in connection
with any such failure or interruption to the extent Landlord receives lost
rental income insurance proceeds with respect hereto.
ARTICLE 9
INDEMNIFICATION
9.1
Indemnity of Landlord.
9.1.1
FROM AND AFTER THE TERM COMMENCEMENT DATE, TENANT HEREBY AGREES TO
INDEMNIFY, DEFEND (WITH ATTORNEYS APPROVED BY LANDLORD), PROTECT, AND HOLD
LANDLORD AND LANDLORD'S AGENTS, EMPLOYEES, DIRECTORS, OFFICERS, MANAGERS,
MEMBERS, PARTNERS AND AFFILIATES (COLLECTIVELY, "LANDLORD'S AGENTS") HARMLESS
FROM, ANY AND ALL CLAIMS ARISING AFTER THE TERM COMMENCEMENT DATE TO THE EXTENT
CAUSED BY, ARISING OUT OF, OR RELATED TO, (A) THE CONDITION OF THE PREMISES OR
THE USE OR OCCUPANCY OF THE PREMISES BY TENANT AND/OR TENANT'S AGENTS, OR ANY
OTHER PERSON OR ENTITY, INCLUDING WITHOUT LIMITATION, ANY LIABILITY FOR INJURY
TO THE PERSON OR PROPERTY OF TENANT OR TENANT'S AGENTS, (B) A BREACH OR DEFAULT
BY TENANT IN THE PERFORMANCE OF ANY OF ITS OBLIGATIONS UNDER THIS LEASE; BUT IN
EACH CASE EXCEPTING ANY SUCH CLAIMS (I) TO THE EXTENT RESULTING FROM THE WILLFUL
BREACH OF THE LEASE BY LANDLORD OR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
LANDLORD OR LANDLORD'S AGENTS OR (II) ARISING SOLELY OUT OF THE CONDITION OF THE
PREMISES THAT TENANT DEMONSTRATES EXISTED PRIOR TO THE TERM COMMENCEMENT DATE,
EXCEPT TO THE EXTENT THAT SUCH CONDITION WAS CAUSED BY TENANT OR TENANT'S
AGENTS.
TENANT'S OBLIGATIONS UNDER THIS SECTION 9.1.2 SHALL SURVIVE THE
EXPIRATION OR EARLIER TERMINATION OF THIS LEASE WITH RESPECT TO ANY SUCH CLAIMS
OR LIABILITY ARISING IN CONNECTION WITH ANY EVENT, CONDITION OR CIRCUMSTANCE
OCCURRING, ARISING OR EXISTING PRIOR TO SUCH EXPIRATION OR EARLIER TERMINATION.
9.2
Waiver of Claims.
9.2.1
TENANT, AS A MATERIAL PART OF THE CONSIDERATION RENDERED TO
LANDLORD IN ENTERING INTO THIS LEASE, HEREBY WAIVES ALL EXISTING AND FUTURE
CLAIMS AGAINST LANDLORD AND LANDLORD'S AGENTS, WHETHER KNOWN OR UNKNOWN, FOR
DAMAGES TO GOODS, WARES, MACHINERY, TRADE FIXTURES, PERSONAL PROPERTY,
SCIENTIFIC RESEARCH, RECORDS OR OTHER PROPERTY OF TENANT, TENANT'S AGENTS OR ANY
OTHER PERSON, IN EACH CASE LOCATED IN OR ABOUT THE PREMISES, WHETHER SUCH DAMAGE
OR INJURY IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF LANDLORD OR LANDLORD'S
AGENTS, FIRE, STEAM, ELECTRICITY, GAS, WATER OR RAIN, OR FROM THE BREAKAGE,
LEAKAGE, OBSTRUCTION OR OTHER DEFECTS OF PIPES, FIRE SPRINKLERS, WIRES,
APPLIANCES, PLUMBING, HVAC OR LIGHTING FIXTURES, OR FROM ANY OTHER CAUSE,
WHETHER THE SAID INJURY OR DAMAGE RESULTS FROM CONDITIONS ARISING UPON THE
PREMISES OR ANY PORTION THEREOF, OR FROM OTHER SOURCES OR PLACES, INCLUDING ANY
CLAIMS RESULTING FROM THE ACTUAL OR PASSIVE NEGLIGENCE OF LANDLORD OR LANDLORD'S
AGENTS, BUT EXCEPTING ANY CLAIMS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF LANDLORD OR LANDLORD'S AGENTS OR BREACH OF THIS LEASE BY
LANDLORD.
NOTWITHSTANDING THE NEGLIGENCE OF LANDLORD OR LANDLORD'S AGENTS, OR
BREACH OF THIS LEASE BY LANDLORD, LANDLORD SHALL UNDER NO CIRCUMSTANCES BE
LIABLE FOR LOSS OF PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
ARISING THEREFROM.
18
THE UNDERSIGNED ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY LEGAL COUNSEL AND IS
FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE