Common use of Subtenant’s Indemnity Clause in Contracts

Subtenant’s Indemnity. Sublandlord's Indemnity. ---------------------------------------------- Subtenant shall defend, indemnify and hold harmless Sublandlord, its partners, employees, and agents, and Master Landlord, from and against any and all claims, liabilities, suits, judgments, awards, damages, losses, fines, penalties, costs and expenses, including reasonable attorney's fees, that Sublandlord, its partners, employees and agents, and Master Landlord may suffer, incur or be liable for by reason of or arising out of or related to the breach by Subtenant of any of the duties, obligations, liabilities or covenants applicable to Subtenant hereunder, any alterations, additions or modifications made to the Premises by Subtenant without all required consents or Subtenant's negligence or willful misconduct. Likewise, Sublandlord shall defend, indemnify and hold harmless Subtenant, its partners, employees, and agents, from and against any and all claims, liabilities, suits, judgments, awards, damages, losses, fines, penalties, costs and expenses, including reasonable attorney's fees, that Subtenant, its employees and agents, may suffer, incur or be liable for by reason of or arising out of or related to the breach by Sublandlord of (1) any of the duties, obligations, liabilities or covenants applicable to Sublandlord under this Sublease, (2) any of Sublandlord's duties, obligations, liabilities or covenants under the Master Lease, (3) Sublandlord's gross negligence of willful misconduct, and (4) any liabilities or causes of action arising prior to the Commencement Date provided that the breach is not a result of Subtenant's failure to perform and/or satisfy its obligations under the Sublease. The foregoing indemnification shall survive termination of this Sublease.

Subtenant’s Indemnity. Sublandlord's IndemnitySubtenant agrees (i) to comply with all provisions of this Sublease and, to the extent incorporated into this Sublease, the Prime Lease; and (ii) to perform all the obligations on the part of the “Tenant” to be performed under the terms of the Prime Lease with respect to the Demised Premises to the extent incorporated herein. ---------------------------------------------- In addition to Subtenant’s other indemnification obligations hereunder, Subtenant shall indemnify, defend, indemnify and hold Sublandlord free and harmless Sublandlord, its partners, employees, and agents, and Master Landlord, from and against any and all claims, claims and related liabilities, suits, judgments, awardscauses of action, damages, losses, fines, penaltiesdamages (including reasonable attorneys’ fees), costs and expenses, including reasonable attorney's fees, that Sublandlord, its partners, employees and agents, and Master Landlord may suffer, incur expenses incurred by or be liable for by reason of or claimed against Sublandlord to the extent arising out of or related (i) any default by Subtenant under this Sublease (through no fault of Sublandlord); (ii) any default by Subtenant under the Prime Lease (through no fault of Sublandlord), to the breach by Subtenant of any of the duties, obligations, liabilities or covenants applicable to Subtenant hereunder, any alterations, additions or modifications made to the Premises by Subtenant without all required consents or Subtenant's negligence or willful misconduct. Likewise, Sublandlord shall defend, indemnify and hold harmless Subtenant, its partners, employees, and agents, from and against any and all claims, liabilities, suits, judgments, awards, damages, losses, fines, penalties, costs and expenses, including reasonable attorney's fees, that Subtenant, its employees and agents, may suffer, incur or be liable for by reason of or arising out of or related to the breach by Sublandlord of (1) any of the duties, obligations, liabilities or covenants applicable to Sublandlord under extent incorporated into this Sublease, ; (2iii) any of Sublandlord's duties, obligations, liabilities or covenants under the Master Lease, (3) Sublandlord's gross negligence of willful misconductmisconduct of Subtenant or any of its agents, employees, contractors or invitees, and/or (iv) any accident, injury, or damage to any person or property occurring on or after the Delivery Date within the Demised Premises, except to the extent caused by the negligence or willful misconduct of Sublandlord, its agents, employees, or contractors. Sublandlord shall provide notice to Subtenant of any claim for which it is seeking indemnification hereunder promptly after it actually becomes aware of such claim, and Subtenant shall defend such claim with counsel reasonably acceptable