Common use of Indemnification of Sublessor Clause in Contracts

Indemnification of Sublessor. (a) Sublessee agrees to indemnify Sublessor against and hold Sublessor harmless from, any and all liabilities, losses, obligations, damages, penalties, claims, costs and expenses (including, without limitation, reasonable attorneys’ fees and other charges and reasonable attorneys’ fees and other charges incurred in connection with the enforcement of this indemnity provision) which are paid, suffered or incurred by Sublessor as a result of (i) any personal injuries or property damage occurring in, on or about the Subleased Premises during the Term, (ii) any work or thing done, or any condition created, by Sublessee in, on or about the Subleased Premises or the Building during the Term, or (iii) any act or omission of Sublessee or Sublessee’s agents, contractors, servants, employees, invitees or licensees during the Term, except to the extent that any of the foregoing indemnified matters is caused by the negligence or willful misconduct of Sublessor or its agents, contractors, servants, employees, invitees or licensees. Notwithstanding anything to the contrary contained in this Sublease, to the full extent permitted by law, in no event shall Sublessee be liable for any consequential, special or punitive damages arising out of any breach or default in the performance or observance of any of the terms, covenants or conditions to be observed or performed by Sublessee under this Sublease, except to the extent such damages are incurred in connection with any holdover in the Subleased Premises by Sublessee. (b) Sublessor agrees to indemnify Sublessee against and hold Sublessee harmless from, any and all liabilities, losses, obligations, damages, penalties, claims, costs and expenses (including, without limitation, reasonable attorneys’ fees and other charges and reasonable attorneys’ fees and other charges incurred in connection with the enforcement of this indemnity provision) which are paid, suffered or incurred by Sublessee as a result of (i) any work or thing done, or any condition created, by Sublessor in, on or about the Subleased Premises or the Building during the Term (except in connection with any actions taken by Sublessor in the exercise of its remedies under this Sublease after a default by Sublessee), or (ii) any act or omission of Sublessor or Sublessor’s agents, contractors, servants, employees, invitees or licensees during the Term, except to the extent that any of the foregoing indemnified matters is caused by the negligence or willful misconduct of Sublessee or its agents, contractors, servants, employees, invitees or licensees. Notwithstanding anything to the contrary contained in this Sublease, to the full extent permitted by law, in no event shall Sublessor be liable for any consequential, special or punitive damages arising out of any breach or default in the performance or observance of any of the terms, covenants or conditions to be observed or performed by Sublessor under this Sublease.

Indemnification of Sublessor. (a) Sublessee agrees to indemnify Sublessor against and hold Sublessor harmless from, any and all liabilities, losses, obligations, damages, penalties, claims, costs and expenses (including, without limitation, reasonable attorneys’ fees and other charges and reasonable attorneys’ fees and other charges incurred in connection with the enforcement of this indemnity provision) which are paid, suffered or incurred by Sublessor as a result of (i) any personal injuries or property damage occurring in, on or about the Subleased Premises during the Term, (ii) any work or thing done, or any condition created, by Sublessee in, on or about the Subleased Premises or the Building during the Term, or (iii) any act or omission of Sublessee or Sublessee’s agents, contractors, servants, employees, invitees or licensees during the Term, except Except to the extent that any of the foregoing indemnified matters is caused by the active negligence or willful misconduct of Sublessor or its agentsAgents, contractors, servants, employees, invitees or licensees. Notwithstanding anything to the contrary contained in this Sublease, to the full extent permitted by law, in no event Sublessee shall Sublessee be liable for any consequential, special or punitive damages arising out of any breach or default in the performance or observance of any of the terms, covenants or conditions to be observed or performed by Sublessee under this Sublease, except to the extent such damages are incurred in connection with any holdover in the Subleased Premises by Sublessee. (b) Sublessor agrees to indemnify Sublessee against and hold Sublessee harmless from, Sublessor from any and all liabilitiesliability, lossesclaims, obligationsloss, damages, penaltiescauses of action (whether in tort or contract, claimslaw or equity, costs or otherwise), expenses, charges, assessments, fines and expenses (penalties of any kind, including, without limitation, reasonable attorneys’ attorney fees, expert witness fees and other charges and reasonable attorneys’ fees and other charges incurred in connection with the enforcement of this indemnity provision) which are paidcosts, suffered or incurred arising by Sublessee as a result reason of (i) the death or injury of any work person, including any person who is an employee, agent, invitee, licensee, permittee, visitor, guest or thing donecontractor of Sublessee, or by reason of damage to or destruction of any property, including property owned by Sublessee or any person who is an employee, agent, invitee, licensee, permittee, visitor, guest