Common use of Indemnification of Lessor Clause in Contracts

Indemnification of Lessor. 14.01. Lessee will indemnify and save harmless Lessor and any partner of Lessor against and from all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges and expenses, judgments and causes of action, including, without limitation, reasonable architects’ and attorneys’ fees and disbursements, which may be imposed upon or incurred by or asserted against Lessor and/or any such partner by reason of any of the following occurring during the Term of this Lease: (a) any work or thing done in, on or about the Property or any part thereof at the direction or with the consent of Lessee; (b) any negligence on the part of Lessee or any of its agents, contractors, servants, employees, sublessees, licensees or invitees; (c) any accident, injury (including, without limitation, death) or damage to any person or entity or property (other than Lessor’s Personal Property) occurring in, on or about the Property; (d) any material failure on the part of Lessee to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Lease on its part to be performed or complied with; (e) any lien or claim which may be alleged to have arisen against or on the Property under any law, ordinance, order, rule, regulation or requirement of any governmental authority, including, without limitation, environmental laws, ordinances, orders, rules, regulations or requirements; (f) any failure on the part of Lessee to keep, observe and perform in any material respects any of the terms, covenants, agreements, provisions, conditions or limitations contained in any occupancy agreements, concession agreements or other contracts and agreements affecting the Property, on Lessee’s part to be kept, observed or performed; (g) any tax or fee attributable to the execution or recording of this Lease or any memorandum thereof charged by any governmental authority; or (h) any contest permitted pursuant to the provisions of any Article of this Lease. NOTWITHSTANDING THE FOREGOING, LESSEE’S INDEMNIFICATION SHALL NOT INCLUDE THE NEGLIGENCE AND/OR WILLFUL MISCONDUCT OF LESSOR, ITS AGENTS OR EMPLOYEES. In the event of loss or damage to Lessor’s Personal Property, to the extent Lessor recovers such loss or damage from insurance proceeds Lessor hereby waives and releases Lessee from any and all right of recovery, claim, or action for such loss or damage to the extent of Lessor’s recovery from insurance proceeds, REGARDLESS OF CAUSE OR ORIGIN, INCLUDING NEGLIGENCE OF LESSEE OR ITS AGENTS, OFFICERS AND EMPLOYEES. Provided, however, the foregoing waiver and release does not include the gross negligence or intentional misconduct by Lessee or any loss or damage in excess of insurance recovery. The obligations of Lessee under this ARTICLE 14 shall not in any way be affected by the absence or presence in any case of covering insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under insurance policies affecting the Property. In case any claim, action or proceeding is made or brought against Lessor by reason of any of the foregoing events to which reference is made in this Section 14.01, then Lessee will, upon receipt of written notice from Lessor, at Lessee’s sole cost and expense, resist or defend such claim, action or proceeding, in Lessor’s name, if necessary, by counsel reasonably approved in writing by Lessor, such approval not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Lessor may engage its own counsel, at Lessor’s expense, to defend it or to assist in its defense. 14.02. The provisions of Section 14.01 shall survive the termination or expiration of this Lease with respect to any action occurring during the Term of the Lease.

