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 (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 any negligence, willful misconduct or breach of this Lease of or by any Tenant Party.

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 any negligence, willful misconduct or breach an Act of this Lease of or by any Tenant PartyTenant.

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 any negligence, willful misconduct or breach an Act of this Lease of or by any Tenant PartyTenant.

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 any negligence, willful misconduct or breach of this Lease of or by any Tenant Party.

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 cause in, on or about the Premises, or (b) 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 (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 any negligence, the negligence or willful misconduct or breach of this Lease of or by any Tenant Party.

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 (ba) 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 any negligence, willful misconduct or breach of this Lease of or by any Tenant Party.

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 any negligence, willful misconduct or breach of this Lease of or by any Tenant Party.

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 (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 any negligence, willful misconduct or breach an Act of this Lease of or by any Tenant PartyTenant.

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 cause in, on or about the Premises, or (b) 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 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 any negligence, the negligence or willful misconduct or breach of this Lease of or by any Tenant Party.

Waiver and Indemnification. 14.1 Notwithstanding anything to the contrary in this Lease, Landlord and Tenant waives hereby release one another and their respective partners, officers and employees from any and all claims against Landlord, its Security Holders liability (defined in Section 17), Landlord’s managing agent(s), their (direct to the other or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents anyone claiming through or under them by way of each of the foregoing (including Landlord, the “Landlord Parties”subrogation or other otherwise) for (i) any loss or damage to person or property (or resulting from the loss of use thereof), except to the extent of the amount of proceeds that have been received under the insurance described in Subsections 6.1.1 with respect to such loss or damage, even if such loss or damage is shall have been caused by any negligence, willful misconduct the fault or breach negligence of this Lease of or by any Landlord Partythe other party, or (ii) anyone for whom such party may be responsible. 14.2 Landlord shall not be responsible or liable to Tenant for any failure loss or damage 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 Tenant’s Property arising from (a) the acts or omissions of persons other than Landlord occupying premises adjacent to the Property, or transacting any cause business in the area of the Property, or (b) burst, stopped or leaking water, gas or sewer pipes or any failure of, or defect in, any electric line, circuit or facility, or (c) any condition of the Property. 14.3 Each party hereto shall defend, indemnify and hold the other harmless from and against all liabilities, obligations, claims, demands, costs, charges, judgments and expenses, including, but not limited to, reasonable attorneys’ fees, which may be imposed upon or incurred or paid by or asserted against such other party to the extent arising by reason of or in connection with any negligence or willful misconduct on the part of such party or any of its agents, contractors, servants, employees, licensees or invitees and accruing or occurring during the Term. 14.4 Without limitation to Tenant’s obligations under Section 14.3, Tenant shall defend with counsel approved by Landlord, indemnify and save Landlord harmless from and against all liabilities, obligations, damages, fines, penalties, claims, demands, costs, charges, judgments and expenses, including, but not limited to, reasonable architects’ and attorneys’ fees, which may be imposed upon or incurred or paid by or asserted against Landlord, the Property or any interest therein by reason of or in connection with any of the following accruing or occurring during the Term, or arising from events occurring during the Term: 14.4.1 Any Alterations and anything done in, on or about the PremisesProperty or any part thereof in connection therewith; 14.4.2 The use, non-use, possession, occupation, condition, operation, maintenance or (b) any negligencemanagement of the Property; 14.4.3 Any acts, willful misconduct omissions or breach negligence on the part of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, Tenant or any of their respective beneficiariesits agents, trusteessublessee, officerscustomers, directorscontractors, servants, employees, agentslicensees or invitees; 14.4.4 Any accident, injury, death or damage to any person or property occurring in or on the Property; 14.4.5 Any Environmental Activity occurring during the Term on, about, to or from the Property or any part thereof; and 14.4.6 Any failure of Tenant to perform its obligations under, or to comply with any term of, this Lease. Nothing contained in this Section 14.4 shall be deemed to require Tenant to indemnify Landlord with respect to the gross negligence or willful misconduct of Landlord or its officers, employees, agents or contractors, licensees or invitees (each, an “Act of Tenant”), except to the any extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or prohibited 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 any negligence, willful misconduct or breach of this Lease of or by any Tenant Partylaw.