or contractor of Sublessee, caused or allegedly caused (1) while that person or property is in or about the Subleased Premises; (2) by some condition of the Subleased Premises; (3) by some act or omission by Sublessee or its Agents, or any condition created, by Sublessor person in, on adjacent, on, or about the Subleased Premises with the permission, consent or sufferance of Sublessee; (4) by any matter connected to or arising out of Sublessee’s occupation and use of the Building during the Term (except in connection with any actions taken by Sublessor in the exercise of its remedies under this Sublease after a default by Sublessee), or Subleased Premises (ii) any act or omission of Sublessor or Sublessor’s agents, contractors, servants, employees, invitees or licensees during the Term, except to the extent that any of the foregoing indemnified matters is caused by the negligence or willful misconduct of Sublessee or its Agents; or (iii) a breach of Sublessee’s obligations, representations or warranties under this Sublease; or (iv) a breach of Sublessee’s obligations under the Master Lease to the extent incorporated herein pursuant to Paragraph 24. In addition, Sublessee shall indemnify and hold Sublessor harmless from any liabilities, losses, claims, damages, penalties, fines, attorney fees, expert fees, court costs, remediation costs, investigation costs, or other expenses resulting from or arising out of the use, storage, treatment, transportation, release, presence, generation or disposal of Hazardous Materials (defined in Section 17.22 of the Master Lease) on, from or about the Subleased Premises, and/or the subsurface or ground water, after the Premises Delivery Date from an act or omission of Sublessee or any of Sublessee’s Agents. If by reason of an act or omission of Sublessee or any of its employees, agents, invitees, licensees, visitors, guests or contractors, servants, employees, invitees Sublessor is made a party defendant or licensees. Notwithstanding anything a cross-defendant to any action involving the contrary contained in Subleased Premises or this Sublease, to the full extent permitted by lawSublessee shall hold harmless and indemnify Sublessor from all liability or claims of liability, in no event shall Sublessor be liable for any consequentialincluding all damages, special or punitive damages arising out attorney fees and costs of any breach or default in the performance or observance of any of the terms, covenants or conditions to be observed or performed by Sublessor under this Subleasesuit.

Indemnification of Sublessor. (a) Sublessee agrees to defend, ---------------------------- indemnify Sublessor against and hold Master Landlord, Sublessor and their respective trustees, directors, officers, shareholders, employees, agents and representatives (collectively, the "Sublessor Indemnified Parties") harmless fromfrom and against all claims, any and all damages, liabilities, losses, obligationsactions, damagescauses of action, penalties, claimsjudgments, costs and expenses (expenses, including, without limitation, reasonable attorneys’ ' fees and other charges and reasonable attorneys’ fees and other charges incurred in connection with the enforcement (collectively, "Claims"), arising out of this indemnity provision) which are paid, suffered or incurred by Sublessor as a result of relating to (i) any personal injuries or property damage occurring in, on or about the Subleased Premises during the Termbreach by Sublessee under this Sublease, (ii) any work or thing doneSublessee's use of the Sublease Premises, the Building, the Cubicles or any condition createdcommon areas, by Sublessee in, on or about (iii) the Subleased Premises or the Building during the Termconduct of Sublessee's business therein, or (iiiiv) any act or omission of Sublessee or Sublessee’s agents's directors, contractors, servantsofficers, employees, agents, representatives, licensees, contractors or invitees in or licensees during about the TermSublease Premises or the Building; provided, except however, that Sublessee shall not be required to so indemnify, defend or hold harmless (a) any of the Sublessor Indemnified Parties to the extent that any of the foregoing indemnified matters is such Claims are directly caused by the negligence or willful misconduct of such Sublessor or its agentsIndemnified Parties, contractors, servants, employees, invitees or licensees. Notwithstanding anything (b) the Sublessor Indemnified Parties to the contrary contained in this Sublease, to the full extent permitted that such Claims are directly caused by law, in no event shall Sublessee be liable for any consequential, special or punitive damages arising out of any a breach or default in the performance or observance of any of the termsMaster Lease by Sublessor, covenants or conditions to be observed or performed by Sublessee under this Sublease, except (c) Master Landlord to the extent such damages Claims are incurred in connection with any holdover in the Subleased Premises by Sublessee. (b) Sublessor agrees to indemnify Sublessee against and hold Sublessee harmless from, any and all liabilities, losses, obligations, damages, penalties, claims, costs and expenses (including, without limitation, reasonable attorneys’ fees and other charges and reasonable attorneys’ fees and other charges incurred in connection with the enforcement of this indemnity provision) which are paid, suffered or incurred by Sublessee as a result of (i) any work or thing done, or any condition created, by Sublessor in, on or about the Subleased Premises or the Building during the Term (except