Indemnification Clause Example with 5 Variations from Business Contracts
This page contains Indemnification clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Indemnification. (a) Lessee waives all claims against Lessor for damages to property, or to goods, wares, and merchandise stored in, upon, or about the Premises, and for injuries to persons in, upon, or about the Premises or the Property from any cause arising at any time, except as may be caused by the .gross negligence or willful misconduct of Lessor or its employees, agents or contractors. Lessee shall indemnify, defend, and hold harmless Lessor from claims, suits, actions, or liabilities for personal injury,... death or for loss or damage to property that arise from (1) any activity, work, or thing done, permitted by Lessee in or about the Premises or the Property, (2) for bodily injury or damage to property which arises in or about the Property to the extent the injury or damage to property results from the negligent acts or omissions of Lessee, its employees, agents or contractors, and (3) based on any breach or default by Lessee in the performance of any obligation on Lessee's part to be performed under this Lease. (b) Lessor shall indemnify, defend, and hold harmless Lessee from claims, suits, actions, or liabilities for personal injury, death or for loss or damage to property that arise from (1) any activity, work, or thing done, permitted or suffered by Lessor in or about the Premises or the Property, (2) for bodily injury or damage to property which arises in or about the Property to the extent the injury or damage to property results from the negligent acts or omissions of Lessor, its employees, agents or contractors, and (3) based on any breach or default by Lessor in the performance of any obligation on Lessor's part to be performed under this Lease. (c) In the absence of comparative or concurrent negligence on the part of Lessee or Lessor, their respective agents, affiliates, and subsidiaries, or their respective officers, directors, members, employees or contractors, the foregoing indemnities by Lessee and Lessor shall also include reasonable costs, expenses and attorneys' fees incurred in connection with any 17 indemnified claim or incurred by the indemnitee in successfully establishing the right to indemnity. The indemnitor shall have the right to assume the defense of any claim subject to the foregoing indemnities with counsel reasonably satisfactory to the indemnitee. The indemnitee agrees to cooperate fully with the indemnitor and its counsel in any matter where the indemnitor elects to defend, provided the indemnitor shall promptly reimburse the indemnitee for reasonable costs and expenses incurred in connection with its duty to cooperate. The foregoing indemnities shall survive the expiration or earlier termination of this Lease and are conditioned upon the indemnitee providing prompt notice to the indemnitor of any claim or occurrence that is likely to give rise to a claim, suit, action or liability that will fall within the scope of the foregoing indemnities, along with sufficient details that will enable the indemnitor to make a reasonable investigation of the claim. When the claim is caused by the joint negligence or willful misconduct of Lessee and Lessor or by the indemnitor party and a third party unrelated to the indemnitor party (except indemnitor's agents, officers, employees or invitees), the indemnitor's duty to indemnify and defend shall be proportionate to the indemnitor's allocable share of joint negligence or willful misconduct. (d) Lessor shall not be liable to Lessee for any damage caused by any act or negligence of any other occupant of the Building or any other owner or occupant of adjoining or contiguous property, nor for overflow, breakage, or leakage of water, steam, gas, or electricity from pipes, wires, or otherwise in the Premises or the Building, except to the extent caused by the gross negligence or willful misconduct of Lessor or Lessor's employees, agents, or contractors. Except as otherwise herein provided, Lessee will pay for damage to the Premises or the Property caused by the misuse or neglect of the Premises or the Property by Lessee or its employees, agents, or contractors, including, but not limited to, the breakage of glass in the Building.View More
Variations of a "Indemnification" Clause from Business Contracts
Indemnification. (a) Lessee waives all 17.1.Tenant's Duty. Tenant shall indemnify, defend and hold Landlord harmless against and from liability and claims against Lessor of any kind for damages loss or damage to property, property of Tenant or any other person, or for any injury to goods, wares, or death of any person, arising out of: (1) Tenant's use and merchandise stored occupancy of the Premises, or any work, activity or other things allowed or suffered by Tenant to be done in, upon, on or about the Premises..., Premises or the Property; (2) any breach or default by Tenant of any of Tenant's obligations under this Lease; or (3) any negligent or otherwise tortious act or omission of Tenant, its agents, employees, invitees or contractors. Tenant shall at Tenant's expense, and by counsel satisfactory to Landlord, defend Landlord in any action or proceeding arising from any such claim and shall indemnify Landlord against all costs, attorneys' fees, expert witness fees and any other expenses incurred in such action or proceeding. As a material part of the consideration for injuries Landlord's execution of this Lease, except for Landlord's gross negligence or willful misconduct, Tenant hereby assumes all risk of damage or injury to persons any person or property in, upon, on or about the Premises or the Property from any cause cause. 