Third Party Hazardous Materials. If it is determined that the materials incorporated into the Premises contain Hazardous Materials that are not in compliance with Applicable Law as of the Lease Date, then Landlord shall not be liable to Tenant for any damages, but as Tenants sole remedy, Landlord, at no cost to Tenant (including as Operating Expenses), shall perform such work or take such other action as may be necessary to remediate the non-compliant condition of the materials. If any Hazardous Materials are discovered to have been present in the Premises as of the date of this Lease in violation of Applicable Laws, then Landlord, at Landlords expense (without pass through as an Operating Expense), shall diligently remove or otherwise remediate such condition, as required by Applicable Laws. Further, in no event shall Tenant be required to clean up, remove or remediate any Hazardous Materials in, on, or about the Premises, that were not brought upon, produced, treated, stored, used, discharged or disposed of by Tenant or Tenant Parties (collectively, Third Party Hazardous Materials), except to the extent that any hazard posed by such Third Party Hazardous Materials is exacerbated by the negligent acts or omissions or willful misconduct of Tenant or Tenant Parties. Landlord, at Landlords expense (without pass through as an Operating Expense), shall remove or otherwise remediate any Third Party Hazardous Materials, as required by Applicable Laws. In addition, Landlord shall indemnify, protect, defend (with counsel reasonably acceptable to Tenant) and hold harmless Tenant from and against # any fine or cost or expense (including reasonable expenses and consultants fees) (Remediation Cost) that Tenant may incur as a result of any Remedial Work required of Tenant by a governmental authority resulting from the introduction, production, use, generation, storage, treatment, disposal, discharge, release or other handling or disposition of any Third Party Hazardous Materials, and # any Losses asserted against Tenant or any Tenant Party arising from any injury or death of any person or damage to or destruction of any property occurring as a result of any such Third Party Hazardous Materials; provided, however, that the foregoing indemnity obligation shall not apply to any Remediation Cost or Claim to the extent arising from the negligence or willful misconduct of any Tenant Party, or to the extent that any hazard posed by such Third Party Hazardous Materials is exacerbated by, or the cost of the Remedial Work is increased as a result of, the negligent acts or omissions or willful misconduct of Tenant or Tenant Parties.
Third PartyTenant shall not cause or permit any Hazardous Materials.Materials (as defined below) to be brought upon, kept or used in or about the Premises, the Building or the Project in violation of Applicable Laws by Tenant or any of its employees, agents, contractors or invitees (collectively with Tenant, each a “Tenant Party”). If it is determined that# Tenant breaches such obligation, # the materials incorporated intopresence of Hazardous Materials as a result of such a breach results in contamination of the Project, any portion thereof, or any adjacent property, # contamination of the Premises containotherwise occurs during the Term or any extension or renewal hereof or any holding over by Tenant hereunder or # contamination of the Project occurs as a result of Hazardous Materials that are notplaced on or under or are released into the Project by a Tenant Party, then Tenant shall Indemnify the Landlord Indemnitees from and against any and all Claims of any kind or nature, including # diminution in compliance with Applicable Law asvalue of the Lease Date, then Landlord shall not be liable to TenantProject or any portion thereof, # damages for the loss or restriction on use of rentable or usable space or of any damages, but as Tenants sole remedy, Landlord, at no cost to Tenant (including as Operating Expenses), shall perform such work or take such other action as may be necessary to remediate the non-compliant conditionamenity of the materials. IfProject, # damages arising from any adverse impact on marketing of space in the Project or any portion thereof and # sums paid in settlement of Claims that arise before, during or after the Term as a result of such breach or contamination. This Indemnification by Tenant includes costs incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work required by any Governmental Authority because of Hazardous Materials are discovered to have been present in the Premises asair, soil or groundwater above, on, under or about the Project. Without limiting the foregoing, if the presence of the date of this Lease in violation of Applicable Laws, then Landlord, at Landlords expense (without pass through as an Operating Expense), shall diligently remove or otherwise remediate such condition, as required by Applicable Laws. Further, in no event shall Tenant be required to clean up, remove or remediate any Hazardous Materials in, on, under or about the Premises, that were not brought upon, produced, treated, stored, used, dischargedProject, any portion thereof or disposedany adjacent property caused or permitted by any Tenant Party results in any contamination of bythe Project, any portion thereof or any adjacent property, then Tenant shall promptly take all actions at its sole cost and expense as are necessary to return the Project, any portion thereof or Tenant Parties (collectively, Third Party Hazardous Materials), exceptany adjacent property to its respective condition existing prior to the extenttime of such contamination; provided that Landlord’s written approval of such action shall first be obtained, which approval Landlord shall not unreasonably withhold; and provided, further, that it shall be reasonable for Landlord to withhold its consent if such actions could have a material adverse long-term or short-term effect on the Project, any hazard posedportion thereof or any adjacent property. Tenant’s obligations under this Section shall not be affected, reduced or limited by such Third Party Hazardous Materials is