Common use of Non Liability and Indemnification Clause in Contracts

Non Liability and Indemnification. 17.1. Tenant Indemnification. Tenant hereby indemnifies, defends, and holds Landlord, Agent and their respective affiliates, owners, partners, directors, officers, agents and employees (collectively, "Landlord Indemnified Parties") harmless from and against any and all Losses (defined below) to the extent arising from or in connection with any or all of: (a) the conduct or management of either or both the Property and the Premises or any business therein, or any work or Alterations done, or any condition created by any or all of Tenant and Tenant's agents, contractors, customers and invitees (collectively, "Tenant's Parties") in or about the Premises during the Term or during the period of time, if any, prior to the Commencement Date that Tenant is given access to the Premises; (b) any act, omission or negligence of any or all of Tenant and Tenant's Parties; (c) any accident, injury or damage whatsoever occurring in, at or upon either or both of the Property and the Premises and caused by any or all of Tenant and Tenant's Parties; (d) any breach by Tenant of any of its warranties and representations under this Lease; (e) any actions necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding involving Tenant or other proceeding involving Tenant under the Bankruptcy Code; (f) any violation or alleged violation by any or all of Tenant and Tenant's Parties of any Law including, without limitation, any Environmental Law; (g) any breach of the provisions of Section 9 by any or all of Tenant and Tenant's Parties; (h) claims for work or labor performed or materials or supplies furnished to or at the request of any or all of Tenant and Tenant's Parties; (i) claims arising from any breach or default on the part of Tenant in the performance of any covenant contained in this Lease; (j) any Hazardous Materials used, exposed, emitted, released, discharged, generated, manufactured, sold, transported, handled, stored, treated, reused, presented, disposed of or recycled in, at, near or under all or any portion of the Premises as a result of the acts or omissions of any or all of Tenant and Tenant's Parties; and (k) the violation of any Environmental Law or any permit, application or consent required in connection with any Environmental Law by any or all of Tenant and Tenant's Parties with respect to the Premises during the Term. This indemnity is not intended to indemnify Landlord and the Landlord Indemnified Parties against the consequences of their own negligence or fault. The term "Losses" in this Section 17 shall mean all claims, demands, expenses, actions, judgments, damages, penalties, fines, liabilities, losses of every kind and nature (including, without limitation, property damage, diminution in value of Landlord's interest in the Premises or the Property, damages for the loss or restriction on use of any space or amenity within the Premises or the Property, damages arising from any adverse impact on marketing space in the Property, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any person), suits, administrative proceedings, costs and fees, including, without limitation, attorneys' and consultants' reasonable fees and expenses, and the costs of cleanup, remediation, removal and restoration, that are in any way related to any matter covered by the foregoing indemnity. The provisions of this Section 17.1 shall survive the expiration or termination of this Lease.

Non Liability and Indemnification. 17.1. 20.1 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant Indemnification. for any injury or damage to Tenant hereby indemnifiesor to any other person or for any damage to, defendsor loss (by then or otherwise) of, and holds any property of Tenant or of any other person, irrespective of the cause of such injury, damage, or loss, unless caused by or due to the negligence or willful act or omission of Landlord, Agent its agents, contractors or employees. 20.2 Tenant shall indemnify and their respective affiliates, owners, partners, directors, officers, save harmless Landlord and its agents against and employees from (collectively, "Landlord Indemnified Parties"a) harmless from and against any and all Losses claims (defined belowi) to the extent arising from or in connection with any or all of: (ax) the conduct or management of either the Demised Praxes or both the Property and the Premises or of any business therein, or (y) any work or Alterations thing whatsoever done, or any condition created (other than by any Landlord for Landlord's or all of Tenant and Tenant's agents, contractors, customers and invitees (collectively, "Tenant's Parties"account) in or about the Demised Premises during the Term term of this Lease or during the period of time, if any, prior to the Commencement Date day the Tenant takes occupancy of the Demised Premises that Tenant is may have been given access to the Demised Premises; , or (ii) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants, invitees or licensees or its or their employees, agents, or contractors, and (b) all costs, expenses, and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. In case any act, omission action or negligence proceeding be brought against Landlord by reason of any such claim, Tenant upon notice from Landlord, shall resist and defend such action or all of proceeding. 