Indemnification and Exculpation. 28.1. Subject to Section 23.7, Tenant agrees to indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord) and hold the Landlord Indemnitees harmless from and against any and all Claims, excluding consequential damages (unless otherwise specified in this Lease), arising from injury or death to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising directly or indirectly out of Tenant’s or Tenant’s employees’, agents’, contractors’ or invitees’ use or occupancy of the Premises or a breach or default by Tenant in the performance of any of its obligations hereunder, except to the extent caused by Landlord’s or Landlord Indemnitees’ negligence or willful misconduct. 28.2. Subject to Sections 23.7, 28.3 and 31.12 and any subrogation provisions contained in the Work Letter, Landlord agrees to indemnify, save, defend (at Tenant’s option and with counsel reasonably acceptable to Tenant) and hold Tenant and its affiliates, members, employees, agents and contractors (the “Tenant Indemnitees”) harmless from and against any and all Claims, excluding consequential damages, arising from injury or death to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising directly or indirectly out of Landlord’s or Landlord’s employees’, agents’, contractors’ or invitees’ gross negligence or willful misconduct, except to the extent caused by Tenant’s or Tenant Indemnitees’ negligence or willful misconduct. 28.3. Notwithstanding any provision of Section 28.1 to the contrary, Landlord shall not be liable to Tenant for, and Tenant assumes all risk of, damage to personal property or scientific research, including loss of records kept by Tenant within the Premises and damage or losses caused by fire, electrical malfunction, gas explosion or water damage of any type (including broken water lines, malfunctioning fire sprinkler systems, roof leaks or stoppages of lines), unless any such loss is due to Landlord’s willful disregard of written notice by Tenant of need for a repair that Landlord is responsible to make for an unreasonable period of time. Tenant further waives any claim for injury to Tenant’s business or loss of income relating to any such damage or destruction of personal property as described in this Section. 28.4. Landlord shall not be liable for any damages arising from any act, omission or neglect of any other tenant in the Building or the Project, or of any other third party. 28.5. Tenant acknowledges that security devices and services, if any, while intended to deter crime, may not in given instances prevent theft or other criminal acts. Landlord shall not be liable for injuries or losses caused by criminal acts of third parties, and Tenant assumes the risk that any security device or service may malfunction or otherwise be circumvented by a criminal. If Tenant desires protection against such criminal acts, then Tenant shall, at Tenant’s sole cost and expense, obtain appropriate insurance coverage. 28.6. The provisions of this Article shall survive the expiration or earlier termination of this Lease.
Appears in 1 contract
Sources: Lease (BIND Therapeutics, Inc)
Indemnification and Exculpation. 28.1. Subject to Section 23.7, 27.1 Tenant agrees to indemnify, save, defend (at Landlord’s 's option and with counsel reasonably acceptable to Landlord) and hold the Landlord Indemnitees and Landlord Indemnities harmless from and against any and all Claims, excluding consequential damages (unless otherwise specified in this Lease), Claims arising from injury or death to any person or damage to any property occurring within or about the Premises, the BuildingBuildings, the Property or the Project arising directly or indirectly out of Tenant’s 's or Tenant’s 's employees’', agents’', contractors’ ' or invitees’ use ' negligence or occupancy of the Premises willful misconduct or a breach or default Default by Tenant in the performance of any of its obligations hereunder, except to the extent caused by Landlord’s or Landlord Indemnitees’ 's negligence or willful misconduct.
28.2. Subject to Sections 23.7Landlord shall be liable for, 28.3 and 31.12 and any subrogation provisions contained in the Work Letter, Landlord agrees to shall indemnify, savedefend, defend (at Tenant’s option and with counsel reasonably acceptable to Tenant) protect and hold Tenant and its affiliatesTenant’s partners, membersofficers, directors, employees, agents agents, successors and contractors assigns (the collectively, “Tenant IndemniteesIndemnified Parties”) harmless from and against any and all ClaimsClaims arising or resulting from (a) any negligent or willful misconduct of Landlord or any of Landlord’s agents, excluding consequential damagesemployees, arising from injury contractors or death to any person or damage to any property occurring within licensees in or about the Premises, the Building, Building or the Property or the Project arising directly or indirectly out (collectively, “Landlord Parties”); and/or (b) any default by Landlord of any obligations on Landlord’s part to be performed under the terms of this Lease; provided, however, that Landlord's indemnity obligations shall not extend to loss of business, loss of profits or Landlord’s employees’, agents’, contractors’ or invitees’ gross negligence or willful misconduct, except to the extent caused any other consequential damages which may be suffered by Tenant’s or Tenant Indemnitees’ negligence or willful misconduct.
28.3. 27.2 Notwithstanding any provision of Section 28.1 27.1 to the contrary, Landlord shall not be liable to Tenant for, and Tenant assumes all risk of, damage to personal property or scientific research, including loss of records kept by Tenant within the Premises and damage or losses caused by fire, electrical malfunction, gas explosion or water damage of any type (including broken water lines, malfunctioning fire sprinkler systems, roof leaks or stoppages of lines), unless any such loss is due to Landlord’s 's willful disregard of written notice by Tenant of need for a repair that Landlord is responsible to make for an unreasonable period of time. Tenant further waives any claim for injury to Tenant’s 's business or loss of income relating to any such damage or destruction of personal property as described in this Section.
28.4. 27.3 Landlord shall not be liable for any damages arising from any act, omission or neglect of any other tenant in the Building Buildings or the Project, or of any other third party.
28.5. 27.4 Tenant acknowledges that security devices and services, if any, while intended to deter crime, may not in given instances prevent theft or other criminal acts. Landlord shall not be liable for injuries or losses caused by criminal acts of third parties, and Tenant assumes the risk that any security device or service may malfunction or otherwise be circumvented by a criminal. If Tenant desires protection against such criminal acts, then Tenant shall, at Tenant’s 's sole cost and expense, obtain appropriate insurance coverage.
28.6. 27.5 Notwithstanding anything contained in this Lease to the contrary and except as provided in Section 26, neither party will be liable to the other for any business interruption, loss of profit or other punitive or consequential damages arising out of this Lease or any Default hereunder.
27.6 The provisions of this Article shall survive the expiration or earlier termination of this Lease.
Appears in 1 contract
Indemnification and Exculpation. 28.1. Subject to Section 23.7, 20.1 Tenant agrees to indemnifyindemnify Landlord, saveand its partners and affiliates, defend and their respective shareholders, directors, officers, agents, contractors and employees (at collectively, “Landlord’s option Agents”), against, and with counsel reasonably acceptable to Landlordprotect, defend, and save them harmless from, all demands, claims, causes of action, liabilities, losses and judgments, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys’ fees), for death of or injury to person or damage to property arising out of (i) Tenant’s use, occupancy, repairs, maintenance, and hold improvements of the Premises and all improvements, fixtures, equipment and personal property thereon, and (ii) any negligent or willful act or omission of Tenant, its shareholders, directors, officers, agents, employees, servants, contractors, invitees and subtenants. Tenant’s obligation under this Section 20.1 shall survive the expiration or earlier termination of the term of this Lease.
20.2 Landlord Indemnitees agrees to indemnify Tenant and Tenant’s shareholders, directors, officers, agents, and employees (collectively “Tenant’s Agents”) against and save them harmless from all demands, claims, causes of action and against any judgments, and all Claims, excluding consequential damages reasonable expenses incurred in investigating or resisting the same (unless otherwise specified in this Leaseincluding reasonable attorneys’ fees), arising from for death of, or injury or death to to, any person or damage to property arising from or out of any property occurring within occurrence in, upon, or about the Premises, the Building, the Property Premises or the Project arising directly during the term of this Lease if caused by the willful misconduct or indirectly out negligence of TenantLandlord or Landlord’s directors, officers, agents, employees, servants, contractors, invitees and subtenants, unless caused in part by the willful misconduct or gross negligence of Tenant or Tenant’s employees’, agents’, contractors’ Agents. Landlord’s obligations under this Section 20.2 shall survive the expiration or invitees’ use or occupancy earlier termination of the Premises or a breach or default by Tenant in the performance term of any of its obligations hereunder, except to the extent caused by Landlord’s or Landlord Indemnitees’ negligence or willful misconductthis Lease.
28.2. Subject to Sections 23.7, 28.3 and 31.12 and any subrogation provisions contained in the Work Letter, Landlord agrees to indemnify, save, defend (at Tenant’s option and with counsel reasonably acceptable to Tenant) and hold Tenant and its affiliates, members, employees, agents and contractors (the “Tenant Indemnitees”) harmless from and against any and all Claims, excluding consequential damages, arising from injury or death to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising directly or indirectly out of Landlord’s or Landlord’s employees’, agents’, contractors’ or invitees’ gross negligence or willful misconduct, except to the extent caused by Tenant’s or Tenant Indemnitees’ negligence or willful misconduct.
28.3. 20.3 Notwithstanding any provision of Section 28.1 Sections 20.1 and 20.2 to the contrary, Landlord shall not be liable to Tenant for, and Tenant assumes all risk of, of damage to any fixtures, goods, inventory, merchandise, equipment, records, research, experiments, animals and other living organisms, computer hardware and software, leasehold improvements, and other personal property or scientific research, including loss of records kept by Tenant within the Premises and damage or losses caused by fire, electrical malfunction, gas explosion or water damage of any type (including broken water linesnature whatsoever, malfunctioning fire sprinkler systems, roof leaks or stoppages of lines), unless any such loss is due to Landlord’s willful disregard of written notice by Tenant of need for a repair that and Landlord is responsible to make for an unreasonable period of time. Tenant further waives any claim shall not be liable for injury to Tenant’s business or any loss of income relating therefrom relative to any such damage or destruction of personal property as described in this Section.
28.4. Landlord shall not be liable for any damages arising from any actdamage, omission or neglect of any other tenant in the Building or the Project, or of any other third party.
