Common use of Waiver and Indemnification Clause in Contracts

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act of Tenant.

Appears in 4 contracts

Samples: Office Lease (Nutanix, Inc.), Office Lease (Nutanix, Inc.), Office Lease (Nutanix, Inc.)

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Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any cause in, on or about the Premises, or (b) any negligence, willful misconduct or breach of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act any negligence, willful misconduct or breach of Tenantthis Lease of or by any Tenant Party.

Appears in 4 contracts

Samples: Office Lease (Soleno Therapeutics Inc), Office Lease (Poshmark, Inc.), Office Lease (Geron Corp)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by by, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act of Tenant.

Appears in 4 contracts

Samples: Office Lease (Nutanix, Inc.), Office Lease (Nutanix, Inc.), Office Lease (Nutanix, Inc.)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, the negligence or willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any negligencecause in, on or about the Premises, (b) occupancy of the Premises by, or any negligence or willful misconduct or breach of this Lease of or by of, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees invitees, or (eachc) any breach by Tenant of any representation, an “Act of Tenant”)covenant or other term contained herein, except to the extent such Claim arises from any negligence, the negligence or willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from (a) any negligence, negligence or willful misconduct or breach of this Lease of or by any Landlord Party, or (b) any breach by Landlord of any representation, covenant or other term contained herein, except to the extent such Claim arises from an Act the negligence or willful misconduct of Tenantany Tenant Party.

Appears in 3 contracts

Samples: Office Lease (Coherus BioSciences, Inc.), Office Lease (Graphon Corp/De), Office Lease (Puma Biotechnology, Inc.)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any gross negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any cause in, on or about the Premises, or (b) occupancy of the Premises by, or any negligence, willful misconduct or breach of this Lease of or by by, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”)invitees, except to the extent such Claim arises from any gross negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act of Tenant.

Appears in 3 contracts

Samples: Office Lease (Kempharm, Inc), Confidential Treatment (Navidea Biopharmaceuticals, Inc.), Office Lease (Broadvision Inc)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party (not acting as Landlord’s agent) or to apprehend any such third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any cause in, on or about the Premises, or (a) any negligence, willful misconduct or breach of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act any negligence, willful misconduct or breach of Tenantthis Lease of or by any Tenant Party.

Appears in 3 contracts

Samples: Office Lease (Mirum Pharmaceuticals, Inc.), Office Lease (Mirum Pharmaceuticals, Inc.), Office Lease (Mirum Pharmaceuticals, Inc.)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party not acting as Landlord’s agent or to apprehend any such third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any cause in, on or about the Premises, or (b) any negligence, willful misconduct or breach of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act any negligence, willful misconduct or breach of Tenantthis Lease of or by any Tenant Party.

Appears in 3 contracts

Samples: Office Lease (Graybug Vision, Inc.), Office Lease (Graybug Vision, Inc.), Office Lease (Iovance Biotherapeutics, Inc.)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, the gross negligence or willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any negligencecause in, on or about the Premises, (b) occupancy of the Premises by, or any negligence or willful misconduct or breach of this Lease of or by of, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees invitees, or (eachc) any breach by Tenant of any representation, an “Act of Tenant”)covenant or other term contained herein, except to the extent such Claim arises from any negligence, the gross negligence or willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act of Tenant.

Appears in 2 contracts

Samples: Assignment and Assumption of Lease Agreement (Ruthigen, Inc.), Office Lease (Digital Domain Media Group, Inc.)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, the gross negligence or willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any negligencecause related to Tenant in, on or about the Premises, (b) occupancy of the Premises by, or any negligence or willful misconduct or breach of this Lease of or by of, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees invitees, or (eachc) any breach by Tenant of any representation, an “Act of Tenant”)covenant or other term contained herein, except to the extent such Claim arises from any negligence, the gross negligence or willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act of Tenant.

Appears in 2 contracts

Samples: Office Lease (NeuroSigma, Inc.), Office Lease (NeuroSigma, Inc.)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, the active negligence or willful misconduct of Landlord or breach any other Landlord Party(ies) or Landlord’s contractor(s), subject, however, to the mutual waiver of this Lease of or by any Landlord Partysubrogation in Section 10.4 below with respect to damage to property, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any negligencecause in the Premises, (b) occupancy of the Premises by, or any negligence or willful misconduct or breach of this Lease of or by of, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees invitees, or (eachc) any breach by Tenant of any representation, an “Act of Tenant”)covenant or other term contained herein, except to the extent such any Claim arises from any negligence, the active negligence or willful misconduct or breach of this Lease of or by Landlord, any Landlord PartyParty(ies) or Landlord’s contractor(s). Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, stockholders, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligenceLandlord’s active negligence or willful misconduct, willful misconduct or breach of this Lease of or by any Landlord Party, except expect to the extent such Claim arises from an Act the negligence or willful misconduct of Tenant.

