Sublessor Indemnity. Sublessor agrees to indemnify, defend, and hold harmless Sublessee and its agents and employees, against any and all claims, liabilities', losses, actions, causes of action, judgments, awards, demands, costs and expenses of every kind and nature (including reasonable attorneys' fees and administrative costs), arising from (i) any injury or damage to any person, property or business resulting from the negligence of Sublessor, its employees, agents, contractors, subcontractors, servants, invitees, licensees or Sublesees or (ii) the breach or violation by Sublessor of any terra, covenant or condition of this sublease, the Ontario Sublease or the Prime Lease (whether before, during or after the term of this Sublease) or (iii) any other occurrence on the Premises prior to the Term; provided, however, that Sublessor's obligations under this Section shall not apply to injury or damage resulting from the negligence of Sublessee or its agents or employees, the failure of Sublessee to perform its obligations hereunder or under the Ontario Sublease or the Prime Lease, or for which Sublessee has insurance. If any such proceeding is brought against Sublessee or its agents or employees, Sublessor covenant to defend such proceeding at its sole cost by legal counsel reasonably satisfactory to Sublessee. Sublessor may satisfy its obligations under this Section from available insurance coverage.
Sublessor Indemnity. Sublessor shall indemnify, defend, protect, and hold Sublessee harmless from and against all actions, claims, demands, costs, liabilities, losses, reasonable attorneys' fees, damages, penalties and expenses which may be brought or made against Sublessee or which Sublessee may pay or incur to the extent caused by (i) a breach of this Sublease or the Master Lease by Sublessor, (ii) the gross negligence or willful misconduct of Sublessor or its agents, officers, directors, invitees or guests or (iii) obligations of Sublessor which arise prior to the commencement date of this Sublease.
Sublessor Indemnity. Sublessor shall indemnify, defend (with counsel reasonably satisfactory to Sublessee), protect and hold Sublessee harmless from and against any and all claims, demands, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, costs, expenses (including, but not limited to, attorneys', consultants' and expert witness fees) arising out of, resulting from, or related to any injury or death to any person or injury or damage to property caused by, arising out of, or involving (i) a breach by Sublessor in the performance in a timely manner of any obligation of Sublessor to be performed under this Sublease, or (ii) from the gross negligence or intentional acts of Sublessor or Sublessor's agents, contractors, employees, or invitees. Nothing herein shall be deemed a representation or warranty by Sublessor regarding the physical condition of the Premises, nor create any obligation on the part of Sublessor to perform or pay for the cost of any repair or replacement to the Sublease Premises except to the extent required by Section 2.2 of this Sublease. This indemnity shall survive the expiration or earlier termination of this Sublease.
Sublessor Indemnity. Sublessor shall indemnify, defend and hold Sublessee harmless from and against any and all claims, actions, expenses, costs, or demands which arise from or are in any way connected with (a) any misrepresentations by Sublessor in Section 8.1 of this Sublease; (b) Sublessor's negligent or willful misconduct on or about the Premises from the commencement date of the Master Lease until the termination or expiration of this Sublease; (c) any breach by Sublessor of its covenant contained in Section 18.1, above; (d) Sublessor's breach of this Sublease; or (e) any injury to any person in or about the Premises which occurred after the commencement date of the Master Lease, and before the Commencement Date or, the Early Occupancy Date, if applicable (provided that liability for any injury to any person in or about the Premises between the Early Occupancy Date and the Commencement Date shall be equitably proportioned between Sublessor and Sublessee).
Sublessor Indemnity. Sublessor shall indemnify Sublessee for and hold Sublessee harmless from and against all costs, expenses (including reasonable attorney's fees), fines, suits, claims, demands, liabilities and actions resulting from any breach, violation or non-performance of any covenant or condition of the Master Lease by Sublessor arising either before or after the Commencement Date.
Sublessor Indemnity. Sublessor shall indemnify, defend (with counsel reasonably satisfactory to Sublessee), protect and hold Sublessor harmless from and against any and all claims, demands, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, costs, expenses (including, but not limited to, reasonable attorneys', consultants' and expert witness fees) arising out of or related to a failure by Sublessor to comply with any term, covenant, condition or restriction under the Master Lease which is not otherwise required to be performed in whole or in part by Sublessee under this Sublease. The foregoing obligations shall survive the expiration or earlier termination of this Sublease.
Sublessor Indemnity. Sublessor agrees to indemnify, defend, and hold Sublessee and Sublessee's officers, directors and employees harmless from and against any investigation and remediation costs to the extent arising from or arising out of the release, treatment, storage, use or disposal of Hazardous Materials in the Building or the Building Common Area by Sublessor or Sublessor's agents, employees, officers, directors, trustees, contractors or subcontractors. Sublessor's indemnification obligations hereunder shall extend only to actual, out-of-pocket remediation costs (including reasonable attorneys' fees and investigation, oversight and response costs) but shall not include consequential damages or incidental damages such as lost profits or any loss of rental value of the Sublet Space suffered or allegedly suffered by Sublessee or any of Sublessee's agents, employees, officers, directors, trustees, contractors, subcontractors, subtenants, assignees, licensees or invitees or anyone claiming under Sublessee.
Sublessor Indemnity. Except in the case of an indemnification obligation set forth in Section 14(a), Sublessor agrees to indemnify, defend and hold Sublessee and Sublessee's shareholders, members, agents, officers, partners, employees, sublessees, and concessionaires harmless from and against any and all claims, actions, damages, liabilities, and expenses to the extent occasioned by any act or omission of Sublessor or Sublessor's employees, agents or contractors.
Sublessor Indemnity. Sublessor shall indemnify, defend (with counsel reasonably satisfactory to Sublessee), protect and hold Sublessee harmless from and against any and all claims, demands, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, costs, expenses (including, but not limited to, attorneys', consultants' and expert witness fees) arising out of, resulting from, or related to any injury or death to any person or injury or damage to property caused by, arising out of, or involving:
(i) the active negligence or willful misconduct of Sublessor or Sublessor's agents, contractors, employees, subtenants, licensees, or invitees, or (ii) any breach or any representation or warranty of Sublessor made under this Sublease, or (iii) any breach under the Master Lease by Sublessor. This indemnity shall survive the expiration or earlier termination of this Sublease.
Sublessor Indemnity. Sublessor shall indemnify, defend (with counsel reasonably satisfactory to Sublessee), protect and hold harmless Sublessee and its agents, employees, contractors, stockholders, officers, directors, successors and assigns from and against any and all claims, demands, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, costs, penalties, fines, and expenses (including, but not limited to, attorneys’, consultants’ and expert witness fees) arising out of, resulting from, or related to (i) any injury or death to any person or injury or damage to property caused by, arising out of, or involving any of the following: (A) Sublessor’s use of the Premises, the conduct of Sublessor’s business therein, or any activity, work or thing done, permitted or suffered by Sublessor in or about the Premises or the common areas, except to the extent Sublessee is responsible therefor pursuant to this Sublease; (B) a breach by Sublessor in the performance in a timely manner of any obligation of Sublessor to be performed under this Sublease, or (C) the negligence or willful misconduct of Sublessor or Sublessor’s agents, contractors, employees, subtenants, licensees, or invitees, and/or (ii) the storage, use, generation, discharge, treatment, transportation, release or disposal of Hazardous Material by Sublessor or its agents, employees, or contractors in, on, over, through, from, about, or beneath the Sublease Premises or any nearby premises. This indemnity shall survive the expiration or earlier termination of this Sublease.