20.3 Landlord shall indemnify and save harmless Tenant and its agents against and from (a) any and all claims (i) arising from (x) the conduct or management of the Building by Landlord and/or its agents or (y) any work or thing whatsoever done, or any condition created (other than by Tenant for Landlord's or Tenant's Parties; (caccount) any accident, injury in or damage whatsoever occurring in, at or upon either or both of about the Property and the Premises and Building caused by Landlord or its agents during the term of this Lease, or (iii) arising from any negligent or all otherwise wrongful act or omission of Tenant and Tenant's Parties; (d) any breach by Tenant of Landlord or any of its warranties and representations under this Lease; (e) any actions necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding involving Tenant employees, agents, or other proceeding involving Tenant under the Bankruptcy Code; (f) any violation or alleged violation by any or all of Tenant and Tenant's Parties of any Law includingcontractors, without limitation, any Environmental Law; (g) any breach of the provisions of Section 9 by any or all of Tenant and Tenant's Parties; (h) claims for work or labor performed or materials or supplies furnished to or at the request of any or all of Tenant and Tenant's Parties; (i) claims arising from any breach or default on the part of Tenant in the performance of any covenant contained in this Lease; (j) any Hazardous Materials used, exposed, emitted, released, discharged, generated, manufactured, sold, transported, handled, stored, treated, reused, presented, disposed of or recycled in, at, near or under all or any portion of the Premises as a result of the acts or omissions of any or all of Tenant and Tenant's Parties; and (kb) the violation of any Environmental Law all costs, expenses, and liabilities incurred in or any permit, application or consent required in connection with any Environmental Law by any or all of Tenant and Tenant's Parties with respect to the Premises during the Term. This indemnity is not intended to indemnify Landlord and the Landlord Indemnified Parties against the consequences of their own negligence or fault. The term "Losses" in this Section 17 shall mean all claims, demands, expenses, actions, judgments, damages, penalties, fines, liabilities, losses of every kind and nature (including, without limitation, property damage, diminution in value of Landlord's interest in the Premises or the Property, damages for the loss or restriction on use of any space or amenity within the Premises or the Property, damages arising from any adverse impact on marketing space in the Property, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any person), suits, administrative proceedings, costs and fees, including, without limitation, attorneys' and consultants' reasonable fees and expenses, and the costs of cleanup, remediation, removal and restoration, that are in any way related to any matter covered by the foregoing indemnity. The provisions of this Section 17.1 shall survive the expiration or termination of this Lease.each such claim or

Non Liability and Indemnification. 17.136.01. Neither Landlord nor any partner, member, director, officer, agent, servant or employee of Landlord shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss, except to the extent the same are caused by or result from the negligence of Land lord, its agents, servants or employees in the operation or maintenance of the Demised Premises or the Building. 36.02. Tenant Indemnification. Tenant hereby indemnifiesshall indemnify and hold harmless Landlord and all lessors under underlying leases, defendsof, and holds Landlordmortgagees under mortgages affecting, Agent the Land and/or the Building and its and their respective affiliatespartners, owners, partnersmembers, directors, officers, agents and employees (collectively, "Landlord Indemnified Parties") harmless from and against any and all Losses (defined below) to the extent claims arising from or in connection with (i) the use or occupation of the Demi sed Premises by Tenant or anyone in the Demised Premises with Tenant's permission or from any or all of: breach of this Lease by Tenant; (aii) the conduct or management of either or both the Property and the Demised Premises or of any business therein, or any work or Alterations thing whatsoever done, or any condition created (other than by any or all of Tenant and Tenant's Landlord, its agents, contractors, customers and invitees (collectively, "Tenant's Parties"or employees) in or about the Demised Premises during the Term term of this Lease or during the period of time, if any, prior to the Commencement Date that Tenant is may have been given access to the Demised Premises; (biii) any act, omission or negligence of Tenant or any of its subt enants or all of Tenant and Tenant's Partieslicensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; (civ) any accident, injury or damage whatsoever whatever (except to the extent caused by Land lord's gross negligence or the gross negligence of Landlord's agents, employees, or contractors) occurring in, at or upon either the Demised Premises; or both of the Property and the Premises and caused by any or all of Tenant and Tenant's Parties; (dv) any breach by Tenant of any of its warranties and representations under this Lease; (e) any actions necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding involving Tenant or other proceeding involving Tenant under the Bankruptcy Code; (f) any