Common use of Waiver of Claims and Indemnity Clause in Contracts

Waiver of Claims and Indemnity. (a) Subtenant hereby releases and waives any and all claims against Landlord and Sublandlord and each of their respective officers, directors, partners, agents and employees for injury or damage to person, property or business sustained in or about the Leased Premises by Subtenant other than by reason of gross negligence or willful misconduct and except in any case which would render this release and waiver void under applicable law. (b) Subtenant agrees to indemnify, defend and hold harmless Landlord and its beneficiaries, Sublandlord and each of their respective officers, directors, partners, agents and employees, from and against any and all claims, demands, liabilities, costs and expenses of every kind and nature, including reasonable attorneys’ fees and litigation expenses, arising out of or with respect to or from Subtenant’s use, possession or occupancy (or rights thereto) of the Leased Premises (including such use, possession or occupancy by Subtenant prior to the commencement of the Term in its capacity as prior tenant under the Prime Lease), or any events or occurrences on, under, or about the Leased Premises, Subtenant’s construction or authorization of any work or leasehold improvements in the Leased Premises or from any breach or default on the part of Subtenant in the performance of any agreement, covenant, obligation, warranty or representation of Subtenant to be performed or performed under this Sublease or pursuant to the terms of this Sublease, or from any act or neglect of Subtenant or its agents, officers, employees, guests, servants, invitees or customers in or about the Leased Premises, other than by reason of gross negligence or willful misconduct on the part of any of the foregoing indemnitees. In case any action or proceeding is brought against any of said indemnified parties, Subtenant covenants, if requested by Sublandlord, to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (and, if provided in the Prime Lease, by Landlord). (c) Subtenant acknowledges that prior to the assignment to, and assumption by, Sublandlord of the Prime Lease, Subtenant was the tenant under the Prime Lease, and agrees that all of Subtenant’s liabilities and obligations under this Sublease, including, without limitation, Subtenant’s indemnification obligations under Section 10(b), shall apply to the extent such liabilities or obligations arise from any matter first arising or accruing during Subtenant’s tenancy and occupancy of the Leased Premises under the Prime Lease (the “Subtenant Occupancy Period”). Sublandlord acknowledges and agrees that such obligations of Subtenant shall not apply to any matter first arising or accruing during the period of time (i) prior to the Subtenant Occupancy Period, or (ii) after the expiration or earlier termination of the Term of this Sublease, except to the extent such liabilities or obligations expressly survive such expiration or termination.

Waiver of Claims and Indemnity. (a) Subtenant hereby 16.1. To the extent permitted by law, Tenant releases the Indemnitees from, and waives any and all claims against Landlord and Sublandlord and each of their respective officersfor, directors, partners, agents and employees for injury or damage to personproperty sustained by Tenant or any occupant of the Building or Premises resulting directly or indirectly from any existing or future condition, property defect, matter or business sustained thing in and about the Project or the Premises or any part of either or any equipment or appurtenance therein, or resulting from any accident in or about the Leased Real Property, or resulting directly or indirectly from any act or neglect of any tenant or occupant of the Building or of any other person, including Landlord’s agents, except where resulting from the willful act of any of the Indemnitees. If any such damage, whether to the Premises or to any part of the Project, results from any act or neglect of Tenant, its employees, servants, agents, contractors, invitees and customers, Tenant will be liable therefor and Landlord may, at Landlord’s option, repair such damage and Tenant will, upon demand by Subtenant other than Landlord, as payment of additional Rent hereunder, reimburse Landlord within 30 days of demand for the total cost of such repairs, in excess of amounts, if any, paid to Landlord under insurance covering such damages. Tenant will not be liable for any damage caused by reason its acts or neglect if Landlord or a tenant has recovered the full amount of gross negligence or willful misconduct the damage from proceeds of insurance policies and except in any case which would render this release and waiver void under applicable lawthe insurance company has waived its right of subrogation against Tenant. (b) Subtenant 16.2. To the extent permitted by Law, Tenant agrees to indemnify, protect, defend and hold the Indemnitees harmless Landlord and its beneficiaries, Sublandlord and each of their respective officers, directors, partners, agents and employees, from and against any and all non-Indemnitee third party actions, claims, demands, liabilities, costs and expenses of every kind and natureexpenses, including reasonable attorneys’ attorney’s fees and litigation expensesexpenses for the defense thereof, from the undertaking of any Tenant Additions or repairs to the Premises, arising out from the conduct of or with respect to or from SubtenantTenant’s use, possession or business on and/or Tenants occupancy (or rights thereto) of the Leased Premises (including such use, possession or occupancy by Subtenant prior to the commencement of the Term in its capacity as prior tenant under the Prime Lease), or any events or occurrences on, under, or about the Leased Premises, Subtenant’s construction or authorization of any work or leasehold improvements in the Leased Premises or from any breach or default on the part of Subtenant Tenant in the performance of any agreement, covenant, obligation, warranty covenant or representation agreement on the part of Subtenant Tenant to be performed or performed under this Sublease or pursuant to the terms of this SubleaseLease, or from any negligent act or neglect of Subtenant or Tenant, its agents, officers, employees, guestscontractors, servants, invitees or customers employees, in or about the Leased Premises, other than by reason of gross negligence or willful misconduct on the part of any of the foregoing indemnitees. In case of any action or proceeding is brought against the Indemnitees by reason of any of said indemnified partiessuch claim, Subtenant covenantsupon notice from Landlord, if requested by Sublandlord, Tenant covenants to defend such action or proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (and, if provided in the Prime Lease, by Landlord). (c) Subtenant acknowledges that prior to the assignment to, and assumption by, Sublandlord of the Prime Lease, Subtenant was the tenant under the Prime Lease, and agrees that all of Subtenant’s liabilities and obligations under this Sublease, including, without limitation, Subtenant’s indemnification obligations under Section 10(b), shall apply to the extent such liabilities or obligations arise from any matter first arising or accruing during Subtenant’s tenancy and occupancy of the Leased Premises under the Prime Lease (the “Subtenant Occupancy Period”). Sublandlord acknowledges and agrees that such obligations of Subtenant shall not apply to any matter first arising or accruing during the period of time (i) prior to the Subtenant Occupancy Period, or (ii) after the expiration or earlier termination of the Term of this Sublease, except to the extent such liabilities or obligations expressly survive such expiration or termination.

Waiver of Claims and Indemnity. (a) Subtenant hereby releases and waives any and all claims against Landlord and Sublandlord and each of their respective officersTenant shall protect, directors, partners, agents and employees for injury or damage to person, property or business sustained in or about the Leased Premises by Subtenant other than by reason of gross negligence or willful misconduct and except in any case which would render this release and waiver void under applicable law. (b) Subtenant agrees to indemnify, defend and hold harmless Landlord and Landlord, its beneficiariespartners, Sublandlord and each of their respective members, officers, shareholders, directors, partnersemployees, agents and employees, property managers harmless from and against any and all losses, damages, costs, claims, demands, liabilities, costs and expenses of every kind and nature, including reasonable attorneys’ fees and litigation fees, expenses, liability, fines, and penalties arising out from (i) any default or breach by Tenant in the observance or performance of or with respect to or from Subtenant’s use, possession or occupancy (or rights thereto) any of the Leased Premises terms, covenants or conditions of this Lease by Tenant or (including such useii) any negligence or willful misconduct of Tenant or Tenant Representative in, possession or occupancy by Subtenant prior to the commencement of the Term in its capacity as prior tenant under the Prime Lease), or any events or occurrences on, under, or about the Leased Premises, Subtenant’s construction or authorization any part of the Project, either during or prior to occupancy or during the Term of this Lease. Notwithstanding the foregoing, in no event shall Tenant be liable for indirect or consequential damages of Landlord (including lost profits) however occurring. (b) Landlord shall protect, indemnify, defend and hold Tenant, its partners, members, officers, shareholders, directors and employees harmless from and against any work and all losses, damages, costs, claims, attorneys’ fees, expenses, liability, fines, and penalties arising from (i) any default or leasehold improvements breach by Landlord in the Leased Premises observance or from any breach or default on the part of Subtenant in the performance of any agreementof the terms, covenant, obligation, warranty covenants or representation of Subtenant to be performed or performed under this Sublease or pursuant to the terms conditions of this Sublease, Lease by Landlord or from (ii) any act or neglect of Subtenant or its agents, officers, employees, guests, servants, invitees or customers in or about the Leased Premises, other than by reason of gross negligence or willful misconduct on of Landlord or Landlord Representative in, on, or about the Premises, or any part of any of the foregoing indemnitees. In case any action Project, either during or proceeding is brought against any of said indemnified parties, Subtenant covenants, if requested by Sublandlord, to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (and, if provided in the Prime Lease, by Landlord). (c) Subtenant acknowledges that prior to the assignment to, and assumption by, Sublandlord of the Prime Lease, Subtenant was the tenant under the Prime Lease, and agrees that all of Subtenant’s liabilities and obligations under this Sublease, including, without limitation, Subtenant’s indemnification obligations under Section 10(b), shall apply to the extent such liabilities occupancy or obligations arise from any matter first arising or accruing during Subtenant’s tenancy and occupancy of the Leased Premises under the Prime Lease (the “Subtenant Occupancy Period”). Sublandlord acknowledges and agrees that such obligations of Subtenant shall not apply to any matter first arising or accruing during the period of time (i) prior to the Subtenant Occupancy Period, or (ii) after the expiration or earlier termination of the Term of this SubleaseLease. Notwithstanding the foregoing, except to the extent such liabilities in no event shall Landlord be liable for indirect or obligations expressly survive such expiration or terminationconsequential damages of Tenant (including lost profits) however occurring.

Waiver of Claims and Indemnity. (a) Subtenant hereby releases and waives waived any and all claims against Landlord and Sublandlord and each of their respective its officers, directors, partners, members, agents and employees for injury or damage to person, property or business sustained in or about the Leased Building or the Sublease Premises by Subtenant Subtenant, other than by reason of gross negligence or willful misconduct of Sublandlord and except in any case which would render this release and waiver void under applicable the law. (b) Subtenant agrees to indemnify, defend and hold harmless Landlord Sublandlord and its beneficiariesmembers, Sublandlord and each of their respective officers, directors, partners, agents and employees, from and against any and all claims, demands, liabilities, costs and expenses of every kind and nature, including reasonable attorneys’ ' fees and litigation expensesexpenses (hereinafter "Claims"), arising out of or with respect to or from Subtenant’s use, possession or 's occupancy (or rights thereto) of the Leased Premises (including such use, possession or occupancy by Subtenant prior to the commencement of the Term in its capacity as prior tenant under the Prime Lease), or any events or occurrences on, under, or about the Leased Sublease Premises, Subtenant’s 's construction or authorization of any work or leasehold improvements in the Leased Sublease Premises or from any breach or default on the part of Subtenant in the performance of any agreement, covenant, obligation, warranty agreement or representation covenant of Subtenant performed or to be performed or performed under this Sublease or pursuant to the terms of this Sublease, or from any act or neglect of Subtenant or its agents, members, officers, employees, guests, servants, invitees or customers in or about the Leased Sublease Premises, other than by reason of gross negligence or willful misconduct on the part of any of the foregoing indemnitees. In case any action or such proceeding is brought against any of said indemnified parties, Subtenant covenants, if requested by Sublandlord, to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (and, if provided in Sublandlord. The foregoing indemnity from Subtenant shall not be construed to cover Landlord's or Sublandlord's breach of the Prime Lease, by Landlord)Lease or this Sublease or either of said party's gross negligence or willful misconduct. (c) Sublandlord agrees to indemnify, defend and hold harmless Subtenant acknowledges that prior and its shareholders, officers, directors, partners, agents and employees, from and against any and all Claims arising from any breach or default on the part of Sublandlord in the performance of any agreement or covenant of Sublandlord performed or to be performed under this Sublease or pursuant to the assignment to, and assumption byterms of this Sublease. In case any proceeding which is covered by the indemnity described in the preceding sentence is brought against any of said indemnified parties, Sublandlord covenants, if requested by Subtenant, to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Subtenant. The foregoing indemnity from Sublandlord shall not be construed to cover Claims which arise solely as a result of Landlord's breach of the Prime Lease, Subtenant was the tenant under the Prime Lease, and agrees that all Lease or of Subtenant’s liabilities and obligations under this Sublease, including, without limitation, Subtenant’s indemnification obligations under Section 10(b), shall apply to the extent such liabilities or obligations arise from any matter first arising or accruing during Subtenant’s tenancy and occupancy of the Leased Premises under the Prime Lease (the “Subtenant Occupancy Period”). Sublandlord acknowledges and agrees that such obligations of Subtenant shall not apply to any matter first arising or accruing during the period of time (i) prior to the Subtenant Occupancy Period, or (ii) after the expiration or earlier termination of the Term 's breach of this Sublease, except to the extent such liabilities or obligations expressly survive such expiration or termination.