28.5. Tenant acknowledges that security devices and services, if any, while intended to deter crime, may not in given instances prevent theft or other criminal acts. Landlord shall not be liable for injuries or losses unless caused by criminal acts of third parties, and Tenant assumes the risk that any security device Landlord’s or service may malfunction Landlord’s Agents’ willful misconduct or otherwise be circumvented by a criminal. If Tenant desires protection against such criminal acts, then Tenant shall, at Tenant’s sole cost and expense, obtain appropriate insurance coveragegross negligence.
28.6. The provisions of this Article shall survive the expiration or earlier termination of this Lease.
Appears in 1 contract
Sources: Lease (Ligand Pharmaceuticals Inc)
Indemnification and Exculpation. 28.1. Subject 20.1 Except to Section 23.7the extent of Landlord's indemnity obligations set forth in Sections 20.2 and 21.6 and other applicable provisions of the Lease, Tenant agrees to indemnifyindemnify Landlord, saveand its partners and affiliates, defend and their respective shareholders, directors, officers, agents, contractors (at Landlord’s option and with counsel reasonably acceptable to Landlordtheir subcontractors) and hold the Landlord Indemnitees employees (collectively, "Landlord's Agents") against, and to protect, defend, and save them harmless from from, all demands, claims, causes of action, liabilities, losses and against any judgments, and all Claims, excluding consequential damages reasonable expenses incurred in investigating or resisting the same (unless otherwise specified in this Leaseincluding reasonable attorneys' fees), arising from for death of or injury or death to any person or damage to property arising out of (i) any property occurring within occurrence in, upon or about the PremisesPremises during the term of this Lease to the extent of proceeds of insurance required to be maintained by Tenant under this Lease and applicable deductibles, the Building(ii) Tenant's use, the Property or the Project arising directly or indirectly out of Tenant’s or Tenant’s employees’occupancy, agents’repairs, contractors’ or invitees’ use or occupancy maintenance, and improvements of the Premises and all improvements, fixtures, equipment and personal property thereon, and (iii) any act or a breach omission of Tenant, its shareholders, directors, officers, agents, employees, servants, contractors (and their subcontractors), invitees and subtenants. Tenant's obligation under this Section 20.1 shall survive the expiration or default earlier termination of the term of this Lease.
20.2 Landlord agrees to indemnify Tenant, and its partners and affiliates, and their respective shareholders, directors, officers, agents, contractors (and their subcontractors) and employees (collectively, "Tenant's Agents") against, and to protect, defend, and save them harmless from, all demands, claims, causes of action, liabilities, losses and judgments, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' fees), for death of or injury to person or damage to property by Tenant in Landlord and arising out of (i) any occurrence in, upon or about the performance Premises during the term of any of its obligations hereunder, except this Lease to the extent caused by the willful misconduct or gross negligence of Landlord or Landlord’s or Landlord Indemnitees’ negligence or willful misconduct.
28.2. Subject to Sections 23.7's Agents, 28.3 (ii) Landlord's repairs, maintenance, and 31.12 and any subrogation provisions contained in the Work Letter, Landlord agrees to indemnify, save, defend (at Tenant’s option and with counsel reasonably acceptable to Tenant) and hold Tenant and its affiliates, members, employees, agents and contractors (the “Tenant Indemnitees”) harmless from and against any and all Claims, excluding consequential damages, arising from injury or death to any person or damage to any property occurring within or about improvements of the Premises, the Building, the Property and (iii) any act or the Project arising directly or indirectly out omission of Landlord’s Landlord or Landlord’s employees’'s Agents (including servants, agents’, contractors’ contractors and their subcontractors and invitees). Landlord's obligation under this Section 20.2 shall survive the expiration or invitees’ gross negligence or willful misconduct, except to earlier termination of the extent caused by Tenant’s or Tenant Indemnitees’ negligence or willful misconductterm of this Lease.
28.3. 20.3 Notwithstanding any provision of Section 28.1 Sections 20.1 and 20.2 to the contrary, Landlord shall not be liable to Tenant for, and Tenant assumes all risk of, of damage to any fixtures, goods, inventory, merchandise, equipment, records, research, experiments, computer hardware and software, leasehold improvements, and other personal property or scientific research, including loss of records kept by Tenant within the Premises and damage or losses caused by fire, electrical malfunction, gas explosion or water damage of any type nature whatsoever (including broken water lines, malfunctioning fire sprinkler systems, roof leaks or stoppages any personal property installed as part of linesthe work required of Landlord under the Work Letter), unless any such loss is due to Landlord’s willful disregard of written notice by Tenant of need for a repair that Landlord is responsible to make for an unreasonable period of time. Tenant further waives any claim for injury to Tenant’s business or loss of income relating to any such damage or destruction of personal property as described in this Section.
28.4. and Landlord shall not be liable for injury to Tenant's business or any damages arising from any actloss of income therefrom relative to such damage, omission unless caused by Landlord's or neglect Landlord's Agents' willful misconduct or gross negligence.
20.4 The indemnity obligations of both Landlord and Tenant under this Section 20 shall be satisfied to the extent of proceeds of applicable insurance maintained by Tenant to the extent thereof, and thereafter to proceeds of any other tenant in applicable insurance maintained by Landlord; Landlord and Tenant shall be required to satisfy any such obligation only to the Building or the Project, or extent it is not satisfied by proceeds of any other third partyapplicable insurance as set forth above.
28.5. Tenant acknowledges that security 20.5 Security devices and services, if any, while intended to deter crime, crime may not in given instances prevent theft or other criminal acts. acts and it is agreed that Landlord shall not be liable for injuries or losses caused by criminal acts of third parties, parties and Tenant assumes the risk that any security device or service may malfunction or otherwise be circumvented by a criminalcriminal is assumed by Tenant. If Tenant shall at Tenant's cost obtain insurance coverage to the extent Tenant desires protection against such criminal acts, then Tenant shall, at Tenant’s sole cost and expense, obtain appropriate insurance coverage.
28.6. The provisions of this Article shall survive the expiration or earlier termination of this Lease.
Appears in 1 contract
Indemnification and Exculpation. 28.1. Subject to Section 23.7, 20.1 Tenant agrees to indemnifyindemnify Landlord, saveand its members and affiliates, defend and their respective shareholders, directors, officers, agents, contractors and employees (at collectively, “Landlord’s option Agents”), against, and with counsel reasonably acceptable to Landlord) protect, defend, and hold the Landlord Indemnitees save them harmless from from, all demands, claims, causes of action, liabilities, losses, costs, expenses, and against any judgments, and all Claims, excluding consequential damages reasonable expenses incurred in investigating or resisting the same (unless otherwise specified in this Leaseincluding reasonable attorneys’ fees), arising from for death of or injury or death to any person or damage to property arising out of (i) any property occurring within occurrence in, upon or about the Premises, Premises during the Building, term of this Lease to the Property extent caused by the negligence or the Project arising directly or indirectly out willful misconduct of Tenant’s Tenant or Tenant’s employees’Agents, agents’(ii) Tenant’s use, contractors’ or invitees’ use or occupancy occupancy, repairs, maintenance, and improvements of the Premises and all improvements, fixtures, equipment and personal property thereon, (iii) any negligent or a breach wrongful act or default by Tenant in the performance omission of any of Tenant, its obligations hereundershareholders, directors, officers, agents, employees, servants, contractors, invitees and subtenants, except to the extent caused by Landlord’s or Landlord Indemnitees’ the negligence or willful misconductmisconduct of Landlord or Landlord’s Agents, (iv) the breach of this Lease or the violation of any law by Tenant, and (v) Tenant’s actions under Sections 18.3 and 18.4 above. Tenant’s obligation under this Section 20.1 shall survive the expiration or earlier termination of the term of this Lease.
28.2. Subject to Sections 23.7, 28.3 and 31.12 and any subrogation provisions contained in the Work Letter, 20.2 Landlord agrees to indemnifyindemnify Tenant, saveit successor, defend (at Tenant’s option subtenants and with counsel reasonably acceptable to Tenant) assigns, and hold Tenant and its affiliatestheir respective shareholders, directors, managers, members, employeespartners, agents lenders, affiliates, officers, agents, and contractors employees (the collectively “Tenant IndemniteesTenant’s Agents”) against and save them harmless from all demands, claims, causes of action, liabilities, losses, costs, expenses, and against any judgments, and all Claimsreasonable expenses incurred in investigating or resisting the same (including reasonable attorneys’ fees), excluding consequential damagesfor death of, arising from or injury or death to to, any person or damage to property arising from or out of any property occurring within occurrence in, upon, or about the Premises, the Building, the Property Premises or the Project arising directly to the extent at any time caused by the breach of this Lease by Landlord or indirectly out the violation of Landlord’s any law by, or the negligence or willful misconduct of, Landlord or Landlord’s employees’, agents’, contractors’ Agents. Landlord’s obligations under this Section 20.2 shall survive the expiration or invitees’ gross negligence or willful misconduct, except to earlier termination of the extent caused by Tenant’s or Tenant Indemnitees’ negligence or willful misconductterm of this Lease.
28.3. 20.3 Notwithstanding any provision of Section 28.1 Sections 20.1 and 20.2 to the contrary, Landlord shall not be liable to Tenant for, and Tenant assumes all risk of, of damage to any fixtures, goods, inventory, merchandise, equipment, records, research, experiments, animals and other living organisms, computer hardware and software, leasehold improvements, and other personal property of any nature whatsoever of Tenant or scientific research, including loss of records kept by Tenant Tenant’s Agents located within the Premises Premises, and damage or losses caused by fire, electrical malfunction, gas explosion or water damage of any type (including broken water lines, malfunctioning fire sprinkler systems, roof leaks or stoppages of lines), unless any such loss is due to Landlord’s willful disregard of written notice by Tenant of need for a repair that Landlord is responsible to make for an unreasonable period of time. Tenant further waives any claim shall not be liable for injury to Tenant’s business or any loss of income relating therefrom relative to such damage.
