|
contamination or other damage to the Premises by Hazardous Materials otherwise occurs for which
<br /> Tenant is responsible or otherwise legally liable to Landlord for damage resulting therefrom, then
<br /> Tenant shall indemnify, defend, and hold Landlord harmless from any and all liabilities, obligations,
<br /> charges, losses, damages, penalties, claims, demands, actions, suits,judgments, costs, expenses and
<br /> disbursements (including, without limitation, diminution in value of the Premises or the Building,
<br /> damages arising from any adverse impact on marketing of space,and sums paid in settlement of claims,
<br /> attorneys'fees,consultant fees,and expert fees)which arise during or after the Term as a result of such
<br /> contamination or damage. This indemnification of Landlord by Tenant includes, without limitation,
<br /> costs incurred in connection with any investigation of site conditions or any clean-up, remedial,
<br /> removal, or restoration work required by any federal, state, or local governmental agency or political
<br /> subdivision because of Hazardous Materials present in the soil or groundwater on or under the Premises
<br /> or the Building. "Hazardous Materials"means any waste,pollutant,contaminant,chemical,petroleum
<br /> product, pesticide, fertilizer, substance, or material that is defined, classified, or designated as
<br /> hazardous, toxic, radioactive, dangerous, or other comparable term or category under any
<br /> Environmental Laws(as defined below), including,but not limited to, gasoline, oil or any byproducts
<br /> or fractions thereof, polychlorinated biphenyls, per- and polyfluoroalkyl substances, asbestos, paints,
<br /> solvents, lead, cyanide,radioactive material, or any other materials which have adverse effects on the
<br /> environment or the health and safety of persons. "Environmental Laws"means all federal, state, and
<br /> local laws, statutes, rules, regulations, ordinances, and codes, and any judicial or administrative
<br /> interpretation thereof or requirement thereunder, now or hereafter in effect, relating, to the regulation
<br /> or protection of human health, safety, the environment and natural resources, including without
<br /> limitation,the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C.
<br /> §§ 9601 et seq.),the Hazardous Substances Transportation Act(49 U.S.C. §§ 5101 et seq.),the Clean
<br /> Air Act(42 U.S.C. §§ 7401 et seq.),the Clean Water Act(33 U.S.C. §§ 1251 et seq.),the Solid Waste
<br /> Disposal Act(42 U.S.C. §§6901 et seq.),the Resource Conservation and Recovery Act(42 U.S.C. §§
<br /> 6901 et seq.),the Toxic Substances Control Act(15 U.S.C. §§ 2601 et seq.),the Emergency Planning
<br /> and Community Right-To-Know Act(42 U.S.C. §§ 11001 et seq.),and any similar or comparable state
<br /> or local laws, including without limitation, the Model Toxics Control Act (Chapter 70A.030 RCW,
<br /> formerly codified at Chapter 70.105D RCW) and the Hazardous Waste Management Act (Chapter
<br /> 70A.029 RCW, formerly codified at Chapter 70.105 RCW). All portions of this Section shall survive
<br /> the expiration or termination of this Lease. Landlord represents and warrants to Landlord's actual
<br /> knowledge that as of the date of this Lease the Property does not contain Hazardous Materials that
<br /> would require remediation under laws applicable to transit stations serving the general public. Landlord
<br /> will indemnify, defend and hold harmless Tenant, and its nominees, officers, directors, agents,
<br /> members, employees, successors, assigns, affiliates and subsidiaries from and against any and all
<br /> liability arising from any and all claims, demands, litigation, consequential damages or governmental
<br /> action involving: (a) any breach of the representations and warranties contained in this Section 20.10;
<br /> or(b)unless caused by Tenant,the presence of Hazardous Materials on the Property that would require
<br /> remediation under laws applicable to transit stations serving the general public. Without limiting the
<br /> generality of the foregoing, this indemnification will specifically cover fines, penalties, sums paid in
<br /> settlement of claims or litigation,fees for attorneys,consultants and experts and costs for investigation,
<br /> clean-up,testing,removal or restoration.
<br /> 20.11. No Brokers. Landlord and Tenant warrant to one another that neither has
<br /> engaged a broker in connection with this Lease and agree to indemnify the other if a claim for a fee or
<br /> commission arises in connection with this transaction as a result of such indemnifying parties'activities.
<br /> 20.12. Memorandum of Understanding/Reporting. Tenant will provide the Tuition-
<br /> Free Education and Services in accordance with Memoranda of Understanding entered into from time
<br /> to time by Landlord and Tenant. Memoranda of Understanding may be approved and signed by the
<br /> 15
<br />
|