Subtenant Indemnity. Furthermore, if Subtenant holds over beyond the termination of the Term, then Subtenant shall be liable for all holdover rent, charges, fees, indemnities, holdover damages and other amounts owed by Sublandlord to Prime Landlord in respect of such holding over pursuant to the Lease or otherwise, including, without limitation, pursuant to Article 22.02 of the Original Lease, but only to the extent such amounts exceed the amounts due and payable under clause (a) above. In addition to the amounts described above, if Subtenant holds over beyond the termination of the Term, Subtenant shall be liable to Sublandlord for and indemnify and hold Sublandlord harmless against (i) any payment or rent concession that Sublandlord may be required to make to any subtenant obtained by Sublandlord for all or any part of the Premises (a “New Subtenant”) by reason of the late delivery of space to the New Subtenant as a result of Subtenant’s holding over or in order to induce such New Subtenant not to terminate its sublease by reason of the holding over by Subtenant, (ii) the loss of the benefit of the bargain if any New Subtenant shall terminate its sublease by reason of the holding over by Subtenant and (iii) any claim for damages by any New Subtenant. Subtenant shall defend, indemnify and hold Sublandlord harmless from and against all losses, costs, (including reasonable attorney’s fees and the enforcement of this indemnity) and damages (including consequential damages and lost profits) arising out of or relating solely to the holding over by the Subtenant in the Premises and arising after the earlier of (1) November 30, 2039, (2) the termination of this Sublease as a result of a default by Subtenant hereunder and (3) the date that is six (6) months after the date a notice of termination is delivered to Subtenant pursuant to the provisions of Section 12(c) below. Notwithstanding anything to the contrary contained herein, if Sublandlord or Sublandlord’s other subtenants (if any) are also holding over in portions of the Prime Leased Premises and such holdover also delays delivery to Prime Landlord or another subtenant, then the indemnity under this Section 12(a) and (b) shall take such concurrent holdover into account (as applicable) for so long as it shall exist, based on the duration thereof and the relative sizes of spaces in which such concurrent holdover is occurring (but, in the case of holdover by other subtenants, such taking into account shall apply only to the extent of amounts actually collected from such other subtenants).
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Samples: Sublease (Axsome Therapeutics, Inc.)
Subtenant Indemnity. Furthermore, if Subtenant holds over beyond the termination of the Term, then Subtenant shall be liable for all holdover rent, charges, fees, indemnities, holdover damages and other amounts owed by Sublandlord to Prime Landlord in respect of such holding over pursuant to the Lease or otherwise, including, without limitation, pursuant to Article 22.02 of the Original Lease, but only to the extent such amounts exceed the amounts due and payable under clause (a) above. In addition to the amounts described above, if Subtenant holds over beyond the termination of the Term, Subtenant shall be liable to Sublandlord for and indemnify and hold Sublandlord harmless against (i) any payment or rent concession that Sublandlord may be required to make to any subtenant obtained by Sublandlord for all or any part of the Premises (a “New Subtenant”) by reason of the late delivery of space to the New Subtenant as a result of Subtenant’s holding over or in order to induce such New Subtenant not to terminate its sublease by reason of the holding over by Subtenant, (ii) the loss of the benefit of the bargain if any New Subtenant shall terminate its sublease by reason of the holding over by Subtenant and (iii) any claim for damages by any New Subtenant. Subtenant shall defend, indemnify and hold Sublandlord Landlord harmless from and against any and all losses, costs, (including reasonable attorney’s fees and the enforcement claims or liability for bodily injury to or death of this indemnity) and damages (including consequential damages and lost profits) any person or loss of or damage to any property arising out of Subtenant’s use of the Premises, the Furnishings or relating solely the Property or from the conduct of Subtenant’s business or from any activity, work or thing done, permitted or suffered by Subtenant, its agents, employees, contractors or invitees in or about the Premises or the Property except:
(a) claims and liabilities to the holding over extent caused by any negligence on the Subtenant in part of Sublandlord, Landlord, the Premises and arising after the earlier of (1) November 30irrespective agents, 2039employees, (2) the termination of this Sublease as a result of a default by Subtenant hereunder and (3) the date that is six (6) months after the date a notice of termination is delivered to Subtenant pursuant to the provisions of Section 12(c) below. Notwithstanding anything to the contrary contained hereincontractors or invitees, if Sublandlord or Sublandlord’s other subtenants (if any) are also holding over in portions of the Prime Leased Premises and such holdover also delays delivery to Prime Landlord or another subtenant, then the indemnity under this Section 12(a) and or