Waiver of Claims and Indemnity. (a) Subtenant hereby releases Except for the negligence of the Landlord, its beneficiaries and waives any and all claims against Landlord and Sublandlord and each of their respective officers, directors, partners, agents and employees for injury or (but not to the extent that Tenant does not have insurance coverage with respect thereto), to the extent permitted by law, the Tenant releases the Landlord, its beneficiaries, and their respective agents and servants from, and waives all claims for, damage to personperson or property sustained by the Tenant or any occupant of the Building or Premises resulting from the Building or Premises or any part of either or any equipment or appurtenance becoming out of repair, property or business sustained resulting from any accident in or about the Leased Premises by Subtenant Building, or resulting directly or indirectly from any act or neglect of any tenant or occupant of the Building or of any other person, other than Landlord's agents and servants as provided above. Without limiting the generality of the foregoing, this Paragraph 14 shall apply to the flooding of basements or other subsurface areas, and to damage caused by reason refrigerators, sprinkling devices, air-conditioning apparatus, water, snow, frost, steam, excessive heat or cold, falling plaster, broken glass, sewage, gas, odors or noise, or the bursting or leaking of gross pipes or plumbing fixtures, and shall apply equally whether any such damage results from the act or neglect of other tenants, occupants or servants in the Building or of any other person (other than Landlord's agents and servants as provided above), and whether such damage be caused or result from any thing or circumstances above mentioned or referred to, or any other thing or circumstance whether of a like nature or of a wholly different nature. If any such damage, whether to the Premises or to the Building or any part thereof, or whether to the Landlord or other tenants in the Building, results from any act or neglect of the Tenant, its employees, agents, invitees and customers, the Tenant shall be liable therefor and the Landlord may, at the Landlord's option, repair such damage and the Tenant shall, upon demand by Landlord, reimburse the Landlord forthwith for the total cost of such repairs. The Tenant shall not be liable for any damage caused by its act or neglect if the Landlord or a tenant has recovered the full amount of the damage from insurance and the insurance company has waived its right of subrogation against the Tenant. All property belonging to the Tenant or any occupant of the Premises that is in the building or the Premises shall be there at the risk of the Tenant or other person only, and the Landlord shall not be liable for damage thereto or theft or misappropriation thereof. Except for the negligence or willful misconduct of the Landlord, its beneficiaries and except in any case which would render this release and waiver void under applicable law. (b) Subtenant agrees to indemnify, defend and hold harmless Landlord and its beneficiaries, Sublandlord and each of their respective officers, directors, partners, agents and employees, from Tenant agrees to indemnify and save the Landlord, its beneficiaries, and their respective agents and employees harmless against any and all claims, demands, liabilities, costs and expenses of every kind and natureexpenses, including reasonable attorneys’ attorney's fees and litigation expensesfor the defense thereof, arising out of or with respect to or from Subtenant’s use, possession or occupancy (or rights thereto) Tenant's occupation of the Leased Premises (including such use, possession or occupancy by Subtenant prior to the commencement of the Term in its capacity as prior tenant under the Prime Lease), or any events or occurrences on, under, or about the Leased Premises, Subtenant’s construction or authorization of any work or leasehold improvements in the Leased Premises or from any breach or default on the part of Subtenant Tenant in the performance of any agreement, covenant, obligation, warranty covenant or representation agreement on the part of Subtenant Tenant to be performed or performed under this Sublease or pursuant to the terms of this SubleaseLease, or from any act or neglect negligence of Subtenant or Tenant, its agents, officers, employees, guests, servants, invitees employees or customers invitees, in or about the Leased Premises, other than by reason of gross negligence or willful misconduct on the part of any of the foregoing indemnitees. In case of any action or proceeding is brought against Landlord, its beneficiaries, or their respective agents or employees by reason of any of said indemnified partiessuch claim, Subtenant covenantsupon notice from Landlord, if requested by Sublandlord, Tenant covenants to defend such action or proceeding at its sole cost and expense by legal retaining counsel reasonably satisfactory to Sublandlord (and, if provided in the Prime Lease, by Landlord). (c) Subtenant acknowledges that prior to the assignment to, and assumption by, Sublandlord of the Prime Lease, Subtenant was the tenant under the Prime Lease, and agrees that all of Subtenant’s liabilities and obligations under this Sublease, including, without limitation, Subtenant’s indemnification obligations under Section 10(b), shall apply to the extent such liabilities or obligations arise from any matter first arising or accruing during Subtenant’s tenancy and occupancy of the Leased Premises under the Prime Lease (the “Subtenant Occupancy Period”). Sublandlord acknowledges and agrees that such obligations of Subtenant shall not apply to any matter first arising or accruing during the period of time (i) prior to the Subtenant Occupancy Period, or (ii) after the expiration or earlier termination of the Term of this Sublease, except to the extent such liabilities or obligations expressly survive such expiration or termination.

Waiver of Claims and Indemnity. (a) Subtenant To the extent permitted by Law, Tenant hereby releases the Indemnitees from, and waives any and all claims against Landlord and Sublandlord and each of their respective officersfor, directors, partners, agents and employees for injury or damage to personperson or property sustained by the Tenant or any occupant of the Premises or the Property resulting directly or indirectly from any existing or future condition, property defect, matter or business sustained thing in and about the Premises or the Property or any part of either or any equipment or appurtenance therein, or resulting from any accident in or about the Leased Premises or the Property, or resulting directly or indirectly from any act or neglect of any tenant or occupant of the Property or of any other person, including Landlord’s agents and servants, except to the extent caused by Subtenant other than by reason of the gross negligence or willful misconduct and except in wrongful act of any case which would render this release of the Indemnitees. Tenant hereby fully waives any consequential damages, compensation or claims for inconvenience or loss of business, rents, or profits as a result of such injury or damage, whether or not caused by the gross negligence or willful and waiver void under applicable law. (b) Subtenant wrongful act of any of the Indemnitees. To the extent permitted by Law, Tenant hereby indemnifies, and agrees to indemnifyprotect, defend and hold harmless Landlord and its beneficiariesthe Indemnitees harmless, Sublandlord and each of their respective officers, directors, partners, agents and employees, from and against any and all actions, claims, demands, liabilitiesliability, costs and expenses of every kind and natureexpenses, including reasonable attorneys’ fees and litigation expensesexpenses for the defense thereof, arising out of or with respect to or from SubtenantTenant’s use, possession or occupancy (or rights thereto) of the Leased Premises (including such usePremises, possession from the undertaking of any Tenant Alterations or occupancy by Subtenant prior repairs to the commencement Premises by Tenant, from the conduct of Tenant’s business on the Term in its capacity as prior tenant under the Prime Lease), or any events or occurrences on, under, or about the Leased Premises, Subtenant’s construction or authorization of any work or leasehold improvements in the Leased Premises or from any breach or default on the part of Subtenant Tenant in the performance of any agreement, covenant, obligation, warranty covenant or representation agreement on the part of Subtenant Tenant to be performed or performed under this Sublease or pursuant to the terms of this SubleaseLease, or from any wrongful act or neglect negligence of Subtenant or Tenant, its agents, officerscontractors, servants, employees, guestscustomers or invitees, servants, invitees or customers in or about the Leased Premises, other than by reason of gross negligence Premises or willful misconduct on the part of any of the foregoing indemniteesProperty. In case any Tenant covenants to defend such action or proceeding is brought against any of said indemnified parties, Subtenant covenants, if requested by Sublandlord, to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (and, if provided in the Prime Lease, chosen by Landlord). (c) Subtenant acknowledges that prior . Landlord reserves the right to settle, compromise or dispose of any and all actions, claims and demands related to the assignment to, and assumption by, Sublandlord foregoing indemnity. The foregoing indemnity shall not operate to relieve Indemnitees of the Prime Lease, Subtenant was the tenant under the Prime Lease, and agrees that all of Subtenant’s liabilities and obligations under this Sublease, including, without limitation, Subtenant’s indemnification obligations under Section 10(b), shall apply liability to the extent such liabilities or obligations arise from any matter first arising or accruing during Subtenant’s tenancy liability is caused by the willful and occupancy wrongful act of Indemnitees. Further, the Leased Premises under the Prime Lease (the “Subtenant Occupancy Period”). Sublandlord acknowledges and agrees that such obligations of Subtenant shall not apply to any matter first arising or accruing during the period of time (i) prior indemnity is subject to the Subtenant Occupancy Periodamounts, or (ii) after if any, paid to Landlord under its “All-Risks” property insurance. This Article Fifteen shall survive the expiration or earlier termination of the Term of this Sublease, except to the extent such liabilities or obligations expressly survive such expiration or terminationLease.

Waiver of Claims and Indemnity. (a) Subtenant hereby releases and waives any and all claims against Landlord and Sublandlord and each of their its respective officers, directors, partners, agents and employees for injury or damage to person, property or business sustained in or about the Leased Building or the Subleased Premises by Subtenant other than by reason of gross the negligence or willful misconduct of Sublandlord, its agents, employees or contractors, and except in any case which would render this release and waiver void under applicable law. (b) Subtenant agrees to indemnify, defend and hold harmless Landlord and its beneficiaries, Sublandlord and each of their respective officers, directors, partners, agents and employees, from and against any and all claims, demands, liabilities, costs and expenses of every kind and nature, including reasonable attorneys’ ' fees and litigation expenses, arising out of or with respect to or from Subtenant’s use, possession 's use or occupancy (or rights thereto) of the Leased Premises (including such use, possession or occupancy by Subtenant prior to the commencement of the Term in its capacity as prior tenant under the Prime Lease), or any events or occurrences on, under, or about the Leased Subleased Premises, Subtenant’s 's construction or authorization of any work or leasehold improvements in the Leased Subleased Premises or from any breach or default on the part of Subtenant in the performance of any agreement, covenant, obligation, warranty agreement or representation covenant of Subtenant to be performed or performed under this Sublease or pursuant to the terms of this Sublease, or from any act or neglect of Subtenant or its agents, officers, employees, guests, servants, invitees or customers in or about the Leased Subleased Premises, other than by reason of gross negligence or willful misconduct on the part of any of the foregoing indemnitees. In case any action or such proceeding is brought against any of said the indemnified parties, Subtenant covenants, if requested by Sublandlord, to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (and, if provided in the Prime Lease, by Landlord)Sublandlord. (c) Subtenant acknowledges that prior Sublandlord hereby agrees to indemnify, defend and hold harmless Subtenant, its officers, directors, partners, agents and employees, from and against any and all claims, demands, costs and expenses of every kind and nature, including attorneys' fees and litigation expenses, arising from any breach or default on the part of Sublandlord in the performance of any agreement or covenant of Sublandlord to be performed or performed under this Sublease or pursuant to the assignment to, and assumption by, Sublandlord of the Prime Lease, Subtenant was the tenant under the Prime Lease, and agrees that all of Subtenant’s liabilities and obligations under this Sublease, including, without limitation, Subtenant’s indemnification obligations under Section 10(b), shall apply to the extent such liabilities or obligations arise from any matter first arising or accruing during Subtenant’s tenancy and occupancy of the Leased Premises under the Prime Lease (the “Subtenant Occupancy Period”). Sublandlord acknowledges and agrees that such obligations of Subtenant shall not apply to any matter first arising or accruing during the period of time (i) prior to the Subtenant Occupancy Period, or (ii) after the expiration or earlier termination of the Term terms of this Sublease, except or from any act or neglect of Sublandlord or its agents, officers, employees, guests, servants, invitees or customers, if any, in or about the Premises. In case any such proceeding is brought against Subtenant, Sublandlord covenants, if requested by Subtenant, to the extent defend such liabilities or obligations expressly survive such expiration or terminationproceeding at its sole cost and expense by legal counsel reasonably satisfactory to Subtenant.