to Sublandlord. Sublandlord shall, at Subtenant’s sole cost and expense, cooperate with Subtenant in the prosecution of such defense. The indemnification obligations set forth in this Section and elsewhere in this Sublease (4) any liabilities or causes of action arising prior and the Prime Lease to the Commencement Date provided that the breach is not a result of Subtenant's failure to perform and/or satisfy its obligations under the Sublease. The foregoing indemnification extent incorporated herein) shall survive the expiration or earlier termination of this Sublease, and no indemnification set forth in this Sublease or, as between Sublandlord and Subtenant, the Prime Lease, shall include the obligation to indemnify either for punitive damages or, (excluding the indemnification set forth in Section 25 below), for consequential damages (e.g., lost profits or lost business opportunity). In addition, except as expressly provided otherwise in this Sublease, neither party shall have any liability to the other party hereunder for any indirect, consequential, or punitive damages. Subtenant covenants and agrees that Subtenant will not do anything which would constitute a default under the Prime Lease or omit to do anything which Subtenant is obligated to do under the terms of this Sublease and which would constitute a default under the Prime Lease.

Subtenant’s Indemnity. Sublandlord's IndemnityExcept to the extent that Sublandlord waives such claims under the terms of Section 10(b) above, Subtenant agrees to protect, defend, indemnify and hold Sublandlord and its trustees, members, principals, beneficiaries, partners, officers, directors, shareholders and employees (collectively, the “Sublandlord Related Parties”) harmless from all liabilities, obligations, damages, penalties, claims, actions, costs, liens, charges and expenses, including, without limitation, 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 Sublandlord or any of the Sublandlord Related Parties, or for which Sublandlord may be liable to Master Landlord, arising from (a) the use, modification or occupancy of the Sublease Premises, and (b) the acts or omissions of Subtenant, its employees, agents or contractors, members, trustees, principals, beneficiaries, partners, officers, directors, shareholders, invitees or licensees (collectively, the “Subtenant Related Parties”). ---------------------------------------------- Subtenant shall Subtenant’s obligations to protect, defend, indemnify and hold harmless SublandlordSublandlord and the Sublandlord Related Parties under this Section 10(c) are in no way conditioned upon either (i) Subtenant’s or any Subtenant Related Party’s acts or omissions being a cause of any underlying Losses, its partnersor (ii) Sublandlord or any Sublandlord Related Parties being free of negligence or wrongful conduct in connection therewith; provided, employees, and agents, and Master Landlord, from and against any and all claims, liabilities, suits, judgments, awards, damages, losses, fines, penalties, costs and expenses, including reasonable attorney's feeshowever, that Sublandlord, its partners, employees and agents, and Master Landlord may suffer, incur Subtenant shall not be required to indemnify or be liable for by reason of or arising out of or related hold Sublandlord harmless to the breach by Subtenant of any of the duties, obligations, liabilities or covenants applicable to Subtenant hereunder, any alterations, additions or modifications made to the Premises by Subtenant without all required consents or Subtenant's extent that Sublandlord’s negligence or willful misconduct. Likewise, Sublandlord shall defend, indemnify and hold harmless Subtenant, its partners, employees, and agents, from and against misconduct is the cause of any and all claims, liabilities, suits, judgments, awards, damages, losses, fines, penalties, costs and expenses, including reasonable attorney's fees, that Subtenant, its employees and agents, may suffer, incur or be liable for by reason of or arising out of or related to the breach by Sublandlord of (1) any of the duties, obligations, liabilities or covenants applicable to Sublandlord under this Sublease, (2) any of Sublandlord's duties, obligations, liabilities or covenants under the Master Lease, (3) Sublandlord's gross negligence of willful misconduct, and (4) any liabilities or causes of action arising prior to the Commencement Date provided that the breach is not a result of Subtenant's failure to perform and/or satisfy its obligations under the SubleaseLosses. The foregoing indemnification provisions of this Section 10(c) shall survive the expiration or any earlier termination of this Sublease.

