Indemnification by Sublandlord. Sublandlord shall not take any action or do or perform any act or fail to perform any act which would result in the failure or breach of any of the covenants, agreements, terms, provisions or conditions of the Master Lease on the part of the Tenant thereunder. Sublandlord hereby agrees to indemnify and hold Subtenant harmless from and against any and all claims, losses, and damages, including but limited to, reasonable attorney’s fees and disbursements, which may at any time be asserted against Subtenant arising out of such failure or breach.
Indemnification by Sublandlord. Sublandlord agrees to indemnify Subtenant and hold Subtenant harmless from and against any and all claims, damages, costs and expenses (including reasonable attorneys' fees) arising from (i) the breach or default by Sublandlord of any term, covenant, or agreement on the part of Sublandlord to be performed pursuant to the terms of this Sublease or the Master Lease Premises due to the gross negligence or willful misconduct of Sublandlord; or (ii) any damage or injury to persons or property occurring upon or in connection with the use or occupancy of the Premises due to the gross negligence or willful misconduct of Sublandlord. In case any action or proceeding is brought against Subtenant by reason of any such claim, Sublandlord, upon notice from Subtenant, covenants to diligently defend such action or proceeding, and to retain legal counsel reasonably satisfactory to Subtenant in connection therewith.
Indemnification by Sublandlord. 11 Section 8.04 Indemnification by Subtenant.............................................................. 12
Indemnification by Sublandlord. A. Upon and after the Commencement Date, Sublandlord shall, and hereby does agree, at its sole cost and expense, to defend, indemnify, protect and save harmless Subtenant, its directors, officers, employees, successors and assigns (collectively "Subtenant's Group") from and against any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, actions, proceedings, costs, disbursements and/or expenses (including without limitation, reasonable attorneys', expert witness and consultant fees and disbursements, whether incurred as the result of a third party claim or a claim to enforce this Agreement) (collectively "Loss and Expense") which may be imposed upon, incurred by or asserted or awarded against any member or all of Subtenant's Group resulting from or arising out of any of the following:
1. Sublandlord's noncompliance with, or violation of, any Environmental Law or this Article 8 with regard to the Demised Premises.
2. Sublandlord's continued investigation, monitoring and/or remediation of a Hazardous Substance, contamination, pollution or other environmental condition existing at the Demised Premises prior to or as of the Commencement Date.
3. Any Environmental Claim under Environmental Laws currently in effect or which come into effect after the Commencement Date, related to the presence of a Hazardous Substance, Release, contamination, pollution or other environmental condition existing at the Demised Premises prior to or as of the Commencement Date or wastes or materials sent from the Demised Premises prior to or as of the Commencement Date, even if such Environmental Claim is not asserted until after the Commencement Date.
4. Any Release of a Hazardous Substance at, in, on, under or about the Demised Premises prior to or as of the Commencement Date, even if such Release is not discovered until after the Commencement Date, including the extent to which such Release continues on and after the Commencement Date, and any Hazardous Substances which migrate through the soils or groundwater of the Demised Premises at any time during the Term, except to the extent the existence of such Hazardous Substances is caused by any Subtenant Parties.
Indemnification by Sublandlord. Sublandlord hereby agrees to protect, defend, indemnify and hold Subtenant harmless from and against any and all liabilities, claims, expenses, losses and damages, including, without limitation, reasonable attorneys' fees, costs and disbursements, that may at any time be asserted against Subtenant by Master Landlord for failure of Sublandlord to perform any of the covenants, agreements, terms, provisions or conditions contained in the Master Lease or Sublease that Sublandlord is obligated to perform, and as a result of Sublandlord's and/or any persons use and/or occupancy of the Subleased Premises, except to the extent any of the foregoing is caused by the negligence or willful misconduct of Subtenant or the breach of the Sublease by Subtenant. The provisions of this Section shall survive the expiration or earlier termination of the Master Lease and/or this Sublease.
Indemnification by Sublandlord. Sublandlord, at Sublandlord’s expense, shall comply with all applicable Environmental Laws with respect to Sublandlord’s use and occupancy of the Premises. Sublandlord shall and hereby does indemnify, defend and hold Subtenant harmless from and against any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitation, reasonable attorneys’ fees, consultant fees and expert fees) to the extent arising from any of the following first occurring after the Commencement Date: (i) non-compliance by Sublandlord or its agents, contractors, employees, customers, invitees or licensees with applicable Environmental Laws with respect to Sublandlord’s use and occupancy of the Premises; or (2) the release on, under or from the Premises of Hazardous Materials to the environment by Sublandlord or its agents, contractors, employees, customers, invitees or licensees. Sublandlord shall be solely responsible for the maintenance and repair of any concrete pits on the Premises provided, however, that Subtenant shall be responsible at its sole cost and expense for the repair of any damage to such concrete pits to the extent caused by Subtenant’s use thereof. The foregoing indemnities shall survive the expiration or earlier termination of this Sublease.