in connection with any actions taken by Sublessor in the exercise of its remedies under this Sublease after a default by Sublessee), or (ii) any act or omission of Sublessor or Sublessor’s agents, contractors, servants, employees, invitees or licensees during the Term, except to the extent that any of the foregoing indemnified matters is directly caused by the negligence or willful misconduct of Sublessee Master Landlord or its agents, contractors, servants, employees, invitees Sublessor. The foregoing indemnification and defense obligations shall survive the expiration or licensees. Notwithstanding anything to the contrary contained in this Sublease, to the full extent permitted by law, in no event shall Sublessor be liable for any consequential, special or punitive damages arising out earlier termination of any breach or default in the performance or observance of any of the terms, covenants or conditions to be observed or performed by Sublessor under this Sublease.

Indemnification of Sublessor. (a) Sublessee agrees shall indemnify, protect, defend with counsel reasonably acceptable to indemnify Sublessor against Sublessor, and hold Sublessor Sublessor, and its officers, directors, employees and agents, harmless from, from and against any and all liabilities, penalties, losses, obligations, damages, penalties, claims, costs and expenses expenses, demands, causes of action, claims or judgments (including, without limitation, reasonable attorneys’ fees and other charges and reasonable attorneys’ fees and other charges incurred in connection with the enforcement of this indemnity provisionexpenses) which are paid(collectively, suffered “Claims”) arising, claimed or incurred against or by Sublessor as a result of Sublessor, or its officers, directors, employees or agents, from any matter or thing arising from (i) the use or occupancy of the Premises or the balance of the Project by Sublessee or any personal injuries sublessee or assignee of Sublessee, or any of their respective officers, directors, employees, agents, licensees and invitees, the conduct of Sublessee’s business, or from any activity, work or other thing done, permitted or suffered by Sublessee in or about the Premises or the balance of the Project; (ii) any accident, injury to or death of Sublessee and/or its officers, directors, employees, agents, invitees or licensees, or loss of or damage to property damage of the foregoing persons occurring in, on or about the Subleased Premises or any part thereof during the Term, (ii) any work or thing done, or any condition created, by Sublessee in, on or about the Subleased Premises or the Building during the Term, or term hereof; (iii) any act breach or omission default in the performance of Sublessee or any obligation on Sublessee’s agentspart or to be performed under the terms of this Sublease; or (iv) the performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof at the request of Sublessee, contractorsor its officers, servantsdirectors, agents and employees; provided that Sublessee shall have no obligation to indemnify, invitees or licensees during the Term, except defend and hold Sublessor harmless from and against any Claims to the extent that any of the foregoing indemnified matters is caused by resulting from the negligence or willful misconduct of Sublessor or from Sublessor’s breach of this Sublease or its agents, contractors, servants, employees, invitees or licenseesbreach of the Master Lease. Notwithstanding anything any provision hereof to the contrary contained contrary, the indemnification provided in this Sublease, to the full extent permitted by law, in no event Section shall Sublessee be liable for survive any consequential, special termination of this Sublease or punitive damages arising out of any breach or default in the performance or observance of any expiration of the terms, covenants Term hereof. Sublessee shall give prompt notice to Sublessor in case of casualty or conditions accidents of a material nature known to be observed or performed by Sublessee under this Sublease, except to the extent such damages are incurred in connection with any holdover in the Subleased Premises by Sublessee. (b) Sublessor agrees to indemnify Sublessee against and hold Sublessee harmless from, any and all liabilities, losses, obligations, damages, penalties, claims, costs and expenses (including, without limitation, reasonable attorneys’ fees and other charges and reasonable attorneys’ fees and other charges incurred in connection with the enforcement of this indemnity provision) which are paid, suffered or incurred by Sublessee as a result of (i) any work or thing done, or any condition created, by Sublessor in, on or about the Subleased Premises or the Building during the Term (except in connection with any actions taken by Sublessor in the exercise of its remedies under this Sublease after a default by Sublessee), or (ii) any act or omission of Sublessor or Sublessor’s agents, contractors, servants, employees, invitees or licensees during the Term, except to the extent that any of the foregoing indemnified matters is caused by the negligence or willful misconduct of Sublessee or its agents, contractors, servants, employees, invitees or licensees. Notwithstanding anything to the contrary contained in this Sublease, to the full extent permitted by law, in no event shall Sublessor be liable for any consequential, special or punitive damages arising out of any breach or default in the performance or observance of any of the terms, covenants or conditions to be observed or performed by Sublessor under this SubleasePremises.

