Common use of Indemnification and Exculpation Clause in Contracts

Indemnification and Exculpation. 20.1. Tenant agrees to indemnify, defend and save Landlord harmless from and against any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred in investigating or resisting the same (collectively, “Claims”) arising from (a) injury or death to any person or injury to any property occurring within or about the Premises arising directly or indirectly out of Tenant’s or any of Tenant’s officers, employees, agents, contractors, invitees, customers and subcontractors (collectively, “Tenant’s Agents”) use or occupancy of the Premises, (b) a breach or default by Tenant in the performance of any of its obligations hereunder, including, without limitation, tenant’s failure to perform any of its obligations in Sections 9.6 and 18.1, (c) any of the Tenant Improvements or any of the Tenant’s Alterations, (d) any determination by a Governmental Authority that the Premises during the Term, the Tenant Improvements or any of Tenant’s Alterations at any time, fails or failed to comply with the ADA, and (e) any and all cost or liability for compensation claimed by any other broker or agent, other than the Brokers, employed or engaged by Tenant or claiming to have been employed or engaged by Tenant, except to the extent caused by Landlord’s Parties’ willful misconduct or gross negligence.

Indemnification and Exculpation. 20.1. 27.1 Tenant agrees to indemnify, save, defend (at Landlord's option and save with counsel reasonably acceptable to Landlord) and hold the Landlord and Landlord Indemnities harmless from and against any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred in investigating or resisting the same (collectively, “Claims”) Claims arising from (a) injury or death to any person or injury damage to any property occurring within or about the Premises Premises, the Buildings, the Property or the Project arising directly or indirectly out of Tenant’s 's or any of Tenant’s officers, 's employees', agents', contractors, ' or invitees, customers and subcontractors (collectively, “Tenant’s Agents”) use ' negligence or occupancy of the Premises, (b) willful misconduct or a breach or default Default by Tenant in the performance of any of its obligations hereunder, including, without limitation, tenant’s failure to perform any of its obligations in Sections 9.6 and 18.1, (c) any of the Tenant Improvements or any of the Tenant’s Alterations, (d) any determination by a Governmental Authority that the Premises during the Term, the Tenant Improvements or any of Tenant’s Alterations at any time, fails or failed to comply with the ADA, and (e) any and all cost or liability for compensation claimed by any other broker or agent, other than the Brokers, employed or engaged by Tenant or claiming to have been employed or engaged by Tenant, except to the extent caused by Landlord's negligence or willful misconduct. Landlord shall be liable for, and shall indemnify, defend, protect and hold Tenant and Tenant’s partners, officers, directors, employees, agents, successors and assigns (collectively, “Tenant Indemnified Parties’ ”) harmless from and against any and all Claims arising or resulting from (a) any negligent or willful misconduct of Landlord or gross negligenceany of Landlord’s agents, employees, contractors or licensees in or about the Premises, the Building or the Property (collectively, “Landlord Parties”); and/or (b) any default by Landlord of any obligations on Landlord’s part to be performed under the terms of this Lease; provided, however, that Landlord's indemnity obligations shall not extend to loss of business, loss of profits or any other consequential damages which may be suffered by Tenant.

Indemnification and Exculpation. 20.128.1. Subject to the provisions of Section 23.7, Tenant agrees to indemnify, save, defend (at Landlord’s option and save with counsel reasonably acceptable to Landlord) and hold the Landlord Indemnitees harmless from and against any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred in investigating or resisting the same (collectively, “Claims”) Claims arising from (a) injury or death to any person or injury damage to any property occurring within the Premises, the Building, the Property or about the Premises Project arising directly or indirectly out of Tenant’s or any of Tenant’s officers, employees’, agents’, contractors, ’ or invitees, customers and subcontractors (collectively, “Tenant’s Agents”) ’ use or occupancy of the Premises, (b) a breach or default by Tenant in the performance of any of its obligations hereunder, including, without limitation, tenant’s failure to perform any of its obligations in Sections 9.6 and 18.1, (c) any events which were caused as a result of Tenant’s use of non-union labor for the performance of the Tenant Improvements or any of the Tenant’s Alterations, in each case (d(a)-(c)) any determination by a Governmental Authority that the Premises during the Term, the Tenant Improvements or any of Tenant’s Alterations at any time, fails or failed to comply with the ADA, and (e) any and all cost or liability for compensation claimed by any other broker or agent, other than the Brokers, employed or engaged by Tenant or claiming to have been employed or engaged by Tenant, except to the extent caused by Landlord’s Parties’ negligence or willful misconduct. Subject to Sections 23.7 and 28.2 and any subrogation provisions contained in the Work Letter, Landlord agrees to indemnify, save, defend (at Tenant’s option and with counsel reasonably acceptable to Tenant) and hold Tenant and its owners, directors, affiliates, employees, agents and contractors (collectively, “Tenant Indemnitees”) harmless from and against any and all Claims arising from injury or death to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project to the extent arising out of (a) Landlord’s gross negligence or willful misconduct or gross negligence(b) a breach or default by Landlord in the performance of any of its obligations hereunder.

