Common use of LIMITATION OF LIABILITY AND INDEMNITY Clause in Contracts

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord or its Indemnitees (defined below) or, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant agrees to protect, defend (with counsel reasonably acceptable to Sublandlord) and hold Sublandlord and Sublandlord's lenders, partners, members, property management company, agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein), successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Representatives") use of the Premises, Security System, and other portions of the Project, (ii) the conduct of Subtenant's business at the Premises (iii) any activity, work or thing done, permitted or suffered by Subtenant in or about the Premises, (iv the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of Subtenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) Subtenant's failure to perform any covenant or obligation of Subtenant under this Sublease. Subtenant agrees that the obligations of Subtenant herein shall survive the expiration or earlier termination of this Sublease.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the active gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and SublandlordLandlord's lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, shareholders, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirsshareholders, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costsclaims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) SubtenantTenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenantor Tenant's Representatives") ' use of the Premises, Security System, and other portions of Building and/or the ProjectPark, (ii) the conduct of SubtenantTenant's business at the Premises business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv iv) in any way connected with the Premises, Security System, the Alterations Premises or with the Subtenant's improvements or personal property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, SubtenantTenant's employeesRepresentatives, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) SubtenantTenant's failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, the Building or the Park, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Building and/or the Park. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the Building.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and SublandlordLandlord's lenders, partnerslender(s), members, property management company, agents, directors, officerspartners, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein), successors and assigns and each of their respective partners, members, directors, heirs, employees, legal representatives, agents, contractors, heirs, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costsclaims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) SubtenantTenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenantor Tenant's Representatives") ' use of the Premises, Security System, and other portions of Buildings and/or the ProjectPark, (ii) the conduct failure by Tenant to perform its obligations under this Lease or any breach on the part of Subtenant's business at Tenant of any of the Premises provisions of this Lease, or (iii) the conduct of Tenant's business, or from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, SubtenantTenant's employeesRepresentatives, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) Subtenant's failure to perform any covenant or obligation of Subtenant under this Sublease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. Except to the extent of damage resulting from the negligence or willful misconduct of Landlord or its authorized representatives, Landlord shall not be liable to Tenant for any loss or damage to Tenant or Tenant's property, for any injury to or loss of Tenant's business or for any damage or injury to any person from any cause whatsoever, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Buildings and/or the Park. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or, subject to the provisions of Section 5 above, for any latent defect in the Premises or the Buildings. To the fullest extent permitted by law and except to the extent of damage resulting from the negligence or willful misconduct of Landlord or its authorized representatives, Tenant agrees that neither Landlord nor any of Landlord's lender(s), members, partners, employees, representatives, legal representatives, successors and assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, the Buildings or the Park. Except to the extent of damage resulting from the negligence or willful misconduct of Tenant or any of Tenant's Representatives, Landlord agrees to protect, defend (with counsel acceptable to Tenant) and hold Tenant and Tenant's employees and representatives (collectively, the "Tenant Indemnitees") harmless and indemnify the Tenant Indemnitees from and against all liabilities, damages, claims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) resulting from Landlord's or its authorized agents' negligence or willful misconduct. Landlord agrees that the obligations of Landlord herein shall survive the expiration or earlier termination of this Lease.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and SublandlordLandlord's lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) SubtenantTenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenantor Tenant's Representatives") ' use of the Premises, Security System, Premises and other portions of the Project, (ii) the conduct of SubtenantTenant's business at the Premises business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv iv) in any way connected with the Premises, Security System, the Alterations or with the SubtenantTenant's property (whether leased or owned or held in bailment) Property therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, SubtenantTenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' Representatives or third party persons, and/or (v) SubtenantTenant's failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. Except to the extent of damage resulting from the gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises or any other portion of the Project, including, but not limited to, any acts, errors or omissions of any other tenants or occupants of the Project. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage Claims (defined below) resulting from the sole active gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and Sublandlord's Landlord’s lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, successors and assigns and each of their respective partners, members, directors, heirsofficers, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) which are brought by third parties (collectively, "“Claims"”) arising from or in any way related to, directly Table of Contents or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Tenant’s or Tenant’s Representatives") ’ use of the Premises, Security System, Premises and other portions of the Project, (ii) the conduct of Subtenant's business at the Premises Tenant’s business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of Subtenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (viv) Subtenant's Tenant’s failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. Except to the extent of Claims resulting from the sole active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises or any other portion of the Project, including, but not limited to, any acts, errors or omissions of any other tenants or occupants of the Project. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Notwithstanding the provisions of this Section 13 above to the contrary, Tenant’s indemnity of Landlord and the Indemnitees shall not apply to: (i) any claims to the extent resulting from the gross negligence or willful misconduct of the Indemnitees and not insured or required to be insured by Tenant under this Lease (collectively, the “Excluded Claims”); or (ii) any loss of or damage to Landlord’s property to the extent Landlord has waived such loss or damage pursuant to Section 12.5 above. In addition, Landlord shall indemnify, defend, protect and hold Tenant harmless from all such Excluded Claims, except for (A) any loss or damage to Tenant’s property to the extent Tenant has waived such loss or damage pursuant to Section 12.5 above, and (B) any lost profits, loss of business or other consequential damages.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord or its Indemnitees (defined below) or, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protectsave, defend (with counsel reasonably acceptable to Sublandlord) and hold Sublandlord Landlord harmless and Sublandlordindemnify Landlord, and Landlord's lenders, partners, members, property management companyemployees, agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein), successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including litigation) by reason of injury to person or property, from whatever cause, while in or on the enforcement of this provision) (collectivelyPremises, "Claims") arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Representatives") use of connected with the Premises, Security System, and other portions of with the Project, (ii) the conduct of Subtenant's business at the Premises (iii) any activity, work or thing done, permitted or suffered by Subtenant in or about the Premises, (iv the Premises, Security System, the Alterations improvements or with the Subtenant's personal property (whether leased or owned or held in bailment) therein, including, but not limited to, including any liability for injury to person or property of SubtenantTenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' its agents or employees or third party persons; provided, and/or (v) Subtenanthowever, Landlord shall be liable only for property damage and bodily injury resulting from the negligent acts or omissions of Landlord, or any of its partners, employees, agents or contractors. Tenant's failure to perform any covenant or obligation of Subtenant obligations under this SubleaseSection 13 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 (a) any injury or damage resulting from Tenant's use of the Premises in connection with Tenant's Operations, and (b) any Release of any Hazardous Materials in or about the Premises, the Building and/or the Land, to the extent the Release is caused or permitted by Tenant, or any of its agents, employees, contractors, subcontractors and/or invitees. Subtenant agrees that the Tenant's indemnity obligations of Subtenant herein under this Section 13 shall survive the expiration or earlier termination of this SubleaseLease. 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.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of for damage resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) oremployees, Sublandlord's material default of agents, contractors, and other authorized representatives and subject to the provisions of this Sublease beyond any applicable cure periodSection 11.6, Subtenant agrees to Tenant shall protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and Sublandlord's lendersLandlord’s Mortgagees, partners, members, property management companyemployees, agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein), successors and assigns and each of their respective partners, members, directors, heirs, employees, legal representatives, agents, contractors, heirs, successors and assigns (collectively, the "“Landlord Indemnitees"”) harmless and indemnify the Landlord Indemnitees from and against all liabilities, damages, demands, penalties, costsclaims, losses, judgments, charges and expenses (including reasonable attorneys' attorney fees, court costs of court and expenses necessary incurred in the prosecution consulting about, negotiating, prosecuting or defense of defending any litigation claim, including the enforcement of this provision) (collectively, "“Claims"”) arising from or in any way related to, directly or indirectly, but only to the extent such claim would not be covered by insurance Landlord maintains or that this Lease obligates Landlord to maintain: (i) Subtenant's and Subtenant's injury to or death of persons or damage to property or business loss occurring or resulting directly or indirectly from any occurrence in the Premises, regardless of whether the Landlord Indemnitees are or are claimed to be responsible for such injury, death, or damage; (ii) work or labor performed, or for materials or supplies furnished to or at the request of Tenant in connection with performance of any work done for the account of Tenant at the Property; (iii) any breach by Tenant of this Lease; and/or (iv) the negligence or willful misconduct of Tenant or any Tenant Party. Except for damage resulting from the willful misconduct of Landlord or its employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Representatives") use of the Premises, Security Systemcontractors, and other portions authorized representatives, Landlord shall not be liable to Tenant for any loss or damage to any Tenant Party’s property, for any injury to or loss of the ProjectTenant’s business, (ii) the conduct of Subtenant's business at the Premises (iii) or for any activity, work damage or thing done, permitted or suffered by Subtenant in or about the Premises, (iv the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) thereininjury to any person from any cause whatsoever, including, but not limited to, any liability acts, errors or omissions by or on behalf of any other tenants or occupants of the Property. Landlord and its authorized representatives shall not be liable for injury any interference with light or air, or for any latent defect in the Premises. Except for damage resulting from the willful misconduct of any Tenant Party and subject to person or property the provisions of SubtenantSection 11.6, Subtenant's Landlord shall protect, defend (with counsel acceptable to Tenant) and hold Tenant and Tenant’s partner’s, employees, directors, officers, agents, partnersrepresentatives, memberslegal representatives, lenderssuccessors and assigns (collectively, suppliersthe “Tenant Indemnitees”) harmless and indemnify the Tenant Indemnitees from and against all Claims arising from or in any way related to, shippersdirectly or indirectly, but only to the extent such claim would not be covered by insurance Tenant maintains or that this Lease obligates Tenant to maintain: (i) injury to or death of persons or damage to property or business loss occurring or resulting directly or indirectly from any occurrence in any part of the Property other than the Premises, regardless of whether the Tenant Indemnitees are or are claimed to be responsible for such injury, death, or damage; (ii) any breach by Landlord of this Lease; and/or (iii) the negligence or willful misconduct of Landlord or its employees, agents, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) Subtenant's failure to perform any covenant or obligation of Subtenant under this Sublease. Subtenant agrees that the obligations of Subtenant herein shall survive the expiration or earlier termination of this Subleaseother authorized representatives.