Landlord indemnification is a contractual provision where the tenant agrees to hold the landlord harmless from any liabilities, losses, or damages arising from the tenant's actions or negligence on the property. This clause is designed to protect the landlord from legal and financial repercussions, shifting the responsibility to the tenant for any claims related to their occupancy.
19. Landlord Indemnification. LANDLORD SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS TENANT GROUP FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES OR PENALTIES BROUGHT ON BEHALF OF LANDLORD GROUP OR THEIR INVITEES ALLEGING DAMAGE, LOSS, OR LOSS OF USE OF ANY PROPERTY, OR BODILY INJURY, PERSONAL INJURY, ILLNESS, OR DEATH OF ANY MEMBER OF LANDLORD GROUP OR THEIR INVITEES AND WHICH ARISE OUT OF, RELATE TO, OR ARE CONNECTED WITH THIS AGREEMENT OR THE PERFORMANCE THEREOF.
12.02 Landlord indemnification. Landlord agrees to indemnify, defend (at Tenant's option), and save Tenant harmless of and from any and all losses, damages, liabilities, costs and expenses including, but not limited to, reasonable attorneys' fees, and all other sums and causes of action which Tenant may pay or become obligated to pay on account of any claim or assertion of liability arising or alleged to have arisen out of any act or omission of Landlord, its agents, contractors, tenants (other than Tenant), invitees, licensees, assignees or employees, occurring in, on or about the Premises or Landlord's property or relative to Landlord's breach of this Lease.
11.2 Landlord Indemnification. To the extent permitted by applicable law, Landlord agrees to indemnify, defend and hold harmless the Tenant Protected Persons from and against any and all Damages asserted against or incurred by such indemnitees by reason of or resulting from any and all of the following: (a) Any bodily injury or death to persons or damage to property arising out of or resulting from the negligent acts or omissions or willful misconduct of Landlord or any of Landlord’s agents, contractors or employees while on the Land; or (b) Any Landlord Hazardous Materials and/or any violation of any Environmental Laws at or related to the Land or Landlord’s Adjacent Land caused by Landlord or any of Landlord’s agents, contractors, or employees, provided that Landlord shall not be required to indemnify, defend or hold harmless Tenant Protected Persons from and against Damages occurring by reason of Tenant Hazardous Materials.
46. LANDLORD INDEMNIFICATION. Landlord hereby indemnifies, and shall pay, protect and hold Tenant harmless from and against all liabilities, losses, claims, demands, costs, expenses (including attorneys’ fees and expenses) and judgments of any nature, (except to the extent Tenant is compensated by insurance maintained by Tenant or Landlord under this Lease and except for such of the foregoing as arising from the negligence or willful misconduct of Tenant, its agents, servants or employees), arising, or alleged to arise, from or in connection with (i) any violation of any Legal Requirement or requirements of any insurance company insuring the Leased Premises, (ii) performance of any labor or services by Landlord or the furnishing of any materials or other property in respect of the Building by Landlord, (iii) any breach or default in the performance of any obligation on Landlord’s part to be performed under the terms of this Lease, and (iv) any act or omission of Landlord, or any officer, agent or employee. Landlord shall, at its sole cost and expense, defend any action, suit or proceeding brought against Tenant by reason of any such occurrence with independent counsel selected by Landlord and reasonably acceptable to Tenant. The obligations of Landlord under this Section 46 will survive the expiration or earlier termination of this Lease.
Section 6.8 - Landlord Indemnification. Except to the extent due to the negligence or willful misconduct of Tenant, its members, managers, agents and employees, Landlord shall defend, indemnify and save harmless Tenant and its members, managers, agents and employees against and from all liabilities, suits, actions, damages, liability and expense, penalties, claims and costs (including reasonable attorneys’ fees) which may be imposed upon or incurred by or asserted against Tenant or its members, managers, agents or employees to the extent arising from Landlord’s negligence or willful misconduct. In the event that any action or proceeding is brought against Tenant by a third party by reason of any such claim, Landlord, upon written notice from Tenant, shall, at Landlord’s expense, resist and defend such action or proceeding. Landlord’s indemnity, as set forth in this Section 6.8, shall survive the expiration or other termination of this Lease.