violation or alleged violation by any or all of Tenant and Tenant's Parties of any Law including, without limitation, any Environmental Law; (g) from any breach of the provisions of Section 9 this Lease by Tenant. In case any action or all of Tenant and Tenant's Parties; (h) claims for work proceeding be brought against Land lord and/or any lessor or labor performed mortgagee and/or its or materials or supplies furnished to or at the request their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or all such lessor or mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Land lord or such lessor or mortgagee). The rights and obligations of Landlord and Tenant and Tenant's Parties; (i) claims arising from any breach or default on the part of Tenant in the performance of any covenant contained in this Lease; (j) any Hazardous Materials used, exposed, emitted, released, discharged, generated, manufactured, sold, transported, handled, stored, treated, reused, presented, disposed of or recycled in, at, near or under all or any portion of the Premises as a result of the acts or omissions of any or all of Tenant and Tenant's Parties; and (k) the violation of any Environmental Law or any permit, application or consent required in connection with any Environmental Law by any or all of Tenant and Tenant's Parties with respect to the Premises during the Term. This indemnity is not intended to indemnify Landlord and the Landlord Indemnified Parties against the consequences of their own negligence or fault. The term "Losses" in this Section 17 shall mean all claims, demands, expenses, actions, judgments, damages, penalties, fines, liabilities, losses of every kind and nature (including, without limitation, property damage, diminution in value of Landlord's interest in the Premises or the Property, damages for the loss or restriction on use of any space or amenity within the Premises or the Property, damages arising from any adverse impact on marketing space in the Property, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any person), suits, administrative proceedings, costs and fees, including, without limitation, attorneys' and consultants' reasonable fees and expenses, and the costs of cleanup, remediation, removal and restoration, that are in any way related to any matter covered by the foregoing indemnity. The provisions of this Section 17.1 Article 36 shall survive the expiration or early termination of this Lease.

Non Liability and Indemnification. 17.118.01. Tenant Indemnification. Tenant hereby indemnifies, defends, and holds Neither Landlord, Agent any Superior Lessor or any Superior Mortgagee, nor any partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (in any case whether disclosed or undisclosed), shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss, nor shall the aforesaid parties be liable for any damage to property of Tenant or of others entrusted to employees of Landlord nor for loss of or damage to any such property by theft or otherwise except to the extent caused by or resulting from the negligence or wilful misconduct of Landlord, its agents, servants, employees in the operation or maintenance of the Premises or the Real Property. Further, neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any partner, director, officer, principal, shareholder, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee, shall be liable (a) to any such damage caused by other tenants or persons in, upon or about the Building or the Real Property, or caused by operations in construction of any private, public or quasi-public work; or (b) even if negligent, for consequential damages arising out of any loss of use of the Premises or any equipment, facilities or other Tenant's Property therein by Tenant or any person claiming through or under Tenant. 18.02. Subject to the terms, conditions, restrictions and limitations elsewhere contained in this Lease, Tenant shall indemnify and hold harmless Landlord and all Superior Lessors and Superior Mortgagees and its and their respective affiliates, owners, partners, directors, officers, principals, shareholders, agents and employees (collectively, "Landlord Indemnified Parties") harmless from and against any and all Losses (defined below) to the extent claims arising from or in connection with any or all of: (a) the conduct or management of either or both the Property and the Premises or any business thereinat the Premises, or any work or Alterations thing whatsoever done, or any condition created (other than by any or all of Tenant and Tenant's Landlord, its partners, directors, principals, shareholders, officers, agents, employees or contractors, customers and invitees (collectively, "Tenant's Parties") in or about the Premises during the Term term of this Lease or during the period of time, if any, prior to the Commencement Date that Tenant is may have been given access to the Premises; (b) any act, omission or negligence of Tenant or any of its subtenants or all of Tenant and Tenant's Partieslicensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors in on or about the Premises or otherwise in connection with this Lease; (c) any accident, injury or damage whatsoever whatever (except to the extent caused by Landlord's negligence or wilful misconduct or the negligence or wilful misconduct of Landlord's partners, directors, principals, shareholders, officers, agents, employees or contractors) occurring in, at or upon either or both of the