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 cause in, on or about the Premises, or (b) 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 (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 any negligence, the negligence or willful misconduct or breach of this Lease of or by any Tenant Party.

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 any negligence, willful misconduct or breach of this Lease of or by any Tenant Party.

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 cause in, on or about occupancy of the PremisesPremises by, or (b) 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 any negligence, the negligence or willful misconduct or breach of this Lease of or by any Tenant Party.

Waiver and Indemnification. Tenant waives all claims against LandlordTo the extent permitted by applicable law, its Security Holders School (defined in Section 17)“Indemnitor”) agrees to indemnify and hold harmless Houston Astros, Landlord’s managing agent(s)LLC, ▇▇▇▇▇▇ County-Houston Sports Authority, any promoting organizations, sponsors, media partners, their (direct or indirect) ownersassignees, transferees and/or licensees, parents, subsidiaries and affiliated entities, and the beneficiaries, trusteeseach of their directors, officers, directorsmembers, employees managers, agents, representatives and agents of each of the foregoing employees, (including Landlord, the “Landlord PartiesIndemnitee(s)”) for (i) from and against 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, all loss, claim, actiondamages, liability, penaltycost, damageor expense, cost or expense (including reasonable attorneys’ and consultants’ fees and expensesdisbursements, incurred by such Indemnitees by reason of or arising out of or in connection with (i) a breach of such Indemnitor of any representation or warranty contained in this Agreement, (each, a “Claim”ii) that is imposed the performance of Indemnitor’s obligations hereunder or asserted by any third party and arises from the failure of Indemnitor to perform its obligations hereunder; (aiii) any cause in, on negligence of the Indemnitor 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, directorsits agents, employees, agentsowners, contractorsplayers, licensees or invitees (each, an “Act of Tenant”), except staff and/or officials relating to the extent Tournament, including, without limitation, any batting practice. Any such Claim arises from Indemnitee shall promptly notify such Indemnitor of any negligencesuch claim, and such Indemnitor shall have the right to participate in and, with consent of such Indemnitee, which consent shall not be unreasonably withheld, to control the defense and settlement of any such claim at its costs and expense, including the cost and expense of attorneys’ and consultants’ fess and disbursements in connection with such defense and settlement. The obligations under this section shall survive any termination of this Agreement. The above stated indemnification will not be provided for any claims or causes of action that arise out of 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 any negligence, willful misconduct or breach of this Lease of or by any Tenant PartyIndemnitees.

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 any negligence, willful misconduct or breach of this Lease of or by any Tenant Party.

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 cause in, on or about in the Premises, or (b) 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 (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 any negligence, the negligence or willful misconduct or breach of this Lease of or by any Tenant PartyTenant.

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 cause related to Tenant in, on or about the Premises, or (b) 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 (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 any negligence, willful misconduct or breach of this Lease of or by any Tenant Party.

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 cause in, on or about the Premises, or (b) 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 (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 any negligence, willful misconduct or breach of this Lease of or by any Tenant Party.

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 cause in, on or about the Premises, or (b) 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 (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 any negligence, willful misconduct or breach of this Lease of or by any Tenant Party.

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 PremisesPremises 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 any negligence, willful misconduct or breach Act of this Lease of or by any Tenant PartyTenant.

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 and expenses) (eachliabilities, a “Claim”) that is imposed arising or asserted by any third party and arises resulting from (a) any cause inaccident, on injury, death, loss or about damage to any person or to any property including the Premises, or (b) any negligence, willful misconduct or breach 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, 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 from policies cover, or if carried, would have covered, the matters, subject to the parties’ respective indemnification obligations; nor shall they supersede any negligence, willful misconduct or breach 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 all liability for, consequential damages other than those consequential damages incurred by Landlord in connection with a holdover of the 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 Partyin the Building. The indemnification obligations of Tenant and Landlord under this Lease shall survive the expiration or earlier termination of this Lease.

