Common use of SUBTENANT’S INSURANCE AND INDEMNITY Clause in Contracts

SUBTENANT’S INSURANCE AND INDEMNITY. 6.1 Throughout the Term, Subtenant must procure and maintain, at its own cost and expense, such commercial general liability insurance as is required to be carried by Sublandlord under the Master Lease (to the extent applicable to Subtenant’s use, occupancy, maintenance, repair or improvements of the Premises and the Project by Subtenant or any subtenant of Subtenant and any of Subtenant’s or its subtenant’s employees, agents, contractors or invitees), naming Sublandlord and all other parties as may be required to be named under the Master Lease as “additional insureds,” and such property insurance as is required to be carried by Sublandlord under the Master Lease to the extent such property insurance pertains to leasehold improvements installed in the Premises, alterations constructed by Subtenant and all equipment, trade fixtures, inventory, fixtures and personal property located on or in the Premises. Subtenant shall have no obligation to maintain insurance on any of Sublandlord’s equipment, trade fixtures, inventory, fixtures or personal property located on or in the Premises. Subtenant must furnish to Sublandlord a certificate of Subtenant’s insurance required under this Section at least ten (10) days before the Commencement Date. Such certificate shall provide that Sublandlord shall be given not less than thirty (30) days notice of cancellation, intent to non-renew and adverse material changes in the insurance evidenced thereby. 6.2 Subtenant waives claims against Sublandlord for damage to property owned by Subtenant where such damage is covered under any policy of property damage insurance maintained by Subtenant, to the extent such waiver is permitted by Subtenant’s insurers and does not prejudice the insurance required to be carried by Subtenant under this Sublease. Sublandlord waives claims against Subtenant for damage to property owned by Sublandlord where such damage is covered under any policy of property damage insurance maintained by Sublandlord, to the extent such waiver is permitted by Sublandlord’s insurers and does not prejudice the insurance carried by Sublandlord or required to be carried by Sublandlord under this Sublease. Subtenant hereby waives claims against Master Landlord and Sublandlord for death, injury, loss or damage of every kind and nature, to the same extent that Sublandlord waives or releases such claims against Master Landlord under Section 14 the Master Lease, except such claims arising out of Sublandlord’s or Master Landlord’s negligence or willful misconduct and which is not covered by insurance required to be maintained by Subtenant pursuant to this Sublease. 6.3 Subtenant agrees to obtain, for the benefit of Master Landlord and Sublandlord, such waivers of subrogation rights from its insurer as are required, if applicable, of Sublandlord, as the tenant, under the Master Lease. Sublandlord agrees to obtain, for the benefit of Subtenant, a waiver of subrogation rights from its insurers. 6.4 Subtenant hereby agrees to indemnify, defend and hold harmless Sublandlord and Master Landlord on the terms and conditions provided in and pursuant to the provision of Section 14 of the Master Lease, as if each of Master Landlord and Sublandlord were “Lessor thereunder, except such claims, damages or loss arising out of Sublandlord’s negligence or willful misconduct and which is not covered by insurance required to be maintained by Subtenant pursuant to this Sublease

Appears in 1 contract

Samples: Net Office Lease (Borland Software Corp)

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SUBTENANT’S INSURANCE AND INDEMNITY. 6.1 7.1 Throughout the Term, Subtenant must shall procure and maintain, at its own cost and expense, such commercial general liability insurance as is required to be carried by Sublandlord under the Master Lease (to the extent applicable to Subtenant’s use, occupancy, maintenance, repair or improvements of the Premises and the Project by Subtenant or any subtenant of Subtenant and any of Subtenant’s or its subtenant’s employees, agents, contractors or invitees)Lease, naming Sublandlord and all other parties Master Landlord, as may be an additional insured in the manner required to be named under the Master Lease as “additional insureds,” therein, and such property insurance as is required to be carried by Sublandlord under the Master Lease to the extent such property insurance pertains to the Premises. If the Master Lease requires Sublandlord to insure leasehold improvements installed or alterations, then Subtenant shall insure such leasehold improvements which are located in the Premises, as well as alterations constructed by Subtenant and all equipment, trade fixtures, inventory, fixtures and personal property located on or in the PremisesPremises made by Subtenant. Subtenant shall have no obligation to maintain insurance on any of Sublandlord’s equipment, trade fixtures, inventory, fixtures or personal property located on or in the Premises. Subtenant must furnish to Sublandlord a certificate of Subtenant’s 's insurance required under this Section at least 7.1 ten (10) days before the Commencement Date. Such certificate shall provide that Sublandlord shall be given not less than thirty (30) days notice of cancellation, intent to non-renew and adverse material changes in the insurance evidenced therebywhichever is earlier. 6.2 7.2 Subtenant waives claims against Sublandlord for damage to property owned by Subtenant where such damage is covered under any policy of property damage insurance maintained (or required by this Sublease to be maintained) by Subtenant, to the extent such waiver is permitted by Subtenant’s insurers and does not prejudice the insurance required to be carried by Subtenant under this Sublease. Sublandlord waives claims against Subtenant for damage to property owned by Sublandlord where such damage is covered under any policy of property damage insurance maintained by Sublandlord, to the extent such waiver is permitted by Sublandlord’s insurers and does not prejudice the insurance carried by Sublandlord or required to be carried by Sublandlord under this Sublease. Subtenant hereby waives claims against Master Landlord and Sublandlord for death, injury, loss or damage of every kind and nature, if and to the same extent that Sublandlord waives or releases such claims against Master Landlord under Section 14 the Master Lease, except such claims arising out of Sublandlord’s or Master Landlord’s negligence or willful misconduct and which is not covered by insurance required to be maintained by Subtenant pursuant to this Sublease. 6.3 . Subtenant agrees to obtain, for the benefit of Master Landlord and Sublandlord, such waivers of subrogation rights from its insurer as are required, if applicable, required of Sublandlord, as the tenant, Sublandlord under the Master Lease. Sublandlord . 7.3 Subtenant agrees to obtainprotect, defend, indemnify and hold Sublandlord harmless from all losses, damages, liabilities and expenses which Sublandlord may incur, or for which Sublandlord may be liable to Master Landlord, arising from the benefit acts or omissions of Subtenant, a waiver or any events occurring in or about the Premises during the Term, which are the subject matter of subrogation rights from its insurers. 6.4 any indemnity or hold harmless of Sublandlord to Master Landlord under the Master Lease; provided, that Sublandlord gives prompt notice of any claim asserted formally or informally by the Master Landlord for such indemnity or hold harmless and affords Subtenant hereby agrees complete control over the negotiation and/or compromise of the obligation; provided, further that Subtenant shall have no obligation under this Section 7.3 for any obligations of Sublandlord to indemnifyMaster Landlord arising out of or related to Sublandlord's own acts or omissions or arising out of agreements between Master Landlord and Sublandlord other than the Master Lease itself. Subtenant's obligations to protect, defend defend, indemnify and hold harmless Sublandlord and Master Landlord on the terms and conditions provided under this Section 7.3 are in and pursuant no way conditioned upon either (a) Subtenant's acts or omissions being a cause of any underlying claim, demand, action, loss or damage, or (b) Sublandlord being free of negligence or wrongful conduct in connection therewith; provided, however, that Subtenant shall not be required to indemnify or hold Sublandlord harmless for any indemnity or hold harmless to the provision of Section 14 of the Master Lease, as if each of Master Landlord and Sublandlord were “Lessor thereunder, except such claims, damages or loss arising out of extent it is caused by Sublandlord’s 's negligence or willful misconduct and which is not covered by insurance required to be maintained by Subtenant pursuant to this Sublease..

