Indemnification Clause Example with 7 Variations from Business Contracts
This page contains Indemnification clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Indemnification. Except to the extent caused by the negligence, willful misconduct, or violation of any law (through no fault of Subtenant or any of Subtenant's agents, invitees, employees or contractors) by Sublandlord or any of Sublandlord's agents, employees, contractors or invitees, Subtenant shall indemnify, defend and hold Sublandlord harmless from all Claims, including, without limitation, any sums for which Sublandlord may be liable to Master Landlord under any indemnity or hold harmless in the Master Le...ase ("Master Lease Indemnity") and reasonable attorneys' fees and costs to the extent arising from: (a) Subtenant's use of the Sublease Premises or the conduct of its business or any activity, work, or thing done, permitted or suffered by Subtenant in or about the Sublease Premises, (b) any breach or default in the performance of any obligation to be performed by Subtenant under the terms of this Sublease (or any consents thereto) and (c) the negligence or willful misconduct of Subtenant or of its directors, officers, agents, employees, licensees or invitees, provided that, except for a Master Lease Indemnity, in no event shall Subtenant be liable for consequential or punitive damages. In case any action or proceeding shall be brought against Sublandlord by reason of any such claim, Subtenant upon notice from Sublandlord shall defend the same at Subtenant's expense by counsel approved in writing by Sublandlord and Subtenant's insurance carrier. To the fullest extent permitted by law, Subtenant, as a material part of the consideration to Sublandlord, hereby assumes all risk of and waives all Claims against Sublandlord with respect to damage to property or injury to persons in, upon or about the Sublease Premises from any cause whatsoever except that which is caused by the failure of Sublandlord to observe any of the terms and conditions of this Sublease, provided that in no event shall Sublandlord be liable for any special, consequential or punitive damages. The provisions of this Section 15 shall survive the Expiration Date or earlier termination of this Sublease.View More
Variations of a "Indemnification" Clause from Business Contracts
Indemnification. Except to the extent caused by the negligence, willful misconduct, or violation of any law (through no fault of Subtenant or any of Subtenant's agents, invitees, employees or contractors) by Sublandlord or any of Sublandlord's agents, employees, contractors or invitees, Subtenant shall indemnify, defend indemnify Sublandlord and hold Sublandlord harmless from and against any and all Claims, including, without limitation, any sums for which Sublandlord may be liable to Master Landlord under any i...ndemnity or hold harmless in the Master Lease ("Master Lease Indemnity") claims, demands suits, judgments, liabilities, costs and expenses, including reasonable attorneys' fees and costs to the extent fees, arising from: (a) out of or in connection with Subtenant's use and possession of the Subleased Premises, or arising out of the failure of Subtenant, its agents, contractors or employees to perform any covenant, term or condition of this Sublease Premises or of the conduct Prime Lease or of its business or any activity, work, or thing done, permitted or suffered by Subtenant in or about the Sublease Premises, (b) any breach or default in the performance of any obligation Consent to be performed by Subtenant under the terms Subtenant, including without limitation all requirements of this Sublease (or any consents thereto) Prime Landlord relating to installation and (c) the negligence or willful misconduct of Subtenant or of its directors, officers, agents, employees, licensees or invitees, provided that, except for a Master Lease Indemnity, in no event shall Subtenant be liable for consequential or punitive damages. In case any action or proceeding shall be brought against Sublandlord by reason use of any such claim, Subtenant upon notice from condenser unit on the Building roof, access thereto and removal thereof. Sublandlord shall defend the same at Subtenant's expense by counsel approved in writing by Sublandlord indemnify Subtenant and Subtenant's insurance carrier. To the fullest extent permitted by law, Subtenant, as a material part hold Subtenant harmless from and against any and all claims, demands, suits, judgments, liabilities, costs and expenses, including reasonable attorneys' fees, arising out of the consideration to Sublandlord, hereby assumes all risk of and waives all Claims against Sublandlord with respect to damage to property or injury to persons in, upon or about the Sublease Premises from any cause whatsoever except that which is caused by the failure of Sublandlord to observe perform any covenant, term or condition of this Sublease or of the Prime Lease to be performed by Sublandlord hereunder. 