Waiver and Indemnification. The waiver by Landlord of any breach of any term herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term herein contained, nor shall any custom or practice which may grow up between the parties in the administration of the terms hereof be deemed a waiver of, or in any way affect, the right of Landlord to insist upon the performance by Tenant in strict accordance with said terms. The subsequent acceptance of rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term of this Lease, other than the failure of Tenant to pay the par­ticular rent so accepted, regardless of Landlord's knowledge of such preceding breach at the time of acceptance to such rent. 39.1 Tenant as a material part of the consideration to Landlord assumes all risk of and waives all claims it will or may have against Landlord, its Security Holders (defined agents and employees for interference with business and/or business relationship, interference with contract, damage to, theft, loss of property or injury or loss of life sustained by Tenant or any occupant or other person resulting from any accident, occur­rence or happening in Section 17), Landlord’s managing agent(s), their (direct the Building or indirect) owners, and on the beneficiaries, trustees, officers, directors, employees and agents of each Premises or defects in or the condition of the foregoing (including Building or Premises resulting directly or in­directly from any act or omission of Tenant or any other person or force whatsoever. Provided such assumption and waiver of all claims shall not apply to claims for property damage, injury or loss of life proximately caused by the willful or intentional misconduct of Landlord, its agents and employees. 39.2 Tenant, as a material part of the “consideration to Landlord, shall indemnify and save and hold harmless Landlord Parties”) for (i) against and from any and all claims arising from and out of Tenant's use of the Building and Premises or the conduct of Tenant's business or from any activity, work or thing done, permitted or suffered by the Tenant in or about the Building and Premises and in case any action or proceeding be brought against Landlord, its agents or employees by reason thereof, Tenant upon notice from Landlord shall defend the same at Tenant's sole expense by counsel approved by Landlord. Tenant assumes all risk of damage to person property or property (injury or resulting from death 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 per­sons in, on or about the Premises, or (b) Building and Premises from any negligence, willful misconduct or breach cause whatsoever except what is caused by the failure of Landlord to observe any of the terms and conditions of this Lease lease and such failure has persisted for an unreasonable length of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any time after written notice 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, failure 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 any negligence, willful misconduct or breach of this Lease of or by any Tenant Partytenant waives all claims in respect thereof against Landlord.

Waiver and Indemnification. (a) Tenant waives shall indemnify, defend and save harmless Landlord from and against any and all claims liability, liens, claims, demands, damages, expenses, fees, costs, fines, penalties, suits, proceedings, actions and causes of action of any and every kind and nature arising or growing out of or in any way connected with the use, occupancy, management or control of the Premises by Tenant, its agents, employees, contractors or invitees or the operations, conduct or activities in the Premises or the Building by Tenant, its agents, employees, contractors or invitees. (b) Landlord shall indemnify, defend and save harmless Tenant from and against any and all liability, liens, claims, demands, damages, expenses, fees, costs, fines, penalties, suits, proceedings, actions and causes of action of any and every kind and nature arising or growing out of or in any way connected with the use, occupancy, management or control of the common areas of the Building by Landlord, its Security Holders agents, employees, contractors or invitees or the operations, conduct or activities in the common areas of the Building by Landlord, its agents, employees, contractors or invitees. (defined in Section 17), Landlordc) Landlord and Tenant’s managing agent(s), their (direct indemnity obligations under this Paragraph 18 shall survive the expiration or indirect) ownersearlier termination of this Lease. Tenant agrees that Landlord shall not be liable to Tenant for, and Tenant waives any claim against Landlord with respect to, any loss by theft or any other property damage, personal injury or death suffered or incurred by Tenant or any of Tenant’s agents, employees, customers or other invitees in connection with any unauthorized entry into the beneficiariesPremises or other acts, trusteeswhether or not criminal or willful, 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)third parties, except to the extent such damage same is caused by any negligence, willful misconduct due to Landlord’s gross negligence 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 any negligence, willful misconduct or breach of this Lease of or by any Tenant Partyintentional misconduct.

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 except those caused solely by Landlord’s negligence, arising or asserted by any third party and arises resulting from (a) any cause inaccident, on injury, death, loss or about damage to any person or to any property including the Premises, or (b) any negligence, willful misconduct or breach 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 from 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 negligence, willful misconduct or breach 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 all liability for, consequential damages other than those consequential damages incurred by Landlord in connection with a holdover of the Premises by Tenant after the expiration or by any earlier termination of this Lease. The indemnification obligations of Landlord and Tenant Partyunder this Lease shall survive the expiration or earlier termination of this Lease.

