Common use of INDEMIFICATION Clause in Contracts

INDEMIFICATION. In addition to any indemnity obligations set forth in the Master Lease and incorporated by reference herein and not in limitation thereof, Sublessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and Sublessor and their agents, partners and lenders, from and against any and all Claims (as defined in the Master Lease) arising out of, involving, or in connection with, the use and/or occupancy of the Premises by Sublessee or Sublessee’s failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease; provided that nothing in the foregoing will require Sublessee to indemnify Sublessor for any Claims to the extent arising out of the negligence or willful misconduct of Sublessor, its agents or employees. If any action or proceeding is brought against Lessor or Sublessor by reason of any of the foregoing matters, Sublessee shall upon notice defend the same at Sublessee’s expense by counsel reasonably satisfactory to Lessor and Sublessor, and Sublessor shall cooperate with Sublessee in such defense. Sublessor will indemnify Sublessee for Sublessor’s breach of Sublessor’s obligations under the Master Lease to the extent such breach was not caused or contributed to by Sublessee, its agents or employees. Nothing in this Section shall be deemed to affect Sublessor’s right to indemnification for liability or liabilities arising prior to termination of this Sublease for personal injury or property damage under any other indemnification or other provision of this Sublease.

INDEMIFICATION. In addition to any indemnity obligations set forth in the Master Lease and incorporated by reference herein and not in limitation thereof, Sublessee Each PARTY shall indemnify, protect, defend indemnify and hold harmless the Premisesother PARTY and each and every of its officers, Lessor and Sublessor and their directors, partners, agents, partners servants, employees, affiliates, parent, subsidiaries or respective successors and lendersassigns of, from and against any and all Claims (claims, demands and suits, actions, and liabilities, losses, damages, and/or judgments, which may arise therefrom, as defined well as against any fees, costs, charges or expenses which PSE&G or VENTURE, its officers, directors, partners, agents, servants, employees, affiliates, parent, subsidiaries or respective successors and assigns, incur in the Master Lease) arising defense of any such claims, suits, actions or similar such demands made or filed by any third- party, which in any manner arise out of, involvingrelate to, or in connection withresult from negligence, strict liability or breach of this AGREEMENT by the indemnifying PARTY including but not limited to the design, construction, engineering, installation, operation, maintenance, repair, replacement, supervision, inspection, testing, protection, reinforcement, reconstruction, decommissioning, removal, use, control or ownership of its facilities. In case a claim is asserted or action brought against either PARTY as to which it believes it is entitled to indemnification under this ARTICLE XIII, the use and/or occupancy PARTY seeking indemnification shall promptly notify the other in writing of the Premises by Sublessee such claim or Sublessee’s failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease; provided that nothing action. Prompt notice as contemplated in the foregoing will require Sublessee preceding sentence shall mean such notice as would be required to enable the indemnitor to assert and prosecute appropriate defenses relative to such claim or such action in a timely fashion. If the PARTY seeking indemnification fails to give the other PARTY prompt notice of any claim or action as provided in this ARTICLE XIII, that PARTY shall have no obligation to indemnify Sublessor pursuant to this ARTICLE XIII. Upon receipt of such notice request for indemnification, that PARTY shall promptly make a determination of whether it believes it is required to indemnify and shall promptly notify the PARTY seeking indemnification in writing of that determination. If the PARTY to whom such notice and request is directed determines that it is required to indemnify the other PARTY pursuant to this ARTICLE XIII, it shall Assume the defense of such claim or action, including the employment of counsel and shall assume thereafter the payment of all costs and expenses relative to the defenses of such claim or action. The non-indemnifying PARTY shall cooperate in all reasonable respects with the indemnifying PARTY in the defense of such claim or action. The non-indemnifying PARTY shall have the right, at its own expense, to employ separate counsel in any such action and to participate in the defense thereof. The indemnifying PARTY shall not be liable for any Claims settlement of any such claim or action effected without its consent. Before settling any claim or action, the indemnifying PARTY shall demonstrate to the extent arising out of the negligence other that it has sufficient financial means or willful misconduct of Sublessor, its agents or employees. If any action or proceeding is brought against Lessor or Sublessor by reason of any of the foregoing matters, Sublessee shall upon notice defend the same at Sublessee’s expense by counsel reasonably satisfactory has made adequate arrangements to Lessor and Sublessor, and Sublessor shall cooperate with Sublessee in such defense. Sublessor will indemnify Sublessee for Sublessor’s breach of Sublessor’s obligations under the Master Lease to the extent such breach was not caused or contributed to by Sublessee, its agents or employees. Nothing in this Section shall be deemed to affect Sublessor’s right to indemnification for liability or liabilities arising prior to termination of this Sublease for personal injury or property damage make all payments under any other indemnification or other provision of this Subleasesuch settlement as and when due.