Common use of Sublandlord’s Indemnity Clause in Contracts

Sublandlord’s Indemnity. Sublandlord hereby indemnifies and agrees to save harmless Subtenant from and against any and all Loss and Expense which: A. Results from any default, breach, violation or non-performance of this Sublease or any provision of this Sublease by Sublandlord. B. Arises from injury to person or property or loss of life sustained in or about the Demised Premises relating to the use or occupancy of the Demised Premises by Sublandlord, or Sublandlord's agents, contractors or employees. C. Results from the negligent or improper construction of any Alterations made by or at the direction of Sublandlord or the failure of Sublandlord to obtain any necessary permit, consent or other approval in connection with the making of any Alterations. D. Relates to any matter described in Section 8.02. Sublandlord shall defend any actions, suits and proceedings, which may be brought against Subtenant with respect to the foregoing or in which Subtenant may be impleaded. Sublandlord shall pay, satisfy and discharge any judgments, orders and decrees, which may be recovered against Subtenant in connection with the foregoing. Sublandlord's indemnification liability under this Sublease shall survive the expiration or other termination of this Sublease. Notwithstanding anything to the contrary in this Section 13.02, except to the extent of the gross negligence or willful misconduct of Sublandlord, or any breach by Sublandlord of its obligations under this Sublease, Sublandlord shall not be responsible or liable to Subtenant, or to those claiming by, through or under Subtenant, for any loss or damage which may be occasioned by or through the acts or omissions of persons occupying space adjoining the Premises or any part of the premises adjacent to or connecting with the premises, or otherwise, or for any loss or damage resulting to Subtenant, or those claiming by, through or under Subtenant, or its property, from the breaking, bursting, stoppage or leaking of electrical cable and wires, or water, gas, sewer or steam pipes. To the maximum extent permitted by law, Subtenant agrees to use and occupy the Premises at Subtenant's own risk.

Appears in 2 contracts

Samples: Sublease Agreement (Avanex Corp), Sublease Agreement (Avanex Corp)

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Sublandlord’s Indemnity. Sublandlord hereby indemnifies and agrees to save perform its obligations to Prime Landlord under the Prime Lease (to the extent those obligations are not made the obligation of Subtenant hereunder and to the extent such performance is not adversely affected by a Subtenant default hereunder), including, without limitation, the obligation to pay all rent required to be paid by “Tenant” to Prime Landlord in accordance with the terms of the Prime Lease, in order to keep the Prime Lease in full force and effect during the entire Term of this Sublease; subject, however, to any earlier termination of the Prime Lease not caused by Sublandlord or caused by Subtenant. Sublandlord shall promptly provide Subtenant copies of all default notices relative to the Demised Premises received by Sublandlord from Prime Landlord during the Term. Further, in addition to Sublandlord’s other indemnification obligations hereunder, Sublandlord agrees to indemnify, defend and hold Subtenant free and harmless Subtenant from and against any and all Loss claims and Expense which: A. Results from any defaultrelated liabilities, breachjudgments, violation causes of action, damages (including reasonable attorneys’ fees), costs and expenses incurred by or non-performance of this Sublease or any provision of this Sublease by Sublandlord. B. Arises from injury to person or property or loss of life sustained in or about the Demised Premises relating claimed against Subtenant to the use or occupancy extent arising out of the Demised Premises (i) any default by Sublandlord, or Sublandlord's agents, contractors or employees. C. Results from the negligent or improper construction of any Alterations made by or at the direction of Sublandlord or the failure of Sublandlord to obtain any necessary permit, consent or other approval in connection with the making of any Alterations. D. Relates to any matter described in Section 8.02. Sublandlord shall defend any actions, suits and proceedings, which may be brought against Subtenant with respect to the foregoing or in which Subtenant may be impleaded. Sublandlord shall pay, satisfy and discharge any judgments, orders and decrees, which may be recovered against Subtenant in connection with the foregoing. Sublandlord's indemnification liability under this Sublease shall survive (through no fault of Subtenant); (ii) any default by Sublandlord of Sublandlord’s remaining obligations under the expiration or other termination Prime Lease (through no fault of this Sublease. Notwithstanding anything to the contrary in this Section 13.02, except to the extent of Subtenant); and/or (iii) the gross negligence or willful misconduct of Sublandlord, Sublandlord or any breach by of its agents, employees or contractors. Subtenant shall provide notice to Sublandlord of its obligations under this Subleaseany claim for which it is seeking indemnification hereunder promptly after it actually becomes aware of such claim, and Sublandlord shall not be responsible or liable defend such claim with counsel reasonably acceptable to Subtenant. Subtenant shall, or to those claiming byat Sublandlord’s sole cost and expense, through or under Subtenant, for any loss or damage which may be occasioned by or through cooperate with Sublandlord in the acts or omissions prosecution of persons occupying space adjoining the Premises or any part of the premises adjacent to or connecting with the premises, or otherwise, or for any loss or damage resulting to Subtenant, or those claiming by, through or under Subtenant, or its property, from the breaking, bursting, stoppage or leaking of electrical cable and wires, or water, gas, sewer or steam pipes. To the maximum extent permitted by law, Subtenant agrees to use and occupy the Premises at Subtenant's own risksuch defense.

