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<br />willful misconduct of Landlord or its Agents, but Landlord shall not be liable under any
<br />circumstances for any special, 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
<br />limited to, all of Landlord's agents, officers, directors, contractors and employees
<br />(collectively, "Agents"), and their respective heirs, legal representatives, successors and
<br />assigns (individually and collectively, the "Indemnified Parties"), and each of them from
<br />and against any and all liabilities, losses, costs, claims, judgments, settlements,
<br />damages, liens, fines, penalties and expenses, including, without limitation, direct and
<br />vicarious liability of every Kind (collectively, "Claims"), incurred in connection with or
<br />arising in whole or in part from: (a) any accident, injury to or death of a person,
<br />including, without limitation, employees of Tenant, or loss of or damage to property,
<br />howsoever or by whomsoever caused by Tenant, its Invitees or its Agents, occurring in
<br />or about the Leased Premises; (b) any default by Tenant in the observation or
<br />performance of any of the terms, covenants or conditions of this Agreement to be
<br />observed or performed on Tenant's part; (c) the use or occupancy or manner of use or
<br />occupancy of the Leased Premises or the Licensed Premises by Tenant, its Agents, or
<br />clients, customers, invitees, guests, licensees, assignees or subtenants of Tenant
<br />(collectively, "Invitees"), or any person or entity claiming through or under any of them;
<br />(d) any construction or other work undertaken by Tenant on the Leased Premises or
<br />Licensed Premises whether before or during the Term of this Agreement; or (e) any
<br />acts, omissions or negligence of Tenant, its Agents or its Invitees, in, on or about the
<br />Leased Premises or Licensed Premises; all regardless of the active or passive
<br />negligence of, and regardless of whether liability without fault is imposed or sought to be
<br />imposed on, the Indemnified Parties, except to the extent that such Indemnity is void or
<br />otherwise unenforceable under applicable law in effect on or validly retroactive to the
<br />Commencement Date and further except only such Claims as are caused exclusively by
<br />the willful misconduct or gross negligence of the Indemnified Parties. The foregoing
<br />Indemnity shall include, without limitation, reasonable fees of attorneys, consultants and
<br />experts and related costs and Landlord's costs of investigating any Claims. Tenant
<br />specifically acknowledges and agrees that it has an immediate and independent
<br />obligation to defend the Landlord from any Claim which actually or potentially falls within
<br />this indemnity provision even if such allegation is or may be groundless, fraudulent or
<br />false, which obligation arises at the time such Claim is tendered to Tenant by Landlord
<br />and continues at all times thereafter. Tenant's obligations under this Section shall
<br />survive for one year after the termination of the Lease. This indemnity shall not
<br />extend to damages resulting from the willful misconduct or gross negligence of Landlord.
<br />Landlord shall hold Tenant harmless from all damages arising out of any such causes. A
<br />party's obligation under this paragraph to indemnify and hold the other party harmless
<br />shall be limited to the sum that exceeds the amount of insurance proceeds, if any,
<br />received by the party being indemnified.
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