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 any negligence, willful misconduct or breach of this Lease of or by any Tenant PartyLandlord.

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 any negligence, willful misconduct Claims are covered by insurance carried by Tenant or breach of required to be carried by Tenant pursuant to this Lease of or by any Tenant PartyLease).

Waiver and Indemnification. 14.1 Notwithstanding anything to the contrary in this Lease, Landlord and Tenant waives hereby release one another and their respective partners, officers and employees from any and all claims against Landlordliability (to the other or anyone claiming through or under them by way of subrogation or otherwise) for any loss or damage coverable by the insurance described in Subsections 6.1.1, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct even if such loss or indirect) owners, and damage shall have been caused by the beneficiaries, trustees, officers, directors, employees and agents of each fault or negligence of the foregoing (including Landlordother party, the “or anyone for whom such party may be responsible. 14.2 Landlord Parties”) shall not be responsible or liable to Tenant for (i) any loss or 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 Equipment arising from (a) the acts or omissions of persons other than Landlord occupying premises adjacent to the Property, or transacting any cause business in the area of the Property, or (b) burst, stopped or leaking water, gas or sewer pipes or any failure of, or defect in, any electric line, circuit or facility, or (c) any condition of the Property. 14.3 Each party hereto shall defend, indemnify and hold the other harmless from and against all liabilities, obligations, claims, demands, costs, charges, judgments and expenses, including, but not limited to, reasonable attorneys' fees, which may be imposed upon or incurred or paid by or asserted against such other party to the extent arising by reason of or in connection with any negligent or tortuous act on the part of such party or any of its agents, contractors, servants, employees, licensees or invitees and accruing or occurring during the Term of this Lease. 14.4 Without limitation to Tenant's obligations under Section 14.3, Tenant shall defend with counsel approved by Landlord (which approval will not be unreasonably withheld), indemnify and save Landlord harmless from and against all liabilities, obligations, damages, fines, penalties, claims, demands, costs, charges, judgments and expenses, including, but not limited to, reasonable architects' and attorneys' fees, which may be imposed upon or incurred or paid by or asserted against Landlord, the Property or any interest therein by reason of or in connection with any of the following accruing or occurring during the Term of this Lease: 14.4.1 Any Alterations and anything done in, on or about the PremisesProperty or any part thereof in connection therewith; 14.4.2 The use, non-use, possession, occupation, condition, operation, maintenance or (b) any negligence, willful misconduct management of the Property; 14.4.3 Any negligent or breach tortious act on the part of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, Tenant or any of their respective beneficiaries, trustees, officers, directors, employees, its agents, contractors, servants, employees, licensees or invitees (eachinvitees; 14.4.4 Any accident, an “Act injury, death or damage to any person or property occurring in or on the Property during the Term; and 14.4.5 Any Environmental Activity occurring during the Term on, about, to or from the Property or any part thereof. Nothing contained in this Section 14.4 shall be deemed to require Tenant to indemnify Landlord with respect to any tortious act or omission of Tenant”)Landlord or its officers, except employees, agents or contractors, or to any extent prohibited by law. 14.5 The provisions of this Article 14 shall survive the extent such Claim arises from any negligence, willful misconduct expiration or breach sooner termination of this Lease and the purchase 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 Property pursuant to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Tenant PartyFirst Offer Right.

Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), LandlordL▇▇▇▇▇▇▇’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 any negligence, willful misconduct or breach Act of this Lease of or by any Tenant PartyTenant.

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 cause in, on or about the PremisesPremises 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, or (b) 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, 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 any negligence, willful misconduct or breach of this Lease of or by any Tenant Party.

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 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 (aiii) any cause in, on negligence or about the Premises, or (b) any negligence, willful misconduct or breach act of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, Landlord 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 any negligence, willful misconduct or breach of this Lease of or by any Tenant Partyemployees.

Waiver and Indemnification. Tenant waives all claims against LandlordItron, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) ownersthe Stockholders' Representative, and the beneficiariesCompany Stockholders agree to and hereby do waive any suit, trusteesclaim, officersdemand, directorsor cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Escrow Agreement, employees and agents unless such suit, claim, demand, or cause of each action is based upon the gross negligence or bad faith of the foregoing (including LandlordEscrow Agent, as such gross negligence or bad faith is determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction. Itron and the “Landlord Parties”) for (i) any damage Company Stockholders further agree to person or property (or resulting from the loss of use thereof)jointly and severally, 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, save and hold keep harmless the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ Escrow Agent and consultants’ fees its affiliates 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 beneficiariessuccessors, trusteesassigns, directors, officers, directorsmanagers, employees, agents, contractorsattorneys, licensees or invitees accountants and experts (each, an “Act of Tenant”collectively the "Indemnitees"), except from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, costs or expenses, including, without limitation, reasonable fees and disbursements of counsel (collectively "Losses"), that may be imposed on, incurred by, or asserted against any Indemnitee, at any time, and in any way relating to or arising out of the execution, delivery or performance of this Escrow Agreement, the enforcement of any rights or remedies under or in connection with this Escrow Agreement, the establishment of the Escrow Account, the acceptance or administration of the Escrowed Cash and any other Escrowed Property and any payment, transfer or other application of the Escrowed Cash, any other Escrowed Property or other funds pursuant to this Escrow Agreement, or as may arise by reason of any act, omission or error of the Indemnitee; provided, however, that no Indemnitee shall be entitled to be so indemnified, defended, protected, saved and kept harmless to the extent such Claim arises from Loss was proximately caused by its own gross negligence or bad faith, as such gross negligence or bad faith is determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction. Notwithstanding the foregoing, the obligation of GE Capital Equity Investments, Inc. to indemnify any negligenceIndemnities pursuant to this Section 4 shall not in any case exceed, willful misconduct in the aggregate, an amount equal to twice GE Capital Equity Investments, Inc.'s pro rata share of the Escrowed Cash. The Escrow Agent agrees to give prompt notice to the parties hereto of any filed claim that could give rise to an obligation to indemnify the Escrow Agent or breach any Indemnitee hereunder upon the Escrow Agent's actual knowledge thereof, provided, however, that the failure to give such notice shall in no way limit the indemnification of Escrow Agent or any Indemnitee hereunder. The obligations contained in this Section 4 shall survive the termination of this Lease Escrow Agreement and the resignation or removal of or by any Landlord Partythe Escrow Agent. Landlord shall indemnifyNotwithstanding the foregoing, defend, protect, as between Itron and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenantthe Company Stockholders, 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 liability of each Company Stockholder pursuant to this Lease of or by any Landlord Party, except Section shall be limited to the extent interest of such Claim arises from Company Stockholder in any negligence, willful misconduct or breach of this Lease of or by any Tenant Partyremaining Escrowed Property.

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 occurring in the Premises (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 occurring in 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 any negligence, willful misconduct or breach Act of this Lease of or by any Tenant PartyTenant.

