Indemnification by Subtenant. Subtenant 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. Subtenant hereby agrees to indemnify and hold Sublandlord harmless from and against any and all claims, losses and damages, including, without limitation, reasonable attorneys’ fees and disbursements, which may at any time be asserted against Sublandlord by (a) Master Landlord for failure of Subtenant to perform any of the covenants, agreements, terms, provisions or conditions contained in the Master Lease which by reason of the provisions of this Sublease, Subtenant is obligated to perform, or (b) any person by reason of Subtenant’s use and/or occupancy of the Subleased Premises. In each and every instance in which Subtenant fails to perform its obligations and/or comply with all of the terms and provisions to be performed by Subtenant with regard to the Subleased Premises as the “Tenant” under the Master Lease, Sublandlord may, but shall not be obligated to, with regard to the Subleased Premises, take such actions against Subtenant as Master Landlord may take or have under the Master Lease. As between Sublandlord and Subtenant, in the event of any conflict between any of the terms and conditions of the Master Lease and this Sublease, this Sublease shall prevail and control.
Indemnification by Subtenant. Subtenant agrees to indemnify Sublandlord and hold Sublandlord harmless from and against any and all claims, damages, costs and expenses (including reasonable attorneys’ fees) arising from (i) the breach or default by Subtenant of any term, covenant, or agreement on the part of Subtenant to be performed pursuant to the terms of this Sublease or the Master Lease; (ii) any damage or injury to persons or property occurring upon or in connection with the use or occupancy of the Subleased Premises resulting from any act or omission of Subtenant, its agents, contractors, servants, employees, invitees, concessionaires or licensees; or (iii) any injury or damage to the person, property, or business of Subtenant, its employees, agents, contractors, or invitees entering upon the Subleased Premises, provided, however, and notwithstanding anything to the contrary contained in this section, Subtenant shall not be obligated to indemnify Sublandlord against any such loss, cost, damage, expense or liability to the extent caused by Sublandlord’s gross negligence or willful misconduct. In case any action or proceeding is brought against Sublandlord by reason of any such claim, Subtenant, upon notice from Sublandlord, covenants to diligently defend such action or proceeding, and to retain legal counsel reasonably satisfactory to Sublandlord in connection therewith.
Indemnification by Subtenant. Subtenant does hereby indemnify and hold harmless Sublandlord and Overlandlord from and against any and all losses, costs, damages, expenses, fees, charges, costs of settlement, and liabilities, including, without limitation, reasonable attorneys’ fees and disbursements, incurred or paid by Sublandlord or Overlandlord, and shall defend Sublandlord and Overlandlord against all claims, assertions, actions, proceedings and suits relating to: (i) the conduct of Subtenant’s business in, or use or occupancy of, the Subleased Premises; (ii) any accidents, damages or injuries to persons or property occurring in, on or about the Subleased Premises, other than accidents, damages or injuries caused by Sublandlord or Overlandlord or their respective officers, employees, agents or contractors; (iii) any breach or default by Subtenant in the observance or performance of the covenants and agreements contained herein, or the Xxxxxxxxx as incorporated herein by reference; (iv) any work done in or to the Subleased Premises by Subtenant or Subtenant’s contractors, agents or employees; (v) any act, omission or negligence on the part of Subtenant and/or its officers, employees, agents, customers, contractors or invitees, or any person claiming through or under Subtenant; or (vi) any losses of or damages to property, injuries to person, or claims of other Subtenants or occupants of Subtenant or of any other tenant or occupant of the Building, arising out of or in connection with any alterations, additions or improvements in or to the Subleased Premises by Subtenant or Subtenant’s contractors, agents or employees, or acts, omissions or negligence in connection herewith.
Indemnification by Subtenant. Subtenant hereby agrees to protect, defend, indemnify and hold Sublandlord 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 Sublandlord by Master Landlord for failure of Subtenant to perform any of the covenants, agreements, terms, provisions or conditions contained in the Master Lease or Sublease that Subtenant is obligated to perform, and as a result of Subtenant'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 Sublandlord or the breach of the Sublease by Sublandlord. The provisions of this Section shall survive the expiration or earlier termination of the Master Lease and/or this Sublease.
Indemnification by Subtenant. A. Upon and after the Commencement Date, Subtenant shall, and hereby does agree, at its sole cost and expense, to defend, indemnify, protect and save harmless Sublandlord, its directors, officers, employees, successors and assigns (collectively "Sublandlord's Group") forever (except as otherwise provided below) from and against any and all Loss and Expense which may be imposed upon, incurred by or asserted or awarded against any member or all of Sublandlord's Group resulting from or arising out of any of the following(to the extent not a liability of Sublandlord under Section 8.02 hereof or under the Purchase Agreement):
Indemnification by Subtenant. Subtenant shall defend, indemnify, and hold Master Landlord, Sublandlord and their respective agents, officers, directors, employees, and contractors harmless against and from any and all injuries, costs, expenses, liabilities, losses, damages, injunctions, suits, actions, fines, penalties, and demands of any kind or nature (including reasonable attorneys' fees) arising in connection with any and all third party claims arising out of (a) injuries occurring within the Sublease Premises; (b) any intentional acts or negligence of Subtenant or Subtenant's agents, employees, or contractors; (c) any breach or default in the performance of any obligation on Subtenant's part to be performed under this Sublease; or (d) the failure of any representation or warranty made by Subtenant herein to be true when made. This indemnity does not include the intentional or negligent acts or omissions of Sublandlord or its agents, officers, contractors or employees. This indemnity shall survive termination of this Sublease only as to claims arising out of events that occur prior to termination of the Sublease.
