Common use of Indemnification and Exculpation Clause in Contracts

Indemnification and Exculpation. (a) Except as otherwise provided in Section 7.07.(b), Lessee shall indemnify and hold Lessor free and harmless from any and all liability, claims, loss, damages, causes of action (whether in tort or contract, law or equity, or otherwise), expenses, charges, assessments, fines, and penalties of any kind, including without limitation, reasonable attorney fees, expert witness fees and costs, arising by reason of the death or injury of any person, including any person who is an employee, agent, invitee, licensee, permitee, visitor, guest or contractor of Lessee, or by reason of damage to or destruction of any property, including property owned by Lessee or any person who is an employee, agent, invitee, permitee, visitor, or contractor of Lessee, caused or allegedly caused (1) while that person or property is in or about the Premises; (2) by some condition of the Premises; (3) by some act or omission by Lessee or its agent, employee, licensee, invitee, guest, visitor or contractor or any person in, adjacent, on, or about the Premises with the permission, consent or sufferance of Lessee; (4) by any matter connected to or arising out of Lessee's occupation or use of the Premises, or any breach or default in timely observance or performance of any obligation on Lessee's part to be observed or performed under this Lease. (b) Notwithstanding the provisions of Section 7.07.(a) of this Lease, Lessee's duty to indemnify and hold Lessor harmless shall not apply to any liability, claims, loss or damages to the extent caused solely by Lessor's active negligence or willful acts of misconduct. (c) Lessee hereby waives all claims against Lessor for damages to goods, wares and merchandise and all other personal property in, on, or about the Premises and for injury or death to persons in, on, or about the Premises from any cause arising at any time to the fullest extent permitted by law and in no event shall Lessor be liable for lost profits or other consequential damages arising from any cause or for any damage which is or could be covered by the insurance Lessee is required to carry under this Lease.

Indemnification and Exculpation. (a) Except as otherwise provided in Section 7.07.(b7.07(b), Lessee shall indemnify and hold Lessor free and harmless from any and all liability, claims, loss, damages, causes of action (whether in tort or contract, law or equity, or otherwise), expenses, charges, assessments, fines, and penalties of any kind, including without limitation, reasonable attorney fees, expert witness fees and costs, arising by reason of the death or injury of any person, including any person who is an employee, agent, invitee, licensee, permiteepermittee, visitor, guest or contractor of Lessee, or by reason of damage to or destruction of any property, including property owned by Lessee or by any person who is an employee, agent, invitee, permiteepermittee, visitor, or contractor of Lessee, caused or allegedly caused (1) while that person or property is in or about the Premises; (2) by some condition of the PremisesPremises (exclusive of structural defects or disrepair that are the sole responsibility of Lessor under the terms of Section 5.04 and 6.01(b) of this Lease); (3) by some act or omission by Lessee or its agent, employee, licensee, invitee, guest, visitor or contractor or any person in, adjacent, on, or about the Premises with the permission, consent or sufferance of Lessee; or (4) by any matter connected to or arising out of Lessee's occupation or use of the Premises, or any breach or default in timely observance or performance of any obligation on Lessee's ’s part to be observed or performed under this Lease. (b) Notwithstanding the provisions of Section 7.07.(a7.07(a) of this Lease, Lessee's ’s duty to indemnify and hold Lessor harmless shall not apply to any liability, claims, loss or damages to the extent caused solely damages, causes of action (whether in tort or contract, law or equity, or otherwise), expenses, charges, assessments, fines and penalties of any kind, including without limitation, reasonable attorney fees, expert witness fees and costs arising by reason of Lessor's active ’s, or its employees’, agents’ or contractors’, negligence or willful acts act of misconduct. (c) Lessee hereby waives all claims against Lessor for damages to goods, wares and merchandise and all other personal property in, on, on or about the Premises and for injury or death to persons in, on, on or about the Premises from any cause arising at other than the intentionally misconduct of Lessor or Lessor’s agents, employees or contractors, Notwithstanding the provisions of Section 7.07(b) above, or any time to the fullest extent permitted by law and other provision of this Lease, in no event shall Lessor be liable (i) for lost profits or other consequential damages arising from any cause cause, or (ii) for any damage which is or could be covered by the insurance Lessee is required to carry under this Lease.

Indemnification and Exculpation. (a) Except as otherwise provided in Section 7.07.(b), Lessee shall indemnify and hold Lessor free and harmless from any and all liability, claims, loss, damages, causes of action (whether in tort or contract, law or equity, or otherwise), expenses, charges, assessments, fines, and penalties of any kind, including without limitation, reasonable attorney fees, expert witness fees and costs, arising by reason of the death or injury of any person, including any person who is an employee, agent, invitee, licensee, permiteepermittee, visitor, guest or contractor of Lessee, or by reason of damage to or destruction of any property, including property owned by Lessee or any person who is an employee, agent, invitee, permitee, visitor, or contractor of Lessee, caused or allegedly caused (1) while that person or property is in or about the Premises; (2) by some condition of the Premises; (3) by some act or omission by Lessee or its agent, employee, licensee, invitee, guest, visitor or contractor or any person in, adjacent, on, or about the Premises with the permission, consent or sufferance of Lessee; (4) by any matter connected to or arising out of Lessee's occupation or and use of the Premises, or any breach or default in timely observance or performance of any obligation on Lessee's part to be observed or performed under this Lease. (b) Notwithstanding the provisions of Section 7.07.(a) of this Lease, Lessee's duty to indemnify and hold Lessor harmless shall not apply to any liability, claims, loss or damages to the extent caused solely by arising because of Lessor's active negligence or willful acts of misconduct. (c) Lessee hereby waives all claims against Lessor for damages to goods, wares and merchandise and all other personal property in, on, on or about the Premises and for injury or death to persons in, on, on or about the Premises from any cause arising at any time to the fullest extent permitted by law and in law. In no event shall Lessor be liable (i) for lost profits or other consequential damages arising from any cause or (ii) for any damage which is or could be covered by the insurance Lessee is required to carry under this Lease.