Waiver of Claims and Indemnity. (a) Subtenant hereby releases and waives any and all claims against Landlord and Sublandlord and each of their respective officers, directors, partners, agents and employees for injury or damage to person, property or business sustained in or about the Leased Building or the Premises by Subtenant other than by reason of gross negligence or willful misconduct and except in any case which would render this release and waiver void under applicable law. (b) Subtenant agrees to indemnify, defend and hold harmless Landlord and its beneficiaries, Sublandlord and the managing agent of the Building and each of their respective officers, directors, partners, agents and employees, from and against any and all claims, demands, liabilities, costs and expenses of every kind and nature, including reasonable attorneys’ ' fees and litigation expenses, arising out of or with respect to or from Subtenant’s use, possession or 's occupancy (or rights thereto) of the Leased Premises (including such use, possession or occupancy by Subtenant prior to the commencement of the Term in its capacity as prior tenant under the Prime Lease), or any events or occurrences on, under, or about the Leased Premises, Subtenant’s 's construction or authorization of any work or leasehold improvements in the Leased Premises Premises, or from any breach or default on the part of Subtenant in the performance of any agreement, covenant, obligation, warranty agreement or representation covenant of Subtenant to be performed or performed under this Sublease or pursuant to the terms of this Sublease, or from any act or neglect of Subtenant or its agents, officers, employees, guests, servants, invitees or customers in or about the Leased Premises, other than by reason except to the extent the liability, costs, damages and/or expenses arise from the intentional or grossly negligent acts of gross negligence Sublandlord or willful misconduct on the part of any of the foregoing indemniteesits agents, contractors or employees. In case any action or such proceeding is brought against any of said indemnified parties, Subtenant covenants, if requested by Sublandlord, to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (and, if provided in the Prime Lease, by Landlord)Sublandlord. (c) Sublandlord agrees to indemnify, defend and hold harmless Subtenant acknowledges that prior and its officers, directors, partners, agents and employees, from and against any and all claims, demands, costs and expenses of every kind and nature, including attorneys' fees and litigation expenses, arising from the Sublandlord's grossly negligent or willful failure to the assignment tocomply, and assumption by, Sublandlord of the Prime Lease, Subtenant was the tenant under the Prime Lease, and agrees that all of Subtenant’s liabilities and obligations as required under this SubleaseSublease and which are not the responsibility of Subtenant hereunder, including, without limitation, Subtenant’s indemnification obligations under Section 10(b), shall apply limitation with respect to applicable governmental regulations relating to the extent such liabilities or obligations arise from Building and any matter first arising or accruing during Subtenant’s tenancy and occupancy release of hazardous substances into the Leased Premises under the Prime Lease (the “Subtenant Occupancy Period”). Sublandlord acknowledges and agrees that such obligations Building in violation of Subtenant shall not apply to any matter first arising or accruing during the period of time (i) prior to the Subtenant Occupancy Period, or (ii) after the expiration or earlier termination of the Term of this Subleaseapplicable law by Sublandlord, except to the extent such liabilities the liability, costs, damages and/or expenses arise from the intentional or obligations expressly survive such expiration negligent acts of Subtenant or terminationits agents, contractors or employees.

Waiver of Claims and Indemnity. To the extent permitted by law, the Tenant releases the Landlord, its beneficiaries, and their respective agents, employees, mortgagees and partners (aall of said parties are, for the purposes of this Paragraph 15 collectively referred to as "indemnitees") Subtenant hereby releases from, and waives any and all claims against Landlord and Sublandlord and each of their respective officersfor, directors, partners, agents and employees for injury or damage to personperson or property sustained by the Tenant or any occupant of the Building or premises resulting from the Building or premises or any part of either or any equipment or appurtenance becoming out of repair, property or business sustained resulting from any accident in or about the Leased Premises Building, or resulting directly or indirectly, from any act or neglect of any tenant or occupant of the Building or of any other person, including the indemnitees. This Section 15 shall apply especially, but not exclusively, to the flooding of basements or other subsurface areas, and to damage caused by Subtenant refrigerators, sprinkling devices, air-conditioning apparatus, water, snow, frost, steam, excessive heat or cold, falling plaster, broken glass, sewage, gas, odors or noise, or the bursting or leaking of pipes or plumbing fixtures, and shall apply equally whether any such damage results from the act or neglect of other than tenants, occupants or servants in the Building or of any other person, and whether such damage be caused or result form any thing or circumstance above mentioned or referred to, or any other thing or circumstance whether of a like nature or of a wholly different nature, except if caused by reason of Landlord's gross negligence or willful misconduct misconduct. If any such damage, whether to the demised premises or to the Building or any part thereof, or whether to the Landlord or to other tenants in the Building, results from any act or neglect of the Tenant, its employees, agents, invitees and except customers, the Tenant shall be liable therefor and the Landlord may, at the Landlord's option, repair such damage and the Tenant shall, upon demand by the Landlord, reimburse the Landlord forthwith for the total cost of such repairs. The Tenant shall not be liable for any damage caused by its act or neglect if the Landlord or a Tenant has recovered the full amount of the damage from insurance and the insurance company has waived its right of subrogation against the Tenant. All property belonging to the Tenant or any occupant of the premises that is in any case which would render this release the Building or the premises shall be there at the risk of the Tenant or other person only, and waiver void under applicable the Landlord shall not be liable for damage thereto or theft or misappropriation thereof. To the extent permitted by law. (b) Subtenant , Xxxxxx agrees to indemnify, defend indemnify and hold save the indemnitees harmless Landlord and its beneficiaries, Sublandlord and each of their respective officers, directors, partners, agents and employees, from and against any and all claims, demands, liabilities, costs and expenses of every kind and natureexpenses, including reasonable attorneys’ attorney's fees and litigation expensesfor the defense thereof, arising out of or with respect to or from Subtenant’s use, possession or occupancy (or rights thereto) Xxxxxx's occupation of the Leased Premises (including such use, possession or occupancy by Subtenant prior to the commencement of the Term in its capacity as prior tenant under the Prime Lease), or any events or occurrences on, under, or about the Leased Premises, Subtenant’s construction or authorization of any work or leasehold improvements in the Leased Premises demised premises or from any breach or default on the part of Subtenant the Tenant in the performance of any agreement, covenant, obligation, warranty covenant or representation agreement on the part of Subtenant Tenant to be performed or performed under this Sublease or pursuant to the terms of this SubleaseLease, or from any act or neglect negligence of Subtenant or Tenant, its agents, officers, employees, guests, servants, invitees employees or customers invitees, in or about the Leased Premises, other than by reason of gross negligence or willful misconduct on the part of any of the foregoing indemniteesdemised premises. In case of any action or proceeding is brought against any indemnitees by reason of said indemnified partiesany such claim, Subtenant covenantsupon notice from Landlord, if requested by Sublandlord, Tenant covenants to defend such action or proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (and, if provided in the Prime Lease, by Landlord). (c) Subtenant acknowledges that prior to the assignment to, and assumption by, Sublandlord of the Prime Lease, Subtenant was the tenant under the Prime Lease, and agrees that all of Subtenant’s liabilities and obligations under this Sublease, including, without limitation, Subtenant’s indemnification obligations under Section 10(b), shall apply to the extent such liabilities or obligations arise from any matter first arising or accruing during Subtenant’s tenancy and occupancy of the Leased Premises under the Prime Lease (the “Subtenant Occupancy Period”). Sublandlord acknowledges and agrees that such obligations of Subtenant shall not apply to any matter first arising or accruing during the period of time (i) prior to the Subtenant Occupancy Period, or (ii) after the expiration or earlier termination of the Term of this Sublease, except to the extent such liabilities or obligations expressly survive such expiration or termination.

Waiver of Claims and Indemnity. (a) Subtenant hereby releases and waives any and all claims against Landlord and Sublandlord and each of their respective officers, directors, partners, agents and employees for injury or damage to person, property or business sustained in or about the Leased Premises by Subtenant during the term of this Sublease other than by reason of gross Landlord's or Sublandlord's negligence or willful misconduct and except in any case which would render this release and waiver void under applicable law. (b) Subtenant agrees to indemnify, defend and hold harmless Landlord Sublandlord and its beneficiaries, Sublandlord and each of their respective officers, directors, partners, agents and employees, and any other parties required to be indemnified under by tenant under the terms of the Lease, from and against any and all claims, demands, liabilities, costs and expenses of every kind and nature, including reasonable attorneys’ ' fees and litigation expenses, arising out of or with respect to or from Subtenant’s use, possession 's use or occupancy (or rights thereto) of the Leased Premises (including such use, possession or occupancy by Subtenant prior to the commencement of the Term in its capacity as prior tenant under the Prime Lease), or any events or occurrences on, under, or about the Leased Premises, Subtenant’s 's construction or authorization of any work or leasehold improvements in the Leased Premises (including, without limitation, the Subtenant's Improvements) or from any breach or default on the part of Subtenant in the performance of any agreement, covenant, obligation, warranty agreement or representation covenant of Subtenant to be performed or performed under this Sublease or pursuant to the terms of this Sublease, any holding over by Subtenant after the expiration or earlier termination of the Sublease Term, or from any negligent act or neglect omission or intentional misconduct of Subtenant or its agents, officers, employees, guests, servants, invitees or customers in or about the Leased Premises, other than by reason of gross negligence Premises or willful misconduct on the part of any of the foregoing indemniteesBuilding. In case any action or such proceeding is brought against any of said indemnified parties, Subtenant covenants, if requested by Sublandlord, to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (and, if provided in the Prime Lease, by Landlord)Sublandlord. (c) Subtenant acknowledges that prior to and Sublandlord each shall indemnify and hold harmless the assignment toother from and against any and all cost, and assumption byexpense or liability (including reasonable attorneys' fees) incurred on account of such party's actions or the actions of its employees, Sublandlord agents, licensees or contractors on or about the Premises or the Building or on account of any breach or violation by the indemnifying party of this Sublease or the Prime Lease, Subtenant was the tenant under the Prime Lease, and agrees that all of Subtenant’s liabilities and obligations under this Sublease, including, without limitation, Subtenant’s indemnification obligations under Section 10(b), shall apply to the extent such liabilities or obligations arise from any matter first arising or accruing during Subtenant’s tenancy and occupancy of the Leased Premises under the Prime Lease (the “Subtenant Occupancy Period”). Sublandlord acknowledges and agrees that such obligations of Subtenant shall not apply to any matter first arising or accruing during the period of time (i) prior to the Subtenant Occupancy Period, or (ii) after the expiration or earlier termination of the Term of this Sublease, except to the extent such liabilities that the same is due to the negligence or obligations expressly survive such expiration willful misconduct of the other party or terminationits employees, agents, invitees, licensees, or contractors. Subtenant and Sublandlord each hereby releases and waives any right or claim against the other party, or any of its directors, officers, shareholders, partners, employees, advisers or agents for loss of business, loss of profits, inconvenience, or for any other incidental or consequential damages relating to this Sublease. (d) No director, officer, shareholder, partner, employee, adviser or agent of Sublandlord or Subtenant shall be personally liable in any manner or to any extent under or in connection with this Sublease.

