Common use of Indemnity; Release Clause in Contracts

Indemnity; Release. (a) Tenant shall hold harmless Landlord, all "Landlord Affiliates" (as herein defined), Landlord's Lender, and their employees and agents from, against and in respect of, all liabilities, damages, losses, costs, expenses (including all reasonable attorneys' fees), causes of action, suits, claims, demands and judgments of any nature whatsoever arising, in whole or in part, out of, by reason of or in connection with: (i) injury to or the death of persons or damage to property during the term of the Lease (A) in, on or about the Premises, except to the extent arising out of, by reason of or in connection with the negligence of the person or entity seeking indemnification or (B) resulting from the condition of the Premises; and (ii) the violation by Tenant during the term of this Lease of any law affecting the use or occupancy of the Premises including, without limitation, the Americans With Disabilities Act. (b) Tenant, on behalf of itself and all persons and entities claiming through Tenant, waives all claims against Landlord, any Landlord Affiliate and Landlord's Lender for damage to any property or injury to, or death of, any person in, upon, or about the Premises arising at any time and from any cause (including, without limitation, fire, explosion, falling plaster, escaping steam or gas, electricity, water, rain, snow, flood or leaks from any part of the Premises or from the pipes, appliances, plumbing works, roof or subsurface of any floor or ceiling, or from the street or any other place), and also (without limitation) arising from the condition of the Premises or the presence of mold, fungi or any other hazardous or toxic substance in, on or about the Premises, except to the extent arising out of, by reason of or in connection with the affirmative actions or willful misconduct of the person or entity seeking the benefit of the provisions of this subparagraph (b). (c) Tenant agrees that neither Landlord, nor any Landlord Affiliate, nor Landlord's Lender will be liable or in any way responsible for, and Tenant waives all claims against, and, with respect to claims by Tenant's shareholders, directors, officers, employees, customers, invitees and licensees, agrees to indemnify and hold harmless, Landlord, its Landlord Affiliates and Landlord's Lender for any loss, injury or damage suffered by Tenant or others relating to (i) loss or theft of, or damage to, property of Tenant or others during the term of this Lease, except to the extent arising out of the affirmative actions or willful misconduct of the person or entity seeking the benefit of the provisions of this subparagraph 22(c); or (ii) damage caused by the public or by construction of any private or public work, except to the extent arising out of the affirmative actions or willful misconduct of the person or entity seeking the benefits of this subparagraph 22(c). (d) Neither Landlord, its Landlord Affiliates nor Landlord's Lender will be liable or in any way responsible to Tenant for, and Tenant waives all claims against, and, with respect to claims by Tenant's shareholders, directors, officers, employees, customers, invitees and licensees, agrees to indemnify and hold harmless, Landlord, its Landlord Affiliates and Landlord's Lender for, any loss, injury or damage that is insured or required to be insured by Tenant under Section 5 of this Lease.

Indemnity; Release. (a) Tenant shall A. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless Landlordeach of the Indemnified Parties for, from and against any and all "Landlord Affiliates" claims, suits, liabilities (as herein definedincluding, without limitation, strict liabilities), Landlord's Lenderactions, and their employees and agents fromproceedings, against and in respect ofobligations, all liabilitiesdebts, damages, losses, costs, expenses (including all reasonable attorneys' expenses, diminutions in value, fines, penalties, charges, fees), causes expenses, judgments, awards, amounts paid in settlement and damages of action, suits, claims, demands and judgments of any whatever kind or nature whatsoever arising, in whole or in part, out of, by reason of or in connection with: (i) injury to or the death of persons or damage to property during the term of the Lease (A) in, on or about the Premises, except to the extent arising out of, by reason of or in connection with the negligence of the person or entity seeking indemnification or (B) resulting from the condition of the Premises; and (ii) the violation by Tenant during the term of this Lease of any law affecting the use or occupancy of the Premises including, without limitation, the Americans With Disabilities Act. (b) Tenant, on behalf of itself and all persons and entities claiming through Tenant, waives all claims against Landlord, any Landlord Affiliate and Landlord's Lender for damage to any property or injury to, or death of, any person in, upon, or about the Premises arising at any time and from any cause (including, without limitation, fireattorneys' fees, explosioncourt costs and other costs of defense) (collectively, falling plaster"Losses") (excluding Losses suffered by an Indemnified Party directly arising out of such Indemnified Party's gross negligence or willful misconduct; provided, escaping steam or gashowever, electricity, water, rain, snow, flood or leaks from that the term "gross negligence" shall not include gross negligence imputed as a matter of law to any part of the Indemnified Parties solely by reason of Borrower's interest in any of the