9.3 Landlord Indemnification. Except as otherwise specifically set forth in this Lease, Landlord shall indemnify, defend and hold harmless Tenant and any partner in Tenant, and their respective employees and agents (collectively, the “Tenant Indemnified Parties”) at all times from and against any and all claims, actions, losses, injuries, damages, costs and expenses incurred by or asserted against any of the Tenant Indemnified Parties to the extent caused in whole or in part by or resulting or arising from (a) the negligence or willful misconduct of Landlord, any partner in Landlord, and the respective employees and agents of any of the foregoing in connection with Landlord’s activities on or about the Property, and (b) any failure by Landlord to perform or observe any of the covenants, agreements, terms or conditions contained in this Lease on its part to be performed or observed. If any action or proceeding is brought against any of the Tenant Indemnified Parties, or if any claim is made against any of the Tenant Indemnified Parties alleging any of the matters referred to in this subsection, Landlord agrees at its sole cost and expense to pay, discharge and defend the Tenant Indemnified Parties against any and all such claims, actions and proceedings by counsel of Landlord's choosing, subject to Tenant's consent, not to be unreasonably withheld, and to reimburse the Tenant Indemnified Parties upon a finding by a court of competent jurisdiction for any loss, cost or expense in connection therewith, including reasonable attorneys' fees and costs, costs of court, reasonable expert witness fees and costs, other fees and costs incurred in the defense of any such claim for which indemnity is given by Landlord.
Section 6.6 Landlord Indemnification. Landlord covenants with Tenant and agrees to save Tenant harmless and to exonerate and indemnify Tenant from and against any and all claims, liabilities or penalties asserted by or on behalf of any person, firm, corporation or public authority on account of injury, death, damage or loss to person or property arising out of the use or maintenance or repair of the Property by Landlord or by any person claiming by, through or under Landlord (including, without limitation, all patrons, employees and agents of Landlord), or arising out of any delivery to or service supplied to the Demised Premises, or on account of or based upon anything whatsoever done on the Demised Premises, except if the same was caused by negligence, fault or misconduct of Tenant, its agents, customers, servants or employees. In respect of all of the foregoing, Landlord shall indemnify Tenant from and against all costs, expenses (including reasonable attorneys’ fees), and liabilities incurred in or in connection with any such claim, action or proceeding brought thereon; and, in case of any action or proceeding brought against Tenant and at Landlord’s expense, shall resist or defend such action or proceeding and employ counsel therefore reasonably satisfactory to Tenant.
17.3 Landlord Indemnification and Limitation of Landlord’s Liability. Landlord hereby indemnifies, defends and holds Tenant harmless from and against any and all Losses actually suffered or incurred by Tenant as the sole and direct result of any willful or intentional acts or omissions of any Landlord Indemnified Party. Notwithstanding anything to the contrary set forth in this Lease, however, in all events and under all circumstances, the liability of Landlord to Tenant, whether under this Section 17.3 or any other provision of this Lease, shall be limited to the interest of Landlord in the Premises, and Tenant agrees to look solely to Landlord’s interest in the Premises for the recovery of any judgment or award against Landlord, it being intended that Landlord shall not be personally liable for any judgment or deficiency. The provisions of this Section 17.3 shall survive the expiration or termination of this Lease.
9.7Landlord Indemnification. Except to the extent caused by the gross negligence, willful misconduct, or bad faith of Tenant or any of its employees, agents, officers, partners, directors, successors or assigns, Landlord shall indemnify and hold harmless Tenant and Tenant’s shareholders, directors, officers, partners, employees and agents (“Tenant Indemnified Parties”) from and against all claims against Tenant Indemnified Parties arising from: (A) the willful misconduct, gross negligence or bad faith of Landlord, its employees, agents, officers, partners, directors, successors or assigns; and (B) a default by Landlord under this Lease beyond the applicable cure period(s) therefor; provided, however, that Landlord shall not be liable for and shall not indemnify and protect Tenant Indemnified Parties with respect to any losses associated with Tenant’s lost business opportunities, lost profits, business losses or any consequential, punitive or exemplary damages. The foregoing indemnity by Landlord shall only apply to liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including reasonable attorneys’ fees, to the extent the same are not covered by the insurance Tenant is required to carry hereunder (and, if Tenant fails in any respect to secure and maintain the insurance required hereunder, only to the extent the same would not have been covered if Tenant had secured and maintained the insurance required hereunder).
