Common use of Release Indemnity Clause in Contracts

Release Indemnity. (a) Sub-Subtenant hereby waives all claims against and releases Sub-Sublandlord and its trustees, members, principals, beneficiaries, partners, officers, directors, employees, mortgagees and agents (the “Sub-Sublandlord Related Parties”) from any claims relating to or arising out of Sub-Subtenant’s tenancy at the Sub-Subleased Premises, other than any claim arising directly out of Sub-Subtenant’s breach of its obligations under this Sub-Sublease or under the Assignment and Assumption Agreement. (b) Except to the extent caused by the negligence or willful misconduct of Sub-Sublandlord or any Sub-Sublandlord Related Parties, Sub-Subtenant shall indemnify, defend and hold Sub-Sublandlord and the Sub-Sublandlord Related Parties harmless from and against any and all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including reasonable attorneys’ fees and other professional fees (if and to the extent permitted by law) (collectively referred to as “Losses”), which may be imposed upon, incurred by or asserted against Sub-Sublandlord or any of the Sub-Sublandlord Related Parties by any third party and arising out of or in connection with any damage or injury occurring in the Sub-Subleased Premises or any acts or omissions (including violations of law) of Sub-Subtenant, the Sub-Subtenant Related Parties (as defined in subparagraph (c) below) or any of Sub-subtenant’s transferees, contractors or licensees (including any breach by Sub-Subtenant of any of its obligations hereunder). (c) Except to the extent caused by the negligence or willful misconduct of Sub-Subtenant or any Sub-Subtenant Related Parties, Sub-Sublandlord shall indemnify, defend and hold Sub-Subtenant, its trustees, members, principals, beneficiaries, partners, officers, directors, employees and agents (“Sub-Subtenant Related Parties”) harmless from and against any and all Losses which may be imposed upon, incurred by or asserted against Sub-Subtenant or any of the Sub-Subtenant Related Parties by any third party and arising out of or in connection with the acts or omissions (including violations of law) of Sub-Sublandlord or the Sub-Sublandlord Related Parties (including any breach by Sub-Sublandlord of any of its obligations hereunder).

Release Indemnity. (a) Sub-Subtenant hereby waives all claims against and releases Sub-agrees that, to the extent not expressly prohibited by law, Sublandlord and its trusteesPrime Lessor, members, principals, beneficiaries, partners, and their respective officers, directors, agent and employees, mortgagees and agents shall not be liable for nor shall rent xxxxx as a result of, any direct or consequential damage (including damage claimed for actual or constructive eviction) either to person or property, sustained by Subtenant or by other persons, due to the “Sub-Sublandlord Related Parties”) from Building or any claims relating to part thereof or arising any appurtenances thereof becoming out of Sub-Subtenant’s tenancy at repair, or due to any act or neglect of any tenant or occupant of the Sub-Subleased PremisesBuilding, or any other than any claim arising directly out of Sub-Subtenant’s breach of its obligations under this Sub-Sublease or under the Assignment and Assumption Agreement. (b) Except person, except to the extent caused by the gross negligence or willful misconduct of Sub-Sublandlord or any Sub-Sublandlord Related Partiesthe party claiming the benefit of such release. To the fullest extent permitted by law, Sub-Subtenant shall protect, indemnify, defend and hold Sub-Sublandlord and the Sub-Sublandlord Related Parties harmless from Prime Lessor and against any their respective officers, agents, servants and all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including reasonable attorneys’ fees and other professional fees employees (if and to the extent permitted by law) (collectively referred to as “Losses”), which may be imposed upon, incurred by or asserted against Sub-Sublandlord or any of the Sub-Sublandlord Related Parties by any third party and arising out of or in connection with any damage or injury occurring in the Sub-Subleased Premises or any acts or omissions (including violations of law) of Sub-Subtenantcollectively, the Sub-Subtenant Related Parties (as defined in subparagraph (c) below) or any of Sub-subtenant’s transferees, contractors or licensees (including any breach by Sub-Subtenant of any of its obligations hereunder). (c) Except to the extent caused by the negligence or willful misconduct of Sub-Subtenant or any Sub-Subtenant Related Parties, Sub-Sublandlord shall indemnify, defend and hold Sub-Subtenant, its trustees, members, principals, beneficiaries, partners, officers, directors, employees and agents (“Sub-Subtenant Related PartiesIndemnitees”) harmless from and against any and all Losses which may be imposed uponloss, incurred by costs, damages, claims, liabilities and expenses (including, without limitation, court costs and attorneys’ fees) of whatever nature (collectively, “Claims”) arising from (i) injury to persons or asserted against Sub-Subtenant damage to property on the Premises or any of in or about the Sub-Subtenant Related Parties by any third party and Building arising out of or in connection with Subtenant’s use or occupancy of the Premises or Subtenant’s activities in the Building, or arising from any act or negligence of Subtenant, or its agents, contractors, servants, employees or invitees, or (ii) failure of Subtenant to perform its obligations under this Sublease, including those provisions of the Prime Lease incorporated herein by reference. Such indemnification, however, shall not apply to the extent the Claim arises from the gross negligence or intentional acts or omissions (including violations of law) of Sub-Sublandlord or the Sub-Sublandlord Related Parties (including any breach by Sub-Sublandlord of any Indemnitee. In case any action or proceeding be brought against any Indemnitee by reason of its any such Claim, upon written notice to Subtenant, Subtenant covenants to resist and defend at Subtenant’s sole expense such action or proceeding by counsel reasonably satisfactory to Sublandlord. The indemnification obligations hereunder)hereunder shall survive the expiration or termination of this Sublease.

