Health Net 2009 Annual Report Download - page 400

employees or invitees, or (iii) which may arise through repair or alteration of any part of the Project or failure to make any such
repair or alteration, except to the extent of the active negligence or willful misconduct of Landlord occurring as a result of
Landlord’s failure to make any such repair or alteration within a reasonable period of time following the date upon which
Landlord obtains actual knowledge of the required work, all unless covered by insurance required to be maintained by Tenant
under this Lease. Tenant hereby waives the remedy of constructive eviction. Any other provision of this Lease to the contrary
notwithstanding: (i) in no event shall Landlord have any liability to Tenant or any third party for any consequential damages
whatsoever, including loss of revenue or profits; and (ii) nothing in this Section 23(b) shall be deemed to limit the right of
Tenant to pursue its remedies against any contractor or subcontractor of Landlord in connection with any damage to property or
injury or death to persons caused by such contractor or subcontractor.
(c) The foregoing provisions of this Section 23 and any other provision of this Lease to the contrary notwithstanding:
(i) Tenant is not waiving any claim against Landlord arising from Landlord’s or the Landlord Parties’ intentional misconduct
resulting in any injury to persons, except to the extent covered by insurance required to be maintained by Tenant under this
Lease; and (ii) Tenant is not waiving any claim against Landlord arising from Landlord’s or the Landlord Parties’ active
negligence resulting in any injury to persons, except with respect to injury to persons caused by theft, vandalism, assault,
battery, act of God, breaches of security, acts of the public enemy, acts of terrorists or criminals, riot, strike, insurrection, war,
court order, requisition or order of governmental body or authority.
24. INDEMNIFICATION.
(a) Tenant’s Indemnity. Tenant shall indemnify, defend and hold Landlord, its members, employees, agents, consultants,
independent contractors, guests, invitees and other representatives (collectively, the “Landlord Parties”) harmless from and
against all claims, losses, liabilities, damages, costs, expenses and claims arising from or relating to the use of the Premises or
the Common Areas of the Project by the Tenant Parties (as defined in Section 25(c) below) or the conduct of Tenant’s business
or any activity, work, or thing done or permitted by Tenant in or about the Premises or the Common Areas of the Project or
suffered by Tenant in the Premises, any breach or default in the performance of any obligation to be performed by Tenant under
the terms of this Lease, any act, neglect, fault or omission of any of the Tenant Parties, and all costs, attorneys’ fees, expenses
and liabilities incurred in or about such claims or any action or proceeding brought thereon. In case any action or proceeding
shall be brought against any of the Landlord Parties by reason of any such claim, Tenant upon written notice from Landlord
shall defend the same at Tenant’s expense by counsel approved in writing by Landlord. With respect to events occurring in or
about the Premises, such indemnity shall include matters arising in connection with the passive (but not active) negligence of
Landlord, unless covered by insurance required to be maintained by Tenant under this Lease. Any other provision of this Lease
to the contrary notwithstanding, in no event shall Tenant have any liability to Landlord or any third party for any consequential
damages whatsoever, including, without limitation, loss of revenue or profits, except that this Section 24(a) shall not limit the
liability of Tenant to Landlord for any rental loss arising in connection with any holdover by Tenant, interference by Tenant
with the occupancies or rights of other tenants or any breach by Tenant of its obligations under this Lease pertaining to
Hazardous Materials. The foregoing indemnity shall survive the expiration or earlier termination of this Lease.
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