Common use of Waiver of Claims and Indemnity Clause in Contracts

Waiver of Claims and Indemnity. (a) To the extent not expressly prohibited by law, and except to the extent caused by or resulting from the negligence or intentional misconduct of Landlord, Sublandlord, its officers, directors, agents, servants and employees, Subtenant releases Sublandlord from, and waives all claims for, damages to any person or property 4454311.3 sustained by Subtenant or by any of its employees, agents, or invitees at the Premises or the Building, or by any other person (except for Sublandlord, its officers, directors, agents, servants and employees), resulting directly or indirectly from fire or other casualty, or any existing or future condition, defect, matter or thing in the Premises, the Building or any part thereof, or from any equipment or appurtenance therein, or from any accident in or about the Premises or the Building, or from any act or neglect of Landlord or any tenant or other occupant of the Building or of any other person (except for Sublandlord, its officers, directors, agents, servants and employees). (b) All personal property belonging to Subtenant or any other person that is in the Premises, as well as Sublandlord Property, shall be there at the risk of Subtenant or other person only and Sublandlord shall not be liable for any damage thereto or theft or misappropriation thereof, except to the extent caused by or resulting from the negligence or intentional misconduct of Landlord, Sublandlord, its officers, directors, agents, servants and employees. To the extent not expressly prohibited by law, Subtenant agrees to defend, indemnify and hold Sublandlord harmless from and against any and all loss, cost, expense, claims, damages and liabilities, including reasonable attorneys’ fees and expenses, which may be asserted or which Sublandlord may suffer or incur by reason of Subtenant’s occupancy or use of the Premises, or the conduct of its business, or any activity, work, or thing done, permitted or suffered by Subtenant in or about the Premises, or any breach or default on the part of Subtenant in the performance of any covenant or agreement on the part of Subtenant to be performed pursuant to the terms of this Sublease or due to any negligent act or omission of Subtenant, its agents, servants or employees, except for such damages and claims by reason of Sublandlord’s acts or omission and except to the extent caused by or resulting from the negligence or intentional misconduct of Landlord, Sublandlord, its officers, directors, agents, servants and employees.

Waiver of Claims and Indemnity. (a) To the extent not expressly prohibited permitted by law, and except to the extent caused by or resulting from Tenant releases the negligence or intentional misconduct of Landlord, Sublandlordits beneficiaries, its officers, directors, agents, partners and their respective agents and servants and employees, Subtenant releases Sublandlord from, and waives all claims for, damages damage to any person or property 4454311.3 sustained by Subtenant the Tenant or by any occupant of its employees, agentsthe Building or premises resulting from the Building or premises or any part of either or any equipment or appurtenance becoming out of repair, or invitees at the Premises resulting from any accident in or about the Building, or by any other person (except for Sublandlord, its officers, directors, agents, servants and employees), resulting directly or indirectly from fire any act or neglect of any tenant or occupant of the Building or any other person, including Landlord's agents and servants. This Section 15 shall apply especially, but not exclusively, to the flooding of basements or other casualtysubsurface 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 the Landlord or 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 circumstances above mentioned or referred to, or any existing other thing or future conditioncircumstances whether of a like nature or of a wholly different nature. If any such damage, defect, matter whether to the demised premises or thing in the Premises, to the Building or any part thereof, or from any equipment whether to the Landlord or appurtenance therein, or from any accident to other tenants in or about the Premises or the Building, or 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 tenant or other occupant of the Building or of any other person (except for Sublandlord, its officers, directors, agents, servants and employees). (b) All personal property belonging to Subtenant or any other person premises that is in the Premises, as well as Sublandlord Property, Building or the premises shall be there at the risk of Subtenant the Tenant or other person only only, and Sublandlord the Landlord shall not be liable for any damage damages thereto or theft or misappropriation thereof, except . Tenant agrees to indemnify and save the extent caused by or resulting from the negligence or intentional misconduct of Landlord, Sublandlordits beneficiaries, its officers, directors, agents, servants partners and employees. To the extent not expressly prohibited by law, Subtenant agrees to defend, indemnify their respective agents and hold Sublandlord employees harmless from and against any and all loss, cost, expense, claims, damages demands, costs and liabilitiesexpenses, including reasonable attorneys’ ' fees for the defense thereof, arising from Tenant's occupation of the demised premises. In case of any action or proceeding brought against Landlord, its beneficiaries, Owner and expenses, which may be asserted Owner's partners or which Sublandlord may suffer their respective agents or incur employees by reason of Subtenant’s occupancy or use of the Premisesany such claim, or the conduct of its business, or any activity, work, or thing done, permitted or suffered by Subtenant in or about the Premises, or any breach or default on the part of Subtenant in the performance of any covenant or agreement on the part of Subtenant to be performed pursuant to the terms of this Sublease or due to any negligent act or omission of Subtenant, its agents, servants or employees, except for such damages and claims by reason of Sublandlord’s acts or omission and except to the extent caused by or resulting upon notice from the negligence or intentional misconduct of Landlord, Sublandlord, its officers, directors, agents, servants and employeesTenant covenants to defend such action or proceeding by counsel reasonably satisfactory to Landlord.

