LIABILITY FOR AND
AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS EACH
36
INDEMNIFIED PERSON ON AN AFTER TAX BASIS FROM AND AGAINST ANY CLAIM THAT MAY BE
IMPOSED ON, INCURRED BY OR ASSERTED AGAINST AN INDEMNIFIED PERSON BY ANY THIRD
PARTY, INCLUDING WITHOUT LIMITATION CLAIMS ARISING FROM THE NEGLIGENCE OF AN
INDEMNIFIED PERSON (BUT NOT TO THE EXTENT SUCH CLAIMS ARISE FROM THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PERSON ITSELF) IN ANY WAY
RELATING TO OR ARISING OR ALLEGED TO ARISE OUT OF THE EXECUTION, DELIVERY,
PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT, THE LEASE OR ANY OTHER OPERATIVE
AGREEMENT OR ON OR WITH RESPECT TO ANY PROPERTY OR ANY COMPONENT THEREOF,
INCLUDING WITHOUT LIMITATION CLAIMS IN ANY WAY RELATING TO OR ARISING OR ALLEGED
TO ARISE OUT OF (A) THE FINANCING, REFINANCING, PURCHASE, ACCEPTANCE, REJECTION,
OWNERSHIP, DESIGN, CONSTRUCTION, REFURBISHMENT, DEVELOPMENT, DELIVERY,
ACCEPTANCE, NONDELIVERY, LEASING, SUBLEASING, POSSESSION, USE, OCCUPANCY,
OPERATION, MAINTENANCE REPAIR, MODIFICATION, TRANSPORTATION, CONDITION, SALE,
RETURN, REPOSSESSION (WHETHER BY SUMMARY PROCEEDINGS OR OTHERWISE), OR ANY OTHER
DISPOSITION OF ANY PROPERTY OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION
THE ACQUISITION, HOLDING OR DISPOSITION OF ANY INTEREST IN THE PROPERTY, LEASE
OR AGREEMENT COMPRISING A PORTION OF ANY THEREOF; (B) ANY LATENT OR OTHER
DEFECTS IN ANY PROPERTY OR ANY PORTION THEREOF WHETHER OR NOT DISCOVERABLE BY AN
INDEMNIFIED PERSON OR THE INDEMNITY PROVIDER; (C) A VIOLATION OF ENVIRONMENTAL
LAWS, ENVIRONMENTAL CLAIMS OR OTHER LOSS OF OR DAMAGE TO ANY PROPERTY OR THE
ENVIRONMENT RELATING TO THE PROPERTY, THE LEASE, THE AGENCY AGREEMENT OR THE
INDEMNITY PROVIDER; (D) THE OPERATIVE AGREEMENTS, OR ANY TRANSACTION
CONTEMPLATED THEREBY; (E) ANY BREACH BY THE INDEMNITY PROVIDER OF ANY OF ITS
REPRESENTATIONS OR WARRANTIES UNDER THE OPERATIVE AGREEMENTS TO WHICH THE
INDEMNITY PROVIDER IS A PARTY OR FAILURE BY THE INDEMNITY PROVIDER TO PERFORM OR
OBSERVE ANY COVENANT OR AGREEMENT TO BE PERFORMED BY IT UNDER ANY OF THE
OPERATIVE AGREEMENTS; (F) PERSONAL INJURY, DEATH OR PROPERTY DAMAGE, INCLUDING
WITHOUT LIMITATION CLAIMS BASED ON STRICT OR ABSOLUTE LIABILITY IN TORT; (G) ANY
FEES, EXPENSES AND/OR OTHER ASSESSMENTS BY ANY BUSINESS PARK OR ANY OTHER
APPLICABLE ENTITY WITH OVERSIGHT RESPONSIBILITY FOR THE APPLICABLE PROPERTY; (H)
ANY VIOLATION OF ANY WORKERS' COMPENSATION LAWS OR ANY NON-COMPLIANCE BY THE
INDEMNITY PROVIDER WITH ANY WORKERS' COMPENSATION LAWS OR ANY CLAIMS AGAINST ANY
INDEMNIFIED PERSONS IN CONNECTION THEREWITH; AND (I) ANY LOSS THE LESSOR MAY
INCUR OR BE REQUIRED TO PAY UNDER SECTION 11.8.
THIS INDEMNIFICATION PROVISION
INCLUDES AN INDEMNIFICATION BY THE INDEMNITY PROVIDER FOR ORDINARY NEGLIGENCE OF
THE INDEMNIFIED PERSONS.
If a written Claim is made against any Indemnified Person or if any proceeding
shall be commenced against such Indemnified Person (including without limitation
a written notice of such proceeding), for any Claim, such Indemnified Person
shall promptly notify the Indemnity Provider in writing and shall not take
action with respect to such Claim without the consent of the Indemnity Provider
for thirty (30) days after the receipt of such notice by the Indemnity Provider
and