Waiver and Indemnification. 14.1 Notwithstanding anything to the contrary in this Lease, Landlord and Tenant waives hereby release one another and their respective partners, officers and employees from any and all claims against Landlordliability (to the other or anyone claiming through or under them by way of subrogation or otherwise) for any loss or damage coverable by the insurance described in Subsections 6.1.1, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct even if such loss or indirect) owners, and damage shall have been caused by the beneficiaries, trustees, officers, directors, employees and agents of each fault or negligence of the foregoing (including Landlordother party, the “or anyone for whom such party may be responsible. 14.2 Landlord Parties”) shall not be responsible or liable to Tenant for (i) any loss or 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 Tenant’s Property arising from (a) the acts or omissions of persons other than Landlord occupying premises adjacent to the Property, or transacting any cause business in the area of the Property, or (b) burst, stopped or leaking water, gas or sewer pipes or any failure of, or defect in, any electric line, circuit or facility, or (c) any condition of the Property. 14.3 Each party hereto shall defend, indemnify and hold the other harmless from and against all liabilities, obligations, claims, demands, costs, charges, judgments and expenses, including, but not limited to, reasonable attorneys’ fees, which may be imposed upon or incurred or paid by or asserted against such other party to the extent arising by reason of or in connection with any negligent or tortuous act on the part of such party or any of its agents, contractors, servants, employees, licensees or invitees and accruing or occurring during the Term of this Lease. 14.4 Without limitation to Tenant’s obligations under Section 14.3, Tenant shall defend with counsel approved by Landlord (which approval will not be unreasonably withheld), indemnify and save Landlord harmless from and against all liabilities, obligations, damages, fines, penalties, claims, demands, costs, charges, judgments and expenses, including, but not limited to, reasonable architects’ and attorneys’ fees, which may be imposed upon or incurred or paid by or asserted against Landlord, the Property or any interest therein by reason of or in connection with any of the following accruing or occurring during the Term of this Lease: 14.4.1 Any Alterations and anything done in, on or about the PremisesProperty or any part thereof in connection therewith; 14.4.2 The use, non-use, possession, occupation, condition, operation, maintenance or (b) any negligence, willful misconduct management of the Property; 14.4.3 Any negligent or breach tortious act on the part of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, Tenant or any of their respective beneficiaries, trustees, officers, directors, employees, its agents, contractors, servants, employees, licensees or invitees (eachinvitees; 14.4.4 Any accident, an “Act injury, death or damage to any person or property occurring in or on the Property during the Term; and 14.4.5 Any Environmental Activity occurring during the Term on, about, to or from the Property or any part thereof. Nothing contained in this Section 14.4 shall be deemed to require Tenant to indemnify Landlord with respect to any tortious act or omission of Tenant”)Landlord or its officers, except employees, agents or contractors, or to any extent prohibited by law. 14.5 The provisions of this Article 14 shall survive the extent such Claim arises from any negligence, willful misconduct expiration or breach sooner termination of this Lease and the purchase 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 Property pursuant to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Tenant PartyFirst Offer Right.

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 (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 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 any negligence, willful misconduct or breach an Act of this Lease of or by any Tenant PartyTenant.

Waiver and Indemnification. Tenant (a) Sublandlord shall not be liable or responsible in any way for, and Subtenant hereby waives all claims against LandlordSublandlord with respect to or arising out of, 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 death, illness or injury of any nature whatsoever that may be suffered or sustained by Subtenant or its employees, agents, customers, licensees, invitees or guests, or by any other person, from any causes whatsoever, or (ii) any loss or damage or injury to any property in, on or about the Sublease Premises belonging to Subtenant or its employees, agents, customers, licensees, invitees or guests, or by any other person, except to the extent such injury or damage is caused solely by the active negligence or willful misconduct of, or breach of this Sublease by, Sublandlord. (b) Subtenant shall hold Sublandlord harmless from, and defend and indemnify Sublandlord against, any and all losses, damages, claims, liability, expense or costs (including reasonable attorneys’ fees) arising out of, from, or in connection with (i) Subtenant’s use or occupancy of the Sublease Premises (including, but not limited to, any damage to any property or injury, illness or death of any person occurring in, on, or property about the Sublease Premises, or any part thereof, arising at any time and from any cause whatsoever) or (ii) any breach or resulting from default by Subtenant under this Sublease, including the loss failure of use thereofSubtenant to pay, perform, observe or comply with any liability, obligation, covenant, condition or restriction imposed on Sublandlord under the Master Lease which has been incorporated herein as a liability, obligation, covenant, condition or restriction required to be paid, performed or observed by Subtenant hereunder (including, but not limited to any liability to, or indemnity obligation in favor of, Master Landlord either under the Master Lease or at law or in equity), except to the extent such damage loss, damage, claim, liability, expense or cost is caused solely by any negligence, the active negligence or willful misconduct of or breach of this Lease of or Sublease 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 any negligence, willful misconduct or breach of this Lease of or by any Tenant PartySublandlord.

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, 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 negligence, (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 Tenant PartyParty (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)).

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 any negligence, willful misconduct or breach of this Lease of or by any Tenant Party.