17.2.Landlord's Duty. Landlord shall indemnify, defend and hold Tenant harmless from any liability, loss, cost, expense or claim (including reasonable attorneys' fees) of any nature resulting from any injury to person or damage to property arising at any time, except as may be caused by from the .gross negligence or willful misconduct of Lessor or Landlord, its employees, agents contractors, agents, or contractors. Lessee shall indemnify, defend, and hold harmless Lessor from claims, suits, actions, invitees or liabilities for personal injury, death or for loss or damage to property that arise from (1) any activity, work, or thing done, permitted by Lessee in activities conducted on or about the Premises or the Property, (2) for bodily injury or damage to property which arises in or about the Property to the extent the injury or damage to property results from the negligent acts or omissions of Lessee, by anyone other than Tenant, its employees, agents contractors or contractors, agents. When the claim is caused by the joint negligence or willful misconduct of Tenant and (3) based on any breach Landlord or default Tenant and a third party unrelated to Tenant (except Tenant's agents, officers, employees or invitees), Tenant's duty to indemnify and defend shall be proportionate to Tenant's allocable share of joint negligence or willful misconduct. When the claim is caused by Lessee in the performance joint negligence or willful misconduct of any obligation on Lessee's part Tenant and Landlord or Landlord and a third party unrelated to Landlord (except Landlord's agents, officers, employees or invitees), Landlord's duty to indemnify and defend shall be performed under this Lease. (b) Lessor shall indemnify, defend, and hold harmless Lessee from claims, suits, actions, proportionate to Landlord's allocable share of joint negligence or liabilities for personal injury, death or for loss or damage to property that arise from (1) any activity, work, or thing done, permitted or suffered by Lessor in or about the Premises or the Property, (2) for bodily injury or damage to property which arises in or about the Property to the extent the injury or damage to property results from the negligent acts or omissions of Lessor, its employees, agents or contractors, and (3) based on any breach or default by Lessor in the performance of any obligation on Lessor's part to be performed under this Lease. (c) willful misconduct. In the absence of comparative or concurrent negligence on the part of Lessee the party claiming indemnity under this Section 17 or Lessor, their respective agents, affiliates, and subsidiaries, its employees, contractors, agents or their respective officers, directors, members, employees or contractors, invitees, the foregoing indemnities by Lessee and Lessor indemnity shall also include reasonable costs, expenses and attorneys' fees incurred in connection with any 17 indemnified claim or incurred by the indemnitee in successfully establishing the right to indemnity. The indemnitor indemnifying party shall have the right to assume the defense of any claim subject to the foregoing indemnities this indemnity with counsel reasonably satisfactory to the indemnitee. indemnified party. The indemnitee indemnified party agrees to cooperate fully with the indemnitor indemnifying party and its counsel in any matter where the indemnitor indemnifying party elects to defend, provided the indemnitor indemnifying party shall promptly reimburse the indemnitee indemnified party for reasonable costs and expenses incurred in connection with its duty to cooperate. Tenant specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act, Title 51 RCW. Furthermore, the Tenant's indemnification obligations under this Lease shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under Worker Compensation Acts, Disability Benefit Acts or other employee benefit acts. The parties acknowledge that the foregoing indemnities shall survive the expiration or earlier termination provisions of this Lease paragraph have been specifically and are conditioned upon mutually negotiated between the indemnitee providing prompt notice to the indemnitor of any claim or occurrence that is likely to give rise to a claim, suit, action or liability that will fall within the scope of the foregoing indemnities, along with sufficient details that will enable the indemnitor to make a reasonable investigation of the claim. When the claim is caused by the joint negligence or willful misconduct of Lessee and Lessor or by the indemnitor party and a third party unrelated to the indemnitor party (except indemnitor's agents, officers, employees or invitees), the indemnitor's duty to indemnify and defend shall be proportionate to the indemnitor's allocable share of joint negligence or willful misconduct. (d) Lessor parties. 