Subtenant’s Indemnity. Sublandlord's Indemnity. ---------------------------------------------- --------------------------------------------------- Subtenant shall defend, indemnify and hold harmless Sublandlord, its partners, employees, and agents, and Master Landlord, from and against any and all claims, liabilities, suits, judgments, awards, damages, losses, fines, penalties, costs and expenses, including reasonable attorney's fees, that Sublandlord, its partners, employees and agents, and Master Landlord may suffer, incur or be liable for by reason of or arising out of or related to the breach by Subtenant of any of the duties, obligations, liabilities or covenants applicable to Subtenant hereunder, any alterations, additions or modifications made to the Premises by Subtenant without all required consents or Subtenant's negligence or willful misconduct. Likewise, Sublandlord shall defend, indemnify and hold harmless Subtenant, its partners, employees, and agents, from and against any and all claims, liabilities, suits, judgments, awards, damages, losses, fines, penalties, costs and expenses, including reasonable attorney's fees, that Subtenant, its employees and agents, may suffer, incur or be liable for by reason of or arising out of or related to the breach by Sublandlord of (1) any of the duties, obligations, liabilities or covenants applicable to Sublandlord under this Sublease, (2) any of Sublandlord's duties, obligations, liabilities or covenants under the Master Lease, (3) Sublandlord's gross negligence of willful misconduct, and (4) any liabilities or causes of action arising prior to the Commencement Date provided that the breach is not a result of Subtenant's failure to perform and/or satisfy its obligations under the Sublease. The foregoing indemnification shall survive termination of this Sublease.

Subtenant’s Indemnity. Sublandlord's IndemnitySubtenant agrees (i) to comply with all provisions of this Sublease and, to the extent incorporated into this Sublease, the Prime Lease; and (ii) to perform all the obligations on the part of the “Tenant” to be performed under the terms of the Prime Lease with respect to the Demised Premises to the extent incorporated herein. ---------------------------------------------- In addition to Subtenant’s other indemnification obligations hereunder, Subtenant shall indemnify, defend, indemnify and hold Sublandlord free and harmless Sublandlord, its partners, employees, and agents, and Master Landlord, from and against any and all claims, claims and related liabilities, suits, judgments, awardscauses of action, damages, losses, fines, penaltiesdamages (including reasonable attorneys’ fees), costs and expenses, including reasonable attorney's fees, that Sublandlord, its partners, employees and agents, and Master Landlord may suffer, incur expenses incurred by or be liable for by reason of or claimed against Sublandlord to the extent arising out of or related (i) any default by Subtenant under this Sublease (through no fault of Sublandlord); (ii) any default by Subtenant under the Prime Lease (through no fault of Sublandlord), to the breach by Subtenant of any of the duties, obligations, liabilities or covenants applicable to Subtenant hereunder, any alterations, additions or modifications made to the Premises by Subtenant without all required consents or Subtenant's negligence or willful misconduct. Likewise, Sublandlord shall defend, indemnify and hold harmless Subtenant, its partners, employees, and agents, from and against any and all claims, liabilities, suits, judgments, awards, damages, losses, fines, penalties, costs and expenses, including reasonable attorney's fees, that Subtenant, its employees and agents, may suffer, incur or be liable for by reason of or arising out of or related to the breach by Sublandlord of (1) any of the duties, obligations, liabilities or covenants applicable to Sublandlord under extent incorporated into this Sublease, ; (2iii) any of Sublandlord's duties, obligations, liabilities or covenants under the Master Lease, (3) Sublandlord's gross negligence of willful misconductmisconduct of Subtenant or any of its agents, employees, contractors or invitees, and/or (iv) any accident, injury, or damage to any person or property occurring on or after the Delivery Date within the Demised