Indemnification and Exculpation. (a) Except as otherwise provided in Section 7.07.(b7.07(b), Lessee Tenant shall indemnify indemnify, defend, protect and hold Lessor free and harmless Landlord and Landlord’s partners, subpartners, members, parent organizations, affiliates, subsidiaries, principal shareholders and other constituent entities, and their respective officers, directors, servants, employees, agents, independent contractors and representatives, beneficiaries, agents and any ground lessor or lender with a lien on the Building (collectively, “Landlord Parties”) from any and all liability, claims, loss, damages, causes of action (whether in tort or contract, law or equity, or otherwise), costs, expenses, charges, assessments, fines, and penalties of any kind, including without limitation, reasonable attorney feesattorneys’, expert witness experts’ and arbitrators’ fees and costscosts and court costs (collectively “Indemnified Loss”), arising by reason of the death or injury of any person, including any person who is an employee, agent, invitee, licensee, permitee, visitor, guest or contractor of Lesseeresulting, or by reason of damage which is claimed to have arisen or destruction of resulted from, (i) any propertycause in, including property owned by Lessee or any person who is an employee, agent, invitee, permitee, visitor, or contractor of Lessee, caused or allegedly caused (1) while that person or property is in on or about the Premises; , (2ii) by some condition any acts, omissions or negligence of the Premises; (3) by some act or omission by Lessee or Tenant, its agentpartners, employeesubpartners, licenseemembers, inviteeparent organizations, guestaffiliates, visitor or contractor subsidiaries, principal shareholders, other constituent entities or any other person or entity claiming by, through or under Tenant, or any of their respective officers, directors, servants, employees, agents, and independent contractors, licensees, invitees, visitors or guests (collectively, “Tenant Parties”), in, adjacent, on, on or about the Premises with or the permissionProject, consent or sufferance of Lessee; and (4iii) by any matter connected to or arising out of Lessee's occupation or use of the Premises, or any breach or default in the timely observance or performance of any obligation on Lessee's Tenant’s part to be observed or performed under this Lease. Notwithstanding the foregoing, Tenant’s indemnity contained in Section 7.07(a) above shall not apply to Indemnified Loss arising or resulting from the gross negligence or willful misconduct of Landlord or any of Landlord Parties. (b) Notwithstanding the provisions of Section 7.07.(a) of this Lease, Lessee's duty to indemnify and hold Lessor harmless shall not apply to any liability, claims, loss or damages to the extent caused solely by Lessor's active negligence or willful acts of misconduct. (c) Lessee Tenant hereby waives all claims against Lessor Landlord for damages to goods, wares and merchandise and all other personal property in, on, on or about the Premises and for injury or death to persons in, on, on or about the Premises Premises, from any cause arising at any time to the fullest extent permitted by law law, except that such waiver shall not apply to any claims caused by the gross negligence or willful misconduct of Landlord or any of Landlord Parties. Any goods, property or personal effects stored or placed in or about the Premises shall be at the sole risk of the Tenant, and neither the Landlord Parties nor their insurers shall in any manner be held responsible therefor. Notwithstanding the provisions of Section 7.07(c) above, or any other provision of this Lease, in no event shall Lessor Landlord or any Landlord Parties be liable to Tenant under any circumstances for lost profits (i) injury or damage to, or interruption or interference with, Tenant’s business (including, but not limited to, loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use, however occurring) or other consequential damages arising from any cause damages, in each case however occurring, or for (ii) any damage which is or could be covered by the insurance Lessee Tenant is required to carry under this Lease. (c) The provisions of this Section 7.07 shall survive the expiration or earlier termination of this Lease with respect to any Indemnified Loss occurring or arising prior to such expiration or termination.

Indemnification and Exculpation. (a) Except as otherwise provided in Section 7.07.(b), Lessee shall indemnify and hold Lessor free and harmless from any and all liability, claims, loss, damages, causes of action (whether in tort or contract, law or equity, or otherwise), expenses, charges, assessments, fines, and penalties of any kind, including without limitation, reasonable attorney fees, expert witness fees and costs, arising by reason of the death or injury of any person, including any person who is an employee, agent, invitee, licensee, permiteepermittee, visitor, guest or contractor of Lessee, or by reason of damage to or destruction of any property, including property owned by Lessee or any person who is an employee, agent, invitee, permitee, visitor, or contractor of Lessee, caused or allegedly caused (1) while that person or property is in or about the Premises; (2) by some condition of the Premises; (3) by some act or omission by Lessee or its agent, employee, licensee, invitee, guest, visitor or contractor or any person in, adjacent, on, or about the Premises with the permission, consent or sufferance of Lessee; (4) by any matter connected to or arising out of Lessee's occupation or use of the Premises, or any breach or default in timely observance or performance of any obligation on Lessee's part to be observed or performed under this Lease. (b) Notwithstanding the provisions of Section 7.07.(a7.07. (a) of this Lease, Lessee's duty to indemnify and hold Lessor harmless shall not apply to any liability, claims, loss or damages to the extent caused solely by Lessor's active negligence or willful acts of misconduct. (c) Lessee hereby waives all claims against Lessor for damages to goods, wares and merchandise and all other personal property in, on, or about the Premises and for injury or death to persons in, on, or about the Premises from any cause arising at any time to the fullest extent permitted by law and in no event shall Lessor be liable for lost profits or other consequential damages arising from any cause or for any damage which is or could be covered by the insurance Lessee is required to carry under this Lease.