Appears in 1 contract

Samples: Sub Sublease Agreement (Remote MDX Inc)

SUBTENANT’S INSURANCE AND INDEMNITY. 6.1 7.1 Throughout the Term, Subtenant must shall procure and maintain, at its own cost and expense, such commercial general liability insurance as is required to be carried by Sublandlord under the Master Lease (to the extent applicable to Subtenant’s use, occupancy, maintenance, repair or improvements of the Premises and the Project by Subtenant or any subtenant of Subtenant and any of Subtenant’s or its subtenant’s employees, agents, contractors or invitees)Lease, naming Sublandlord and all other parties Master Landlord, as may be an insured in the manner required to be named under the Master Lease as “additional insureds,” therein, and such property insurance as is required to be carried by Sublandlord under the Master Lease to the extent such property insurance pertains to the Premises. If the Master Lease requires Sublandlord to insure leasehold improvements installed or alterations, then Subtenant shall insure such leasehold improvements, which are located in the Premises, as well as alterations constructed by Subtenant and all equipment, trade fixtures, inventory, fixtures and personal property located on or in the PremisesPremises made by Subtenant. Subtenant shall have no obligation to maintain insurance on any of Sublandlord’s equipment, trade fixtures, inventory, fixtures or personal property located on or in the Premises. Subtenant must furnish to Sublandlord a certificate of Subtenant’s 's insurance required under this Section at least ten (10) days 7.l on or before the Commencement Date. Such certificate shall provide that Sublandlord shall be given not less than thirty (30) days notice of cancellation, intent to non-renew and adverse material changes in the insurance evidenced thereby. 6.2 7.2 Subtenant waives claims against Sublandlord for damage to property owned by Subtenant where such damage is covered under any policy of property damage insurance maintained (or required by this Sublease to be maintained) by Subtenant, to the extent such waiver is permitted by Subtenant’s insurers and does not prejudice the insurance required to be carried by Subtenant under this Sublease. Sublandlord waives claims against Subtenant for damage to property owned by Sublandlord where unless such damage is covered under any policy of property damage insurance maintained caused solely by Sublandlord, to the extent such waiver is permitted by Sublandlord’s insurers and does not prejudice the insurance carried by Sublandlord 's gross negligence or required to be carried by Sublandlord under this Subleasewillful misconduct. Subtenant hereby waives claims against Master Landlord and Sublandlord for death, injury, loss or damage of every kind and nature, if and to the same extent that Sublandlord waives or releases such claims against Master Landlord under Section 14 the Master Lease, except such claims arising out of Sublandlord’s or Master Landlord’s negligence or willful misconduct and which is not covered by insurance required to be maintained by Subtenant pursuant to this Sublease. 6.3 . Subtenant agrees to obtain, for the benefit of Master Landlord and Sublandlord, such waivers of subrogation rights from its insurer as are requiredrequired of Sublandlord under the Master Lease. 7.3 Subtenant agrees to protect, if applicabledefend, indemnify and hold Sublandlord harmless from all losses, damages, liabilities and expenses which Sublandlord may incur, or for which Sublandlord may be liable to Master Landlord, arising from the acts or omissions of SublandlordSubtenant, as or any events occurring in or about the tenantPremises during the Term, which are the subject matter of any indemnity or hold harmless of Sublandlord to Master Landlord under the Master Lease. Sublandlord agrees Subtenant's obligations to obtainprotect, for the benefit of Subtenantdefend, a waiver of subrogation rights from its insurers. 6.4 Subtenant hereby agrees to indemnify, defend indemnify and hold harmless Sublandlord and Master Landlord on the terms and conditions provided under this Section 7.3 are in and pursuant no way conditioned upon either (a) Subtenant's acts or omissions being a cause of any underlying claim, demand, action, loss or damage, or (b) Sublandlord being free of negligence or wrongful conduct in connection therewith; provided, however, that Subtenant shall not be required to indemnify or hold Sublandlord harmless to the provision of Section 14 of the Master Lease, as if each of Master Landlord and Sublandlord were “Lessor thereunder, except such claims, damages or loss arising out of extent it is established that Sublandlord’s 's gross negligence or willful misconduct and which is not covered by insurance required to be maintained by Subtenant pursuant to this Subleasethe sole cause of any claim, demand, action, loss or damage.

Appears in 1 contract

Samples: Sublease (E Centives Inc)

