Indemnification by Tenant Clause Samples

Indemnification by Tenant. Except to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damages.

Indemnification by Tenant. Subject to the limitations set forth in this Article 8, Tenant agrees to indemnify and hold harmless Management Company against and with respect to any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorneys’ fees and expenses, costs of litigation and costs of investigation (but not including any adjustments or credits expressly provided for in this Agreement) (together referred to as “Management Company Losses”): (a) resulting from any breach of a representation or warranty contained in Section 6.1 of this Agreement; (b) resulting from gross negligence or willful misconduct of Tenant in exercising its duties and responsibilities hereunder; (c) Tenant’s uncured breach of this Agreement; (d) arising out of or resulting from the ownership, operation, use or control of the Facility at any time during the Term, including without limitation, any and all liabilities which relate to events occurring during the Term, except for those caused by or arising out of the gross negligence or willful misconduct of Management Company and except to the extent subject to Management Company’s indemnity of Tenant provided in Section 8.2 below; (e) arising out of or resulting from any claim asserted by or on behalf of any Employee at the Facility for any act or omission occurring at any time during the Term, except for those caused by or arising out of the gross negligence or willful misconduct of Management Company and except to the extent subject to Management Company’s indemnity of Tenant provided in Section 8.2 below; or (f) directly arising out of Landlord’s or Tenant’s failure to initiate Capital Expenditures previously requested by Management Company that results in personal injury of a resident of the Facility, provided that Management Company’s gross negligence or willful misconduct was not a contributing factor with respect to such injury.

Indemnification by Tenant. Tenant shall protect, defend, indemnify and hold Landlord, its agents, employees and contractors harmless from and against any and all claims, damages, demands, penalties, costs, liabilities, losses, and expenses (including reasonable attorneys’ fees and expenses at the trial and appellate levels) to the extent (a) arising out of or relating to any act, omission, negligence, or willful misconduct of Tenant or Tenant’s agents, employees, contractors, customers or invitees in or about the Leased Premises, the Building or the Common Areas, (b) arising out of or relating to any of Tenant’s Property, or (c) arising out of any other act or occurrence within the Leased Premises, in all such cases except to the extent of personal injury (but not property loss or damage) caused directly by the negligence or willful misconduct of Landlord, its agents, employees or contractors. Nothing contained in this Section 8.02 shall limit (or be deemed to limit) the waivers contained in Section 8.06 below. In the event of any conflict between the provisions of Section 8.06 below and this Section 8.02, the provisions of Section 8.06 shall prevail. This Section 8.02 shall survive the expiration or earlier termination of this Lease.

Indemnification by Tenant. Subject to Sections 12.3.3, 12.3.4 and 18.5.5, Tenant shall defend, indemnify and hold harmless Manager and its Affiliates, and each of their respective shareholders, members, partners, trustees, beneficiaries, directors, officers, employees and agents, and the successors and assigns of each of the foregoing (collectively, the “Manager Indemnified Parties”) for, from and against any and all Claims, other than Claims that are within the scope of Manager’s indemnification pursuant to Section 12.3.2. Nothing in this Section 12.3 shall be deemed to limit Tenant’s right to pursue its contractual damage remedies against Manager with respect to amounts paid by Tenant to one (1) or more other Persons in connection with any Claim caused by an Event of Default by Manager (it being further understood that the provisions of this Section 12.3 shall not be deemed to modify the provisions of Section 16.1 regarding the establishment of an Event of Default by Manager, including any provisions of Section 16.1 regarding notice of cure of any default that would, with the giving of notice or the passage of time, become an Event of Default). Manager shall promptly provide Tenant with written notice of any Claim that is reasonably likely to result in any indemnification by Tenant.

Indemnification by Tenant. To the fullest extent permitted by law, Tenant shall indemnify Landlord and the Public Parties for, and hold Landlord and all of the Public Parties harmless from and against, any and all claims that may be imposed upon or incurred by or asserted against Landlord or any of the Public Parties by reason of any of the following, (x) except with respect to (i) actions taken or claimed to have been taken by, or on behalf of, Landlord with respect to all or any portion of the Property prior to the Delivery Date, (ii) the physical condition, prior to the Delivery Date, of any Improvements existing on the Land prior to the Delivery Date, (iii) any claims for compensation by condemnees as a result of the Condemnation or (iv) any claims by third parties that relate to the Property and which arose prior to the Delivery Date, or (y) unless caused by the gross negligence or intentionally tortious acts of Landlord, the Public Parties or their respective agents or employees, or by the actions of Landlord, the Public Parties, or their respective agents or employees in its or their governmental capacity: (a) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Demised Premises and/or the Common Elements or as a result of any act or omission occurring on or with respect to the Property or any other matter or thing arising out of the use, repair, maintenance, operation or occupation of the Demised Premises and/or the Common Elements, or the use, repair, maintenance, operation and occupation by Tenant of the streets, sidewalks or service roads, as applicable, adjacent thereto; (b) performance of any Alterations or act done in, on or about the Demised Premises and/or the Common Elements or any part thereof; (c) any lien or claim that may be alleged to have arisen against or on the Demised Premises and/or the Common Elements, or any lien or claim created or permitted by Tenant or any Subtenant or any of its or their officers, agents, contractors, servants, employees, licensees or invitees against any assets of, or funds appropriated to, Landlord; (d) any claim for brokerage commissions, fees or other compensation by any person who alleges to have acted or dealt with Tenant in connection with this Lease or the transactions contemplated by this Lease or any Transfers; (e) any failure on the part of Tenant to perform or comply with any of Tenant’s Obligations; (f) any failure or alleged failure on the part of Tenant or a Related Ent...