Waiver of Claims and Indemnity. (a) Subtenant hereby releases and waives any and all claims against Landlord and Sublandlord and each of their respective officers, directors, partners, contractors, agents and employees for injury or damage to person, property or business sustained in or about the Leased Premises by Subtenant other than by reason of gross negligence or willful misconduct and except in any case which would render this release and waiver void under applicable lawSubtenant. (b) Subtenant agrees to shall indemnify, defend (with counsel satisfactory to Landlord and Sublandlord), protect and hold harmless Landlord and its beneficiaries, Sublandlord and each of Landlord, and their respective partners, officers, directorsagents, partnersservants, agents employees and employees, independent contractors from and against any and all claimsloss, demandscosts, liabilitiesdamage, expense and liability (including, without limitation, court costs and expenses of every kind and nature, including reasonable attorneys’ fees and litigation expenses' fees) incurred in connection with or arising from: (i) any default by Subtenant in the observance or performance of any term, arising out covenant or condition of this Sublease on Subtenant's part to be observed or with respect to or from Subtenant’s use, possession performed; (ii) the use or occupancy (or rights thereto) of the Leased Premises (including such use, possession or occupancy by Subtenant prior to the commencement or any person claiming by, through or under Subtenant; and (iii) any act, omission or negligence of Subtenant or any person claiming by, through or under Subtenant, or of the Term in its capacity as prior tenant under the Prime Lease)contractors, agents, servants, employees, visitors or licensees of Subtenant or any events or occurrences onsuch person, underin, on or about the Leased Premises, Subtenant’s construction or authorization of any work or leasehold improvements in the Leased Premises or from any breach or default on the part of Subtenant in the performance of any agreement, covenant, obligation, warranty or representation of Subtenant to be performed or performed under this Sublease or pursuant to the terms of this Sublease, or from any act or neglect of Subtenant or its agents, officers, employees, guests, servants, invitees or customers in or about the Leased Premises, other than by reason of gross negligence or willful misconduct on the part of any of the foregoing indemnitees. In case any action or proceeding is brought against any of said indemnified parties, Subtenant covenants, if requested by Sublandlord, to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (and, if provided in the Prime Lease, by Landlord). (c) Subtenant acknowledges that prior Sublandlord shall indemnify, defend (with counsel satisfactory to the assignment toSubtenant), protect and hold harmless Subtenant, and assumption bySubtenant's partners, Sublandlord of officers, agents, servants, employees and independent contractors (together with Subtenant, collectively the Prime Lease"Subtenant Group") from and against any and all loss, Subtenant was the tenant under the Prime Leasecosts, damage, expense and agrees that all of Subtenant’s liabilities and obligations under this Sublease, liability (including, without limitation, Subtenant’s indemnification obligations under Section 10(b)court costs and reasonable attorneys' fees) incurred in connection with or arising from: (i) any default by Sublandlord in the observance or performance of any term, shall apply covenant or condition of this Sublease on Sublandlord's part to be observed or performed; (ii) the extent such liabilities use or obligations arise from any matter first arising or accruing during Subtenant’s tenancy and occupancy of the Leased Premises by Sublandlord or any person claiming by, through or under the Prime Lease Sublandlord (the “Subtenant Occupancy Period”). Sublandlord acknowledges and agrees that such obligations other than any of Subtenant shall not apply to any matter first arising or accruing during the period of time (i) prior to the Subtenant Occupancy PeriodGroup); and (iii) any act, omission or negligence of Sublandlord or any person claiming by, through or under Sublandlord (other than any of the Subtenant Group), or of the contractors, agents, servants, employees, visitors or licensees of Sublandlord or any such person, in, on or about the Premises. (iid) after The terms of this Section 12 of this Sublease shall survive the expiration of the term of this Sublease or the earlier termination of the Term of this Sublease, except to the extent such liabilities or obligations expressly survive such expiration or termination.

Waiver of Claims and Indemnity. (a) Subtenant hereby To the extent permitted by law, the Tenant releases the Landlord, its beneficiaries, and their respective agents, employees, contractors mortgagees and partners (all of said parties are, for the purposes of this Section 15 collectively referred to as indemnities) from, and waives any and all claims against Landlord and Sublandlord and each of their respective officersfor, directors, partners, agents and employees for injury or damage to personperson or property sustained by the Tenant or any occupant of the Building or Premises resulting from the Building or Premises or any part of either or any equipment or appurtenance becoming out of repair, property or business sustained resulting from any accident in or about the Leased Premises Building except if caused by Subtenant other than by reason of Landlord’s or its employee’s, agent’s or contractor’s gross negligence or willful misconduct misconduct. This Section 15 shall apply especially, but not exclusively, to the flooding of basements or other subsurface areas, and to damage caused by refrigerators, sprinkling devices, air-conditioning apparatus, water, snow, frost, steam, excessive heat or cold, falling plaster, broken glass, sewage, gas, odors or noise, or the bursting or leaking of pipes or plumbing fixtures, and shall apply equally whether any such damage results from the act or neglect of other tenants, occupants or servants in the Building or of any other person, and whether such damage be caused or result from any thing or circumstance above mentioned or referred to, or any other thing or circumstance whether of a like nature or of a wholly different nature, except if caused by Landlord’s or its employee’s, agent’s or contractor’s gross negligence or willful misconduct. If any such damage, whether to the Premises or to the Building or any part thereof, or whether to the Landlord or to other tenants in the Building, results from any case which would render this release act or neglect of the Tenant, its employees, agents, invitees and waiver void under applicable lawcustomers, subject to Section 12, the Tenant shall be liable therefor and the Landlord may, at the Landlord’s option, repair such damage and the Tenant shall, upon demand by the Landlord, reimburse the Landlord forthwith for the total cost of such repairs. All property belonging to the Tenant or any occupant of the Premises that is in the Building or the Premises shall be there at the risk of the Tenant or other person only, and the Landlord shall not be liable for damage thereto or theft or misappropriation thereof. (b) Subtenant To the extent permitted by law, and to the extent not covered by either landlord’s or Tenant’s insurance, Tenant agrees to indemnify, defend indemnify and hold save the indemnities harmless Landlord and its beneficiaries, Sublandlord and each of their respective officers, directors, partners, agents and employees, from and against any and all claims, demands, liabilities, costs and expenses of every kind and natureexpenses, including reasonable attorneys’ attorney’s fees and litigation expensesfor the defense thereof, arising out of or with respect to or from SubtenantTenant’s use, possession or occupancy (or rights thereto) occupation of the Leased Premises (including such use, possession or occupancy by Subtenant prior to the commencement of the Term in its capacity as prior tenant under the Prime Lease), or any events or occurrences on, under, or about the Leased Premises, Subtenant’s construction or authorization of any work or leasehold improvements in the Leased Premises or from any breach or default on the part of Subtenant the Tenant in the performance of any agreement, covenant, obligation, warranty covenant or representation agreement on the part of Subtenant Tenant to be performed or performed under this Sublease or pursuant to the terms of this SubleaseLease, or from any act or neglect negligence of Subtenant or Tenant, its agents, officers, employees, guests, servants, invitees employees or customers invitees, in or about the Leased Premises, other than by reason of gross negligence or willful misconduct on the part of any of the foregoing indemnitees. In case of any action or proceeding is brought against any indemnities by reason of said indemnified partiesany such claim, Subtenant covenantsupon notice from Landlord, if requested by Sublandlord, Tenant covenants to defend such action or proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (and, if provided in the Prime Lease, by Landlord). (c) Subtenant acknowledges that prior to the assignment to, and assumption by, Sublandlord of the Prime Lease, Subtenant was the tenant under the Prime Lease, and agrees that all of Subtenant’s liabilities and obligations under this Sublease, including, without limitation, Subtenant’s indemnification obligations under Section 10(b), shall apply to the extent such liabilities or obligations arise from any matter first arising or accruing during Subtenant’s tenancy and occupancy of the Leased Premises under the Prime Lease (the “Subtenant Occupancy Period”). Sublandlord acknowledges and agrees that such obligations of Subtenant shall not apply to any matter first arising or accruing during the period of time (i) prior to the Subtenant Occupancy Period, or (ii) after the expiration or earlier termination of the Term of this Sublease, except to the extent such liabilities or obligations expressly survive such expiration or termination.

Waiver of Claims and Indemnity. (a) Subtenant hereby releases and waives any and all claims against Landlord and Sublandlord and each of their respective officers, directors, partnerspart-ners, agents and employees for injury or damage to person, property or business sustained in or about the Leased Building, the Premises, or the Sublease Premises by Subtenant other than by reason of gross negligence or willful misconduct and except in any case which would render this release and waiver void under applicable law. (b) Subtenant agrees to indemnify, defend and hold harmless harm-less Landlord and its beneficiaries, Sublandlord and each of their respective officers, directors, partners, agents and employees, from and against any and all claims, demands, liabilities, costs and expenses of every kind and nature, including reasonable attorneys’ ' fees and litigation expenses, arising out of or with respect to or from Subtenant’s use, possession or Subten-ant's use and occupancy (or rights thereto) of the Leased Premises (including such use, possession or occupancy by Subtenant prior to the commencement of the Term in its capacity as prior tenant under the Prime Lease), or any events or occurrences on, under, or about the Leased Sublease Premises, Subtenant’s 's construction or authorization of any work or leasehold improvements in the Leased Premises Sublease Premises, any release, discharge, storage, production, use or disposal of hazardous substances in the Sublease Premises, the installation, maintenance, repair and/or removal of any and all signage installed by Subtenant, or from any breach or default on the part of Subtenant in the performance of any agreement, covenant, obligation, warranty agreement or representation covenant of Subtenant to be performed or performed under this Sublease or pursuant to the terms of this SubleaseSub-lease, or from any act or neglect of Subtenant or its agents, officers, employees, guests, servants, invitees or customers in or about the Leased Sublease Premises, other than by reason of gross negligence or willful misconduct on the part of any of the foregoing indemnitees. In case any action or such proceeding is brought against any of said indemnified parties, Subtenant covenants, if requested re-quested by Sublandlord, to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (and, if provided in the Prime Lease, by Landlord)Sublandlord. (c) Subtenant acknowledges that prior to the assignment to, and assumption by, Sublandlord of the Prime Lease, Subtenant was the tenant under the Prime Lease, and agrees that all of Subtenant’s liabilities and obligations under this Sublease, including, without limitation, Subtenant’s indemnification obligations under Section 10(b), shall apply to the extent such liabilities or obligations arise from any matter first arising or accruing during Subtenant’s tenancy and occupancy of the Leased Premises under the Prime Lease (the “Subtenant Occupancy Period”). Sublandlord acknowledges and agrees that such obligations of Subtenant shall not apply to any matter first arising or accruing during the period of time (i) prior to the Subtenant Occupancy Period, or (ii) after the expiration or earlier termination of the Term of this Sublease, except to the extent such liabilities or obligations expressly survive such expiration or termination.