Appears in 2 contracts

Samples: Office Lease (Responsys Inc), Office Lease (Responsys Inc)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any gross negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any cause in, on or about the Premises, or (b) any negligence, willful misconduct or breach of this Lease of or by by, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any gross negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act of Tenant.

Appears in 2 contracts

Samples: Office Lease (Apigee Corp), Office Lease (Apigee Corp)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s 's managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the "Landlord Parties") for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys' and consultants' fees and expenses) (each, a "Claim") that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an "Act of Tenant"), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the "Tenant Parties") harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act of Tenant.

Appears in 2 contracts

Samples: Office Lease (Nutanix, Inc.), Office Lease (Nutanix, Inc.)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the their respective beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, the negligence or willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any negligencecause in, on or about the Premises, (b) occupancy of the Premises by, or any negligence or willful misconduct or breach of this Lease of or by of, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees licensees, or (eachc) any breach by Tenant of any representation, an “Act of Tenant”)covenant or other term contained herein, except to the extent such Claim arises from any negligence, the negligence or willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from (a) any negligence, negligence or willful misconduct or breach of this Lease of or by any Landlord Party, or (b) any breach by Landlord of any representation, covenant or other term contained herein, except to the extent such Claim arises from an Act the negligence or willful misconduct of Tenantany Tenant Party.

Appears in 2 contracts

Samples: Office Lease (Marketo, Inc.), Office Lease (Marketo, Inc.)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, the negligence or willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any negligencecause in, on or about the Premises, (b) occupancy of the Premises by, or any negligence or willful misconduct or breach of this Lease of or by of, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees invitees, or (eachc) any breach by Tenant of any representation, an “Act of Tenant”)covenant or other term contained basin, except to the extent such Claim arises from any negligence, the negligence or willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from (a) any negligence, negligence or willful misconduct or breach of this Lease of or by any Landlord Party, or (b) any breach by Landlord of any representation, covenant or other term contained herein, except to the extent such Claim arises from an Act the negligence or willful misconduct of Tenantany Tenant Party.

Appears in 2 contracts

Samples: Office Lease (Versartis, Inc.), Office Lease (Versartis, Inc.)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, the negligence or willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any negligencecause in, on or about the Premises, (b) occupancy of the Premises by, or any negligence or willful misconduct or breach of this Lease of or by of, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees invitees, or (eachc) any breach by Tenant of any representation, an “Act of Tenant”)covenant or other term contained herein, except to the extent such Claim arises any of the foregoing Claims arise from any negligence, the negligence or willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act of Tenant.

Appears in 2 contracts

Samples: Office Lease (Extend Health Inc), Office Lease (Extend Health Inc)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, the negligence or willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) occupancy of the Premises by, or any negligence, negligence or willful misconduct or breach of this Lease of or by of, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees invitees, or (eachb) any breach by Tenant of any representation, an “Act of Tenant”)covenant or other term contained herein, except to the extent such Claim arises from any negligence, the negligence or willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from (a) any negligence, negligence or willful misconduct or breach of this Lease of or by any Landlord Party, or (b) any breach by Landlord of any representation, covenant or other term contained herein, except to the extent such Claim arises from an Act the negligence or willful misconduct of Tenantany Tenant Party.

Appears in 2 contracts

Samples: Office Lease (Quinstreet, Inc), Office Lease (Quinstreet, Inc)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any cause in, on or about the Premises, or (b) any negligence, willful misconduct or breach of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any gross negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act of Tenant.

Appears in 2 contracts

Samples: Office Lease (Medallia, Inc.), Office Lease (Medallia, Inc.)

Waiver and Indemnification. Landlord shall not be liable to Tenant and Tenant hereby waives all claims against Landlord for any injury to or death of any person or damage to or destruction of property in or about the Premises, the Buildings or the Property or to Tenant's business from any cause whatsoever, including without limitation, from theft, gas, fire, steam, oil, electricity or leakage of any character from the roof, walls, basement or other portion of the Premises, the Buildings or the Property, from rain, or defects in or breakage of pipes, sprinklers, plumbing, HVAC or other sources, excluding, however, the active gross negligence or willful misconduct of Landlord, its Security Holders (defined in Section 17)agents, Landlord’s managing agent(s)servants, their (direct or indirect) ownersemployees, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Partyinvitees, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conductcontractors. Tenant shall indemnify, defend, protect, defend and hold the Landlord Parties harmless Landlord, its agents, lenders, partners and officers from and against any obligationand all claims, loss, claim, action, liability, penaltyjudgments, damage, cost demands, losses, expenses, costs or expense (including reasonable attorneys’ and consultants’ fees and expenses) (eachliability arising in connection with injury to person or property from Tenant's use of the Premises, a “Claim”) that is imposed or asserted from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant in or about the Premises or the Property by Tenant or by any third party and arises of Tenant's agents, servants, employees, invitees or contractors, or from any negligence, willful misconduct breach or breach default by Tenant in the performance of any obligation on the part of Tenant to be performed under the terms of this Lease (all of or by Tenantthe foregoing collectively referred to 108 hereinafter as "General Indemnity Claims"), any party claiming byexcluding, through or under Tenanthowever, their (direct or indirect) ownersthe active negligence and willful misconduct of Landlord, or any of their respective beneficiariesits agents, trustees, officers, directorsservants, employees, agentsinvitees, or contractors. Tenant agrees to defend all General Indemnity Claims on behalf of Landlord, licensees with counsel acceptable to Landlord. The obligations of Tenant contained in this Paragraph shall survive the expiration of the Lease term, or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act of Tenantsooner termination thereof.