SUBTENANT’S INSURANCE AND INDEMNITY. 6.1 8.1 Throughout the Term, Subtenant must shall procure and maintain, at its own cost and expense, such workers’ compensation, business interruption and commercial general liability insurance as is required to be carried by Sublandlord Tenant under the Master Lease (to the extent applicable to Subtenant’s useLease, occupancy, maintenance, repair or improvements of the Premises and the Project by Subtenant or any subtenant of Subtenant and any of Subtenant’s or its subtenant’s employees, agents, contractors or invitees), naming Sublandlord and all other parties as may be required to be named under the Master Lease as “additional insureds,” and such property insurance as is required to be carried by Sublandlord Tenant under the Master Lease to the extent such property insurance pertains to the Sublease Premises, all naming Sublandlord (and any of its designees), as well as Master Landlord, as additional insureds and loss payees in the manner required in the Master Lease. If the Master Lease requires the Tenant to insure leasehold improvements installed or Alterations (defined below), then Subtenant shall insure such leasehold improvements which are located in the Sublease Premises, as well as alterations constructed by Subtenant and all equipment, trade fixtures, inventory, fixtures and personal property located on or in the PremisesSublease Premises made by Subtenant. Subtenant shall have no obligation to maintain insurance on any of Sublandlord’s equipment, trade fixtures, inventory, fixtures or personal property located on or in the Premises. Subtenant must furnish to Sublandlord a certificate of Subtenant’s insurance required under this Section at least ten (10) days 8.1 on or before the Commencement Date, or, if applicable, prior to accessing the Sublease Premises prior to the Commencement Date pursuant to Section 3.4. Such certificate Subtenant’s general liability policies shall provide cross-liability coverage for Subtenant and Sublandlord (and any of its designees) to provide severability of interests, and the coverage afforded to Sublandlord must be as broad as that afforded to Subtenant. Within five (5) business days after any renewal or promptly upon any other request by Sublandlord, Subtenant shall furnish Sublandlord shall be given with copies of policies, or evidence of insurance, evidencing maintenance and renewal of the required coverage on AXXXX 25 or other form reasonably acceptable to Sublandlord in its sole discretion, and a copy of the endorsement to Subtenant’s liability policy showing the additional insureds. In the event Subtenant does not maintain said insurance, Sublandlord may, in its sole discretion and without waiving any other remedies hereunder, upon not less than thirty five (305) days days’ prior written notice to Subtenant, procure said insurance and Subtenant shall pay to Sublandlord as rent the cost of cancellation, intent to non-renew and adverse material changes in the said insurance evidenced therebyplus a five percent (5%) administrative fee. 6.2 Subtenant 8.2 Each party hereby waives claims against Sublandlord the other, and their respective agents, employees, successors, assignees, and subtenants, for damage to property owned by Subtenant the waiving party where such damage is covered under any policy of property damage insurance maintained by Subtenantmaintained, to without regard for the extent negligence or willful misconduct of the parties so released, so long as such waiver is permitted by Subtenant’s insurers and does not prejudice invalidate or adversely affect the waiving party’s property insurance; and each party shall obtain from its insurance required carrier a waiver of its right of subrogation. Subtenant agrees to be carried by Subtenant under this Sublease. Sublandlord waives claims against Subtenant obtain, for damage to property owned by Sublandlord where such damage is covered under any policy the benefit of property damage insurance maintained by Master Landlord and Sublandlord, to such waivers of subrogation rights from its insurer as are required of Sublandlord, as Tenant, under the extent such waiver is permitted by Sublandlord’s insurers and does not prejudice the insurance carried by Sublandlord or required to be carried by Sublandlord under this SubleaseMaster Lease. Subtenant hereby waives claims against Master Landlord and Sublandlord for death, injury, loss or damage of every kind and nature, if and to the same extent that Sublandlord Sublandlord, as Tenant, waives or releases such claims against Master Landlord under Section 14 the Master Lease. 8.3 To the fullest extent permitted by law, except such Subtenant waives all claims against Sublandlord for economic damages, damage to any property or injury or death of any person in, on or about the Sublease Premises arising out of Sublandlord’s at any time or Master Landlord’s from any cause other than to the extent resulting directly from the gross negligence or willful misconduct and which is not covered by insurance required to be maintained by Subtenant pursuant to this Sublease. 6.3 of Sublandlord. Subtenant agrees to obtainprotect, defend, indemnify and hold Sublandlord harmless from all claims, losses, damages, liabilities and expenses which Sublandlord may incur, or for which Sublandlord may be liable to Master Landlord, arising from (a) the benefit use, modification or occupancy of Master Landlord the Sublease Premises or the Furniture during the Term, (b) the acts or omissions of Subtenant, its employees, agents, invitees, or contractors, and Sublandlord(c) any acts or events occurring in or about the Sublease Premises during the Term, such waivers which are the subject matter of subrogation rights from its insurer as are required, if applicable, any indemnity or hold harmless of Sublandlord, as the tenantTenant, to Master Landlord under the Master Lease. Sublandlord agrees Subtenant’s obligations to obtainprotect, for the benefit of Subtenantdefend, a waiver of subrogation rights from its insurers. 6.4 Subtenant hereby agrees to indemnify, defend indemnify and hold harmless Sublandlord and Master Landlord on the terms and conditions provided under this Section 8.3 are in and pursuant no way conditioned upon either (i) Subtenant’s acts or omissions being a cause of any underlying claim, demand, action, loss or damage, or (ii) Sublandlord being free of negligence or wrongful conduct in connection therewith; provided, however, that Subtenant shall not be required to indemnify or hold Sublandlord harmless to the provision of Section 14 of the Master Lease, as if each of Master Landlord and Sublandlord were “Lessor thereunder, except such claims, damages or loss arising out of extent it is established that Sublandlord’s gross negligence or willful misconduct and which is not covered by insurance required to be maintained by Subtenant pursuant to this Subleasethe cause of any claim, demand, action, liability, expenses, loss or damage.

Appears in 1 contract

Samples: Sublease (Onyx Pharmaceuticals Inc)

SUBTENANT’S INSURANCE AND INDEMNITY. 6.1 8.1 Throughout the Sublease Term, Subtenant must shall procure and maintain, at its own cost and expense, such workers’ compensation, business interruption and commercial general liability insurance and any other coverages as is are required to be carried by Sublandlord Tenant under the Master Lease (to the extent applicable to Subtenant’s useLease, occupancy, maintenance, repair or improvements of the Premises and the Project by Subtenant or any subtenant of Subtenant and any of Subtenant’s or its subtenant’s employees, agents, contractors or invitees), naming Sublandlord and all other parties as may be required to be named under the Master Lease as “additional insureds,” and such property insurance as is required to be carried by Sublandlord Tenant under the Master Lease to the extent such property insurance pertains to the Sublease Premises, all naming Sublandlord (and any of its designees), as well as Master Landlord, as additional insureds and loss payees in the manner required in the Master Lease. If the Master Lease requires the Tenant to insure leasehold improvements installed or alterations, then Subtenant shall insure such leasehold improvements which are located in the Sublease Premises, as well as alterations constructed by Subtenant and all equipment, trade fixtures, inventory, fixtures and personal property located on or in the PremisesSublease Premises made by Subtenant. Subtenant shall have no obligation to maintain insurance on any of Sublandlord’s equipment, trade fixtures, inventory, fixtures or personal property located on or in the Premises. Subtenant must furnish to Sublandlord a certificate of Subtenant’s insurance required under this Section at least ten (10) days 8.1 on or before the Commencement Date. Such certificate Subtenant’s general liability policies shall provide cross-liability coverage for Subtenant and Sublandlord (and any of its designees) to provide severability of interests, and the coverage afforded to Sublandlord must be as broad as that afforded to Subtenant. Within five (5) business days after any renewal or promptly upon any other request by Sublandlord, Subtenant shall furnish Sublandlord with copies of policies, or evidence of insurance, evidencing maintenance and renewal of the required coverage on such form as is reasonably acceptable to Sublandlord, and a copy of the endorsement to Subtenant’s liability policy showing the additional insureds. In the event Subtenant does not maintain said insurance, Sublandlord may, in its sole discretion and without waiving any other remedies hereunder, procure said insurance and Subtenant shall be given not less than thirty pay to Sublandlord as Rent the cost of said insurance, plus a ten percent (3010%) days notice of cancellation, intent to non-renew and adverse material changes in the insurance evidenced thereby.administrative fee.. 6.2 Subtenant 8.2 Each party hereby waives claims against Sublandlord the other for damage to property owned by Subtenant the waiving party where such damage is covered under any policy of property damage insurance maintained by Subtenantmaintained, to the extent so long as such waiver is permitted by Subtenant’s insurers and does not prejudice invalidate or adversely affect the waiving party’s property insurance; and each party shall obtain from its insurance required carrier a waiver of its right of subrogation. Subtenant agrees to be carried by Subtenant under this Sublease. Sublandlord waives claims against Subtenant obtain, for damage to property owned by Sublandlord where such damage is covered under any policy the benefit of property damage insurance maintained by Master Landlord and Sublandlord, to such waivers of subrogation rights from its insurer as are required of Sublandlord, as Tenant, under the extent such waiver is permitted by Sublandlord’s insurers and does not prejudice the insurance carried by Sublandlord or required to be carried by Sublandlord under this SubleaseMaster Lease. Subtenant hereby waives claims against Master Landlord and Sublandlord for death, injury, loss or damage of every kind and nature, if and to the same extent that Sublandlord Sublandlord, as Tenant, waives or releases such claims against Master Landlord under Section 14 the Master Lease. 8.3 To the fullest extent permitted by law, except such Subtenant waives all claims against Sublandlord for economic damages, damage to any property or injury or death of any person in, on or about the Sublease Premises arising out of Sublandlord’s at any time or Master Landlord’s from any cause other than to the extent caused by the gross negligence or willful misconduct and which is not covered by insurance required to be maintained by Subtenant pursuant to this Sublease. 6.3 of Sublandlord. Subtenant agrees to obtainprotect, defend, indemnify and hold Sublandlord harmless from all claims, losses, damages, liabilities and expenses which Sublandlord may incur, or for which Sublandlord may be liable to Master Landlord, arising from (a) the benefit use, modification or occupancy of Master Landlord the Sublease Premises or the Furniture and SublandlordEquipment during the Sublease Term; (b) the use, such waivers modification or occupancy of, any of subrogation rights from the licensed areas by Subtenant, its insurer as employees, agents, contractors, invitees or licensees; (c) the acts or omissions of Subtenant, its employees, agents or contractors; and (d) any acts or events occurring in or about the Sublease Premises during the Sublease Term, which are required, if applicable, the subject matter of any indemnity or hold harmless of Sublandlord, as the tenantTenant, to Master Landlord under the Master Lease. Sublandlord agrees Subtenant’s obligations to obtainprotect, for the benefit of Subtenantdefend, a waiver of subrogation rights from its insurers. 6.4 Subtenant hereby agrees to indemnify, defend indemnify and hold harmless Sublandlord and Master Landlord on the terms and conditions provided under this Section 8.3 are in and pursuant no way conditioned upon either (i) Subtenant’s acts or omissions being a cause of any underlying claim, demand, action, loss or damage, or (ii) Sublandlord being free of negligence or wrongful conduct in connection therewith; provided, however, that Subtenant shall not be required to indemnify or hold Sublandlord harmless to the provision of Section 14 of the Master Lease, as if each of Master Landlord and Sublandlord were “Lessor thereunder, except such claims, damages or loss arising out of extent it is established that Sublandlord’s gross negligence or willful misconduct is the cause of any claim, demand, action, liability, expenses, loss or damage. 8.4 To the fullest extent permitted by law, Sublandlord and which is not covered Subtenant waive all claims against each other for economic damages, damage to any property or injury or death of any person in, on or about the Retained Space or Shared Space arising at any time or from any cause except to the extent caused by insurance required to be maintained by Subtenant pursuant to this Subleasethe gross negligence or willful misconduct of the other party.