Indemnification of Lessor. 14.01. 14.1 Lessee will indemnify and save harmless Lessor and any partner of Lessor against and from all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges and expenses, judgments and causes of action, including, without limitation, reasonable architects’ and attorneys’ fees and disbursements, which may be imposed upon or incurred by or asserted against Lessor and/or any such partner by reason of any of the following occurring during the Term of this Lease: (a) any work or thing done in, on or about the Property or any part thereof at the direction or with the consent of Lessee; (b) any negligence on the part of Lessee or any of its agents, contractors, servants, employees, sublessees, licensees or invitees; (c) any accident, injury (including, without limitation, death) or damage to any person or entity or property (other than Lessor’s Personal Property) occurring in, on or about the Property; (d) any material failure on the part of Lessee to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Lease on its part to be performed or complied with; (e) any lien or claim which may be alleged to have arisen against or on the Property under any law, ordinance, order, rule, regulation or requirement of any governmental authority, including, without limitation, environmental laws, ordinances, orders, rules, regulations or requirements; (f) any failure on the part of Lessee to keep, observe and perform in any material respects any of the terms, covenants, agreements, provisions, conditions or limitations contained in any occupancy agreements, concession agreements or other contracts and agreements affecting the Property, on Lessee’s part to be kept, observed or performed; (g) any tax or fee attributable to the execution or recording of this Lease or any memorandum thereof charged by any governmental authority; or (h) any contest permitted pursuant to the provisions of any Article of this Lease. NOTWITHSTANDING THE FOREGOING, LESSEE’S INDEMNIFICATION SHALL NOT INCLUDE THE NEGLIGENCE AND/OR WILLFUL MISCONDUCT OF LESSOR, ITS AGENTS OR EMPLOYEES. In the event of loss or damage to Lessor’s Personal Property, to the extent Lessor recovers such loss or damage from insurance proceeds Lessor hereby waives and releases Lessee from any and all right of recovery, claim, or action for such loss or damage to the extent of Lessor’s recovery from insurance proceeds, REGARDLESS OF CAUSE OR ORIGIN, INCLUDING NEGLIGENCE OF LESSEE OR ITS AGENTS, OFFICERS AND EMPLOYEES. Provided, however, the foregoing waiver and release does not include the gross negligence or intentional misconduct by Lessee or any loss or damage in excess of insurance recovery. The obligations of Lessee under this ARTICLE 14 shall not in any way be affected by the absence or presence in any case of covering insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under insurance policies affecting the Property. In case any claim, action or proceeding is made or brought against Lessor by reason of any of the foregoing events to which reference is made in this Section 14.01, then Lessee will, upon receipt of written notice from Lessor, at Lessee’s sole cost and expense, resist or defend such claim, action or proceeding, in Lessor’s name, if necessary, by counsel reasonably approved in writing by Lessor, such approval not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Lessor may engage its own counsel, at Lessor’s expense, to defend it or to assist in its defense. 14.02. 14.2 The provisions of Section 14.01 shall survive the termination or expiration of this Lease with respect to any action occurring during the Term of the Lease.

Indemnification of Lessor. SECTION 14.01. Lessee will shall indemnify and save harmless Lessor and any partner of Lessor against and from all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges and expenses, judgments and causes of action, including, without limitation, including reasonable architects’ and attorneys’ fees and disbursementsfees, which may be imposed upon or incurred by or asserted against Lessor and/or any such partner by reason of any of the following occurring during the Term term of this Lease: (a) any work or thing done in, on or about the Property Demised Premises or any part thereof, including any work or thing done by Lessor by reason of Lessee’s failure to do or perform; (b) any use, non-use, possession, occupation, condition, operation, maintenance or management of the Demised Premises or any part thereof at the direction or with the consent of Lesseeany street, avenue, alley, sidewalk, curb, vault, passageway, entrances, or space adjacent thereto; (bc) any negligence on the part of Lessee or any of its agents, contractors, servants, employees, sublesseeslicensees, licensees or invitees; (cd) any accident, injury (including, without limitation, death) or damage to any person or entity or property (other than Lessor’s Personal Property) occurring in, on or about the Property; (d) Demised Premises or any material failure on the part of Lessee to perform thereof or comply with any of the covenantsstreet, agreementsavenue, termsalley, provisionssidewalk, conditions curb, vault, passageway, entrances, or limitations contained in this Lease on its part to be performed or complied withspace adjacent thereto; (e) any lien or claim which may be alleged to have arisen against or on the Property under any law, ordinance, order, rule, regulation or requirement of any governmental authority, including, without limitation, environmental laws, ordinances, orders, rules, regulations or requirements; (f) any failure on the part of Lessee to keep, observe and or perform in any material