Indemnification and Exculpation. (a) Except as otherwise provided in Section 7.07.(b), Lessee shall indemnify and hold Lessor free and harmless from any and all liability, claims, loss, damages, causes of action (whether in tort or contract, law or equity, or otherwise), expenses, charges, assessments, fines, and penalties of any kind, including without limitation, reasonable attorney fees, expert witness fees and costs, arising by reason of the death or injury of any person, including any person who is an employee, agent, invitee, licensee, permiteepermittee, visitor, guest or contractor of Lessee, or by reason of damage to or destruction of any property, including property owned by Lessee or any person who is an employee, agent, invitee, permitee, visitor, or contractor of Lessee, caused or allegedly caused (1) while that person or property is in or about the Premises; (2) by some condition of the Premises; (3) by some act or omission by Lessee or its agent, employee, licensee, invitee, guest, visitor or contractor or any person in, adjacent, on, or about the Premises with the permission, consent or sufferance of Lessee; (4) by any matter connected to or arising out of Lessee's occupation or and use of the Premises, or any breach or default in timely observance or performance of any obligation on Lessee's part to be observed or performed under this Lease. (b) Notwithstanding the provisions of Section 7.07.(a) of this Lease, Lessee's duty to indemnify and hold Lessor harmless shall not apply to any liability, claims, loss or damages to the extent caused arising solely by from Lessor's active negligence or negligence, willful acts of misconductmisconduct or default under this Lease of its obligations under Section 5.04. (c) Lessee hereby waives all claims against Lessor for damages to goods, wares and merchandise and all other personal property in, on, on or about the Premises and for injury or death to persons in, on, on or about the Premises from any cause arising at any time to the fullest extent permitted by law and in law. In no event shall Lessor be liable (i) for lost profits or other consequential damages arising from any cause or (ii) for any damage which is or could be covered by the insurance Lessee is required to carry under this Lease.

Indemnification and Exculpation. (a) Except as otherwise provided in Section 7.07.(b), Lessee shall indemnify and hold Lessor free and harmless from any and all liability, claims, loss, damages, causes of action (whether in tort or contract, law or equity, or otherwise), expenses, charges, assessments, fines, and penalties of any kind, including without limitation, reasonable attorney fees, expert witness fees and costs, arising by reason of the death or injury of any person, including any person who is an employee, agent, invitee, licensee, permiteepermittee, visitor, guest or contractor of Lessee, or by reason of damage to or destruction of any property, including property owned by Lessee or any person who is an employee, agent, invitee, permitee, visitor, or contractor of Lessee, caused or allegedly caused (1) while that person or property is in or about the Premises; (2) by some condition of the Premises; (3) by some act or omission by Lessee or its agent, employee, licensee, invitee, guest, visitor or contractor or any person in, adjacent, on, or about the Premises with the permission, consent or sufferance of Lessee; (4) by any matter connected to or arising out of Lessee's ’s occupation or and use of the Premises, or any breach or default in timely observance or performance of any obligation on Lessee's ’s part to be observed or performed under this Lease. (b) Notwithstanding the provisions of Section 7.07.(a) of this Lease, Lessee's ’s duty to indemnify and hold Lessor harmless shall not apply to any liability, claims, loss or damages to arising because of the extent caused solely by Lessor's active negligence or willful acts of misconductmisconduct of Lessor or its agents, employees or contractors or which is or could be covered by the insurance Lessor is required to carry under this Lease. Lessor hereby waives all claims against Lessee for any damage which is or could be covered by the insurance Lessee is required to carry under this Lease. (c) Lessee hereby waives all claims against Lessor for damages to goods, wares and merchandise and all other personal property in, on, on or about the Premises and for injury or death to persons in, on, on or about the Premises from any cause arising at any time to the fullest extent permitted by law and in no event shall Lessor be liable for lost profits or other consequential damages arising from any cause or for any damage which is or could be covered by the insurance Lessee is required to carry under this Lease.

Indemnification and Exculpation. (a) Except as otherwise provided in Section 7.07.(b), Lessee shall indemnify and hold Lessor free and harmless from any and all liability, claims, loss, damages, causes of action (whether in tort or contract, law or equity, or otherwise), expenses, charges, assessments, fines, and penalties of any kind, including without limitation, reasonable attorney fees, expert witness fees and costs, arising by reason of the death or injury of any person, including any person who is an employee, agent, invitee, licensee, permiteepermittee, visitor, guest or contractor of Lessee, or by reason of damage to or destruction of any property, including property owned by Lessee or any person who is an employee, agent, invitee, permitee, visitor, or contractor of Lessee, caused or allegedly caused (1) while that person or property is in or about the Premises; (2) by some condition of the Premises; (3) by some act or omission by Lessee or its agent, employee, licensee, invitee, guest, visitor or contractor or any person in, adjacent, on, or about the Premises with the permission, consent or sufferance of Lessee; (4) by any matter connected to or arising out of Lessee's ’s occupation or and use of the Premises, or any breach or default in timely observance or performance of any obligation on Lessee's ’s part to be observed or performed under this Lease. (b) Notwithstanding the provisions of Section 7.07.(a) of this Lease, Lessee's ’s duty to indemnify and hold Lessor harmless shall not apply to any liability, claims, loss or damages to the extent caused solely by arising because of Lessor's ’s sole active negligence or willful acts of misconduct. (c) Lessee hereby waives all claims against Lessor for damages to goods, wares and merchandise and all other personal property in, on, on or about the Premises and for injury or death to persons in, on, on or about the Premises from any cause arising at any time to the fullest extent permitted by law and in no event shall Lessor be liable for lost profits or other consequential damages arising from any cause or for any damage which is or could be covered by the insurance Lessee is required to carry under this Lease. Lessor hereby waives all claims against Lessee for any damage which is or could be covered by the insurance Lessor is required to carry under this Lease.