7 12. Assignment and Subletting. Subtenant shall be entitled to assign or sub-sublease this Sublease in accordance with the terms of Section 5.1.11 of the Prime Lease. Notwithstanding the foregoing, Sublandlord shall not be entitled to exercise any recapture or termination rights as set forth in Section 5.1.11 of the Prime Lease. No such sublease or assignment shall be effective without the consent of Prime Landlord under the Prime Lease. If Sublandlord and conditions of this Sublease, provided that Prime Landlord consent to any such assignment or sub-subletting, Subtenant shall remain fully and primarily liable to Sublandlord, in no event shall Sublandlord be liable for any special, consequential or punitive damages. The provisions of this Section 15 shall survive the Expiration Date or earlier termination of all respects, under this Sublease. View More
Indemnification. Except A. Subject to the terms and provisions of Section 15(B) hereof, Sublandlord, Prime Landlord and the employees, agents, contractors, licensees and invitees of each (collectively, "Indemnified Parties"), shall not be liable to Subtenant, and Subtenant shall indemnify and hold harmless the Indemnified Parties from and against any and all suits, claims, demands, liabilities, damages, costs and expenses of every kind and nature (including, without limiting the generality of the foregoing, reas...onable attorneys' fees, disbursements and court costs, penalties and fines suffered or paid by Prime Landlord and/or Sublandlord in any action or proceeding between or among Subtenant and Prime Landlord and/or Sublandlord, any third party and/ Prime Landlord and/or Sublandlord, or otherwise) arising out of the following: 1. any injury or damage to any person happening in the Sublease Premises, or for any injury or damage to the Sublease Premises, Building or the Furniture (as hereinafter defined), or to any property of Subtenant or of any other natural person or persons, partnership, corporation, limited liability company, firm, association or other form of business or legal association or entity (each, a "Person") on or about the Sublease Premises, but in all of the aforementioned cases, only to the extent caused any such damage or injury is not cause by the negligence, willful misconduct, negligent acts or violation omissions of Sublandlord or Prime Landlord, or by Sublandlord or Prime Landlord's failure to abide by the terms and conditions of the Sublease or the Prime Lease, as applicable; 2. default by Subtenant in the payment of the Rent or any other default by Subtenant in the observance or performance of, or compliance with any of the terms, provisions or conditions of this Sublease or the Prime Lease, including, without limitation, such matters relating to obtaining the possession of the Sublease Premises following any such default; 3. the exercise by Subtenant or any Person claiming through or under Subtenant of any law (through no fault claims against Prime Landlord not permitted by this Sublease; 4. any holdover beyond the expiration or sooner termination of the Term of this Sublease; or 5. any negligent or willful acts or omissions of Subtenant or of any employees, agents, contractors, licensees or invitees of Subtenant or any of Subtenant's agents, invitees, employees such Person, in or contractors) by Sublandlord or any of Sublandlord's agents, employees, contractors or invitees, Subtenant shall indemnify, defend and hold Sublandlord harmless from all Claims, including, without limitation, any sums for which Sublandlord may be liable to Master Landlord under any indemnity or hold harmless in the Master Lease ("Master Lease Indemnity") and reasonable attorneys' fees and costs to the extent arising from: (a) Subtenant's use of about the Sublease Premises or the conduct of its business or any activity, work, or thing done, permitted or suffered by Subtenant Building. B. Subtenant's obligations in or about the Sublease Premises, (b) any breach or default in the performance of any obligation to be performed by Subtenant under the terms of this Sublease (or any consents thereto) and (c) the negligence or willful misconduct of Subtenant or of its directors, officers, agents, employees, licensees or invitees, provided that, except for a Master Lease Indemnity, in