Property Premises; and the Premises and caused by any or all of Tenant and Tenant's Parties; (d) any breach or default by Tenant in the full and prompt payment and performance of any of its warranties and representations Tenant's obligations under this Lease; (e) any actions necessary to protect Landlord's interest under this Lease together with all reasonable costs, expenses and liabilities incurred in a bankruptcy or in connection with each such claim or action or proceeding involving Tenant or other proceeding involving Tenant under the Bankruptcy Code; (f) any violation or alleged violation by any or all of Tenant and Tenant's Parties of any Law brought thereon, including, without limitation, any Environmental Law; (g) any breach of all reasonable attorneys' fees and expenses, subject to the provisions of Section 9 18.03 hereof. 18.03. Wherever in this Lease either party is required to indemnify the other party in connection with a claim or suit by any or all of Tenant and Tenant's Parties; (h) claims for work or labor performed or materials or supplies furnished a third party, such obligation to or at indemnify shall be subject to the request of any or all of Tenant and Tenant's Parties; condition that: (i) the party seeking indemnification shall notify the indemnifying party of such claim, and that the indemnified part is seeking indemnification with respect to such claim, with reasonable promptness after the indemnified party learns of the claim for which indemnification is being sought, (ii) the indemnified party shall cooperate with the indemnifying party in connection with the defense of such claim, (iii) the indemnifying party shall defend such claim (and the indemnifying party covenants and agrees to defend such claim) on behalf of the indemnified party using counsel reasonably acceptable to the indemnified party (counsel selected by the indemnifying party's insurance company being deemed acceptable for this purpose provided no conflict exists which would preclude such counsel's representation of the indemnified party), (iv) the indemnifying party shall have the right to control the defense of such claim, provided, however, that the indemnifying party shall not settle such claim without the prior written consent of the indemnified party unless such settlement includes an unconditional release of all such claims arising from against the indemnified party. From and after the date the indemnifying party has assumed in writing the defense of such claim and provided, and for so long as the indemnifying party is continuing to diligently defend same, the indemnifying party shall not be liable for any breach attorneys' fees or default on expenses incurred by the part of Tenant indemnified party in the performance defense of any covenant such claim. 18.04. Subject to the terms, conditions, restrictions and limitations elsewhere contained in this Lease; (j) any Hazardous Materials used, exposed, emitted, released, discharged, generated, manufactured, sold, transported, handled, stored, treated, reused, presented, disposed of or recycled in, at, near or under all or any portion of the Premises as a result of the acts or omissions of any or all of Tenant and Tenant's Parties; and (k) the violation of any Environmental Law or any permit, application or consent required in connection with any Environmental Law by any or all of Tenant and Tenant's Parties with respect to the Premises during the Term. This indemnity is not intended to indemnify Landlord and the Landlord Indemnified Parties against the consequences of their own negligence or fault. The term "Losses" in this Section 17 shall mean all claims, demands, expenses, actions, judgments, damages, penalties, fines, liabilities, losses of every kind and nature Lease (including, without limitation, property damagethe provisions of Section 35.03 hereof), diminution Landlord shall indemnify Tenant and its partners, officers, directors, principals, shareholders and employees and save such parties harmless from and against any and all liability, claims, damages (excluding consequential damages), costs or expenses, including reasonable attorneys' fees, to third parties arising from the negligence or wilful misconduct of Landlord or its officers, contractors, agents or employees in value of Landlord's interest in or about the Premises or Landlord's breach of this Lease or Landlord's deferral of its obligation to comply with Legal Requirements pursuant to Section 8.01 hereof. This provision shall not be construed to make Landlord responsible for loss, damage, liability or expense resulting from injuries to third parties to the Property, damages for the loss or restriction on use of any space or amenity within the Premises or the Property, damages arising from any adverse impact on marketing space in the Property, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any person), suits, administrative proceedings, costs and fees, including, without limitation, attorneys' and consultants' reasonable fees and expenses, and the costs of cleanup, remediation, removal and restoration, that are in any way related to any matter covered extent caused by the foregoing indemnity. The provisions negligence of this Section 17.1 shall survive the expiration Tenant or termination of its partners, officers, directors, principals, shareholders, employees, contractors, licensees, agents, or invitees or any other matters for which Tenant is liable under this Lease.