Indemnification and Exculpation. 20.1. (a) Except as otherwise provided in Section 7.07(b), Tenant agrees to shall indemnify, defend defend, protect and save hold free and harmless Landlord harmless and Landlord’s partners, subpartners, members, parent organizations, affiliates, subsidiaries, principal shareholders and other constituent entities, and their respective officers, directors, servants, employees, agents, independent contractors and representatives, beneficiaries, agents and any ground lessor or lender with a lien on the Building (collectively, “Landlord Parties”) from and against any and all demandsliability, claims, liabilitiesloss, lossesdamages, causes of action (whether in tort or contract, law or equity, or otherwise), costs, expenses, actionscharges, causes of actionassessments, damages or judgmentsfines, and all reasonable expenses (includingpenalties of any kind, including without limitation, reasonable attorneys’, experts’ feesand arbitrators’ fees and costs and court costs (collectively “Indemnified Loss”), charges and disbursementsarising or resulting, or which is claimed to have arisen or resulted from, (i) incurred in investigating or resisting the same (collectivelyany cause in, “Claims”) arising from (a) injury or death to any person or injury to any property occurring within on or about the Premises arising directly Premises, (ii) any acts, omissions or indirectly out negligence of Tenant’s , its partners, subpartners, members, parent organizations, affiliates, subsidiaries, principal shareholders, other constituent entities or any other person or entity claiming by, through or under Tenant, or any of Tenant’s their respective officers, directors, servants, employees, agents, and independent contractors, licensees, invitees, customers and subcontractors visitors or guests (collectively, “Tenant’s AgentsTenant Parties”), in, on or about the Premises or the Project, and (iii) use or occupancy of the Premises, (b) a any breach or default by Tenant in the timely observance or performance of any obligation on Tenant’s part to be observed or performed under this Lease. Notwithstanding the foregoing, Tenant’s indemnity contained in Section 7.07(a) above shall not apply to Indemnified Loss arising or resulting from the gross negligence or willful misconduct of its obligations hereunder, including, without limitation, tenant’s failure to perform any of its obligations in Sections 9.6 and 18.1, (c) any of the Tenant Improvements Landlord or any of the Tenant’s Alterations, (d) any determination by a Governmental Authority that the Premises during the Term, the Tenant Improvements or any of Tenant’s Alterations at any time, fails or failed to comply with the ADA, and (e) any and all cost or liability for compensation claimed by any other broker or agent, other than the Brokers, employed or engaged by Tenant or claiming to have been employed or engaged by Tenant, except to the extent caused by Landlord’s Landlord Parties’ willful misconduct or gross negligence.