no event shall Subtenant be liable for consequential or punitive damages. In case any action or proceeding shall be brought against Sublandlord by reason of any such claim, Subtenant upon notice from Sublandlord shall defend the same at Subtenant's expense by counsel approved in writing by Sublandlord and Subtenant's insurance carrier. To the fullest extent permitted by law, Subtenant, as a material part of the consideration to Sublandlord, hereby assumes all risk of and waives all Claims against Sublandlord with respect to damage to property or injury to persons in, upon or about the Sublease Premises from any cause whatsoever except that which is caused by the failure of Sublandlord to observe any of the terms and conditions of this Sublease, provided that in no event shall Sublandlord be liable for any special, consequential or punitive damages. The provisions of this Section 15 are in addition to, not in lieu of, the indemnity obligations in the Prime Lease and all of the foregoing obligations shall survive the Expiration Date expiration or earlier termination of this Sublease. View More
Indemnification. Except to the extent caused by the negligence, willful misconduct, or violation (a) Subtenant shall and hereby does indemnify, defend, protect and hold Sublandlord, its management company, if any, and their respective officers, directors, shareholders and employees ("Indemnified Parties") harmless from and against any and all losses, liabilities, damages, claims, judgments, fines, suits, costs, interest, actions, demands, and expenses of any law (through no fault of Subtenant kind or any of Subt...enant's agents, invitees, employees or contractors) by Sublandlord or any of Sublandlord's agents, employees, contractors or invitees, Subtenant shall indemnify, defend and hold Sublandlord harmless from all Claims, including, nature (including, without limitation, any sums for which Sublandlord may be liable to Master Landlord under any indemnity or hold harmless in the Master Lease ("Master Lease Indemnity") and reasonable attorneys' fees and costs to the extent arising from: (a) Subtenant's use of the Sublease Premises fees) (collectively, "Claims") asserted against, imposed upon or the conduct of its business or any activity, work, or thing done, permitted or suffered incurred by Subtenant in or about the Sublease Premises, (b) any breach or default in the performance of any obligation to be performed by Subtenant under the terms of this Sublease (or any consents thereto) and (c) the negligence or willful misconduct of Subtenant or of its directors, officers, agents, employees, licensees or invitees, provided that, except for a Master Lease Indemnity, in no event shall Subtenant be liable for consequential or punitive damages. In case any action or proceeding shall be brought against Sublandlord such Indemnified Parties by reason of (i) any such claim, Subtenant upon notice from Sublandlord shall defend the same at Subtenant's expense by counsel approved in writing by Sublandlord and Subtenant's insurance carrier. To the fullest extent violation caused, suffered or permitted by law, Subtenant, as a material part of any of the consideration to Sublandlord, hereby assumes all risk terms, covenants, agreements, or conditions of and waives all Claims against Sublandlord with respect to the Prime Lease or this Sublease, (ii) any act, omission or negligence of Subtenant, in the Premises or Building, including the introduction, use or release of any Hazardous Materials, or (iii) any accident, damage to property or injury to persons in, or property occurring upon or about the Sublease Premises from any cause whatsoever except or in connection with the use or occupancy of the Premises by Subtenant. In the event that the Prime Lease has indemnification provisions which require the Sublandlord to indemnify the Prime Landlord and said indemnification provision is caused invoked by the failure of Prime Landlord, then Subtenant shall indemnify Sublandlord pursuant to observe any the provisions of the terms and conditions Prime Lease if the claim for indemnification relates to the acts or omissions of Subtenant, the -12- condition of the Premises (if such condition is attributable to the acts or omissions of Subtenant) or any use of the Premises, common areas or other areas by Subtenant. For purposes of this Sublease, Section 15, the term "Subtenant" shall include any parent, affiliates and subsidiaries or Subtenant and its or their agents, contractors, subcontractors, servants, employees, sub-subtenants or licensees. The obligations of Subtenant as provided that in no event shall