MONTHS PRIOR TO THE EXPIRATION DATE (OR AT ANY
TIME, IF TENANT HAS VACATED OR ABANDONED THE PREMISES OR IS OTHERWISE IN DEFAULT
UNDER THIS LEASE), LANDLORD AND ITS AGENTS MAY EXHIBIT THE PREMISES TO
PROSPECTIVE TENANTS.
ADDITIONALLY, LANDLORD AND AGENT SHALL HAVE THE FOLLOWING
RIGHTS WITH RESPECT TO THE PREMISES, EXERCISABLE WITHOUT NOTICE TO TENANT,
WITHOUT LIABILITY TO TENANT, AND WITHOUT BEING DEEMED AN EVICTION OR DISTURBANCE
OF TENANT'S USE OR POSSESSION OF THE PREMISES OR GIVING RISE TO ANY CLAIM FOR
SETOFF OR ABATEMENT OF RENT: (I) TO HAVE PASS KEYS, ACCESS CARDS, OR BOTH, TO
THE PREMISES; AND (II) TO DECORATE, REMODEL, REPAIR, ALTER OR OTHERWISE PREPARE
THE PREMISES FOR REOCCUPANCY AT ANY TIME AFTER TENANT VACATES OR ABANDONS THE
PREMISES FOR MORE THAN THIRTY (30) CONSECUTIVE DAYS OR WITHOUT NOTICE TO
LANDLORD OF TENANT'S INTENTION TO REOCCUPY THE PREMISES.
17.
NON-LIABILITY AND INDEMNIFICATION.
17.1.
NON-LIABILITY.
EXCEPT WITH RESPECT TO LANDLORD'S INDEMNITY UNDER
SECTION 17.3, NONE OF LANDLORD, AGENT, ANY OTHER MANAGING AGENT, OR THEIR
RESPECTIVE AFFILIATES, OWNERS, PARTNERS, DIRECTORS, OFFICERS, AGENTS AND
EMPLOYEES SHALL BE LIABLE TO TENANT FOR ANY LOSS, INJURY, OR DAMAGE, TO TENANT
OR TO ANY OTHER PERSON, OR TO ITS OR THEIR PROPERTY, IRRESPECTIVE OF THE CAUSE
OF SUCH INJURY, DAMAGE OR LOSS.
FURTHER, NONE OF LANDLORD, AGENT, ANY OTHER
MANAGING AGENT, OR THEIR RESPECTIVE AFFILIATES, OWNERS, PARTNERS, DIRECTORS,
OFFICERS, AGENTS AND EMPLOYEES SHALL BE LIABLE TO TENANT (A) FOR ANY DAMAGE
CAUSED BY OTHER TENANTS OR PERSONS IN, UPON OR ABOUT THE PROPERTY, OR CAUSED BY
OPERATIONS IN CONSTRUCTION OF ANY PUBLIC OR QUASI-PUBLIC WORK, EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN SECTION 17.3; (B) WITH RESPECT TO MATTERS FOR
WHICH LANDLORD
13
IS LIABLE, FOR CONSEQUENTIAL OR INDIRECT DAMAGES PURPORTEDLY ARISING OUT OF ANY
LOSS OF USE OF THE PREMISES OR ANY EQUIPMENT OR FACILITIES THEREIN BY TENANT OR
ANY PERSON CLAIMING THROUGH OR UNDER TENANT; (C) FOR ANY DEFECT IN THE PREMISES
OR THE PROPERTY; (D) FOR INJURY OR DAMAGE TO PERSON OR PROPERTY CAUSED BY FIRE,
OR THEFT, OR RESULTING FROM THE OPERATION OF HEATING OR AIR CONDITIONING OR
LIGHTING APPARATUS, OR FROM FALLING PLASTER, OR FROM STEAM, GAS, ELECTRICITY,
WATER, RAIN, SNOW, ICE, OR DAMPNESS, THAT MAY LEAK OR FLOW FROM ANY PART OF THE
PROPERTY, OR FROM THE PIPES, APPLIANCES OR PLUMBING WORK OF THE SAME, EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN SECTION 17.3.
17.2.
TENANT INDEMNIFICATION.
EXCEPT FOR THE LANDLORD'S OR LANDLORD
INDEMNIFIED PARTIES' (AS DEFINED BELOW) NEGLIGENCE OR WILLFUL MISCONDUCT, TENANT
HEREBY INDEMNIFIES, DEFENDS, AND HOLDS LANDLORD, AGENT, LANDLORD'S MEMBERS AND
THEIR RESPECTIVE AFFILIATES, OWNERS, PARTNERS, MEMBERS, DIRECTORS, OFFICERS,
AGENTS AND EMPLOYEES (COLLECTIVELY, "LANDLORD INDEMNIFIED PARTIES") HARMLESS
FROM AND AGAINST ANY AND ALL LOSSES (DEFINED BELOW) ARISING FROM OR IN
CONNECTION WITH ANY OR ALL OF: (A) THE CONDUCT OF TENANT'S BUSINESS IN EITHER OR
BOTH THE PROPERTY AND THE PREMISES, OR ANY WORK OR ALTERATIONS DONE BY TENANT OR
ANY TENANT PARTIES, OR ANY CONDITION CREATED BY ANY OR ALL OF TENANT AND