Waiver of Claims and Indemnity. (a) Subtenant Tenant hereby releases and waives any and all claims against Landlord Landlord, agents, employees and Sublandlord and each of their respective officers, directors, partners, agents and employees servants for injury or damage to person, property or business sustained in or about the Leased Premises Property by Subtenant other than Tenant, its agents, employees or servants, which injury or damage results from any act, neglect, occurrence or conditions in or about the Property, except to the extent that such injury or damage is caused by reason of gross the negligence or willful misconduct and except in or wanton act or omission by Landlord, or its agents, employees or servants. To the extent any of the foregoing is covered by insurance, Landlord or Tenant, as the case which would render this release and waiver void under applicable law. may be, shall have but one (b1) Subtenant recovery, but any such recovery shall not be limited to the amount of such insurance. Tenant hereby agrees to indemnify, defend indemnify and hold Landlord, its agents, employees and servants harmless Landlord and its beneficiaries, Sublandlord and each of their respective officers, directors, partners, agents and employees, from and against any and all claims, damage, demands, liabilities, costs and expenses of every kind and nature, including reasonable attorneys’ ' fees and litigation expensesfor the defense thereof, arising out of or with respect to or from Subtenant’s use, possession or Tenant's occupancy (or rights thereto) of the Leased Premises (including such use, possession or occupancy by Subtenant prior to the commencement of the Term in its capacity as prior tenant under the Prime Lease), or any events or occurrences on, under, or about the Leased Premises, Subtenant’s construction or authorization of any work or leasehold improvements in the Leased Premises Property or from any breach or default on the part of Subtenant Tenant in the performance of any agreement, covenant, obligation, warranty or representation agreement of Subtenant Tenant to be performed or performed under this Sublease or pursuant to the terms of this SubleaseLease, or from any act act, omission or neglect negligence of Subtenant or the Tenant, its employees, servants and agents, officers, employees, guests, servants, invitees or customers subtenants and/or assignees in or about the Leased Premises, other than by reason Property during the term of gross negligence or willful misconduct on the part of Lease. To the extent any of the foregoing indemniteesis covered by insurance, Landlord shall have but one (1) recovery. In case any action or such proceeding is brought against any of said indemnified partiesLandlord, Subtenant covenantsits agents, if requested by Sublandlordemployees or servants, Tenant covenants to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (andLandlord. Landlord hereby agrees to indemnify and hold Tenant, if provided its agents, employees and servants harmless against any and all claims, damage, demands, costs and expenses of every kind and nature, including reasonable attorneys' fees for the defense thereof, arising from any breach or default on the part of Landlord in the Prime performance of any agreement of Landlord to be performed pursuant to the terms of this Lease, by or from any act, omission or negligence of Landlord). (c) Subtenant acknowledges that prior to , its employees, servants and agents in or about the assignment to, and assumption by, Sublandlord Property. To the extent any of the Prime Leaseforegoing is covered by insurance, Subtenant was Tenant shall have but one (1) recovery. In case any such proceeding is brought against Tenant, its agents, employees or servants, Landlord covenants to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Tenant In the tenant under event of any conflict or in consistency between the Prime Leaseindemnification provisions hereof and those contained in the Stock Purchase Agreement, and agrees that all of Subtenant’s liabilities and obligations under this Sublease, including, without limitation, Subtenant’s indemnification obligations under Section 10(b), those contained in the Stock Purchase Agreement shall apply to the extent such liabilities or obligations arise from any matter first arising or accruing during Subtenant’s tenancy and occupancy of the Leased Premises under the Prime Lease (the “Subtenant Occupancy Period”). Sublandlord acknowledges and agrees that such obligations of Subtenant shall not apply to any matter first arising or accruing during the period of time (i) prior to the Subtenant Occupancy Period, or (ii) after the expiration or earlier termination of the Term of this Sublease, except to the extent such liabilities or obligations expressly survive such expiration or terminationgovern.

Waiver of Claims and Indemnity. (a) Subtenant hereby releases and waives any and all claims against Landlord and Sublandlord and each of their respective officers, directors, partners, agents and employees for injury or damage to person, property or business sustained in or about the Leased Building or the Premises by Subtenant other than by reason of gross negligence or willful misconduct and except in any case which would render this release and waiver void under applicable law. (b) Subtenant agrees to indemnify, defend and hold harmless Landlord and its beneficiaries, Sublandlord and the managing agent of the Building and each of their respective officers, directors, partners, agents and employees, from and against any and all claims, demands, liabilities, costs and expenses of every kind and nature, including reasonable attorneys’ fees and litigation expenses, arising out of or with respect to or from Subtenant’s use, possession or occupancy (or rights thereto) of the Leased Premises (including such use, possession or occupancy by Subtenant prior to the commencement of the Term in its capacity as prior tenant under the Prime Lease), or any events or occurrences on, under, or about the Leased Premises, Subtenant’s construction or authorization of any work or leasehold improvements in the Leased Premises or from any breach or default on the part of Subtenant in the performance of any agreement, covenant, obligation, warranty agreement or representation covenant of Subtenant to be performed or performed under this Sublease or pursuant to the terms of this Sublease, or from any act or neglect of Subtenant or its agents, officers, employees, guests, servants, invitees or customers in or about the Leased Premises, other than by reason of gross negligence or willful misconduct on the part of any of the foregoing indemnitees. In case any action or such proceeding is brought against any of said indemnified parties, Subtenant covenants, if requested by Sublandlord, to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (and, if provided in the Prime Lease, by Landlord)Sublandlord. (c) Subtenant acknowledges that prior to the assignment to, and assumption by, Sublandlord of the Prime Lease, Subtenant was the tenant under the Prime Lease, and agrees that all of Subtenant’s liabilities and obligations under this Sublease, including, without limitation, Subtenant’s indemnification obligations under Section 10(b), shall apply to the extent such liabilities or obligations arise from any matter first arising or accruing during Subtenant’s tenancy and occupancy of the Leased Premises under the Prime Lease (the “Subtenant Occupancy Period”). Sublandlord acknowledges and agrees that such obligations of Subtenant shall not apply to any matter first arising or accruing during the period of time (i) prior to the Subtenant Occupancy Period, or (ii) after the expiration or earlier termination of the Term of this Sublease, except to the extent such liabilities or obligations expressly survive such expiration or termination.

Waiver of Claims and Indemnity. (a) Subtenant hereby releases and waives any and all claims against Tenant agrees that, to the extent not expressly prohibited by law, Landlord and Sublandlord its officers agents, servants and each employees shall not be be liable for (nor shall rent xxxxx as a result of) any direct or consequential damage (including damage claimed for actual or constructive eviction) either to person or property sustained by Tenant, its employees, agents, invitees or guests due to the Building or any part thereof or any appurtenances thereof becoming out of their respective repair, or due to the happening of any accident in or about the Building, or due to any act or neglect of any tenant or occupant of the Building or of any other person, unless caused by Landlord's intentional misconduct. This provision shall apply particularly (but not exclusively) to damage caused by water, snow, frost, steam, sewage, gas, electricity, sewer gas or odors or by the bursting, leaking or dripping of pipes, faucets and plumbing fixtures and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind, unless caused by Landlord's intentional misconduct. Tenant further agrees that all of Tenant's personal property in the Premises or the Building shall be at the risk of Tenant only and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Tenant shall protect, indemnify and save Landlord and its officers, directors, partners, agents and employees for injury or damage to person, property or business sustained in or about the Leased Premises by Subtenant other than by reason of gross negligence or willful misconduct and except in any case which would render this release and waiver void under applicable law. (b) Subtenant agrees to indemnify, defend and hold harmless Landlord and its beneficiaries, Sublandlord and each of their respective officers, directors, partners, agents and employees, from and against any and all claims, demands, obligations liabilities, costs costs, damages, claims and expenses of every kind and nature, including reasonable attorneys’ fees and litigation expenses, whatever nature arising from injury to persons or damage to property on the Premises or in or about the Building arising out of or in connection with respect to or from Subtenant’s use, possession Tenant's use or occupancy (or rights thereto) of the Leased Premises (including such use, possession or occupancy by Subtenant prior to Tenant's activities in the commencement of the Term in its capacity as prior tenant under the Prime Lease)Building, or any events or occurrences on, under, or about the Leased Premises, Subtenant’s construction or authorization of any work or leasehold improvements in the Leased Premises or from any breach or default on the part of Subtenant in the performance of any agreement, covenant, obligation, warranty or representation of Subtenant to be performed or performed under this Sublease or pursuant to the terms of this Sublease, or arising from any act or neglect negligence of Subtenant Tenant, or its agents, officerscontractors, servants, employees, guests, servants, invitees or customers in or about the Leased Premises, other than by reason of gross negligence or willful misconduct on the part of any of the foregoing indemnitees. In case any action or proceeding is brought against any of said indemnified parties, Subtenant covenants, if requested by Sublandlord, to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (and, if provided in the Prime Lease, by Landlord)invitees. (c) Subtenant acknowledges that prior to the assignment to, and assumption by, Sublandlord of the Prime Lease, Subtenant was the tenant under the Prime Lease, and agrees that all of Subtenant’s liabilities and obligations under this Sublease, including, without limitation, Subtenant’s indemnification obligations under Section 10(b), shall apply to the extent such liabilities or obligations arise from any matter first arising or accruing during Subtenant’s tenancy and occupancy of the Leased Premises under the Prime Lease (the “Subtenant Occupancy Period”). Sublandlord acknowledges and agrees that such obligations of Subtenant shall not apply to any matter first arising or accruing during the period of time (i) prior to the Subtenant Occupancy Period, or (ii) after the expiration or earlier termination of the Term of this Sublease, except to the extent such liabilities or obligations expressly survive such expiration or termination.

Waiver of Claims and Indemnity. (a) Subtenant hereby 16.1. To the extent permitted by law, Tenant releases the Indemnitees from, and waives any and all claims against Landlord and Sublandlord and each of their respective officersfor, directors, partners, agents and employees for injury or damage to personperson or property sustained by Tenant or any occupant of the Building or Premises resulting directly or indirectly from any existing or future condition, property defect, matter or business sustained thing in and about the Project, the Storage Space, the Premises or any part of thereof or any equipment or appurtenance therein, or resulting from any accident in or about the Leased Premises Property, or resulting directly or indirectly from any act or neglect of any tenant or occupant of the Building or of any other person, including Landlord’s agents, except where resulting from the willful and wrongful act of any of the Indemnitees or their negligence. Tenant hereby waives any consequential damages, compensation or claims for inconvenience or loss of business, rents, or profits as a result of such injury or damage unless caused by Subtenant Landlord’s or its employee’s, agent’s or contractor’s willful negligent acts. If any such damage, whether to the Storage Space, the Premises, or to any part of the Property or any part thereof, or whether to Landlord or to other than tenants in the Building, results from any act or neglect of Tenant, its employees, servants, agents, contractors, invitees and customers, Tenant will be liable therefor and Landlord may, at Landlord’s option, repair such damage and Tenant will, upon demand by reason Landlord, as payment of gross negligence Additional Rent hereunder, reimburse Landlord within 30 days of demand for the total cost of such repairs, in excess of amounts, if any, paid to Landlord under insurance covering such damages. Tenant will not be liable for any damage caused by its acts or willful misconduct neglect if Landlord or a tenant has recovered the full amount of the damage from proceeds of insurance policies and except in any case which would render this release and waiver void under applicable lawthe insurance company has waived its right of subrogation against Tenant. (b) Subtenant 16.2. To the extent permitted by Law, Tenant agrees to indemnify, protect, defend and hold the Indemnitees harmless Landlord and its beneficiaries, Sublandlord and each of their respective officers, directors, partners, agents and employees, from and against any and all actions, claims, demands, liabilities, costs and expenses of every kind and natureexpenses, including reasonable attorneys’ attorney’s fees and litigation expensesexpenses for the defense thereof, from the undertaking of any Tenant Additions or repairs to the Premises and/or the Storage Space, arising out from the conduct of or with respect to or from SubtenantTenant’s use, possession or business on and/or Tenants occupancy (or rights thereto) of the Leased Premises (including such useor the Storage Space, possession or occupancy by Subtenant prior to the commencement of the Term in its capacity as prior tenant under the Prime Lease), or any events or occurrences on, under, or about the Leased Premises, Subtenant’s construction or authorization of any work or leasehold improvements in the Leased Premises or from any breach or default on the part of Subtenant Tenant in the performance of any agreement, covenant, obligation, warranty covenant or representation agreement on the part of Subtenant Tenant to be performed or performed under this Sublease or pursuant to the terms of this SubleaseLease, or from any negligent act or neglect of Subtenant or Tenant, its agents, officers, employees, guestscontractors, servants, invitees or customers employees, in or about the Leased Premises, other than by reason of gross negligence Premises or willful misconduct on the part of any of the foregoing indemniteesStorage Space. In case of any action or proceeding is brought against the Indemnitees by reason of any of said indemnified partiessuch claim, Subtenant covenantsupon notice from Landlord, if requested by Sublandlord, Tenant covenants to defend such action or proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (andLandlord. 16.3. To the extent permitted by Law, if provided Landlord agrees to indemnify, protect, defend and hold Tenant and its employees, officers, directors and shareholders harmless against any and all actions, claims, demands, costs and expenses, including reasonable attorney’s fees and expenses for the defense thereof, from any negligent act of Landlord, its agents, contractors, servants, or employees, in the Prime LeaseProject, by Landlord). (c) Subtenant acknowledges that prior to the assignment to, and assumption by, Sublandlord exclusive of the Prime LeasePremises and the Storage Space. In case of any action or proceeding brought against Tenant, Subtenant was the tenant under the Prime Leaseits employees, and agrees that all officers, directors or shareholders by reason of Subtenant’s liabilities and obligations under this Subleaseany such claim, includingupon notice from Tenant, without limitation, Subtenant’s indemnification obligations under Section 10(b), shall apply Landlord covenants to the extent defend such liabilities action or obligations arise from any matter first arising or accruing during Subtenant’s tenancy and occupancy of the Leased Premises under the Prime Lease (the “Subtenant Occupancy Period”). Sublandlord acknowledges and agrees that such obligations of Subtenant shall not apply proceeding by counsel reasonably satisfactory to any matter first arising or accruing during the period of time (i) prior to the Subtenant Occupancy Period, or (ii) after the expiration or earlier termination of the Term of this Sublease, except to the extent such liabilities or obligations expressly survive such expiration or terminationTenant.