exacerbatedany limitation on the amount or type of damages, compensation or benefits payable by the negligentor for Tenant under workers’ compensation acts, disability benefit acts, employee benefit acts or omissions or willful misconduct of Tenant or Tenant Parties. Landlord, at Landlords expense (without pass through as an Operating Expense), shall remove or otherwise remediate any Third Party Hazardous Materials, as required by Applicable Laws. In addition,similar legislation. Notwithstanding the foregoing, Landlord shall indemnify, protect, defend (with counsel reasonably acceptable to Tenant) and hold harmlessIndemnify the Tenant Parties from and against # any fine or cost or expense (including reasonable expenses and consultants fees) (Remediation Cost) that Tenant may incur as a result of any Remedial Work required of Tenant by a governmental authority resulting from the introduction, production, use, generation, storage, treatment, disposal, discharge, release or other handling or disposition of any Third Party Hazardous Materials, and # any Losses asserted against Tenant or any Tenant Party arising from any injury or death of any person or damage to or destruction of any property occurring as a result of any such Third Party Hazardous Materials; provided, however, that the foregoing indemnity obligation shall not apply to any Remediation Cost or Claim to the extentall Claims arising from the negligence or willful misconductpresence of any Tenant Party, or to the extent that any hazard posed by such Third Party Hazardous Materials is exacerbated by, orat the costProject in violation of Applicable Laws as of the Remedial Work is increased asExecution Date, unless placed at the Project by a result of, the negligent acts or omissions or willful misconduct of Tenant or Tenant Parties.Party.
Third Party Hazardous Materials. If it is determined that the materials incorporated into the Premises contain Hazardous Materials that are not in compliance with Applicable Law as of the Lease Date, then LandlordTenant shall not be liable to Tenant for any damages, but as Tenants sole remedy, Landlord, at no cost to Tenant (including as Operating Expenses), shall perform such workallow, cause or take such other action as may be necessary to remediate the non-compliant condition of the materials. Ifpermit any Hazardous Materials to be generated, used, treated, released, stored or disposed of in or about the Building or the Land, provided that Tenant may use and store normal and reasonable quantities of standard cleaning and office materials (such as, without limitation, toner, printing supplies) in the Premises so long as such materials are discoveredproperly, safely and lawfully stored and used by Tenant and the quantity of same does not equal or exceed a reportable quantity as defined in 40 C.F.R. 302 and 305, as amended, or any applicable state or local law that requires reporting. At the expiration or earlier termination of this Lease, with respect to have been presentconditions relating to Hazardous Materials existing on account of Tenants use or occupancy of the Premises or any action or inaction of Tenant or any Agent respecting Hazardous Materials (it being understood that the term inaction as used in this Section shall not impose upon Tenant any obligation to remove Hazardous Materials existing in the Premises as of the dateLease Commencement Date which were introduced into the Premises by anyone other than Tenant or any Agent, unless and to the extent such condition is knowingly aggravated as a result of Tenants use or occupancy of the Premises), Tenant shall surrender the Premises to Landlord free of Hazardous Materials that are in violation of Environmental Laws. Notwithstanding the termination or any other provision of this Lease, Tenant shall indemnify, defend (with counsel approved by Landlord) and hold Landlord and Landlords Representatives harmless from and against any and all Claims of any kind or nature, known or unknown, contingent or otherwise, which arise out of or are in any way related to the acts or omissions of Tenant or any Agent (including, but not limited to, reasonable attorneys, consultant, laboratory and expert fees and any diminution in the value of the Building, damages for the loss or restriction on use of any space or amenity of the Building and damages arising from any adverse impact on marketing of space), whether before, during or after the Lease Term arising from or related to the generation, use, presence, transportation, storage, treatment, disposal, spill, release or discharge of Hazardous Materials by Tenant or any Agent in or about the Premises or the Building. Notwithstanding the termination or other provision of this Lease Landlord shall indemnify, defend (with counsel approved by Tenant) and hold Tenant and Tenants Representatives harmless from and against any and all Claims of any kind or nature which are arise out of or are in violationany way related to the acts or omissions of Applicable Laws, then Landlord, atLandlord or any Landlords expense (without pass throughRepresentative (including but not limited to, reasonable attorneys, consultant, laboratory and expert fees and damages for the loss or restriction on use of the Premises or any other space or amenity of the Building) arising from or related to the generation, use, presence, transportation, storage, treatment, disposal, spill, release or discharge or Hazardous Materials by Landlord or any Landlords Representative. Tenant shall: # give Landlord prompt verbal and follow-up written notice of any Environmental Default, or circumstance that could reasonably be expected to give rise to an Environmental Default, of which Tenant has actual knowledge, which Environmental Default (if arising) Tenant shall cure in accordance with all Environmental Laws and only after Tenant has obtained Landlords prior written consent, which shall not be unreasonably withheld, conditioned or delayed; and # promptly deliver to Landlord copies of any material written notices or other items received by Tenant from or submitted by Tenant to any governmental or quasi-governmental agency respecting