respects any of the terms, covenants, agreements, provisions, conditions or limitations contained in any occupancy agreements, concession agreements or other contracts and agreements affecting the Property, this Lease on Lessee’s part to be he kept, observed or performed;; or (gf) any tax or fee attributable to the execution execution, delivery or recording of this Lease or any memorandum thereof charged by any governmental authority; or (h) any contest permitted pursuant and of the deed of the Building being delivered to Lessor simultaneously with the provisions of any Article delivery of this Lease. NOTWITHSTANDING THE FOREGOING, LESSEE’S INDEMNIFICATION SHALL NOT INCLUDE THE NEGLIGENCE AND/OR WILLFUL MISCONDUCT OF LESSOR, ITS AGENTS OR EMPLOYEES. In including the event of loss or damage to Lessor’s Personal Property, to the extent Lessor recovers such loss or damage from insurance proceeds Lessor hereby waives and releases Lessee from any and all right of recovery, claim, or action for such loss or damage to the extent of Lessor’s recovery from insurance proceeds, REGARDLESS OF CAUSE OR ORIGIN, INCLUDING NEGLIGENCE OF LESSEE OR ITS AGENTS, OFFICERS AND EMPLOYEES. Provided, however, the foregoing waiver and release does not include the gross negligence or intentional misconduct by Lessee or any loss or damage in excess of insurance recovery. The obligations of Lessee under this ARTICLE 14 shall not in any way be affected by the absence or presence in any case of covering insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under insurance policies affecting the Propertyconsideration paid therefor. In case any claim, action or proceeding is made or brought against Lessor by reason of any of the foregoing events to which reference is made in this Section 14.01such liabilities, then obligations, damages, penalties, claims, costs, charges, and expenses, including reasonable architects’ and attorneys’ fees, Lessee will, upon receipt of written notice from Lessor, Lessor shall at Lessee’s sole cost and expense, expense resist or defend such claim, action or proceeding, in Lessor’s name, if necessary, proceeding by counsel reasonably approved by Lessor in writing by Lessorwriting, such which approval Lessor agrees shall not be unreasonably withheld, conditioned but no approval of counsel shall be required in each and every instance where the cause of action is resisted or delayed. Notwithstanding defended by counsel of an insurance carrier obligated to resist or defend the foregoing, Lessor may engage its own counsel, at Lessor’s expense, to defend it or to assist in its defensesame. 14.02. The provisions of Section 14.01 shall survive the termination or expiration of this Lease with respect to any action occurring during the Term of the Lease.

Indemnification of Lessor. 14.01. Lessee will To the fullest extent permitted by Law, ▇▇▇▇▇▇ agrees to indemnify and save harmless Lessor and any partner of Lessor its respective agents and employees harmless from and against and from all liabilities, claims, suits, obligations, fines, penalties, damages, penaltieslosses, claimsfees, costs, charges costs and expenses, judgments and causes of action, expenses (including, without limitationbut not limited to, reasonable architects’ and Lessor’s attorneys’ fees and disbursements, which fees) that may be imposed upon or upon, incurred by or asserted against Lessor and/or any such partner by reason of any of the following occurring during the Term of this Lease: of: (a) any Any work or thing done in, on or about the Property Premises or any part thereof at the direction or with the consent of by Lessee; ; (b) Any use, occupation, condition, operation of the Premises or any negligence part thereof in violation of Law (except to the extent otherwise set forth in this Lease); (c) Any negligent or intentional action on the part of Lessee or any Allowed User or any of its or their agents, contractors, servants, employees, sublessees, licensees or invitees; ; (cd) any Any accident, injury (including, without limitation, including death) or damage damage, regardless of the cause thereof, to any person or entity or property (other than Lessor’s Personal Property) occurring in, on or about the Property; Premises or any part thereof; and/or (de) any material Any failure on the Lessee’s part of Lessee to perform or comply with any of the covenants, agreements, terms, provisions, terms or conditions or limitations contained in this Lease on or in any sublease, license, concession or other agreement entered into by Lessee. The provisions of this Section shall survive the expiration or earlier termination of this Lease. Lessee agrees to pay, and to indemnify Lessor against, all costs and expenses (including, but not limited to, Lessor’s reasonable attorneys’ fees) incurred by or imposed upon Lessor by or in connection with any litigation to which Lessor becomes or is made a party without fault in its part to be performed part, whether commenced by or complied with; (e) any lien against Lessee, or claim which that may be alleged to have arisen against or on the Property under any law, ordinance, order, rule, regulation or requirement of any governmental authority, including, without limitation, environmental laws, ordinances, orders, rules, regulations or requirements; (f) any failure on the part of Lessee to keep, observe and perform incurred by Lessor in any material respects enforcing any of the terms, covenants, agreements, provisions, conditions or limitations contained in any occupancy agreements, concession agreements or other contracts covenants and agreements affecting the Property, on Lessee’s part to be kept, observed or