Waiver of Claims and Indemnity. (a) Subtenant hereby releases and waives any and all claims against Landlord and Sublandlord and each of their respective officers, directors, partners, agents and employees for injury or damage to person, property or business sustained in or about the Leased Building, the premises subject to the Prime Lease, or the Premises by Subtenant other than by reason of gross negligence or willful misconduct and except in any case which would render this release and waiver void under applicable law. (b) Subtenant agrees to indemnifyExcept for the negligence or intentional misconduct of Sublandlord, defend and hold harmless Landlord and its beneficiaries, Sublandlord and each of their respective officers, directors, partners, agents and or employees, Subtenant shall indemnify and save Sublandlord free and harmless from and against any and all liability, claims, demands, liabilities, costs and expenses of every kind and nature, including reasonable attorneys’ ' fees and litigation expenses, for injury or damage by Subtenant to any person(s), firm(s), corporation(s) or property occurring on or about the Premises or arising from a breach of the Sublease, or arising out of any accident or with respect to any other occurrence on the Premises or from Subtenant’s use, possession due directly or occupancy (or rights thereto) of the Leased Premises (including such use, possession or occupancy by Subtenant prior indirectly to the commencement use of the Term in its capacity as prior tenant under the Prime Lease), said Premises or any events or occurrences onpart thereof by Subtenant, under, or about the Leased Premises, Subtenant’s construction or authorization of any work or leasehold improvements in the Leased Premises or from any breach or default on the part of Subtenant in the performance of any agreement, covenant, obligation, warranty or representation of Subtenant to be performed or performed under this Sublease or pursuant to the terms of this Sublease, or from any act or neglect of Subtenant or its agents, officers, employees, guests, servants, invitees subtenants or customers in or about the Leased Premises, other than by reason of gross negligence or willful misconduct on the part of any of the foregoing indemniteesassignees. In case any action or such proceeding is brought against any of said indemnified parties, Subtenant covenants, if requested by Sublandlord, to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (and, if provided in the Prime Lease, by Landlord)Sublandlord. (c) Subtenant acknowledges that prior to Except for the assignment tonegligence or intentional misconduct of Subtenant, and assumption byas agent or employees, Sublandlord shall indemnify and hold harmless Subtenant from all liability for injury or damage to any person(s) or property occurring on or about the Common Areas or arising out of any accident in the Prime Lease, Subtenant was the tenant under the Prime Lease, Common Areas and agrees that all of Subtenant’s liabilities and obligations under this Sublease, including, without limitation, Subtenant’s indemnification obligations under Section 10(b), shall apply to the extent such liabilities or obligations arise from any matter first arising loss, claim, liability or accruing during Subtenant’s tenancy expense resulting from any breach of a representation or warranty of Sublandlord (including all costs, expenses and occupancy reasonable attorneys' fees incurred by Tenant in defense of the Leased Premises under the Prime Lease (the “Subtenant Occupancy Period”any such claims). Sublandlord acknowledges and agrees that such obligations of Subtenant shall not apply to any matter first arising or accruing during the period of time (i) prior to the Subtenant Occupancy Period, or (ii) after the expiration or earlier termination of the Term of this Sublease, except to the extent such liabilities or obligations expressly survive such expiration or termination.

Waiver of Claims and Indemnity. (a) Subtenant hereby releases and waives any and all claims against Landlord and Sublandlord and each of their respective officers, directors, partners, agents and employees for injury or damage to person, property or business sustained in or about the Leased Premises by Subtenant during the term of this Sublease other than by reason of Landlord's or Sublandlord's gross negligence or willful misconduct and except in any case which would render this release and waiver void under applicable law. (b) Subtenant agrees to indemnify, defend and hold harmless Landlord and its beneficiariesLandlord, Sublandlord and the managing agent of the Building and each of their respective officers, directors, partners, agents and employees, from and against any and all claims, demands, liabilities, costs and expenses of every kind and nature, including reasonable attorneys’ ' fees and litigation expenses, arising out of or with respect to or from Subtenant’s use, possession 's use or occupancy (or rights thereto) of the Leased Premises (including such use, possession or occupancy by Subtenant prior to the commencement of the Term in its capacity as prior tenant under the Prime Lease), or any events or occurrences on, under, or about the Leased Premises, Subtenant’s 's construction or authorization of any work or leasehold improvements in the Leased Premises or from any breach or default on the part of Subtenant in the performance of any agreement, covenant, obligation, warranty agreement or representation covenant of Subtenant to be performed or performed under this Sublease or pursuant to the terms of this Sublease, or from any negligent act or neglect omission or intentional misconduct of Subtenant or its agents, officers, employees, guests, servants, invitees or customers in or about the Leased Premises, other than by reason of gross negligence Premises or willful misconduct on the part of any of the foregoing indemniteesBuilding. In case any action or such proceeding is brought against any of said indemnified parties, Subtenant covenants, if requested by Sublandlord, to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (and, if provided in the Prime Lease, by Landlord)Sublandlord. (c) Subtenant acknowledges that prior to and Sublandlord each shall indemnify and hold harmless the assignment toother from and against any and all cost, and assumption byexpense or liability (including reasonable attorneys' fees) incurred on account of such party's actions or the actions of its employees, Sublandlord agents, licensees or contractors on or about the Premises or the Building or on account of any breach or violation by the indemnifying party of this Sublease or the Prime Lease, Subtenant was the tenant under the Prime Lease, and agrees that all of Subtenant’s liabilities and obligations under this Sublease, including, without limitation, Subtenant’s indemnification obligations under Section 10(b), shall apply to the extent such liabilities or obligations arise from any matter first arising or accruing during Subtenant’s tenancy and occupancy of the Leased Premises under the Prime Lease (the “Subtenant Occupancy Period”). Sublandlord acknowledges and agrees that such obligations of Subtenant shall not apply to any matter first arising or accruing during the period of time (i) prior to the Subtenant Occupancy Period, or (ii) after the expiration or earlier termination of the Term of this Sublease, except to the extent such liabilities that the same is due to the negligence or obligations expressly survive such expiration willful misconduct of the other party or terminationits employees, agents, invitees, licensees, or contractors. Subtenant and Sublandlord each hereby releases and waives any right or claim against the other party for loss of business, loss of profits, inconvenience, or for any other incidental or consequential damages relating to this Sublease.

Waiver of Claims and Indemnity. (ai) Subtenant hereby releases and waives any and all claims against Landlord and Sublandlord Tenant and each of their respective officers, directors, partners, members, agents and employees for injury or damage to person, property or business sustained in or about the Leased Building, Building B, Building C, the Subleased Premises, the Shared Space, Tenant’s Premises or the Permitted Access Areas by Subtenant other than by reason of gross negligence or willful misconduct of Landlord or Tenant and except in any case which would render this release and waiver void under applicable law. (bii) Subtenant agrees to indemnify, defend and hold harmless Tenant, Landlord and its beneficiaries, Sublandlord and each of their respective officers, directors, partners, members, agents and employees, from and against any and all claims, demands, liabilities, costs and expenses of every kind and nature, including reasonable attorneys’ fees and litigation expenses, arising out of or with respect to or from Subtenant’s use, possession use or occupancy (or rights thereto) of the Leased Premises (including such use, possession or occupancy by Subtenant prior to the commencement of the Term in its capacity as prior tenant under the Prime Lease), or any events or occurrences on, under, or about the Leased Subleased Premises, Subtenantthe Shared Space, Tenant’s construction Premises, the Permitted Xxxxxx Xxxxx, Xxxxxxxx X, Xxxxxxxx X or authorization of any work or leasehold improvements in the Leased Premises Building, or from any breach or default on the part of Subtenant in the performance of any agreement, covenant, obligation, warranty agreement or representation covenant of Subtenant to be performed or performed under this Sublease or pursuant to the terms of this Sublease, or from any act or neglect of Subtenant or its agents, officers, employees, guests, servants, invitees or customers in or about the Leased Subleased Premises, other than by reason of gross negligence the Shared Space, Tenant’s Premises, the Permitted Xxxxxx Xxxxx, Xxxxxxxx X, Xxxxxxxx X or willful misconduct on the part of any of the foregoing indemniteesBuilding. In case any action or such proceeding is brought against any of said indemnified parties, Subtenant covenants, if requested by SublandlordTenant, to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (and, if provided in the Prime Lease, by Landlord). (c) Subtenant acknowledges that prior party to the assignment to, and assumption by, Sublandlord of the Prime Lease, Subtenant was the tenant under the Prime Lease, and agrees that all of be indemnified hereunder. Subtenant’s liabilities and obligations under this Sublease, including, without limitation, Subtenant’s indemnification obligations under Section 10(b), hereunder shall apply to the extent such liabilities or obligations arise from any matter first arising or accruing during Subtenant’s tenancy and occupancy of the Leased Premises under the Prime Lease (the “Subtenant Occupancy Period”). Sublandlord acknowledges and agrees that such obligations of Subtenant shall not apply to any matter first arising or accruing during the period of time (i) prior to the Subtenant Occupancy Period, or (ii) after survive the expiration or earlier termination of the Term of this Sublease, except to the extent such liabilities or obligations expressly survive such expiration or termination.