Appears in 1 contract

Samples: Sublease (Aradigm Corp)

SUBTENANT’S INSURANCE AND INDEMNITY. 6.1 7.1 Throughout the Term, Subtenant must shall procure and maintain, at its own cost and expense, such the following insurance with limits as summarized in the table below: Commercial General Liability $ 1,000,000 $ 2,000,000 Umbrella Excess Liability Insurance $ 5,000,000 $ 5,000,000 Employer Liability and Workers Compensation $ 1,000,000 $ 1,000,000 Automobile $ 1,000,000 $ 1,000,000 Real Property Insurance $ 5,000,000 n/a Personal Property Insurance Equal to 10% of the replacement cost of the Subtenant’s personal property within the Premises. Equal to the sum of 100% of the replacement cost of the Subtenant’s personal property within the Premises. 7.2 Such commercial general liability insurance as with limits set forth above is required to be carried by Sublandlord under the Master Lease (to the extent applicable to Subtenant’s use, occupancy, maintenance, repair or improvements of the Premises and the Project by Subtenant or any subtenant of Subtenant and any shall name each of Sublandlord and Master Landlord, as additional insureds; provided, however, the insurance limits set for above for the policy of insurance shall be supplemented with umbrella excess liability policy coverage of not less than the limits set forth above. Subtenant shall furnish Sublandlord a certificate of Subtenant’s or its subtenant’s employees, agents, contractors or invitees), naming Sublandlord and all other parties as may be commercial general liability insurance required under this Section 7.2 prior to be named under the Master Lease as “additional insureds,” and such Sublease Commencement Date. 7.3 Such real property insurance as and personal property insurance with limits set forth above is required to be carried by Sublandlord under Subtenant at all times during the Master Lease to Sublease Term in accordance with the extent limits set forth above. Subtenant shall ensure that all such property insurance pertains pertaining to leasehold improvements installed the Premises shall be in amounts and limits of not less than the Premises, alterations constructed by Subtenant and all equipment, trade fixtures, inventory, fixtures and full replacement cost of the Subtenant’s personal property and trade fixtures located on or in at the Premises. Subtenant shall have no obligation to maintain insurance on any of Sublandlord’s equipment, trade fixtures, inventory, fixtures or personal property insure such leasehold improvements which are located on or in the Premises, as well as alterations in the Premises made by or for the benefit of Subtenant. Subtenant must shall furnish to Sublandlord a certificate of Subtenant’s property insurance required under this Section at least ten (10) days before 7.3 prior to the Sublease Commencement Date. . 7.4 Such certificate shall provide that Sublandlord shall be given employer liability insurance with limits set forth above for each accident, employee and disease, and with limits set forth above for workers compensation insurance or not less than the Statutory limits required by law if greater, as determined from time to time during the Sublease Term is required to be carried by Subtenant. Subtenant shall furnish Sublandlord a certificate of Subtenant’s employer liability and workers compensation insurance required under this Section 7.4 prior to the Sublease Commencement Date. 7.5 Such automobile liability insurance covering all owned, if any, hired or non- owned vehicles with limits set forth above, or not less than the Statutory limits required by law if greater, as determined from time to time during the Sublease Term is required to be carried by Subtenant. Subtenant shall furnish Sublandlord a certificate of Subtenant’s automobile liability insurance required under this Section 7.5 prior to the Sublease Commencement Date. 7.6 The minimum limits of policies of insurance required to be carried by Subtenant under this Sublease shall in no event or circumstance limit the liability of Subtenant under this Sublease. Such insurance shall (i) be issued by an insurance company having an AM Best rating of not less than A-VIII (or to the extent that AM Best ratings are no longer available, then to similar rating from another comparable rating agency), and licensed or authorized to do business in California, (ii) be in form and content reasonably acceptable to Sublandlord and Master Landlord. Subtenant shall not do or permit anything to be done which invalidates the required insurance policies. Subtenant shall notify Sublandlord thirty (30) days notice prior to the expiration date or cancellation date of cancellation, intent any insurance policy and provide Sublandlord a copy of a binder of proposed certificate of insurance policy that will replace the same immediately following cancelation or termination of current insurance to non-renew the satisfaction of Sublandlord. Subtenant shall carry and adverse material changes in maintain during the Sublease Term at Subtenant’s sole cost and expense increased amounts of the insurance evidenced therebyrequired to be carried by Subtenant and such other reasonable types of insurance coverage in such reasonable amounts covering the Premises and Subtenant’s operations therein, as may be reasonably requested by Sublandlord (and consistent with the commercially reasonable practices of sublandlords of similar space in comparable buildings) or Master Landlord in accordance with the terms, covenants and conditions of the Master Lease. 6.2 7.7 In respect of property within the Premises, Subtenant waives claims against Sublandlord for damage to property owned by Subtenant where such damage is covered under any policy of property damage insurance maintained (or required by this Sublease to be covered under insurance to be maintained) by Subtenant, to the extent such waiver is permitted by Subtenant’s insurers and does not prejudice the insurance required to be carried by Subtenant under this Sublease. Sublandlord waives claims against Subtenant for damage to property owned by Sublandlord where such damage is covered under any policy of property damage insurance maintained by Sublandlord, to the extent such waiver is permitted by Sublandlord’s insurers and does not prejudice the insurance carried by Sublandlord or required to be carried by Sublandlord under this Sublease. Subtenant hereby waives xxxxxx xxxxxx claims against Master Landlord and Sublandlord for death, injury, loss or damage of every kind and nature, if and to the same extent that Sublandlord waives or releases such claims against Master Landlord under Section 14 the Master Lease, except such claims arising out of Sublandlord’s or Master Landlord’s negligence or willful misconduct and which is not covered by insurance required to be maintained by Subtenant pursuant to this Sublease. 6.3 . Subtenant agrees to obtain, for the benefit of Master Landlord and Sublandlord, such waivers of subrogation rights from its insurer insurers as are required, if applicable, required of Sublandlord, as the tenant, Sublandlord under the Master Lease. Subtenant’s policies of insurance shall provide terms and limits that account for this waiver of claims by Subtenant. 7.8 Subtenant agrees to protect, defend, indemnify and hold Sublandlord harmless from all losses, damages, liabilities and expenses which Sublandlord may incur, or for which Sublandlord may be liable to Master Landlord, arising from the acts or omissions of Subtenant, or any events occurring in or about the Premises during the Sublease Term, which are the subject matter of any indemnity or hold harmless of Sublandlord to Master Landlord under the Master Lease. 7.9 Sublandlord agrees to obtain, for the benefit of Subtenant, a waiver of subrogation rights from its insurers. 6.4 Subtenant hereby agrees remain primarily liable to indemnify, defend and hold harmless Sublandlord and Master Landlord on the terms for all losses, damages, liabilities and conditions provided in and pursuant expenses which Master Landlord may incur, or for which Sublandlord may be liable to the provision of Section 14 of Master Landlord, arising from the Master Lease. Sublandlord’s obligation under this Section 7.9 shall in no way relieve Subtenant of liability for, as if each or condition in any way Subtenant’s acts or omissions being a cause of Master Landlord and Sublandlord were “Lessor thereunderany underlying claim, except such claimsdemand, damages action, loss or loss arising out of Sublandlorddamage, or Subtenant’s negligence or willful misconduct wrongful conduct in connection therewith, resulting in damage to the Premises and which is not covered by insurance required to be maintained by Subtenant pursuant to this Subleaseor Project, Sublandlord and or Master Landlord.