17.3.Limitation on Landlord's Liability. Landlord shall not be liable to Lessee for injury or damage which may be sustained by the person or property of Tenant, its employees, invitees or customers, or any damage other person in or about the Premises, caused by or resulting from fire, steam, electricity, gas, water or rain which may leak or flow from or into any act part of the Premises, or negligence from the breakage, leakage, obstruction or other defects of any pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, whether such damage or injury results from conditions arising upon the Premises or upon other occupant portions of the Building or Property or from other sources. Landlord shall not be liable for any damages arising from any act or omission of any other owner or occupant tenant of adjoining or contiguous property, nor for overflow, breakage, or leakage of water, steam, gas, or electricity from pipes, wires, or otherwise in the Premises Building or the Building, except to the extent caused by the gross negligence or willful misconduct of Lessor or Lessor's employees, agents, or contractors. Except as otherwise herein provided, Lessee will pay for damage to the Premises or the Property caused by the misuse or neglect of the Premises or the Property by Lessee or its employees, agents, or contractors, including, but not limited to, the breakage of glass in the Building. Property. View More
Indemnification. (a) Lessee waives all claims against Lessor and its employees, agents and contractors for damages to property, or to goods, wares, and merchandise stored in, upon, or about the Premises, and for injuries to persons in, upon, or about the Premises or the Property from any cause arising at any time, except as may be caused by the .gross negligence (except to the extent any such claims are covered by the insurance Lessee is required to carry under this Lease or actually carries), gross negligence o...r willful misconduct of Lessor or its employees, agents or contractors. Lessee shall indemnify, defend, and hold harmless Lessor from claims, suits, actions, or liabilities for personal injury, death or for loss or damage liabilities, including attorneys' fees, to property that arise the extent arising from (1) any activity, work, or thing done, done or permitted by Lessee in or about the Premises or the Property, (2) for bodily injury or damage to property which arises in or about the Property to the extent the injury or damage to property results from the negligent acts or omissions of Lessee, its employees, agents or contractors, and (3) based on any breach or event of default by Lessee in the performance of any obligation on Lessee's part to be performed under this Lease. (b) Lessor Lease; provided, however, that Lessee shall have no obligation to indemnify, defend, and defend or hold harmless Lessee Lessor from any such claims, suits, actions, or liabilities for personal injury, death or for loss or damage to property that arise from (1) any activity, work, or thing done, permitted or suffered by Lessor in or about the Premises or the Property, (2) for bodily injury or damage to property which arises in or about the Property to the extent the injury or damage to property results from the negligent acts or omissions of Lessor, its employees, agents or contractors, and (3) based on any breach or default by Lessor in the performance of any obligation on Lessor's part to be performed under this Lease. (c) In the absence of comparative or concurrent negligence on the part of Lessee or Lessor, their respective agents, affiliates, and subsidiaries, or their respective officers, directors, members, employees or contractors, the foregoing indemnities by Lessee and Lessor shall also include reasonable costs, expenses and attorneys' fees incurred in connection with any 17 indemnified claim or incurred by the indemnitee in successfully establishing the right to indemnity. The indemnitor shall have the right to assume the defense of any claim subject to the foregoing indemnities with counsel reasonably satisfactory to the indemnitee. The indemnitee agrees to cooperate fully with the indemnitor and its counsel in any matter where the indemnitor elects to defend, provided the indemnitor shall promptly reimburse the indemnitee for reasonable costs and expenses incurred in connection with its duty to cooperate. The foregoing indemnities shall survive the expiration or earlier termination of this Lease and they are conditioned upon the indemnitee providing prompt notice to the indemnitor of any claim or occurrence that is likely to give rise to a claim, suit, action or liability that will fall within the scope of the foregoing indemnities, along with sufficient details that will enable the indemnitor to make a reasonable investigation of the claim. When the claim is caused by the joint negligence (except to the extent any such claims, suits, actions, or liabilities are covered by the insurance Lessee is required to carry under this Lease or actually carries), gross negligence or willful misconduct or violation of Lessee and applicable law by Lessor or by the indemnitor party and a third party unrelated to the indemnitor party (except indemnitor's any of Lessor's agents, officers, employees or invitees), the indemnitor's duty to indemnify and defend shall be proportionate to the indemnitor's allocable share of joint negligence or willful misconduct. (d) contractors. (b) Lessor shall not be liable to Lessee for any damage caused by because of any act or negligence of any other occupant of the Building or any other owner or occupant of adjoining or contiguous property, nor for overflow, breakage, or leakage of water, steam, gas, or electricity from pipes, wires, or otherwise in the Premises or the Building, except to the extent caused by the gross negligence or willful misconduct of Lessor or Lessor's employees, agents, or contractors. Except as otherwise herein provided, provided herein, Lessee will pay for damage to the Premises or the Property caused by the misuse or neglect of the Premises or the Property by Lessee or its employees, agents, or contractors, including, but not limited to, the breakage of glass in the Building. View More