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 cause in, on or about the Premises during the Term or Tenant’s occupancy of the Premises, or (b) 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, 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 any negligence, willful misconduct Master Lease or breach of this Lease of or by any Tenant PartySublease.

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 any negligence, willful misconduct or breach of this Lease of or by any Tenant Party.

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 any negligence, willful misconduct or breach of this Lease of or by any Tenant Party.

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 or property (or resulting from the loss of use thereofincluding death), except to the extent such damage is caused by any negligence, willful misconduct property 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 business sustained 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, and resulting from the negligence or (b) any negligencewillful act or omission of the Lessee, 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, contractorsservants, invitees, licensees or invitees subtenants, or resulting from the failure of the 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 (each, an “Act of Tenant”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 covered by insurance and maintained by the Lessee with respect to the 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 any negligence, willful misconduct or breach of this Lease of or by any Tenant PartyLessor.

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 negligence 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 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, 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 any negligence, willful misconduct or breach of this Lease of or by any Tenant Party.

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 cause in, on or about the Premises, or (b) 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 (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 any negligence, the negligence or willful misconduct or breach of this Lease of or by any Tenant Party.

Waiver and Indemnification. Tenant (a) Sublandlord shall not be liable or responsible in any way for, and Subtenant, on behalf of itself, and its officers, employees, agents, customers, invitees and licensees, affiliates, successors and assigns, hereby waives all claims against LandlordSublandlord with respect to or arising out of, 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 death, illness or injury of any nature whatsoever that may be suffered or sustained by Subtenant or its officers, employees, agents, customers, invitees and licensees, from any causes whatsoever, or (ii) any loss or damage or injury to person any property in, on or property (or resulting from about the loss of use thereof)Sublease Premises belonging to Subtenant, its respective officers, employees, agents, customers, invitees and licensees, except to the extent such injury or damage is caused solely by any negligence, the gross negligence or willful misconduct of, or breach of this Lease Sublease by, Sublandlord. (b) Subtenant shall defend, indemnify and hold Sublandlord, Master Landlord and their respective shareholders, directors, officers, employees, agents, affiliates, successors and assigns (collectively, the "Indemnified Parties"), harmless from and against any and all losses, damages, claims, liabilities, expenses, costs, suits, causes of actions, judgments, obligations and all reasonable expenses incurred in investigating or by resisting the same (including without limitation, reasonable attorneys' fees and costs) (collectively, "Losses") relating to, arising out of, from, or in connection with (i) Subtenant's or its respective officers', employees', agents', customers', invitees', or licensees', use or occupancy of the Sublease Premises, or the Common Areas or the Outside Areas (including, but not limited to, any Landlord Partydamage to any property or injury, illness or death of any person occurring in, on, or about the Sublease Premises, or any part thereof, arising at any time and from any cause whatsoever) or (ii) any breach or default by Subtenant under this Sublease, including the failure of Subtenant to prevent pay, perform, observe or control comply with any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnifyliability, defend, protect, and hold the Landlord Parties harmless from any obligation, losscovenant, claim, action, condition or restriction imposed on Sublandlord under the Master Lease which has been incorporated herein as a liability, penaltyobligation, damagecovenant, cost condition or expense restriction required to be paid, performed or observed by Subtenant hereunder (including reasonable attorneys’ and consultants’ fees and expenses) (eachincluding, a “Claim”) that is imposed or asserted by but not limited to any third party and arises from (a) any cause in, on or about the Premisesliability to, or (b) any negligenceindemnity obligation in favor of, willful misconduct Master Landlord either under the Master Lease or breach at law or in equity). The provisions of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, Paragraph 8 shall survive the expiration 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 termination 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 any negligence, willful misconduct or breach of this Lease of or by any Tenant PartySublease.

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) (each, a “Claim”) that is imposed liability arising in connection with injury to person or asserted by any third party and arises property from (a) any cause in, on or about Tenant's use of the Premises, or (b) from the conduct of Tenant's business or from any negligenceactivity, willful misconduct work or things done, permitted or suffered by Tenant in or about the Premises or the Property by Tenant or by any of Tenant's agents, servants, employees, invitees or contractors, or from any breach or 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 any negligence, willful misconduct or breach of this Lease of or by any Tenant Partysooner termination thereof.