Appears in 1 contract

Samples: Sublease (Biomea Fusion, Inc.)

SUBTENANT’S INSURANCE AND INDEMNITY. 6.1 7.1 Throughout the Term, Subtenant must shall procure and maintain, at its own cost and expense, such commercial general liability insurance as is required to be carried by Sublandlord under the Master Lease (to the extent applicable to Subtenant’s use, occupancy, maintenance, repair or improvements of the Premises and the Project by Subtenant or any subtenant of Subtenant and any of Subtenant’s or its subtenant’s employees, agents, contractors or invitees)Lease, naming Sublandlord and all other parties Master Landlord, as may be an additional insured in the manner required to be named under the Master Lease as “additional insureds,” therein, and such property insurance as is required to be carried by Sublandlord under the Master Lease to the extent such property insurance pertains to the Premises. If the Master Lease requires Sublandlord to insure leasehold improvements installed or alterations, then Subtenant shall insure such leasehold improvements which are located in the Premises, as well as alterations constructed by Subtenant and all equipment, trade fixtures, inventory, fixtures and personal property located on or in the PremisesPremises made by Subtenant. Subtenant shall have no obligation to maintain insurance on any of Sublandlord’s equipment, trade fixtures, inventory, fixtures or personal property located on or in the Premises. Subtenant must furnish to Sublandlord a certificate of Subtenant’s insurance required under this Section at least 7.1 ten (10) days before the Commencement Date. Such certificate shall provide that Sublandlord shall be given not less than thirty (30) days notice of cancellation, intent to non-renew and adverse material changes in the insurance evidenced thereby. 6.2 7.2 Subtenant waives claims against Sublandlord for damage to property owned by Subtenant where such damage is covered under any policy of property damage insurance maintained (or required by this Sublease to be maintained) by Subtenant, to the extent such waiver is permitted by Subtenant’s insurers and does not prejudice the insurance required to be carried by Subtenant under this Sublease. Sublandlord waives claims against Subtenant for damage to property owned by Sublandlord where such damage is covered under any policy of property damage insurance maintained by Sublandlord, to the extent such waiver is permitted by Sublandlord’s insurers and does not prejudice the insurance carried by Sublandlord or required to be carried by Sublandlord under this Sublease. Subtenant hereby waives claims against Master Landlord and Sublandlord for death, injury, loss or damage of every kind and nature, if and to the same extent that Sublandlord waives or releases such claims against Master Landlord under Section 14 the Master Lease, except such claims arising out of Sublandlord’s or Master Landlord’s negligence or willful misconduct and which is not covered by insurance required to be maintained by Subtenant pursuant to this Sublease. 6.3 . Subtenant agrees to obtain, for the benefit of Master Landlord and Sublandlord, such waivers of subrogation rights from its insurer as are required, if applicable, required of Sublandlord, as the tenant, Sublandlord under the Master Lease. Sublandlord . 7.3 Subtenant agrees to obtainprotect, defend, indemnify and hold Sublandlord harmless from all losses, damages, liabilities and expenses which Sublandlord may incur, or for which Sublandlord may be liable to Master Landlord, arising from the benefit acts or omissions of Subtenant, a waiver or any events occurring in or about the Premises during the Term, which are the subject matter of subrogation rights from its insurers. 6.4 any indemnity or hold harmless of Sublandlord to Master Landlord under the Master Lease; provided, that Sublandlord gives prompt notice of any claim asserted formally or informally by the Master Landlord for such indemnity or hold harmless and affords Subtenant hereby agrees complete control over the negotiation and/or compromise of the obligation; provided, further that Subtenant shall have no obligation under this Section 7.3 for any obligations of Sublandlord to indemnifyMaster Landlord arising out of or related to Sublandlord’s own acts or omissions or arising out of agreements between Master Landlord and Sublandlord other than the Master Lease itself. Subtenant’s obligations to protect, defend defend, indemnify and hold harmless Sublandlord and Master Landlord on the terms and conditions provided under this Section 7.3 are in and pursuant no way conditioned upon either (a) Subtenant’s acts or omissions being a cause of any underlying claim, demand, action, loss or damage, or (b) Sublandlord being free of negligence or wrongful conduct in connection therewith; provided, however, that Subtenant shall not be required to indemnify or hold Sublandlord harmless for any indemnity or hold harmless to the provision of Section 14 of the Master Lease, as if each of Master Landlord and Sublandlord were “Lessor thereunder, except such claims, damages or loss arising out of extent it is caused by Sublandlord’s gross negligence or willful misconduct and which is not covered by insurance required to be maintained by Subtenant pursuant to this Subleasemisconduct.