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the die sole active gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and SublandlordLandlord's lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, shareholders, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirsshareholders, successors and assigns (collectively, the "IndemniteesIndemnitecs") harmless and indemnify the Indemnitees Indcrnnitccs from and against all liabilities, damages, demands, penalties, costsclaims, losses, judgments, judgments@ charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) SubtenantTenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenantor Tenant's Representatives") ' use of the Premises, Security System, and other portions of Building and/or the ProjectPark, (ii) the conduct of SubtenantTenant's business at the Premises business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv the Premises, Security System, the Alterations iv) in any way connected with die Premises or with the Subtenant's improvements or personal property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, SubtenantTenant's employeesRepresentatives, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) Subtenant's TcnanCs failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseNs Lease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination tcnnination of this SubleaseLease. Except to the extent of damage resulting from the sole active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lcnder(s), partners, members, employers, representatives, legal representatives, successors or assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, the Building or the Park, including, but not limited to, any acts, errors or om@issions by or on behalf of any other tenants or occupants of the Building and/or the Park. Tenant shall not, in any event or circumstance, be pcnnittcd to offset or othcrwIsc: credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the Building.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage Claims (defined below) resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and Sublandlord's Landlord’s lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, successors and assigns and each of their respective partners, members, directors, heirsofficers, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "“Claims"”) arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Tenant’s or Tenant’s Representatives") ’ use of the Premises, Security System, Premises and other portions of the Project, (ii) the conduct of Subtenant's business at the Premises Tenant’s business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of Subtenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (viv) Subtenant's Tenant’s failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. Except to the extent of Claims resulting from the gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises or any other portion of the Project, including, but not limited to, any acts, errors or omissions of any other tenants or occupants of the Project. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure periodagents, Subtenant employees, contractors, licensees or invitees, Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and Sublandlord's Landlord’s lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, shareholders, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirsshareholders, successors and assigns (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costsclaims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Tenant’s or Tenant’s Representatives") ’ use of the Premises, Security System, and other portions of Building and/or the ProjectPark, (ii) the conduct of Subtenant's business at the Premises Tenant’s business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv iv) in any way connected with the Premises, Security System, the Alterations Premises or with the Subtenant's improvements or personal property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, Subtenant's employeesTenant’s Representatives, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) Subtenant's Tenant’s negligence or willful misconduct, and/or (vi) Tenant’s failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. Except to the extent of damage resulting from the negligence or willful misconduct of Landlord or its authorized representatives, agents, employees, contractors, licensees or invitees, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord’s lender(s), partners, members, employees, representatives, legal representatives, successors or assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, the Building or the Park, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Building and/or the Park. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the Building.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and SublandlordLandlord's lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein), successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "Landlord's Indemnitees") harmless and indemnify the Landlord's Indemnitees from and against all liabilities, damages, demands, penalties, costsclaims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) SubtenantTenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenantor Tenant's Representatives") ' use of the Premises, Security System, and other portions of the Project, (ii) the conduct of SubtenantTenant's business at the Premises business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailmentiv) therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, SubtenantTenant's employeesRepresentatives, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) SubtenantTenant's failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. Landlord agrees to protect, defend (with counsel reasonably acceptable to Tenant) and hold Tenant and Tenant's lenders, partners, members, agents, directors, officers, employees, representatives, shareholders, successors and assigns and each of their respective lenders, partners, members, agents, directors, officers, employees, representatives, shareholders, successors and assigns (collectively, the "Tenant's Indemnitees") harmless and indemnify the Tenant's Indemnitees from and against all liabilities, damages, claims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) arising from (i) Landlord's gross negligence or willful misconduct, or (ii) Landlord's breach (after any applicable cure periods) of its obligations to pay Taxes, and/or its obligations under Sections 12.2 and 12.3 herein. Landlord agrees that the obligations of Landlord herein shall survive the expiration or earlier termination of this Lease. Except as otherwise set forth in Section 42 below, Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage Claims (defined below) resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees agents, employees, contractors, property management company or other authorized representatives (defined below) or“Landlord’s Representatives”), Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and Sublandlord's Landlord’s lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein), successors employees and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns representatives (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any third party litigation including the enforcement of this provision) (collectively, "“Claims"”) arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Tenant’s or Tenant’s Representatives") ’ use of the Premises, Security System, Premises and other portions of the Project, (ii) the conduct of Subtenant's business at the Premises Tenants business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of Subtenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (viv) Subtenant's Tenant’s failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. Except to the extent of Claims resulting from the sole active negligence or willful misconduct of Landlord or Landlord’s Representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises or any other portion of the Project, including, but not limited to, any acts, errors or omissions of any other tenants or occupants of the Project. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Notwithstanding any provision to the contrary contained in this Lease, at no time shall Landlord be responsible or liable to the Tenant for any lost profits, lost economic opportunities or any form of consequential damage as the result of any actual or alleged breach by Landlord of its obligations under this Lease. Notwithstanding any provision to the contrary contained in this Lease, except with respect to Tenant’s obligations pursuant to Sections 20 (“Holding Over”) and 27 (“Environmental Matters/Hazardous Materials”) of this Lease, at no time shall Tenant be responsible or liable to the Landlord for any lost profits or lost economic opportunities or punitive damages as the result of any actual or alleged breach by Tenant of its obligations under this Lease, provided that in no event shall Landlord be precluded from exercising Its remedies under Section 19 of this Lease.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the sole active gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and SublandlordLandlord's lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, shareholders, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirsshareholders, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costsclaims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) SubtenantTenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenantor Tenant's Representatives") ' use of the Premises, Security System, and other portions of Buildings and/or the ProjectPark, (ii) the conduct of SubtenantTenant's business at the Premises business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv iv) in any way connected with the Premises, Security System, the Alterations Premises or with the Subtenant's improvements or personal property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, SubtenantTenant's employeesRepresentatives, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) SubtenantTenant's failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. Except to the extent of damage resulting from the sole active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, the Buildings or the Park, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Buildings and/or the Park. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the Buildings.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and Sublandlord's Landlord’s lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "“Claims"”) arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Tenant’s or Tenant’s Representatives") ’ use of the Premises, Security System, Premises and other portions of the Project, (ii) the conduct of Subtenant's business at the Premises Tenant’s business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv iv) in any way connected with the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) Tenant’s Property therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' Tenant’s Representatives or third party persons, and/or (v) Subtenant's Tenant’s failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease; provided, Tenant shall not be liable to Landlord for any repair and rebuilding costs incurred by Landlord due to damage or destruction caused by Tenant (except Tenant’s Share of any deductible) unless such damage or destruction was caused by the intentional acts or omissions of Tenant. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. Except to the extent caused by the gross negligence or willful misconduct of Landlord, neither Landlord nor any of the Indemnitees shall be liable for and Tenant waives any claims against Landlord and the Indemnitees for injury or damage to the person or the property of Tenant, Tenant’s employees, contractors, invitees, customers or any other person in or about the Premises, Building or Project from any cause whatsoever, including, but not limited to, damage or injury which is caused by or results from (i) fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, heating, ventilating, air conditioning or lighting fixtures or (ii) from the condition of the Premises, other portions of the Building or Project. Landlord shall not be liable for any damages arising from any act or neglect of any other tenants of Landlord or any subtenant or assignee of such other tenants nor from the failure by Landlord to enforce the provisions of any other lease in the Project. Notwithstanding Landlord’s negligence, gross negligence, or breach of this Lease, Landlord shall under no circumstances be liable for (a) injury to Tenant’s business, for any loss of income or profit therefrom or any indirect consequential or punitive damages or (b) any damage to property or injury to persons arising from strikes, lockouts, labor disputes, acts of God, including without limitation, earthquakes, inability to obtain services, labor, or materials or reasonable substitutes therefor, governmental actions or civil commotions. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the Building.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage ------------------------------------- resulting from the active gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to Sublandlordlandlord) and hold Sublandlord Landlord and SublandlordLandlord's lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, shareholders, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirsshareholders, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costsclaims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) SubtenantTenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenantor Tenant's Representatives") ' use of the Premises, Security System, and other portions of Building and/or the ProjectPark, (ii) the conduct of SubtenantTenant's business at the Premises business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv iv) in any way connected with the Premises, Security System, the Alterations Premises or with the Subtenant's improvements or personal property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, SubtenantTenant's employeesRepresentatives, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) SubtenantTenant's failure to perform any covenant or obligation of Subtenant Tenant under this Sublease. Subtenant Lease Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, the Building or the Park, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Building and/or the Park. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the Building.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the sole active gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and SublandlordLandlord's lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, shareholders, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirsshareholders, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costsclaims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) SubtenantTenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenantor Tenant's Representatives") ' use of the Premises, Security System, and other portions of Building and/or the ProjectPark, (ii) the time conduct of SubtenantTenant's business at the Premises business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv iv) in any way connected with the Premises, Security System, the Alterations Premises or with the Subtenant's improvements or personal property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, SubtenantTenant's employeesRepresentatives, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) SubtenantTenant's failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. Except to the extent of damage resulting from the sole active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, the Building or the Park, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Building and/or the Park. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the Building.