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 negligence or about the Premises, or (b) any negligence, 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, 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 any negligence, willful misconduct or breach of this Lease of or by any Tenant Party.

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 cause in, on or about the Premises, or (b) 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 (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 any negligence, the negligence or willful misconduct or breach of this Lease of or by any Tenant Party.

Waiver and Indemnification. Tenant waives all claims The Parent and the Shareholders’ Representative agree to and hereby do waive any suit, claim, demand, or cause of action of any kind that they may have or may assert against Landlordthe Escrow Agent and the Escrow Agent will not be liable for any action taken, its Security Holders suffered, or omitted to be taken hereunder arising out of or relating to the execution, administration, or performance by the Escrow Agent of this General Escrow Agreement, unless such suit, claim, demand, or cause of action is based upon the gross negligence, bad faith or willful misconduct of the Escrow Agent, each as determined by a final non-appealable order, judgment, decree or ruling of a court of competent jurisdiction. Notwithstanding anything in this General Escrow Agreement to the contrary, the Escrow Agent will not be liable in any event for special, punitive, indirect, incidental, or consequential losses or damages of any kind whatsoever (defined in Section 17including lost profits), Landlord’s managing agent(s)even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Any liability of the Escrow Agent under this Agreement shall be limited to the amount of annual fees paid to the Escrow Agent hereunder. Parent further agrees to indemnify the Escrow Agent and its affiliates and their respective successors, their (direct or indirect) ownersassigns, and the beneficiaries, trusteesdirectors, officers, directorsemployees, employees and agents of each consultants (collectively the “Indemnitees”) and to defend and to hold the Indemnitees harmless against and from any and all claims, demands, claims, judgments, settlements, actions, suits, proceedings, litigations, investigations, costs, damages, losses, penalties, liabilities, and expenses, including reasonable attorneys’ fees, that may be asserted against it or to which it may be exposed or that the Indemnitees may incur for any action taken, suffered, or omitted to be taken, by reason of the foregoing (including Landlordexecution, delivery, administration, or performance of this General Escrow Agreement, the “Landlord Parties”) for (i) enforcement of any damage rights or remedies under or in connection with this General Escrow Agreement, the establishment of the Escrowed Property, the acceptance or administration of the Escrowed Property and any payment, transfer or other application of funds pursuant to person this General Escrow Agreement, or property (as may arise by reason of any act, omission or resulting from error of the loss of use thereof)Indemnitee, except to the extent attributable to such damage is caused Indemnitee’s gross negligence, bad faith or willful misconduct, each as determined by a final non-appealable order, judgment, decree or ruling of a court of competent jurisdiction. This paragraph will survive the resignation, removal or termination of the Escrow Agent and the termination of this General Escrow Agreement until extinguished by any negligence, willful misconduct or breach applicable statute of limitations. Parent will pay the reasonable costs and expenses of the Escrow Agent incurred in enforcing this Lease right 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 any negligence, willful misconduct or breach of this Lease of or by any Tenant Partyindemnification.

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 any negligence, willful misconduct or Act of Tenant (including any breach of this Lease any obligation of Tenant, under Section 4 or by 6.3 or any Tenant Partyother provision hereof, to cause or pay for any such compliance).

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 cause in, in or on or about the Premises, or (b) 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 (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 any negligence, willful misconduct or breach of this Lease of or by any Tenant PartyLease.

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 any negligence, willful misconduct or breach of this 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.

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 cause in, on or about the Premises, or (b) 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 (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 any negligence, the negligence or willful misconduct or breach of this Lease of or by any Tenant Party.

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 negligence, willful misconduct way arising or breach of this Lease of resulting from 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 connection with (a) any cause inaccident, on injury, death, loss or about damage to any person or to any property in the Premises, or 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 negligenceTenant Improvements, willful misconduct (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 Tenant. Landlord agrees to protect, any party claiming bydefend, through or under indemnify and hold 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 any negligence, willful misconduct or breach of this Lease of or by any Tenant PartyLease.

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 any negligence, willful misconduct or breach of this Lease of or by any Tenant Party.