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Site Number: MNMSP00339B 7 Confidential & Proprietary
<br />Market: Minneapolis Lease Version: 1.0
<br />9. Limitation of Liability and Indemnification.
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<br /> 9.1 Limitation of Liability . EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS
<br />SET FORTH BELOW IN THIS SECTION 9, NEITHER PARTY NOR ANY OF ITS AGENTS, CONTRACTORS
<br />OR EMPLOYEES, SHALL BE LIABLE TO THE OTHER PARTY OR ANY PERSON CLAIMING THROUGH THAT PARTY FOR ANY EXEMPLARY, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR
<br />ANY CAUSE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, CLAIMS CAUSED BY OR
<br />RESULTING FROM THE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THAT
<br />PARTY, ITS AGENTS, CONTRACTORS OR EMPLOYEES.
<br /> 9.2 Tenant’s Indemnity. Except to the extent caused by the breach of this Agreement by Landlord or
<br />the acts or omissions of Landlord, its officers, agents, employees, contractors, or any other person or entity for
<br />whom Landlord is legally responsible, Tenant shall defend, indemnify and hold Landlord and its officers, directors,
<br />shareholders, employees, agents and representatives harmless from and against any and all claims, demands,
<br />litigation, settlements, judgments, damages, liabilities, costs and expenses (including, without limitation, reasonable
<br />attorneys’ fees) arising directly or indirectly out of: (i) any act or omission of Tenant, its officers, agents, employees,
<br />contractors, or any other person or entity for whom Tenant is legally responsible; or (ii) a breach of any
<br />representation, warranty or covenant of Tenant contained or incorporated in this Agreement. Tenant’s obligations
<br />under this Section 9.2 shall survive the expiration or earlier termination of this Agreement for two (2) years.
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<br /> 9.3 Landlord’s Indemnity. Except to the extent caused by the breach of this Agreement by Tenant or the acts or omissions of Tenant, its officers, agents, employees, contractors, or any other person or entity for whom
<br />Tenant is legally responsible, Landlord shall defend, indemnify and hold Tenant, its officers, directors, shareholders,
<br />employees, agents and representatives harmless from and against any and all claims, demands, litigation,
<br />settlements, judgments, damages, liabilities, costs and expenses (including, without limitation, reasonable
<br />attorneys’ fees) arising directly or indirectly out of: (i) any act or omission of Landlord, its officers, agents,
<br />employees, contractors or any other person or entity for whom Landlord is legally responsible; (ii) a breach of any
<br />representation, warranty or covenant of Landlord contained or incorporated in this Agreement; and/or (iii) the
<br />generation, possession, use, storage, presence, release, spill, treatment, transportation, manufacture, refinement,
<br />handling, production and/or disposal of Hazardous Substances (as defined in Section 11) in, on, about, adjacent to,
<br />under or near the Premises and/or the Property, and/or any contamination of the Premises and/or the Property by any Hazardous Substance, but only to the extent not caused by Tenant or its employees, agents, customers/invitees
<br />or contractors. Landlord’s obligations under this Section 9.3 shall survive the expiration or earlier termination of
<br />this Agreement for two (2) years.
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<br /> 9.4 Indemnification Procedure. The Party seeking indemnification (the “Indemnified Party”) shall
<br />promptly send Notice to the Party from whom indemnification is being sought (the “Indemnifying Party”) of the
<br />claim or suit for which in demnification is sought. The Indemnified Party shall not make any admission as to liability
<br />or agree to any settlement of or compromise any claim without the prior written consent of the Indemnifying Party.
<br />The Indemnified Party shall, at the Indemnifying Party’s request and expense, give the Indemnifying Party all
<br />reasonable assistance in connection with such negotiations and litigation.
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<br />10. Insurance.
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<br /> 10.1 Landlord Obligations . Throughout the Term, Landlord shall maintain, at Landlord’s sole cost and
<br />expense, the following insurance coverage: (i) Commercial General Liability of not less than $1,000,000 per occurrence and $2,000,000 aggregate; and (ii) such other insurance policies as may be deemed normal and
<br />customary for substantially similar properties, including, without limitation, coverage for loss of rent. All such
<br />policies shall be endorsed to include Tenant as an additional insured. Subject to the policy minimums set forth
<br />above in this Section 10.1, the insurance required of Landlord hereunder may be maintained by a blanket or master
<br />policy that includes properties other than the Property.
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