LIMITATION OF LIABILITY AND INDEMNITY. (a) 13.1 Except to the extent of damage resulting from the gross violation of Laws by Landlord, negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees Landlord’s authorized employees, representatives, agents, licensees or contractors (defined below) orcollectively, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period“Landlord’s Representatives”), Subtenant Tenant, agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and Sublandlord's Landlord’s lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "“Landlord Indemnitees"”) harmless and indemnify the Landlord Indemnitees from and against all third-party liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "“Claims"”) arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Tenant’s or Tenant’s Representatives") ’ use of the Premises, Security System, Premises and other portions of the Project, (ii) the conduct of Subtenant's business at the Premises Tenant’s business, (iii) from any activity, work or thing done, done or permitted or suffered by Subtenant Tenant in or about the Premises, (iv the Premises, Security System, the Alterations or iv) in any way connected with the Subtenant's property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of Subtenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party personsTenant’s Property, and/or (v) Subtenant's Tenant’s failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. [Any sums payable by Tenant pursuant to this Section that accrue prior to the date that the Maximum Guarantee Test has been made shall be paid by Tenant to Landlord within thirty (30) days after the date that the Maximum Guarantee Test has been met.]

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage Claims resulting from the active gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default agents, employees, contractors, licensees or invitees, or Landlord’s breach of this Lease and subject to the provisions of this Sublease beyond any applicable cure periodSection 12.5, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and Sublandlord's Landlord’s lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "“Claims"”) arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Tenant’s or Tenant’s Representatives") ’ use of the Premises, Security System, and other portions of the Project, (ii) the conduct of Subtenant's business at the Premises Tenant’s business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of Subtenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (viv) Subtenant's Tenant’s failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. Except to the extent of Claims resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, agents, employees, contractors, licensees or invitees, or Landlord’s breach of this Lease, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the sole active gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and Sublandlord's Landlord’s lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "“Claims"”) arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Tenant’s or Tenant’s Representatives") ’ use of the Premises, Security System, and other portions of the ProjectPremises , (ii) the conduct of Subtenant's business at the Premises Tenant’s business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv iv) in any way connected with the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) Tenant’s Property therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' Tenant’s Representatives or third party persons, and/or (v) Subtenant's Tenant’s failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. Except to the extent of damage resulting from the sole active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder except to the extent of any judgment obtained by Tenant that is not satisfied by Landlord within sixty (60) days after Landlord’s receipt of written notice from Tenant requesting satisfaction of such judgment. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from caused by the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) oragents or employees, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and Sublandlord's Landlord’s lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein), successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "“Landlord’s Indemnitees"”) harmless and indemnify the Landlord’s Indemnitees from and against all liabilities, damages, demands, penalties, costsclaims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from Tenant’s gross negligence or willful misconduct, which in any way are related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Tenant’s or Tenant’s Representatives") ’ use of the Premises, Security System, and other portions of the Project, (ii) the conduct of Subtenant's business at the Premises Tenant’s business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailmentiv) therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, Subtenant's employeesTenant’s Representatives, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) Subtenant's Tenant’s failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease and arising from. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. This provision restricts or limits in no way the indemnification of Tenant by Landlord in Sect. 27.3. Except to the extent caused by the gross negligence or willful misconduct of Tenant or its agents or employees, Landlord agrees to protect, defend (with counsel reasonably acceptable to Tenant) and hold Tenant and Tenant’s lenders, partners, members, agents, directors, officers, employees, representatives, shareholders, successors and assigns and each of their respective lenders, partners, members, agents, directors, officers, employees, representatives, shareholders, successors and assigns (collectively, the “Tenant’s Indemnitees”) harmless and indemnify the Tenant’s indemnitees from and against all liabilities, damages, claims, losses, judgments, charges and expenses (including reasonable attorneys’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) arising from Landlord’s gross negligence or willful misconduct. Landlord agrees that the obligations of Landlord herein shall survive the expiration or earlier termination of this Lease. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. This provision restricts or limits in no way the indemnification of Landlord by Tenant in Sect. 27.3. Lease Agreement dated December 16, 2002.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and SublandlordLandlord's lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) SubtenantTenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenantor Tenant's Representatives") ' use of the Premises, Security System, Premises and other portions of the Project, (ii) the conduct of SubtenantTenant's business at the Premises business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv iv) in any way connected with the Premises, Security System, the Alterations or with the SubtenantTenant's property (whether leased or owned or held in bailment) Property therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, SubtenantTenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' Representatives or third party persons, and/or (v) SubtenantTenant's failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. Except to the extent of damage resulting from the gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises or any other portion of the Project, including, but not limited to, any acts, errors or omissions of any other tenants or occupants of the Project. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the Building.