DONE IN, ON OR ABOUT THE PREMISES OR ANY PART THEREOF;
(II)
ANY USE, NON-USE, POSSESSION, OCCUPATION, ALTERATION, REPAIR,
CONDITION, OPERATION, MAINTENANCE OR MANAGEMENT OF THE PREMISES OR ANY PART
THEREOF OR ADJACENT THERETO;
(III)
NEGLIGENCE ON THE PART OF TENANT OR ANY SUBTENANT OR ANY OF ITS
OR THEIR RESPECTIVE AGENTS, CONTRACTORS, SERVANTS, EMPLOYEES, LICENSEES OR
INVITEES;
(IV)
ANY ACCIDENT, INJURY (INCLUDING DEATH) OR DAMAGE TO ANY PERSON OR
PROPERTY OCCURRING IN, ON OR ABOUT THE PREMISES OR ANY PART THEREOF OR ADJACENT
THERETO;
(V)
ANY FAILURE ON THE PART OF TENANT TO PAY ANNUAL RENT OR TO PERFORM
OR COMPLY WITH ANY OF THE COVENANTS, AGREEMENTS, TERMS OR CONDITIONS CONTAINED
IN THIS LEASE ON ITS PART TO BE PERFORMED OR COMPLIED WITH AND THE EXERCISE BY
LANDLORD OF ANY REMEDY PROVIDED IN THIS LEASE WITH RESPECT THERETO; AND
(VI)
ANY LIEN OR CLAIM WHICH MAY BE ALLEGED TO HAVE ARISEN AGAINST OR
ON THE PREMISES OR ANY PART THEREOF OR ANY OF THE ASSETS OF, OR FUNDS
APPROPRIATED TO, LANDLORD, OR ANY LIABILITY WHICH MAY BE ASSERTED AGAINST
LANDLORD WITH RESPECT THERETO.
(D)
SUCH INDEMNIFICATION SET FORTH ABOVE SHALL BE BINDING UPON TENANT
FOR ANY AND ALL CLAIMS, DEMANDS, EXPENSES, LIABILITIES AND TAXES SET FORTH
HEREIN.
THE LANDLORD SHALL NOT BE LIABLE FOR ANY DAMAGES OR INJURY TO THE
PERSON OR PROPERTY OF TENANT OR ITS TRUSTEES, OFFICERS, EMPLOYEES, AGENTS OR
SERVANTS OR PERSONS UNDER THE CONTROL OR SUPERVISION OF TENANT OR ANY OTHER
PERSON WHO MAY BE ABOUT THE PREMISES, DUE TO ANY ACT OR NEGLIGENCE OF ANY
PERSON, OTHER THAN WITH RESPECT TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
THE LANDLORD.
IF ANY CLAIM, ACTION OR PROCEEDING RELATING TO THE PREMISES IS
MADE OR BROUGHT AGAINST LANDLORD, THEN, UPON DEMAND BY LANDLORD, TENANT, AT ITS
SOLE COST AND EXPENSE, SHALL RESIST OR DEFEND SUCH CLAIM, ACTION OR PROCEEDING
IN LANDLORD'S OR TENANT'S NAME, IF NECESSARY, BY THE ATTORNEYS FOR TENANT'S
INSURANCE CARRIER (IF SUCH CLAIM, ACTION OR PROCEEDING IS COVERED BY INSURANCE),
OTHERWISE BY SUCH ATTORNEYS SELECTED BY TENANT AS LANDLORD SHALL REASONABLY
APPROVE, WHICH APPROVAL SHALL NOT BE
15
UNREASONABLY WITHHELD OR DELAYED.
NOTWITHSTANDING THE FOREGOING, IF LANDLORD
REASONABLY DETERMINES THAT IT IS APPROPRIATE TO ENGAGE ITS OWN ATTORNEYS THEN
LANDLORD, AFTER CONSULTATION WITH TENANT, MAY ENGAGE ITS OWN ATTORNEYS TO DEFEND
IT OR TO ASSIST IN ITS DEFENSE AND TENANT SHALL PAY THE REASONABLE FEES AND
DISBURSEMENTS OF SUCH ATTORNEYS BUT LANDLORD MAY NOT ENTER INTO ANY SETTLEMENT
OF THE CLAIM, ACTION OR PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF TENANT
WHICH MAY BE GIVEN OR WITHHELD AT TENANT'S SOLE AND ABSOLUTE DISCRETION.
Section 14.04
Tenant Indemnity; Insurance.
The obligations of Tenant
under this Article 14 shall not be affected in any way by the absence of
insurance or by the failure or refusal of any insurance carrier to perform any
obligation on its part under insurance policies affecting the Premises.
Section 14.05
Survival.
The terms and conditions of this Article 14