Waiver of Claims and Indemnity. (a) Subtenant hereby releases and waives any and all claims against Master Landlord and Sublandlord and each of their respective officers, directors, partners, agents and employees for injury or damage to person, property or business sustained in or about the Leased Building, the Master Premises, or the Premises by Subtenant other than by reason of gross negligence or willful misconduct on the part of Master Landlord or Sublandlord and except in any case which would render this release and waiver void under applicable law. (b) Subtenant agrees to indemnify, defend and hold harmless Master Landlord and its beneficiaries, Sublandlord and the managing agent of the Building and each of their respective officers, directors, partners, agents and employees, from and against any and all claims, demands, liabilities, costs and expenses of every kind and nature, including reasonable attorneys’ fees and litigation expenses, arising out of or with respect to or from Subtenant’s use, possession or occupancy (or rights thereto) of the Leased Premises (including such use, possession or occupancy by Subtenant prior to the commencement of the Term in its capacity as prior tenant under the Prime Lease), or any events or occurrences on, under, or about the Leased Premises, Subtenant’s construction or authorization of any work or leasehold improvements in the Leased Premises or from any breach or default on the part of Subtenant in the performance of any agreement, covenant, obligation, warranty agreement or representation covenant of Subtenant to be performed or performed under this Sublease or pursuant to the terms of this Sublease, or from any act or neglect of Subtenant or its agents, officers, employees, guests, servants, invitees or customers in or about the Leased Premises, other than by reason of gross negligence or willful misconduct on the part of any of the foregoing indemnitees. In case any action or such proceeding is brought against any of said indemnified parties, Subtenant covenants, if requested by Sublandlord, to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (and, if provided in the Prime Lease, by Landlord)Sublandlord. (c) Sublandlord agrees to indemnify, defend and hold harmless Subtenant acknowledges that prior to the assignment toand its beneficiaries, and assumption byeach of their respective officers, Sublandlord directors, partners, agents and employees, from and against any and all claims, demands, costs and expenses of the Prime Leaseevery kind and nature, Subtenant was the tenant under the Prime Leaseincluding attorneys’ fees and litigation expenses, and agrees that all of Subtenantarising from Sublandlord’s liabilities and obligations under this Sublease, including, without limitation, Subtenant’s indemnification obligations under Section 10(b), shall apply to the extent such liabilities or obligations arise from any matter first arising or accruing during Subtenant’s tenancy and prior occupancy of the Leased Premises or from any breach or default on the part of Sublandlord in the performance of any agreement or covenant of Sublandlord to be performed or performed under the Prime Lease (the “Subtenant Occupancy Period”). Sublandlord acknowledges and agrees that such obligations of Subtenant shall not apply to any matter first arising this Sublease or accruing during the period of time (i) prior pursuant to the Subtenant Occupancy Period, or (ii) after the expiration or earlier termination of the Term terms of this Sublease, except or from any act or neglect of Sublandlord or its agents, officers, employees, guests, servants, invitees or customers in or about the Premises. In case any such proceeding is brought against any of said indemnified parties, Sublandlord covenants, if requested by Subtenant, to the extent defend such liabilities or obligations expressly survive such expiration or terminationproceeding at its sole cost and expense by legal counsel reasonably satisfactory to Subtenant.

Waiver of Claims and Indemnity. (a) Subtenant Tenant hereby releases and waives any and all claims against Landlord Landlord, agents, employees and Sublandlord and each of their respective officers, directors, partners, agents and employees servants for injury or damage to person, property or business sustained in or about the Leased Premises Property by Subtenant other than Tenant, its agents, employees or servants, which injury or damage results from any act, neglect, occurrence or conditions in or about the Property, except to the extent that such injury or damage is caused by reason of gross the negligence or willful misconduct and except in or wanton act or omission by Landlord, or its agents, employees or servants. To the extent any of the foregoing is covered by insurance, Landlord or Tenant, as the case which would render this release and waiver void under applicable law. may be, shall have but one (b1) Subtenant recovery, but any such recovery shall not be limited to the amount of such insurance. Tenant hereby agrees to indemnify, defend indemnify and hold Landlord, its agents, employees and servants harmless Landlord and its beneficiaries, Sublandlord and each of their respective officers, directors, partners, agents and employees, from and against any and all claims, damage, demands, liabilities, costs and expenses of every kind and nature, including reasonable attorneys’ ' fees and litigation expensesfor the defense thereof, arising out of or with respect to or from Subtenant’s use, possession or Tenant's occupancy (or rights thereto) of the Leased Premises (including such use, possession or occupancy by Subtenant prior to the commencement of the Term in its capacity as prior tenant under the Prime Lease), or any events or occurrences on, under, or about the Leased Premises, Subtenant’s construction or authorization of any work or leasehold improvements in the Leased Premises Property or from any breach or default on the part of Subtenant Tenant in the performance of any agreement, covenant, obligation, warranty or representation agreement of Subtenant Tenant to be performed or performed under this Sublease or pursuant to the terms of this SubleaseLease, or from any act act, omission or neglect negligence of Subtenant or the Tenant, its employees, servants and agents, officers, employees, guests, servants, invitees or customers subtenants and/or assignees in or about the Leased Premises, other than by reason Property during the term of gross negligence or willful misconduct on the part of Lease. To the extent any of the foregoing indemniteesis covered by insurance, Landlord shall have but one (1) recovery. In case any action or such proceeding is brought against any of said indemnified partiesLandlord, Subtenant covenantsits agents, if requested by Sublandlordemployees or servants, Tenant covenants to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (andLandlord. Landlord hereby agrees to indemnify and hold Tenant, if provided its agents, employees and servants harmless against any and all claims, damage, demands, costs and expenses of every kind and nature, including reasonable attorneys' fees for the defense thereof, arising from any breach or default on the part of Landlord in the Prime performance of any agreement of Landlord to be performed pursuant to the terms of this Lease, by or from any act, omission or negligence of Landlord). (c) Subtenant acknowledges that prior to , its employees, servants and agents in or about the assignment to, and assumption by, Sublandlord Property. To the extent any of the Prime Leaseforegoing is covered by insurance, Subtenant was Tenant shall have but one (1) recovery. In case any such proceeding is brought against Tenant, its agents, employees or servants, Landlord covenants to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Tenant. In the tenant under event of any conflict or inconsistency between the Prime Leaseindemnification provisions hereof and those contained in the Stock Purchase Agreement, and agrees that all of Subtenant’s liabilities and obligations under this Sublease, including, without limitation, Subtenant’s indemnification obligations under Section 10(b), those contained in the Stock Purchase Agreement shall apply to the extent such liabilities or obligations arise from any matter first arising or accruing during Subtenant’s tenancy and occupancy of the Leased Premises under the Prime Lease (the “Subtenant Occupancy Period”). Sublandlord acknowledges and agrees that such obligations of Subtenant shall not apply to any matter first arising or accruing during the period of time (i) prior to the Subtenant Occupancy Period, or (ii) after the expiration or earlier termination of the Term of this Sublease, except to the extent such liabilities or obligations expressly survive such expiration or terminationgovern.

Waiver of Claims and Indemnity. (a) Subtenant hereby releases and waives any and all claims against Landlord and Sublandlord and each of their respective officers, directors, partners, agents and employees for injury or damage to person, property or business sustained in or about the Leased Building or the Premises by Subtenant other than by reason of gross negligence or willful misconduct and except in any case which would render this release and waiver void under applicable law. (b) Subtenant agrees to indemnify, defend and hold harmless Landlord and its beneficiaries, Sublandlord and the managing agent of the Building and each of their respective officers, directors, partners, agents and employees, from and against any and all claims, demands, liabilities, costs and expenses of every kind and nature, including reasonable attorneys’ ' fees and litigation expenses, arising out of or with respect to or from Subtenant’s use, possession or 's occupancy (or rights thereto) of the Leased Premises (including such use, possession or occupancy by Subtenant prior to the commencement of the Term in its capacity as prior tenant under the Prime Lease), or any events or occurrences on, under, or about the Leased Premises, Subtenant’s 's construction or authorization of any work or leasehold improvements in the Leased Premises or from any breach or default on the part of Subtenant in the performance of any agreement, covenant, obligation, warranty agreement or representation covenant of Subtenant to be performed or performed under this Sublease or pursuant to the terms of this Sublease, or from any act or neglect of Subtenant or its agents, officers, employees, guests, servants, invitees or customers in or about the Leased Premises, other than by reason except to the extent the liability, costs, damages and/or expenses arise from the intentional or grossly negligent acts of gross negligence Sublandlord or willful misconduct on the part of any of the foregoing indemniteesits agents, contractors or employees. In case any action or such proceeding is brought against any of said indemnified parties, Subtenant covenants, if requested by Sublandlord, to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (and, if provided in the Prime Lease, by Landlord)Sublandlord. (c) Subtenant acknowledges that prior to the assignment to, and assumption by, Sublandlord of the Prime Lease, Subtenant was the tenant under the Prime Lease, and agrees that all of Subtenant’s liabilities and obligations under this Sublease, including, without limitation, Subtenant’s indemnification obligations under Section 10(b), shall apply to the extent such liabilities or obligations arise from any matter first arising or accruing during Subtenant’s tenancy and occupancy of the Leased Premises under the Prime Lease (the “Subtenant Occupancy Period”). Sublandlord acknowledges and agrees that such obligations of Subtenant shall not apply to any matter first arising or accruing during the period of time (i) prior to the Subtenant Occupancy Period, or (ii) after the expiration or earlier termination of the Term of this Sublease, except to the extent such liabilities or obligations expressly survive such expiration or termination.

Waiver of Claims and Indemnity. (a) Subtenant hereby releases and waives any and all claims against Master Landlord and Sublandlord and each of their respective officers, directors, partners, agents and employees for injury or damage to person, property or business sustained in or about the Leased Building, the Premises subject to the Master Lease Agreement, or the Premises by Subtenant other than by reason of gross negligence or willful misconduct on the part of Master Landlord or Sublandlord and except in any case which would render this release and waiver void under applicable law. (b) Subtenant agrees to indemnify, defend and hold harmless Master Landlord and its beneficiaries, Sublandlord and the managing agent of the Building and each of their respective officers, directors, partners, agents and employees, from and against any and all claims, demands, liabilities, costs and expenses of every kind and nature, including reasonable attorneys’ fees and litigation expenses, arising out of or with respect to or from Subtenant’s use, possession or occupancy (or rights thereto) of the Leased Premises (including such use, possession or occupancy by Subtenant prior to the commencement of the Term in its capacity as prior tenant under the Prime Lease), or any events or occurrences on, under, or about the Leased Premises, Subtenant’s construction or authorization of any work or leasehold improvements in the Leased Premises or from any breach or default on the part of Subtenant in the performance of any agreement, covenant, obligation, warranty agreement or representation covenant of Subtenant to be performed or performed under this Sublease or pursuant to the terms of this Sublease, or from any act or neglect of Subtenant or its agents, officers, employees, guests, servants, invitees or customers in or about the Leased Premises, other than by reason of gross negligence or willful misconduct on the part of any of the foregoing indemnitees. In case any action or such proceeding is brought against any of said indemnified parties, Subtenant covenants, if requested by Sublandlord, to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (and, if provided in the Prime Lease, by Landlord)Sublandlord. (c) Sublandlord agrees to indemnify, defend and hold harmless Subtenant acknowledges that prior to the assignment toand its beneficiaries, and assumption byeach of their respective officers, Sublandlord directors, partners, agents and employees, from and against any and all claims, demands, costs and expenses of the Prime Leaseevery kind and nature, Subtenant was the tenant under the Prime Leaseincluding attorneys’ fees and litigation expenses, and agrees that all of Subtenantarising from Sublandlord’s liabilities and obligations under this Sublease, including, without limitation, Subtenant’s indemnification obligations under Section 10(b), shall apply to the extent such liabilities or obligations arise from any matter first arising or accruing during Subtenant’s tenancy and prior occupancy of the Leased Premises or from any breach or default on the part of Sublandlord in the performance of any agreement or covenant of Sublandlord to be performed or performed under the Prime Lease (the “Subtenant Occupancy Period”). Sublandlord acknowledges and agrees that such obligations of Subtenant shall not apply to any matter first arising this Sublease or accruing during the period of time (i) prior pursuant to the Subtenant Occupancy Period, or (ii) after the expiration or earlier termination of the Term terms of this Sublease, except or from any act or neglect of Sublandlord or its agents, officers, employees, guests, servants, invitees or customers in or about the Premises. In case any such proceeding is brought against any of said indemnified parties, Sublandlord covenants, if requested by Subtenant, to the extent defend such liabilities or obligations expressly survive such expiration or terminationproceeding at its sole cost and expense by legal counsel reasonably satisfactory to Subtenant.