Sublandlord be liable for any special, consequential or punitive damages. The provisions of this Section 15 shall survive the Expiration Date expiration or earlier termination of this Sublease. (b) Sublandlord will indemnify, defend, protect and hold Subtenant harmless for and against any and all Claims arising out of (i) Sublandlord's breach of the Prime Lease (unless attributable to Subtenant's breach hereunder), (ii) any termination of the Prime Lease attributable to the acts or omissions of Sublandlord unless Subtenant has expressly consented to such termination or unless attributable to Subtenant's breach hereunder, (iii) any acts or omissions in or about the Premises of, or work performed in or about the Premises by or on behalf of, Sublandlord or Sublandlord's employees, agents, contractors or representatives, or (iv) Sublandlord's breach of this Sublease. View More
Indemnification. (a) Indemnification by Subtenant. Except to the extent caused by the negligence, negligence or willful misconduct, or violation misconduct of any law (through no fault of Subtenant or any of Subtenant's agents, invitees, employees or contractors) by Sublandlord or any of Sublandlord's agents, employees, contractors or invitees, Sublandlord, Subtenant shall indemnify, defend defend, and hold Sublandlord Sublandlord, and its employees and agents harmless from all Claims, including, without limitat...ion, and against, any sums for which Sublandlord may be liable to Master Landlord under liability, damage, cost, or expense of any indemnity kind or hold harmless in the Master Lease ("Master Lease Indemnity") nature, including court costs and reasonable attorneys' fees and costs to the extent arising from: (a) Subtenant's use of the Sublease Premises or the conduct of its business or fees, resulting from any activity, work, or thing done, permitted or suffered failure by Subtenant in to perform, keep, or about the Sublease Premises, (b) any breach or default in the performance of any obligation to be performed by Subtenant under obey the terms of this Sublease (or and the requirements of the Prime Lease with respect to the Sublease Premises. The obligation to indemnify hereunder shall operate whether or not Subtenant has placed and maintained the insurance specified by this Sublease and whether or not proceeds from such insurance are actually collectible; provided, however, the indemnifying party shall be relieved of its obligations of indemnity hereunder pro tanto of the amount of proceeds actually recovered by the 6 DocuSign Envelope ID: 138C82D8-9782-4158-B5FF-0721E62274BF indemnified party under such insurance. Subtenant shall additionally indemnify and hold Sublandlord harmless, with respect to the Sublease Premises, to the same extent Sublandlord is required to indemnify and hold Prime Landlord harmless under the Prime Lease. (b) Indemnification by Sublandlord. Except to the extent any consents thereto) and (c) liability, damage, cost, or expense results directly from the negligence or willful misconduct of Subtenant or its employees, agents or contractors, Sublandlord shall indemnify, defend, and hold Subtenant, and its employees and agents, harmless from and against any liability, damage, cost, or expense of its directors, officers, agents, employees, licensees any kind or invitees, provided that, except for a Master Lease Indemnity, in no event shall nature, including court costs and reasonable attorneys' fees, which Subtenant be liable for consequential or punitive damages. In case any action or proceeding shall be brought against Sublandlord may incur by reason of any such claim, Subtenant upon notice from the negligence or willful misconduct on the part of Sublandlord, its employees, and agents, or by reason of the failure by Sublandlord to perform or obey the terms of this Sublease. Notwithstanding the foregoing, except for the negligence or willful misconduct of Sublandlord, its employees and agents as provided above, Sublandlord shall defend not be liable to Subtenant for any loss suffered by Subtenant under any circumstance, including, but not limited to circumstances arising in connection with (i) the same at Subtenant's expense by counsel approved negligence of Prime Landlord, its agents, servants, invitees, contractors, or subcontractors; (ii) defects, errors, or omissions in writing by Sublandlord and Subtenant's insurance carrier. To the fullest extent permitted by law, Subtenant, as a material part construction or design of the consideration to Sublandlord, hereby assumes all risk Sublease Premises or the Premises, including the structural and nonstructural portions thereof; (iii) the