Appears in 1 contract

Samples: Lease Agreement (Emcon)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any negligence, negligence or willful misconduct or breach of this Lease of or by of, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees invitees, or (eachb) any breach by Tenant of any representation, an “Act of Tenant”)covenant or other term contained herein, except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from (a) any negligence or willful misconduct of any Landlord Party, or (b) any breach by Landlord of any representation, covenant or other term contained herein, except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Tenant Party, except to the extent such Claim arises from an Act of Tenant.

Appears in 1 contract

Samples: Office Lease (Xactly Corp)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 1716), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, managers, members, principals, partners, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except (subject to Section 9.4) to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from and against any obligation, loss, claim, action, liability, penalty, damage, cost cost, charge or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any cause occurring in, on or about the Premises, or (b) any negligence, willful misconduct or breach of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, managers, members, principals, partners, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act of Tenant.

Appears in 1 contract

Samples: Office Lease (Magnite, Inc.)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 1716), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, managers, members, principals, partners, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except (subject to Section 9.4) to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from and against any obligation, loss, claim, action, liability, penalty, damage, cost cost, charge or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any cause occurring in, on or about the Premises, or (b) any negligence, willful misconduct or breach of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, managers, members, principals, partners, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, managers, members, principals, partners, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an any Act of Tenant (including any breach of any obligation of Tenant, under Section 4 or 6.3 or any other provision hereof, to cause or pay for any such compliance).

Appears in 1 contract

Samples: Office Lease (Kura Oncology, Inc.)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Partyparty, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by by, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act of Tenant.

Appears in 1 contract

Samples: Office Lease (Rocket Fuel Inc.)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, the negligence or willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any negligencecause in, on or about the Premises, (b) occupancy of the Premises by, or any negligence or willful misconduct or breach of this Lease of or by of, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees invitees, or (eachc) any breach by Tenant of any representation, an “Act of Tenant”)covenant or other term contained herein, except to the extent such Claim arises from any negligence, the negligence or willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, Tenant and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the Tenant Parties”) Parties harmless from any Claim that is imposed or asserted by any third party and arises from (x) any negligence, negligence or willful misconduct or breach of this Lease of or by any Landlord Party, or (y) any breach by Landlord of any representation, covenant or other term contained herein, except to the extent such Claim arises from an Act the negligence or willful misconduct of Tenantany Tenant Party.

Appears in 1 contract

Samples: Office Lease (Actuate Corp)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party (not acting as Landlord’s agent) or to apprehend any such third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any cause in, on or about the Premises, or (b) any negligence, willful misconduct or breach of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act any negligence, willful misconduct or breach of Tenantthis Lease of or by any Tenant Party.

Appears in 1 contract

Samples: Office Lease (Mirum Pharmaceuticals, Inc.)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any gross negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any cause in, on or about the Premises, or (b) occupancy of the Premises by, or any negligence, willful misconduct or breach of this Lease of or by by, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”)invitees, except to the extent such Claim arises from any gross negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act any negligence, willful misconduct or breach of Tenantthis Lease of or by any Tenant Party.

Appears in 1 contract

Samples: Office Lease (Cellteck Inc.)