Waiver of Claims and Indemnity. (a) To 13.1 Tenant agrees that, to the extent not expressly prohibited by law, Landlord and except to the extent caused by or resulting from the negligence or intentional misconduct of Landlord, Sublandlord, its officers, directors, agents, servants and employees, Subtenant releases Sublandlord fromservants, and waives all claims for, damages employees shall not 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 any person or property 4454311.3 sustained by Subtenant or by any of Tenant, its servants, employees, agents, invitees, or invitees at guests due to the Premises or the Buildingany part or any appurtenances thereof becoming out of repair, or by any other person (except for Sublandlord, its officers, directors, agents, servants and employees), resulting directly or indirectly from fire or other casualty, or any existing or future condition, defect, matter or thing in due to the Premises, the Building or any part thereof, or from any equipment or appurtenance therein, or from happening of any accident in or about the Premises or the BuildingPremises, or from due to any act or neglect of Landlord or any tenant or other occupant of the Building Tenant or of any other person. This provision shall apply without distinction as to the person (except whose act or neglect was responsible for Sublandlord, its officers, directors, agents, servants and employees)the damage. (b) All 13.2 Tenant further agrees that all of Tenant's personal property belonging to Subtenant or any other person that is in the Premises, as well as Sublandlord Property, Premises shall be there at the risk of Subtenant or other person Tenant only and Sublandlord that Landlord shall not be liable for any damage thereto or theft or misappropriation thereof, except . 13.3 Tenant shall defend (with counsel acceptable to the extent caused by or resulting from the negligence or intentional misconduct of Landlord, Sublandlord, its officers, directors, agents, servants and employees. To the extent not expressly prohibited by law, Subtenant agrees to defend), indemnify and hold Sublandlord Landlord, and its officers, agents and employees, harmless from and against any and all loss, cost, expenseliability, claims, damages fines, liens, suits, actions, obligations, penalties, charges, expenses, costs, or damages, including reasonable attorneys fees and costs, arising from, or alleged to have arisen from, the acts or omissions of Ten ant, and / or its agents, employees, licensees, invitees, subtenants, or contractors, occurring in or upon the Premises, or related to the use thereof. 13.4 Tenant will be solely responsible for and will defend (with counsel acceptable to Landlord), indemnify, and hold Landlord and its officers, agents, and employees harmless from and against any and all claims, fines, liens, suits, actions, obligations, penalties, charges, expenses, damages, costs, and liabilities, including reasonable attorneys’ attorneys fees and expensescosts, which may be asserted arising out of or which Sublandlord may suffer in connection with the removal from, clean up of, or incur by reason of Subtenant’s occupancy or use restoration of the PremisesPremises directly attributed to the use or generation of hazardous materials by Tenant or any of Tenant's agents, employees, invitees, licensees, contractors or subtenants. Tenant shall promptly take any and all remedial and removal action as required by law to clean up the Premises and mitigate exposure to liability arising from, and keep the Premises free of any lien imposed pursuant to, any Legal Requirements as a result of Tenant's actions with respect to the Premises in violation of this Article 13. As used herein, "hazardous materials" means any substance, material, waste, gas or particulate matter which is regulated by any local governmental authority, the State of Nevada, or the conduct of its businessUnited States Government, including, but not limited to, any material or any activity, work, or thing done, permitted or suffered by Subtenant in or about the Premises, or any breach or default on the part of Subtenant in the performance of any covenant or agreement on the part of Subtenant to be performed substance which is: (i) defined as a "hazardous waste;" (ii) petroleum; (iii) asbestos; (iv) polycholorinated biphenyl; (v) radioactive; (vi) designated as a "hazardous substance" pursuant to Section 311 of the terms Clean Water Act, 33 U.S.C. 1251 et seq. (33 U.S.C. 1317); and (vii) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq. (42 U.S.C. 9601). 13.5 Tenant shall have the obligation to indemnify Landlord as required by this Lease notwithstanding the existence or adequacy of Tenant's insurance coverages. This Article 13 shall survive the termination and expiration of this Sublease or due to any negligent act or omission of Subtenant, its agents, servants or employees, except for such damages and claims by reason of Sublandlord’s acts or omission and except to the extent caused by or resulting from the negligence or intentional misconduct of Landlord, Sublandlord, its officers, directors, agents, servants and employeesLease.