(b) shall take such concurrent holdover into account (as applicable) claims and liabilities for so long as it shall exist, based property damage addressed in Paragraph 16. In the absence of any negligence on the duration thereof part of the Sublandlord or Landlord, or their respective agents, employees, contractors or invitees, such indemnity shall include all reasonable costs, attorneys’ fees and the relative sizes of spaces in which such concurrent holdover is occurring (but, expenses incurred in the case defense of holdover any such claim or any action or proceeding brought thereon. In the event any action or proceeding is brought against Sublandlord or Landlord by other subtenantsreason of any claim falling within the scope of the foregoing indemnity, and in the absence of any negligence on the part of Sublandlord or Landlord, Subtenant upon written notice from Sublandlord or Landlord to Subtenant within sixty (60) days after Sublandlord or Landlord receives notice of the claim or, if earlier, within ten (10) days after they are served with process with respect to any such taking into account claim, shall apply only defend same at Subtenant’s expense by counsel reasonably satisfactory to Sublandlord or Landlord, respectively. The foregoing indemnity is conditioned upon Sublandlord or Landlord providing notice to Subtenant within sixty (60) days after either of them receives notice of any claim or, if earlier, within ten (10) days after they are served with process with respect to any such claim, that will fall within the extent scope of amounts actually collected from such other subtenants)the foregoing indemnity and cooperating fully with Subtenant in any defense or settlement of the claim or liability.
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Subtenant Indemnity. Furthermore, if Subtenant holds over beyond the termination of the Term, then Subtenant shall be liable for all holdover rent, charges, fees, indemnities, holdover damages and other amounts owed by Sublandlord to Prime Landlord in respect of such holding over pursuant to the Lease or otherwise, including, without limitation, pursuant to Article 22.02 of the Original Lease, but only Except to the extent such amounts exceed caused by the amounts due and payable under clause willful misconduct or negligence of Sublandlord or its agents, invitees, vendors, customers, contractors, subtenants (a) above. In addition to the amounts described aboveother than Subtenant), if Subtenant holds over beyond the termination of the Termlicensees or employees (“collectively, “Sublandlord Parties”), Subtenant shall be liable to Sublandlord for and indemnify and hold Sublandlord harmless against (i) any payment or rent concession that Sublandlord may be required to make to any subtenant obtained by Sublandlord for all or any part of the Premises (a “New Subtenant”) by reason of the late delivery of space to the New Subtenant as a result of Subtenant’s holding over or in order to induce such New Subtenant not to terminate its sublease by reason of the holding over by Subtenantwill indemnify, (ii) the loss of the benefit of the bargain if any New Subtenant shall terminate its sublease by reason of the holding over by Subtenant and (iii) any claim for damages by any New Subtenant. Subtenant shall defend, indemnify defend and hold Sublandlord harmless from and against all lossesloss, costs, (including damages, expenses and liability, including, but not limited to, reasonable attorney’s fees and attorneys’ fees, which Sublandlord may incur by reason of any injuries to person or property occurring in, on or about the enforcement of this indemnity) and damages (including consequential damages and lost profits) arising out of or relating solely to Subleased Premises during the holding over by the Subtenant in the Premises and arising after the earlier of (1) November 30, 2039, (2) the termination of this Sublease as a result of a default by Subtenant hereunder and (3) the date that is six (6) months after the date a notice of termination is delivered to Subtenant pursuant to the provisions of Section 12(c) below. Notwithstanding anything to the contrary contained herein, if Sublandlord or Sublandlord’s other subtenants (if any) are also holding over in portions of the Prime Leased Premises and such holdover also delays delivery to Prime Landlord or another subtenant, then the indemnity under this Section 12(a) and (b) shall take such concurrent holdover into account (as applicable) for so long as it shall exist, based on the duration thereof and the relative sizes of spaces in which such concurrent holdover is occurring (but, in the case of holdover by other subtenants, such taking into account shall apply only Term to the extent arising by reason of amounts actually collected from such (i) any breach or default hereunder on Subtenant’s part; (ii) any work done in or to the Subleased Premises during the Term (A) by Subtenant or its agents or contractors, or (B) at the request of Subtenant (unless performed by or for Sublandlord or Master Landlord); (iii) any negligence or willful misconduct on the part of Subtenant, or any of Subtenant’s agents, invitees, vendors, customers, contractors, subtenants, licensees or employees (collectively, “Subtenant Parties”), or (iv) any accident, injury or damage whatsoever to any person or entity occurring during the Term (or the Early Access Period) in the Subleased Premises (except to the extent caused by the willful misconduct or negligence of Sublandlord or its agents, invitees, vendors, customers, contractors, subtenants (other subtenantsthan Subtenant), licensees or employees). Subtenant shall in no case have any rights in respect of the Subleased Premises greater than Sublandlord’s rights under the Master Lease.