Appears in 1 contract

Samples: Sub Sublease Agreement (Data Domain, Inc.)

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SUBTENANT’S INSURANCE AND INDEMNITY. 6.1 8.1 Throughout the Sublease Term, Subtenant must shall procure and maintain, at its own cost and expense, such workers' compensation, business interruption and commercial general liability insurance as is required to be carried by Sublandlord Tenant under the Master Lease (to the extent applicable to Subtenant’s useLease, occupancy, maintenance, repair or improvements of the Premises and the Project by Subtenant or any subtenant of Subtenant and any of Subtenant’s or its subtenant’s employees, agents, contractors or invitees), naming Sublandlord and all other parties as may be required to be named under the Master Lease as “additional insureds,” and such property insurance as is required to be carried by Sublandlord Tenant under the Master Lease to the extent such property insurance pertains to the Sublease Premises, all naming Sublandlord, as well as Master Landlord, as additional insureds and loss payees in the manner required in the Master Lease. If the Master Lease requires the Tenant to insure leasehold improvements installed or alterations, then Subtenant shall insure such leasehold improvements which are located in the Sublease Premises, as well as alterations constructed by Subtenant and all equipment, trade fixtures, inventory, fixtures and personal property located on or in the PremisesSublease Premises made by Subtenant. Subtenant shall have no obligation to maintain insurance on any of Sublandlord’s equipment, trade fixtures, inventory, fixtures or personal property located on or in the Premises. Subtenant must furnish to Sublandlord a certificate of Subtenant’s 's insurance required under this Section at least ten (10) days 8.1 on or before the Commencement Date. Such certificate shall provide that Sublandlord Subtenant's general liability policies shall be given not less than endorsed as needed to provide cross-liability coverage for Subtenant and Sublandlord and to provide severability of interests, and the coverage afforded to Sublandlord must be as broad as that afforded to Subtenant. At least thirty (30) days notice prior to expiration of cancellationsuch policies, intent and promptly upon any other request by Sublandlord, Subtenant shall furnish Sublandlord with copies of policies, or evidence of insurance, evidencing maintenance and renewal of the required coverage on XXXXX 27 or other form acceptable to non-renew Sublandlord in its sole discretion, and adverse material changes a copy of the endorsement to Subtenant's liability policy showing the additional insureds. In the event Subtenant does not maintain said insurance, Sublandlord may, in its sole discretion and without waiving any other remedies hereunder, procure said insurance and Subtenant shall pay to Sublandlord as rent the cost of said insurance evidenced therebyplus a ten percent (10%) administrative fee. 6.2 Subtenant 8.2 Each party hereby waives claims against Sublandlord the other for damage to property owned by Subtenant the waiving party where such damage is covered under any policy of property damage insurance maintained by Subtenantmaintained, to the extent so long as such waiver is permitted by Subtenant’s insurers and does not prejudice invalidate or adversely affect the insurance required to be carried by Subtenant under this Sublease. Sublandlord waives claims against Subtenant for damage to property owned by Sublandlord where such damage is covered under any policy of waiving party's property damage insurance maintained by Sublandlord, insurance; and each party shall attempt to the extent such waiver is permitted by Sublandlord’s insurers and does not prejudice the insurance carried by Sublandlord or required to be carried by Sublandlord under this Sublease. Subtenant hereby waives claims against Master Landlord and Sublandlord for death, injury, loss or damage of every kind and nature, to the same extent that Sublandlord waives or releases such claims against Master Landlord under Section 14 the Master Lease, except such claims arising out of Sublandlord’s or Master Landlord’s negligence or willful misconduct and which is not covered by insurance required to be maintained by Subtenant pursuant to this Sublease. 6.3 Subtenant agrees to obtain, for the benefit of Master Landlord and Sublandlord, such waivers of subrogation rights obtain from its insurer as are required, if applicable, of Sublandlord, as the tenant, under the Master Lease. Sublandlord agrees to obtain, for the benefit of Subtenant, a waiver of subrogation rights from its insurers. 6.4 Subtenant hereby agrees to indemnify, defend and hold harmless Sublandlord and Master Landlord on the terms and conditions provided in and pursuant to the provision of Section 14 of the Master Lease, as if each of Master Landlord and Sublandlord were “Lessor thereunder, except such claims, damages or loss arising out of Sublandlord’s negligence or willful misconduct and which is not covered by insurance required to be maintained by Subtenant pursuant to this Subleaseinsurance

Appears in 1 contract

Samples: Consent to Sublease (Aquantive Inc)