Waiver of Claims and Indemnity. (a) To Tenant agrees that, to the extent not expressly prohibited by law, Landlord and except to the extent its officers agents, servants and employees shall not be liable for (nor shall rent abatx xx a result of) any direct or consequential damage, unless caused by or resulting from the negligence or intentional willful misconduct of Landlord, Sublandlord, its officers, directors, agents, servants and employees, Subtenant releases Sublandlord from, and waives all claims for, damages agents or contractors (including damage claimed for actual or constructive eviction) either to any person or property 4454311.3 sustained by Subtenant or by any of Tenant, its employees, agents, invitees or invitees at the Premises or the Building, or by any other person (except for Sublandlord, its officers, directors, agents, servants and employees), resulting directly or indirectly from fire or other casualty, or any existing or future condition, defect, matter or thing in the Premises, guests due to the Building or any part thereofthereof or any appurtenances thereof becoming out of repair, or from any equipment or appurtenance therein, or from due to the happening of any accident in or about the Premises or the Building, or from due to any act or neglect of Landlord or any tenant or other occupant of the Building or of any other person. 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 (except whose act or neglect was responsible for Sublandlord, its officers, directors, agents, servants the damage and employees). (b) All whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all of Tenant's personal property belonging to Subtenant or any other person that is in the Premises, as well as Sublandlord Property, Premises or the Building shall be there at the risk of Subtenant or other person Tenant only and Sublandlord that Landlord shall not be liable for any loss or damage thereto or theft or misappropriation thereof, except to the extent caused by or resulting from the negligence or intentional misconduct of Landlord, Sublandlord, its officers, directors, agents, servants . Tenant and employees. To the extent not expressly prohibited by law, Subtenant agrees to defendLandlord shall protect, indemnify and hold Sublandlord save each other and their officers, agents and employees harmless from and against any and all loss, cost, expense, claims, damages and obligations liabilities, including reasonable attorneys’ fees costs, damages, claims and expenses, which may be asserted expenses of whatever nature arising from injury to persons or which Sublandlord may suffer damage to property on the Premises or incur by reason of Subtenant’s occupancy or use of the Premises, or the conduct of its business, or any activity, work, or thing done, permitted or suffered by Subtenant in or about the Premises, Building arising out of or any breach or default on the part of Subtenant in the performance of any covenant or agreement on the part of Subtenant to be performed pursuant to the terms of this Sublease or due to any negligent act or omission of Subtenant, its agents, servants or employees, except for such damages and claims by reason of Sublandlord’s acts or omission and except to the extent caused by or resulting from the negligence or intentional misconduct of Landlord, Sublandlord, its officers, directors, agents, servants and employees.connection with

Waiver of Claims and Indemnity. (a) To Landlord and Tenant, to the extent not expressly prohibited permitted by law, expressly, knowingly and except voluntarily waive and release any and all claims it may have against the other party, and against the other party’s agents, employees and contractors, including, but not limited to, claims for theft or damage to property (including business interruption of Tenant’s Business) or loss of income. Moreover, Tenant, to the extent permitted by law, expressly, knowingly and voluntarily waives and releases any and all claims it may have against the Landlord, its agents, employees and contractors, for injury to person sustained by the Tenant or by any occupant of the Premises, or by any other person, as a result of the acts or omissions of Landlord or Landlord’s employees, agents, or contractors, unless caused by or resulting from as a result of the negligence or intentional willful misconduct of Landlord, Sublandlord, its officers, directors, agents, servants and employees, Subtenant releases Sublandlord from, and waives all claims for, damages to any person Landlord or property 4454311.3 sustained by Subtenant or by any of its employees, agents, or invitees at contractors. Without limiting the Premises foregoing, Tenant waives any claims against Landlord arising from theft or the Building, damage to person or by any other person (except for Sublandlord, its officers, directors, agents, servants and employees), resulting directly or indirectly from fire or