Sublessor Indemnification. Sublessor shall indemnify, defend and hold harmless each of Sublessee and the Sublessee Indemnitees from and against any and all Claims arising out of or involving (a) any Hazardous Substance existing in, on or under the Subleased Premises prior to the Commencement Date other than any Hazardous Substance brought onto or released in, on or under the Subleased Premises by or for Sublessee or Sublessee’s employees, contractors, agents, invitees or licensees prior to the Commencement Date, or (b) any Hazardous Substance brought onto or released in, on or under the Subleased Premises by or for Sublessor on and after the Commencement Date. Sublessor’s obligations shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Sublease. No termination, cancellation or release agreement entered into by Sublessor and Sublessee shall release Sublessor from its obligations under this Section 31, unless Sublessee specifically agrees thereto in writing at the time of such agreement and such agreement specifically identifies this Section 31 of this Sublease.
Sublessor Indemnification. Without prejudice to Clause 20.5, Sublessor shall be entitled (but not obliged) to indemnify Indemnitees (other than Sublessor) on terms equivalent to the indemnities given by Sublessee under this Agreement and the obligations of Sublessee to Sublessor shall extend to reimbursement of Sublessor of any amount properly paid by Sublessor to such other Indemnitee provided always that nothing in this Clause 20.6 shall operate to increase the obligations or liabilities of Sublessee.
Sublessor Indemnification. Sublessor shall indemnify, defend and hold Sublessee, its managing member, and the agents, employees, officers, directors of either of them harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys’ and consultants’ fees arising out of or involving any Hazardous Substance brought onto the Premises (by a party other than Sublessee) prior to the Commencement Date (provided, however, that Sublessor shall have no liability under this Sublease with respect to underground migration of any Hazardous Substance under the Premises from adjacent properties not caused or contributed to by Sublessor). No termination, cancellation or release agreement entered into by Sublessor and Sublessee shall release Sublessor from its obligations under this Sublease with respect to Hazardous Substances, unless specifically so agreed by Sublessee in writing at the time of such agreement.
Sublessor Indemnification. Commencing upon the Effective Date, Sublessor shall neither use, store, discharge or dispose, nor permit the use, storage, discharge or disposal of any Hazardous Substances within or around the portion of the Premises other than the Subleased Premises (for purposes of this PARAGRAPH 9. the "OTHER PREMISES"); provided, however, that Sublessor may use, store and dispose of Hazardous Materials on the Other Premises as necessary to the ordinary and customary operation of Sublessor's business, so long as such use, storage and disposal are conducted by Sublessor in strict compliance with all applicable Hazardous Materials laws. Sublessor agrees to indemnify, defend, and hold harmless Sublessee against all claims (including, without limitation, all governmental claims, whether under statute, regulation or common law), liabilities, penalties and costs (including, but not limited to, attorneys' fees) incurred by or made against Sublessee as a result EXECUTED as of the date first written above. SUBLESSOR: AVIALL SERVICES, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx -------------------------------------------- Xxxxxxx X. Xxxxxx Senior, Vice-President, Secretary and General Counsel SUBLESSEE: TRI-STAR AEROSPACE CO., a Delaware corporation First Amendment (the "Amendment") to the Sublease dated as of September 19, 1996 by and between Aviall Services, Inc. as Sublessor ("Sublessor") and Tri Star Aerospace Co. as Sublessee ("Sublessee") for a portion of 0000 Xxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxx (the "Sublease")
Sublessor Indemnification. Sublessor agrees to indemnify and hold Sublessee harmless for any damages, costs, expenses and losses, including attorney's fees and penalties, which Sublessee suffers in the event Sublessor defaults in the performance of any of its obligations under the Lease or the Sublease, other than any default occasioned by the failure of Sublessee to comply with any of its covenants or agreements set forth herein. In addition, Sublessor shall reimburse and indemnify Sublessee and hold Sublessee harmless for any damages, costs, expenses or losses suffered by Sublessee occasioned in whole or in part by the negligent acts or omissions of Sublessor's employees, servants, agents, representatives, guests or invitees.