Waiver and Indemnification. Tenant To the full extent permitted by law, the Lessee hereby releases and waives all claims against Landlordthe Lessor, its Security Holders (defined in Section 17)the Manager and their respective agents, Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trusteesemployees, officers, directors, and independent contractors, for injury or damage to person, property or business sustained in or about the Center, the Building, or the Premises by the Lessee, its agents or employees and agents of each other than damage caused by the negligence of the foregoing Lessor, the Manager or their respective agents or employees. The Lessee agrees to indemnify and hold harmless the Lessor, the Manager and their respective agents and employees, from and against any and all liabilities, claims, demands, costs, and expenses of every kind and nature (including Landlordattorneys' fees), the “Landlord Parties”) for (i) including those arising from any injury or damage to any person (including death), property or property (business sustained in or about the Premises, and resulting from the negligence or willful act or omission of the Lessee, its employees, agents, servants, invitees, licensees or subtenants, or resulting from the loss failure of use thereofthe Lessee to perform its obligations under this Lease; provided, however, the Lessee's obligations under this section shall not apply to injury or damage resulting from the negligence or willful act of the Lessor, the Manager or their respective agents or employees. The Lessor agrees to indemnify and hold harmless the Lessee and its respective agents and employees, from and against any and all liabilities, claims, demands, costs and expenses of every kind and nature (including attorney's fees), except arising from any injury or damage to any person (including death), property or business sustained in or about the Building and resulting from the negligence or willful act or omission of the Lessor, its employees, agents or servants, or resulting from the failure of the Lessor to perform its obligations under this Lease; provided, however, the Lessor's obligations under this section shall not apply to injury or damage resulting from the negligence or willful act of the Lessee, or its agents or employees. The Lessor and the Manager shall not be responsible or liable to the Lessee for any event, act or omission to the extent such damage is caused covered by any negligence, willful misconduct or breach of this Lease of or insurance and maintained by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except Lessee with respect to the extent Premises and its use and occupancy thereof (whether or not such Claim arises insurance is actually obtained or maintained) and the proceeds of such other insurance as is obtained and maintained by the Lessee with respect to the Premises and to its use and occupancy thereof. At the request of the Lessor, the Lessee shall from any negligence, willful misconduct or breach time to time provide the Lessor with effective waivers of this Lease subrogation by its insurers for the benefit of or by any Landlord Party. Landlord shall indemnify, defend, protect, the Lessor and hold Tenant, its (direct or indirect) ownersthe Manager, and their respective beneficiariesagents or employees, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except in a form satisfactory to the extent such Claim arises from an Act of TenantLessor.

Appears in 1 contract

Samples: Lease Agreement (Best Software Inc)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any negligence, negligence or willful misconduct or breach of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees invitees, or (eachb) any breach by Tenant of any representation, an “Act of Tenant”)covenant or other term contained herein, except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from (a) any negligence or willful misconduct of any Landlord Party, or (b) any breach by Landlord of any representation, covenant or other term contained herein, except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Tenant Party, except to the extent such Claim arises from an Act of Tenant.

Appears in 1 contract

Samples: Office Lease (Atmel Corp)

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Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any cause in, on or about the Premises resulting from Tenant’s use of the Property, or (b) any negligence, willful misconduct or breach of this Lease of or by by, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord PartyParty or any contractor of Landlord. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an any Act of Tenant.

Appears in 1 contract

Samples: Office Lease (InvenSense Inc)

Waiver and Indemnification. Tenant waives all claims against To the extent not prohibited by law, Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiariespartners, trustees, ancillary trustees and their respective officers, directors, employees shareholders, members, beneficiaries, agents, servants, employees, and agents of each of the foregoing independent contractors (including Landlordcollectively, the “Landlord PartiesPersons”) shall not be liable for (i) any damage either to person or property (or resulting from the loss of use thereof), except to the extent such which damage is caused sustained by any negligence, willful misconduct or breach of this Lease of Tenant or by any other persons claiming through Tenant except for damage arising solely from the gross negligence or intentional misconduct of Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conductPersons. Tenant shall agrees to indemnify, defend, protect, and hold the Landlord Parties harmless from any obligationall claims and all costs, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ fees, expenses and consultants’ fees and expenses) (eachliabilities, a “Claim”) that is imposed or asserted except those caused solely by any third party and arises from any Landlord’s negligence, willful misconduct arising or breach resulting from (a) any accident, injury, death, loss or damage to any person or to any property including the person and property of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, Tenant and its employees, agents, officers, guests, and all other persons at any time in the Building or the Premises or the Common Areas, (b) the occupancy or use of the Premises by the Tenant, or (c) any act or omission or negligence of Tenant or any agent, licensee, or invitee of Tenant, or its contractors, licensees employees, or invitees (eachany subtenant or subtenant’s agents, an “Act of Tenant”)employees, except to the extent such Claim arises from any negligencecontractors, willful misconduct or breach of this Lease of or by any Landlord Partyinvitees. Landlord shall indemnify, defend, protect, and hold harmless Tenant, its (direct or indirect) ownerspartners, and their respective beneficiaries, trustees, officers, directorsagents, employees servants, employees, and agents independent contractors (collectively, “Tenant Persons”) from any and all loss, cost, damage, expense and liability (including Tenantwithout limitation court costs and reasonable attorneys’ fees) arising from the negligence or wilful misconduct of Landlord in, on or about the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party Project, and arises from any negligence, willful misconduct or Landlord’s breach of the terms of this Lease of or by any Landlord PartyLease, except to the extent caused by the negligence or wilful misconduct of the Tenant Persons. Notwithstanding anything to the contrary set forth in this Lease, either party’s agreement to indemnify the other party as set forth in this Section 10 shall be ineffective to the extent the matters for which such Claim arises party agreed to indemnify the other party are covered by insurance required to be carried by the non-indemnifying party pursuant to this Lease. Further, Tenant’s agreement to indemnify Landlord and Landlord’s agreement to indemnify Tenant pursuant to this Section 10 are not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried pursuant to the provisions of this Lease, to the extent such policies cover, or if carried, would have covered the matters, subject to the parties’ respective indemnification obligations; nor shall they supersede any inconsistent agreement of the parties set forth in any other provision of this Lease. Notwithstanding anything to the contrary contained in this Lease, nothing in this Lease shall impose any obligations on Tenant or Landlord to be responsible or liable for, and each hereby releases the other from an Act all liability for, consequential damages other than those consequential damages incurred by Landlord in connection with a holdover of Tenantthe Premises by Tenant after the expiration or earlier termination of this Lease. The indemnification obligations of Landlord and Tenant under this Lease shall survive the expiration or earlier termination of this Lease.

