Indemnity/Hold Harmless. (a) Sublessor shall not be liable to Sublessee or Sublessee’s employees, agents, invitees, licensees or visitors, or to any other person, for any injury to person, or damage to or loss of property on or about the Subleased Premises or the Building arising from any cause whatsoever, except to the extent caused solely by the gross negligence or willful misconduct of Sublessor. Except to the extent caused solely by the gross negligence or willful misconduct of Sublessor, Sublessee shall indemnify, protect, defend with counsel reasonably acceptable to Sublessor and hold harmless Sublessor and Sublessor’s shareholders, directors, officers, employees, agents, affiliates, successors and assigns (collectively, “Sublessor Indemnitees”) from and against any and all Claims caused by or arising in connection with: (i) the use or occupancy of the Subleased Premises, the Building, the Infrastructure Systems and the Personal Property by Sublessee or its employees, contractors, agents, invitees, licensees, permitted sub-sublessees or assignees or permitted sublessees pursuant to Section 32 below; or (ii) the negligence or willful misconduct of Sublessee or its employees, contractors, agents, invitees, licensees or permitted sub-sublessees or assignees; or (iii) a default or breach of Sublessee’s obligations under this Sublease; or (iv) a default or breach of Sublessor’s obligations under the Master Lease to the extent caused by Sublessee’s default or breach of any of its obligations contained in this Sublease; or (v) any negligence, gross negligence or willful misconduct of Sublessee or its agents, employees, contractors, invitees, licensees, permitted sub-sublessees or assignees or permitted sublessees pursuant to Section 32 below in, on or about the Subleased Premises or the Building; or (vi) any failure of Sublessee to surrender the Subleased Premises (or any portion thereof) to Sublessor at the end of the Term hereof (or such sooner date as provided in this Sublease) or otherwise in the condition required hereunder to the extent required pursuant to the terms of this Sublease, or (vii) all Claims for labor or materials furnished or alleged to have been furnished to or for Sublessee at or for use on the Subleased Premises. Sublessee’s indemnification and other covenants provided in this Section 9 shall survive the expiration or termination of this Sublease. (b) Except to the extent caused solely by the gross negligence or willful misconduct of Sublessee but subject to Sections 3.3 and 3.4 above, Sublessor shall indemnify, protect, defend with counsel reasonably acceptable to Sublessee and hold harmless Sublessee and Sublessee’s shareholders, directors, officers, employees, agents, affiliates, successors and assigns (collectively, “Sublessee Indemnitees”) from and against any and all Claims caused by or arising in connection with: (i) a default or breach of Sublessor’s obligations under the Master Lease that is not caused by Sublessee’s default or breach of any of its obligations contained in this Sublease; or (ii) any negligence, gross negligence or willful misconduct of Sublessor or its agents, employees, contractors, invitees, licensees or permitted sub-sublessees or assignees in, on or about the Subleased Premises or the Building; or (iii) all Claims for labor or materials furnished or alleged to have been furnished to or for Sublessor at or for use on the Subleased Premises. Sublessor’s indemnification and other covenants provided in this Section 9 shall survive the expiration or termination of this Sublease.
