NOT SUCH ACTION OR PROCEEDING IS PROSECUTED TO FINAL JUDGMENT, AND INCLUDING
AN ALLOWANCE FOR ATTORNEYS' FEES FOR APPEALS AND REHEARINGS.
SHOULD LANDLORD BE
MADE A PARTY TO ANY SUIT OR PROCEEDING BROUGHT BY ANY THIRD PARTY, ARISING BY
REASON OF TENANT'S USE OR OCCUPANCY OF THE PREMISES AND NOT BEING A DISPUTE
ESSENTIALLY BETWEEN LANDLORD AND TENANT, THEN TENANT SHALL DEFEND THE SAME AND
LANDLORD THEREIN, AT TENANT'S SOLE COST AND EXPENSE, AND SHALL HOLD LANDLORD
FREE AND HARMLESS FROM ANY LIABILITY, DUTY OR OBLIGATION THEREIN, INCLUDING ALL
ATTORNEYS' FEES OF LANDLORD.
29.22
GOVERNING LAW; WAIVER OF TRIAL BY JURY.
THIS LEASE SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.
IN ANY ACTION OR PROCEEDING ARISING HEREFROM, LANDLORD AND TENANT HEREBY CONSENT
TO (I) THE JURISDICTION OF ANY COMPETENT COURT WITHIN THE STATE OF CALIFORNIA,
(II) SERVICE OF PROCESS BY ANY MEANS AUTHORIZED BY CALIFORNIA LAW, AND (III) IN
THE INTEREST OF SAVING TIME AND EXPENSE, TRIAL WITHOUT A JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE
OTHER OR THEIR SUCCESSORS IN RESPECT OF ANY MATTER ARISING OUT OF OR IN
CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S
USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY
EMERGENCY OR STATUTORY REMEDY.
29.23
SUBMISSION OF LEASE.
SUBMISSION OF THIS INSTRUMENT FOR EXAMINATION
OR SIGNATURE BY TENANT DOES NOT CONSTITUTE A RESERVATION OF, OPTION FOR OR
OPTION TO LEASE, AND IT IS NOT EFFECTIVE AS A LEASE OR OTHERWISE UNTIL EXECUTION
AND DELIVERY BY BOTH LANDLORD AND TENANT.
29.24
BROKERS.
LANDLORD AND TENANT HEREBY WARRANT TO EACH OTHER THAT THEY
HAVE HAD NO DEALINGS WITH ANY REAL ESTATE BROKER OR AGENT IN CONNECTION WITH THE
NEGOTIATION OF THIS LEASE, EXCEPTING ONLY THE REAL ESTATE BROKERS OR AGENTS
SPECIFIED IN SECTION 12 OF THE SUMMARY (THE "BROKERS"), AND THAT THEY KNOW OF NO
OTHER REAL ESTATE BROKER OR AGENT WHO IS ENTITLED TO A COMMISSION IN CONNECTION
WITH THIS LEASE.
EACH PARTY AGREES TO INDEMNIFY AND DEFEND THE OTHER PARTY
AGAINST AND HOLD THE OTHER PARTY HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS,
LOSSES, LIABILITIES, LAWSUITS, JUDGMENTS, COSTS AND EXPENSES (INCLUDING WITHOUT
LIMITATION REASONABLE ATTORNEYS' FEES) WITH RESPECT TO ANY LEASING COMMISSION OR
EQUIVALENT COMPENSATION ALLEGED TO BE OWING ON ACCOUNT OF ANY DEALINGS WITH ANY
REAL ESTATE BROKER OR AGENT, OTHER THAN THE BROKERS, OCCURRING BY, THROUGH, OR
UNDER THE INDEMNIFYING PARTY.
29.25
INDEPENDENT COVENANTS.
THIS LEASE SHALL BE CONSTRUED AS THOUGH THE
COVENANTS HEREIN BETWEEN LANDLORD AND TENANT ARE INDEPENDENT AND NOT DEPENDENT
AND TENANT HEREBY EXPRESSLY WAIVES THE BENEFIT OF ANY STATUTE TO THE CONTRARY
AND AGREES THAT IF LANDLORD FAILS TO PERFORM ITS OBLIGATIONS SET FORTH HEREIN,
TENANT SHALL NOT BE ENTITLED TO MAKE ANY REPAIRS OR PERFORM ANY ACTS HEREUNDER
AT LANDLORD'S EXPENSE OR TO ANY SETOFF OF THE RENT (EXCEPT AS OTHERWISE
EXPRESSLY SET FORTH IN SECTION 19.6.2, ABOVE)
OR OTHER