20.4 The indemnity obligations of both Landlord and Tenant under this Section 20 shall be reduced first to the extent of proceeds of applicable insurance maintained by the indemnifying party to the extent thereof; Landlord and Tenant shall be required to satisfy any such damage or destruction obligation only to the extent it is not otherwise compensated by proceeds of personal property applicable insurance as described in this Sectionset forth above.
28.4. Landlord shall not be liable for any damages arising from any act, omission or neglect of any other tenant in the Building or the Project, or of any other third party.
28.5. Tenant acknowledges that security 20.5 Security devices and services, if any, while intended to deter crime, crime may not in given instances prevent theft or other criminal acts. acts of third parties and it is agreed that notwithstanding anything to the contrary herein Landlord shall not be liable for injuries or losses caused by criminal acts of third parties, parties and Tenant assumes the risk that any security device or service may malfunction or otherwise be circumvented by a criminalcriminal is assumed by Tenant. If Tenant shall at Tenant’s cost obtain insurance coverage to the extent Tenant desires protection against such criminal acts, then Tenant shall, at Tenant’s sole cost and expense, obtain appropriate insurance coverage.
28.6. The provisions 20.6 Landlord shall not be liable for any damages arising from any act or neglect of this Article shall survive any other tenant in the expiration Building or earlier termination Project, except to the extent of this Leaseinsurance proceeds applicable to such damages.
Appears in 1 contract
Sources: Lease (Icagen Inc)
Indemnification and Exculpation. 28.1. Subject to Section 23.7, Tenant agrees to indemnify, save, defend (at Landlord’s 's option and with counsel reasonably acceptable to Landlord) and hold the Landlord Indemnitees harmless from and against any and all Claims, excluding consequential damages (unless otherwise specified in this Lease), Claims arising from injury or death to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising directly or indirectly out of Tenant’s 's or Tenant’s 's employees’', agents’', contractors’ ' or invitees’ ' use or occupancy of the Premises Project or a breach or default by Tenant in the performance of any of its obligations hereunder, except in all cases to the extent caused by Landlord’s 's or Landlord Indemnitees’ Landlord's employees', agents' or contractors' negligence or willful misconduct.
28.2. Subject to Sections 23.7, 28.3 and 31.12 and any subrogation provisions contained in the Work Letter, Landlord agrees to indemnify, save, defend (at Tenant’s 's option and with counsel reasonably acceptable to Tenant) and hold the Tenant and its Tenant's affiliates, members, employees, agents agents, and contractors (the “Tenant Indemnitees”) harmless from and against any and all Claims, excluding consequential damages, Claims arising from injury or death to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising directly or indirectly out of Landlord’s 's or Landlord’s 's employees’', agents’, ' or contractors’ or invitees’ ' gross negligence or willful misconduct, except in all cases to the extent caused by Tenant’s 's or Tenant Indemnitees’ Tenant's employees', agents' or contractors' negligence or willful misconduct.
28.328.2. Notwithstanding any provision of Section 28.1 to the contrary, Landlord shall not be liable to Tenant for, and Tenant assumes all risk of, damage to personal property or scientific research, including loss of records kept by Tenant within the Premises and damage or losses caused by fire, electrical malfunction, gas explosion or water damage of any type (including broken water lines, malfunctioning fire sprinkler systems, roof leaks or stoppages of lines), unless any such loss is due to Landlord’s willful disregard of 's failure to respond to written notice by Tenant of need for a repair that Landlord is responsible to make for an unreasonable period of timeten (10) business days. Tenant further waives any claim for injury to Tenant’s 's business or loss of income relating to any such damage or destruction of personal property as described in this Section.
28.428.3. Landlord shall not be liable for any damages arising from any act, omission or neglect of any other tenant in the Building or the Project, or of for any other third party.
28.528.4. Tenant acknowledges that security devices and services, if any, while intended to deter crime, may not in given instances prevent theft or other criminal acts. Landlord shall not be liable for injuries or losses caused by criminal acts of third parties, and Tenant assumes the risk that any security device or service may malfunction or otherwise be circumvented by a criminal. If Tenant desires protection against such criminal acts, then Tenant shall, at Tenant’s 's sole cost and expense, obtain appropriate insurance coverage.
28.628.5. The provisions of this Article shall survive the expiration or earlier termination of this Lease.
Appears in 1 contract
Sources: Lease (Macrogenics Inc)
Indemnification and Exculpation. 28.1. Subject 20.1 Except to the extent of the responsibility of Landlord pursuant to Section 23.720.2 hereof, Tenant agrees to indemnifyindemnify Landlord and its members and affiliates, saveand their respective shareholders, defend directors, managers, members, partners, lenders, officers, agents, and employees (at Landlord’s option collectively, "LANDLORD'S AGENTS"), against, and with counsel reasonably acceptable to Landlord) protect, defend, and hold the Landlord Indemnitees save them harmless from from, all demands, claims, causes of action, liabilities, losses and against any judgments, and all Claims, excluding consequential damages reasonable expenses incurred in investigating or resisting the same (unless otherwise specified in this Leaseincluding reasonable attorneys' fees), arising from for death of or injury or death to any person or damage to property arising out of (i) any property occurring within occurrence in, upon or about the PremisesPremises during the term of this Lease, the Building(ii) Tenant's use, the Property or the Project arising directly or indirectly out of Tenant’s or Tenant’s employees’occupancy, agents’repairs, contractors’ or invitees’ use or occupancy maintenance, and improvements of the Premises and all improvements, fixtures, equipment and personal property thereon, and (iii) any act or a breach or default by Tenant in the performance omission of any of Tenant, its obligations hereundershareholders, directors, officers, agents, employees, servants, contractors, invitees and subtenants, except to the extent caused by Landlord’s or Landlord Indemnitees’ the negligence or willful misconductmisconduct of Landlord or Landlord's Agents. Tenant's obligation under this Section 20.1 shall survive the expiration or earlier termination of the term of this Lease.
28.2. Subject to Sections 23.7, 28.3 and 31.12 and any subrogation provisions contained in the Work Letter, 20.2 Landlord agrees to indemnify, save, defend (at Tenant’s option and with counsel reasonably acceptable to Tenant) and hold indemnify Tenant and its affiliatesTenant's shareholders, directors, managers, members, employeespartners, agents lenders, affiliates, officers, agents, and contractors employees (the “Tenant Indemnitees”collectively "TENANT'S AGENTS") against and save them harmless from all demands, claims, causes of action and against any judgments, and all Claimsreasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' fees), excluding consequential damagesfor death of, arising from or injury or death to to, any person or damage to property arising from or out of any property occurring within occurrence in, upon, or about the Premises, Premises during the Building, the Property or the Project arising directly or indirectly out term of Landlord’s or Landlord’s employees’, agents’, contractors’ or invitees’ gross negligence or willful misconduct, except this Lease to the extent caused by Tenant’s or Tenant Indemnitees’ the negligence or willful misconductmisconduct of Landlord or Landlord's Agents. Landlord's obligations under this Section 20.2 shall survive the expiration or earlier termination of the term of this Lease.
28.3. 20.3 Notwithstanding any provision of Section 28.1 this Article 20 to the contrary, Landlord shall not be liable to Tenant for, and Tenant assumes all risk of, of damage to and loss of any fixtures, goods, inventory, merchandise, equipment, records, research, experiments, animals and other living organisms, computer hardware and software, leasehold improvements, and other personal property or scientific research, including loss of records kept by Tenant within the Premises and damage or losses caused by fire, electrical malfunction, gas explosion or water damage of any type (including broken water linesnature whatsoever, malfunctioning fire sprinkler systems, roof leaks or stoppages of lines), unless any such loss is due to Landlord’s willful disregard of written notice by Tenant of need for a repair that and Landlord is responsible to make for an unreasonable period of time. Tenant further waives any claim shall not be liable for injury to Tenant’s 's business or any loss of income relating therefrom relative to any such damage, other than to the extent Landlord receives proceeds of insurance specifically allocated to such damage or destruction loss. Tenant acknowledges that it is Tenant's obligation to procure insurance against any such damages or loss pursuant to Section 21.4, and that it would be impractical for Landlord to procure any such insurance in that the nature of personal property as described in this Section.
28.4Tenant's business makes the risks uncertain and difficult to underwrite and the potential risks are greater than Landlord is willing to assume. Therefore, regardless of the fault of Landlord, Landlord shall not be liable for any damages arising from any actsuch damage or loss, omission other than to the extent Landlord receives proceeds of insurance specifically allocated to such damage or neglect loss.
20.4 The indemnity obligations of both Landlord and Tenant under this Section 20 shall be satisfied to the extent of proceeds of applicable insurance maintained by the indemnifying party to the extent thereof, and thereafter to proceeds of any applicable insurance maintained by the other tenant in party; Landlord and Tenant shall be required to satisfy any such obligation only to the Building or the Project, or extent it is not satisfied by proceeds of any other third partyapplicable insurance as set forth above.
28.5. Tenant acknowledges that security 20.5 Security devices and services, if any, while intended to deter crime, crime may not in given instances prevent theft or other criminal acts. acts of third parties and it is agreed that Landlord shall not be liable for injuries or losses caused by criminal acts of third parties, parties and Tenant assumes the risk that any security device or service may malfunction or otherwise be circumvented by a criminalcriminal is assumed by Tenant, other than such injuries caused by the gross negligence or intentional conduct of the Landlord. If Tenant shall at Tenant's cost obtain insurance coverage to the extent Tenant desires protection against such criminal acts, then Tenant shall, at Tenant’s sole cost and expense, obtain appropriate insurance coverage.