Indemnification and Exculpation. (a) Except as otherwise provided in Section 7.07.(b7.07(b), Lessee shall indemnify and hold Lessor free and harmless from any and all liability, claims, loss, damages, causes of action (whether in tort or contract, law or equity, or otherwise), expenses, charges, assessments, fines, and penalties of any kind, including without limitation, reasonable attorney fees, expert witness fees and costs, arising by reason of the death or injury of any person, including any person who is an employee, agent, invitee, licensee, permiteepermittee, visitor, guest or contractor of Lessee, or by reason of damage to or destruction of any property, including property owned by Lessee or by any person who is an employee, agent, invitee, permitee, visitor, or contractor of Lessee, caused or allegedly caused (1) while that person or property is in or about the Premises; (2) by some condition of the Premises; (3) by some act or omission by Lessee or its agent, employee, licensee, invitee, guest, visitor or contractor or any person in, adjacent, on, or about the Premises with the permission, consent or sufferance of Lessee; (4) by any matter connected to or arising out of Lessee's occupation or and use of the Premises, ; or (5) by any breach or default in timely observance or performance of any obligation on Lessee's part to be observed or performed under this Lease, provided that Lessee, as to any one occurrence (irrespective of whether such occurrence gives rise to multiple claims) shall not be required to pay or contribute, on Lessor's behalf (separate and apart from what Lessee may pay or contribute on behalf of itself or some other person) more than Five Million Dollars ($5,000,000.00) under this Section 7.07(a), over and above any insurance coverage required to be carried by Lessee hereunder and applicable to such occurrence. (b) Notwithstanding the provisions of Section 7.07.(a7.07(a) of this Lease, Lessee's duty to indemnify and hold Lessor harmless shall not apply to any liability, claims, loss or damages to the extent caused solely by arising from Lessor's active negligence or willful acts act of misconduct and Lessor shall indemnify and hold Lessee harmless from any and all liability claims, loss, damages, causes of action (whether in tort or contract, law or equity, or otherwise), expenses, charges, assessments, fines, and penalties of any kind, including without limitation, reasonable attorney fees, expert witness fees and costs, arising by reason of the death or injury of any person, including any person who is an employee, agent, invitee, licensee, permittee, visitor, guest or contractor of Lessee, or by reason of damage to or destruction of any property, including property owned by Lessor or by any person who is an employee, agent, invitee, permitee, visitor, or contractor of Lessor, caused or allegedly caused by such negligence or willful act of misconduct, provided, that Lessor, as to any one claim shall not be required to pay or contribute on Lessee's behalf (separate and apart from what Lessor may pay or contribute on behalf of itself or some other person) more than Five Million Dollars ($5,000,000.00) under this Section 7.07 (b), over and above any insurance coverage required to be carried by Lessor hereunder and applicable to such occurrence. (c) Lessee hereby waives all claims against Lessor for damages to goods, wares and merchandise and all other personal property in, on, on or about the Premises and for injury or death to persons in, on, on or about the Premises from any cause arising at any time to the fullest extent permitted by law and law. Notwithstanding the provisions of Section 7.07(b) above, or any other provision of this Lease, in no event shall Lessor be liable (i) for lost profits or other consequential damages arising from any cause or (ii) for any damage which is or could be covered by the insurance Lessee is required to carry under this Lease. (d) In no event shall either party be liable for any damage which is covered by the insurance the other party is required to carry under this Lease or to the extent it would be covered but for the other party's failure to carry same. Furthermore, Lessee shall not be liable to Lessor for lost profits or consequential damages beyond those items of damages which Lessor is entitled to recover under Article XII hereof and this sentence shall not be deemed to limit in any manner either (i) Lessor's entitlement to recover those damages or (ii) Lessee's indemnity obligations under Sections 17.09 and 17.22(e). The provisions of Article XII, Sections 17.09 and 17.22(e), respectively, shall control any apparent conflict between those provisions and this Section 7.07.

Indemnification and Exculpation. (a) Except as otherwise provided in Section 7.07.(b), Lessee shall indemnify and hold Lessor free and harmless from any and all liability, claims, loss, damages, causes of action (whether in tort or contract, law or equity, or otherwise), expenses, charges, assessments, fines, and penalties of any kind, including without limitation, reasonable attorney fees, expert witness fees and costs, arising by reason of the death or injury of any person, including any person who is an employee, agent, invitee, sublessee, licensee, permiteepermittee, visitor, guest or contractor of Lessee, or by reason of damage to or destruction of any property, including property owned by Lessee or any person who is an employee, agent, sublessee, invitee, permitee, visitor, or contractor of Lessee, caused or allegedly caused (1) while that person or property is in or about the Premises; (2) by some condition of the Premises; (3) by some act or omission by Lessee or its agent, employee, licensee, invitee, guest, visitor or contractor or any person in, adjacent, on, or about the Premises with the permission, consent or sufferance of Lessee; (4) by any matter connected to or arising out of Lessee's occupation or and use of the Premises, or any breach or default in timely observance or performance of any obligation on Lessee's part to be observed or performed under this Lease. (b) Notwithstanding the provisions of Section 7.07.(a) of this Lease, Lessee's duty to indemnify and hold Lessor harmless shall not apply to any liability, claims, loss or damages to arising because of the extent caused solely by Lessor's active negligence or willful acts of misconductmisconduct of Lessor or its agents, employees or contractors or which is or could be covered by the insurance Lessor is required to carry under this Lease. Lessor hereby waives all claims against Lessee for any damage which is or could be covered by the insurance Lessee is required to carry under this Lease. (c) Lessee hereby waives all claims against Lessor for damages to goods, wares and merchandise and all other personal property in, on, on or about the Premises and for injury or death to persons in, on, on or about the Premises from any cause arising at any time to the fullest extent permitted by law and in law. In no event shall Lessor be liable (i) for lost profits or other consequential damages arising from any cause or (ii) for any damage which is or could be covered by the insurance Lessee is required to carry under this Lease.

Indemnification and Exculpation. (a) Except as otherwise provided in Section 7.07.(b), Lessee shall indemnify and hold Lessor free and harmless from any and all liability, claims, loss, damages, causes of action (whether in tort or contract, law or equity, or otherwise), expenses, charges, assessments, fines, and penalties of any kind, including without limitation, reasonable attorney fees, expert witness fees and costs, arising by reason of the death or injury of any person, including any person who is an employee, agent, invitee, licensee, permiteepermittee, visitor, guest or contractor of Lessee, or by reason of damage to or destruction of any property, including property owned by Lessee or any person who is an employee, agent, invitee, permiteepermittee, visitor, or contractor of Lessee, caused or allegedly caused (1) while that person or property is in or about the Premises; (2) by some condition of the Premises; (3) by some act or omission by Lessee or its agent, employee, licensee, invitee, guest, visitor or contractor or any person in, adjacent, on, or about the Premises with the permission, consent or sufferance of Lessee; (4) by any matter connected to or arising out of Lessee's ’s occupation or and use of the Premises, or any breach or default in timely observance or performance of any obligation on Lessee's ’s part to be observed or performed under this Lease. (b) Notwithstanding the provisions of Section 7.07.(a) of this Lease, Lessee's ’s duty to indemnify and hold Lessor harmless shall not apply to any liability, claims, loss or damages to the extent caused solely by arising because of Lessor's ’s active negligence or willful acts of misconduct. (c) Lessee hereby waives all claims against Lessor for damages to goods, wares and merchandise and all other personal property in, on, on or about the Premises and for injury or death to persons in, on, on or about the Premises from any cause arising at any time to the fullest extent permitted by law and in law. In no event shall Lessor be liable (i) for lost profits or other consequential damages arising from any cause or (ii) for any damage which is or could be covered by the insurance Lessee is required to carry under this Lease.