Appears in 1 contract

Samples: Sublease Agreement (Mercury Interactive Corp)

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Sublandlord’s Indemnity. Sublandlord hereby indemnifies and agrees to save perform its obligations to Prime Landlord under the Prime Lease (to the extent those obligations are not made the obligation of Subtenant hereunder and to the extent such performance is not adversely affected by a Subtenant default hereunder), including, without limitation, the obligation to pay all rent required to be paid by “Tenant” to Prime Landlord in accordance with the terms of the Prime Lease, in order to keep the Prime Lease in full force and effect during the entire Term of this Sublease; subject, however, to any earlier Termination of the Prime Lease not caused by Sublandlord or caused by Subtenant. Sublandlord shall promptly provide Subtenant copies of all default notices relative to the Demised Premises received by Sublandlord from Prime Landlord during the Term. Further, in addition to Sublandlord’s other indemnification obligations hereunder, Sublandlord agrees to indemnify, defend and hold Subtenant free and harmless Subtenant from and against any and all Loss claims and Expense which: A. Results from any defaultrelated liabilities, breachjudgments, violation causes of action, damages (including reasonable attorneys’ fees), costs and expenses incurred by or non-performance of this Sublease or any provision of this Sublease by Sublandlord. B. Arises from injury to person or property or loss of life sustained in or about the Demised Premises relating claimed against Subtenant to the use or occupancy extent arising out of the Demised Premises (i) any default by Sublandlord, or Sublandlord's agents, contractors or employees. C. Results from the negligent or improper construction of any Alterations made by or at the direction of Sublandlord or the failure of Sublandlord to obtain any necessary permit, consent or other approval in connection with the making of any Alterations. D. Relates to any matter described in Section 8.02. Sublandlord shall defend any actions, suits and proceedings, which may be brought against Subtenant with respect to the foregoing or in which Subtenant may be impleaded. Sublandlord shall pay, satisfy and discharge any judgments, orders and decrees, which may be recovered against Subtenant in connection with the foregoing. Sublandlord's indemnification liability under this Sublease shall survive (through no fault of Subtenant); (ii) any default by Sublandlord of Sublandlord’s remaining obligations under the expiration or other termination Prime Lease (through no fault of this Sublease. Notwithstanding anything to the contrary in this Section 13.02, except to the extent of Subtenant); and/or (iii) the gross negligence or willful misconduct of Sublandlord, Sublandlord or any breach by of its agents, employees or contractors. Subtenant shall provide notice to Sublandlord of its obligations under this Subleaseany claim for which it is seeking indemnification hereunder promptly after it actually becomes aware of such claim, and Sublandlord shall not be responsible or liable defend such claim with counsel reasonably acceptable to Subtenant. Subtenant shall, or to those claiming byat Sublandlord’s sole cost and expense, through or under Subtenant, for any loss or damage which may be occasioned by or through cooperate with Sublandlord in the acts or omissions prosecution of persons occupying space adjoining the Premises or any part of the premises adjacent to or connecting with the premises, or otherwise, or for any loss or damage resulting to Subtenant, or those claiming by, through or under Subtenant, or its property, from the breaking, bursting, stoppage or leaking of electrical cable and wires, or water, gas, sewer or steam pipes. To the maximum extent permitted by law, Subtenant agrees to use and occupy the Premises at Subtenant's own risksuch defense.

Appears in 1 contract

Samples: Sub Sublease (Reliant Technologies Inc)

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