Appears in 1 contract

Samples: Office Lease (Pacific Mercantile Bancorp)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), LandlordLxxxxxxx’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party not acting as Landlord’s agent or to apprehend any such third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any cause in, on or about the Premises, or (b) any negligence, willful misconduct or breach of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any gross negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an any Act of Tenant.

Appears in 1 contract

Samples: Office Lease (Infinity Bancorp)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord PartyParty or any contractor of Landlord, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any cause in, on or about the Premises, or (b) any negligence, willful misconduct or breach of this Lease of or by by, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct Party or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach contractor of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act of TenantLandlord.

Appears in 1 contract

Samples: Office Lease (Model N, Inc.)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any negligencecause in, on or about the Premises, or (b) any negligence or willful misconduct in relation to this Lease or breach of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any (i) any negligence or willful misconduct in relation to this Lease or breach of this Lease of or by any Landlord Party, or (ii) any failure of Landlord to cause the Base Building and the Common Areas to comply with all Laws (including the ADA), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act Tenant Party (including any breach of any obligation of Tenant, under Section 5.1 or 7.3 or any other provision hereof, to cause or pay for any compliance with Law described in the preceding clause (ii)).

Appears in 1 contract

Samples: Office Lease (Qualys, Inc.)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s18), their (direct or indirect) owners, and the their respective beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, the negligence or willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any negligencecause in or on the Premises, (b) occupancy of the Premises by, or any negligence or willful misconduct or breach of this Lease of or by of, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees invitees, or (eachc) any breach by Tenant of any representation, an “Act of Tenant”)covenant or other term contained herein, except to the extent such Claim arises from any negligence, the negligence or willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall be liable for, and shall indemnify, defend, protect, protect and hold Tenant and Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees’s partners, officers, directors, employees employees, agents, successors and agents assigns (including Tenantcollectively, the “Tenant Indemnified Parties”) harmless from and against any Claim that is imposed and all Claims arising or asserted by resulting from (a) any third party and arises from any negligence, negligent or willful misconduct of Landlord or breach any of Landlord’s agents, employees, contractors or licensees in or about the Premises, the Building or the Property (collectively, “Landlord Parties”); and/or (b) any default by Landlord of any obligations on Landlord’s part to be performed under the terms of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act of TenantLease.

Appears in 1 contract

Samples: Office Lease (Optimer Pharmaceuticals Inc)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any cause in, on or about the Premises, or (b) any negligence, willful misconduct or breach of this Lease of or by by, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act any negligence, willful misconduct or breach of Tenantthis Lease of or by any Tenant Party. The provisions of this Section 10.1 shall survive the expiration or earlier termination of this Lease arising in connection with any event occurring prior to such expiration or termination.

Appears in 1 contract

Samples: Office Lease (Catasys, Inc.)

Waiver and Indemnification. Tenant waives all claims against LandlordApplicant agrees to indemnify, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) ownersdefend, and the beneficiarieshold LegitScript, trustees, and as applicable its officers, directors, employees agents, employees, affiliates, suppliers, and agents partners, harmless from and against any claims, demands, causes of each action, damages, costs, liabilities, judgments, penalties, and expenses (including but not limited to, reasonable attorneys fees and court costs), collectively “Action(s),” arising from this Agreement, the Global Product Review service, or relating to Applicant’s use, or misuse, of the foregoing Report or other services provided by LegitScript (including Landlordincluding, without limitation, any claims arising from any representations Applicant makes about the “Landlord Parties”Report) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or Applicant’s breach of this Lease of Agreement or the documents it incorporates by any Landlord Partyreference, or (ii) Applicant’s violation of any failure to prevent law or control any criminal or otherwise wrongful conduct by any the rights of a third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) ownersparty, or any action taken by LegitScript as part of their respective beneficiariesits review of Applicant’s submitted products or investigation of a suspected violation of this Agreement (or as a result of its finding or decision that a violation of this Agreement has occurred). Applicant’s defense and indemnification obligations shall survive the expiration or termination of this Agreement. Applicant agrees that it shall not xxx or recover any damages from LegitScript, trusteesits directors, officers, directorsemployees, employeesaffiliates, agents, contractors, licensees and licensors as a result of the information in the Report, or invitees (eachLegitScript’s decision to not consider Applicant’s application, an “Act of Tenant”)to suspend or terminate its relationship with Applicant, except or that Applicant has breached or otherwise violated this Agreement. Applicant understands and agrees that LegitScript is not responsible for any advertising or payment account decisions or revocations or any other services relating to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from products, services, advertisements or other materials. In no event will LegitScript be liable, directly or indirectly, to Applicant for any negligence, willful misconduct damage or breach of this Lease loss relating to any use of or reliance on the Report or LegitScript’s Global Product Review program. Applicant will look solely to applicable third parties for provision of any applicable third party services and for compensation for any claims, damages, liabilities or losses Applicant may incur in connection with such third party services. This waiver and indemnity provision applies to all violations described in or contemplated by any Landlord Party, except to the extent such Claim arises from an Act of Tenantthis Agreement.