Appears in 2 contracts
Indemnity/Hold Harmless. (a) Sublessor shall not be liable to Sublessee or Sublessee’s employees, agents, invitees, licensees or visitors, or to any other person, for any injury to person, or damage to or loss of property on or about the Subleased Premises or the Building arising from any cause whatsoever, except to the extent caused solely by the gross negligence or willful misconduct of Sublessor. Except to the extent caused solely by the gross negligence or willful misconduct of Sublessor, Sublessee Both Tenant and Landlord shall indemnify, protect, defend (at Landlord’s request and with counsel reasonably acceptable to Sublessor approved by Landlord) and hold harmless Sublessor each other and Sublessor’s shareholdersboth parties’ affiliates and each of their respective partners, directors, officers, shareholders and employees, agents, affiliates, successors and assigns (collectively, “Sublessor Indemnitees”) harmless from and against any every demand, claim, cause of action, judgment, costs and expense, including, but not limited to, reasonable attorneys’ fees and disbursements of counsel, whether suit is initiated or not, and all Claims caused by loss and damage arising from any injury, loss or arising damage to the person or property of Tenant, any other tenant in connection with: the Property or to any other person rightfully in the Property, (i) occurring in or about the use or occupancy of the Subleased Premises, the Building, the Infrastructure Systems and the Personal Property by Sublessee or its employees, contractors, agents, invitees, licensees, permitted sub-sublessees or assignees or permitted sublessees pursuant to Section 32 below; or (ii) caused by the negligence or willful misconduct of Sublessee Tenant or its Landlord, their affiliates or any of their respective employees, representatives, agents or contractors, agents, invitees, licensees or permitted sub-sublessees or assignees; or (iii) a default resulting from the violation of any legal requirements or breach the provisions of Sublesseethis Lease Agreement by Tenant or Landlord, their affiliates or any of their respective employees, representatives, agents or contractors. Tenant’s and Landlord’s indemnity obligations under this Sublease; Article shall survive the expiration or earlier termination of this Lease Agreement. If any mechanic’s lien is filed against any part of the Property for work, labor or services claimed to have been done for, or materials claimed to have been furnished to, Tenant, such mechanic’s lien shall be discharged by Tenant within ten (iv10) days thereafter, at Tenant’s sole cost and expense, by the payment thereof or by making any deposit required by law or by posting a default or breach of Sublessor’s obligations under the Master Lease to the extent caused by Sublessee’s default or breach bond with such surety, in such amount and in such form as Landlord deems proper. Tenant shall immediately notify Landlord of any of its obligations contained in this Sublease; mechanic’s lien or (v) any negligence, gross negligence or willful misconduct of Sublessee or its agents, employees, contractors, invitees, licensees, permitted sub-sublessees or assignees or permitted sublessees pursuant to Section 32 below in, on or about other lien filed against the Subleased Premises or the Building; or (vi) any failure of Sublessee to surrender the Subleased Premises (Property or any portion thereof) to Sublessor at the end part thereof by a contractor or subcontractor of the Term hereof (or such sooner date as provided in this Sublease) Tenant or otherwise in the condition required hereunder by reason of work claimed to the extent required pursuant to the terms of this Sublease, or (vii) all Claims have been done for labor or materials furnished or alleged claimed to have been furnished to Tenant. If Tenant fails to remove such lien or for Sublessee post such bond within the ten (10) day period following the filing thereof, Landlord may, at or for use its sole discretion and without waiving its rights and remedies based on the Subleased Premises. Sublessee’s indemnification such breach by Tenant and other covenants provided in this Section 9 shall survive the expiration or termination of this Sublease.
(b) Except to the extent caused solely by the gross negligence or willful misconduct of Sublessee but subject to Sections 3.3 and 3.4 above, Sublessor shall indemnify, protect, defend with counsel reasonably acceptable to Sublessee and hold harmless Sublessee and Sublessee’s shareholders, directors, officers, employees, agents, affiliates, successors and assigns (collectively, “Sublessee Indemnitees”) without releasing Tenant from and against any and all Claims caused by or arising in connection with: (i) a default or breach of Sublessor’s obligations under the Master Lease that is not caused by Sublessee’s default or breach of any of its obligations contained obligations, cause such lien to be released by any means it shall deem proper, including payment in this Sublease; satisfaction of the claim giving rise to such lien. Tenant shall, in such event, pay to Landlord at once, upon notice by Landlord, any sum paid by Landlord to remove such lien including reasonable attorneys’ fees, together with interest at the rate of 12% from the date of such payment by Landlord. Landlord shall have the right at all times to post and keep posted on the Premises any notices permitted or (ii) required by applicable law, or that Landlord shall deem proper for the protection of Landlord, the Premises, the Property and any negligenceother party having an interest therein, gross negligence or willful misconduct of Sublessor or its agents, employeesfrom liens. All material suppliers, contractors, inviteesartisans, licensees or permitted sub-sublessees or assignees inmechanics, on or about the Subleased Premises or the Building; or (iii) all Claims for labor or materials furnished or alleged to have been furnished to or for Sublessor at or for use on the Subleased Premises. Sublessor’s indemnification laborers and other covenants provided parties contracting with Tenant for the furnishing of any labor, services, materials, supplies or equipment with respect to any portion of the Premises are hereby charged with notice that they must look solely to Tenant for payment of the same and Tenant’s purchase orders, contracts and subcontracts in connection therewith must clearly state this Section 9 shall survive the expiration or termination of this Subleaserequirement.