SUBTENANT’S INSURANCE AND INDEMNITY. 6.1 7.1 Throughout the Term, Subtenant must shall procure and maintain, at its own cost and expense, such commercial general liability insurance as is required to be carried by Sublandlord under the Master Lease (to the extent applicable to Subtenant’s use, occupancy, maintenance, repair or improvements of the Premises and the Project by Subtenant or any subtenant of Subtenant and any of Subtenant’s or its subtenant’s employees, agents, contractors or invitees)Lease, naming Sublandlord and all other parties Master Landlord, as may be additional insured in the manner required to be named under the Master Lease as “additional insureds,” therein, and such property insurance as is required to be carried by Sublandlord under the Master Lease to the extent such property insurance pertains to the Premises. If the Master Lease requires Sublandlord to insure leasehold improvements installed or alterations, then Subtenant shall insure such leasehold improvements which are located in the Premises, as well as alterations constructed by Subtenant and all equipment, trade fixtures, inventory, fixtures and personal property located on or in the PremisesPremises made by Subtenant. Subtenant shall have no obligation to maintain insurance on any of Sublandlord’s equipment, trade fixtures, inventory, fixtures or personal property located on or in the Premises. Subtenant must furnish to Sublandlord a certificate of Subtenant’s insurance required under this Section at least ten (10) days before 7.1 prior to the Commencement Date. Such certificate shall provide that Sublandlord shall be given not less than thirty (30) days notice of cancellation, intent to non-renew and adverse material changes in the insurance evidenced thereby. 6.2 7.2 Subtenant waives claims against Sublandlord for damage to property owned by Subtenant where such damage is covered under any policy of property damage insurance maintained (or required by this Sublease to be maintained) by Subtenant, to the extent such waiver is permitted by Subtenant’s insurers and does not prejudice the insurance required to be carried by Subtenant under this Sublease. Sublandlord waives claims against Subtenant for damage to property owned by Sublandlord where such damage is covered under any policy of property damage insurance maintained (or required by the Master Lease or this Sublease to be maintained) by Sublandlord; provided, however, all of Sublandlord’s FF&E (defined in Section 19 below) shall be the responsibility of Subtenant during the Term of this Sublease and as such Sublandlord’s waiver provided herein shall not apply to the extent such waiver is permitted by Sublandlordsame, it being acknowledged that Subtenant shall be bound to the terms of Section 19 and shall replace any damaged or destroyed FF&E at Subtenant’s insurers sole cost and does not prejudice the insurance carried by Sublandlord or required to be carried by Sublandlord under this Subleaseexpense. Subtenant hereby waives claims against Master Landlord and Sublandlord for death, injury, loss or damage of every kind and nature, if and to the same extent that Sublandlord waives or releases such claims against Master Landlord under Section 14 the Master Lease, except such claims arising out of Sublandlord’s or Master Landlord’s negligence or willful misconduct and which is not covered by insurance required to be maintained by Subtenant pursuant to this Sublease. 6.3 . Subtenant agrees to obtain, for the benefit of Master Landlord and Sublandlord, such waivers of subrogation rights from its insurer as are requiredrequired of Sublandlord under the Master Lease. 7.3 Subtenant agrees to protect, if applicableindemnify, defend and hold Sublandlord harmless from all losses, damages, liabilities and expenses which Sublandlord may incur, or for which Sublandlord may be liable to Master Landlord, arising from the acts or omissions of SublandlordSubtenant, as or any events occurring in or about the tenantPremises during the Term, which are the subject matter of any indemnity or hold harmless of Sublandlord to Master Landlord under the Master Lease. Sublandlord agrees Subtenant’s obligations to obtainprotect, for the benefit of Subtenant, a waiver of subrogation rights from its insurers. 6.4 Subtenant hereby agrees to indemnify, defend and hold harmless Sublandlord and Master Landlord on the terms and conditions provided under this Section 7.3 are in and pursuant to the provision no way conditioned upon either (a) Subtenant’s acts or omissions being a cause of Section 14 any underlying claim, demand, action, loss or damage, or (b) Sublandlord being free of the Master Lease, as if each of Master Landlord and Sublandlord were “Lessor thereunder, except such claims, damages or loss arising out of Sublandlord’s negligence or willful misconduct and which is not covered by insurance required to be maintained by Subtenant pursuant to this Subleasewrongful conduct in connection therewith.

Appears in 1 contract

Samples: Sublease (Conceptus Inc)

SUBTENANT’S INSURANCE AND INDEMNITY. 6.1 Throughout the Term, Subtenant must procure and maintain, at its own cost and expense, such commercial general liability insurance as is Sublandlord shall not be required to maintain the insurance required under Section 11.2 of the Master Lease. Subtenant shall be carried by Sublandlord required to maintain the insurance required of “tenant” under Section 11.1 of the Master Lease (to and shall comply with the extent applicable to Subtenant’s use, occupancy, maintenance, repair or improvements requirements set forth in 11.3 of the Premises and the Project by Subtenant or any subtenant of Subtenant and any of Subtenant’s or its subtenant’s employees, agents, contractors or invitees), naming Sublandlord and all other parties as may be required to be named under the Master Lease as “additional insureds,” and such property insurance as is required to be carried by Sublandlord under the Master Lease to the extent such property insurance pertains to leasehold improvements installed in the Premises, alterations constructed by Subtenant and all equipment, trade fixtures, inventory, fixtures and personal property located on or in the Premises. Subtenant shall have no obligation to maintain insurance on any of Sublandlord’s equipment, trade fixtures, inventory, fixtures or personal property located on or in the Premises. Subtenant must furnish to Sublandlord a certificate of Subtenant’s insurance required under this Section at least ten (10) days before the Commencement Date. Such certificate shall provide that Sublandlord shall be given not less than thirty (30) days notice of cancellation, intent to non-renew and adverse material changes in the insurance evidenced therebyLease. 6.2 Subtenant waives claims against Sublandlord for damage to property owned by Subtenant where such damage is covered under any policy of property damage insurance maintained by Subtenant, to the extent such waiver is permitted by Subtenant’s insurers and does not prejudice the insurance required to be carried by Subtenant under this Sublease. Sublandlord waives claims against Subtenant for damage to property owned by Sublandlord where such damage is covered under any policy of property damage insurance maintained by Sublandlord, to the extent such waiver is permitted by Sublandlord’s insurers and does not prejudice the insurance carried by Sublandlord or required to be carried by Sublandlord under this Sublease. Subtenant hereby waives claims against Master Landlord and Sublandlord for death, injury, loss or damage of every kind and nature, if and to the same extent that Sublandlord waives or releases such claims against Master Landlord under Section 14 the Master Lease, except such claims arising out of Sublandlord’s or Master Landlord’s negligence or willful misconduct and which is not covered by insurance required to be maintained by Subtenant pursuant to this Sublease. 6.3 Subtenant agrees to obtain, for the benefit of Master Landlord and Sublandlord, such waivers of subrogation rights from its insurer as are required, if applicable, of Sublandlord, as the tenant, under the Master Lease. Sublandlord agrees and Subtenant shall each procure an appropriate clause in or endorsement to obtainany property insurance covering the Premises and personal property, fixtures and equipment located therein, wherein the insurer waives subrogation or consent to a waiver of right of recovery, and, notwithstanding anything to the contrary contained herein, Sublandlord and Subtenant agree not to make any claim against, or seek to recover from, the other for any loss or damage to its property or the benefit property of others resulting form the fire or tore hazards to the extent covered by such property insurance; provided, however, that the release, discharge, exoneration and covenant not to xxx contained herein and in the Master Lease shall be limited by and be coextensive with the terms and provisions of the waiver of subrogation or the waiver of right of recovery. Subtenant acknowledges that Sublandlord shall not carry insurance for and shall not be responsible for, (i) Subtenant furniture, fixtures, equipment or other property, and (ii) any loss suffered by Subtenant due to the interruption of Subtenant’s business. 6.3 Subtenant shall indemnify, defend and hold Sublandlord harmless against any claims, demands, judgments and awards, losses , liabilities and expenses, including reasonable attorneys fees and costs, resulting from (i) the use and occupancy of the Premises and the Building by Subtenant, its employees, agents and invitees, (ii) any act, error, omission or negligence of Subtenant, its employees agents and invitees in, on or about the Premises and the Building, (iii) any alterations or improvements made to the Premises, whether Sublandlord gave its consent thereto or not, (iv) any violations of applicable law by Subtenant; and (v) any Default. Subtenant’s obligation to indemnify and hold Sublandlord harmless shall not extend to any portion of a waiver loss, judgment or award directly attributable to Sublandlord or its agents, contractors’ or employees’ gross or active negligence or willful misconduct. Sublandlord’s and Subtenant’s obligations under this Section shall survive the expiration or termination of subrogation rights from its insurersthis Sublease. 6.4 Subtenant hereby agrees to indemnify, defend and hold harmless Sublandlord and Master Landlord on the same terms and conditions provided in and pursuant to the provision of Section 14 of the Master LeaseLease for Sublandlord (as the “tenant” thereunder) to indemnify the Master Landlord, as if each of the Master Landlord and Sublandlord were “Lessor Landlord” thereunder; provided, except however, that Subtenant will have no obligation to indemnify, defend or hold harmless either Master Landlord (subject to Master Landlord’s consent hereto) or Sublandlord under such terms and conditions in the master Lease to the extent that any of the claims, damages demands, liabilities or loss arising out causes of action at issue are caused by Master Landlord’s, Sublandlord’s or any of their respective agents, contractors or employees, gross negligence or willful misconduct misconduct. 6.5 To the fullest extent allowed by applicable law, in the event of any breach of this Sublease by Sublandlord, Sublandlord shall not be liable to Subtenant for any punitive, exemplary or consequential damages incurred by Subtenant, including, without limitation, any damages related to the interruption of Subtenant’s business or loss of income or profit therefrom, and which is not covered by insurance required to be maintained by Subtenant pursuant to this Subleasehereby releases Sublandlord from any and all such damages.