Hazardous Materials, or any claim instituted or threatened in writing against Tenant by any third party, concerning Hazardous Materials and the Premises, the occupancy or use thereof as an Operating Expense), shall diligently removeit relates to Hazardous Materials, or otherwise remediate such condition, asthe existence or potential existence of Hazardous Materials therein. To the extent required by Applicable Laws. Further, in no event shallapplicable Environmental Laws, Tenant be requiredcovenants to promptly investigate, clean up, removeup and otherwise remediate, at Tenants sole cost and expense, any spill, release or remediate anydischarge of Hazardous Materials in, on,at or about the Premises, the Building and/or the Land to the extent caused by the acts or omissions of Tenant or Agents. Such investigation, clean up and remediation shall be performed in accordance with applicable Environmental Laws and to the reasonable satisfaction of Landlord and only after Tenant has obtained Landlords written consent, such consent not to be unreasonably withheld, conditioned or delayed. Upon any Environmental Default, in addition to all other rights available to Landlord under this Lease, at law or in equity, Landlord shall have the right but not the obligation to enter the Premises, to supervise and approve any actions taken by Tenant to address the Environmental Default, and, if Tenant fails to address same with reasonable promptness in accordance with this Lease, to take such actions as may be required by applicable Environmental Law to cure the Environmental Default. If any governmental agency shall require testing to ascertain whether an Environmental Default by Tenant is pending or threatened, then, subject to Tenants right to contest such requirement as provided herein, Tenant shall pay the costs therefor as additional rent within thirty (30) days following Landlords written invoice therefor, accompanied by commercially reasonable back-up documentation for such costs. Promptly upon Landlords written request, Tenant shall execute from time to time affidavits, representations and similar documents concerning Tenants knowledge and belief regarding the presence of Hazardous Materials at or in the Premises. Landlord shall have the right but not the obligation, at all reasonable times during the Lease Term, to inspect the Premises and conduct tests and investigations and take samples to determine whether Tenant is in compliance with the provisions of this Article, and to request lists of all Hazardous Materials used or stored at the Premises. In conducting any such tests, investigations or sampling, Landlord shall use diligent efforts to minimize any interference with Tenants use of or access to the Premises. The cost of any such inspections, tests and investigations shall be paid by Landlord at its sole cost and expense, except that werethe reasonable costs of such inspections, tests and investigations shall be borne by Tenant where the same disclose that Tenant is not brought upon, produced, treated, stored, used, dischargedin compliance with the requirements of this Lease respecting Hazardous Materials in all material respects. Landlord will provide Tenant with reasonable prior notice of any such inspection in advance thereof, other than in cases of emergency where Landlord shall endeavor to provide Tenant contemporaneous telephonic or disposede-mail notice. At any time during the Lease Term, Landlord may, after reasonable prior written notice to Tenant, perform an environmental site assessment or environmental audit of the Premises to assess with a reasonable degree of certainty the presence or absence of any Hazardous Materials in the Premises and the potential costs in connection with abatement, cleanup, or removal of any Hazardous Materials placed within or released from the Premises by Tenant or any Agent. Tenant Parties (collectively, Third Party Hazardous Materials), exceptwill reasonably cooperate with Landlord and allow Landlord and Landlords Representatives reasonable access to any and all parts of the Premises and to the extent that any hazard posed by such Third Partyrecords of Tenant with respect to the Premises and Hazardous Materials is exacerbated byfor the negligent actspurpose of performing such environmental site assessment or omissionsenvironmental audit. In conducting any such assessment or willful misconduct of Tenant or Tenant Parties. Landlord, at Landlords expense (without pass through as an Operating Expense), shall remove or otherwise remediate any Third Party Hazardous Materials, as required by Applicable Laws. In addition,audit, Landlord shall indemnify, protect, defend (with counsel reasonably acceptableuse diligent efforts to Tenant) and hold harmless Tenant from and against #minimize any fineinterference with Tenants use of or access to the Premises. The cost or expense (including reasonable expenses and consultants fees) (Remediation Cost) that Tenant may incur as a result of any Remedial Work requiredsuch assessments or audits shall be paid by Landlord at its sole cost and expense, except Tenant shall pay the cost of Tenant by a governmental authority resultingany such assessment or audit which indicates that Hazardous Materials have been placed in or have been released from the introduction, production, use, generation, storage, treatment, disposal, discharge, release or other handling or disposition of any Third Party Hazardous Materials, and # any Losses asserted againstPremises by Tenant or any Tenant Party arising from any injury or death of any person or damage to or destruction of any property occurring as a result of any such Third Party Hazardous Materials; provided, however, that the foregoing indemnity obligation shall not apply to any Remediation Cost or Claim to the extent arising from the negligence or willful misconduct of any Tenant Party, or to the extent that any hazard posed by such Third Party Hazardous Materials is exacerbated by, or the costAgent in violation of the Remedial Work is increased as a result of, the negligent acts or omissions or willful misconductterms of Tenant or Tenant Parties.this Lease.