Waiver of Claims and Indemnity. (a) Subtenant hereby releases and waives any and all claims against Landlord and Landlord, Sublandlord and each of their respective officers, directors, members, managers, partners, agents and employees for injury or damage to person, property or business sustained in or about the Leased Building, the premises subject to the Prime Lease or the Premises by Subtenant Subtenant, other than by reason of gross negligence or willful misconduct and except in any case which that would render this release and waiver void under applicable law. (b) Subtenant agrees to indemnify, defend and hold harmless Landlord and its beneficiaries, Sublandlord and the managing agent of the Building and each of their respective officers, directors, members, managers, partners, agents and employees, from and against any and all claims, demands, liabilities, costs and expenses of every kind and nature, including reasonable attorneys’ fees and litigation expenses, arising out of or with respect to or from Subtenant’s use, possession or occupancy (or rights thereto) of the Leased Premises (including such use, possession or occupancy by Subtenant prior to the commencement of the Term in its capacity as prior tenant under the Prime Lease), or any events or occurrences on, under, or about the Leased Premises, Subtenant’s construction or authorization of any work or leasehold improvements in the Leased Premises or from any breach or default on the part of Subtenant in the performance of any agreement, covenant, obligation, warranty agreement or representation covenant of Subtenant to be performed or performed under this Sublease or pursuant to the terms of this Sublease, or from any act or neglect of Subtenant or its agents, officers, employees, guests, servants, invitees or customers in or about the Leased Premises, other than by reason of gross negligence or willful misconduct on the part of any of the foregoing indemnitees. In case any action or such proceeding is brought against any of said indemnified parties, Subtenant covenants, if requested by Sublandlord, to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (and, if provided in the Prime Lease, by Landlord)Sublandlord. (c) Subtenant acknowledges that prior to the assignment to, and assumption by, Sublandlord of the Prime Lease, Subtenant was the tenant under the Prime Lease, and agrees that all of Subtenant’s liabilities and obligations under this Sublease, including, without limitation, Subtenant’s indemnification obligations under Section 10(b), shall apply to the extent such liabilities or obligations arise from any matter first arising or accruing during Subtenant’s tenancy and occupancy of the Leased Premises under the Prime Lease (the “Subtenant Occupancy Period”). Sublandlord acknowledges and agrees that such obligations of Subtenant shall not apply to any matter first arising or accruing during the period of time (i) prior to the Subtenant Occupancy Period, or (ii) after the expiration or earlier termination of the Term of this Sublease, except to the extent such liabilities or obligations expressly survive such expiration or termination.

Waiver of Claims and Indemnity. (a) Subtenant Tenant hereby releases and waives any and all ------------------------------ claims against Landlord Landlord, and Sublandlord its agents, employees and each of their respective officers, directors, partners, agents and employees servants for injury or damage to person, property or business sustained in or about the Leased Premises property by Subtenant other than Tenant, its agents, employees or servants, which injury or damage results from any act, neglect, occurrence or conditions in or about the Property, except to the extent that such injury or damage is caused by reason of the gross negligence or willful misconduct and except in or wanton act or omission by Landlord, or its agents, employees or servants. To the extent any of the foregoing is covered by insurance, Landlord or Tenants, as the case which would render this release and waiver void under applicable law. may be, shall have but one (b1) Subtenant recovery. Tenant hereby agrees to indemnify, defend indemnify and hold Landlord, its agents, employees and servants harmless Landlord and its beneficiaries, Sublandlord and each of their respective officers, directors, partners, agents and employees, from and against any and all claims, damage, demands, liabilities, costs and expenses of every kind and nature, including reasonable attorneys’ ' fees and litigation expensesfor the defense thereof, arising out of or with respect to or from Subtenant’s use, possession or Tenant's occupancy (or rights thereto) of the Leased Premises (including such use, possession or occupancy by Subtenant prior to the commencement of the Term in its capacity as prior tenant under the Prime Lease), or any events or occurrences on, under, or about the Leased Premises, Subtenant’s construction or authorization of any work or leasehold improvements in the Leased Premises Property or from any breach or default on the part of Subtenant Tenant in the performance of any agreement, covenant, obligation, warranty or representation agreement of Subtenant Tenant to be performed or performed under this Sublease or pursuant to the terms of this SubleaseLease, or from any act act, omission or neglect negligence of Subtenant or the Tenant, its employees, servants and agents, officers, employees, guests, servants, invitees or customers subtenants and/or assignees in or about the Leased Premises, other than by reason of gross negligence or willful misconduct on Property. To the part of extent any of the foregoing indemniteesis covered by insurance, Landlord shall have but one (1) recovery. In case any action or such proceeding is brought against any of said indemnified partiesLandlord, Subtenant covenantsits agents, if requested by Sublandlordemployees or servants, Tenant covenants to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (and, if provided in the Prime Lease, by Landlord). (c) Subtenant acknowledges that prior . Landlord shall have no responsibility for loss or damage to the assignment to, and assumption by, Sublandlord of the Prime Lease, Subtenant was the tenant under the Prime Lease, and agrees that all of Subtenant’s liabilities and obligations under this Sublease, including, without limitation, Subtenant’s indemnification obligations under Section 10(b), shall apply to the extent such liabilities or obligations arise from any matter first arising or accruing during Subtenant’s tenancy and occupancy of the Leased Premises under the Prime Lease (the “Subtenant Occupancy Period”). Sublandlord acknowledges and agrees that such obligations of Subtenant shall not apply to any matter first arising or accruing during the period of time (i) prior to the Subtenant Occupancy Period, or (ii) after the expiration or earlier termination of the Term of this SubleaseTenant's personal property, except to the extent caused by and degree of fault attributable to Landlord's willful misconduct, and no responsibility to insure the personal property of Tenant of whatever nature and wherever located on the Premises against any loss or damage thereto, however occasioned, it being understood and agreed that Tenant will so insure such liabilities or obligations expressly survive such expiration or terminationpersonal property.

Waiver of Claims and Indemnity. (a) Subtenant hereby releases and waives any and all claims against Landlord and Sublandlord and each of their respective officers, directors, partners, agents and employees for injury or damage to person, property or business sustained in or about the Leased Building or the Premises by Subtenant other than by reason of gross the active negligence or willful misconduct and except in any case which would render this release and waiver void under applicable law. (b) Subtenant agrees to indemnify, defend and hold harmless Landlord and its beneficiaries, Sublandlord and each of their respective officers, directors, partners, agents and employees, from and against any and all claims, demands, liabilities, costs and expenses of every kind and nature, including reasonable attorneys’ fees and litigation expenses, arising out of or with respect to or from Subtenant’s use, possession or use and occupancy (or rights thereto) of the Leased Premises (including such use, possession or occupancy by Subtenant prior to the commencement of the Term in its capacity as prior tenant under the Prime Lease), or any events or occurrences on, under, or about the Leased Premises, Subtenant’s construction or authorization of any work or leasehold improvements in the Leased Premises, any release, discharge, storage, production, use or disposal of Hazardous Substances in the Premises caused or permitted by Subtenant or its agents, contractors, employees, licensees or invitees or in any way relating to any Hazardous Substances brought onto the Premises by Subtenant or its agents, contractors, employees, licensees or invitees, the installation, maintenance, repair and/or removal of any and all signage installed by Subtenant, including, without limitation, the Building Signage, or from any breach or default on the part of Subtenant in the performance of any agreement, covenant, obligation, warranty agreement or representation covenant of Subtenant to be performed or performed under this Sublease or the Consent Agreement or pursuant to the terms of this SubleaseSublease or the Consent Agreement, or from any act or neglect of Subtenant or its agents, officers, employees, guests, servants, invitees or customers in or about the Leased Premises. In addition, the foregoing indemnification of Sublandlord and the other than by reason of gross negligence noted parties herein shall include any and all liability assessed, imposed or willful misconduct on the part of charged against Subtenant for any violation of the foregoing indemniteesprovisions of the Prime Lease and/or Consent Agreement with respect to their respective provisions relating to Hazardous Substances, which violation was not caused by Sublandlord or its agents, contractors or employees. In case any action or such proceeding is brought against any of said indemnified parties, Subtenant covenants, if requested by Sublandlord, to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (and, if provided in the Prime Lease, by Landlord)Sublandlord. (c) Sublandlord agrees to indemnify, defend and hold harmless Subtenant acknowledges that prior to the assignment toand its officers, directors, partners, agents and assumption byemployees, from and against any and all claims, demands, cost and expenses of every kind and nature, including attorneys’ fees and litigation expenses, arising from (i) any breach or default by Sublandlord of the Prime Lease, Subtenant was the tenant under the Prime Lease, and agrees that all of Subtenant’s liabilities and obligations under this Sublease, including, without limitation, Subtenant’s indemnification obligations under Section 10(b), shall apply to the extent such liabilities or obligations arise from any matter first arising or accruing during Subtenant’s tenancy and occupancy of the Leased Premises under the Prime Lease (which breach or default was not attributable to Subtenant or its agents, contractors, employees, licensees or invitees under this Sublease and/or the “Subtenant Occupancy Period”Consent Agreement). Sublandlord acknowledges , and agrees that such obligations of Subtenant shall not apply to any matter first arising or accruing during the period of time (i) prior to the Subtenant Occupancy Period, or (ii) after the expiration active negligence or earlier termination willful misconduct of Sublandlord or its agents, officers or employees or from any breach or default on the Term part of Sublandlord in the performance of any agreement or covenant of Sublandlord to be performed under this Sublease. In case any such proceeding is brought against any of said indemnified parties, except Sublandlord covenants, if requested by Subtenant, to the extent defend such liabilities or obligations expressly survive such expiration or terminationproceeding at its sole cost and expense by legal counsel reasonably satisfactory to Subtenant.

Waiver of Claims and Indemnity. (a) Subtenant hereby releases and waives any and all claims against Landlord and Sublandlord and each of their respective officers, directors, partners, agents and employees for injury or damage to person, property or business sustained in or about the Leased Building, the premises subject to the Prime Lease, or the Premises by Subtenant other than by reason of gross negligence or willful wilful misconduct and except in any case which would render this release and waiver void under applicable law. (b) Except to the extent caused by the gross negligence or wilful misconduct of Sublandlord or any of its officers, directors, partners, employees or agents, Subtenant agrees to indemnify, defend and hold harmless Landlord and its beneficiaries, Sublandlord and the managing agent of the Building and each of their respective officers, directors, partners, agents and employees, from and against any and all claims, demands, liabilities, costs and expenses of every kind and nature, including reasonable attorneys’ fees and litigation expenses, arising out of or with respect to or from Subtenant’s use, possession or occupancy (or rights thereto) of the Leased Premises (including such use, possession or occupancy by Subtenant prior to the commencement of the Term in its capacity as prior tenant under the Prime Lease), or any events or occurrences on, under, or about the Leased Premises, Subtenant’s construction or authorization of any work or leasehold improvements in the Leased Premises or from any breach or default on the part of Subtenant in the performance of any agreement, covenant, obligation, warranty agreement or representation covenant of Subtenant to be performed or performed under this Sublease or pursuant to the terms of this Sublease, or from any act or neglect of Subtenant or its agents, officers, employees, guests, servants, invitees or customers in or about the Leased Premises, other than by reason of gross negligence or willful misconduct on the part of any of the foregoing indemnitees. In case any action or such proceeding is brought against any of said indemnified parties, Subtenant covenants, if requested by Sublandlord, to defend such proceeding at its sole cost and expense by legal counsel reasonably satisfactory to Sublandlord (and, if provided in the Prime Lease, by Landlord)Sublandlord. (c) Subtenant acknowledges that prior to the assignment to, and assumption by, Sublandlord of the Prime Lease, Subtenant was the tenant under the Prime Lease, and agrees that all of Subtenant’s liabilities and obligations under this Sublease, including, without limitation, Subtenant’s indemnification obligations under Section 10(b), shall apply to the extent such liabilities or obligations arise from any matter first arising or accruing during Subtenant’s tenancy and occupancy of the Leased Premises under the Prime Lease (the “Subtenant Occupancy Period”). Sublandlord acknowledges and agrees that such obligations of Subtenant shall not apply to any matter first arising or accruing during the period of time (i) prior to the Subtenant Occupancy Period, or (ii) after the expiration or earlier termination of the Term of this Sublease, except to the extent such liabilities or obligations expressly survive such expiration or termination.