Non Liability and Indemnification. 17.121.01. Neither Landlord nor any partner, joint venturer, director, officer, agent, servant or employee of Landlord shall be liable to Tenant for any loss, injury or damage to Tenant or to any other Person, or to its or their property, irrespective of the cause of such injury, damage or loss, unless caused by or resulting from the negligence of Landlord, its agents, servants or employees in the operation or maintenance of the Land or Building without contributory negligence on the part of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors. Further, neither Landlord nor any partner, joint venturer, director, officer, agent, servant or employee of Landlord shall be liable (a) for any such damage caused by other tenants or Persons other than Landlord or it's agents in, upon or about the Land or Building, or caused by operations in construction of any private, public or quasi-public work; or (b) even if negligent, for consequential damages arising out of any loss of use of the Demised Premises or any equipment or facilities therein by Tenant or any Person claiming through or under Tenant. 21.02. Tenant Indemnification. Tenant hereby indemnifies, defends, shall indemnify and holds Landlord, Agent hold harmless Landlord and all Superior Lessors and its and their respective affiliatespartners, owners, partnersjoint venturers, directors, officers, agents agents, servants and employees (collectively, "Landlord Indemnified Parties") harmless from and against any and all Losses (defined below) to the extent claims arising from or in connection with any or all of: (a) the conduct or management of either or both the Property and the Demised Premises or of any business therein, or any work or Alterations thing whatsoever done, or any condition created (other than by any Landlord or all of Tenant and Tenant's its agents, contractors, customers and invitees (collectively, "Tenant's Parties") in or about the Demised Premises during the Term or during the period of time, if any, prior to the Commencement Date that Tenant is may have been given access to the Demised Premises; (b) any act, omission or negligence of Tenant or any of its subtenants or all of Tenant and Tenant's Partieslicensees or its or their partners, joint venturers, directors, officers, agents, employees or contractors; (c) any accident, injury or damage whatsoever whatever (unless caused solely by Landlord or its agent's negligence) occurring in, at or upon either or both of the Property and the Premises and caused by any or all of Tenant and Tenant's Parties; (d) any breach by Tenant of any of its warranties and representations under this Lease; (e) any actions necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding involving Tenant or other proceeding involving Tenant under the Bankruptcy Code; (f) any violation or alleged violation by any or all of Tenant and Tenant's Parties of any Law including, without limitation, any Environmental Law; (g) any breach of the provisions of Section 9 by any or all of Tenant and Tenant's Parties; (h) claims for work or labor performed or materials or supplies furnished to or at the request of any or all of Tenant and Tenant's Parties; (i) claims arising from any breach or default on the part of Tenant in the performance of any covenant contained in this LeaseDemised Premises; (j) any Hazardous Materials used, exposed, emitted, released, discharged, generated, manufactured, sold, transported, handled, stored, treated, reused, presented, disposed of or recycled in, at, near or under all or any portion of the Premises as a result of the acts or omissions of any or all of Tenant and Tenant's Parties; and (k) the violation of any Environmental Law or any permit, application or consent required in connection with any Environmental Law by any or all of Tenant and Tenant's Parties with respect to the Premises during the Term. This indemnity is not intended to indemnify Landlord and the Landlord Indemnified Parties against the consequences of their own negligence or fault. The term "Losses" in this Section 17 shall mean all claims, demands, expenses, actions, judgments, damages, penalties, fines, liabilities, losses of every kind and nature (including, without limitation, property damage, diminution in value of Landlord's interest in the Premises or the Property, damages for the loss or restriction on use of any space or amenity within the Premises or the Property, damages arising from any adverse impact on marketing space in the Property, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any person), suits, administrative proceedings, costs and fees, including, without limitation, attorneys' and consultants' reasonable fees and expenses, and the costs of cleanup, remediation, removal and restoration, that are in any way related to any matter covered by the foregoing indemnity. The provisions of this Section 17.1 shall survive the expiration or termination of this Lease.and

