CONTAINED IN THIS SECTION 17 SHALL SURVIVE THE
EXPIRATION OR EARLIER TERMINATION OF THIS LEASE AGREEMENT.
18.
INDEMNITY.
(A)
LESSEE AGREES TO INDEMNIFY, DEFEND, AND
HOLD HARMLESS, LESSOR, ANY TRANSFEREE AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
PARTNERS, SHAREHOLDERS, AGENTS AND EMPLOYEES,
18
FROM AND AGAINST ANY AND ALL CLAIMS (OTHER THAN SUCH AS MAY DIRECTLY AND
PROXIMATELY RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LESSOR OR
ANY TRANSFEREE), ARISING ON ACCOUNT OF (A) ANY BREACH OR DEFAULT BY LESSEE OF
ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT MADE IN THIS LEASE
AGREEMENT; (B) THIS LEASE AGREEMENT OR ANY OTHER LEASE DOCUMENTS; OR (C) THE
EQUIPMENT, OR ANY ITEM OR PART THEREOF, INCLUDING, WITHOUT LIMITATION, ANY LOSS
OR DAMAGE OF OR TO THE EQUIPMENT, THE MANUFACTURE, SELECTION, ORDERING,
PURCHASE, ACQUISITION, SHIPMENT, DELIVERY, INSTALLATION, ACCEPTANCE, POSSESSION,
MAINTENANCE, LEASING, FURNISHING, USE, CONDITION, OWNERSHIP, TITLING,
REGISTRATION, OPERATION, PERFORMANCE OR CONTROL, RETURN, REJECTION, ABANDONMENT
OR OTHER DISPOSITION OF ANY ITEM OF EQUIPMENT, INCLUDING WITHOUT LIMITATION, THE
EXISTENCE OF PATENT OR LATENT AND OTHER DEFECTS IN THE EQUIPMENT (WHETHER OR NOT
DISCOVERABLE OR DISCOVERED BY LESSOR OR LESSEE) OR ANY CLAIMS BASED ON ABSOLUTE
TORT LIABILITY OR WARRANTY OR ANY PATENT, TRADEMARK OF COPYRIGHT INFRINGEMENT OF
ANY ITEM OF EQUIPMENT OR ANY LOSS OF USE OR LOSS OF BUSINESS OR OTHER
CONSEQUENTIAL DAMAGE WHETHER OR NOT RESULTING FROM THE FOREGOING.
LESSOR SHALL
NOT BE LIABLE FOR INJURIES TO PERSONS OR DAMAGE TO PROPERTY UNDER ANY THEORY OF
STRICT LIABILITY, AND LESSEE SHALL INDEMNIFY AND SAVE LESSOR HARMLESS FROM ANY
OF THE FOREGOING AND ALL COSTS AND EXPENSES IN DEFENDING THE FOREGOING.
LESSOR
SHALL GIVE LESSEE PROMPT NOTICE OF ANY CLAIM OR LIABILITY HEREBY INDEMNIFIED
AGAINST AND SHALL BE ENTITLED TO (BUT WILL NOT BE REQUIRED TO) PARTICIPATE IN
THE DEFENSE THEREOF.
(B)
WITHOUT LIMITATION OF THE FOREGOING, LESSEE
AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS, LESSOR, ANY TRANSFEREE AND THEIR
RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, SHAREHOLDERS, AGENTS AND EMPLOYEES,
FROM AND AGAINST ANY AND ALL CLAIMS ARISING ON ACCOUNT OF ANY ACTUAL, ALLEGED
PRESENCE, OR RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY
PROPERTY OWNED OR OPERATED BY LESSEE OR ANY AFFILIATE, OR ANY PROPERTY ON WHICH
THE EQUIPMENT MAY BE LOCATED FOR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY
TO LESSOR OR ANY AFFILIATE.
(C)
THE FOREGOING INDEMNITY SHALL CONTINUE IN
FULL FORCE AND EFFECT AND SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS
LEASE AGREEMENT.
19.
RETURN OF EQUIPMENT.
(A)
IF THIS LEASE AGREEMENT SHALL NOT HAVE BEEN
EARLIER TERMINATED OR LESSEE SHALL NOT HAVE EXERCISED THE PURCHASE OPTION AND
LESSEE INTENDS TO RETURN THE EQUIPMENT TO LESSOR ON THE TERM EXPIRATION DATE,
THEN LESSEE SHALL GIVE WRITTEN NOTICE (A "RETURN NOTICE") TO LESSOR ON THAT DATE
WHICH SHALL BE SIX (6) MONTHS PRIOR TO THE EXPIRATION OF THE TERM THAT IT
INTENDS TO RETURN THE EQUIPMENT TO LESSOR ON SUCH DATE.
IF, PURSUANT TO
SUBPARAGRAPH (C) BELOW, THIS LEASE AGREEMENT HAS BEEN AUTOMATICALLY EXTENDED,
THEN LESSEE SHALL CONTINUE TO BE