Indemnification by Subtenant. Except to the extent caused by the negligence or willful misconduct of Sublandlord, Subtenant shall defend (with counsel reasonably approved by Sublandlord), indemnify, and hold harmless Sublandlord 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 breach, default or failure to perform on the part of a Subtenant Party under this Sublease, (b) any act or omission of a Subtenant Party that constitutes a default under the Lease, (c) any activity, work, or other thing done, permitted, or suffered by Subtenant or a Subtenant Party in or about the Premises, the Building, or the land or any part thereof, and any negligence or willful misconduct of a Subtenant Party, (d) the use or occupancy of the Premises, the Building, or the land or any part thereof by a Subtenant Party, and (e) any actions taken by Sublandlord following Subtenant's request of Sublandlord to take action pursuant to the terms hereof or the Lease. Subtenant assumes all risk of damage or loss to its property or injuries or death to persons, in, on, or about the Premises from and after the Move-in Date, from all causes, except to the extent such damage or loss is caused by the negligence or willful misconduct of Sublandlord 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 "Subtenant Party" refers individually and collectively to Subtenant and/or any of Subtenant's agents, employees, affiliates, contractors, invitees, subtenants, licensees, assignees, or anyone claiming by, through or under Subtenant.
Indemnification by Subtenant. Subtenant shall and hereby does indemnify, defend and hold Sublandlord 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 that occurs on or following the Commencement Date: (i) the presence of Hazardous Material on the Subleased Premises or the Premises caused or permitted by Subtenant or its agents, contractors, employees, customers, invitees or licensees, that results in the release of any Hazardous Material on, under or from the Subleased Premises or the Premises in violation of Environmental Law or that requires investigation or remediation under Environmental Law, (ii) the violation of Environmental Law by Subtenant or its agents, contractors, employees, customers, invitees or licensees; (iii) the breach by Subtenant or its agents, contractors, employees, customers, invitees or licensees of the provisions of Section 18 of this Sublease or the environmental provisions of the Prime Lease Without limiting the foregoing, if the presence of any Hazardous Material on the Subleased Premises or the Premises solely caused or permitted by Subtenant results in any contamination of the Subleased Premises or the Premises, Subtenant shall promptly take all actions required under applicable law to investigate and remediate such contamination; provided that Prime Landlord’s and Sublandlord’s reasonable approval of such actions shall first be obtained, which approval shall not be unreasonably withheld. The foregoing indemnity shall survive the expiration or earlier termination of this Sublease.
Indemnification by Subtenant. Subtenant shall protect, defend, indemnify and hold Sublandlord, its agents, employees and contractors harmless from and against any and all claims, damages, demands, penalties, costs, liabilities, losses, and expenses (including reasonable attorneys' fees and expenses at the trial and appellate levels) to the extent (a) arising out of or relating to any act, omission, negligence, or willful misconduct of Subtenant or Subtenant's agents, employees, contractors, customers or invitees in or about the Subleased Premises, the Building or the Common Areas, (b) arising out of or relating to any of Subtenant's Property, or (c) arising out of any other act or occurrence within the Subleased Premises, in all such cases except to the extent of personal injury caused directly by the negligence or willful misconduct of Sublandlord agents, employees or contractors. Nothing contained in this Section 8.02 shall limit (or be deemed to limit) the waivers contained in Section 8.05 below. In the event of any conflict between the provisions of Section 8.05 below and this Section 8.02, the provisions of Section 8.05 shall prevail. This Section 8.02 shall survive the expiration or earlier termination of this Sublease.
Indemnification by Subtenant. The Sublessor shall not be liable for any damage, loss or injury to person, property or business, or resulting from the loss of use thereof, which may be sustained by the Subtenant or any other person, as a consequence of the failure, breakage, leakage or obstruction of the water, plumbing, steam, sewer, waste or soil pipes, roof, drains, leaders, gutters, valleys, downspouts or the like, or the electrical, gas, power, conveyor, refrigeration, sprinkler, air conditioning or heating systems, elevators or hoisting equipment; or by reason of the elements; or resulting from the carelessness, negligence or improper conduct on the part of any other Subtenant, any other Subtenants agents. employees, guests, licensees, invitees, sub-tenants, assignees or successors or any other person, or attributable to any interference with, interruption of or failure, beyond the reasonable control of the Sublessor, of any services to be