other casualty, or any existing or future condition, defect, matter or thing in the Premises, the Building or property as a result of any part thereof, of the Property or from any equipment or appurtenance thereinappurtenances becoming out of repair, or resulting from any accident in or about the Premises Property or the Building, resulting directly or indirectly from any act or neglect of Landlord or any tenant or other occupant of any part of the Building Property or of any other person person. This provision shall apply especially (except for Sublandlordbut not exclusively) to damage caused by water, its officersfrost, directorsweather, agentssteam, servants sewage, electricity, gas, sewer gas or odors, or by the bursting or leaking of pipes or plumbing work, and employees). (b) shall apply equally whether such damage is caused or occasioned by anything or circumstance above mentioned or referred to, or by any other thing or circumstance whether of a like or wholly different nature. All personal property belonging to Subtenant the Tenant or any other person occupant of the Premises that is in or on any part of the Premises, as well as Sublandlord Property, Property shall be there at the risk of Subtenant the Tenant or of such other person only only, and Sublandlord the Landlord, its agents and employees shall not be liable for any damage thereto or for the theft or misappropriation thereof, except to the extent caused by or resulting from the negligence or intentional misconduct of Landlord, Sublandlord, its officers, directors, agents, servants and employees. To the extent not expressly prohibited by law, Subtenant The Tenant agrees to defend, indemnify hold the Landlord harmless and hold Sublandlord harmless from and against any and all loss, cost, expense, claims, damages and liabilities, indemnified (including reasonable attorneys’ fees attorney fees) against claims and expenses, which may be asserted liability for injuries to all persons and for damage to or which Sublandlord may suffer or incur by reason loss of Subtenant’s occupancy or use of the Premises, or the conduct of its business, or any activity, work, or thing done, permitted or suffered by Subtenant property occurring in or about the PremisesProperty, or any breach or default on the part of Subtenant in the performance of any covenant or agreement on the part of Subtenant to be performed pursuant to the terms of this Sublease or due to any negligent act of negligence or omission of Subtenantdefault under this Lease by the Tenant, its contractors, agents, servants or employees, except for such damages and claims by reason of Sublandlord’s acts invitees, or omission and except to those on the extent caused Property by or resulting through Tenant. Such obligation shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity that would otherwise exist as to any party or person described in this paragraph. Tenant agrees that in the event Tenant shall have any claim against Landlord under the Lease or arising out of the subject matter of the Lease, as amended from time to time, Tenant’s sole recourse shall be against the negligence Landlord’s interest in the Building, for the satisfaction of any claim, judgment or intentional misconduct decree requiring the payment of money by Landlord as a result of a breach hereof or otherwise in connection with the Lease, and no other property or assets of Landlord, Sublandlordits successors or assigns, shall be subject to the levy, execution or other enforcement procedure for the satisfaction of any such claim, judgment, injunction or decree. Moreover, Tenant agrees that Landlord shall in no event and under no circumstances be responsible for any consequential damages incurred or sustained by Tenant, or its officers, directorsemployees, agents, servants contractors or invitees as a result of or in any way connected to Tenant’s occupancy of the Premises. In any and all claims against Landlord and its subsidiaries or any of their agents or employees by an employee of the Tenant or anyone directly or indirectly employed by Tenant or anyone for whose acts Tenant may be liable, the indemnification obligation under this paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Tenant under workers’ compensation acts, disability benefit acts or other employee benefit acts. Tenant understands and acknowledges the significance and consequence of the waivers and indemnifications set forth herein. The indemnity and hold harmless obligations of the Tenant shall survive termination of this Lease. The Landlord agrees to hold Tenant harmless and indemnified (including reasonable attorney fees) against claims and liability for injuries to all persons and for damage to or loss of Property occurring in or about Property, due to any act of negligence or default under this Lease by Landlord, its contractors, agents, employees, invitees or those on the Property by or through Tenant.