Appears in 2 contracts
Samples: Commercial Lease (Celcuity LLC), Commercial Lease (Celcuity LLC)
Indemnity/Hold Harmless. (a) Sublessor shall not be liable to Sublessee or Sublessee’s employees, agents, invitees, licensees or visitors, or to any other person, for any injury to person, or damage to or loss of property on or about the Subleased Premises or the Building arising from any cause whatsoever, except to the extent caused solely by the gross negligence or willful misconduct of Sublessor. Except to the extent caused solely by the gross negligence or willful misconduct of Sublessor, Sublessee shall indemnify, protect, defend with counsel reasonably acceptable to Sublessor and hold harmless Sublessor and Sublessor’s shareholders, directors, officers, employees, agents, affiliates, successors and assigns (collectively, “Sublessor Indemnitees”) from and against any and all Claims caused by or arising in connection with: (i) the use or occupancy of the Subleased Premises, the Building, the Hetch-Hetchy Land, the Infrastructure Systems and the Personal Property by Sublessee or its employees, contractors, agents, invitees, licensees, permitted sub-sublessees or assignees or permitted sublessees pursuant to Section 32 below; or (ii) the negligence or willful misconduct of Sublessee or its employees, contractors, agents, invitees, licensees or permitted sub-sublessees or assignees; or (iii) a default or breach of Sublessee’s obligations under this Sublease; or (iv) a default or breach of Sublessor’s obligations under the Master Lease to the extent caused by Sublessee’s default or breach of any of its obligations contained in this Sublease; or (v) any negligence, gross negligence or willful misconduct of Sublessee or its agents, employees, contractors, invitees, licensees, permitted sub-sublessees or assignees or permitted sublessees pursuant to Section 32 below in, on or about the Subleased Premises Premises, the Building or the BuildingHetch-Hetchy Land; or (vi) any failure of Sublessee to surrender the Subleased Premises (or any portion thereof) to Sublessor at the end of the Term hereof (or such sooner date as provided in this Sublease) or otherwise in the condition required hereunder to the extent required pursuant to the terms of this Sublease, or (vii) all Claims for labor or materials furnished or alleged to have been furnished to or for Sublessee at or for use on the Subleased Premises. Sublessee’s indemnification and other covenants provided in this Section 9 shall survive the expiration or termination of this Sublease.
(b) Except to the extent caused solely by the gross negligence or willful misconduct of Sublessee but subject to Sections 3.3 and 3.4 above, . Sublessor shall indemnify, protect, defend with counsel reasonably acceptable to Sublessee and hold harmless Sublessee and Sublessee’s shareholders, directors, officers, employees, agents, affiliates, successors and assigns (collectively, “Sublessee Indemnitees”) from and against any and all Claims caused by or arising in connection with: (i) a default or breach of Sublessor’s obligations under the Master Lease that is not caused by Sublessee’s default or breach of any of its obligations contained in this Sublease; or (ii) any negligence, gross negligence or willful misconduct of Sublessor or its agents, employees, contractors, invitees, licensees or permitted sub-sublessees or assignees in, on or about the Subleased Premises Premises, the Building or the BuildingHetch-Hetchy Land; or (iii) all Claims for labor or materials furnished or alleged to have been furnished to or for Sublessor at or for use on the Subleased Premises. Sublessor’s indemnification and other covenants provided in this Section 9 shall survive the expiration or termination of this Sublease.
