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Exhibit 1
<br />INDEMNIFICATION.
<br />a. LESSEE's Indemnity. LESSEE shall indemnify, defend and hold
<br />LESSOR, its officers, employees, successors and assigns harmless from and against any and all
<br />loss, cost, claim, liability ("Claims") occurring on the Property and arising out of or connected
<br />with the negligence or willful misconduct of LESSEE, its officers, agents, employees, or
<br />contractors except for Claims arising out of (i) the negligence or willful misconduct of LESSOR,
<br />its officers, agents, employees, successors, assigns, or contractors; (ii) violation of law by
<br />LESSOR, its officers, agents, employees, or contactors; (iii) the breach or any duty or obligation
<br />by LESSOR under this Agreement; or (iv) any condition relating to the Premises which LESSEE
<br />has no obligation to repair or maintain.
<br />b. LESSOR's Indemnity. LESSOR shall indemnify, defend and hold
<br />LESSEE, its officers, employees, successors and assigns harmless from and against any and ajl
<br />Claims occurring on the Property and arising out of or connected with the negligence or willful
<br />misconduct of LESSOR, its officers, agents, employees, or contractors, including, but not limited
<br />to City Business as defined in Section 15 below, except for Claims arising out of (i) the
<br />negligence or willful misconduct of LESSEE, its officers, agents, employees, or contractors; (ii)
<br />violation of law by LESSEE, its officers, agents, employees, or contractors; (iii) the breach of
<br />any duty or obligation by LESSEE under this Agreement; or (iv) any condition relating to the
<br />Premises which LESSOR has no obligation repair or maintain.
<br />C. Neither Parry shall be liable to the other, or any of their respective agents,
<br />representatives or employees for any lost revenue, lost profits, loss of technology, rights or
<br />services, incidental, punitive, indirect, special or consequential damages, loss of data or
<br />interruption or loss of use of service, even it advised of the possibility of such damages, whether
<br />under theory of contract, tort (including negligence), strict liability or otherwise.
<br />10. INSURANCE.
<br />a. The Parties hereby waive and release any and all rights of action for
<br />negligence against the other which may hereafter arise on account of damage to the Premises or
<br />to the Property, resulting from any fire, or other casualty of the kind covered by standard fire
<br />insurance policies with extended coverage, regardless of whether or not, or in what amounts,
<br />such insurance is now or hereafter carried by the Parties, or either of them. These waivers and
<br />releases shall apply between the Parties and they shall also apply to any claims under or through
<br />either Party as a result of any asserted right of subrogation. All such policies of insurance
<br />obtained by either Party concerning the Premises or the Property shall waive the insurer's right
<br />of subrogation against the other Party.
<br />b. Lessee shall maintain Commercial General Liability Insurance which
<br />affords coverage at least as broad as Insurance Services Office "occurrence" form or its
<br />substantial equivalent including products/completed operations and contractual liability, with
<br />limits of liability of $1,000,000 per occurrence and $2,000,000 general aggregate for covered
<br />claims arising out of this Agreement. If written with an aggregate, the aggregate shall be double
<br />the each occurrence limit. Such insurance shall provide or be endorsed to the effect it will:
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