Waiver of Claims and Indemnity. (a) To the extent not expressly prohibited by law, and except to the extent caused by or resulting from the negligence or intentional misconduct of Tenant releases Landlord, Sublandlordits partners, its officers, directors, agents, servants and employees, Subtenant releases Sublandlord their respective agents and employees and their successors and assigns from, and waives all claims for, damages damage or injury to any person or property 4454311.3 sustained by Subtenant Tenant its successors and assigns resulting from the Site, the Building or by Premises or any part of any of its employees, agentsthem or any equipment or appurtenance becoming out of repair, or invitees at resulting from any accident in or about the Site, the Building, or the Premises or resulting directly or indirectly from any act or neglect of any tenant or occupant of the Site or the Building, or by of any other person (except for Sublandlordperson, its officers, directors, agents, servants including Landlord's agents and employees). This Section 18 shall include but not be limited to, resulting directly or indirectly from fire the flooding of basements or other casualtysubsurface areas, and to damage caused by refrigerators, sprinkling devices, air-conditioning and/or electrical equipment, 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 Landlord or 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 existing other thing or future conditioncircumstance whether of a like nature or of a wholly different nature. If any such damage, defect, matter or thing in injury whether to the Premises, Premises or to the Building or any part thereof, or from any equipment whether to Landlord or appurtenance therein, or from any accident to other tenants in or about the Premises or the Building, or results from any act or neglect of Landlord or any tenant or other occupant of the Building or of any other person (except for SublandlordTenant, its officers, directorsemployees, agents, servants invitees and employees). (b) All personal property belonging to Subtenant or any other person that is in the Premisescustomers, as well as Sublandlord Property, Tenant shall be there liable therefor and Landlord may, at Landlord's option, repair such damage and Tenant shall, upon demand by Landlord, reimburse Landlord forthwith for the risk total cost of Subtenant or other person only and Sublandlord such repairs. Tenant shall not be liable for any damage thereto or theft or misappropriation thereof, except to the extent caused by its act or resulting neglect if Landlord or a tenant has recovered the full amount of the damage from insurance and the negligence or intentional misconduct insurance company has waived its right of subrogation against Tenant. Tenant agrees to indemnify and save Landlord, Sublandlord, its officers, directors, agents, servants partners and employees. To the extent not expressly prohibited by law, Subtenant agrees to defend, indemnify their respective agents and hold Sublandlord employees harmless from and against any and all loss, cost, expense, claims, damages demands, costs and liabilitiesexpenses, including reasonable attorneys’ attorney's fees and expensesfor the defense thereof, which may be asserted or which Sublandlord may suffer or incur by reason of Subtenant’s arising from Tenant's occupancy or use of the Premises, Premises or the conduct of its business, or any activity, work, or thing done, permitted or suffered by Subtenant in or about the Premises, or from any breach or default on the part of Subtenant Tenant in the performance of any covenant or agreement on the part of Subtenant Tenant to be performed pursuant to the terms of this Sublease Lease, or due to from any negligent act or omission negligence of SubtenantTenant, its agents, servants servants, employees or employeesinvitees, except for such damages and claims in or about the Premises. In case of any action or proceeding brought against Landlord, its partners or their respective agents or employees by reason of Sublandlord’s acts any such claim, upon notice from Landlord, Tenant covenants to defend such action or omission proceeding by counsel reasonably satisfactory to Landlord. Landlord agrees to indemnify and except save Tenant, its partners and their respective agents and employees harmless against any and all claims, demands, costs and expenses, including reasonable attorney's fees for the defense thereof, arising from Landlord's letting of the Premises to Tenant or from any breach or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to be performed pursuant to the extent caused by terms of this Lease, or resulting from the any act or negligence or intentional misconduct of Landlord, Sublandlordits agents, servants, employees or invitees, in or about the Premises. In case of any action or proceeding brought against Tenant, its officerspartners or their respective agents or employees by reason of any such claim, directorsupon notice from Tenant, agents, servants and employeesLandlord covenants to defend such action or proceeding by counsel reasonably satisfactory to Tenant.

Waiver of Claims and Indemnity. (a) To Tenant agrees that, to the extent not expressly prohibited by law, Landlord and except to the extent caused by or resulting from the negligence or intentional misconduct of Landlord, Sublandlord, its officers, directors, agents, servants and employees, Subtenant releases Sublandlord from, and waives all claims for, damages employees shall not 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 any person or property 4454311.3 sustained by Subtenant or by any of Tenant, its servants, employees, agents, invitees or invitees at guests due to the Premises or the Building, or by any other person (except for Sublandlord, its officers, directors, agents, servants and employees), resulting directly or indirectly from fire or other casualty, or any existing or future condition, defect, matter or thing in the Premises, the Building Property or any part thereofthereof or any appurtenances thereof becoming out of repair, or from any equipment or appurtenance therein, or from due to the happening of any accident in or about the Premises or the Buildingsaid Property, or from due to any act or neglect of Landlord or any tenant or other occupant of the Building said Property or of any other person. 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 (except whose act or neglect was responsible for Sublandlord, its officers, directors, agents, servants the damage and employees). (b) All whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all of Tenant's personal property belonging to Subtenant or any other person that is in the Premises, as well as Sublandlord Property, Premises or the Building or on the Property shall be there at the risk of Subtenant or other person Tenant only and Sublandlord that Landlord shall not be liable for any loss or damage thereto or theft or misappropriation thereof. Tenant shall protect, except to the extent caused by or resulting from the negligence or intentional misconduct of Landlord, Sublandlord, indemnify and save Landlord and its officers, directors, agents, servants and employees. To the extent not expressly prohibited by law, Subtenant agrees to defend, indemnify and hold Sublandlord employees harmless from and against any and all lossobligations, cost, expense, claims, damages and liabilities, including reasonable attorneys’ fees costs, damages, claims and expenses, which may be asserted expenses of whatever nature arising from injury to persons or which Sublandlord may suffer damage to property on the Premises or incur by reason of Subtenant’s occupancy or use of the Premises, or the conduct of its business, or any activity, work, or thing done, permitted or suffered by Subtenant in or about the PremisesBuilding arising out of or in connection with Tenant's use or occupancy of the Premises or Tenant's activities in the Building, or arising from any breach or default on the part of Subtenant in the performance of any covenant or agreement on the part of Subtenant to be performed pursuant to the terms of this Sublease or due to any negligent act or omission negligence of SubtenantTenant, or its agents, servants or contractors, servants, employees, except for such damages and claims by reason of Sublandlord’s acts or omission and except to invitees but excluding the extent caused by or resulting from the gross negligence or intentional misconduct of Landlord, Sublandlord, or its officers, directors, agents, servants and employeescontractors, servants, employees or invitees. Any claim for which indemnity is afforded shall be made to the indemnitor by indemnitee in a reasonably prompt manner, but any delay in notifying the indemnitor shall not affect the protection except for losses from the indemnitee's delay in notifying the indemnitor.