loss of and waives all Claims against Sublandlord with respect to damage to property or injury to persons in, upon Subtenant, Subtenant's property, or about the Sublease Premises any item or action for which Subtenant is legally liable, from any cause whatsoever except that which is caused by whatsoever, including, but not limited to, theft or burglary; or (iv) any inspection, repair, alteration, addition, or the failure of Sublandlord thereof undertaken or failed to observe any of the terms and conditions of this Sublease, provided that in no event shall Sublandlord be liable for any special, consequential or punitive damages. The provisions of this Section 15 shall survive the Expiration Date or earlier termination of this Sublease. undertaken by Prime Landlord. View More
Indemnification. Except (a) Notwithstanding anything to the extent caused contrary contained in this Sublease or the Overlease, Sublandlord shall not be required to provide any of the indemnifications that Overlandlord has agreed to provide in the Overlease, whether or not specified in the Overlease or required by law, and "Sublandlord and Overlandlord" shall be substituted for "Landlord" in the negligence, willful misconduct, Overlease in the case of all of Subtenant's indemnification obligations incorporated b...y reference. 14 (b) Subtenant shall not do or permit any act or thing to be done upon the Sublease Premises that may subject Sublandlord to any liability or responsibility for injury, damages to persons or property or to any liability by reason of any violation of any law (through no fault requirement of law, and shall exercise such control over the Sublease Premises as to fully protect Sublandlord from and against any such liability. Subtenant shall defend, indemnify and save harmless Sublandlord, any partner, member, officer, trustee, director, shareholder, employee, representative, contractor or agent of Sublandlord, Overlandlord, any mortgagee or superior lessor, and any other party that Sublandlord indemnifies under the Overlease, and their respective direct and indirect partners, members, shareholders, officers, employees, agents and contractors (collectively, the "Indemnitees") from and against all claims, actions, or proceedings (the "Claims") of whatever nature, including without limitation (i) any accident, injury or damages whatsoever to any person or to the property of any person and occurring during the term of this Sublease in or about the Sublease Premises, including as a result of any Subtenant Changes, alterations, repairs or maintenance made by or on behalf of Sublandlord, (ii) any accident, injury or damage occurring outside of the Sublease Premises, but anywhere within or about the Building, where such accident, injury or damage results or is claimed to have resulted from an act, omission or negligence of Subtenant or any of Subtenant's agents, invitees, employees (iii) any breach, violation or contractors) by Sublandlord nonperformance of any covenant, condition or agreement in this Sublease or the Overlease set forth and contained on the part of Subtenant to be fulfilled, kept, observed and performed pursuant to this Sublease, (iv) any of Sublandlord's agents, employees, contractors environmental claim relating in any way to Subtenant's operation or invitees, Subtenant shall indemnify, defend and hold Sublandlord harmless from all Claims, including, without limitation, any sums for which Sublandlord may be liable to Master Landlord under any indemnity or hold harmless in the Master Lease ("Master Lease Indemnity") and reasonable attorneys' fees and costs to the extent arising from: (a) Subtenant's use of the Sublease Premises or the conduct of its business Building, (v) any mechanic's or any activity, work, other lien or thing done, permitted encumbrance or suffered by Subtenant in or about the Sublease Premises, (b) any breach or default in the performance of any obligation to be performed by Subtenant under the terms of this Sublease (or any consents thereto) and (c) the negligence or willful misconduct of Subtenant or of its directors, officers, agents, employees, licensees or invitees, provided that, except for a Master Lease Indemnity, in no event shall Subtenant be liable for consequential or punitive damages. In case any action or proceeding shall brought thereon based upon an alteration or other repair, Subtenant Changes or services performed by or for Subtenant, (vi) any holding over by Subtenant beyond the Expiration Date, (vii) the exercise by Subtenant or any party claiming by or through Subtenant of any rights against Overlandlord granted to Subtenant