Indemnification and Exculpation. 20.1. (a) Except as otherwise provided in Section 7.6, Tenant agrees to shall indemnify, defend defend, protect and save hold Landlord and Landlord’s agents, advisors, employees, partners, members, shareholders, directors free and harmless from and against any and all demandsliability, claims, liabilitiesloss, lossesdamages, costscauses of action (whether in tort or contract, law or equity, or otherwise), expenses, actionscharges, causes of actionassessments, damages or judgmentsfines, and all reasonable expenses (penalties of any kind, including, without limitation, reasonable attorneys’ fees, charges expert witness fees and disbursements) incurred in investigating or resisting the same costs (collectively, “Claims”) ), arising from (a) by reason of the death or injury or death to of any person, including any person who is an employee, agent, invitee, licensee, permittee, visitor, guest or injury contractor of Tenant, or by reason of damage to or destruction of any property, including property occurring within owned by Tenant or by any person who is an employee, agent, invitee, permittee, visitor, or contractor of Tenant, to the extent caused (1) while that person or property is in or about the Premises; (2) by some condition of the Premises; (3) by some negligent act or omission by Tenant or its agent, employee, licensee, invitee, guest, visitor or contractor or any person in, adjacent, on, or about the Premises with the permission, consent or sufferance of Tenant; (4) by any matter connected to or arising directly or indirectly out of Tenant’s or any of Tenant’s officers, employees, agents, contractors, invitees, customers occupation and subcontractors (collectively, “Tenant’s Agents”) use or occupancy of the Premises, ; or (b5) a by any breach or default by Tenant in the timely observance or performance of any of its obligations hereunder, including, without limitation, tenant’s failure to perform any of its obligations in Sections 9.6 and 18.1, (c) any of the Tenant Improvements or any of the obligation on Tenant’s Alterationspart to be observed or performed under this Lease; provided that, (d) in no event shall Tenant be required to indemnify Landlord or Landlord’s Parties with respect to any determination by a Governmental Authority that the Premises during the Term, the Tenant Improvements or any of Tenant’s Alterations at any time, fails or failed to comply with the ADA, and (e) any and all cost or liability for compensation claimed by any other broker or agent, other than the Brokers, employed or engaged by Tenant or claiming to have been employed or engaged by Tenant, except Claim to the extent caused by the negligence or willful misconduct of Landlord or any of Landlord’s Parties’ willful misconduct Parties or gross negligenceany breach or default in timely observance or performance of any obligation on Landlord’s part to be observed or performed under this Lease.

Indemnification and Exculpation. 20.1(a) Tenant's Indemnification of landlord. Tenant agrees to shall be liable for, ------------------------------------ and shall indemnify, protect, defend and save hold harmless Landlord harmless and Landlord's partners, officers, directors, members, employees, agents, successors and assigns (collectively, "Landlord Indemnified Parties"), from and against against, any and all demands, claims, liabilitiesdamages, lossesjudgments, costs, expenses, actionssuits, causes of action, damages or judgmentslosses, liabilities and all reasonable expenses (includingexpenses, without limitation, including reasonable attorneys’ fees, charges ' fees and disbursements) incurred in investigating or resisting the same court costs (collectively, “"Indemnified Claims”"), arising or resulting from: (i) arising from (a) injury any act or death to any person or injury to any property occurring within or about the Premises arising directly or indirectly out omission of Tenant’s Tenant or any of Tenant’s officers's agents, employees, agents, contractors, inviteessubtenants, customers and subcontractors assignees, licensees or invitees (collectively, “Tenant’s Agents”"Tenant Parties"); (ii) the use or occupancy of the Premises and conduct of Tenant's business by Tenant or any Tenant Parties, or any other activity, work or thing done, permitted or suffered by Tenant or any Tenant Parties, in or about the Premises, ; and/or (biii) a breach or any default by Tenant in the performance of any obligations on Tenant's part to be performed under the terms of its obligations hereunder, including, without limitation, tenant’s failure to perform this Lease. In case any of its obligations in Sections 9.6 and 18.1, (c) any of the Tenant Improvements action or proceeding is brought against Landlord or any Landlord Indemnified Parties by reason of the Tenant’s Alterationsany such Indemnified Claims, (d) any determination by a Governmental Authority that the Premises during the Term, the Tenant Improvements or any of Tenant’s Alterations at any time, fails or failed to comply with the ADA, and (e) any and all cost or liability for compensation claimed by any other broker or agent, other than the Brokers, employed or engaged by Tenant or claiming to have been employed or engaged by Tenant, except to upon notice from Landlord, shall defend the extent caused same at Tenant's expense by counsel approved in writing by Landlord’s Parties’ willful misconduct or gross negligence, which approval Landlord shall not unreasonably withhold.