Non Liability and Indemnification. 17.1Section 20.01 Tenant shall not do or permit any act or thing to be done upon the Premises which may subject Landlord to any liability or responsibility for injury, damages to persons or property or to any liability by reason of any violation of law or of any legal requirement of public authority, but shall exercise such control over the Premises to fully protect Landlord against any such liability. Tenant Indemnification. Tenant hereby indemnifiesshall defend, defends, indemnify and holds hold harmless Landlord, Agent and their respective affiliatesmanaging agent, ownersother agents, officers, directors, shareholders, partners, directorsprincipals, officers, agents employees and employees tenants in common (collectively, "whether disclosed or undisclosed) (hereinafter collectively referred to as the “Landlord Indemnified Parties"”) harmless from and against any and all Losses claims, demands, liability, losses, damages, costs and expenses (defined belowincluding reasonable attorneys’ fees and disbursements) to the extent arising from or in connection with any or all ofwith: (a) any breach or default by Tenant in the conduct or management full and prompt payment and performance of either or both Tenant’s obligations hereunder beyond the Property and the Premises or any business therein, or any work or Alterations done, or any condition created by any or all of Tenant and Tenant's agents, contractors, customers and invitees (collectively, "Tenant's Parties") cure period contained in or about the Premises during the Term or during the period of time, if any, prior to the Commencement Date that Tenant is given access to the Premisesa written notice; (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person claiming under or through Tenant; (c) any act, omission or negligence of Tenant or any of its subtenants, assignees or all of Tenant and Tenant's Partieslicensees or its or their partners, principals, directors, officers, agents, invitees, employees, guests, customers or contractors during the term hereof; (cd) any accident, injury or damage whatsoever occurring in, at in or upon either or both of the Property and about the Premises and caused by any or all of Tenant and Tenant's Partiesduring the term hereof; (de) any breach the performance by Tenant of any of its warranties and representations under this Lease; (e) any actions necessary alteration or improvement to protect Landlord's interest under this Lease in a bankruptcy proceeding involving Tenant or other proceeding involving Tenant under the Bankruptcy Code; (f) any violation or alleged violation by any or all of Tenant and Tenant's Parties of any Law demised premises including, without limitation, Tenant’s failure to obtain any Environmental Lawpermit, authorization or license or failure to pay in full any contractor, subcontractor or materialmen performing work on such alteration; (f)any mechanics lien filed, claimed or asserted in connection with any alteration or any other work, labor, services or materials done for or supplied to, or claimed to have been done for or supplied to, Tenant or any person claiming through or under Tenant and (g) any breach of the provisions of Section 9 certification made by any architect or all engineer retained by or on behalf of Tenant and to any governmental authority (as well as any certification also executed or submitted by Landlord if prepared by Tenant's Parties; (h) claims for work or labor performed or materials or supplies furnished to or at the request of any or all of Tenant and Tenant's Parties; (i) claims arising from any breach or default on the part of Tenant in the performance of any covenant contained in this Lease; (j) any Hazardous Materials used, exposed, emitted, released, discharged, generated, manufactured, sold, transported, handled, stored, treated, reused, presented, disposed of or recycled in, at, near or under all or any portion of the Premises as a result of the acts or omissions of any or all of Tenant and Tenant's Parties; and (k) the violation of any Environmental Law or any permit, application or consent required in connection with any Environmental Law by any alteration or all of Tenant and Tenant's Parties with respect improvement to the Premises during Premises. If any claim, action or proceeding is brought against any of the Term. This indemnity is not intended Landlord Parties for a matter covered by this indemnity, Tenant, upon notice from the indemnified person or entity, shall defend such claim, action or proceeding with counsel reasonably satisfactory to indemnify Landlord and the indemnified person or entity (Landlord Indemnified Parties against the consequences of their own negligence or fault. The term "Losses" in this Section 17 shall mean all claims, demands, expenses, actions, judgments, damages, penalties, fines, liabilities, losses of every kind and nature (including, without limitation, property damage, diminution in value of hereby agreeing that counsel for Tenant’s insurance company is acceptable to Landlord's interest in the Premises or the Property, damages for the loss or restriction on use of any space or amenity within the Premises or the Property, damages arising from any adverse impact on marketing space in the Property, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any person), suits, administrative proceedings, costs and fees, including, without limitation, attorneys' and consultants' reasonable fees and expenses, and the costs of cleanup, remediation, removal and restoration, that are in any way related to any matter covered by the foregoing indemnity. The provisions of this Section 17.1 Article shall survive the expiration or sooner termination of this Leaselease.