performed; (g) any tax or fee attributable to the execution or recording of this Lease (with or without the institution of any memorandum thereof charged action or proceeding relating to the Premises or this Lease) or in obtaining possession of the Premises after an Event of Default or upon expiration or earlier termination of this Lease. Lessor may, but shall not be obligated to, cure any Default by any governmental authority; or Lessee hereunder. All sums expended and all costs and expenses (hincluding, but not limited to, reasonable attorneys’ fees) any contest permitted incurred by Lessor pursuant to the provisions of this Lease or on account of any Article of Default by Lessee under this Lease shall bear interest thereon from the respective dates when expended or incurred by Lessor at Prime plus three per cent (3%) per annum until repaid by Lessee to Lessor, and all such sums together with such interest shall become additional rent under this Lease, payable by Lessee to Lessor on the next rent date after such expenditure. NOTWITHSTANDING THE FOREGOINGAll Rent and other amounts payable by Lessee under this Lease shall be and are hereby declared to be a valid and first lien upon ▇▇▇▇▇▇’s interest in the Premises and upon the rents, LESSEE’S INDEMNIFICATION SHALL NOT INCLUDE THE NEGLIGENCE AND/OR WILLFUL MISCONDUCT OF LESSORissues and profits in any manner arising or growing out of the same, ITS AGENTS OR EMPLOYEESand upon ▇▇▇▇▇▇’s interest in this Lease. In the event of loss any breach or damage to Lessor’s Personal Property, to the extent Lessor recovers such loss or damage from insurance proceeds Lessor hereby waives and releases Lessee from any and all right of recovery, claim, or action for such loss or damage to the extent of Lessor’s recovery from insurance proceeds, REGARDLESS OF CAUSE OR ORIGIN, INCLUDING NEGLIGENCE OF LESSEE OR ITS AGENTS, OFFICERS AND EMPLOYEES. Provided, however, the foregoing waiver and release does not include the gross negligence or intentional misconduct threatened breach by Lessee or any loss or damage in excess of insurance recovery. The obligations of Lessee under this ARTICLE 14 shall not in any way be affected by the absence or presence in any case of covering insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under insurance policies affecting the Property. In case any claim, action or proceeding is made or brought against Lessor by reason ▇▇▇▇▇▇ of any of the foregoing events to which reference is made covenants, agreements, terms or conditions contained in this Section 14.01Lease, then Lessee willLessor shall be entitled to enjoin such breach or threatened breach and shall have the right to invoke any right and remedy allowed at law or in equity or by statute or otherwise as though re-entry, upon summary proceedings and other remedies were not provided for in this Lease. No receipt of written monies by Lessor from Lessee after termination of this Lease or after the giving of any notice from Lessorof termination of this Lease shall reinstate, at continue or extend the Term or affect any notice theretofore given to Lessee’s sole cost and expense, resist or defend such claim, action or proceeding, in operate as a waiver of Lessor’s nameright to enforce the payment of Rent and any other payments or charges herein reserved and agreed to be paid by ▇▇▇▇▇▇ then or thereafter falling due, if necessaryor operate as a waiver of Lessor’s right to recover possession of the Premises, by counsel reasonably approved in writing by Lessorit being agreed that after the service of notice to terminate this Lease or the commencement of suit or summary proceedings, such approval not be unreasonably withheld, conditioned or delayed. Notwithstanding after final order or judgment for the foregoingpossession of the Premises, Lessor may engage its own counseldemand, receive and collect any monies due or thereafter falling due without in any manner affecting such notice, proceeding, order, suit or judgment, all such monies collected being deemed payments on account of the use and occupation of the Premises or at Lessor’s expenseelection on account of ▇▇▇▇▇▇’s liability hereunder. Lessor’s granting of any consent under this Lease, or ▇▇▇▇▇▇’s failure to defend it or object to assist in any action taken by Lessee without Lessor’s consent required under this Lease, shall not be deemed a waiver by Lessor of its defense. 14.02rights to require such consent for any further similar act by Lessee. The provisions No waiver by Lessor of Section 14.01 shall survive any other breach of the termination or expiration covenants of this Lease with respect shall be construed, taken or held to be a waiver of any other breach or to be a waiver, acquiescence in or consent to any action occurring during the Term further or succeeding breach of the same covenant. None of ▇▇▇▇▇▇’s covenants under this Lease, and no breach thereof, shall be waived, altered or modified except by a written instrument executed by ▇▇▇▇▇▇. No remedy conferred upon or reserved to Lessor under this Lease or under law shall be considered exclusive of any other remedy, but such remedies shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and every power and remedy given by this Lease to Lessor may be exercised from time to time and as often as occasion may arise or as may be deemed expedient, without precluding Lessor’s simultaneous or later exercise of any or all other rights or remedies. No delay or omission of Lessor to exercise any right or power arising from any Default or Event of Default shall impair any such right to power or shall be construed to be a waiver of any such Default or Event of Default or acquiescence therein.

