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REV: 07-15-24 VR
<br />use, introduce to the Premises, generate, manufacture, produce, store, release, discharge or
<br />dispose of, on, under or about the Premises or transport to or from the Premises any
<br />Hazardous Material (as defined below) or allow its employees, agents, contractors, invitees
<br />or any other person or entity to do so. Tenant warrants that it shall not make any use of the
<br />Premises which may cause contamination of the soil, the subsoil or ground water. Tenant
<br />shall keep and maintain the Premises in compliance with, and shall not cause or permit the
<br />Premises to be in violation of any and all federal, state or local laws, ordinances, rules or
<br />regulations pertaining to health, industrial hygiene or the environmental conditions on,
<br />under or about the Premises. Tenant shall give immediate written notice to Landlord of (i)
<br />any action, proceeding or inquiry by any governmental authority or any third party with
<br />respect to the presence of any Hazardous Material on the Premises or the migration thereof
<br />from or to other property or (ii) any spill, release or discharge of Hazardous Materials that
<br />occurs with respect to the Premises or Tenant's operations.
<br />(i) Tenant shall indemnify and hold harmless Landlord, its
<br />directors, officers, employees, agents, successors and assigns (collectively, for purposes of
<br />this Section 5.2, “Landlord”) from and against any and all claims arising from Tenant's
<br />use of the Premises in violation of this section. The indemnity shall include all costs, fines,
<br />penalties, judgments, losses, attorney's fees, expenses and liabilities incurred by Landlord
<br />for any such claim or any action or proceeding brought thereon including, without
<br />limitation, (a) all foreseeable consequential damages including without limitation loss of
<br />rental income and diminution in property value; and (b) the costs of any cleanup,
<br />detoxification or other ameliorative work of any kind or nature required by any
<br />governmental agency having jurisdiction thereof, including without limitation all costs of
<br />monitoring and all fees and expenses of consultants and experts retained by Landlord. This
<br />indemnity shall survive the expiration or termination of this Lease. In any action or
<br />proceeding brought against Landlord by reason of any such claim, upon notice from
<br />Landlord if Landlord does not elect to retain separate counsel, Tenant shall defend the same
<br />at Tenant's expense by counsel reasonably satisfactory to Landlord.
<br />(ii) As used herein, the term “Hazardous Material” shall mean
<br />any substance or material which has been determined by any state, federal or local
<br />governmental authority to be capable of posing a risk of injury to health, safety or property,
<br />including all of those materials and substances designated as hazardous or toxic by the city
<br />in which the Premises are located, the U.S. Environmental Protection Agency, the
<br />Consumer Product Safety Commission, the Food and Drug Administration, the California
<br />Water Resources Control Board, the Regional Water Quality Control Board, San Francisco
<br />Bay Region, the California Air Resources Board, CAL/OSHA Standards Board, Division
<br />of Occupational Safety and Health, the California Department of Food and Agriculture, the
<br />California Department of Health Services, and any federal agencies that have overlapping
<br />jurisdiction with such California agencies, or any other governmental agency now or
<br />hereafter authorized to regulate materials and substances in the environment.
<br />6. Notices. Any notice required or permitted to be given hereunder must be in writing
<br />and may be given by personal delivery, mail, or by recognized overnight courier. If notice
<br />is given by personal delivery, such notice shall be deemed to be given upon delivery, if
<br />notice is given by registered or certified mail addressed to Tenant at the Building or to
<br />ATTY/AGR.2024.108/Sequoia Healthcare District (Office Lease Agreement) (Page 7 of 23)
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