Premises, except to the extent caused by the negligence or willful misconduct of Sublandlord, its agents, employees, or contractors. Sublandlord shall provide notice to Subtenant of any claim for which it is seeking indemnification hereunder promptly after it actually becomes aware of such claim, and Subtenant shall defend such claim with counsel reasonably acceptable to Sublandlord. Sublandlord shall, at Subtenant’s sole cost and expense, cooperate with Subtenant in the prosecution of such defense. The indemnification obligations set forth in this Section and elsewhere in this Sublease (4) any liabilities or causes of action arising prior and the Prime Lease to the Commencement Date provided that the breach is not a result of Subtenant's failure to perform and/or satisfy its obligations under the Sublease. The foregoing indemnification extent incorporated herein) shall survive the expiration or earlier termination of this Sublease., and no indemnification set forth in this Sublease or, as between Sublandlord and Subtenant, the Prime Lease, shall include the obligation to indemnify either for punitive damages or, (excluding the indemnification set forth in Section 25 below), for consequential damages (e.g., lost profits or lost business

Subtenant’s Indemnity. Sublandlord's Indemnity. ---------------------------------------------- Without limiting the indemnity provisions of Section 13.a of the Master Lease, as incorporated herein by reference, Subtenant agrees that it shall indemnify, defend, indemnify protect, and hold harmless SublandlordSublandlord and its officers, its partnersagents, employees, successors and assigns (collectively, “Sublandlord’s Agents”) and Master Landlord harmless from and against all claims, demands, actions, causes of action, losses and expenses (collectively “Claims”) which may be brought against Sublandlord, Sublandlord’s Agents or Master Landlord or which Sublandlord, Sublandlord’s Agents or Master Landlord may pay or incur by reason of any breach or default of this Sublease by Subtenant, a misrepresentation by Subtenant with respect to any matter set forth herein, or the acts, omissions, negligence or willful misconduct of Subtenant or Subtenant’s employees, agents, contractors, or invitees in or about the Premises, except to the extent that any such Claim is caused by the gross negligence or willful misconduct of Sublandlord or Sublandlord’s Agents. Without limiting the generality of the foregoing, Subtenant shall indemnify, defend, protect and hold Sublandlord, Sublandlord’s Agents and Master Landlord, Landlord harmless from and against any and all claims, liabilities, suits, judgments, awards, damages, losses, fines, penalties, costs and expenses, including reasonable attorney's fees, that Claims which may be brought against Sublandlord, its partnersSublandlord’s Agents or Master Landlord or which Sublandlord, employees and agents, and Sublandlord’s Agents or Master Landlord may suffer, pay or incur or be liable for by reason of or arising out any violation of or related to the breach any laws by Subtenant of any of the duties, obligations, liabilities or covenants applicable to Subtenant hereunder, any alterations, additions or modifications made to the Premises by Subtenant without all required consents or Subtenant's negligence or willful misconduct. Likewise, Sublandlord shall defend, indemnify and hold harmless Subtenant, its partners, employees, and agents, from and against any and all claims, liabilities, suits, judgments, awards, damages, losses, fines, penalties, costs and expenses, including reasonable attorney's fees, that Subtenant, its employees and agents, may suffer, incur agents or be liable for by reason of or arising out of or related to contractors during the breach by Sublandlord of (1) any of the duties, obligations, liabilities or covenants applicable to Sublandlord under this Sublease, (2) any of Sublandlord's duties, obligations, liabilities or covenants under the Master Lease, (3) Sublandlord's gross negligence of willful misconduct, and (4) any liabilities or causes of action arising prior to the Commencement Date provided that the breach is not a result of Subtenant's failure to perform and/or satisfy its obligations under the Sublease. The foregoing indemnification shall survive termination of this SubleaseTerm.