Release Indemnity. (a) Sub-Subtenant hereby Tenant covenants and agrees that Landlord, its agents or employees and any mortgagee of Landlord shall not at any time after the date hereof or to any extent whatsoever be liable, responsible or in anywise accountable for, and Tenant waives all claims against and releases Sub-Sublandlord and its trustees, members, principals, beneficiaries, partners, officers, directors, employees, mortgagees and agents (the “Sub-Sublandlord Related Parties”) from any claims relating to or arising out of Sub-Subtenant’s tenancy at the Sub-Subleased Premises, other than any claim arising directly out (including any claim for contractual or implied indemnity) against Landlord, its agents or employees or any mortgagee of Sub-Subtenant’s breach of its obligations under this Sub-Sublease Landlord, for Losses (hereinafter defined) which at any time after the date hereof may be suffered or under the Assignment and Assumption Agreement.sustained by: (bi) Except Tenant; or (ii) Any person whosoever may at any time be using or occupying or visiting the Premises or be in, on or about the same, or in or about the Building or the Property, and which Losses are caused in whole or in part by any act or omission (whether negligent, non-negligent or otherwise) of Tenant, its agents, employees and invitees; and whether in case of either clause (i) and/or (ii) such Losses shall be caused in part by any act, omission or negligence of Landlord, its agents, employees or contractors, except to the extent caused by the negligence grossly negligent or willful misconduct act or omission of Sub-Sublandlord Landlord, its agents or any Sub-Sublandlord Related Partiesemployees. In connection with this Section 12, Sub-Subtenant Tenant expressly waives the benefits of Section 1542 of the California Civil Code which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR EXPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED THE SETTLEMENT WITH THE DEBTOR." (b) In addition to, and not in limitation of (a) above, Tenant shall forever indemnify, defend (by counsel reasonably acceptable to Landlord) and hold Sub-Sublandlord and the Sub-Sublandlord Related Parties harmless from and against any and all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including reasonable attorneys’ fees and other professional fees (if and to the extent permitted by law) (collectively referred to as “Losses”), which may be imposed upon, incurred by or asserted against Sub-Sublandlord or any of the Sub-Sublandlord Related Parties by any third party and arising out of or in connection with any damage or injury occurring in the Sub-Subleased Premises or any acts or omissions (including violations of law) of Sub-Subtenant, the Sub-Subtenant Related Parties (as defined in subparagraph (c) below) or any of Sub-subtenant’s transferees, contractors or licensees (including any breach by Sub-Subtenant of any of its obligations hereunder). (c) Except to the extent caused by the negligence or willful misconduct of Sub-Subtenant or any Sub-Subtenant Related Parties, Sub-Sublandlord shall indemnify, defend and hold Sub-SubtenantLandlord, its trustees, members, principals, beneficiaries, partners, officers, directors, agents or employees and agents (“Sub-Subtenant Related Parties”) any mortgagee of Landlord free and harmless of, from and against any and all Losses which arising from or caused in whole or in part by any act or omission (whether negligent, non-negligent, or otherwise) of Tenant, its agents, employees and invitees and suffered or sustained by: (i) Landlord, its agents or employees and any mortgagee of Landlord; and/or (ii) any third person who asserts a claim against Landlord on account thereof; and whether in case of either clause (i) and/or (ii) such Losses shall be caused in part by any act, omission or negligence of Landlord, its agents or employees, except to the extent caused by the grossly negligent or willful act or omission of Landlord, its agents or employees. The foregoing indemnity obligation of Tenant shall include reasonable attorneys' fees, investigation costs, and all other reasonable costs and expenses incurred by Landlord, its agents or employees and any mortgagee of Landlord from the first notice that any claim or demand is to be made or may be imposed uponmade. Notwithstanding anything herein to the contrary, incurred by Landlord shall not be released or asserted indemnified from, and shall indemnify, defend, protect and hold Tenant harmless from and against Sub-Subtenant any Loss to the extent such Loss arises from the gross negligence or willful misconduct of Landlord or its agents, contractors or licensees, Landlord's violation of any law, order or regulation (excluding, however, any such violation arising from any condition or feature of the Sub-Subtenant Related Parties by Building), or a breach of Landlord's obligations or representations under this Lease. (c) For purposes of this Lease "Losses" shall mean any third party and arising out all losses, damages, liabilities, claims, costs and expenses, direct and indirect, actual and consequential, on account of injury to or death of persons, or loss of or in connection with the acts damage to property, interference with, or omissions interruption of business (including violations of lawincome and profits lost by reason thereof) of Sub-Sublandlord any kind or the Sub-Sublandlord Related Parties (nature, including any breach without limitation, loss, injury, death, damage, interruption or interference due to criminal act by Sub-Sublandlord of any of its obligations hereunder)third persons.