Indemnification. (a) Lessee waives all claims against Lessor for damages to property, or to goods, wares, and merchandise stored in, upon, or about the Premises, and for injuries to persons in, upon, or about the Premises or the Property from any cause arising at any time, except as may be caused by the .gross negligence or willful misconduct of Lessor or its employees, agents or contractors. Lessee Tenant shall indemnify, defend, and hold harmless Lessor Landlord from claims, suits, actions, or liabilities for ...personal injury, death or for loss or damage to property that arise from (1) any activity, work, or thing done, done or permitted by Lessee Tenant in or about the Premises Premises, the Property or the Property, Park, (2) for bodily injury or damage to property which arises in or about the Property to the extent the injury or damage to property results from the negligent acts or omissions of Lessee, Tenant, its employees, agents or contractors, and or (3) based on any breach or event of default by Lessee Tenant in the performance of any obligation on Lessee's Tenant's part to be performed under this Lease. (b) Lessor Tenant also waives all claims against Landlord and its employees, agents and contractors for damages to property, or to goods, wares, and merchandise stored in, upon, or about the Premises or the Property, and for injuries to persons in, upon, or about the Premises or the Property from any cause arising at any time, except to the extent covered by an express indemnity provision of this Lease or caused by the active negligence or willful misconduct of Landlord or its employees, agents or contractors. (a) Landlord shall indemnify, defend, and hold harmless Lessee Tenant from claims, suits, actions, or liabilities for personal injury, death or for loss or damage to property that arise to the extent arising from (1) any activity, work, or thing done, permitted or suffered done by Lessor Landlord in or about the Premises or the Property, (2) for breach by Landlord in the performance of any obligation on Landlord's part to be performed under this Lease beyond all applicable cure periods without cure, or (3) bodily injury or damage to property which arises in or about the Property to the extent the injury or damage to property results from the active negligent acts or omissions of Lessor, Landlord, its employees, agents or contractors, and (3) based on any breach or default by Lessor in the performance of any obligation on Lessor's part to be performed under this Lease. (c) contractors. 18 (b) In the absence of comparative or concurrent negligence on the part of Lessee Tenant or Lessor, Landlord, their respective agents, affiliates, and subsidiaries, or their respective officers, directors, members, employees or contractors, the foregoing indemnities by Lessee Tenant and Lessor Landlord shall also include reasonable costs, expenses and attorneys' fees incurred in connection with any 17 indemnified claim or incurred by the indemnitee in successfully establishing the right to indemnity. The indemnitor shall have the right to assume the defense of any claim subject to the foregoing indemnities with counsel reasonably satisfactory to the indemnitee. The indemnitee agrees to cooperate fully with the indemnitor and its counsel in any matter where the indemnitor elects to defend, provided the indemnitor shall promptly reimburse the indemnitee for reasonable costs and expenses incurred in connection with its duty to cooperate. The foregoing indemnities shall survive the expiration or earlier termination of this Lease and are conditioned upon the indemnitee providing prompt notice to the indemnitor of any claim or occurrence that is likely to give rise to a claim, suit, action or liability that will fall within the scope of the foregoing indemnities, along with sufficient details that will enable the indemnitor to make a reasonable investigation of the claim. When the claim is caused by the joint negligence or willful misconduct of Lessee Tenant and Lessor Landlord or by the indemnitor party and a third party unrelated to the indemnitor party (except indemnitor's agents, officers, employees or invitees), the indemnitor's duty to indemnify and defend shall be proportionate to the indemnitor's allocable share of joint negligence or willful misconduct. (d) Lessor (c) Landlord shall not be liable to Lessee Tenant for any damage caused by because of any act or negligence of any other occupant of the Building or any other owner or occupant of adjoining or contiguous property, nor for overflow, breakage, or leakage of water, steam, gas, or electricity from pipes, wires, or otherwise in the Premises or the Building, except to the extent caused by the gross negligence or willful misconduct of Lessor Landlord or Lessor's Landlord's employees, agents, or contractors. Except as otherwise herein provided, Lessee provided herein, Tenant will pay for damage to the Premises or the Property caused by the misuse or neglect of the Premises or the Property by Lessee Tenant or its employees, agents, or contractors, including, but not limited to, the breakage of glass in the Building. View More
Indemnification. (a) Lessee waives all claims against Lessor for damages Subject to property, or to goods, wares, Paragraphs 16(c) and merchandise stored in, upon, or about the Premises, and for injuries to persons in, upon, or about the Premises or the Property from any cause arising at any time, except as may be caused by the .gross negligence or willful misconduct of Lessor or its employees, agents or contractors. 16(d), Lessee shall indemnify, defend, and hold Lessor harmless Lessor from all claims, suits, a...ctions, or liabilities for personal injury, death or for loss or damage to property (1) that arise from (1) any activity, work, or thing done, done or permitted by Lessee in or about the Premises or the Property, (2) for bodily injury or damage to property which arises in or about the Property to the extent the injury or damage to property results from the negligent acts or omissions of Lessee, its employees, agents agents, or contractors, and or (3) that are based on any breach or default Event of Default (as defined in Paragraph 23) by Lessee in the performance of any obligation on Lessee's part to be performed under this Lease, except to the extent caused by the gross negligence or willful misconduct of Lessor or its employees, agents, or contractors, or caused by a breach by Lessor of its obligations under this Lease. Lessee also waives all claims against Lessor for damages to property, or to goods, wares, and merchandise stored in, upon, or about the 328 Premises, the 330 Premises, or the Property, and for injuries to persons in, upon, or about the 328 Premises, the 330 Premises, or the Property from any cause arising at any time, unless caused by the gross negligence or willful misconduct of Lessor or its employees, agents or contractors, or by the breach by Lessor of its obligations under this Lease. -19- (b) Subject to Paragraphs 12(c) and 12(d), Lessor shall indemnify, defend, and hold Lessee harmless Lessee from claims, suits, actions, or liabilities all claims for personal injury, death or for loss or damage to property (1) that arise from (1) any activity, work, or thing done, permitted or suffered by Lessor in or about the Premises or the Property, (2) for bodily injury or damage to property which arises in or about the Property to the extent the injury or damage to property results from the negligent acts gross negligence or omissions willful misconduct of Lessor, its employees, agents or contractors, and (3) or (2) that are based on any breach or default by Lessor in the performance of any obligation on Lessor's part to be performed under this Lease. (c) In Lease, except to the absence of comparative extent caused by the negligence or concurrent negligence on the part willful misconduct of Lessee or Lessor, their respective agents, affiliates, and subsidiaries, its employees, agents or their respective officers, directors, members, employees contractors or contractors, the a breach by Lessee of its obligations under this Lease. (c) The foregoing indemnities by Lessee and Lessor shall also include reasonable costs, expenses and attorneys' fees incurred in connection with any 17 indemnified claim or incurred by the indemnitee in successfully establishing the right to indemnity. The indemnitor shall have the right to assume the defense of any claim subject to the foregoing indemnities with counsel reasonably satisfactory to the indemnitee. The indemnitee agrees to cooperate fully with the indemnitor and its counsel in any matter where the indemnitor elects to defend, provided the indemnitor shall promptly reimburse the indemnitee for reasonable costs and expenses incurred in connection with its duty to cooperate. The Performance of the foregoing indemnities shall survive the expiration or earlier termination of this Lease and are conditioned upon the indemnitee providing reasonably prompt notice to the indemnitor of any claim or occurrence that is likely to give rise to a claim, suit, action or liability that will fall within the scope of the foregoing indemnities, along with sufficient details that will enable the indemnitor to make a reasonable investigation of the claim. When the claim is caused by the joint negligence or willful misconduct of Lessee and Lessor or by the indemnitor party and a third party unrelated to the indemnitor party (except indemnitor's agents, officers, employees or invitees), the indemnitor's duty to indemnify and defend shall be proportionate to the indemnitor's allocable share of joint negligence or willful misconduct. (d) Lessor Notwithstanding anything to the contrary contained herein, neither party shall not be liable to Lessee the other, or to any of the employees, agents, contractors, or invitees of the other for any damage caused by because of any act or negligence of any other occupant of the Building or any other owner or occupant of adjoining or contiguous property, nor shall Lessor be liable to Lessee for overflow, breakage, or leakage of water, steam, gas, or electricity from pipes, wires, or otherwise in the Premises 328 Building or the Building, except to the extent caused by the gross negligence or willful misconduct of Lessor or Lessor's employees, agents, or contractors. Except as otherwise herein provided, Lessee will pay for damage to the Premises or the Property caused by the misuse or neglect of the Premises or the Property by Lessee or its employees, agents, or contractors, including, but not limited to, the breakage of glass in the 330 Building. View More