Indemnification of Lessor. 14.01. Lessee will Except to the extent that any of the following shall result from act or omission of Lessor, its agents, employees or contractors, or failure on the part of Lessor to perform its covenants or agreements under this Lease, Tenant shall indemnify and save harmless Lessor and any partner of Lessor against and from all liabilities, suitsdamages, obligationsclaims, fines, damages, penalties, claims, costs, charges costs and other expenses, judgments and causes of action, including, without limitation, reasonable architects’ and attorneys’ fees and disbursements' fees, which may be imposed upon or upon, incurred by by, or asserted against Lessor and/or any such partner by reason of all or any of the following occurring during matters and things referred to in Paragraph 22, and including all of the Term of this Lease: following: (a) any work use or thing done in, on or about condition of the Property leased premises or any part thereof at the direction or with the consent of Lessee; thereof; (b) any personal injury or property damage occurring on the leased premises; (c) any negligence on the part of Lessee or any of Tenant, its agents, contractors, servants, employees, sublessees, licensees or invitees; (c) any accident, injury (including, without limitation, death) or damage to any person or entity or property (other than Lessor’s Personal Property) occurring in, on or about the Property; ; (d) any material failure to comply with any requirement of any (1) The insurance coverage tendered by the tenant herewith is satisfactory to Lessor both as to the insuring company and the coverages therein provided. governmental authority; (e) any prosecution or defense of any suit or other proceeding in discharging the leased premises or any part thereof from any liens, judgments or encumbrances created upon or against the same or against Tenant's leasehold estate; (f) any proceedings in obtaining possession of the leased premises after the termination of this Lease by forfeiture or otherwise; (g) any litigation commenced by or against Tenant to which Lessor is made a party without any fault on the part of Lessee to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Lease on its part to be performed or complied with; Lessor; and (e) any lien or claim which may be alleged to have arisen against or on the Property under any law, ordinance, order, rule, regulation or requirement of any governmental authority, including, without limitation, environmental laws, ordinances, orders, rules, regulations or requirements; (fh) any failure on the part of Lessee Tenant to keep, observe and perform in or comply with any material respects any of the terms, covenants, agreements, provisions, conditions covenant or limitations contained in any occupancy agreements, concession agreements or other contracts and agreements affecting the Property, on Lessee’s part agreement required to be kept, observed performed or performed; (g) any tax or fee attributable to the execution or recording of this Lease or any memorandum thereof charged complied with by any governmental authority; or (h) any contest permitted pursuant to the provisions of any Article of this Lease. NOTWITHSTANDING THE FOREGOING, LESSEE’S INDEMNIFICATION SHALL NOT INCLUDE THE NEGLIGENCE AND/OR WILLFUL MISCONDUCT OF LESSOR, ITS AGENTS OR EMPLOYEES. In the event of loss or damage to Lessor’s Personal Property, to the extent Lessor recovers such loss or damage from insurance proceeds Lessor hereby waives and releases Lessee from any and all right of recovery, claim, or action for such loss or damage to the extent of Lessor’s recovery from insurance proceeds, REGARDLESS OF CAUSE OR ORIGIN, INCLUDING NEGLIGENCE OF LESSEE OR ITS AGENTS, OFFICERS AND EMPLOYEES. Provided, however, the foregoing waiver and release does not include the gross negligence or intentional misconduct by Lessee or any loss or damage in excess of insurance recovery. The obligations of Lessee under this ARTICLE 14 shall not in any way be affected by the absence or presence in any case of covering insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under insurance policies affecting the Property. In case any claim, action or proceeding is made or brought against Lessor by reason of any of the foregoing events to which reference is made in this Section 14.01, then Lessee will, upon receipt of written notice from Lessor, at Lessee’s sole cost and expense, resist or defend such claim, action or proceeding, in Lessor’s name, if necessary, by counsel reasonably approved in writing by Lessor, such approval not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Lessor may engage its own counsel, at Lessor’s expense, to defend it or to assist in its defenseTenant hereunder. 14.02. The provisions of Section 14.01 shall survive the termination or expiration of this Lease with respect to any action occurring during the Term of the Lease.