Waiver of Claims and Indemnity. (a) To the extent not expressly prohibited permitted by law, and except to the extent caused by or resulting from Tenant releases the negligence or intentional misconduct of Landlord, Sublandlord, its officers, directors, respective agents, servants and beneficiaries, employees, Subtenant releases Sublandlord mortgagees and partners (all of said parties are, for the purposes of this Section 16 collectively referred to as "Indemnitees") from, and waives all claims for, damages damage to any person or property 4454311.3 sustained by Subtenant the Tenant or by any occupant of its employees, agentsthe Building or Premises resulting from the Building or Premises or any part of either or any equipment or appurtenance becoming out of repair, or invitees at resulting from any accident in or about the Premises Building or the BuildingPremises, or by any other person (except for Sublandlord, its officers, directors, agents, servants and employees), resulting directly or indirectly from fire any act or neglect of any tenant or occupant of the Building or of any other person, including the Indemnitees. This Section 16 shall apply especially, but not exclusively, to the flooding of basements or other casualtysubsurface 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 anything or circumstance above mentioned or referred to, or any existing other thing or future conditioncircumstance whether of a like nature or of a wholly different nature, defectexcept if caused by Landlord's gross negligence or willful misconduct. If any such damage, matter whether to the Premises or thing in the Premises, to the Building or any part thereof, or from any equipment whether to the Landlord or appurtenance therein, or from any accident to other tenants in or about the Premises or the Building, or results from any an 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 94 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 belongings to the Tenant or any tenant or other occupant of the Building or of any other person (except for Sublandlord, its officers, directors, agents, servants and employees). (b) All personal property belonging to Subtenant or any other person Premises that is in the Premises, as well as Sublandlord Property, Building or the Premises shall be there at the risk of Subtenant the Tenant or other person only only, and Sublandlord the Landlord shall not be liable for any damage thereto or theft or misappropriation thereof, except to the extent thereof unless caused by or resulting from the Landlord's gross negligence or intentional misconduct of Landlord, Sublandlord, its officers, directors, agents, servants and employeeswillful misconduct. To the extent not expressly prohibited permitted by law, Subtenant Tenant agrees to defend, indemnify and hold Sublandlord save the Indemnitees harmless from and against any and all loss, cost, expense, claims, damages liabilities, demands, costs and liabilitiesexpenses, including reasonable attorneys’ attorney's fees and expensesfor the defense thereof, which may be asserted or which Sublandlord may suffer or incur by reason of Subtenant’s occupancy or use arising from Tenant's occupation of the Premises, Premises or the conduct of its business, or any activity, work, or thing done, permitted or suffered by Subtenant in or about the Premises, or from any breach or default on the part of Subtenant the Tenant in the performance of any covenant or agreement on the part of Subtenant Tenant to be performed pursuant to the terms of this Sublease Lease, or due to from any negligent act or omission negligence of SubtenantTenant, its agents, servants servants, employees or employeesinvitees, except for such damages and claims in or about the Premises. In case of any action or proceeding brought against any Indemnitee by reason of Sublandlord’s acts or omission and except to the extent caused by or resulting any such claim, upon notice from the negligence or intentional misconduct of Landlord, Sublandlord, its officers, directors, agents, servants Tenant covenants to defend such action or proceeding by counsel reasonably satisfactory to Tenant and employeesLandlord.