Indemnification and Exculpation. (a) Except as otherwise provided in Section 7.07.(b)7.07(b) below, Lessee Tenant shall indemnify indemnify, defend, protect and hold Lessor free and harmless Landlord and Landlord’s partners, subpartners, members, parent organizations, affiliates, subsidiaries, principal shareholders and other constituent entities, and their respective officers, directors, servants, employees, agents, independent contractors and representatives, beneficiaries, agents and any ground lessor or lender with a lien on the Building (collectively, “Landlord Parties”) from any and all liability, claims, loss, damages, causes of action (whether in tort or contract, law or equity, or otherwise), costs, expenses, charges, assessments, fines, and penalties of any kind, including without limitation, reasonable attorney feesattorneys’, expert witness experts’ and arbitrators’ fees and costscosts and court costs (collectively “Indemnified Loss”), arising by reason of the death or injury of any person, including any person who is an employee, agent, invitee, licensee, permitee, visitor, guest or contractor of Lesseeresulting, or by reason of damage which is claimed to have arisen or destruction of resulted from, (i) any property, including property owned by Lessee or any person who is an employee, agent, invitee, permitee, visitor, or contractor of Lessee, caused or allegedly caused (1) while that person or property is in or about the Premises; (2) by some condition of the Premises; (3) by some act or omission by Lessee or its agent, employee, licensee, invitee, guest, visitor or contractor or any person cause in, adjacent, on, on or about the Premises with during the permissionLease Term, consent or sufferance of Lessee; including any Extended Term, (4ii) by any matter connected to or arising out of Lessee's occupation or use of the Premisesnegligence, or willful misconduct of Tenant, its partners, subpartners, members, parent organizations, affiliates, subsidiaries, principal shareholders, other constituent entities or any other person or entity claiming by, through or under Tenant, or any of their respective officers, directors, servants, employees, agents, and independent contractors, licensees, invitees, visitors or guests (collectively, “Tenant Parties”), in, on or about the Premises or the Project during the Lease Term, including any Extended Term, and (iii) any breach or default in the timely observance or performance of any obligation on Lessee's Tenant’s part to be observed or performed under this Lease. Landlord shall indemnify, defend, protect and hold free and harmless Tenant from all Indemnified Loss resulting from the gross negligence or willful misconduct of Landlord or any Landlord Parties on the Premises during the Lease Term. (b) Notwithstanding the provisions of foregoing, ▇▇▇▇▇▇’s indemnity contained in Section 7.07.(a7.07(a) of this Lease, Lessee's duty to indemnify and hold Lessor harmless above shall not apply to any liability, claims, loss Indemnified Loss arising or damages to resulting from the extent caused solely by Lessor's active gross negligence or willful acts misconduct of misconductLandlord or any of Landlord Parties. (c) Lessee Tenant hereby waives all claims against Lessor Landlord for damages to goods, wares and merchandise and all other personal property in, on, on or about the Premises and for injury or death to persons in, on, on or about the Premises Premises, from any cause arising at any time to the fullest extent permitted by law law, except that such waiver shall not apply to any claims caused by the gross negligence or willful misconduct of Landlord or any of Landlord’s Parties. Any goods, property or personal effects stored or placed in or about the Premises shall be at the sole risk of the Tenant, and neither the Landlord Parties nor their insurers shall in any manner be held responsible therefor. Notwithstanding the provisions of Section 7.07(b) above, or any other provision of this Lease, in no event shall Lessor Landlord or any Landlord Parties be liable to Tenant under any circumstances for lost profits (i) injury or damage to, or interruption or interference with, ▇▇▇▇▇▇’s business (including, but not limited to, loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use, however occurring) or other consequential damages arising from any cause damages, in each case however occurring, or for (ii) any damage which is or could be covered by the insurance Lessee Tenant is required to carry under this Lease. (d) The provisions of this Section 7.07 shall survive the expiration or earlier termination of this Lease with respect to any Indemnified Loss occurring or arising prior to such expiration or termination.

Indemnification and Exculpation. (a) Except as otherwise provided in Section 7.07.(b), Lessee shall indemnify and hold Lessor free and harmless from any and all liability, claims, loss, damages, causes of action (whether in tort or contract, law or equity, or otherwise), expenses, charges, assessments, fines, and penalties of any kind, including without limitation, reasonable attorney fees, expert witness fees and costs, arising by reason of the death or injury of any person, including any person who is an employee, agent, invitee, licensee, permiteepermittee, visitor, guest or contractor of Lessee, or by reason of damage to or destruction of any property, including property owned by Lessee or any person who is an employee, agent, invitee, permitee, visitor, or contractor of Lessee, caused or allegedly caused (1) while that person or property is in or about the Premises; (2) by some condition of the Premises; (3) by some act or omission by Lessee or its agent, employee, licensee, invitee, guest, visitor or contractor or any person in, adjacent, on, or about the Premises with the permission, consent or sufferance of Lessee; (4) by any matter connected to or arising out of Lessee's occupation or and use of the Premises, or any breach or default in timely observance or performance of any obligation on Lessee's part to be observed or performed under this Lease. (b) Notwithstanding the provisions of Section 7.07.(a) of this Lease, Lessee's duty to indemnify and hold Lessor harmless shall not apply to any liability, claims, loss or damages to arising because of the extent caused solely by Lessor's active negligence or willful acts of misconductmisconduct of Lessor or its agents, employees or contractors or which is or could be covered by the insurance Lessor is required to carry under this Lease. Lessor hereby waives all claims against Lessee for any damage which is or could be covered by the insurance Lessee is required to carry under this Lease. (c) Lessee hereby waives all claims against Lessor for damages to goods, wares and merchandise and all other personal property in, on, on or about the Premises and for injury or death to persons in, on, on or about the Premises from any cause arising at any time to the fullest extent permitted by law and in no event shall Lessor be liable for lost profits or other consequential damages arising from any cause or for any damage which is or could be covered by the insurance Lessee is required to carry under this Lease.