Indemnification of Lessor. Section 14.01. Notwithstanding any provision to the contrary contained in this Lease, Lessee will shall indemnify and save harmless Lessor and any partner of Lessor against and from all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges and expenses, judgments and causes of action, including, without limitation, including reasonable architects’ and attorneys’ ' fees and disbursements, which may be imposed upon or upon, incurred by or asserted against Lessor and/or any such partner by reason of any of the following occurring during the Term term of this LeaseLease and not arising from, under or in connection with any act or negligence on the part of Lessor, its agents, employees or independent contractors or from Lessor's failure to observe and perform any of the terms or provisions contained herein on Lessor's part to be observed and performed: (a) any work or thing done in, on or about the Property Demised Premises or any part thereof at the direction or with the consent of by Lessee; (b) any use, non-use, possession, occupation, condition, cooperation, maintenance or management of the Demised Premises or any part thereof; (c) any negligence on the part of Lessee or any of its agents, contractors, servants, employees, sublesseeslicensees, licensees or invitees; (cd) any accident, injury (including, without limitation, death) or damage to any person or entity or property (other than Lessor’s Personal Property) occurring in, on or about the Property; (d) Demised Premises or any material failure on the part of Lessee to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Lease on its part to be performed or complied withthereof; (e) any lien or claim which may be alleged to have arisen against or on the Property under any law, ordinance, order, rule, regulation or requirement of any governmental authority, including, without limitation, environmental laws, ordinances, orders, rules, regulations or requirements; (f) any failure on the part of Lessee to keep, observe and perform in any material respects any of the terms, covenants, agreements, provisions, conditions conditions, or limitations contained in any occupancy agreements, concession agreements or other contracts and agreements affecting the Property, this Lease on Lessee’s 's part to be kept, observed or and performed; (g) any tax or fee attributable to the execution or recording of this Lease or any memorandum thereof charged by any governmental authority; or (h) any contest permitted pursuant to the provisions of any Article of this Lease. NOTWITHSTANDING THE FOREGOING, LESSEE’S INDEMNIFICATION SHALL NOT INCLUDE THE NEGLIGENCE AND/OR WILLFUL MISCONDUCT OF LESSOR, ITS AGENTS OR EMPLOYEES. In the event that the Lessor shall receive notice of loss or damage any claim for which the Lessee shall be required, pursuant to Lessor’s Personal Propertythis Lease, to indemnify the extent Lessor, then the Lessor recovers such loss or damage from insurance proceeds Lessor hereby waives and releases Lessee from any and all right of recovery, claim, or action for such loss or damage shall promptly give notice to the extent Lessee of Lessor’s recovery from insurance proceeds, REGARDLESS OF CAUSE OR ORIGIN, INCLUDING NEGLIGENCE OF LESSEE OR ITS AGENTS, OFFICERS AND EMPLOYEES. Provided, however, the foregoing waiver such claim and release does Lessee shall be permitted (but shall not include the gross negligence or intentional misconduct by Lessee or any loss or damage in excess of insurance recoverybe required) to defend such claim through counsel it selects. The obligations of Lessor shall fully cooperate with the Lessee under this ARTICLE 14 shall not in any way be affected by the absence or presence in any case of covering insurance or by the failure or refusal defense of any insurance carrier to perform any obligation on its part under insurance policies affecting the Property. In case any indemnified claim, action or proceeding is made or brought against Lessor by reason of any of the foregoing events to which reference is made in this Section 14.01, then Lessee will, upon receipt of written notice from Lessor, at Lessee’s sole cost and expense, resist or defend such claim, action or proceeding, in Lessor’s name, if necessary, by counsel reasonably approved in writing by Lessor, such approval not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Lessor may engage its own counsel, at Lessor’s expense, to defend it or to assist in its defense. 14.02. The provisions Lessee shall have the right to compromise or settle any such claim at the Lessee's sole expense without the consent of Section 14.01 shall survive the termination or expiration of this Lease with respect to any action occurring during the Term of the Lease.the