Indemnification by Sublandlord. Subject to Paragraph 12 and Paragraph 19(j) hereof, Sublandlord hereby indemnifies and agrees to defend and hold Subtenant harmless from and against any and all costs, claims, actions, actual damages, demands, expenses (including attorney's fees), injuries, judgments, liabilities, losses and suits, suffered, sustained or incurred by Subtenant in connection with or as a result of any accident, act or omission, claim, hazard, injury, violation of any health, fire, zoning, building or safety code, ordinance or regulation caused by Sublandlord, or its agents, invitees, or contractors, or those occurring during the period commencing on July 1, 2001 (being the Commencement Date of the Master Lease) and terminating on the date immediately prior to the Sublease Term Commencement Date (such period, the "SUBLANDLORD OCCUPANCY PERIOD") including, without limitation, the Americans with Disabilities Act (except for claims requiring that physical changes be made to the Premises), death or damage to person or property arising, directly or indirectly, in whole or in part, out of the business conducted in, or the use or occupancy of the Premises during the Sublandlord Occupancy Period, or occurring in, on or about the Premises, or any portion thereof during the Sublandlord Occupancy Period, or arising, directly or indirectly, in whole or in part, from any act or omission of Sublandlord or its licensees, servants, agents, employees or contractors during the Sublandlord Occupancy Period or the breach or default by Sublandlord during the Sublandlord Occupancy Period or the Sublease Term of any term, provision, covenant, or condition contained in the Master Lease or this Sublease except for any such breach or default caused by or resulting from a default or breach of Subtenant of Subtenant's obligations hereunder. The scope of this indemnification shall, at Subtenant's option, include, but not be limited to, defending or resisting, with attorneys satisfactory to Subtenant, any action, suit, claim or proceeding that may be filed, instituted or brought against Subtenant or to which Subtenant may be made a party. This indemnification shall not, however, include any consequential damages. In addition, but subject to Paragraph 12 hereof, Sublandlord also hereby indemnifies Subtenant and agrees to defend and hold Subtenant harmless from and against any and all actions, claims, costs, actual damages, demands, expenses (including attorneys' fees), injuries, judgments, liabilities, los...
Indemnification by Sublandlord. Except to the extent any liability, damage, cost, or expense results directly from the negligence or willful misconduct of Subtenant or its employees, agents or contractors, Sublandlord shall indemnify, defend, and hold Subtenant, and its employees and 9 agents, harmless from and against any liability, damage, cost, or expense of any kind or nature, including court costs and reasonable attorneys’ fees, which Subtenant may incur by reason of the negligence or willful misconduct on the part of Sublandlord, its employees, and agents, or by reason of the failure by Sublandlord to perform or obey the terms of this Sublease. Notwithstanding the foregoing, except for the negligence or willful misconduct of Sublandlord, its employees and agents as provided above, Sublandlord shall not be liable to Subtenant for any loss suffered by Subtenant under any circumstance, including, but not limited to circumstances arising in connection with (i) the negligence of Prime Landlord, its agents, servants, invitees, contractors, or subcontractors; (ii) defects, errors, or omissions in the construction or design of the Sublease Premises or the Premises, including the struct ural and nonstructural portions thereof; (iii) the loss of or injury to Subtenant, Subtenant’s property, or any item or action for which Subtenant is legally liable, from any cause whatsoever, including, but not limited to, theft or burglary; or (iv) any inspection, repair, alteration, addition, or the failure thereof undertaken or failed to be undertaken by Prime Landlord.
Indemnification by Sublandlord. Except to the extent caused by the negligence or willful misconduct of Subtenant, Sublandlord shall defend, indemnify, and hold harmless Subtenant from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) in any way arising out of, relating to, or connected with (a) any act or omission of a Sublandlord Party that constitutes a default under the Lease or the 2019 Sublease, (b) any negligence or willful misconduct of a Sublandlord Party (defined below), and (c) the use or occupancy of the Premises, the Building, or the land or any part thereof by a Sublandlord Party. Sublandlord assumes all risk of damage or loss to its property or injuries or death to persons, in, on, or about the Premises prior to the Move-in Date, from all causes, except to the extent such damage or loss is caused by the negligence or willful misconduct of Subtenant and/or its agents, contractors, or employees. The provisions of this section shall survive the expiration or earlier termination of this Sublease. As used in this Sublease, a "Sublandlord Party" refers individually and collectively to Sublandlord and/or any of Sublandlord's agents, employees, affiliates, contractors, invitees, subtenants, licensees, assignees, or anyone claiming by, through or under Sublandlord.
Indemnification by Sublandlord. Sublandlord shall indemnify, defend, protect, and hold Subtenant harmless from and against all actions, claims which may be brought or made against Subtenant or which Subtenant may pay or incur to the extent caused by (i) a breach of this Sublease or the Master Lease by Sublandlord, (ii) the negligence or willful misconduct of Sublandlord or its agents, officers, directors, invitees or guests or (iii) obligations of Sublandlord which arise prior to the commencement date of this Sublease.
