Health Net 2009 Annual Report Download - page 461

with respect to this Lease shall be paid exclusively by Landlord’s Broker. Each party represents and warrants to the other, that, to its
knowledge, no other broker, agent or finder (a) negotiated or was instrumental in negotiating or consummating this Lease on its
behalf, and (b) is or might be entitled to a commission or compensation in connection with this Lease. With regard to this initial Lease
only and not to any renewal, extension or expansion of the Premises or the Lease Term under a subsequent document, Tenant shall
indemnify, protect, defend (by counsel reasonably approved in writing by Landlord) and hold Landlord harmless from and against
any and all claims, judgments, suits, causes of action, damages, losses, liabilities and expenses (including attorneys’ fees and court
costs) resulting from any breach by Tenant of the foregoing representation, including, without limitation, any claims that may be
asserted against Landlord by any broker, agent or finder undisclosed by Tenant herein. Landlord shall indemnify, protect, defend (by
counsel reasonably approved in writing by Tenant) and hold Tenant harmless from and against any and all claims, judgments, suits,
causes of action, damages, losses, liabilities and expenses (including attorneys’ fees and court costs) resulting from any breach by
Landlord of the foregoing representation, including, without limitation, any claims that may be asserted against Tenant by any broker,
agent or finder undisclosed by Landlord herein. Landlord and Tenant acknowledge and agree that any agreement between Landlord
and Tenant’s current broker regarding the payment of future commissions in connection with any extension of the Lease Term or
expansion of the Premises (whether pursuant to an express right set forth in this Lease or not) shall not be binding on Tenant, and that
Tenant may choose to be represented by a different broker in any such future expansion or extension transactions, and that only such
chosen broker would be entitled to a commission in connection with such future transaction. The foregoing indemnities shall survive
the expiration or earlier termination of this Lease.
(l) Name. Landlord shall have the exclusive right at all times during the Lease Term to change, modify, add to or otherwise alter
the name, number, or designation of the Building and/or the Project, and Landlord shall not be liable for claims or damages of any
kind which may be attributed thereto or result therefrom.
(m) Examination of Lease. Submission of this instrument for examination or signature by Tenant does not constitute a
reservation of or option for lease, and it is not effective as a lease or otherwise until execution by and delivery to both Landlord and
Tenant.
(n) Time. Time is of the essence of this Lease and each and all of its provisions.
(o) Defined Terms and Marginal Headings. The words “Landlord” and “Tenant” as used herein shall include the plural as well
as the singular and for purposes of Articles 5, 7, 13 and 18, the term Landlord shall include Landlord, its employees, contractors and
agents. If more than one person is named as Tenant the obligations of such persons are joint and several. The marginal headings and
titles to the articles of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part
hereof.
(p) Conflict of Laws; Prior Agreements; Separability. This Lease shall be governed by and construed pursuant to the laws of the
State of Oregon. This Lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in
this Lease. No prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose. No
provision of this Lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective
successors in interest. The illegality, invalidity or unenforceability of any provision of this Lease shall in no way impair or invalidate
any other provision of this Lease, and such remaining provisions shall remain in full force and effect.
(q) Authority. If either Landlord or Tenant is a corporation, each individual executing this Lease on behalf of Landlord or
Tenant hereby covenants and warrants that Landlord or Tenant is a duly authorized and existing corporation, that Tenant has and is
qualified to do business in the State, that the corporation has full right and authority to enter into this Lease, and that each person
signing on behalf of the corporation is authorized to do so. If Landlord or Tenant is a partnership or trust, each individual executing
this Lease on behalf of Landlord or Tenant hereby covenants and warrants that he is duly authorized to execute and deliver this Lease
on behalf of Landlord or Tenant in accordance with the terms of such entity’s partnership or trust agreement. Each party to this Lease
shall provide the other party on demand with such evidence of such authority as the other party shall reasonably request, including,
without limitation, resolutions, certificates and opinions of counsel.
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