Except for Landlord’s gross negligence, willful misconduct, or breach of this Lease, Tenant shall indemnify, protect, defend and hold harmless the Premises, Building, Landlord and its agents and representatives, partners and lenders, from and against any and all claims, loss of rents and/or damages, costs, liens, judgments, penalties, permits, attorneys’ and consultants’ fees, expenses and/or liabilities arising out of, involving, or dealing with any act, omission or neglect of Tenant, its agents, contractors, or employees, and out of any Default or Event of Default by Tenant in the performance in a timely manner of any obligation on Tenant’s part to be performed under this Lease. The foregoing shall include, but not be limited to, the defense or pursuit of any claim or any action or proceeding involved therein, and whether or not (in the case of claims made against Landlord) litigated and/or reduced to judgment, and whether well founded or not. In case any action or proceeding be brought against Landlord by reason of any of the foregoing matters, Tenant upon notice from Landlord shall defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord and Landlord shall cooperate with Tenant in such defense. Landlord need not have first paid any such claim in order to be so indemnified. Except for Landlord’s gross negligence, willful misconduct, or breach of this Lease, Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises and Project arising from any cause and Tenant hereby waives all claims in respect thereof against Landlord. Tenant’s obligations under the provisions of this Section 12.1 shall survive the expiration of the Term or earlier termination of this Lease. Landlord shall indemnify, protect, defend and hold harmless Tenant from and against any and all claims, loss of rents and/or damages, costs, liens, judgments, penalties, permits, attorneys’ and consultants’ fees, expenses and/or liabilities arising out of, involving, or dealing with any act, omission or neglect of Landlord or its agents, contractors or employees, and out of any Default or Event of Default by Landlord in the performance in a timely manner of any obligation on Landlord’s to be performed under this Lease. Each of Landlord’s and Tenant’s obligations under the provisions of this Section 12.1 shall survive the expiration of the Term or earlier termination of this Lease.