Appears in 1 contract
Samples: Sublease Agreement (Trevena Inc)
Subtenant Indemnity. FurthermoreNotwithstanding that joint or concurrent liability may be imposed upon Sublandlord by a Legal Requirement, if Subtenant holds over beyond will, except to the termination extent caused by the negligence or tortious act or omission of Sublandlord or any of Sublandlord's agents, officers, contractors, employees, servants, invitees, or any person (other than Subtenant) claiming by, through or under Sublandlord, indemnify and save harmless Sublandlord against and from all liabilities, obligations, damages, penalties, claims, costs, charges and expenses ("Costs"), including, reasonable attorneys' fees and expenses, which may be imposed upon, or incurred by, or asserted against Sublandlord by reason of any of the Termfollowing:
(a) any work or thing done by Subtenant in, then on or about the Leaseback Space or any part thereof;
(b) any use, possession, occupation, condition, operation, maintenance or management of the Leaseback Space or any part thereof;
(c) any negligence or tortious act or omission on the part of Subtenant shall be liable for (or any subtenant thereof) or any of its (or its subtenant's) agents, contractors, servants, employees, or invitees;
(d) any accident, injury (including death) or damage to any person or property occurring in, on or about the Leaseback Space or any part thereof or;
(e) Subtenant's installation, maintenance, replacement, repair, operation and/or use (or acts or omissions in connection therewith) of the Roof Installations and all holdover rent, charges, fees, indemnities, holdover damages and other amounts owed by Sublandlord to Prime Landlord in respect of such holding over pursuant to the Lease or otherwiseappurtenances thereto, including, without limitation, pursuant to Article 22.02 any damage resulting from water seepage through the roof or walls of the Original LeaseBuilding. Subtenant upon notice from Sublandlord will, but only at Subtenant's expense, resist or defend such action or proceeding by counsel reasonably approved by Sublandlord, which approval shall not be unreasonably withheld or delayed. Counsel for Subtenant's insurer are hereby deemed approved, unless Subtenant has a right to approve such counsel, in which event Sublandlord shall also have the extent right to approve such amounts exceed the amounts due and payable under clause (a) above. In addition to the amounts described abovecounsel, if Subtenant holds over beyond the termination of the Term, Subtenant shall be liable to Sublandlord for and indemnify and hold Sublandlord harmless against (i) any payment or rent concession that Sublandlord may be required to make to any subtenant obtained by Sublandlord for all or any part of the Premises (a “New Subtenant”) by reason of the late delivery of space to the New Subtenant as a result of Subtenant’s holding over or in order to induce such New Subtenant approval not to terminate its sublease by reason be unreasonably withheld or delayed. Such obligations of Subtenant under this Article 22 as shall have accrued at the holding over by Subtenant, (ii) the loss time of the benefit of the bargain if any New Subtenant shall terminate its sublease by reason of the holding over by Subtenant and (iii) any claim for damages by any New Subtenant. Subtenant shall defend, indemnify and hold Sublandlord harmless from and against all losses, costs, (including reasonable attorney’s fees and the enforcement of this indemnity) and damages (including consequential damages and lost profits) arising out of or relating solely to the holding over by the Subtenant in the Premises and arising after the earlier of (1) November 30, 2039, (2) the termination of this Sublease as a result of a default by Subtenant hereunder and (3) the date that is six (6) months after the date a notice of termination is delivered to Subtenant pursuant to the provisions of Section 12(c) below. Notwithstanding anything to the contrary contained herein, if Sublandlord or Sublandlord’s other subtenants (if any) are also holding over in portions of the Prime Leased Premises and shall survive any such holdover also delays delivery to Prime Landlord or another subtenant, then the indemnity under this Section 12(a) and (b) shall take such concurrent holdover into account (as applicable) for so long as it shall exist, based on the duration thereof and the relative sizes of spaces in which such concurrent holdover is occurring (but, in the case of holdover by other subtenants, such taking into account shall apply only to the extent of amounts actually collected from such other subtenants)termination.