Indemnification by Tenant. Tenant shall defend, indemnify, and hold Landlord and its property manager (if any) harmless against all liabilities, damages, costs, and expenses, including attorneys' fees, for personal injury, bodily injury (including death) or property damage arising from any negligent or wrongful act or omission of Tenant or Tenant's employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees on or around the Premises or the Property, or arising from any breach of this Lease by Tenant. Tenant shall use legal counsel reasonably acceptable to Landlord in defense of any action within Tenant's defense obligation.

Indemnification by Tenant. Tenant shall indemnify and hold Landlord and all Mortgagees and his and their respective partners, directors, officers, agents, employees and beneficiaries harmless from and against any and all claims from or in connection with (I) the conduct or management of the Premises or any business therein, or any work or thing whatsoever done, or any condition created (other than by Landlord) in or about the Premises during the term of this Lease or during the period of time, if any, prior to the Commencement Date that Tenant may have been given access to the Premises; (ii) any act, omission or negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, officers, agents, employees or contractors; (iii) any accident, injury or damage whatsoever (unless caused solely by Landlord’s negligence or willful misconduct) occurring in, at or upon the Premises; and (iv) any breach or default by Tenant in the full and prompt payment and performance of Tenant’s obligations under this Lease; together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon including, without limitation, all reasonable attorneys’ fees and expenses. In case any action or proceeding be brought against Landlord and/or Mortgagee and/or his or their partners, directors, officers, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to landlord or such Mortgagee).

Indemnification by Tenant. 14.2.1.1 Tenant hereby agrees to indemnify, defend, and hold harmless Landlord and the other members of the Landlord Group from and against (and to reimburse Landlord and the other members of the Landlord Group for) any and all Claims arising from and/or in connection with: (i) the use or occupancy of the Tenant Space or any portion of the Building or the Property by Tenant or any other Tenant Party and/or any person claiming by, through or under Tenant or any other Tenant Party, including, without limitation: (a) [***]; (b) [***]; (c) Claims related to any of Tenant’s Personal Property; (d) Claims by any Tenant Party (or any individual accessing the Tenant Space on any Tenant Party’s behalf) for bodily injury; (e) the removal, exercise of dominion over and/or disposition of any of Tenant’s Personal Property that is left in the Tenant Space after the expiration of the Term of this Lease in violation of Section 13.2; and (f) any Hazardous Material in violation of Environmental Law present at the Campus, to the extent due to the release or emission of Hazardous Material by Tenant or any Tenant Party, but only to the extent the same was in violation of Environmental Law at the time of such release or emission. (ii) [***] of Tenant or any other Tenant Party with respect to the Tenant Space, the Building or the Property; and (iii) any person or entity, other than the Tenant’s Broker listed in Item 13 of the Basic Lease Information, making a claim for any commission or other compensation in connection with the execution of this Lease or the leasing of the Tenant Space to Tenant if based on an allegation that such claimant dealt through Tenant. 14.2.1.2 The foregoing notwithstanding, Tenant shall not be required to indemnify Landlord or any other member of the Landlord Group to the extent that the relevant Claims were caused by [***]. 14.2.1.3 In the event that any action or proceeding is brought against Landlord or any other member of the Landlord Group by reason of any indemnified Claim, Tenant, upon notice from Landlord, shall defend such action or proceeding at Tenant’s cost and expense by counsel reasonably approved by Landlord. This indemnity provision and Tenant’s obligations under this Section 14.2 shall survive the expiration or termination of this Lease as to any matters arising prior to such expiration or termination or prior to Tenant’s vacation of the Tenant Space and the Building. Notwithstanding any provision to the contrary contained in this Secti...

Indemnification by Tenant. 33.1 Except to the extent arising from Landlord’s negligence, willful misconduct or breach of this Lease or the Asset Purchase Agreement, Tenant will protect, indemnify and save Landlord harmless from and shall defend Landlord against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by or asserted against Landlord by reason of: (a) ownership of the Premises during the Term or any interest therein, or receipt of any Rent or other sum therefrom (other than liabilities or claims arising out of any Pre-Existing Environmental Condition or Landlord’s activities in connection with the clean-up and/or remediation thereof); and (b) any accident, injury to or death of persons or loss of or damage to property, occurring during the Term or thereafter while Tenant is in possession of the Premises, on or about the Premises, or any part thereof or the adjoining sidewalks, curbs, streets or ways, vaults and vault space, if any; and (c) any use, non-use or condition of or occurrence at the Premises or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways; and (d) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; and (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof. In case any action, suit or proceeding is brought against Tenant by reason of any such condition or occurrence, Tenant, upon Landlord’s request, will at Tenant’s expense resist and defend such action, suit or proceeding, or cause the same to be resisted and defended by counsel designated by Tenant and approved by Landlord; and (f) any work or thing whatsoever done, or any condition created, at the Premises during the Term; and (g) any act, omission or negligence of Tenant or any of its subtenants, licensees, agents, employees, officers, directors or contractors. 33.2 In case any action or proceeding is brought against Landlord or its or their partners, joint venturers, directors, officers, agents or employees by reason of any matter contemplated by this Article 33, Tenant, upon notice from Landlord, shall, at Tenant’s sole cost and expense, resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord). 33.3 The obligation of Tenant under this Article 33 shall survive any exp...