28.6. The provisions of this Article shall survive the expiration or earlier termination of this Lease.
Appears in 1 contract
Indemnification and Exculpation. 28.1. Subject 20.1 Except to the extent of the responsibility of Landlord pursuant to Section 23.720.2 hereof, Tenant agrees to indemnifyindemnify Landlord and its members and affiliates, saveand their respective shareholders, defend directors, managers, members, partners, lenders, officers, agents, and employees (at collectively, "Landlord’s option 's Agents"), against, and with counsel reasonably acceptable to Landlord) protect, defend, and hold the Landlord Indemnitees save them harmless from from, all demands, claims, causes of action, liabilities, losses and against any judgments, and all Claims, excluding consequential damages reasonable expenses incurred in investigating or resisting the same (unless otherwise specified in this Leaseincluding reasonable attorneys' fees), arising from for death of or injury or death to any person or damage to property arising out of any property occurring within occurrence in, upon or about the Premises, Premises during the Building, term of this Lease to the Property extent caused by the negligence or the Project arising directly or indirectly out willful misconduct of Tenant’s or Tenant’s employees’, its shareholders, directors, officers, agents’, employees, servants, contractors’ or invitees’ use or occupancy of the Premises or a breach or default by Tenant in the performance of any of its obligations hereunder, invitees and subtenants, except to the extent caused by Landlord’s or Landlord Indemnitees’ the negligence or willful misconductmisconduct of Landlord or Landlord's Agents. Tenant's obligation under this Section 20.1 shall survive the expiration or earlier termination of the term of this Lease.
28.2. Subject to Sections 23.7, 28.3 and 31.12 and any subrogation provisions contained in the Work Letter, 20.2 Landlord agrees to indemnify, save, defend (at Tenant’s option and with counsel reasonably acceptable to Tenant) and hold indemnify Tenant and its affiliatesTenant's shareholders, directors, managers, members, employeespartners, agents lenders, affiliates, officers, agents, and contractors employees (the “Tenant Indemnitees”collectively "Tenant's Agents") against and save them harmless from all demands, claims, causes of action and against any judgments, and all Claimsreasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' fees), excluding consequential damagesfor death of, arising from or injury or death to to, any person or damage to property arising from or out of any property occurring within occurrence in, upon, or about the Premises, Premises during the Building, term of this Lease to the Property or extent caused by the Project arising directly or indirectly out of Landlord’s or Landlord’s employees’, agents’, contractors’ or invitees’ gross negligence or willful misconductmisconduct of Landlord or Landlord's Agents, except to the extent caused by Tenant’s or Tenant Indemnitees’ the negligence or willful misconductconduct of Tenant or Tenant's Agents. Landlord's obligations under this Section 20.2 shall survive the expiration or earlier termination of the term of this Lease.
28.3. 20.3 Notwithstanding any provision of Section 28.1 this Article 20 to the contrary, Landlord shall not be liable to Tenant for, and Tenant assumes all risk of, of damage to and loss of any fixtures, goods, inventory, merchandise, equipment, records, research, experiments, animals and other living organisms, computer hardware and software, leasehold improvements, and other personal property or scientific research, including loss of records kept by Tenant within the Premises and damage or losses caused by fire, electrical malfunction, gas explosion or water damage of any type (including broken water linesnature whatsoever, malfunctioning fire sprinkler systems, roof leaks or stoppages of lines), unless any such loss is due to Landlord’s willful disregard of written notice by Tenant of need for a repair that and Landlord is responsible to make for an unreasonable period of time. Tenant further waives any claim shall not be liable for injury to Tenant’s 's business or any loss of income relating therefrom relative to such damage. Tenant acknowledges that it is Tenant's obligation to procure insurance against any such damage damages or destruction loss pursuant to Sections 21.1 and 21.5, and that it would be impractical for Landlord to procure any such insurance in that the nature of personal property as described in this Section.
28.4Tenant's business makes the risks uncertain and difficult to underwrite and the potential risks are greater than Landlord is willing to assume. Therefore, regardless of the fault of Landlord, Landlord shall not be liable for any damages arising from any actsuch damage or loss.
20.4 The indemnity obligations of both Landlord and Tenant under this Section 20 shall be satisfied to the extent of proceeds of applicable insurance maintained by the indemnifying party to the extent thereof, omission or neglect and thereafter to proceeds of any applicable insurance maintained by the other tenant in the Building or the Project, or of any other third party.
28.5. Tenant acknowledges that security devices and services, if any, while intended to deter crime, may not in given instances prevent theft or other criminal acts. ; Landlord shall not be liable for injuries or losses caused by criminal acts of third parties, and Tenant assumes shall be required to satisfy any such obligation only to the risk that any security device or service may malfunction or otherwise be circumvented extent it is not satisfied by a criminal. If Tenant desires protection against such criminal acts, then Tenant shall, at Tenant’s sole cost and expense, obtain appropriate proceeds of applicable insurance coverageas set forth above.
28.6. The provisions of this Article shall survive the expiration or earlier termination of this Lease.
Appears in 1 contract
Indemnification and Exculpation. 28.1. Subject 20.1 Except to the extent of the responsibility of Landlord pursuant to Section 23.720.2 hereof, Tenant agrees to indemnifyindemnify Landlord, saveand its partners and affiliates, defend and their respective shareholders, directors, officers, agents, contractors and employees (at collectively, "Landlord’s option 's Agents"), against, and with counsel reasonably acceptable to Landlord) protect, defend, and hold the Landlord Indemnitees save them harmless from from, all demands, claims, causes of action, liabilities, losses and against any judgments, and all Claims, excluding consequential damages reasonable expenses incurred in investigating or resisting the same (unless otherwise specified in this Leaseincluding reasonable attorneys' fees), arising from for death of or injury or death to any person or damage to property arising out of (i) any property occurring within occurrence in, upon or about the PremisesPremises during the term of this Lease, the Building(ii) Tenant's use, the Property or the Project arising directly or indirectly out of Tenant’s or Tenant’s employees’occupancy, agents’repairs, contractors’ or invitees’ use or occupancy maintenance, and improvements of the Premises and all improvements, fixtures, equipment and personal property thereon, and (iii) any act or a breach or default by Tenant in the performance omission of any of Tenant, its obligations hereundershareholders, directors, officers, agents, employees, servants, contractors, invitees and subtenants, except to the extent caused by Landlord’s or Landlord Indemnitees’ the negligence or willful misconductmisconduct of Landlord. Tenant's obligation under this Section 20.1 shall survive the expiration or earlier termination of the term of this Lease.
28.2. Subject to Sections 23.7, 28.3 and 31.12 and any subrogation provisions contained in the Work Letter, 20.2 Landlord agrees to indemnify, save, defend (at Tenant’s option and with counsel reasonably acceptable to Tenant) and hold indemnify Tenant and its affiliatesTenant's shareholders, membersdirectors, employeesofficers, agents agents, and contractors employees (the “Tenant Indemnitees”collectively "Tenant's Agents") against and save them harmless from all demands, claims, causes of action and against any judgments, and all Claimsreasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' fees), excluding consequential damagesfor death of, arising from or injury or death to to, any person or damage to property arising from or out of any property occurring within occurrence in, upon, or about the Premises, Premises during the Building, term of this Lease if caused by the Property or the Project arising directly or indirectly out of Landlord’s or Landlord’s employees’, agents’, contractors’ or invitees’ gross negligence or willful misconductmisconduct of Landlord or Landlord's directors, except to officers, agents, employees, servants, contractors, invitees and subtenants, unless caused in part by the extent caused by Tenant’s or Tenant Indemnitees’ negligence or willful misconductmisconduct of Tenant or Tenant's Agents. Landlord's obligations under this Section 20.2 shall survive the expiration or earlier termination of the term of this Lease.
28.3. 20.3 Notwithstanding any provision of Section 28.1 Sections 20.1 and 20.2 to the contrary, Landlord shall not be liable to Tenant for, and Tenant assumes all risk of, of damage to any fixtures, goods, inventory, merchandise, equipment, records, research, experiments, animals and other living organisms, computer hardware and software, leasehold improvements, and other personal property or scientific research, including loss of records kept by Tenant within the Premises and damage or losses caused by fire, electrical malfunction, gas explosion or water damage of any type (including broken water linesnature whatsoever, malfunctioning fire sprinkler systems, roof leaks or stoppages of lines), unless any such loss is due to Landlord’s willful disregard of written notice by Tenant of need for a repair that Landlord is responsible to make for an unreasonable period of time. Tenant further waives any claim for injury to Tenant’s business or loss of income relating to any such damage or destruction of personal property as described in this Section.
28.4. and Landlord shall not be liable for injury to Tenant's business or any damages arising from any actloss of income therefrom relative to such damage, omission unless caused by Landlord's or neglect Landlord's Agents' willful misconduct or gross negligence.
20.4 The indemnity obligations of both Landlord and Tenant under this Section 20 shall be satisfied to the extent of proceeds of applicable insurance maintained by the indemnifying party to the extent thereof, and thereafter to proceeds of any applicable insurance maintained by the other tenant in party; Landlord and Tenant shall be required to satisfy any such obligation only to the Building or the Project, or extent it is not satisfied by proceeds of any other third partyapplicable insurance as set forth above.
28.5. Tenant acknowledges that security 20.5 Security devices and services, if any, while intended to deter crime, crime may not in given instances prevent theft or other criminal acts. acts and it is agreed that Landlord shall not be liable for injuries or losses caused by criminal acts of third parties, parties and Tenant assumes the risk that any security device or service may malfunction or otherwise be circumvented by a criminalcriminal is assumed by Tenant. If Tenant shall at Tenant's cost obtain insurance coverages to the extent Tenant desires protection against such criminal acts, then Tenant shall, at Tenant’s sole cost and expense, obtain appropriate insurance coverage.
28.6. The provisions 20.6 Landlord shall not be liable for any damages arising from any act or neglect of this Article shall survive any other tenant in the expiration Building or earlier termination of this LeaseProject.
