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<br />4894-6811-3695v.2 0017787-000542
<br />4894-6811-3695v.2 0017787-000542
<br />8.2 Indemnification. Tenant agrees to assume all risks, financial or otherwise, associated
<br />with the Premises. Tenant hereby releases and waives all claims and recourse against Lessor,
<br />including the right of contribution for loss or damage of persons or property, arising from, growing
<br />out of or in any way connected with or related to this Lease, including any damage to or interruption
<br />of use of the Premises including, but not limited to, loss of business, damage to, destruction of, or
<br />relocation costs of Tenant’s Improvements or impaired utility of the Premises caused by erosion,
<br />flood, or flood overflow, or caused by any action undertaken in the operation, maintenance, repair,
<br />reconstruction, replacement, enlargement or improvement of the Premises except claims arising from
<br />the gross negligence or willful misconduct of County or Agency, their officers, agents, employees
<br />and contractors. Tenant hereby agrees to indemnify, defend (with counsel approved in writing by
<br />Lessor, in Lessor’s reasonable discretion), and hold harmless, County and the Agency, their
<br />respective elected and appointed officials, officers, agents, employees and contractors against any
<br />and all claims, losses, demands, damages, cost, expenses or liability for injury to any persons or
<br />property, arising out of the operation or maintenance of the Premises, and/or Tenant’s exercise of the
<br />rights under this Lease, except for liability arising out of the gross negligence or willful misconduct
<br />of County or Agency, their elected and appointed officials, officers, agents, employees or contractors
<br />including the cost of defense of any lawsuit arising therefrom, and except for claims arising after the
<br />later to occur of the expiration or earlier termination of the Term, or the date Tenant vacates the
<br />Premises. If County and/or Agency is named as co-defendant in a lawsuit in connection with this
<br />Lease, Tenant shall notify Lessor of such fact and shall represent the County and/or Agency in such
<br />legal action unless County or Agency undertakes to represent themselves as co-defendant in such
<br />legal action, in which event, Tenant shall pay to Lessor their litigation costs, expenses, and
<br />reasonable attorneys' fees. If judgment is entered against County and/or Agency and Tenant by a
<br />court of competent jurisdiction because of the concurrent active negligence of County and/or Agency
<br />and Tenant, County, Agency and Tenant agree that liability will be apportioned as determined by the
<br />court. Neither Party shall request a jury apportionment. A judgment or other judicial determination
<br />regarding Lessor’s negligence shall not be a condition precedent to Tenant’s obligations stated in this
<br />Section.
<br />Tenant acknowledges that it is familiar with the language and provisions of California Civil Code
<br />Section 1542 which provides as follows:
<br />A general release does not extend to claims which the creditor or releasing party does not know or
<br />suspect to exist in his or her favor at the time of executing the release and that if known by him or
<br />her, would have materially affected his or her settlement with the debtor or released party.
<br />Tenant, being aware of and understanding the terms of Section 1542, hereby waives all benefit of its
<br />provisions to the extent described in this paragraph.
<br />The foregoing indemnity and defense obligations of this Lease shall survive its expiration or
<br />termination. This Section 8.2 notwithstanding, indemnification with respect to Hazardous Materials
<br />shall be governed by Section 4.4.4.
<br />8.3 Damage to Tenant’s Premises. Lessor shall not be liable for injury or damage which
<br />may be sustained by the person, goods, wares, merchandise, or other property of Tenant, of Tenant’s
<br />employees, invitees, customers, or of any other person in or about the Premises or the Improvements
<br />caused by or resulting from any peril which may affect the Premises or Improvements, including fire,
<br />steam, electricity, gas, water, or rain which may leak or flow from or into any part of the Premises or
<br />the Improvements, whether such damage or injury results from conditions arising upon the Premises
<br />EXHIBIT 11
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