Indemnification and Exculpation. 20.1. 27.1 To the maximum extent permitted by applicable law, and without regard to the existence of any insurance provided for herein or the policy limits of any such insurance, Tenant agrees to shall protect, indemnify, defend defend, and save harmless Landlord, its affiliates, the entities listed in Exhibit E, and any lender, mortgagee, ground lessor, master landlord, beneficiary, historic or other tax credit investor or other financing source, and their respective directors, officers, shareholders, members, managers, partners, agents, employees, representatives, successors and assigns and other entities designated by Landlord harmless from as additional insureds (collectively, the “Landlord Indemnitees”) for, from, against, and against regarding any and all demands, claims, suits, proceedings, actions, liabilities, expenses, losses, costs, expensesdeficiencies, actionsfines, causes penalties, judgments or damages (including consequential or punitive damages) of action, damages any kind or judgments, nature and all reasonable expenses (including, without limitation, reasonable attorneys’ fees, charges fees and disbursements) incurred in investigating or resisting the same expenses (collectively, “Claims”) ), on account of any matter or thing, action, or failure to act arising from (a) injury out of or death to any person or injury to any property occurring within or about in connection with this Lease, the Premises arising directly or indirectly out the operations of Tenant’s or Tenant on any of Tenant’s officers, employees, agents, contractors, invitees, customers and subcontractors (collectively, “Tenant’s Agents”) use or occupancy portion of the Premises, (b) a breach including damage to other tenants’ premises or default by Tenant property occurring on or after the Commencement Date. Notwithstanding anything in this Lease to the performance of any of its obligations hereundercontrary, including, without limitation, tenant’s failure to perform any of its obligations in Sections 9.6 and 18.1, (c) any of the Tenant Improvements or any of the Tenant’s Alterations, (d) any determination by a Governmental Authority that the Premises during the Term, the Tenant Improvements or any of Tenant’s Alterations at any time, fails or failed to comply with the ADAindemnification obligations under this Lease shall include, and (e) extend to, any and all cost Claims regardless of whether the possibility of any such Claims has been disclosed to Tenant in advance or liability for compensation claimed by whether the possibility of any other broker or agent, other than the Brokers, employed or engaged such Claims could have been reasonably foreseen by Tenant but shall not include or claiming extend to have been employed or engaged by Tenant, except any Claims to the extent caused by Landlord’s Parties’ those Claims are attributable to the gross negligence or willful misconduct or gross negligenceof Landlord.

Indemnification and Exculpation. 20.1. Tenant agrees to Subtenant will indemnify, defend and hold ------------------------------- and save Landlord HEW&M and Master Landlord, their affiliates and managing agent and their respective employees, officers, directors, shareholders, partners and agents (each an "Indemnitee") harmless from and against any and all demandsfines, claims, liabilitiessuits, losses, costs, expenses, liabilities, claims, demands, actions, causes of action, damages or judgments, and all reasonable expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred in investigating or resisting the same judgments (collectively, “Claims”"Liabilities") suffered by, recovered from or asserted against the Indemnitee, of every kind and character, to the extent arising out of or caused by any breach, violation or nonperformance by Subtenant of any provision of this Sublease, and from (a) injury injury, death or death damage to any person or injury property to any property occurring within or about the Premises extent arising directly or indirectly out of Tenant’s or caused by any of Tenant’s officersact, omission, negligence or misconduct by Subtenant or Subtenant's employees, agents, contractors, invitees, customers and subcontractors contractors or invitees (collectively, “Tenant’s "Subtenant's Agents”) "), or in any other way from Subtenant's or Subtenant's Agents' occupancy or use or occupancy of the PremisesPremises or the Building. If any such proceeding is brought against an Indemnitee, (b) Subtenant will retain counsel reasonably satisfactory to HEW&M to defend the Indemnitee at Subtenant's sole cost and expense. All such costs and expenses, including attorneys' fees and court costs, shall be a breach demand obligation owing by Subtenant to HEW&M. Subtenant's obligations under this Paragraph 12 shall survive the expiration or default by Tenant in the performance of any of its obligations hereunder, including, without limitation, tenant’s failure to perform any of its obligations in Sections 9.6 and 18.1, (c) any earlier termination of the Tenant Improvements or any Term of the Tenant’s Alterations, (d) any determination by a Governmental Authority that the Premises during the Term, the Tenant Improvements or any of Tenant’s Alterations at any time, fails or failed to comply with the ADA, and (e) any and all cost or liability for compensation claimed by any other broker or agent, other than the Brokers, employed or engaged by Tenant or claiming to have been employed or engaged by Tenant, except to the extent caused by Landlord’s Parties’ willful misconduct or gross negligencethis Sublease.