Appears in 1 contract
Sources: Lease (Cytel Corp/De)
Indemnification and Exculpation. 28.120.1. Subject to Section 23.7, Tenant agrees to indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord) and hold the save Landlord Indemnitees harmless from and against any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred in investigating or resisting the same (collectively, “Claims, excluding consequential damages (unless otherwise specified in this Lease), ”) arising from (a) injury or death to any person or damage injury to any property occurring within or about the Premises, the Building, the Property or the Project Premises arising directly or indirectly out of Tenant’s or any of Tenant’s officers, employees’, agents’, contractors’ or , invitees’ , customers and subcontractors (collectively, “Tenant’s Agents”) use or occupancy of the Premises or Premises, (b) a breach or default by Tenant in the performance of any of its obligations hereunder, including, without limitation, tenant’s failure to perform any of its obligations in Sections 9.6 and 18.1, (c) any of the Tenant’s Alterations, (d) any determination by a Governmental Authority that the Premises during the Term, any of Tenant’s Alterations at any time, fails or failed to comply with the ADA, and (e) any and all cost or liability for compensation claimed by any other broker or agent, other than the Brokers, employed or engaged by Tenant or claiming to have been employed or engaged by Tenant, except to the extent caused by Landlord’s Parties’ willful misconduct or Landlord Indemnitees’ negligence or willful misconductgross negligence.
28.2. Subject to Sections 23.7, 28.3 and 31.12 and any subrogation provisions contained in the Work Letter, Landlord agrees to indemnify, save, defend (at Tenant’s option and with counsel reasonably acceptable to Tenant) and hold Tenant and its affiliates, members, employees, agents and contractors (the “Tenant Indemnitees”) harmless from and against any and all Claims, excluding consequential damages, arising from injury or death to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising directly or indirectly out of Landlord’s or Landlord’s employees’, agents’, contractors’ or invitees’ gross negligence or willful misconduct, except to the extent caused by Tenant’s or Tenant Indemnitees’ negligence or willful misconduct.
28.320.2. Notwithstanding any provision of Section 28.1 20.1 to the contrary, Landlord shall not be liable to Tenant for, and Tenant assumes all risk of, damage to personal property or scientific research, including including, without limitation, loss of records kept by Tenant within the Premises and damage or losses caused by fire, electrical malfunction, gas explosion or water damage of any type (including including, without limitation, broken water lines, malfunctioning fire sprinkler systems, roof leaks or stoppages of lines), unless any such loss is due to Landlord’s willful disregard of written notice by Tenant of need for a repair that Landlord is responsible to make for an unreasonable period of timetime or to Landlord Parties’ willful misconduct or gross negligence. Tenant further waives any claim for injury to Tenant’s business or loss of income relating to any such damage or destruction of personal property as described in this SectionSection 20.2 except to the extent caused by Landlord Parties’ willful misconduct or gross negligence.
28.420.3. Landlord shall not be liable for any damages arising from any act, omission or neglect of any third party other tenant in than the Building gross negligence or willful misconduct of the Project, or of any other third partyLandlord Parties.
28.520.4. Tenant acknowledges that security devices and services, if any, while intended to deter crime, may not in given instances prevent theft or other criminal acts. Landlord shall not be liable for injuries or losses caused by criminal acts of third partiesparties other than Landlord’s affiliates and agents, and Tenant assumes the risk that any security device or service may malfunction or otherwise be circumvented by a criminal. Tenant may, subject to Article 17, at its expense, install such security devices and contract for such services as Tenant determines are appropriate to deter crime or otherwise protect against criminal acts. If Tenant desires protection against such criminal acts, then Tenant shall, at Tenant’s sole cost and expense, obtain appropriate insurance coverage.
28.620.5. Landlord agrees to indemnify, defend and save Tenant harmless from and against any and all Claims arising from (a) injury or death to any person or injury to any property occurring within or about the Premises arising directly or indirectly out of Landlord Parties’ willful misconduct or gross negligence, (b) a breach or default by Landlord in the performance of its obligations hereunder, or (c) any and all cost or liability for compensation claimed by any other broker or agent, other than the Brokers, employed or engaged by Landlord or claiming to have been employed or engaged by Landlord.
20.6. If a party (the “Indemnified Party”) becomes aware of a Claim which would reasonably be expected to result in an obligation to indemnify the Indemnified Party by the other party (the “Obligated Party”) under this Lease, the Indemnified Party shall notify the Obligated Party thereof in writing within thirty (30) days after it becomes so aware, giving a reasonably detailed description of the Claim to the extent then known, and providing a copy of any written demand, notice, summons or other paper received by the Indemnified Party; provided, however, the Indemnified Party’s failure to provide the Obligated Party notice under this Section 20.6 shall not relieve the Obligated Party’s liability hereunder except to the extent such failure to provide notice created or exacerbated the Obligated Party’s liability hereunder. In addition, the Indemnified Party shall not settle any Claims under Sections 20.1 and 20.5 without the Obligated Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
20.7. The provisions of this Article 20 shall survive the expiration or earlier termination of this Lease.
Appears in 1 contract
Sources: Lease (Arena Pharmaceuticals Inc)
Indemnification and Exculpation. 28.120.1. Subject to Section 23.7, Tenant agrees to indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord) and hold the save Landlord Indemnitees harmless from and against any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred in investigating or resisting the same (collectively, “Claims, excluding consequential damages (unless otherwise specified in this Lease), ”) arising from (a) injury or death to any person or damage injury to any property occurring within or about the Premises, the Building, the Property or the Project Premises arising directly or indirectly out of Tenant or any of Tenant’s or officers, employees, agents, contractors, invitees, customers and subcontractors (collectively, “Tenant’s employees’, agents’, contractors’ or invitees’ Agents”) use or occupancy of the Premises or Premises, (b) a breach or default by Tenant in the performance of any of its obligations hereunder, including, without limitation, tenant’s failure to perform any of its obligations in Sections 10.7 and 18.1, (c) any of the Tenant Alterations, (d) any determination by a Governmental Authority that the Premises during the Term, or any of Tenant’s Alterations at any time, fails or failed to comply with the ADA, and (e) any and all cost or liability for compensation claimed by any other broker or agent, other than the Brokers, employed or engaged by Tenant or claiming to have been employed or engaged by Tenant, except to the extent caused by Landlord’s Parties’ willful misconduct or Landlord Indemnitees’ negligence or willful misconductgross negligence.
28.2. Subject to Sections 23.7, 28.3 and 31.12 and any subrogation provisions contained in the Work Letter, Landlord agrees to indemnify, save, defend (at Tenant’s option and with counsel reasonably acceptable to Tenant) and hold Tenant and its affiliates, members, employees, agents and contractors (the “Tenant Indemnitees”) harmless from and against any and all Claims, excluding consequential damages, arising from injury or death to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising directly or indirectly out of Landlord’s or Landlord’s employees’, agents’, contractors’ or invitees’ gross negligence or willful misconduct, except to the extent caused by Tenant’s or Tenant Indemnitees’ negligence or willful misconduct.
28.320.2. Notwithstanding any provision of Section 28.1 20.1 to the contrary, Landlord shall not be liable to Tenant for, and Tenant assumes all risk of, damage to personal property or scientific research, including including, without limitation, loss of records kept by Tenant within the Premises and damage or losses caused by fire, electrical malfunction, gas explosion or water damage of any type (including including, without limitation, broken water lines, malfunctioning fire sprinkler systems, roof leaks or stoppages of lines), unless any such loss is due to Landlord’s willful disregard of written notice by Tenant of need for a repair that Landlord is responsible to make for an unreasonable period of timetime or to Landlord Parties’ willful misconduct or gross negligence. Tenant further waives any claim for injury to Tenant’s business or loss of income relating to any such damage or destruction of personal property as described in this SectionSection 20.2 except to the extent caused by Landlord Parties’ willful misconduct or gross negligence.
28.420.3. Landlord shall not be liable for any damages arising from any act, omission or neglect of any third party other tenant in than the Building gross negligence or willful misconduct of the Project, or of any other third partyLandlord Parties.
28.520.4. Tenant acknowledges that security devices and services, if any, while intended to deter crime, may not in given instances prevent theft or other criminal acts. Landlord shall not be liable for injuries or losses caused by criminal acts of third partiesparties other than Landlord’s affiliates and agents, and Tenant assumes the risk that any security device or service may malfunction or otherwise be circumvented by a criminal. Tenant may, subject to Article 17, at its expense, install such security devices and contract for such services as Tenant determines are appropriate to deter crime or otherwise protect against criminal acts. If Tenant desires protection against such criminal acts, then Tenant shall, at Tenant’s sole cost and expense, obtain appropriate insurance coverage.
28.620.5. Landlord agrees to indemnify, defend and save Tenant harmless from and against any and all Claims arising from (a) injury or death to any person or injury to any property occurring within or about the Premises arising directly or indirectly out of Landlord Parties’ willful misconduct or gross negligence, (b) a breach or default by Landlord in the performance of its obligations hereunder, or (c) any and all cost or liability for compensation claimed by any other broker or agent, other than the Brokers, employed or engaged by Landlord or claiming to have been employed or engaged by Landlord.