Sublessor Indemnification. Except as otherwise provided pursuant to paragraph 29 hereof, Sublessor agrees to indemnify Sublessee, their partners, officers, directors, employees, lenders, successors and assigns against, and to hold Sublessee, their partners, officers, directors, employees, lenders, successors and assigns harmless from, any and all claims, obligations, liabilities, demands, damages, judgments, costs or expenses of any kind or nature, including court costs and reasonable attorney's fees, arising out of, resulting from and/or relating to (i) any failure by Sublessor, as tenant under the Master Lease, to perform, keep and obey the terms, covenants and conditions of the Master Lease prior to the Commencement Date of this Sublease, or (ii) any inaccuracy of any representation or warranty contained in Section 29(e) of this Sublease. Sublessor's obligations pursuant to this Paragraph 12(b) and Sublessor's representations and warranties contained in Paragraph 29(e) hereof shall survive for the periods specified in Section 7.1(c) of the Transaction Agreement signed on even date herewith by Sublessor and Sublessor.
Sublessor Indemnification. To the fullest extent permitted by law, Sublessor hereby agrees to indemnify, protect and hold harmless Sublessee and Sublessee's Agents, and any successors to all or any portion of Sublessee's interest in the Premises and their directors, officers, partners, employees, authorized agents, representatives, affiliates, from and against any and all damage, loss, claim, liability and expense including, but not limited to, attorney's fees and legal costs, incurred directly or indirectly by reason of any claim, suit or judgment brought by or on behalf of (i) any person or persons for damage, loss or expense due to, but not limited to, bodily injury or property damage sustained by such person or persons which arise out of, are occasioned by, or are in any way attributable to the use or occupancy of the Premises by the Sublessor or the acts or omissions of the Sublessor or Sublessor's Agents in or about the Premises or the Building (including but not limited to any Event of Default hereunder), or (ii) Sublessor or Sublessor's Agents for damage, loss or expense due to, but not limited to, bodily injury or property damage which arise out of, are occasioned by, or are in any way attributable to the use of any of the Common Area, except, in each case, to the extent caused by the negligence or willful misconduct of the indemnified party.
Sublessor Indemnification. Sublessor hereby agrees to indemnify, defend (by counsel satisfactory to Sublessee) and hold harmless Sublessee and Sublessee's members, partners, shareholders, principals, directors, trustees, employees, agents, contractors, affiliates, representatives, invitees or licensees, or anyone claiming thereunder, and their successors and assigns (each, a "Sublessee Related Person"), from and against all claims, demands, losses, liabilities, damages, injuries, expenses, costs (including, without limitation, court costs, attorneys' fees and consultants' fees), causes of action, counterclaims, suits, proceedings, investigations or other actions (of any kind or nature), at law, in equity or otherwise, whether known or unknown, foreseen or unforeseen (collectively, "Claims"), that arise out of or in connection with (i) the use, operation or occupancy of the Premises or the Right of Access by, or the actions or inactions (whether or not negligent) of, Sublessor or anyone acting on behalf or with permission of Sublessor, except that Sublessor shall not be obligated to so indemnify Sublessee or any of the Sublessee Related Persons to the extent of any Claim arising from or caused by the gross negligence or willful misconduct of Sublessee or any of the Sublessee Related Persons acting within the scope of their authority on behalf of Sublessee, (ii) any breach of any covenant, representation or warranty made by Sublessor hereunder,
Sublessor Indemnification. Except as otherwise provided in paragraph 8.7, Sublessor and its successors and assigns shall indemnify, defend, reimburse and hold Sublessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which are suffered as a direct result of Hazardous Substances on the Premises prior to Sublessee taking possession or which are caused by the gross negligence or willful misconduct of Sublessor, its agents or employees. Sublessor's obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Sublease.
Sublessor Indemnification. Sublessor agrees to pay and to protect, indemnify and save harmless Sublessee from and against any and all liabilities, losses, damages, costs, expenses (including, without limitation, all reasonable attorney’s fees and expenses), penalties, causes of action, suits, claims, demands or judgments of any nature whatsoever, growing out of or connected with the use, nonuse, condition or occupancy of the Sublet Premises or any part thereof or resulting from the condition thereof or of adjoining property, sidewalks, streets or ways, resulting from an act or event not caused by Sublessee. Liability for contamination under Environmental Laws, as defined in the Prime Lease, relating to conditions which existed at the time of Lease termination is expressly excluded from this indemnity obligation. The obligations of Sublessor under this paragraph shall survive the expiration or other termination of this Sublease. Sublessee shall not be entitled to the protection and indemnification provided in this paragraph if, and to the extent, the event, condition or circumstance which would otherwise require Sublessor’s protection and indemnification occurred after termination of this Sublease and such termination was caused by Sublessee’s default under this Sublease.