Non Liability and Indemnification. 17.1Section 20.01 Tenant shall not do or permit any act or thing to be done upon the Premises which may subject Landlord to any liability or responsibility for injury, damages to persons or property or to any liability by reason of any violation of law or of any legal requirement of public authority, but shall exercise such control over the Premises to fully protect Landlord against any such liability. Tenant Indemnification. Tenant hereby indemnifiesshall defend, defends, indemnify and holds hold harmless Landlord, Agent and their respective affiliatesmanaging agent, ownersother agents, officers, directors, shareholders, partners, directorsprincipals, officers, agents employees and employees tenants in common (collectively, "whether disclosed or undisclosed) (hereinafter collectively referred to as the “Landlord Indemnified Parties"”) harmless from and against any and all Losses claims, demands, liability, losses, damages, costs and expenses (defined belowincluding reasonable attorneys’ fees and disbursements) to the extent arising primarily and directly from or in connection with any or all of: (a) any breach or default by Tenant in the conduct or management full and prompt payment and performance of either or both Tenant’s obligations hereunder beyond the Property and the Premises or any business therein, or any work or Alterations done, or any condition created by any or all of Tenant and Tenant's agents, contractors, customers and invitees (collectively, "Tenant's Parties") cure period contained in or about the Premises during the Term or during the period of time, if any, prior to the Commencement Date that Tenant is given access to the Premisesa written notice; (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person claiming under or through Tenant; (c) any act, omission or negligence of Tenant or any of its subtenants, assignees or all of Tenant and Tenant's Partieslicensees or its or their partners, principals, directors, officers, agents, invitees, employees, guests, customers or contractors during the term hereof; (cd) any accident, injury or damage whatsoever occurring in, at in or upon either or both of the Property and about the Premises and caused by any or all of Tenant and Tenant's Partiesduring the term hereof; (de) any breach the performance by Tenant of any of its warranties and representations under this Lease; (e) any actions necessary alteration or improvement to protect Landlord's interest under this Lease in a bankruptcy proceeding involving Tenant or other proceeding involving Tenant under the Bankruptcy Code; (f) any violation or alleged violation by any or all of Tenant and Tenant's Parties of any Law Premises including, without limitation, Tenant’s failure to obtain any Environmental Lawpermit, authorization or license or failure to pay in full any contractor, subcontractor or materialmen performing work on such alteration; (f)any mechanics lien filed, claimed or asserted in connection with any alteration or any other work, labor, services or materials done for or supplied to, or claimed to have been done for or supplied to, Tenant or any person claiming through or under Tenant and (g) any breach of the provisions of Section 9 certification made by any architect or all engineer retained by or on behalf of Tenant and to any governmental authority (as well as any certification also executed or submitted by Landlord if prepared by Tenant's Parties; (h) claims for work or labor performed or materials or supplies furnished to or at the request of any or all of Tenant and Tenant's Parties; (i) claims arising from any breach or default on the part of Tenant in the performance of any covenant contained in this Lease; (j) any Hazardous Materials used, exposed, emitted, released, discharged, generated, manufactured, sold, transported, handled, stored, treated, reused, presented, disposed of or recycled in, at, near or under all or any portion of the Premises as a result of the acts or omissions of any or all of Tenant and Tenant's Parties; and (k) the violation of any Environmental Law or any permit, application or consent required in connection with any Environmental Law by any alteration or all of Tenant and Tenant's Parties with respect improvement to the Premises during Premises, except to the Term. This indemnity is not intended to indemnify Landlord and the Landlord Indemnified Parties against the consequences of their own negligence or fault. The term "Losses" in this Section 17 shall mean all extent that any such claims, demands, expensesliability, actions, judgmentslosses, damages, penalties, fines, liabilities, losses of every kind costs or expenses in subsections (a) through (g) have resulted primarily and nature (including, without limitation, property damage, diminution in value of Landlord's interest in the Premises or the Property, damages for the loss or restriction on use of any space or amenity within the Premises or the Property, damages arising directly from any adverse impact on marketing space in Landlord Parties’ acts, omissions, negligence, or willful misconduct. If any claim, action or proceeding is brought against any of the Property, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any person), suits, administrative proceedings, costs and fees, including, without limitation, attorneys' and consultants' reasonable fees and expenses, and the costs of cleanup, remediation, removal and restoration, that are in any way related to any Landlord Parties for a matter covered by this indemnity, Tenant, upon notice from the foregoing indemnityindemnified person or entity, shall defend such claim, action or proceeding with counsel reasonably satisfactory to Landlord and the indemnified person or entity (Landlord hereby agreeing that counsel for Tenant’s insurance company is acceptable to Landlord). The provisions of this Section 17.1 Article shall survive the expiration or sooner termination of this Lease.