Appears in 1 contract

Samples: Sub Sublease Agreement (Enernoc Inc)

SUBTENANT’S INSURANCE AND INDEMNITY. 6.1 Throughout the Term, Subtenant must procure and maintain, at its own cost and expense, such commercial general liability insurance as is required to be carried by Sublandlord under the Master Lease (to the extent applicable to Subtenant’s use, occupancy, maintenance, repair or improvements of the Premises and the Project by Subtenant or any Sub-subtenant of Subtenant and any of Subtenant’s or its subtenant’s employees, agents, contractors or invitees), naming Sublandlord and all other parties as may be required to be named under the Master Lease as “additional insureds,” and such property insurance as is required to be carried by Sublandlord under the Master Lease to the extent such property insurance pertains to leasehold improvements installed in the Premises, alterations constructed by Subtenant and all equipment, trade fixtures, inventory, fixtures and personal property located on or in the Premises. Subtenant shall have no obligation to maintain insurance on any of Sublandlord’s equipment, trade fixtures, inventory, fixtures or personal property located on or in the Premises. Subtenant must furnish to Sublandlord a certificate of Subtenant’s insurance required under this Section at least ten (10) days before the Commencement Date. Such certificate shall provide that Sublandlord shall be given not less than thirty (30) days notice of cancellation, intent to non-renew and adverse material changes in the insurance evidenced thereby. 6.2 Subtenant waives claims against Sublandlord for damage to property owned by Subtenant where such damage is covered under any policy of property damage insurance maintained by Subtenant, to the extent such waiver is permitted by Subtenant’s insurers and does not prejudice the insurance required to be carried by Subtenant under this Sublease. Sublandlord waives claims against Subtenant for damage to property owned by Sublandlord where such damage is covered under any policy of property damage insurance maintained by Sublandlord, to the extent such waiver is permitted by Sublandlord’s insurers and does not prejudice the insurance carried by Sublandlord or required to be carried by Sublandlord under this Sublease. Subtenant hereby waives claims against Master Landlord Lessor, Master Sublessor and Sublandlord Sub-sublessor for death, injury, loss or damage of every kind and nature, if and to the same extent that Sublandlord Sub-sublandlord waives or releases such claims against Master Landlord Sublessor under Section 14 the Master Lease, except such claims arising out of Sublandlord’s Sublease or Master Landlord’s negligence or willful misconduct and which is not covered by insurance required to be maintained by Subtenant pursuant to this Sublease. 6.3 Subtenant agrees to obtain, for the benefit of Master Landlord and Sublandlord, such waivers of subrogation rights from its insurer as are required, if applicable, of Sublandlord, as the tenant, Lessor under the Master Lease. Sublandlord agrees Sub-sublandlord and Sub-subtenant shall each procure an appropriate clause in or endorsement to obtainany property insurance covering the Premises (and the premises subleased under the Master Sublease) and personal property, for fixtures and equipment located therein, wherein the benefit of Subtenant, insurer waives subrogation or consents to a waiver of right of recovery, and, notwithstanding anything to the contrary contained herein, Sub-sublandlord and Sub-subtenant agree not to make any claim against, or seek to recover from, the other for any loss or damage to its property or the property of others resulting from fire or other hazards to the extent of coverage by such property insurance; provided, however, that the release, discharge, exoneration and covenant not to xxx contained herein and in the Master Lease shall be limited by and be coextensive with the terms and provisions of the waiver of subrogation rights from its insurers. 6.4 Subtenant hereby agrees or waiver of right of recovery. Sub-subtenant acknowledges that Sub-sublandlord shall not carry insurance for and shall not be responsible for Sub-subtenant’s furniture, fixtures, equipment or other property, and any loss suffered by Sub- Sub-subtenant due to the interruption of Sub-subtenant’s business. Sub-subtenant shall indemnify, defend and hold Sub-sublandlord harmless Sublandlord and Master Landlord on the terms and conditions provided in and pursuant to the provision of Section 14 of the Master Lease, as if each of Master Landlord and Sublandlord were “Lessor thereunder, except such against any claims, damages or loss arising out of Sublandlord’s demands, judgments and awards, losses, liabilities and expenses, including reasonable attorneys fees and costs, resulting from (i) the negligence or willful misconduct of Sub-subtenant, its employees, agents and which is invitees in the Building (ii) any act, omission or negligence of Sub-subtenant, its employees, agents and invitees in the Premises, (iii) any alterations or improvements made to the Premises, whether Sub- sublessor gave its consent thereto or not covered (iv) any violations of applicable law by insurance required Sub-subtenant; and (v) any Default. Sub-subtenant’s obligation to indemnify and hold Sub-sublandlord harmless shall not extend to any portion of a loss, judgment or award directly attributable to Sub- sublessor or its agents, contractors’ or employees’ gross or active negligence or willful misconduct provided that Sub-sublandlord give Sun-subtenant prompt written notice of any such claim or threatened claim, and Sub-subtenant cooperates (at no expense to Sub-subtenant) in any defense or settlement of such claim. Sub-sublandlord’s and Sub-subtenant’s obligations under this Section shall survive the expiration or termination of this Sub-sublease. Sub-sublandlord shall indemnify, defend and hold Sub-subtenant harmless against any claims, demands, judgments and awards, losses, liabilities and expenses, including reasonable attorneys fees and costs, resulting from (i) the negligence or willful misconduct of Sub-sublandlord, its employees, agents and invitees in the Building (ii) any act, omission or negligence of Sub-subtenant, its employees, agents and invitees in the remainder to the premises subleased to Sub-sublandlord under the Master Sublease, and (iii) any default by Sub-sublandlord under, or early termination of, the Master Sublease. To the fullest extent allowed by applicable law, in the event of any breach of this Sub- Sublease by either party, each party shall not be maintained by Subtenant pursuant to this Subleaseliable for any punitive, exemplary or consequential damages, including, without limitation, any business interruption damages or loss of income or profit there from, and all such remedies or damages are expressly waived.

Appears in 1 contract

Samples: Sub Sublease Agreement (Enernoc Inc)

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