Appears in 1 contract

Samples: production-public-wp-content.s3.amazonaws.com

Waiver and Indemnification. Tenant waives all claims against To the extent not prohibited by law, Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiariespartners, trustees, ancillary trustees and their respective officers, directors, employees shareholders, members, beneficiaries, agents, servants, employees, and agents of each of the foregoing independent contractors (including Landlordcollectively, the “Landlord PartiesPersons”) shall not be liable for (i) any damage either to person or property (or resulting from the loss of use thereof), which damage is sustained by Tenant or by other persons claiming through Tenant, except for any personal injury or property damage to the extent such damage is caused by any negligence, willful arising from the gross negligence or intentional misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conductPersons. Tenant shall agrees to indemnify, defend, protect, and hold the Landlord Parties harmless from any obligationand against all claims and all costs, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ fees, expenses and consultants’ fees liabilities, arising or resulting from (a) any accident, injury, death, loss or damage to any person or to any property including the person and expenses) (each, a “Claim”) that is imposed or asserted by any third party property of Tenant and arises from any negligence, willful misconduct or breach of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, its employees, agents, contractorsofficers, licensees guests, and all other persons at any time in the Premises(b) the occupancy or invitees use of the Premises by the Tenant, or (eachc) any gross negligent or willful act or omission of any Tenant Persons, an “Act provided that the terms of Tenant”), except the foregoing indemnity shall not apply to the extent such Claim arises from any negligence, willful gross negligence or intentional misconduct or breach of this Lease of or by any Landlord PartyLandlord. Landlord shall indemnify, defend, protect, and hold harmless Tenant from and against all claims and all costs, including reasonable attorneys’ fees, expenses and liabilities, actually incurred in connection with or arising from the gross negligence or intentional misconduct of Landlord, provided that the terms of the foregoing indemnity shall not apply to the negligence or intentional misconduct of an Tenant Persons. Notwithstanding anything to the contrary set forth in this Lease, either party’s agreement to indemnify the other party as set forth in this Section 10 shall be ineffective to the extent the matters for which such party agreed to indemnify the other party are covered by insurance required to be carried by the non-indemnifying party pursuant to this Lease. Further, Tenant, ’s agreement to indemnify the Landlord Persons and Landlord’s agreement to indemnify Tenant pursuant to this Section 10 are not intended to and shall not relieve any insurance carrier of its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, obligations under policies required to be carried pursuant to the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach provisions of this Lease of or by any Landlord PartyLease, except to the extent such Claim arises policies cover, or if carried, would have covered, the matters, subject to the parties’ respective indemnification obligations; nor shall they supersede any inconsistent agreement of the parties set forth in any other provision of this Lease. Notwithstanding anything to the contrary contained in this Lease, nothing in this Lease shall impose any obligations on Tenant or Landlord to be responsible or liable for, and each hereby releases the other from an Act all liability for, consequential damages other than those consequential damages incurred by Landlord in connection with a holdover of Tenantthe Premises by Tenant after the expiration or earlier termination of the Term or incurred by Landlord in connection with any repair, physical construction or improvement work performed by or on behalf of Tenant in the Building. The indemnification obligations of Tenant and Landlord under this Lease shall survive the expiration or earlier termination of this Lease.

Appears in 1 contract

Samples: Form Office Lease (Abraxis BioScience, Inc.)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any cause in, on or about the Premises, or (b) occupancy of the Premises by, or any negligence, willful misconduct or breach of this Lease of or by by, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”)invitees, except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act any negligence, willful misconduct or breach of Tenantthis Lease of or by any Tenant Party.

Appears in 1 contract

Samples: Office Lease (Alliance Data Systems Corp)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the their respective beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, the active negligence or willful misconduct of or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conductconduct except to the extent the same is caused by the negligence or willful misconduct of or breach of this Lease by any Landlord Party. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any negligencecause in, on or about the Premises during the Term or Tenant’s occupancy of the Premises, (b) occupancy of the Premises by, or any negligence or willful misconduct or breach of this Lease of or by of, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees invitees, on the Premises during the Term or Tenant’s occupancy of the Premises or (eachc) any breach by Tenant of any representation, an “Act of Tenant”)covenant or other term contained herein, except to the extent such Claim arises from the active negligence or willful misconduct of or breach of this Lease by any Landlord Party. Landlord shall indemnify, protect and hold Tenant harmless from any Claim arising from the negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to or arising in connection with the extent such Claim arises from an Act of TenantMaster Lease or Sublease.