Premises or from Borrower's failure to act in respect of matters which are or were the pipes, appliances, plumbing works, roof or subsurface obligation of any floor or ceiling, or from Borrower under the street or any other placeLoan Documents), and also costs of Remediation (without limitationwhether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (1) any presence of any Hazardous Materials or USTs in, on, above, or under any of the Premises; (2) any past, present or Threatened Release in, on, above, under or from any of the condition Premises; (3) any activity by Borrower, any person or entity affiliated with Borrower or any tenant or other user of any of the Premises in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any of the Premises of any Hazardous Materials or USTs at any time located in, under, on or above any of the Premises; (4) any activity by Borrower, any person or entity affiliated with Borrower or any tenant or other user of any of the Premises in connection with any actual or proposed Remediation of any Hazardous Materials or USTs at any time located in, under, on or above any of the Premises, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (5) any past, present or threatened non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with any of the Premises or the presence of moldoperations thereon, fungi including but not limited to any failure by Borrower, any person or entity affiliated with Borrower or any tenant or other hazardous user of any of the Premises to comply with any order of any Governmental Authority in connection with any Environmental Laws; (6) the imposition, recording or toxic substance infiling or the threatened imposition, on recording or about filing of any Environmental Lien encumbering any of the Premises; (7) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in this Agreement; (8) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with any of the Premises, except including but not limited to costs to investigate and assess such injury, destruction or loss; (9) any acts of Borrower, any person or entity affiliated with Borrower or any tenant or other user of any of the extent Premises in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Materials or USTs owned or possessed by Borrower, any person or entity affiliated with Borrower or any tenant or other user, at any facility or incineration vessel owned or operated by another person or entity and containing such or similar Hazardous Materials or USTs; (10) any acts of Borrower, any person or entity affiliated with Borrower or any tenant or other user of any of the Premises, in accepting any Hazardous Materials or USTs for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower, any person or entity affiliated with Borrower or any tenant or other user of any of the Premises, from which there is a Release, or a Threatened Release of any Hazardous Materials which causes the incurrence of costs for Remediation; (11) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near any of the Premises; or (12) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to this Agreement. B. Borrower fully and completely releases, waives and covenants not to assert any claims, liabilities, actions, defenses, challenges, contests or other opposition against Lender and Environmental Insurer, however characterized, known or unknown, foreseen or unforeseen, now existing or arising in the future, relating to this Agreement and any Hazardous Materials, USTs, Releases and/or Remediation on, at or affecting any of the Premises (other than those arising out ofof Lender's or Environmental Insurer's gross negligence or willful misconduct; provided, however, that the term "gross negligence" shall not include gross negligence imputed as a matter of law to Lender or Environmental Insurer solely by reason of or Borrower's interest in connection with the affirmative actions or willful misconduct any of the person Premises or entity seeking Borrower's failure to act in respect of matters which are or were the benefit obligation of Borrower under the provisions of this subparagraph (bLoan Documents). (c) Tenant agrees that neither Landlord, nor any Landlord Affiliate, nor Landlord's Lender will be liable or in any way responsible for, and Tenant waives all claims against, and, with respect to claims by Tenant's shareholders, directors, officers, employees, customers, invitees and licensees, agrees to indemnify and hold harmless, Landlord, its Landlord Affiliates and Landlord's Lender for any loss, injury or damage suffered by Tenant or others relating to (i) loss or theft of, or damage to, property of Tenant or others during the term of this Lease, except to the extent arising out of the affirmative actions or willful misconduct of the person or entity seeking the benefit of the provisions of this subparagraph 22(c); or (ii) damage caused by the public or by construction of any private or public work, except to the extent arising out of the affirmative actions or willful misconduct of the person or entity seeking the benefits of this subparagraph 22(c). (d) Neither Landlord, its Landlord Affiliates nor Landlord's Lender will be liable or in any way responsible to Tenant for, and Tenant waives all claims against, and, with respect to claims by Tenant's shareholders, directors, officers, employees, customers, invitees and licensees, agrees to indemnify and hold harmless, Landlord, its Landlord Affiliates and Landlord's Lender for, any loss, injury or damage that is insured or required to be insured by Tenant under Section 5 of this Lease.