20.6. If a party (the “Indemnified Party”) becomes aware of a Claim which would reasonably be expected to result in an obligation to indemnify the Indemnified Party by the other party (the “Obligated Party”) under this Lease, the Indemnified Party shall notify the Obligated Party thereof in writing within thirty (30) days after it becomes so aware, giving a reasonably detailed description of the Claim to the extent then known, and providing a copy of any written demand, notice, summons or other paper received by the Indemnified Party; provided, however, the Indemnified Party’s failure to provide the Obligated Party notice under this Section 20.6 shall not relieve the Obligated Party’s liability hereunder except to the extent such failure to provide notice created or exacerbated the Obligated Party’s liability hereunder. In addition, the Indemnified Party shall not settle any Claims under Sections 4.3, 20.1, 20.5 and 25.10 without the Obligated Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
20.7. The provisions of this Article 20 shall survive the expiration or earlier termination of this Lease.
Appears in 1 contract
Sources: Lease (Arena Pharmaceuticals Inc)
Indemnification and Exculpation. 28.1. Subject 20.1 Except to the extent of the responsibility of Landlord pursuant to Section 23.720.2 hereof, Tenant agrees to indemnifyindemnify Landlord, saveand its members and affiliates, defend and their respective shareholders, directors, officers, agents, contractors and employees (at collectively, “Landlord’s option Agents”), against, and with counsel reasonably acceptable to Landlord) protect, defend, and hold the Landlord Indemnitees save them harmless from from, all demands, claims, causes of action, liabilities, losses and against any judgments, and all Claimsreasonable expenses incurred in investigating or resisting the same (including reasonable attorneys’ fees), excluding consequential damages for death of or injury to person or damage to property arising out of (unless otherwise specified in i) any occurrence in, upon or about the Premises during the term of this Lease, (ii) Tenant’s use, occupancy, repairs, maintenance, and improvements of the Premises and all improvements, fixtures, equipment and personal property thereon, and (iii) any act or omission of Tenant, and any act or omission of its shareholders, directors, officers, agents, employees, servants, contractors, invitees and subtenants when acting within the scope of their relationship with Tenant, unless, in each case, caused in part by the negligence or willful misconduct of Landlord or Landlord’s Agents, in which event Tenant shall partially indemnify Landlord and Landlord’s Agents to the extent of Tenant’s or Tenant’s Agents liability. Tenant’s obligation under this Section 20.1 shall survive the expiration or earlier termination of the term of this Lease.
20.2 Landlord agrees to indemnify Tenant and its affiliates, and their respective shareholders, directors, officers, agents, contractors and and employees (collectively “Tenant’s Agents”), arising from against, and to protect and save them harmless from, all demands, claims, causes of action, liabilities, losses and judgments, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys’ fees), for death of or injury or death to any person or damage to property arising from or out of any property occurring within occurrence in, upon, or about the PremisesPremises during the term of this Lease if caused by the negligence or willful misconduct of Landlord or Landlord’s Agents, unless caused in part by the Building, the Property negligence or the Project arising directly or indirectly out willful misconduct of Tenant’s Tenant or Tenant’s employees’Agents, agents’, contractors’ in which latter case Landlord or invitees’ use or occupancy of the Premises or a breach or default by Landlord’s Agents shall partially indemnify Tenant in the performance of any of its obligations hereunder, except and Tenant’s Agents to the extent caused by Landlord’s or Landlord Indemnitees’ negligence or willful misconduct.
28.2. Subject to Sections 23.7, 28.3 and 31.12 and any subrogation provisions contained in the Work Letter, Landlord agrees to indemnify, save, defend (at Tenant’s option and with counsel reasonably acceptable to Tenant) and hold Tenant and its affiliates, members, employees, agents and contractors (the “Tenant Indemnitees”) harmless from and against any and all Claims, excluding consequential damages, arising from injury or death to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising directly or indirectly out of Landlord’s or Landlord’s employees’, agents’, contractorsAgents’ liability. Landlord’s obligations under this Section 20.2 shall survive the expiration or invitees’ gross negligence or willful misconduct, except to earlier termination of the extent caused by Tenant’s or Tenant Indemnitees’ negligence or willful misconductterm of this Lease.
28.3. 20.3 Notwithstanding any provision of Section 28.1 Sections 20.1 and 20.2 to the contrary, Landlord shall not be liable to Tenant for, and Tenant assumes all risk of, of damage to any fixtures, goods, inventory, merchandise, equipment, records, research, experiments, animals and other living organisms, computer hardware and software, leasehold improvements, and other personal property or scientific research, including loss of records kept by Tenant within the Premises and damage or losses caused by fire, electrical malfunction, gas explosion or water damage of any type (including broken water linesnature whatsoever, malfunctioning fire sprinkler systems, roof leaks or stoppages of lines), unless any such loss is due to Landlord’s willful disregard of written notice by Tenant of need for a repair that and Landlord is responsible to make for an unreasonable period of time. Tenant further waives any claim shall not be liable for injury to Tenant’s business or any loss of income relating therefrom relative to such damage.
20.4 The indemnity obligations of both Landlord and Tenant under this Section 20 shall be satisfied to the extent of proceeds of applicable insurance maintained by the indemnifying party to the extent thereof, and thereafter to proceeds of any applicable insurance maintained by the other party; Landlord and Tenant shall be required to satisfy any such damage or destruction obligation only to the extent it is not satisfied by proceeds of personal property applicable insurance as described in this Sectionset forth above.
28.4. Landlord shall not be liable for any damages arising from any act, omission or neglect of any other tenant in the Building or the Project, or of any other third party.
28.5. Tenant acknowledges that security 20.5 Security devices and services, if any, while intended to deter crime, crime may not in given instances prevent theft or other criminal acts. acts of third parties and it is agreed that Landlord shall not be liable for injuries or losses caused by criminal acts of third parties, parties and Tenant assumes the risk that any security device or service may malfunction or otherwise be circumvented by a criminalcriminal is assumed by Tenant. If Tenant shall at Tenant’s cost obtain insurance coverage to the extent Tenant desires protection against such criminal acts, then Tenant shall, at Tenant’s sole cost and expense, obtain appropriate insurance coverage.
28.6. The provisions 20.6 Landlord shall not be liable for any damages arising from any act or neglect of this Article shall survive any other tenant in the expiration Building or earlier termination of this LeaseProject.
Appears in 1 contract
Sources: Lease Agreement (Salmedix Inc)
Indemnification and Exculpation. 28.1. Subject 20.1 Except to the extent of the responsibility of Landlord pursuant to Section 23.720.2 hereof, Tenant agrees to indemnifyindemnify Landlord, saveand its partners and affiliates, defend and their respective shareholders, directors, officers, agents, contractors and employees (at collectively, “Landlord’s option Agents”), against, and with counsel reasonably acceptable to Landlord) protect, defend, and hold the Landlord Indemnitees save them harmless from from, all demands, claims, causes of action, liabilities, losses and against any judgments, and all Claims, excluding consequential damages reasonable expenses incurred in investigating or resisting the same (unless otherwise specified in this Leaseincluding reasonable attorneys’ fees), arising from for death of or injury or death to any person or damage to property arising out of (i) any property occurring within occurrence in, upon or about the PremisesPremises during the term of this Lease, the Building, the Property or the Project arising directly or indirectly out of (ii) Tenant’s or Tenant’s employees’use, agents’occupancy, contractors’ or invitees’ use or occupancy repairs, maintenance, and improvements of the Premises and all improvements, fixtures, equipment and personal property thereon, and (iii) any act or a breach or default by Tenant in the performance omission of any of Tenant, its obligations hereundershareholders, directors, officers, agents, employees, servants, contractors, invitees and subtenants, except to the extent caused by Landlord’s or Landlord Indemnitees’ the negligence or willful misconductmisconduct of Landlord or Landlord’s Agents. Tenant’s obligation under this Section 20.1 shall survive the expiration or earlier termination of the term of this Lease.
28.2. Subject to Sections 23.7, 28.3 and 31.12 and any subrogation provisions contained in the Work Letter, 20.2 Landlord agrees to indemnify, save, defend (at indemnify Tenant and Tenant’s option shareholders, directors, officers, agents, and with counsel reasonably acceptable to employees (collectively “Tenant) and hold Tenant and its affiliates, members, employees, agents and contractors (the “Tenant Indemnitees’s Agents”) against and save them harmless from all demands, claims, causes of action, liabilities, losses and against any judgments, and all Claimsreasonable expenses incurred in investigating or resisting the same (including reasonable attorneys’ fees), excluding consequential damagesfor death of, arising from or injury or death to to, any person or damage to property arising from or out of any property occurring within occurrence in, upon, or about the Premises, Premises during the Building, term of this Lease if caused by the Property negligence or the Project arising directly or indirectly out willful misconduct of Landlord’s Landlord or Landlord’s employees’, agents’, contractors’ or invitees’ gross negligence or willful misconductAgents, except to the extent caused by Tenant’s or Tenant Indemnitees’ the negligence or willful misconductmisconduct of Tenant or Tenant’s Agents. Landlord’s obligations under this Section 20.2 shall survive the expiration or earlier termination of the term of this Lease.
28.3. 20.3 Notwithstanding any provision of Section 28.1 Sections 20.1 and 20.2 to the contrary, Landlord shall not be liable to Tenant for, and Tenant assumes all risk of, of damage to any fixtures, goods, inventory, merchandise, equipment, records, research, experiments, animals and other living organisms, computer hardware and software, leasehold improvements, and other personal property or scientific research, including loss of records kept by Tenant within the Premises and damage or losses caused by fire, electrical malfunction, gas explosion or water damage of any type (including broken water linesnature whatsoever, malfunctioning fire sprinkler systems, roof leaks or stoppages of lines), unless any such loss is due to Landlord’s willful disregard of written notice by Tenant of need for a repair that and Landlord is responsible to make for an unreasonable period of time. Tenant further waives any claim shall not be liable for injury to Tenant’s business or any loss of income relating therefrom relative to such damage, unless caused by Landlord’s or Landlord’s Agents’ willful misconduct or gross negligence.
20.4 The indemnity obligations of both Landlord and Tenant under this Section 20 shall be satisfied to the extent of proceeds of applicable insurance maintained by the indemnifying party to the extent thereof, and thereafter to proceeds of any applicable insurance maintained by the other party; Landlord and Tenant shall be required to satisfy any such damage or destruction obligation only to the extent it is not satisfied by proceeds of personal property applicable insurance as described in this Sectionset forth above.
28.4. Landlord shall not be liable for any damages arising from any act, omission or neglect of any other tenant in the Building or the Project, or of any other third party.