Appears in 1 contract

Samples: Office Lease (Netlogic Microsystems Inc)

Waiver and Indemnification. Except to the extent of any negligence or willful misconduct of Landlord or its agents, contractors or employees, Tenant waives all claims against shall defend, indemnify and hold harmless Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), and Brandywine Realty Trust and their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, respective employees and agents from and against any and all third-party claims, actions, damages, liability and expense (including all reasonable attorneys’ fees, expenses and liabilities incurred in defense of each any such claim or any action or proceeding brought thereon) arising from (i) Tenant’s improper use of the foregoing Premises, (ii) the improper conduct of Tenant’s business, (iii) any activity, work or things done, permitted or suffered by Tenant or its agents, licensees or invitees in or about the Premises or elsewhere contrary to the requirements of this Lease, (iv) any breach or default in the performance of any obligation of Tenant’s part to be performed under the terms of this Lease, and (v) any negligence or willful act of Tenant or any of Tenant’s agents, contractors, employees or invitees. Without limiting the generality of the foregoing, Tenant’s obligations shall include any case in which Landlord, Brandywine Realty Trust or their respective employees or agents shall be made a party to any litigation commenced by or against Tenant, its agents, subtenants, licensees, concessionaires, contractors, customers or employees, in which case Tenant shall defend, indemnify and hold harmless Landlord, and Brandywine Realty Trust and their respective employees or agents and shall pay all costs, expenses and reasonable attorneys’ fees incurred or paid by Landlord, and Brandywine Realty Trust and their respective employees or agents in connection with such litigation, after notice to Tenant and Tenant’s refusal to defend such litigation, and upon notice from Landlord shall defend the same at Tenant’s expense by counsel satisfactory to Landlord. Except to the extent of any negligence or willful misconduct of Tenant or its agents, contractors, employees or invitees, Landlord shall defend, indemnify and hold harmless Tenant and its employees and agents from and against any and all third-party claims, actions, damages, liability and expense (including Landlordall reasonable attorneys’ fees, the “Landlord Parties”expenses and liabilities incurred in defense of any such claim or any action or proceeding brought thereon) for arising from (i) any damage to person activity, work or property (things done, permitted or resulting from suffered by Landlord or its agents, in or about the loss of use thereof), except Premises or elsewhere contrary to the extent such damage is caused by any negligence, willful misconduct or breach requirements of this Lease of or by any Landlord PartyLease, or (ii) any failure breach or default in the performance of any obligation of Landlord’s part to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protectbe performed under the terms of this Lease, and hold the (iii) any negligence or willful act of Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, Landlord’s agents, contractors, licensees contractors or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act of Tenantemployees.

Appears in 1 contract

Samples: SolarWinds, Inc.

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any gross negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any cause in, on or about the Premises, or (b) any negligence, willful misconduct or breach of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any gross negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord Party (provided that in such case such Claims shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except not be so excluded to the extent such Claim arises from an Act of TenantClaims are covered by insurance carried by Tenant or required to be carried by Tenant pursuant to this Lease).

Appears in 1 contract

Samples: Office Lease (Lion Biotechnologies, Inc.)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, the negligence or willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, Matter ID: 4138 defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any negligencecause in, on or about the Premises, (b) occupancy of the Premises by, or any negligence or willful misconduct or breach of this Lease of or by of, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees invitees, or (eachc) any breach by Tenant of any representation, an “Act of Tenant”)covenant or other term contained herein, except to the extent such Claim arises from any negligence, the negligence or willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, Tenant and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the Tenant Parties”) Parties harmless from any Claim that is imposed or asserted by any third party and arises from (x) any negligence, negligence or willful misconduct or breach of this Lease of or by any Landlord Party, or (y) any breach by Landlord of any representation, covenant or other term contained herein, except to the extent such Claim arises from an Act the negligence or willful misconduct of Tenantany Tenant Party.

Appears in 1 contract

Samples: Office Lease (Actuate Corp)