Non Liability and Indemnification. 17.118.01. Neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (in any case whether disclosed or undisclosed), shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss, nor shall the aforesaid parties be liable for any damage to property of Tenant or of others entrusted to employees of Landlord nor for loss of or damage to any such property by theft or otherwise except to the extent caused by or resulting from the negligence of Landlord, its agents, servants, employees in the operation or maintenance of the Premises or the Real Property. Further, neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any partner, director, officer, principal, shareholder, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee, shall be liable (a) for any such damage caused by other tenants or persons in, upon or about the Building or the Real Property, or caused by operations in construction of any private, public or quasi-public work; or (b) even if negligent, for consequential damages arising out of any loss of use of the Premises or any equipment, facilities or other Tenant's Property therein by Tenant or any person claiming through or under Tenant. 18.02. Tenant Indemnification. Tenant hereby indemnifies, defends, shall indemnify and holds Landlord, Agent hold harmless Landlord and all Superior Lessors and Superior Mortgagees and its and their respective affiliates, owners, partners, directors, officers, principals, shareholders, agents and employees (collectively, "Landlord Indemnified Parties") harmless from and against any and all Losses (defined below) to the extent claims arising from or in connection with any or all of: (a) the conduct or management of either or both the Property and the Premises or of any business therein, or any work or Alterations thing whatsoever done, or any condition created (other than by any or all of Tenant and Tenant's Landlord, its agents, contractors, customers and invitees (collectively, "Tenant's Parties"or employees) in or about the Premises during the Term term of this Lease or during the period of time, if any, prior to the Initial Commencement Date that Tenant is may have been given access to the Premises; (b) any act, omission or negligence of Tenant or any of its subtenants or all of Tenant and Tenant's Partieslicensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatsoever whatever (except to the extent caused by Landlord's negligence or the negligence of Landlord's agents, employees, or contractors) occurring in, at or upon either or both of the Property Premises; and the Premises and caused by any or all of Tenant and Tenant's Parties; (d) any breach or default by Tenant in the full and prompt payment and performance of any of its warranties and representations Tenant's obligations under this Lease; (e) any actions necessary to protect Landlord's interest under this Lease together with all reasonable costs, expenses and liabilities incurred in a bankruptcy proceeding involving Tenant or other proceeding involving Tenant under the Bankruptcy Code; (f) any violation or alleged violation by any or all of Tenant and Tenant's Parties of any Law including, without limitation, any Environmental Law; (g) any breach of the provisions of Section 9 by any or all of Tenant and Tenant's Parties; (h) claims for work or labor performed or materials or supplies furnished to or at the request of any or all of Tenant and Tenant's Parties; (i) claims arising from any breach or default on the part of Tenant in the performance of any covenant contained in this Lease; (j) any Hazardous Materials used, exposed, emitted, released, discharged, generated, manufactured, sold, transported, handled, stored, treated, reused, presented, disposed of or recycled in, at, near or under all or any portion of the Premises as a result of the acts or omissions of any or all of Tenant and Tenant's Parties; and (k) the violation of any Environmental Law or any permit, application or consent required in connection with any Environmental Law by any each such claim or all of Tenant and Tenant's Parties with respect to the Premises during the Term. This indemnity is not intended to indemnify Landlord and the Landlord Indemnified Parties against the consequences of their own negligence action or fault. The term "Losses" in this Section 17 shall mean all claims, demands, expenses, actions, judgments, damages, penalties, fines, liabilities, losses of every kind and nature (including, without limitation, property damage, diminution in value of Landlord's interest in the Premises or the Property, damages for the loss or restriction on use of any space or amenity within the Premises or the Property, damages arising from any adverse impact on marketing space in the Property, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any person), suits, administrative proceedings, costs and feesproceeding brought thereon, including, without limitation, all reasonable attorneys' fees and consultantsexpenses. In case any action or proceeding be brought against Landlord and/or any Superior Lessor 59 60 or Superior Mortgagee and/or its or their partners, directors, officers, principals, shareholders, agents and/or employees by reason of any such claim, Tenant, upon notice from Landlord or such Superior Lessor or Superior Mortgagee, shall resist and defend such action or proceeding (by counsel reasonably satisfactory to Landlord or such Superior Lessor or Superior Mortgagee). 18.03. Subject to the terms of this Lease relating to waivers of liability and subrogation (to the extent that such waiver shall be applicable in any case), Landlord shall indemnify and hold harmless Tenant from and against any and all claims relating to events which occur in public areas of the Building located outside of the Premises to the extent arising from the negligence or willful, wrongful act of Landlord, together with all reasonable costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all attorneys' reasonable fees and expenses, and the costs of cleanupprovided, remediation, removal and restorationhowever, that are in no event shall Landlord be liable for any way related consequential damages in connection with any of the aforesaid. In case any action or proceeding be brought against Tenant for which Tenant claims indemnification from Landlord, Tenant shall give Landlord prompt written notice thereof, and Landlord, upon such notice from Tenant, shall have the right, but not the obligation, to any matter resist and defend such action or proceeding on behalf of Tenant by counsel for Landlord's insurer (if such claim is covered by the foregoing indemnity. The provisions of this Section 17.1 shall survive the expiration insurance) or termination of this Leaseotherwise by other counsel reasonably satisfactory to Tenant.