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the sole active gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and SublandlordLandlord's lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, shareholder, successors and assigns and each of their respective partnerspartner, members, directors, heirs, employees, representatives, agents, contractors, heirsshareholders, successors successors, and assigns (collectively, the "IndemniteesIndemnities") harmless and indemnify the Indemnitees Indemnities from and against all liabilities, damages, demands, penalties, costsclaims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs cost of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) SubtenantTenant's and Subtenantor Tenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Representatives") Representatives use of the Premises, Security System, Building and other portions of /or the ProjectPark, (ii) the conduct of SubtenantTenant's business at the Premises business, (iii) from any activity, work or thing done, permitted or to suffered by Subtenant Tenant in or about the Premises, (iv iv) in any way connected with the Premises, Security System, the Alterations Premises or with the Subtenant's improvements or personal property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, SubtenantTenant's employeesRepresentative, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party personsperson, and/or (v) SubtenantTenant's failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenants herein shall survive the expiration or earlier termination of this SubleaseLease. Except to the extent of damage resulting from the sole active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenants agrees that neither Landlord nor any of Landlord's lender(s), partner, members, employees, representatives, legal representatives, successors or assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever, who may at any time be using, occupying or visiting the Premises, the Building or the Park, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Building and/or the Park. Tenants shall not in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the Building.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and Sublandlord's Landlord’s lenders, partners, members, property management company, company (if other than Landlord) agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "“Claims"”) arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Tenant’s or Tenant’s Representatives") ’ use of the Premises, Security System, Premises and other portions of the Project, (ii) the conduct of Subtenant's business at the Premises Tenant’s business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv Premises or in any way connected with the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) Tenant’s Property therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' Tenant’s Representatives or third party persons, and/or (viv) Subtenant's Tenant’s failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. Except to the extent of damage resulting from the gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises or any other portion of the Project, including, but not limited to, any acts, errors or omissions of any other tenants or occupants of the Project. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the Building.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage Claims (defined below) resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and Sublandlord's Landlord’s lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein), successors and assigns and each of their respective partners, members, directors, heirs, employees, representativesofficers, agents, contractors, heirs, successors and assigns (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "“Claims"”) arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Tenant’s or Tenant’s Representatives") ’ use of the Premises, Security System, Premises and other portions of the Project, (ii) the conduct of Subtenant's business at the Premises Tenant’s business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of Subtenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (viv) Subtenant's Tenant’s failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. Except to the extent of Claims resulting from the gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises or any other portion of the Project, including, but not limited to, any acts, errors or omissions of any other tenants or occupants of the Project. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Notwithstanding any provision to the contrary contained in this Lease, at no time shall either party be responsible or liable to the other for any lost profits, lost economic opportunities or any other form of consequential damage as the result of any actual or alleged breach by such party of its obligations under this Lease, except to the extent provided in Section 20 of this Lease. In no event shall the foregoing limit, restrict or negate the Landlord’s remedies provided in Section 19 of this Lease.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the sole active gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Xxxxxx agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and SublandlordLandlord's lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) SubtenantTenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenantor Tenant's Representatives") ' use of the Premises, Security System, Premises and other portions of the Project, (ii) the conduct of SubtenantTenant's business at the Premises business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv iv) in any way connected with the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) Tenant’s Property therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, SubtenantXxxxxx's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' Representatives or third party persons, and/or (v) SubtenantTenant's failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. Except to the extent of damage resulting from the sole active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Xxxxxx agrees that neither Landlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises or any other portion of the Project, including, but not limited to, any acts, errors or omissions of any other tenants or occupants of the Project. Except to the extent of damage resulting from the sole active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Landlord shall not be liable to Tenant, and Tenant waives all claims against Landlord, for injury or death to any person, damage to any property, or loss of use of any property in any portion of the Project by and from all causes, including without limitation, any defect in any portion of the Project and/or any damage or injury resulting from fire, steam, electricity, gas, water or rain, which may leak or flow from or into any part of the Premises, or from breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, whether the damage or injury results from conditions arising upon the Premises or upon other portions of the Project or from other sources. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the Building or for the acts of any of the other tenants or occupants of the Building or Project.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from caused by the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) oragents or employees, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and Sublandlord's Landlord’s lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein), successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "“Landlord’s Indemnitees"”) harmless and indemnify the Landlord’s Indemnitees from and against all liabilities, damages, demands, penalties, costsclaims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from Tenant’s gross negligence or willful misconduct, which in any way are related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Tenant’s or Tenant’s Representatives") ’ use of the Premises, Security System, and other portions of the Project, (ii) the conduct of Subtenant's business at the Premises Tenant’s business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailmentiv) therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, Subtenant's employeesTenant’s Representatives, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) Subtenant's Tenant’s failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease and arising from. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. This provision restricts or limits in no way the indemnification of Tenant by Landlord in Sect. 27.3. Except to the extent caused by the gross negligence or willful misconduct of Tenant or its agents or employees, Landlord agrees to protect, defend (with counsel reasonably acceptable to Tenant) and hold Tenant and Tenant’s lenders, partners, members, agents, directors, officers, employees, representatives, shareholders, successors and assigns and each of their respective lenders, partners, members, agents, directors, officers, employees, representatives, shareholders, successors and assigns (collectively, the “Tenant’s Indemnitees”) harmless and indemnify the Tenant’s indemnitees from and against all liabilities, damages, claims, losses, judgments, charges and expenses (including reasonable attorneys’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) arising from Landlord’s gross negligence or willful misconduct. Landlord agrees that the obligations of Landlord herein shall survive the expiration or earlier termination of this Lease. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. This provision restricts or limits in no way the indemnification of Landlord by Tenant in Sect. 27.3.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives or as otherwise expressly set forth herein, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and Sublandlord's Landlord’s lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "“Claims"”) arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Tenant’s or Tenant’s Representatives") ’ use of the Premises, Security System, Premises and other portions of the Project, (ii) the conduct of Subtenant's business at the Premises Tenant’s business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv iv) in any way connected with the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) Tenant’s Property therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' Tenant’s Representatives or third party parry persons, and/or (v) Subtenant's Tenant’s failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Notwithstanding anything to the contrary contained in the Lease, Landlord shall not be released or indemnified from Claims arising from, directly or indirectly, the gross negligence or willful misconduct of Landlord or Landlord’s Indemnitees, Landlord’s or Landlord’s Indemnitees’ violation of any Law, order or regulation, or a breach of Landlord’s obligations under the Lease. Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. Except to the extent of damage resulting from the gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises or any other portion of the Project, including, but not limited to, any acts, errors or omissions of any other tenants or occupants of the Project. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the Building except to the extent expressly set forth in the Lease.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of for damage resulting from the gross active negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant agrees Tenaxx xxxees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and Sublandlord's lendersLandxxxx'x xender(s), partners, members, property management company, agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein), successors and assigns and each of their respective partners, members, directors, heirs, employees, legal representatives, agents, contractors, heirs, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costsclaims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) SubtenantTenant's and Subtenantor Tenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Representatives") Representatives use of the Premises, Security SystemBuilding and/or the Park, and other portions of the Project, (ii) or the conduct of SubtenantTenant's business at the Premises (iii) business, or from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv or in any way connected with the Premises, Security System, the Alterations Premises or with the Subtenant's improvements or personal property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, Subtenant's employeesTenaxx'x Xepresentatives, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) Subtenant's failure to perform any covenant or obligation of Subtenant under this Sublease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. Except for damage resulting from the active negligence or willful misconduct of Landlord or its authorized representatives, Landlord shall not be liable to Tenant for any loss or damage to Tenant or Tenant's property, for any injury to or loss of Tenaxx'x xusiness or for any damage or injury to any person from any cause whatsoever, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Building and/or the Park. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or, for any latent defect in the Premises or the Building. To the fullest extent permitted by law, Tenaxx xxxees that neither Landlord nor and of Landlord's lender(s), partners, employees, representatives, legal representatives, successors and assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, the Building or the Park.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage Claims (defined below) resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and SublandlordLandlord's lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, successors and assigns and each of their respective partners, members, directors, heirsofficers, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) SubtenantTenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenantor Tenant's Representatives") ' use of the Premises, Security System, Premises and other portions of the Project, (ii) the conduct of SubtenantTenant's business at the Premises business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of Subtenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (viv) SubtenantTenant's failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. Except to the extent of Claims resulting from the gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises or any other portion of the Project, including, but not limited to, any acts, errors or omissions of any other tenants or occupants of the Ridder Park Technology Center. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Notwithstanding any provision to the contrary contained in this Lease, at no time shall Landlord be responsible or liable to the Tenant for any lost profits or lost economic opportunities as the result of any actual or alleged breach by Landlord of its obligations under this Lease.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage Claims (defined below) resulting from the sole active gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and Sublandlord's Landlord’s lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, successors and assigns and each of their respective partners, members, directors, heirsofficers, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "“Claims"”) arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Tenant’s or Tenant’s Representatives") ’ use of the Premises, Security System, Premises and other portions of the Project, (ii) the conduct of Subtenant's business at the Premises Tenant’s business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of Subtenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (viv) Subtenant's Tenant’s failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. Except to the extent of Claims resulting from the gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises or any other portion of the Project, including, but not limited to, any acts, errors or omissions of any other tenants or occupants of the Project. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and Sublandlord's Landlord’s lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "“Indemnitees"”) harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' ’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "“Claims"”) arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Tenant’s or Tenant’s Representatives") ’ use of the Premises, Security System, Premises and other portions of the Project, (ii) the conduct of Subtenant's business at the Premises Tenant’s business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv iv) in any way connected with the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) Tenant’s Property therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' Tenant’s Representatives or third party persons, and/or (v) Subtenant's Tenant’s failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. Except to the extent of damage resulting from the gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of the Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises or any other portion of the Project, including, but not limited to, any acts, errors or omissions of any other tenants or occupants of the Project. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air or for any latent defect in the Premises or the Building.