Indemnification of Sublessor. (aExcept to the extent of the indemnified parties’ negligence or willful misconduct and to the extent permitted by law, subject to the waivers contained in Paragraph 13(b) above, Sublessee agrees to indemnify Sublessor against shall indemnify, protect, defend and hold Sublessor harmless fromSublessor, Master Landlord, and their respective officers, directors, partners, employees, attorneys and agents from and against any and all claims, liabilities, demands, causes of action, judgments, damages, losses, obligations, damages, penalties, claims, costs and or expenses (including, without limitation, reasonable attorneys’ fees fees, investigation costs and other charges costs and reasonable attorneys’ fees and other charges incurred expenses) for bodily injury, death and/or property damage arising directly or indirectly in connection with the enforcement of this indemnity provision(a) which are paid, suffered or incurred by Sublessor as a result of (i) any personal injuries or property damage occurring in, on or about the Subleased Premises during the Term, (ii) any work or thing done, or any condition created, by Sublessee in, on or about the Subleased Premises or any portion thereof or the Building during use or occupancy of the TermSubleased Premises and/or the Premises by Sublessee or its employees, agents, contractors and/or invitees, or (iiib) any act or omission of Sublessee or Sublessee’s agents, contractors, servants, employees, invitees or licensees during the Term, except to the extent that any of the foregoing indemnified matters is caused by the negligence or willful misconduct of Sublessor or its agents, contractors, servants, employees, invitees or licensees. Notwithstanding anything to the contrary contained in this Sublease, to the full extent permitted by law, in no event shall Sublessee be liable for any consequential, special or punitive damages arising out of any from a breach or default in the performance or observance of any of the terms, covenants or conditions obligation on Sublessee’s part to be observed or performed by Sublessee under this Sublease, and from all costs, attorneys’ fees, disbursements and liabilities incurred in defense of any such claim. Upon written notice from Sublessor, Sublessee shall defend any such claim, demand, cause of action or suit at Sublessee’s expense by counsel satisfactory to Master Landlord and Sublessor. Sublessee, as a material part of the consideration to Sublessor, hereby assumes all risk of damage to property or injury to persons in, upon or about the Subleased Premises from any cause and Sublessee hereby waives all claims with respect thereto against Sublessor and Master Landlord, except to the extent such damages are incurred in connection with any holdover in the Subleased Premises caused by Sublessee. (b) Sublessor agrees to indemnify Sublessee against and hold Sublessee harmless from, any and all liabilities, losses, obligations, damages, penalties, claims, costs and expenses (including, without limitation, reasonable attorneys’ fees and other charges and reasonable attorneys’ fees and other charges incurred in connection with the enforcement of this indemnity provision) which are paid, suffered or incurred by Sublessee as a result of (i) any work or thing done, or any condition created, by Sublessor in, on or about the Subleased Premises or the Building during the Term (except in connection with any actions taken by Sublessor in the exercise of its remedies under this Sublease after a default by Sublessee), or (ii) any act or omission of Sublessor or Sublessor’s agents, contractors, servants, employees, invitees or licensees during the Term, except to the extent that any of the foregoing indemnified matters is caused by the negligence or willful misconduct misconduct. The foregoing provisions shall survive the expiration or earlier termination of Sublessee or its agents, contractors, servants, employees, invitees or licensees. Notwithstanding anything to the contrary contained in this Sublease, to the full extent permitted by law, in no event shall Sublessor be liable for any consequential, special or punitive damages arising out of any breach or default in the performance or observance of any of the terms, covenants or conditions to be observed or performed by Sublessor under this Sublease.