Waiver and Indemnification. Tenant waives all claims against LandlordLandlord and its Managers, its Security Holders (defined in Section 17), Landlord’s managing agent(s)Mortgagees and Ground Lessors, their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents Agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (ia) except to the extent caused by the gross negligence or willful misconduct of any Landlord Party, any loss or damage to person or property (or resulting from the loss of use thereof), except including, without limitation, to any vehicle, the extent contents of such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Partyvehicle, or accessories to any such vehicle, in connection with the parking of vehicles by Tenant or Tenant’s Agents in the Parking Garage or the removal of such vehicles parked in violation of the Rules and Regulations; or (iib) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct, or (c) any Casualty, explosion, falling plaster or other masonry or glass, steam, gas, electricity, water or rain which may leak from any part of the Project, including, without limitation, from the pipes, plumbing, roof, street or subsurface or resulting from dampness. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any negligencecause in, on or about the Premises other than with respect to Claims arising in the Fifth Floor Common Area relating to parties that are not a Tenant Party or an invitee or customer of Tenant, (b) occupancy of the Premises by, or any negligence or willful misconduct or breach of this Lease of or by of, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employeesor Agents, agents(c) any material breach by Tenant of any representation, contractorscovenant or other term contained herein, licensees or invitees (eachd) the presence or release of any Hazardous Materials on, an “Act from, under or about the Premises, the Project or other properties as the result of Tenant”)’s occupancy of the Premises. THE FOREGOING WAIVERS AND OBLIGATIONS TO INDEMNIFY, except DEFEND, PROTECT AND HOLD THE LANDLORD PARTIES HARMLESS SHALL APPLY EVEN IF THE DAMAGE, FAILURE OR CLAIM IS ATTRIBUTABLE TO THE NEGLIGENCE OF ONE OR MORE LANDLORD PARTIES. Tenant agrees to give prompt notice to Landlord upon the occurrence of any of the events set forth in this Section 15.7 or of defects in the Premises, the Project or its systems, equipment or facilities. The covenants, agreements and indemnification obligations under this Section 15.7 will survive the expiration or earlier termination of this Lease. Notwithstanding the foregoing, Tenant shall not be required to indemnify Landlord or any Landlord Party to the extent such that the relevant Claim arises from any negligence, was caused by the gross negligence or willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act of Tenant.

Appears in 1 contract

Samples: Office Lease (Rackspace Hosting, Inc.)

Waiver and Indemnification. Tenant waives all claims against To the extent not prohibited by law, and subject to Landlord’s Indemnification Obligation and Section 17.4 below, Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiariespartners, trustees, ancillary trustees and their respective officers, directors, employees shareholders, members, beneficiaries, agents, servants, employees, and agents of each of the foregoing independent contractors (including Landlordcollectively, the “Landlord PartiesPersons”) shall not be liable for (i) any damage to person Tenant, Tenant’s employees or Tenant’s property (or resulting from the loss of use thereofof any such Tenant’s property), which damage is sustained by Tenant or by other persons claiming through Tenant except for damage to the extent caused by the negligence or intentional misconduct of Landlord Persons. Tenant agrees to protect, defend, indemnify and hold Landlord Persons harmless from and against any and all actions, adjudications, awards, causes of action, claims, costs, damages, demands, expenses (including, without limitation, attorneys’ fees and costs and court costs), fees, fines, forfeitures, injuries, judgments, liabilities, liens, losses, obligations, orders, penalties, proceedings, stop notices and suits (collectively, “Claims”), except to the extent such damage is caused by Landlord’s negligence or willful misconduct, in any negligenceway arising or resulting from or in connection with (a) any accident, willful misconduct injury, death, loss or damage to any person or to any property in the Premises, including, without limitation, the person and property of Tenant and its employees, agents, officers, guests, and all other persons at any time in the Premises in connection with this Lease, (b) the occupancy or use of the Premises by Tenant, including, without limitation, in connection with any Tenant Improvements, (c) any negligent act or omission of Tenant or any agent, licensee, or invitee of Tenant, or its contractors, employees, or any subtenant or subtenant’s agents, employees, contractors, or invitees, or (d) any breach of any of the terms of this Lease of or by any Tenant. Landlord Party, or (ii) any failure agrees to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnifyprotect, defend, protect, indemnify and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiariesits partners, trustees, officers, directors, shareholders, members, beneficiaries, licensees, invitees, subtenants or subtenants’ agents, employees, agents, contractors, licensees or invitees invitees, servants, guests, or independent contractors (eachcollectively, an Act of TenantTenant Persons)) harmless from and against any and all Claims, except to the extent such Claim arises caused by Tenant’s negligence or willful misconduct, in any way arising or resulting from any negligence, or in connection with (i) the negligence or willful misconduct or of Landlord Persons, (ii) any breach of any of the terms of this Lease by Landlord, or (iii) any accident, injury, death, loss or damage to any person or property in the Common Areas (collectively, “Landlord’s Indemnification Obligation”). The indemnification obligations of Landlord and Tenant under this Lease shall survive the expiration or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach earlier termination of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act of TenantLease.

Appears in 1 contract

Samples: Office Lease (SPS Commerce Inc)

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 1718), Landlord’s managing agent(s), . their (direct or indirect) owners, and the their respective beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any negligencecause in, on or about the Premises, (b) occupancy of the Premises by, or any negligence or willful misconduct or breach of this Lease of or by of, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees invitees, or (eachc) any breach by Tenant of any representation, an “Act of Tenant”)covenant or other term contained herein, except to the extent such Claim arises from any negligence, the negligence or willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from (a) any negligence, negligence or willful misconduct or breach of this Lease of or by any Landlord Party, or (b) any breach by Landlord of any representation, covenant or other term contained herein, except to the extent such Claim arises from an Act the negligence or willful misconduct of Tenantany Tenant Party.

Appears in 1 contract

Samples: Office Lease (NeurogesX Inc)

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