28.5. Tenant acknowledges that security 20.5 Security devices and services, if any, while intended to deter crime, may not in given instances prevent theft or other criminal acts. , and it is agreed that Landlord shall not be liable for injuries or losses caused by criminal acts of third parties, parties and Tenant assumes the risk that any security device or service may malfunction or otherwise be circumvented by a criminalcriminal is assumed by Tenant. If Tenant shall at Tenant’s cost obtain insurance coverages to the extent Tenant desires protection against such criminal acts, then Tenant shall, at Tenant’s sole cost and expense, obtain appropriate insurance coverage.
28.6. The provisions 20.6 Landlord shall not be liable for any damages arising from any act or neglect of this Article shall survive any other tenant in the expiration Building or earlier termination of this LeaseProject.
Appears in 1 contract
Sources: Lease (Acucela Inc)
Indemnification and Exculpation. 28.1. Subject to Section 23.7, 20.1 Tenant agrees to indemnifyindemnify Landlord, saveand its partners and affiliates, defend and their respective shareholders, directors, officers, agents, contractors and employees (at collectively, “Landlord’s option Agents”), against, and with counsel reasonably acceptable to Landlordprotect, defend, and save them harmless from, all demands, claims, causes of action, liabilities, losses and judgments, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys’ fees), for death of or injury to person or damage to property arising out of (i) Tenant’s use, occupancy, repairs, maintenance, and hold improvements of the Premises and all improvements, fixtures, equipment and personal property thereon, and (ii) any act or omission of Tenant, its shareholders, directors, officers, agents, employees, servants, contractors, invitees and subtenants. Tenant’s obligation under this Section 20.1 shall survive the expiration or earlier termination of the term of this Lease.
20.2 Landlord Indemnitees agrees to indemnify Tenant and Tenant’s shareholders, directors, officers, agents, and employees (collectively “Tenant’s Agents”) against and save them harmless from all demands, claims, causes of action and against any judgments, and all Claims, excluding consequential damages reasonable expenses incurred in investigating or resisting the same (unless otherwise specified in this Leaseincluding reasonable attorneys’ fees), arising from for death of, or injury or death to to, any person or damage to property arising from or out of any property occurring within occurrence in, upon, or about the PremisesPremises during the term of this Lease if caused by the willful misconduct or gross negligence of Landlord or Landlord’s directors, officers, agents, employees, servants, contractors, invitees and subtenants, unless caused in part by the Building, the Property willful misconduct or the Project arising directly or indirectly out gross negligence of Tenant’s Tenant or Tenant’s employees’, agents’, contractors’ Agents. Landlord’s obligations under this Section 20.2 shall survive the expiration or invitees’ use or occupancy earlier termination of the Premises or a breach or default by Tenant in the performance term of any of its obligations hereunder, except to the extent caused by Landlord’s or Landlord Indemnitees’ negligence or willful misconductthis Lease.
28.2. Subject to Sections 23.7, 28.3 and 31.12 and any subrogation provisions contained in the Work Letter, Landlord agrees to indemnify, save, defend (at Tenant’s option and with counsel reasonably acceptable to Tenant) and hold Tenant and its affiliates, members, employees, agents and contractors (the “Tenant Indemnitees”) harmless from and against any and all Claims, excluding consequential damages, arising from injury or death to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising directly or indirectly out of Landlord’s or Landlord’s employees’, agents’, contractors’ or invitees’ gross negligence or willful misconduct, except to the extent caused by Tenant’s or Tenant Indemnitees’ negligence or willful misconduct.
28.3. 20.3 Notwithstanding any provision of Section 28.1 Sections 20.1 and 20.2 to the contrary, Landlord shall not be liable to Tenant for, and Tenant assumes all risk of, of damage to any fixtures, goods, inventory, merchandise, equipment, records, research, experiments, animals and other living organisms, computer hardware and software, leasehold improvements, and other personal property or scientific research, including loss of records kept by Tenant within the Premises and damage or losses caused by fire, electrical malfunction, gas explosion or water damage of any type (including broken water linesnature whatsoever, malfunctioning fire sprinkler systems, roof leaks or stoppages of lines), unless any such loss is due to Landlord’s willful disregard of written notice by Tenant of need for a repair that and Landlord is responsible to make for an unreasonable period of time. Tenant further waives any claim shall not be liable for injury to Tenant’s business or any loss of income relating therefrom relative to any such damage or destruction of personal property as described in this Section.
28.4. Landlord shall not be liable for any damages arising from any actdamage, omission or neglect of any other tenant in the Building or the Project, or of any other third party.
28.5. Tenant acknowledges that security devices and services, if any, while intended to deter crime, may not in given instances prevent theft or other criminal acts. Landlord shall not be liable for injuries or losses unless caused by criminal acts of third parties, and Tenant assumes the risk that any security device Landlord’s or service may malfunction Landlord’s Agents’ willful misconduct or otherwise be circumvented by a criminal. If Tenant desires protection against such criminal acts, then Tenant shall, at Tenant’s sole cost and expense, obtain appropriate insurance coveragegross negligence.
28.6. The provisions of this Article shall survive the expiration or earlier termination of this Lease.
Appears in 1 contract
Indemnification and Exculpation. 28.1. Subject 20.1 Except to the extent of the responsibility of Landlord pursuant to Section 23.720.2 hereof, Tenant agrees to indemnifyindemnify Landlord, saveand its partners and affiliates, defend and their respective shareholders, directors, officers, agents, contractors and employees (at collectively, "Landlord’s option 's Agents"), against, and with counsel reasonably acceptable to Landlord) protect, defend, and hold the Landlord Indemnitees save them harmless from from, all demands, claims, causes of action, liabilities, losses and against any judgments, and all Claims, excluding consequential damages reasonable expenses incurred in investigating or resisting the same (unless otherwise specified in this Leaseincluding reasonable attorneys' fees), arising from for death of or injury or death to any person or damage to property arising out of (i) any property occurring within occurrence in, upon or about the PremisesPremises during the term of this Lease, the Building(ii) Tenant's use, the Property or the Project arising directly or indirectly out of Tenant’s or Tenant’s employees’occupancy, agents’repairs, contractors’ or invitees’ use or occupancy maintenance, and improvements of the Premises and all improvements, fixtures, equipment and personal property thereon, and (iii) any act or a breach or default by Tenant in the performance omission of any of Tenant, its obligations hereundershareholders, directors, officers, agents, employees, servants, contractors, invitees and subtenants, except to the extent caused by Landlord’s or Landlord Indemnitees’ the negligence or willful misconductmisconduct of Landlord or Landlord's Agents. Tenant's obligation under this Section 20.1 shall survive the expiration or earlier termination of the term of this Lease.
28.2. Subject to Sections 23.7, 28.3 and 31.12 and any subrogation provisions contained in the Work Letter, 20.2 Landlord agrees to indemnify, save, defend (at Tenant’s option and with counsel reasonably acceptable to Tenant) and hold indemnify Tenant and its affiliatesTenant's shareholders, membersdirectors, employeesofficers, agents agents, and contractors employees (the “Tenant Indemnitees”collectively "Tenant's Agents") against and save them harmless from all demands, claims, causes of action, and against any judgments, and all Claimsreasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' fees), excluding consequential damagesfor death of, arising from or injury or death to to, any person or damage to property arising from or out of any property occurring within occurrence in, upon, or about the Premises, Premises during the Building, term of this Lease if caused by the Property or the Project arising directly or indirectly out of Landlord’s or Landlord’s employees’, agents’, contractors’ or invitees’ gross negligence or willful misconductmisconduct of Landlord or Landlord's Agents, except to the extent caused by Tenant’s or Tenant Indemnitees’ the negligence or willful misconductmisconduct of Tenant or Tenant's Agents. Landlord's obligations under this Section 20.2 shall survive the expiration or earlier termination of the term of this Lease.
28.3. 20.3 Notwithstanding any provision of Section 28.1 Sections 20.1 and 20.2 to the contrary, Landlord shall not be liable to Tenant for, and Tenant assumes all risk of, of damage to any fixtures, goods, inventory, merchandise, equipment, records, research, experiments, animals and other living organisms, computer hardware and software, leasehold improvements, and other personal property or scientific research, including loss of records kept by Tenant within the Premises and damage or losses caused by fire, electrical malfunction, gas explosion or water damage of any type (including broken water linesnature whatsoever, malfunctioning fire sprinkler systems, roof leaks or stoppages of lines), unless any such loss is due to Landlord’s willful disregard of written notice by Tenant of need for a repair that Landlord is responsible to make for an unreasonable period of time. Tenant further waives any claim for injury to Tenant’s business or loss of income relating to any such damage or destruction of personal property as described in this Section.
28.4. and Landlord shall not be liable for injury to Tenant's business or any damages arising from any actloss of income therefrom relative to such damage, omission unless caused by Landlord's or neglect Landlord's Agents' willful misconduct or gross negligence.
20.4 The indemnity obligations of both Landlord and Tenant under this Section 20 shall be satisfied to the extent of proceeds of applicable insurance maintained by the indemnifying party to the extent thereof, and thereafter to proceeds of any applicable insurance maintained by the other tenant in party; Landlord and Tenant shall be required to satisfy any such obligation only to the Building or the Project, or extent it is not satisfied by proceeds of any other third partyapplicable insurance as set forth above.
28.5. Tenant acknowledges that security 20.5 Security devices and services, if any, while intended to deter crime, may not in given instances prevent theft or other criminal acts. , and it is agreed that Landlord shall not be liable for injuries or losses caused by criminal acts of third parties, parties and Tenant assumes the risk that any security device or service may malfunction or otherwise be circumvented by a criminalcriminal is assumed by Tenant. If Tenant shall at Tenant's cost obtain insurance coverages to the extent Tenant desires protection against such criminal acts, then Tenant shall, at Tenant’s sole cost and expense, obtain appropriate insurance coverage.
