THIS LEASE, AND TENANT SHALL INDEMNIFY THE PUBLIC PARTIES FROM AND AGAINST
ANY AND ALL CLAIMS RELATED THERETO.
SECTION 33.2
BROKERS.
(A)
LANDLORD'S AND TENANT'S REPRESENTATIONS.
EACH OF LANDLORD AND TENANT
REPRESENTS AND WARRANTS TO THE OTHER THAT IT HAS NOT DEALT WITH ANY BROKER,
FINDER OR OTHER PARTY ENTITLED TO A BROKER'S OR FINDER'S FEE, OR OTHER
COMMISSIONS OR COMPENSATION ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION
OF THIS LEASE.
(B)
TENANT'S OBLIGATIONS.
TENANT SHALL BE LIABLE FOR, AND SHALL INDEMNIFY
EACH OF THE PUBLIC PARTIES AGAINST ALL BROKERAGE COMMISSIONS OR OTHER
COMPENSATION DUE TO ANY BROKER, FINDER OR OTHER PARTY IF SUCH BROKER, FINDER OR
OTHER PARTY ALLEGES THAT IT (I) HAS ACTED FOR, OR AT THE DIRECTION OF, TENANT,
WHETHER OR NOT SUCH BROKER, FINDER OR OTHER PARTY ALSO ALLEGES THAT IT HAS DEALT
WITH THE PUBLIC PARTIES, OR (II) HAS DEALT EXCLUSIVELY WITH TENANT, ARISING OUT
OF THE EXECUTION OF THIS LEASE OR ANY TRANSACTIONS RELATING THERETO.
(C)
[INTENTIONALLY OMITTED]
(D)
GENERAL.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
ARTICLE XVIII HEREOF, ANY PARTY SEEKING INDEMNIFICATION UNDER THIS SECTION 33.2
SHALL PROVIDE THE INDEMNIFYING PARTY WITH PROMPT SERVICE OF SUCH CLAIM WITHIN A
REASONABLE TIME AFTER THE PARTY SEEKING INDEMNIFICATION FIRST BECOMES AWARE OF
THE EXISTENCE THEREOF.
IF (I) THE INDEMNIFYING PARTY IS TENANT, ANY SUCH CLAIM
MAY BE DEFENDED BY COUNSEL REASONABLY ACCEPTABLE TO THE PUBLIC PARTIES (OR, IF
INSURED, BY COUNSEL DESIGNATED BY TENANT'S INSURER, AS APPLICABLE), OR (I) THE
INDEMNIFYING PARTIES ARE THE PUBLIC PARTIES, BY COUNSEL TO THE PUBLIC PARTIES.
NO SETTLEMENT OF ANY SUCH CLAIM SHALL BE ENTERED INTO UNLESS (A) THE INDEMNIFIED
PARTY WOULD HAVE NO LIABILITY AS A CONSEQUENCE OF SUCH SETTLEMENT OR (B) THE
INDEMNIFYING PARTY CONSENTS TO SUCH SETTLEMENT.
(E)
SURVIVAL.
THIS SECTION 33.2 SHALL SURVIVE THE EXPIRATION OR EARLIER
TERMINATION OF THIS LEASE.
SECTION 33.3
[INTENTIONALLY OMITTED]
SECTION 33.4
RELATIONSHIP OF LANDLORD AND TENANT.
NO PROVISION OF THIS
LEASE IS NOT TO BE CONSTRUED TO CREATE A PARTNERSHIP OR JOINT VENTURE BETWEEN
THE PARTIES, IT BEING THE INTENTION OF THE PARTIES HERETO ONLY TO CREATE A
LANDLORD AND TENANT RELATIONSHIP.
160
SECTION 33.5
PERSON ACTING ON BEHALF OF A PARTY HEREUNDER.
EITHER PARTY
HEREUNDER MAY REQUIRE THE OTHER PARTY HEREUNDER TO PROVIDE EVIDENCE REASONABLY
SATISFACTORY TO SUCH PARTY OF THE AUTHORITY OF ANY PERSON ACTING ON BEHALF OF
THE OTHER PARTY.
SECTION 33.6
THIRD PARTY BENEFICIARY.
NOTHING CONTAINED HEREIN IS
INTENDED TO BE FOR, OR TO INURE TO, THE BENEFIT OF ANY PERSON OTHER THAN
LANDLORD, TENANT AND RECOGNIZED MORTGAGEES AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS LEASE.
NO PERSON OTHER
THAN LANDLORD OR THE CITY IS ENTITLED, AS A CONSEQUENCE OF ANY TERM, CONDITION,
COVENANT OR AGREEMENT CONTAINED IN THIS LEASE OR OF TENANT'S FAILURE TO OBSERVE
OR PERFORM THE SAME, TO SEEK, CLAIM OR RECOVER DAMAGES OR ANY OTHER LEGAL OR
EQUITABLE REMEDY AGAINST TENANT.
SECTION 33.7
PROPRIETARY CAPACITY ONLY.
LANDLORD (INCLUDING ANY
SUCCESSOR LANDLORD),