13.2 Landlord Indemnification. (a) Landlord shall indemnify, protect, defend and hold harmless Tenant and its agents, officers, shareholders, Affiliates, directors and employees and its and their successors and assigns (collectively, “Tenant Indemnitees”) against and from any and all Losses to the extent arising or resulting directly or indirectly from or in connection with any of the following occurring from and after the Effective Date, in each case to the extent not constituting Assumed Liabilities (as such term is defined in the Purchase Agreement): (i) any Release of Hazardous Substances at, on, under or from the Leased Premises, Access Areas or Mineral Estate to the extent caused or contributed to by the Landlord, its employees, agents, contractors, subcontractors, invitees or visitors or any other persons or entities claiming under the Landlord, and any Release of Hazardous Substances at, on, under or from the Adjacent Premises, except to the extent caused or contributed to by Tenant or any Tenant Indemnitee; (ii) any actual or alleged violation of any Environmental Law or contractual obligation relating to any Environmental Law caused or contributed 31 to by Landlord, its employees, agents, contractors, subcontractors, invitees or visitors or any other persons or entities claiming under the Landlord; (iii) the occupancy, use, improvement, alteration or maintenance of the Adjacent Premises, the Mineral Estate and the Access Areas by Landlord, its officers, employees, representatives, agents, contractors, subcontractors, or any other persons claiming under the Landlord; (iv) any activity, work or thing done, permitted or suffered by the Landlord on or about the Adjacent Premises, the Mineral Estate and the Access Areas in connection with Landlord’s Operations or Landlord’s use thereof or activities thereon; and (v) any negligence or willful misconduct of the Landlord, its officers, employees, representatives, agents, contractors, subcontractors, invitees or visitors, or any other person claiming under the Landlord, on or about the Leased Premises, the Adjacent Premises, the Mineral Estate and the Access Areas, including, without limitation, any and all liabilities and damages related to or connected with personal injury (including death of any person) or property damage; provided, that Landlord shall not be responsible for any Losses arising from the gross negligence or willful misconduct of any Tenant Indemnitee. (b) In case any action or proceeding within the scope of Landlord’s foregoing indemnification is threatened or commenced against a Tenant Indemnitee, Landlord, upon notice from such Tenant Indemnitee, shall defend such threatened or commenced action or proceeding at Landlord’s expense by counsel of Landlord’s choice, reasonably acceptable to the Tenant Indemnitee, and the Tenant Indemnitee shall cooperate with Landlord in such defense. If Landlord is providing defense as required hereunder and any Tenant Indemnitee agrees to settle any matter for which Landlord is providing defense under its indemnity without approval of Landlord, then, provided Landlord’s approval is not unreasonably withheld, conditioned or delayed, Landlord shall not be liable for such settlement as part of any Losses claimed by such Tenant Indemnitee hereunder. The obligations of Landlord under this Section 13.2 shall survive the expiration or earlier termination of this Lease. (c) Landlord’s indemnity obligations in this Section 13.2 are (i) in addition and without limitation of Alcoa Corp.’s indemnity obligations in Article IX of the Purchase Agreement, and (ii) in all respects subject to the limitations of Landlord’s liability in Section 33.9 of this Lease.
17.3 Landlord Indemnification and Limitation of Landlord’s Liability. Landlord hereby indemnifies, defends and holds Tenant harmless from and against any and all Losses actually suffered or incurred by Tenant as the sole and direct result of any negligent, willful or intentional acts or omissions of any Landlord Indemnified Party. Notwithstanding anything to the contrary set forth in this Lease, however, in all events and under all circumstances, the liability of Landlord to Tenant, whether under this Section 17.3 or any other provision of this Lease, shall be limited to the interest of Landlord in the Property,and Tenant agrees to look solely to Landlord’s interest in the Property for the recovery of any judgment or award against Landlord, it being intended that Landlord shall not be personally liable for any judgment or deficiency. The provisions of this Section 17.3 shall survive the expiration or termination of this Lease.
Section 10.02. Landlord Indemnification of Tenant. Landlord shall indemnify, protect, defend and hold harmless each of the Tenant Indemnified Parties from and against any and all Losses (excluding Losses arising out of the gross negligence or willful misconduct of any of the Tenant Indemnified Parties and excluding any matter covered by Tenant’s indemnification set forth in Section 10.01 above) caused directly by, or incurred or resulting directly from, (a) the gross negligence or willful misconduct of any Landlord Entity, or (b) the breach by Landlord of its obligations under this Lease.