Indemnification and Exculpation. (a) Except as otherwise provided in Section 7.07.(b), Lessee shall indemnify and hold Lessor free and harmless from any and all liability, claims, loss, damages, causes of action (whether in tort or contract, law or equity, or otherwise), expenses, charges, assessments, fines, and penalties of any kind, including without limitation, reasonable attorney fees, expert witness fees and costs, arising by reason of the death or injury of any person, including any person who is an employee, agent, invitee, licensee, permiteepermittee, visitor, guest or contractor of Lessee, or by reason of damage to or destruction of any property, including property owned by Lessee or any person who is an employee, agent, invitee, permitee, visitor, or contractor of Lessee, caused or allegedly caused (1) while that person or property is in or about the Premises; (2) by some condition of the Premises; (3) by some act or omission by Lessee or its agent, employee, licensee, invitee, guest, visitor or contractor or any person in, adjacent, on, or about the Premises with the permission, consent or sufferance of Lessee; (4) by any matter connected to or arising out of Lessee's ’s occupation or and use of the Premises, or any breach or default in timely observance or performance of any obligation on Lessee's ’s part to be observed or performed under this Lease. (b) Notwithstanding the provisions of Section 7.07.(a) of this Lease, Lessee's ’s duty to indemnify and hold Lessor harmless shall not apply to any liability, claims, loss or damages to the extent caused solely by arising because of Lessor's ’s active negligence or willful acts of misconduct. (c) Lessee hereby waives all claims against Lessor for damages to goods, wares and merchandise and all other personal property in, on, on or about the Premises and for injury or death to persons in, on, on or about the Premises from any cause arising at any time to the fullest extent permitted by law and in law. In no event shall Lessor be liable (i) for lost profits or other consequential damages arising from any cause or (ii) for any damage which is or could be covered by the insurance Lessee is required to carry under this Lease.

Indemnification and Exculpation. (a) Except as otherwise provided in Section 7.07.(b), Lessee shall indemnify and hold Lessor free and harmless from any and all liability, claims, loss, damages, causes of action (whether in tort or contract, law or equity, or otherwise), expenses, charges, assessments, fines, and penalties of any kind, including without limitation, reasonable attorney fees, expert witness fees and costs, arising by reason of the death or injury of any person, including any person who is an employee, agent, invitee, licensee, permiteepermittee, visitor, guest or contractor of Lessee, or by reason of damage to or destruction of any property, including property owned by Lessee or any person who is an employee, agent, invitee, permitee, visitor, or contractor of Lessee, caused or allegedly caused (1) while that person or property is in or about the Premises; (2) by some condition of the Premises; (3) by some act or omission by Lessee or its agent, employee, licensee, invitee, guest, visitor or contractor or any person in, adjacent, on, or about the Premises with the permission, consent or sufferance of Lessee; (4) by any matter connected to or arising out of Lessee's occupation or and use of the Premises, or any breach or default in timely observance or performance of any obligation on Lessee's part to be observed or performed under this Lease. (b) Notwithstanding the provisions of Section 7.07.(a) of this Lease, Lessee's duty to indemnify and hold Lessor harmless shall not apply to any liability, claims, loss or damages to the extent caused solely by arising because of Lessor's sole active negligence or willful acts of misconduct. (c) Lessee hereby waives all claims against Lessor for damages to goods, wares and merchandise and all other personal property in, on, on or about the Premises and for injury or death to persons in, on, on or about the Premises from any cause arising at any time to the fullest extent permitted by law and in no event shall Lessor be liable for lost profits or other consequential damages arising from any cause or for any damage which is or could be covered by the insurance Lessee is required to carry under this Lease. Lessor hereby waives all claims against Lessee for any damage which is or could be covered by the insurance Lessor is required to carry under this Lease.

Indemnification and Exculpation. (a) Except as otherwise provided in Section 7.07.(b7.07(b), Lessee shall indemnify and hold Lessor free and harmless from any and all liability, claims, loss, damages, causes of action (whether in tort or contract, law or equity, or otherwise), expenses, charges, assessments, fines, and penalties of any kind, including without limitation, reasonable attorney fees, expert witness fees and costs, arising by reason of the death or injury of any person, including any person who is an employee, agent, invitee, licensee, permitee, visitor, guest or contractor of Lessee, or by reason of damage to or destruction of any property, including property owned by Lessee or by any person who is an employee, agent, invitee, permitee, visitor, or contractor of Lessee, caused or allegedly caused (1) while that person or property is in or about the Premises; (2) by some condition of the Premises; (3) by some act or omission by Lessee or its agent, employee, licensee, invitee, guest, visitor or contractor or any person in, adjacent, on, or about the Premises with the permission, consent or sufferance of Lessee; (4) by any matter connected to or arising out of Lessee's ’s occupation or and use of the Premises, ; or (5) by any breach or default in timely observance or performance of any obligation on Lessee's ’s part to be observed or performed under this Lease. (b) Notwithstanding the provisions of Section 7.07.(a7.07(a) of this Lease, Lessee's ’s duty to indemnify and hold Lessor harmless shall not apply to any liability, claims, loss or damages to the extent caused solely by arising from Lessor's active ’s negligence or willful acts act of misconduct and Lessor shall indemnify and hold Lessee harmless from any and all liability claims, loss, damages, causes of action (whether in tort or contract, law or equity, or otherwise), expenses, charges, assessments, fines, and penalties of any kind, including without limitation, reasonable attorney fees, expert witness fees and costs, arising by reason of the death or injury of any person, including any person who is an employee, agent, invitee, licensee, permitee, visitor, guest or contractor of Lessee, or by reason of damage to or destruction of any property, including property owned by Lessor or by any person who is an employee, agent, invitee, permitee, visitor, or contractor of Lessor, caused or allegedly caused by Lessor’s willful act of misconduct. (c) Lessee hereby waives all claims against Lessor for damages to goods, wares and merchandise and all other personal property in, on, on or about the Premises and for injury or death to persons in, on, on or about the Premises from any cause arising at any time to the fullest extent permitted by law and law. Notwithstanding the provisions of Section 7.07(b) above, or any other provision of this Lease, in no event shall Lessor be liable (i) for lost profits or other consequential damages arising from any cause or (ii) for any damage which is or could be covered by the insurance Lessee is required to carry under this Lease. (d) In no event shall either party be liable for any damage which is covered by the insurance the other party is required to carry under this Lease or to the extent it would be covered but for the other party’s failure to carry same.