Third PartyUse of Hazardous Materials. If it is determined that the materials incorporated into the Premises contain Hazardous Materials that are not in compliance with Applicable Law as of the Lease Date, then LandlordMaterial. Tenant shall not be liable to Tenant for any damages, but as Tenants sole remedy, Landlord, at no cost to Tenant (including as Operating Expenses), shall perform such workcause or take such other action as may be necessary to remediate the non-compliant condition of the materials. Ifpermit any Hazardous Materials are discoveredMaterial to have been presentbe brought upon, kept or used in the Premises as of the date of this Lease in violation of Applicable Laws, then Landlord, at Landlords expense (without pass through as an Operating Expense), shall diligently remove or otherwise remediate such condition, as required by Applicable Laws. Further, in no event shall Tenant be required to clean up, remove or remediate any Hazardous Materials in, on, or about the Premises, that were not brought upon, produced, treated, stored, used, dischargedPremises by Tenant, its agents, employees, contractors or disposedinvitees without the prior written consent of Landlord. If Tenant breaches the obligations stated in the preceding sentence, or if contamination of the Premises by TenantHazardous Material otherwise occurs unless caused by Landlord, its agents, employees, contractors, or Tenant Parties (collectively, Third Party Hazardous Materials), except to the extent that any hazard posedinvitees or by such Third Party Hazardous Materials is exacerbated by the negligent actsmigration from an adjacent or omissions or willful misconductnearby site through no fault of Tenant, Tenant or Tenant Parties. Landlord, at Landlords expense (without pass through as an Operating Expense), shall remove or otherwise remediate any Third Party Hazardous Materials, as required by Applicable Laws. In addition, Landlord shall indemnify, protect, defend (with counsel reasonably acceptable to Tenant) and hold Landlord harmless Tenant from any and against #all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitation, diminution in value of the Premises, damages for the loss or restriction on use of rentable Premises or usable space or of any fineamenity of the Premises, damages arising from any adverse impact on marketing of Premises space, and sums paid in settlement of claims, reasonable attorneys fees, consultant fees and expert fees) which arise during or cost or expense (including reasonable expenses and consultants fees) (Remediation Cost) that Tenant may incurafter the Term as a result of such contamination. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any Remedial Work requiredinvestigation of Tenant by a governmental authority resulting from the introduction, production, use, generation, storage, treatment, disposal, discharge, release or other handling or disposition of any Third Party Hazardous Materials, and # any Losses asserted against Tenantsite conditions or any Tenant Party arising fromclean-up, remedial, removal or restoration work required by any injuryfederal, state or deathlocal government agency or political subdivision because of any personHazardous Material present in the soil, surface water or damage togroundwater on, near or destructionunder the Premises unless such Hazardous Material was present at the beginning of any property occurring as a result of any such Third Party Hazardous Materials; provided, however, that the foregoing indemnity obligation shall not apply to any Remediation Costthis Lease, was caused by Landlord, its employees, agents, contractors or Claiminvitees, or migrated to the extent arisingPremises from some adjacent or nearby site through no fault of Tenant. As used herein, the negligenceterm Hazardous Material means any hazardous or willful misconducttoxic substance, material or waste, including, but not limited to, those substances, materials, and wastes listed in the United States Department of Transportation Hazardous materials Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous substances (40CFR part 302) and amendments thereto, or such substances, materials and wastes that are or become regulated under any applicable local, state or federal law. Landlord and its agents shall have the right, but not the duty, to inspect the Premises at any time to determine whether Tenant Party, or tois complying with the extent that any hazard posed by such Third Party Hazardous Materials is exacerbated by, or the costterms of the Remedial Work is increased as a result of, the negligent acts or omissions or willful misconduct of Tenant or Tenant Parties.this Lease.
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