnity obligations under this Section 9.1 shall survive the expiration or earlier termination of this Leasesubcontractors).
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