Appears in 1 contract
Samples: Sublease (Sandisk Corp)
Indemnity/Hold Harmless. (a) Sublessor shall not be liable to Sublessee or Sublessee’s employees, agents, invitees, licensees or visitors, or to any other person, for any injury to person, or damage to or loss of property on or about the Subleased Premises or the Building arising from any cause whatsoever, except to the extent caused solely by the gross negligence or willful misconduct of Sublessor. Except to the extent caused solely by the gross negligence or willful misconduct of Sublessor, Sublessee shall indemnify, protect, defend with counsel reasonably acceptable to Sublessor and hold harmless Sublessor and Sublessor’s shareholders, directors, officers, employees, agents, affiliates, successors and assigns (collectively, “Sublessor Indemnitees”) from and against any and all Claims caused by or arising in connection with: (i) the use or occupancy of the Subleased Premises, the Building, the Infrastructure Systems and the Personal Property by Sublessee or its employees, contractors, agents, invitees, licensees, permitted sub-sublessees or assignees or permitted sublessees pursuant to Section 32 below; or (ii) the negligence or willful misconduct of Sublessee or its employees, contractors, agents, invitees, licensees or permitted sub-sublessees or assignees; or (iii) a default or breach of Sublessee’s obligations under this Sublease; or (iv) a default or breach of Sublessor’s obligations under the Master Lease to the extent caused by Sublessee’s default or breach of any of its obligations contained in this Sublease; or (v) any negligence, gross negligence or willful misconduct of Sublessee or its agents, employees, contractors, invitees, licensees, permitted sub-sublessees or assignees or permitted sublessees pursuant to Section 32 below in, on or about the Subleased Premises or the Building; or (vi) any failure of Sublessee to surrender the Subleased Premises (or any portion thereof) to Sublessor at the end of the Term hereof (or such sooner date as provided in this Sublease) or otherwise in the condition required hereunder to the extent required pursuant to the terms of this Sublease, or (vii) all Claims for labor or materials furnished or alleged to have been furnished to or for Sublessee at or for use on the Subleased Premises. Sublessee’s indemnification and other covenants provided in this Section 9 shall survive the expiration or termination of this Sublease.
(b) Except to the extent caused solely by the gross negligence or willful misconduct of Sublessee but subject to Sections 3.3 and Section 3.4 above, Sublessor shall indemnify, protect, defend with counsel reasonably acceptable to Sublessee and hold harmless Sublessee and Sublessee’s shareholders, directors, officers, employees, agents, affiliates, successors and assigns (collectively, “Sublessee Indemnitees”) from and against any and all Claims caused by or arising in connection with: (i) a default or breach of Sublessor’s obligations under the Master Lease that is not caused by Sublessee’s default or breach of any of its obligations contained in this Sublease; or (ii) any negligence, gross negligence or willful misconduct of Sublessor or its agents, employees, contractors, invitees, licensees or permitted sub-sublessees or assignees in, on or about the Subleased Premises or the Building; or (iii) all Claims for labor or materials furnished or alleged to have been furnished to or for Sublessor at or for use on the Subleased Premises. Sublessor’s indemnification and other covenants provided in this Section 9 shall survive the expiration or termination of this Sublease.
Appears in 1 contract
Samples: Sublease (Sandisk Corp)
Indemnity/Hold Harmless. (a) Sublessor Landlord shall not be liable to Sublessee or Sublessee’s employees, agents, invitees, licensees or visitors, or to any other person, Tenant Party for any injury to person, or damage to person or loss property caused by any act, omission or negligence of property any Tenant Party or any other person entering the Project under the express or implied invitation of Tenant, or arising out of the use of the Leased Premises by Tenant on the conduct of its business thereon, or about arising out of any breach or default by Tenant in the Subleased Premises or the Building arising from performance of any cause whatsoever, except to the extent caused solely by the gross negligence or willful misconduct of Sublessor. Except to the extent caused solely by the gross negligence or willful misconduct of Sublessor, Sublessee its obligations under this Lease.