8.6 Landlord Indemnification. Landlord shall indemnify, defend by counsel reasonably acceptable to Tenant, protect and hold Tenant and its directors, shareholders, investment managers, partners, members, managers, affiliates, employees, trustees, principals, and officers (collectively, “Tenant Indemnitees”) harmless from and against any and all Losses incurred by Tenant Indemnitees to the extent caused by (a) the negligence or willful misconduct of Landlord or any Landlord Party and not covered by the insurance required to be carried by Tenant hereunder or (b) the gross negligence or willful misconduct of Landlord or any of Landlord’s employees, agents, or contractors.
8.6 Landlord Indemnification. Landlord shall indemnify, defend by counsel reasonably acceptable to Tenant, protect and hold Tenant and its directors, shareholders, investment managers, partners, members, managers, affiliates, employees, trustees, principals, and officers (collectively, “Tenant Indemnitees”) harmless from and against any and all Losses incurred by Tenant Indemnitees to the extent caused by (a) the negligence or willful misconduct of Landlord or any Landlord Party and not covered by the insurance required to be carried by Tenant hereunder or (b) the gross negligence or willful misconduct of Landlord or any of Landlord’s employees, agents, or contractors.
(f) Landlord Indemnification. Landlord shall indemnify and save harmless Tenant, its directors, officers, employees and agents (except for loss or damage resulting from the negligence of Tenant, its agents or employees or the breach of this Lease by Tenant) from and against any and all claims, actions, damages, liability and expenses, including reasonable attorneys’ fees, in connection with loss of life, bodily injury and/or damage to property arising from or out of any occurrence in or upon the Premises or any part thereof, occasioned wholly or in part by any act or omission of Landlord, its agents, contractors, or employees thereon. If Landlord and Tenant are both partially responsible for any loss or damage described in this subparagraph (f) and in subparagraph (e) above, each party shall bear an amount of the loss or damage therefrom which is proportionate to such party’s fault and responsibility in connection therewith.
17.3 Landlord Indemnification and Limitation of Landlord’s Liability. Landlord hereby indemnifies, defends and holds Tenant harmless from and against any and all Losses actually suffered or incurred by Tenant as the sole and direct result of Landlord’s gross negligence, sole negligence or willful misconduct. Notwithstanding anything to the contrary set forth in this Lease, however, in all events and under all circumstances, the liability of Landlord to Tenant, whether under this Section 18.3 or any other provision of this Lease, shall be limited to the interest of Landlord in the Property, and Tenant agrees to look solely to Landlord’s interest in the Property for the recovery of any judgment or award against Landlord, it being intended that Landlord shall not be personally liable for any judgment or deficiency. The provisions of this Section 18.3 shall survive the expiration or termination of this Lease.
(a)Landlord Indemnification. Subject to the waivers provided in Section 12 and except to the extent caused by the negligence or willful misconduct of any Tenant Party, Landlord shall indemnify, defend and hold harmless the Tenant Parties from and against any and all third-party claims, liabilities, losses, costs, and expenses for any injury or damage to any person or property, including any reasonable attorney’s fees (but excluding any consequential damages or loss of business), occurring in, on, or about the Project to the extent such injury or damage is caused by the gross negligence or willful misconduct of any Landlord Party (defined below), property manager, or its property manager’s employees; provided, however, that the foregoing indemnity shall not include claims or liability to the extent waived by Tenant pursuant to Section 11(b). Further, (i) in the event of a discrepancy between the terms of this Section and the terms of Section 36 concerning Hazardous Substances liability, the latter shall control; and (ii) nothing in this Section 11(a) is intended to nor shall it be deemed to override the provisions of Section 12.