Indemnification and Exculpation. (a) Except as otherwise provided in Section 7.07.(b), Lessee shall indemnify and hold Lessor free and harmless from any and all liability, claims, loss, damages, causes of action (whether in tort or contract, law or equity, or otherwise), expenses, charges, assessments, fines, and penalties of any kind, including without limitation, reasonable attorney fees, expert witness fees and costs, arising by reason of the death or injury of any person, including any person who is an employee, agent, invitee, licensee, permiteepermittee, visitor, guest or contractor of Lessee, or by reason of damage to or destruction of any property, including property owned by Lessee or any person who is an employee, agent, invitee, permitee, visitor, or contractor of Lessee, caused or allegedly caused (1) while that person or property is in or about the Premises; (2) by some condition of the Premises; (3) by some act or omission by Lessee or its agent, employee, licensee, invitee, guest, visitor or contractor or any person in, adjacent, on, or about the Premises with the permission, consent or sufferance of Lessee; (4) by any matter connected to or arising out of Lessee's occupation or and use of the Premises, or any breach or default in timely observance or performance of any obligation on Lessee's part to be observed or performed under this Lease. (b) Notwithstanding the provisions of Section 7.07.(a7.07. (a) of this Lease, Lessee's duty to indemnify and hold Lessor harmless shall not apply to any liability, claims, loss or damages to the extent caused solely by arising because of Lessor's sole active negligence or willful acts of misconduct. (c) Lessee hereby waives all claims against Lessor for damages to goods, wares and merchandise and all other personal property in, on, on or about the Premises and for injury or death to persons in, on, on or about the Premises from any cause arising at any time to the fullest extent permitted by law and in no event shall Lessor be liable for lost profits or other consequential damages arising from any cause or for any damage which is or could be covered by the insurance Lessee is required to carry under this Lease. Lessor hereby waives all claims against Lessee for any damage which is or could be covered by the insurance Lessor is required to carry under this Lease.

Indemnification and Exculpation. (a) Except as otherwise provided in Section 7.07.(b)7.6, Lessee Tenant shall indemnify indemnify, defend, protect and hold Lessor Landlord and Landlord’s agents, advisors, employees, partners, members, shareholders, directors free and harmless from any and all liability, claims, loss, damages, causes of action (whether in tort or contract, law or equity, or otherwise), expenses, charges, assessments, fines, and penalties of any kind, including including, without limitation, reasonable attorney attorneys’ fees, expert witness fees and costscosts (collectively, “Claims”), arising by reason of the death or injury of any person, including any person who is an employee, agent, invitee, licensee, permiteepermittee, visitor, guest or contractor of LesseeTenant, or by reason of damage to or destruction of any property, including property owned by Lessee Tenant or by any person who is an employee, agent, invitee, permiteepermittee, visitor, or contractor of LesseeTenant, caused or allegedly to the extent caused (1) while that person or property is in or about the Premises; (2) by some condition of the Premises; (3) by some negligent act or omission by Lessee Tenant or its agent, employee, licensee, invitee, guest, visitor or contractor or any person in, adjacent, on, or about the Premises with the permission, consent or sufferance of LesseeTenant; (4) by any matter connected to or arising out of Lessee's Tenant’s occupation or and use of the Premises; or (5) by any breach or default in timely observance or performance of any obligation on Tenant’s part to be observed or performed under this Lease; provided that, in no event shall Tenant be required to indemnify Landlord or Landlord’s Parties with respect to any Claim to the extent caused by the negligence or willful misconduct of Landlord or any of Landlord’s Parties or any breach or default in timely observance or performance of any obligation on Lessee's Landlord’s part to be observed or performed under this Lease. (b) Notwithstanding the provisions of Section 7.07.(a) of this Lease, Lessee's duty to indemnify and hold Lessor harmless shall not apply to any liability, claims, loss or damages to To the extent caused solely not prohibited by Lessor's active negligence or willful acts of misconduct. (c) Lessee Applicable Law, Tenant hereby waives all claims Claims against Lessor Landlord for damages to goods, wares and merchandise and all other personal property in, on, on or about the Premises and for injury or death to persons in, on, on or about the Premises from any cause arising at any time to the fullest extent permitted by law and law. Notwithstanding the provisions of Section 7.7(a) above, or any other provision of this Lease, in no event shall Lessor Tenant or Landlord be liable (i) for lost profits or other consequential damages arising from any cause or (ii) for any damage which is or could be covered by the insurance Lessee Tenant or Landlord, as applicable, is required to carry under this Lease. (c) In no event shall either party be liable for any damage which is covered by the insurance the other party is required to carry under this Lease or to the extent it would be covered but for the other party’s failure to carry same.