Waiver of Claims and Indemnity. (a) To Tenant agrees that, to the extent not expressly prohibited by law, Landlord and except to the extent caused by or resulting from the negligence or intentional misconduct of Landlord, Sublandlord, its officers, directors, agents, servants and employees, Subtenant releases Sublandlord fromservants, and waives all claims for, damages employees shall not be liable for (nor shall rent abate as a result of) any direct ox xxxsequential damage (including damage claimed for actual or constructive eviction) either to any person or property 4454311.3 sustained by Subtenant or by any of Tenant, its servants, employees, agents, or invitees at the Premises or the Buildinginvitees, or by any other person (except for Sublandlord, its officers, directors, agents, servants and employees), resulting directly or indirectly from fire or other casualty, or any existing or future condition, defect, matter or thing in the Premises, guests due to the Building or any part thereofor any appurtenances thereof becoming out of repair, or from any equipment or appurtenance therein, or from due to the happening of any accident in or about the Premises or the said Building, or from due to any act or neglect of Landlord or any tenant or other occupant of the said Building or of any other person. This provision shall apply particularly (but not exclusively) to damage caused by water, snow, frost, steam, sewage, gas, sewer gas or odors or by the bursting, leaking, or dripping of pipes, faucets, and plumbing fixtures, and shall apply without distinction as to the person (except whose act or neglect was responsible for Sublandlordthe damage, its officers, directors, agents, servants and employees). (b) All whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all of Tenant's personal property belonging to Subtenant or any other person that is in the Premises, as well as Sublandlord Property, Premises or the Building shall be there at the risk of Subtenant or other person only Tenant only, and Sublandlord that Landlord shall not be liable for any damage thereto or theft or misappropriation thereof. TENANT AGREES TO PROTECT, except to the extent caused by or resulting from the negligence or intentional misconduct of LandlordINDEMNIFY, SublandlordAND SAVE LANDLORD AND ITS OFFICERS, its officersAGENTS, directorsSERVANTS, agentsAND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, servants and employees. To the extent not expressly prohibited by lawDAMAGES, Subtenant agrees to defendAND EXPENSES ARISING FROM INJURY TO PERSONS OR DAMAGE TO PROPERTY ON THE PREMISES, indemnify and hold Sublandlord harmless from and against any and all loss, cost, expense, claims, damages and liabilities, including reasonable attorneys’ fees and expenses, which may be asserted or which Sublandlord may suffer or incur by reason of Subtenant’s occupancy or use of the Premises, or the conduct of its business, or any activity, work, or thing done, permitted or suffered by Subtenant in or about the Premises, or any breach or default on the part of Subtenant in the performance of any covenant or agreement on the part of Subtenant to be performed pursuant to the terms of this Sublease or due to any negligent act or omission of Subtenant, its agents, servants or employees, except for such damages and claims by reason of Sublandlord’s acts or omission and except to the extent caused by or resulting from the negligence or intentional misconduct of Landlord, Sublandlord, its officers, directors, agents, servants and employeesOR IN OR ABOUT THE BUILDING ARISING OUT OF OR IN CONNECTION WITH TENANT'S USE OR OCCUPANCY OF THE PREMISES OR TENANT'S ACTIVITIES IN THE BUILDING.

Waiver of Claims and Indemnity. (a) To the extent not expressly prohibited permitted by law, and except to the extent caused by or resulting from Tenant ------------------------------ releases the negligence or intentional misconduct of Landlord, Sublandlordits beneficiaries, its officers, directors, agents, and their respective agents and servants and employees, Subtenant releases Sublandlord from, and waives all claims for, damages damage to any person or property 4454311.3 sustained by Subtenant the Tenant or by any occupant of its employees, agents, or invitees at the Premises or the Building, Complex or by any other person (except for Sublandlordpremises resulting from the Building, its officers, directors, agents, servants and employees), resulting directly Complex or indirectly from fire or other casualty, or any existing or future condition, defect, matter or thing in the Premises, the Building premises or any part thereof, of either or from any equipment or appurtenance thereinbecoming out of repair, or resulting from any accident in or about the Premises Building or the Building, Complex or resulting directly or indirectly from any act or neglect of Landlord or any tenant or other occupant of the Building or Complex or of any other person (except for Sublandlordperson, including Landlord's agents and servants. This Section 18 shall apply especially, but not exclusively, to the flooding of basements or other subsurface areas, and to damage caused by refrigerators, sprinkling devises, 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 the Landlord or of other tenants, occupants or servants in the Building or Complex 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. If any such damage, whether to the demised Premises or to the Building or Complex or any part thereof, or whether to the Landlord or to other tenants in the Building or Complex, results from any act or neglect of the Tenant, its officers, directorsemployees, agents, servants invitees and employees). (b) 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 personal property belonging to Subtenant the Tenant or any other person occupant of the premises that