14.2 Landlord Indemnification. From and after the date of execution hereof by Landlord, except to the extent of the negligence or willful misconduct of Tenant or any Tenant indemnified Parties, Landlord shall indemnify, defend and will hold Tenant and its successors and assigns, constituent partners, members, trustees, beneficiaries, co-managing directors, agents and employees (collectively, the “Tenant Indemnified Parties”) harmless from and against any and all Claims to the extent arising from or in connection with (i) the negligence or willful misconduct of Landlord, its agents, contractors, employees, invitees or licensees and/or (ii) Landlord’s breach of this Lease. The foregoing shall include, but not be limited to, the defense or pursuit of any Claim or any action or proceeding involved therein, and whether or not (in the case of Claims made against Tenant) litigated and/or reduced to judgment. In case any action or proceeding is brought against the Tenant Indemnified Parties or any of them by reason of any such Claim, Landlord upon notice from Tenant, shall defend the same at Landlord’s expense by competent counsel approved in writing by Tenant, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the foregoing indemnification obligations of Landlord shall not include any Claims based on risks required to be insured by Tenant pursuant to Section 15, below, and Tenant’s insurance with regard to such Claims shall remain primary and non-contributory.
(ii) Landlord Indemnification. Unless such loss, costs, or damages were caused by the negligence or willful misconduct of Tenant, its employees, agents, or contractors, and subject to the waiver of subrogation in Section 17(c) below, Landlord shall indemnify, hold harmless and defend Tenant from and against any and all costs, expenses (including reasonable counsel fees), liabilities, losses, damages, suits, actions, fines, penalties, claims or demands of any kind and asserted by or on behalf of any person stemming from the negligent acts or omissions of Landlord.
Section 14.02 Landlord Indemnification: Except to the extent caused by the negligence or willful misconduct of Tenant or any Tenant Related Parties (defined below), Landlord shall indemnify, defend and hold Tenant, its trustees, members, principals, beneficiaries, partners, officers, directors, employees, attorneys, and agents (“Tenant Related Parties”) harmless against and from all third party personal injury and third party personal property liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including, without limitation, reasonable attorneys' fees and other professional fees (if and to the extent permitted by Law), which may be imposed upon, incurred by or asserted against Tenant or any of the Tenant Related Parties and arising out of or in connection with the acts or omissions (including violations of Law) of Landlord, the Landlord Related Parties or any of Landlord's contractors. Nothing contained in this Section shall be deemed to require Landlord to indemnify Tenant to the extent such indemnity is prohibited by law or to the extent the liability, injury, loss, cost, damage or expense arises out of the gross negligence or intentional misconduct of Tenant.
(c) Landlord Indemnification. Subject to the waiver of subrogation contained in Section 18 of this Lease, Landlord hereby agrees to indemnify, defend, and hold harmless Tenant against and from all Claims arising from, or which seek to impose, liability under or because of: (i) any default in the performance of any obligation to be performed by Landlord under this Lease, and/or (ii) any negligence, recklessness, or willful misconduct of Landlord or any of Landlord’s employees, agents, or contractors. If any action or proceeding is brought against Tenant by reason of any such Claims, Landlord, upon reasonable prior notice from Tenant, shall defend Tenant from such action or proceeding at Landlord’s sole cost by legal counsel reasonably satisfactory to Tenant.
Landlord indemnification is a contractual provision where the tenant agrees to protect the landlord from various types of financial loss or legal liability. This typically includes covering costs related to property damage, personal injury claims, or breaches of the lease agreement by the tenant. Essentially, it transfers certain risks from the landlord to the tenant.
Landlord indemnification should be used in lease agreements or rental contracts to minimize the financial and legal risks for the landlord. It is particularly essential in the following scenarios:
When drafting a landlord indemnification clause, clarity and comprehensiveness are crucial. Here is a basic structure and example:
Indemnification Clause: Tenant agrees to indemnify, defend, and hold harmless the Landlord, its employees, agents, and contractors, from and against any and all claims, liabilities, damages, losses, and expenses, including attorney’s fees, arising out of or in any way connected with: (i) Tenant’s use and occupancy of the Premises; (ii) any activity, work, or thing done, permitted, or suffered by Tenant in or about the Premises; (iii) any breach or default in the performance of any obligation on Tenant’s part to be performed under this Lease Agreement; (iv) any negligence or willful misconduct of Tenant or any of Tenant’s agents, contractors, employees, invitees, or customers.
Ensure the clause is written in clear, unambiguous language and covers all necessary areas of potential liability.
Landlord indemnification clauses are commonly found in:
Including a landlord indemnification clause in these contracts ensures that the landlord is protected against a variety of risks associated with the rental or lease of the property.
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