Indemnification and Exculpation. (a) Except as otherwise provided in Section 7.07.(b), Lessee shall indemnify and hold Lessor free and harmless from any and all liability, claims, loss, damages, causes of action (whether in tort or contract, law or equity, or otherwise), expenses, charges, assessments, fines, and penalties of any kind, including without limitation, reasonable attorney fees, expert witness fees and costs, arising by reason of the death or injury of any person, including any person who is an employee, agent, invitee, licensee, permiteepermittee, visitor, guest or contractor of Lessee, or by reason of damage to or destruction of any property, including property owned by Lessee or any person who is an employee, agent, invitee, permitee, visitor, or contractor of Lessee, caused or allegedly caused (1) while that person or property is in or about the Premises; (2) by some condition of the Premises; (3) by some act or omission by Lessee or its agent, employee, licensee, invitee, guest, visitor or contractor or any person in, adjacent, on, or about the Premises with the permission, consent or sufferance of Lessee; (4) by any matter connected to or arising out of Lessee's occupation or use of the Premises, or any breach or default in timely observance or performance of any obligation on Lessee's part to be observed or performed under this Lease. (b) Notwithstanding the provisions of Section 7.07.(a) of this Lease, Lessee's duty to indemnify and hold Lessor harmless shall not apply to any liability, claims, loss or damages to the extent caused solely by Lessor's active negligence or willful acts of misconduct. (c) Lessee hereby waives all claims against Lessor for damages to goods, wares and merchandise and all other personal property in, on, or about the Premises and for injury or death to persons in, on, or about the Premises from any cause arising at any time to the fullest extent permitted by law and in no event shall Lessor be liable for lost profits or other consequential damages arising from any cause or for any damage which is or could be covered by the insurance Lessee is required to carry under this Lease.

Indemnification and Exculpation. (a) Except as otherwise provided in Section 7.07.(b), Lessee shall indemnify and hold Lessor free and harmless from any and all liability, claims, loss, damages, causes of action (whether in tort or contract, law or equity, or otherwise), expenses, charges, assessments, fines, and penalties of any kind, including without limitation, reasonable attorney fees, expert witness fees and costs, arising by reason of the death or injury of any person, including any person who is an employee, agent, invitee, sublessee, licensee, permiteepermittee, visitor, guest or contractor of Lessee, or by reason of damage to or destruction of any property, including property owned by Lessee or any person who is an employee, agent, sublessee, invitee, permitee, visitor, or contractor of Lessee, caused or allegedly caused (1) while that person or property is in or about the Premises; (2) by some condition of the Premises; (3) by some act or omission by Lessee or its agent, employee, licensee, invitee, guest, visitor or contractor or any person in, adjacent, on, or about the Premises with the permission, consent or sufferance of Lessee; (4) by any matter connected to or arising out of Lessee's ’s occupation or and use of the Premises, or any breach or default in timely observance or performance of any obligation on Lessee's ’s part to be observed or performed under this Lease. (b) Notwithstanding the provisions of Section 7.07.(a) of this Lease, Lessee's ’s duty to indemnify and hold Lessor harmless shall not apply to any liability, claims, loss or damages to arising because of the extent caused solely by Lessor's active negligence or willful acts of misconductmisconduct of Lessor or its agents, employees or contractors or which is or could be covered by the insurance Lessor is required to carry under this Lease. Lessor hereby waives all claims against Lessee for any damage which is or could be covered by the insurance Lessee is required to carry under this Lease. (c) Lessee hereby waives all claims against Lessor for damages to goods, wares and merchandise and all other personal property in, on, on or about the Premises and for injury or death to persons in, on, on or about the Premises from any cause arising at any time to the fullest extent permitted by law and in law. In no event shall Lessor be liable (i) for lost profits or other consequential damages arising from any cause or (ii) for any damage which is or could be covered by the insurance Lessee is required to carry under this Lease.

Indemnification and Exculpation. (a) Except as otherwise provided in Section 7.07.(b7.07(b), Lessee shall indemnify and hold Lessor free and harmless from any and all liability, claims, loss, damages, causes of action (whether in tort or contract, law or equity, or otherwise), expenses, charges, assessments, fines, and penalties of any kind, including without limitation, reasonable attorney fees, expert witness fees and costs, arising by reason of the death or injury of any person, including any person who is an employee, agent, invitee, licensee, permitee, visitor, guest or contractor of Lessee, or by reason of damage to or destruction of any property, including property owned by Lessee or by any person who is an employee, agent, invitee, permitee, visitor, or contractor of Lessee, caused or allegedly caused (1) while that person or property is in or about the Premises; (2) by some condition of the PremisesPremises that is the obligation of Lessee to maintain hereunder; (3) by some act or omission by Lessee or its agent, employee, licensee, invitee, guest, visitor or contractor or any person in, adjacent, on, or about the Premises with the permission, consent or sufferance of Lessee; (4) by any matter connected to or arising out of Lessee's ’s occupation or and use of the Premises, subject to the exclusions of Section 7.07(b) below; or (5) by any breach or default in timely observance or performance of any obligation on Lessee's ’s part to be observed or performed under this Lease. (b) Notwithstanding the provisions of Section 7.07.(a7.07(a) of this Lease, Lessee's ’s duty to indemnify and hold Lessor harmless shall not apply to any liability, claims, loss or damages to the extent caused solely by arising from Lessor's active ’s negligence or willful acts act of misconduct or that of Lessor’s agents, employees or contractors, and Lessor shall indemnify and hold Lessee harmless from any and all liability claims, loss, damages, causes of action (whether in tort or contract, law or equity, or otherwise), expenses, charges, assessments, fines, and penalties of any kind, including without limitation, reasonable attorney fees, expert witness fees and costs, arising by reason of the death or injury of any person, including any person who is an employee, agent, invitee, licensee, permitee, visitor, guest or contractor of Lessee, or by reason of damage to or destruction of any property, including property owned by Lessor or by any person who is an employee, agent, invitee, permitee, visitor, or contractor of Lessor, caused or allegedly caused by such negligence or willful act of misconduct. (c) Lessee hereby waives all claims against Lessor for damages to goods, wares and merchandise and all other personal property in, on, on or about the Premises and for injury or death to persons in, on, on or about the Premises from any cause arising at any time to the fullest extent permitted by law and law. Notwithstanding the provisions of Section 7.07(b) above, or any other provision of this Lease, in no event shall Lessor be liable (i) for lost profits or other consequential damages arising from any cause or (ii) for any damage which to the extent that such damage is or could be covered by the insurance Lessee is required to carry under this LeaseLease or any other insurance actually carried by Lessee.