28.620.6 Landlord shall not be liable for any damages arising from any act or neglect of any other tenant in the Building or Project. The provisions of this Article shall survive the expiration or earlier termination of this Lease.19 20
Appears in 1 contract
Indemnification and Exculpation. 28.122.1. Subject to Section 23.722.6 below, Tenant agrees to indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord) and hold the save Landlord Indemnitees harmless from and against any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred in investigating or resisting the same (collectively, “Claims, excluding consequential damages (unless otherwise specified in this Lease), ”) arising from injury to or death to of any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising directly or indirectly out of Tenant’s or Tenant’s employees’, agents’, contractors’ or inviteesguests’ use or occupancy of the Premises Property or a breach or default by Tenant in the performance of any of its obligations hereunder, except to the extent unless caused solely by Landlord’s willful misconduct or Landlord Indemnitees’ negligence or willful misconductgross negligence.
28.222.2. Subject to Sections 23.7, 28.3 and 31.12 and any subrogation provisions contained in the Work Letter, Landlord agrees to indemnify, save, defend (at Tenant’s option and with counsel reasonably acceptable to Tenant) and hold save Tenant and its affiliates, members, employees, agents and contractors (the “Tenant Indemnitees”) harmless from and against any and all Claims, excluding consequential damages, Claims arising from injury to or death to of any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising Diversified Space that arise directly or indirectly out of Landlord’s or Landlord’s employees’obligations under the Diversified Lease after the Effective Date, agents’, contractors’ or invitees’ gross negligence or willful misconduct, except to the extent unless (a) caused by Tenant’s acts or Tenant Indemnitees’ negligence omissions, or willful misconduct(b) arising from Tenant’s performance, or Tenant’s failure to perform, any of Tenant’s obligations under this Lease.
28.322.3. Notwithstanding any provision of Section 28.1 22.1 to the contrary, but subject to Section 22.5 below, Landlord shall not be liable to Tenant for, and Tenant assumes all risk of, damage to personal property or scientific research, including including, without limitation, loss of records kept by Tenant within the Premises Property and damage or losses caused by fire, electrical malfunction, gas explosion or water damage of any type (including including, without limitation, broken water lines, malfunctioning fire sprinkler systems, roof leaks or stoppages of lines), unless any such loss is due to Landlord’s gross negligence, willful misconduct and/or willful disregard of written notice by Tenant of need for a repair that Landlord is responsible to make for an unreasonable period of time. Tenant further waives any claim for injury to Tenant’s business or loss of income relating to any such damage or destruction of personal property as described in this SectionSection 22.2.
28.422.4. Landlord shall not be liable for any damages arising from any act, omission or neglect of any third party other tenant in than the Building gross negligence or the Project, or willful misconduct of any other third partyof Landlord’s officers, employees, agents, general partners, members, and Lenders (“Landlord Parties”).
28.522.5. Tenant acknowledges that security devices and services, if any, while intended to deter crime, may not in given instances prevent theft or other criminal acts. Landlord shall not be liable for injuries or losses caused by criminal acts of third parties, and Tenant assumes the risk that any security device or service may malfunction or otherwise be circumvented by a criminal. If Tenant desires protection against such criminal acts, then Tenant shall, at Tenant’s sole cost and expense, obtain appropriate insurance coverage. Notwithstanding any contrary provision of this Lease, neither Landlord nor Tenant shall be liable to the other party for any consequential damages, loss of business or profit for a breach or default under this Lease; provided that this sentence shall not limit Landlord’s damages if, as a result of Tenant’s breach of this Lease: (a) Landlord does not or is unable to lease the Premises to another party, or (b) a third party is unable to occupy the Premises on the date specified in such third party’s lease.
28.622.6. Tenant shall not be required to indemnify and hold Landlord harmless from any Claim to any person, property or entity resulting from the grossly negligent acts or omissions or willful misconduct of the Landlord Parties in connection with the Landlord Parties’ activities in, on or about the Property, and Landlord hereby agrees to so indemnify and holds Tenant harmless from any such Claims.
22.7. The provisions of this Article 22 shall survive the expiration or earlier termination of this Lease.
Appears in 1 contract
Sources: Lease (Illumina Inc)
Indemnification and Exculpation. 28.1. Subject to Section 23.7, 28.1 Tenant agrees to indemnify, save, defend (at Landlord▇▇▇▇▇▇▇▇’s option and with counsel reasonably acceptable to Landlord) and hold the Landlord Indemnitees harmless from and against any and all Claims, excluding consequential damages (unless otherwise specified in this Lease), Claims arising from injury or death to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising directly or indirectly out of Tenant’s or Tenant’s employees’, agents’, contractors’ or invitees’ use or occupancy of the Premises Project or a breach or default by Tenant in the performance of any of its obligations hereunder, except in all cases to the extent caused by Landlord’s or Landlord IndemniteesLandlord’s employees’, agents’ or contractors’ negligence or willful misconduct.
28.2. Subject to Sections 23.7, 28.3 and 31.12 and any subrogation provisions contained in the Work Letter, Landlord ▇▇▇▇▇▇▇▇ agrees to indemnify, save, defend (at Tenant’s option and with counsel reasonably acceptable to Tenant) and hold the Tenant and its Tenant’s affiliates, members, employees, agents agents, and contractors (the “Tenant Indemnitees”) harmless from and against any and all Claims, excluding consequential damages, Claims arising from injury or death to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising directly or indirectly out of Landlord’s or Landlord’s employees’, agents’, contractors’ or inviteescontractors’ gross negligence or willful misconduct, except in all cases to the extent caused by ▇▇▇▇▇▇’s or Tenant’s employees’, agents’ or Tenant Indemniteescontractors’ negligence or willful misconduct.
28.3. 28.2 Notwithstanding any provision of Section 28.1 to the contrary, Landlord shall not be liable to Tenant for, and Tenant assumes all risk of, damage to personal property or scientific research, including loss of records kept by Tenant within the Premises and damage or losses caused by fire, electrical malfunction, gas explosion or water damage of any type (including broken water lines, malfunctioning fire sprinkler systems, roof leaks or stoppages of lines), unless any such loss is due to Landlord’s willful disregard of failure to respond to written notice by Tenant ▇▇▇▇▇▇ of need for a repair that Landlord is responsible to make for an unreasonable period of timeten (10) business days. Tenant further waives any claim for injury to Tenant▇▇▇▇▇▇’s business or loss of income relating to any such damage or destruction of personal property as described in this Section.
28.4. 28.3 Landlord shall not be liable for any damages arising from any act, omission or neglect of any other tenant in the Building or the Project, or of for any other third party.
28.5. 28.4 Tenant acknowledges that security devices and services, if any, while intended to deter crime, may not in given instances prevent theft or other criminal acts. Landlord shall not be liable for injuries or losses caused by criminal acts of third parties, and Tenant ▇▇▇▇▇▇ assumes the risk that any security device or service may malfunction or otherwise be circumvented by a criminal. If Tenant desires protection against such criminal acts, then Tenant shall, at Tenant’s sole cost and expense, obtain appropriate insurance coverage.
28.6. 28.5 The provisions of this Article shall survive the expiration or earlier termination of this Lease.
Appears in 1 contract
Sources: Lease (Macrogenics Inc)
Indemnification and Exculpation. 28.120.1. Subject to Section 23.7, Tenant agrees to indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord) and hold the save Landlord Indemnitees harmless from and against any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred in investigating or resisting the same (collectively, “Claims, excluding consequential damages (unless otherwise specified in this Lease), ”) arising from injury or death to any person or damage injury to any property occurring within or about the Premises, the Building, Building or the Property or the Project arising directly or indirectly out of Tenant’s or Tenant’s employees’, agents’, contractors’ or inviteesguests’ use or occupancy of the Premises or a breach or default by Tenant in the performance of any of its obligations hereunder, except to the extent unless caused solely by Landlord’s willful misconduct or Landlord Indemnitees’ negligence or willful misconductgross negligence.
28.2. Subject to Sections 23.7, 28.3 and 31.12 and any subrogation provisions contained in the Work Letter, Landlord agrees to indemnify, save, defend (at Tenant’s option and with counsel reasonably acceptable to Tenant) and hold Tenant and its affiliates, members, employees, agents and contractors (the “Tenant Indemnitees”) harmless from and against any and all Claims, excluding consequential damages, arising from injury or death to any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project arising directly or indirectly out of Landlord’s or Landlord’s employees’, agents’, contractors’ or invitees’ gross negligence or willful misconduct, except to the extent caused by Tenant’s or Tenant Indemnitees’ negligence or willful misconduct.
28.320.2. Notwithstanding any provision of Section 28.1 20.1 to the contrary, Landlord shall not be liable to Tenant for, and Tenant assumes all risk of, damage to personal property or scientific research, including including, without limitation, loss of records kept by Tenant within the Premises and damage or losses caused by fire, electrical malfunction, gas explosion or water damage of any type (including including, without limitation, broken water lines, malfunctioning fire sprinkler systems, roof leaks or stoppages of lines), unless any such loss is due to Landlord’s willful disregard of written notice by Tenant of need for a repair that Landlord is responsible to make for an unreasonable period of time. Tenant further waives any claim for injury to Tenant’s business or loss of income relating to any such damage or destruction of personal property as described in this SectionSection 20.2.
28.420.3. Landlord shall not be liable for any damages arising from any act, omission or neglect of any other tenant in the Building or the Project, or of any other third party.
28.520.4. Tenant acknowledges that security devices and services, if any, while intended to deter crime, may not in given instances prevent theft or other criminal acts. Landlord shall not be liable for injuries or losses caused by criminal acts of third parties, and Tenant assumes the risk that any security device or service may malfunction or otherwise be circumvented by a criminal. If Tenant desires protection against such criminal acts, then Tenant shall, at Tenant’s sole cost and expense, obtain appropriate insurance coverage.
28.620.5. The provisions of this Article Section 20 shall survive the expiration or earlier termination of this Lease.
Appears in 1 contract