is in the PremisesBuilding, as well as Sublandlord Property, the Complex or the premises shall be there at the risk of Subtenant the Tenant or other person only only, and Sublandlord the landlord shall not be liable for any damage thereto or theft or misappropriation thereof, except . Tenant agrees to indemnify and save the extent caused by or resulting from the negligence or intentional misconduct of Landlord, Sublandlordits beneficiaries, its officers, directors, agents, servants and employees. To the extent not expressly prohibited by law, Subtenant agrees to defend, indemnify their agents and hold Sublandlord employees harmless from and against any and all lossclaim, costdemands, expense, claims, damages costs and liabilitiesexpenses, including reasonable attorneys’ attorney's fees and expensesfor the defense thereof, which may be asserted or which Sublandlord may suffer or incur by reason of Subtenant’s arising from Tenant's occupancy or use of the Premises, demised premises or the conduct of its business, or any activity, work, or thing done, permitted or suffered by Subtenant in or about the Premises, or from any breach or default on the part of Subtenant Tenant in the performance of any covenant or agreement on the part of Subtenant to be performed Tenant pursuant to the terms of this Sublease Lease, or due to from any negligent act or omission of Subtenant, negligence its agents, servants servants, employees or employeesinvitees, except for such damages and claims in or about the demised premises. In case of any action or proceeding brought against Landlord, its beneficiaries, or their respective agents or employees by reason of Sublandlord’s acts or omission and except to the extent caused by or resulting any such claim, upon notice from the negligence or intentional misconduct of Landlord, Sublandlord, its officers, directors, agents, servants and employeesTenant covenants to defend such action or proceeding by counsel reasonably satisfactory to Landlord.

Waiver of Claims and Indemnity. (a) To Tenant agrees that, to the extent not expressly prohibited by law, Landlord and except to the extent caused by or resulting from the negligence or intentional misconduct of Landlord, Sublandlord, its officers, directors, agents, servants and employees, Subtenant releases Sublandlord from, and waives all claims for, damages employees shall not be liable for (nor shall rent abate as a result of) xxx xirect or consequential damage (including damage claimed for actual or constructive eviction) either to any person or property 4454311.3 sustained by Subtenant or by any of Tenant, its servants, employees, agents, invitees or invitees at guests due to the Premises or the Building, or by any other person (except for Sublandlord, its officers, directors, agents, servants and employees), resulting directly or indirectly from fire or other casualty, or any existing or future condition, defect, matter or thing in the Premises, the Building Property or any part thereofthereof or any appurtenances thereof becoming out of repair, or from any equipment or appurtenance therein, or from due to the happening of any accident in or about the Premises or the Buildingsaid Property, or from due to any act or neglect of Landlord or any tenant or other occupant of the Building said Property or of any other person. 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 (except whose act or neglect was responsible for Sublandlord, its officers, directors, agents, servants the damage and employees). (b) All whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all of Tenant's personal property belonging to Subtenant or any other person that is in the Premises, as well as Sublandlord Property, Premises or the Building or on the Property shall be there at the risk of Subtenant or other person Tenant only and Sublandlord that Landlord shall not be liable for any loss or damage thereto or theft or misappropriation thereof. Tenant shall protect, except to the extent caused by or resulting from the negligence or intentional misconduct of Landlord, Sublandlord, indemnify and save Landlord and its officers, directors, agents, servants and employees. To the extent not expressly prohibited by law, Subtenant agrees to defend, indemnify and hold Sublandlord employees harmless from and against any and all lossobligations, cost, expense, claims, damages and liabilities, including reasonable attorneys’ fees costs, damages, claims and expenses, which may be asserted expenses of whatever nature arising from injury to persons or which Sublandlord may suffer damage to property on the Premises or incur by reason of Subtenant’s occupancy or use of the Premises, or the conduct of its business, or any activity, work, or thing done, permitted or suffered by Subtenant in or about the PremisesBuilding arising out of or in connection with Tenant's use or occupancy of the Premises or Tenant's activities in the Building, or arising from any breach or default on the part of Subtenant in the performance of any covenant or agreement on the part of Subtenant to be performed pursuant to the terms of this Sublease or due to any negligent act or omission negligence of SubtenantTenant, or its agents, servants or contractors, servants, employees, except for such damages and claims by reason of Sublandlord’s acts or omission and except to invitees but excluding the extent caused by or resulting from the gross negligence or intentional misconduct of Landlord, Sublandlord, or its officers, directors, agents, servants and employeescontractors, servants, employees or invitees. Any claim for which indemnity is afforded shall be made to the indemnitor by indemnitee in a reasonably prompt manner, but any delay in notifying the indemnitor shall not affect the protection except for losses from the indemnitee=s delay in notifying the indemnitor.