|
the provision of Section 8, Alteration and Improvements above, The Parties acknowledge and agree that
<br />Tenant's obligation to comply with all laws as provided herein is a material part of the bargained for
<br />consideration under this lease. Tenant's obligation under this Section shall include, without limitation, the
<br />responsibility of Tenant to make substantial or structural repairs and alterations to the Premises (including
<br />any of the Tenant's improvements or alterations), regardless of, among other factors, the relationship of the
<br />cost of curative action to the rent under this lease, the length of the then remaining Term hereof, the
<br />relative benefit of the repairs to Tenant or Landlord, the degree to which the curative action may interfere
<br />with Tenant's use or enjoyment of the Premises, the likelihood that the Parties contemplated the particular
<br />law involved, and whether the law involved is related to Tenant's particular use of the Premises. Failure to
<br />comply with all laws as provided herein, ordinances, rules or regulations shall constitute a material breach
<br />of this lease.
<br />11. WAIVER OF CLAIMS; INDEMNIFICATION;
<br />A. Limitation on Landlord's Liability; Waiver of Claims: Landlord shall not be
<br />responsible for or liable to Tenant, and Tenant hereby assumes the risk of, and waives and releases
<br />Landlord, its Invitees (as defined below), employees, officers, commissioners, boardmembers and its
<br />Agents from all Claims (as defined below) for any injury, loss or damage to any person or property in or
<br />about the Premises by or from any cause whatsoever including, without limitation, (i) any act or omission of
<br />persons (other than Landlord, its Invitees, or its Agents) occupying adjoining Premises or any properties
<br />adjacent to or connected with the Premises, (ii) theft, (iii) explosion, stray ammunition, misfired firearms,
<br />fire, steam, oil, electricity, water, gas or rain, pollution or contamination, (iv) any other acts, omissions or
<br />causes. Nothing in this Section shall relieve Landlord from liability caused solely and directly by the gross
<br />negligence or willful misconduct of Landlord or its Agents, but Landlord shall not be liable under any
<br />circumstances for any consequential, incidental or punitive damages.
<br />B. Tenant's Indemnity: Tenant, on behalf of itself and its successors and assigns,
<br />shall indemnify, defend and hold harmless ("Indemnify") Landlord including, but not limited to, all of its
<br />agents, officers, directors, contractors and employees (collectively, "Agents"), and their respective heirs,
<br />legal representatives, successors and assigns (individually and collectively, the "Indemnified Parties"), and
<br />each of them from and against any and all liabilities, losses, costs, claims, judgments, settlements,
<br />damages, liens, fines, penalties and expenses, including, without limitation, direct and vicarious liability of
<br />every kind (collectively, "Claims"), incurred in connection with or arising in whole or in part from: (a) any
<br />accident, injury to or death of a person, including, without limitation, employees of Tenant, or loss of or
<br />damage to property, howsoever or by whomsoever caused by Tenant, its Invitees or its Agents, occurring
<br />in or about the Premises; (b) any default by Tenant in the observation or performance of any of the terms,
<br />covenants or conditions of this Lease to be observed or performed on Tenant's part; (c) the use or
<br />occupancy or manner of use or occupancy of the Premises by Tenant, its Agents, or clients, customers,
<br />invitees, guests, licensees, assignees or subtenants of Tenant (collectively, "Invitees"), or any person or
<br />entity claiming through or under any of them; (d) the condition of the Premises; (e) any construction or other
<br />work undertaken by Tenant on the Premises whether before or during the Term of this Lease; or (f) any
<br />acts, omissions or negligence of Tenant, its Agents or its Invitees, in, on or about the Premises or the
<br />Property; all regardless of the active or passive negligence of, and regardless of whether liability without
<br />fault is imposed or sought to be imposed on, the Indemnified Parties, except to the extent that such
<br />Indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the
<br />Lease Commencement Date and further except only such Claims as are caused exclusively by the willful
<br />misconduct or gross negligence of the Indemnified Parties. The foregoing Indemnity shall include, without
<br />0
<br />
|