(b) Tenant shall indemnify, protectdefend, defend with counsel reasonably acceptable to Sublessor protect and hold harmless Sublessor all Landlord Parties, Mortgagees and Sublessor’s Superior Lessors and each of their respective partners, shareholders, members, officers, directors, officers, employees, agents, affiliates, successors and assigns agents (including managers) (collectively, “Sublessor "Indemnitees”") from and against any and all Claims Losses, resulting from any claims (i) against the Indemnitees arising from any act, omission or negligence of any Tenant Party or any accident, injury or damage whatsoever in or about the Leased Premises (except to the extent caused by or arising in connection with: (i) the use or occupancy out of the Subleased Premises, the Building, the Infrastructure Systems and the Personal Property by Sublessee or its employees, contractors, agents, invitees, licensees, permitted sub-sublessees or assignees or permitted sublessees pursuant to Section 32 below; or (ii) the negligence or willful misconduct of Sublessee Landlord, Landlord's agents or its employees, contractors, agents, invitees, licensees employees or permitted sub-sublessees any of the Indemnitees) caused to any Person or assignees; or (iii) a default or breach of Sublessee’s obligations under this Sublease; or (iv) a default or breach of Sublessor’s obligations under the Master Lease to the extent caused by Sublessee’s default or breach property of any Person and occurring during the Term or during the period of its obligations contained time, if any, prior to the commencement or following the expiration of the Term that any Tenant Party may have been given access to any portion of the Leased ' Premises for the purpose of performing work or otherwise, in this Sublease; or (v) any negligence, gross negligence or willful misconduct of Sublessee or its agents, employees, contractors, invitees, licensees, permitted sub-sublessees or assignees or permitted sublessees pursuant to Section 32 below in, on or about the Subleased Leased Premises and (ii) against the Indemnitees resulting from any breach, violation or the Building; nonperformance by Tenant of any covenant, condition or (vi) any failure of Sublessee to surrender the Subleased Premises (or any portion thereof) to Sublessor at the end of the Term hereof (or such sooner date as provided in this Sublease) or otherwise in the condition required hereunder to the extent required pursuant to the terms agreement of this Sublease, Lease (including any breach by Tenant of Section 1.07 or (vii) all Claims for labor or materials furnished or alleged to have been furnished to or for Sublessee at or for use on the Subleased Premises. Sublessee’s indemnification and other covenants provided in this Section 9 shall survive the expiration or termination of this Sublease1.08).
(bc) Except to the extent caused solely by the gross negligence or willful misconduct of Sublessee but subject to Sections 3.3 and 3.4 above, Sublessor Landlord shall indemnify, protectdefend, defend with counsel reasonably acceptable to Sublessee protect and hold harmless Sublessee Tenant and Sublessee’s its partners, members, shareholders, directors, officers, employees, agents, affiliates, successors officers and assigns employees (collectively, “Sublessee Indemnitees”) "Tenant Indemnity Parties" from and against any and all Claims Losses, resulting from any claims:
(i) against the Tenant Indemnity Parties arising from any act, omission or negligence of any Landlord Party or any accident, injury or damage whatsoever in or about the Project (except to the extent caused by or arising in connection with: (i) a default out of the willful misconduct or breach of Sublessor’s obligations under the Master Lease that is not caused by Sublessee’s default or breach negligence of any Tenant Party) caused to any Person or to the property of its obligations contained in this Subleaseany Person and occurring during the Term; or and
(ii) against the Tenant Indemnity Parties resulting from any negligencebreach, gross negligence violation or willful misconduct nonperformance by Landlord of Sublessor any covenant, condition or its agents, employees, contractors, invitees, licensees or permitted sub-sublessees or assignees in, on or about the Subleased Premises or the Building; or (iii) all Claims for labor or materials furnished or alleged to have been furnished to or for Sublessor at or for use on the Subleased Premises. Sublessor’s indemnification and other covenants provided in this Section 9 shall survive the expiration or termination agreement of this SubleaseLease (except that in no event shall Landlord be liable for any consequential or other special damages).
Appears in 1 contract
Samples: Lease Agreement (Transcontinental Gas Pipe Line Corp)