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the gross active negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees agents, employees, representatives or contractors (defined below) orcollectively, Sublandlordthe "Landlord's material default of the provisions of this Sublease beyond any applicable cure periodRepresentatives"), Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and SublandlordLandlord's lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein), successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costsclaims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) SubtenantTenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenantor Tenant's Representatives") ' use of the Premises, Security System, and other portions of Premises and/or the ProjectPark, (ii) the conduct of SubtenantTenant's business at the Premises business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailmentiv) therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, SubtenantTenant's employeesRepresentatives, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) SubtenantTenant's failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. Except to the extent of damage resulting from the active negligence or willful misconduct of Landlord or Landlord's Representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, or any of Landlord's Representatives shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Park. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage ------------------------------------- resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and SublandlordLandlord's lenderslender(s), partners, members, property management company, agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein), successors and assigns and each of their respective partners, members, directors, heirs, employees, legal representatives, agents, contractors, heirs, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costsclaims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) SubtenantTenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenantor Tenant's Representatives") ' use of the Premises, Security SystemBuilding and/or the Park, and other portions of the Project, (ii) or the conduct of SubtenantTenant's business at the Premises (iii) business, or from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv or in any way connected with the Premises, Security System, the Alterations Premises or with the Subtenant's improvements or personal property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, SubtenantTenant's employeesRepresentatives, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) Subtenant's failure to perform any covenant or obligation of Subtenant under this Sublease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. Except to the extent of damage resulting from the gross negligence or willful misconduct of Landlord or Landlord's authorized representatives, to the fullest extent permitted by Law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, trustees, employees, representatives, legal representatives, successors or assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, Building or Park. Tenant shall not, in any event or circumstances, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for damages arising by reason of any latent defect in the Premises or Building; provided, such non-liability shall not relieve Landlord of its obligation to maintain, repair and replace those items specifically described in Sections 11.2 and 11.3.

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlordwith respect to Landlord's material default of the provisions of obligations under this Sublease beyond any applicable cure periodLease, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and SublandlordLandlord's lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, shareholders, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirsshareholders, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costsclaims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) SubtenantTenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenantor Tenant's Representatives") ' use of the Premises, Security System, and other portions of the Project, Premises (ii) the conduct of SubtenantTenant's business at the Premises business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv iv) in any way connected with the Premises, Security System, the Alterations Premises or with the Subtenant's improvements or personal property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of SubtenantTenant, SubtenantTenant's employeesRepresentatives, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) SubtenantTenant's failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease, including, but not limited to repairs, replacements and maintenance described in SECTION 11 above. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this Sublease.Lease. Except to the extent of damage resulting from the negligence or willful misconduct of Landlord or its authorized representatives, with respect to Landlord's obligations under this Lease, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, including, but not limited to, any acts, errors or omissions by or on behalf of any sub-tenants or occupants of the Premises. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of

LIMITATION OF LIABILITY AND INDEMNITY. (a) Except to the extent of damage resulting from the active gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees (defined below) orauthorized representatives, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and SublandlordLandlord's lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, shareholders, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirsshareholders, successors and assigns (collectively, the "Indemnitees") harmless and indemnify indemnity the Indemnitees from and against all liabilities, damages, demands, penalties, costsclaims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) SubtenantTenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenantor Tenant's Representatives") ' use of the Premises, Security System, and other portions of Premises and/or the ProjectBuilding, (ii) the conduct of SubtenantTenant's business at the Premises business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv iv) in any way connected with the Premises, Security System, the Alterations Premises or with the Subtenant's improvements or personal property (whether leased or owned or held in bailment) therein, including, ' but not limited to, any liability for injury to person or property of SubtenantTenant, SubtenantTenant's employeesRepresentatives, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) SubtenantTenant's failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises or the Building. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder.

LIMITATION OF LIABILITY AND INDEMNITY. (a) 13.1 Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord Landlord or its Indemnitees Landlord's authorized employees, representatives, agents, licensees or contractors (defined below) orcollectively, Sublandlord"Landlord's material default of the provisions of this Sublease beyond any applicable cure periodRepresentatives"), Subtenant Tenant agrees to protect, defend (with counsel reasonably acceptable to SublandlordLandlord) and hold Sublandlord Landlord and SublandlordLandlord's lenders, partners, members, property management companycompany (if other than Landlord), agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein)contractors, successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "Landlord Indemnitees") harmless and indemnify the Landlord Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) SubtenantTenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenantor Tenant's Representatives") ' use of the Premises, Security System, Premises and other portions of the Project, (ii) the conduct of SubtenantTenant's business at the Premises business, (iii) from any activity, work or thing done, permitted or suffered by Subtenant Tenant in or about the Premises, (iv iv) in any way connected with the Premises, Security System, the Alterations or with the SubtenantTenant's property (whether leased or owned or held in bailment) Property therein, including, but not limited to, any liability for injury to person or property of Subtenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) SubtenantTenant's failure to perform any covenant or obligation of Subtenant Tenant under this SubleaseLease. Subtenant Tenant agrees that the obligations of Subtenant Tenant herein shall survive the expiration or earlier termination of this SubleaseLease.