Indemnification of Lessor. 14.01. Lessee will indemnify and save harmless Lessor and any partner joint venturer of Lessor against and from all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges and expenses, judgments and causes of action, action including, without limitation, reasonable architects’ ' and attorneys’ ' fees and disbursements, which may be imposed upon or incurred by or asserted against Lessor and/or any such partner joint venturer by reason of any of the following occurring during the Term term of this Lease: (ai) any work or thing done in, on or about the Property or any part thereof at the direction or with the consent of Lesseethereof; (bii) any use, non-use, possession, occupation, restoration, alteration, repair, condition, operation, maintenance or management of the Property or any part thereof or any street, alley, sidewalk, curb, vault, passageway or space adjacent thereto; (iii) any negligence on the part of Lessee or any of its agents, contractors, servants, employees, sublessees, licensees or invitees; (civ) any accident, injury (including, without limitation, death) or damage to any person or entity or property (other than Lessor’s Personal Property) occurring in, on or about the PropertyProperty or any part thereof or any street, alley, sidewalk, curb, vault, passageway, or space adjacent thereto, unless due to the negligence of Lessor or its agents; (dv) any material failure on the part of Lessee to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Lease on its part to be performed or complied with; (evi) any liability which may be asserted against Lessor or any lien or claim which may be alleged to have arisen against or on the Property Property, under any law, ordinance, order, rule, regulation or requirement of any governmental authority, including, without limitation, environmental laws, ordinances, orders, rules, regulations unless due to the negligence of Lessor or requirementsits agents; (fvii) any failure on the part of Lessee to keep, observe and perform in any material respects any of the terms, covenants, agreements, provisions, conditions or limitations contained in any occupancy agreements, concession agreements or other contracts and agreements affecting the Property, on Lessee’s 's part to be kept, observed or performed; (gviii) any tax or fee attributable to the execution or recording of this Lease or any memorandum thereof charged by any governmental authority; or (hix) any contest permitted pursuant to the provisions of any Article of this Lease. NOTWITHSTANDING THE FOREGOING, LESSEE’S INDEMNIFICATION SHALL NOT INCLUDE THE NEGLIGENCE AND/OR WILLFUL MISCONDUCT OF LESSOR, ITS AGENTS OR EMPLOYEES. In the event of loss or damage to Lessor’s Personal Property, to the extent Lessor recovers such loss or damage from insurance proceeds Lessor hereby waives and releases Lessee from any and all right of recovery, claim, or action for such loss or damage to the extent of Lessor’s recovery from insurance proceeds, REGARDLESS OF CAUSE OR ORIGIN, INCLUDING NEGLIGENCE OF LESSEE OR ITS AGENTS, OFFICERS AND EMPLOYEES. Provided, however, the foregoing waiver and release does not include the gross negligence or intentional misconduct by Lessee or any loss or damage in excess of insurance recovery. The obligations of Lessee under this ARTICLE Article 14 shall not in any way be affected by the absence or presence in any case of covering insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under insurance policies affecting the Property. In case any claim, action or proceeding is made or brought against Lessor by reason of any of the foregoing events to which reference is made in this Section 14.01, then Lessee willLessee, upon receipt of written notice from LessorLessor will, at Lessee’s 's sole cost and expense, resist or defend such claim, action or proceeding, in Lessor’s 's name, if necessary, by counsel reasonably approved approved, in writing writing, by Lessor, such approval not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Lessor may engage its own counsel, at Lessor’s expense's sole cost and expense (notwithstanding any provision in this Lease to the contrary), to defend it or to assist in its defense. 14.02. The provisions of Section 14.01 shall survive the termination or expiration of this Lease with respect to any action occurring during the Term of the Lease.