Indemnification. (a) Lessee waives all claims against Lessor for damages (a)Subject to property, or the waiver of subrogation set forth in Paragraph 12(c) and to goods, wares, and merchandise stored in, upon, or about Section 14 of the Premises, and for injuries to persons in, upon, or about the Premises or the Property from any cause arising at any time, except as may be caused by the .gross negligence or willful misconduct of Lessor or its employees, agents or contractors. Work Letter, Lessee shall indemnify, ...defend, and hold harmless Lessor from claims, suits, actions, or liabilities for personal injury, death or for loss or damage to property that arise from (1) any activity, work, work or thing done, done by Lessee in the Premises, the Property or the Park or permitted by Lessee in or about the Premises or on the Property, rooftop equipment pad or on the equipment pads or in the bunkers immediately adjacent to the Premises, to the extent access to 24 such pads and bunkers are controlled by Lessee to the same extent Lessee controls access to the Premises, (2) for bodily injury or damage to property which arises in or about the Property or the Park to the extent the injury or damage to property results from the negligent acts actual or alleged acts, omissions or willful misconduct of Lessee, its employees, agents or contractors, and (3) based on any breach or event of default by Lessee in the performance of any obligation on Lessee's part to be performed under this Lease. (b) Lessee also waives all claims against Lessor and its employees, agents and contractors for damages to property, or to goods, wares, and merchandise stored in, upon, or about the Premises or the Property, and for injuries to persons in, upon, or about the Premises or the Property from any cause arising at any time, except to the extent caused by the active negligence or willful misconduct by Lessor or its employees, agents or contractors. (b)Subject to the waiver of subrogation set forth in Paragraph 12(c), Lessor shall indemnify, defend, and hold harmless Lessee from claims, suits, actions, or liabilities for personal injury, death or for loss or damage to property that arise from (1) any activity, work, or thing done, permitted or suffered by Lessor in or about the Premises or the Property, (2) for bodily injury or damage to property which arises in or about the Property to the extent the injury or damage to property results from the active negligent acts or omissions willful misconduct of Lessor, its employees, agents or contractors, and (3) based on any breach or default by Lessor in the performance contractors. As used herein, "active negligence" of any obligation on Lessor's part party shall mean that party's participation in an affirmative act of negligence, knowledge about or compliance in a negligent act, or failure to be performed under this Lease. (c) In perform (after a reasonable period of time) a precise duty which that party is obligated to perform hereunder. (c)In the absence of comparative or concurrent negligence on the part of Lessee or Lessor, their respective agents, affiliates, and subsidiaries, or their respective officers, directors, members, employees or contractors, the foregoing indemnities by Lessee and Lessor shall also include reasonable costs, expenses and attorneys' fees incurred in connection with any 17 indemnified claim or incurred by the indemnitee in successfully establishing the right to indemnity. The indemnitor shall have the right to assume the defense of any claim subject to the foregoing indemnities with counsel reasonably satisfactory to the indemnitee. The indemnitee agrees to cooperate fully with the indemnitor and its counsel in any matter where the indemnitor elects to defend, provided the indemnitor shall promptly reimburse the indemnitee for reasonable costs and expenses incurred in connection with its duty to cooperate. The foregoing indemnities shall survive the expiration or earlier termination of this Lease and are conditioned upon the indemnitee providing prompt notice to the indemnitor of any claim or occurrence that is likely to give rise to a claim, suit, action or liability that will fall within the scope of the foregoing indemnities, along with sufficient details that will enable the indemnitor to make a reasonable investigation of the claim. When the claim is caused by the joint negligence or willful misconduct of Lessee and Lessor or by the indemnitor party and a third party unrelated to the indemnitor party (except indemnitor's agents, officers, employees or invitees), the indemnitor's duty to indemnify and defend shall be proportionate to the indemnitor's allocable share of joint negligence or willful misconduct. (d) Lessor (d)Lessor shall not be liable to Lessee for any damage caused by any act or negligence of any other occupant of the Building or any other owner or occupant of adjoining or 25 contiguous property, nor for overflow, breakage, or leakage of water, steam, gas, or electricity from pipes, wires, or otherwise in the Premises or the Building, except to the extent caused by the gross negligence or willful misconduct of by Lessor or Lessor's employees, agents, or contractors. Except as otherwise herein provided, provided herein, Lessee will pay for damage to the Premises or the Property caused by the misuse or neglect of the Premises or the Property by Lessee or its employees, agents, contractors, assigns or contractors, including, subtenants, including but not limited to, the breakage of glass in the Building. View More