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Subtenant Indemnity. FurthermoreSubtenant will indemnify, if Subtenant holds over beyond the termination of the Term, then Subtenant shall be liable for all holdover rent, charges, fees, indemnities, holdover damages and other amounts owed by Sublandlord to Prime Landlord in respect of such holding over pursuant to the Lease or otherwise, including, without limitation, pursuant to Article 22.02 of the Original Lease, but only to the extent such amounts exceed the amounts due and payable under clause (a) above. In addition to the amounts described above, if Subtenant holds over beyond the termination of the Term, Subtenant shall be liable to Sublandlord for and indemnify and hold Sublandlord harmless against (i) any payment or rent concession that Sublandlord may be required to make to any subtenant obtained by Sublandlord for all or any part of the Premises (a “New Subtenant”) by reason of the late delivery of space to the New Subtenant as a result of Subtenant’s holding over or in order to induce such New Subtenant not to terminate its sublease by reason of the holding over by Subtenant, (ii) the loss of the benefit of the bargain if any New Subtenant shall terminate its sublease by reason of the holding over by Subtenant and (iii) any claim for damages by any New Subtenant. Subtenant shall defend, indemnify defend and hold Sublandlord harmless from and against all lossesloss, costs, damages, expenses and liability, including, but not limited to, reasonable attorneys’ fees, which Sublandlord may incur by reason of any injuries to person or property occurring in, on or about the Sublease Premises arising by reason of (including reasonable attorneyi) any breach or default hereunder on Subtenant’s fees part; (ii) any work done in or to the Sublease Premises (A) by Subtenant or its agents or contractors, (B) with the consent of Subtenant (unless performed by or for Sublandlord or Master Landlord) or (C) at the request of Subtenant; (iii) any act, omission, or negligence of Subtenant, or any of Subtenant’s agents, invitees, vendors, customers, contractors, subtenants, licensees or employees (collectively, “Subtenant Parties”); or (iv) any accident, injury or damage whatsoever to any person or entity occurring during the Term in the Sublease Premises (except to the extent caused by any negligence or willful misconduct of Sublandlord or its agents, invitees, vendors, customers, contractors, subtenants (other than Subtenant), licensees or employees). The foregoing indemnity shall be construed to supplement Subtenant’s obligations in the Master Lease, as incorporated in and the enforcement made a part of this indemnitySublease. Subtenant shall in no case have any rights in respect of the Sublease Premises greater than Sublandlord’s rights under the Master Lease. Notwithstanding any other provision of this Sublease, Sublandlord, as sublandlord under this Sublease, shall have the benefit of all rights, waivers, remedies and limitations of liability enjoyed by Master Landlord as the Landlord under the Master Lease, but (i) and damages (including consequential damages and lost profits) arising out except as expressly set forth herein, Sublandlord shall have no obligation under this Sublease to perform the obligations of Master Landlord, as Landlord under the Master Lease, including, without limitation, any obligation to provide services or relating solely to the holding over by the Subtenant in the Premises and arising after the earlier of (1) November 30, 2039maintain insurance, (2ii) Sublandlord shall not be bound by any representations or warranties of the termination Master Landlord under the Master Lease; (iii) in any instance where the consent of this Sublease Master Landlord is required under the terms of the Master Lease, the consent of Master Landlord shall be required hereunder and, unless as a result otherwise expressly provided hereunder, the consent of a default by Subtenant hereunder Sublandlord shall also be required, which shall not be unreasonably withheld, conditioned or delayed unless otherwise expressly provided hereunder, and (3iv) the date that is six (6) months after the date a notice of termination is delivered Sublandlord shall not be liable to Subtenant for any failure or delay in Master Landlord’s performance of its obligations as Landlord under the Master Lease unless the Master Landlord’s refusal to perform pursuant to the provisions of Section 12(c) below. Notwithstanding anything Master Lease is due solely to the contrary contained herein, if Sublandlord or Sublandlord’s other subtenants (if any) are also holding over in portions of default under the Prime Leased Premises and such holdover also delays delivery to Prime Landlord or another subtenant, then the indemnity under this Section 12(a) and (b) shall take such concurrent holdover into account (as applicable) for so long as it shall exist, based on the duration thereof and the relative sizes of spaces in which such concurrent holdover is occurring (but, in the case of holdover by other subtenants, such taking into account shall apply only to the extent of amounts actually collected from such other subtenants)Master Lease.
Appears in 1 contract