hereunder and (viii) Sublandlord's failure or refusal to give its approval to any proposed (x) Subtenant Changes or (y) assignment or sublease, including claims that may be brought made against Sublandlord by reason the proposed sub-subtenant or assignee or by any broker or other persons claiming a commission or similar compensation in connection with the proposed assignment or subletting. This indemnity and hold harmless agreement shall indemnify the Indemnitees from and against any and all obligations (including without limitation studies, assessments, removal, mitigating and remedial actions), losses, claims, suits, judgments, liabilities, fines, penalties, damages, actual out-of-pocket costs and expenses (including without limitation actual out-of-pocket reasonable attorneys' and consultants' fees and expenses) of any kind or nature incurred in or in connection with any such claim, Subtenant upon notice from Sublandlord shall defend Claim brought thereon and the same at Subtenant's expense by counsel approved in writing by Sublandlord and Subtenant's insurance carrier. To defense thereof, except to the fullest extent permitted by law, Subtenant, as such Claim is a material part result of the consideration Indemnitees' own gross negligence or willful misconduct. If any Claim is made or brought against any Indemnitee, which Claim Subtenant shall be obligated to Sublandlord, hereby assumes all risk of and waives all Claims against Sublandlord with respect to damage to property indemnify such Indemnitee against, then, upon demand by such Indemnitee, Subtenant, at its sole expense, shall resist or injury to persons in, upon or about defend such Claim in the Sublease Premises from any cause whatsoever except that which is caused Indemnitee's name, if necessary, by the failure of Sublandlord to observe any of the terms and conditions of this Sublease, provided that in no event such attorneys as such Indemnitee shall Sublandlord be liable for any special, consequential or punitive damages. reasonably approve. The provisions of this Section 15 27 shall survive the Expiration Date or earlier sooner termination of this Sublease. View More
Indemnification. Except (a) Indemnification of Sublandlord. Subtenant agrees to the extent caused by the negligence, willful misconduct, or violation of any law (through no fault of Subtenant or any of Subtenant's agents, invitees, employees or contractors) by Sublandlord or any of Sublandlord's agents, employees, contractors or invitees, Subtenant shall indemnify, defend and hold Sublandlord harmless from and against, any and all Claims, including, liabilities, losses, obligations, damages, penalties, claims, c...osts and expenses (including, without limitation, any sums for which Sublandlord may be liable to Master Landlord under any indemnity or hold harmless in the Master Lease ("Master Lease Indemnity") and reasonable attorneys' fees and costs other charges) which are actually paid, suffered or incurred by Sublandlord as a result of (a) any personal injuries or property damage occurring in, on or about the Subleased Premises during the Term, (b) any work or thing done, or any condition created, by Subtenant in, on or about the Subleased Premises or the Building during the Term, (c) any act or omission of Subtenant or Subtenant's agents, contractors, servants, employees, invitees or licensees during the Term of this Sublease, or (d) the nonperformance or nonobservance of any such terms, provisions, covenants, stipulations, conditions, obligations or agreements to be observed by Subtenant. Notwithstanding anything to the contrary in this Section 13(a), Sublandlord and its directors, officers, agents, employees and representatives shall not be indemnified or held harmless against claims to the extent arising from: (a) Subtenant's use such claims are the result of (x) the Sublease Premises negligence or the conduct willful misconduct of Sublandlord or its business their respective agents, contractors, employees or any activity, work, subtenants or thing done, permitted licensees, or suffered by Subtenant in or about the Sublease Premises, (b) any (y) from a breach or default in the performance of any obligation to be performed by Subtenant under the terms of this Sublease (or by Sublandlord which is not caused by a breach of this Sublease by Subtenant. The indemnification contained in this paragraph shall survive the expiration or earlier termination of this Sublease. (b) Indemnification of Subtenant. Sublandlord agrees to indemnify, defend and hold Subtenant harmless from and against, any consents thereto) and (c) all liabilities, losses, obligations, damages, penalties, claims, costs and expenses (including, without limitation, reasonable attorneys' fees and other charges) which are paid, suffered or incurred by Subtenant to the extent resulting from any breach by Sublandlord of any of the terms, covenants and conditions of the Lease or this Sublease, except to the extent such breach or violation is caused by any act or omission of Subtenant. Notwithstanding anything to the contrary in this Section 13(b), Subtenant and its directors, officers, agents, employees and representatives shall not be indemnified or held harmless against claims to the extent such claims are the result of the negligence or willful misconduct of Subtenant or of its directors, officers, their respective agents, employees, licensees contractors, employees or invitees, provided that, except for subtenants or a Master Lease Indemnity, breach by Subtenant hereunder. The indemnification contained in no event shall Subtenant be liable for consequential or punitive damages. In case any action or proceeding shall be brought against Sublandlord by reason of any such claim, Subtenant upon notice from Sublandlord shall defend the same at Subtenant's expense by counsel approved in writing by Sublandlord and Subtenant's insurance carrier. To the fullest extent permitted by law, Subtenant, as a material part of the consideration to Sublandlord, hereby assumes all risk of and waives all Claims against Sublandlord with respect to damage to property or injury to persons in, upon or about the Sublease Premises from any cause whatsoever except that which is caused by the failure of Sublandlord to observe any of the terms and conditions of this Sublease, provided that in no event shall Sublandlord be liable for any special, consequential or punitive damages. The provisions of this Section 15 paragraph shall survive the Expiration Date expiration or earlier termination of this Sublease. View More
Indemnification. Except to the extent caused by the negligence, willful misconduct, or violation of Subtenant hereby indemnifies and holds harmless Sublandlord and Landlord, against and from any law (through no fault of Subtenant or any of Subtenant's agents, invitees, employees or contractors) by Sublandlord or any of Sublandlord's agents, employees, contractors or invitees, Subtenant shall indemnify, defend and hold Sublandlord harmless from all Claims, liabilities, obligations, damages, penalties, claims, cos...ts and expenses, including, without limitation, any sums for reasonable attorneys' fees, disbursements and court costs, which Sublandlord or Landlord may be liable to Master Landlord under any indemnity incur or hold harmless in the Master Lease ("Master Lease Indemnity") and reasonable attorneys' fees and costs to the extent arising from: (a) Subtenant's use of the Sublease Premises or the conduct of its business or any activity, work, or thing done, permitted or suffered pay out (other than those caused by Subtenant in or about the Sublease Premises, (b) any breach or default in the performance of any obligation to be performed by Subtenant under the terms of this Sublease (or any consents thereto) and (c) the negligence or willful misconduct of Sublandlord or Landlord) by reason of (i) any injuries to persons or damage to property occurring in the Subleased Premises and relating to Subtenant's operations; (ii) any breach or default by Subtenant, its partners, agents, contractors, employees, invitees or licensees of any covenant, agreement, term, provision or condition of this Sublease or the Lease; (iii) any work done in or to the Subleased Premises by Subtenant or its employees, agents or contractors ; (iv) any act of negligence of Subtenant, its directors, officers, partners, agents, contractors, employees, invitees or licensees or invitees, provided that, except for a Master Lease Indemnity, in no event shall Subtenant be liable for consequential (v) the conduct of Subtenant's business in, or punitive damages. use and occupancy of, the Subleased Premises. In case any action or proceeding shall be is brought against Sublandlord or Landlord by reason of any such claim, Subtenant Subtenant, upon written notice from Sublandlord shall defend the same or Landlord, will, at Subtenant's expense expense, resist or defend such action or proceeding by counsel approved in writing by Sublandlord, which approval shall not be unreasonably withheld, conditioned or delayed. Sublandlord hereby indemnifies and Subtenant's insurance carrier. To the fullest extent permitted by law, Subtenant, as a material part of the consideration to Sublandlord, hereby assumes all risk of holds harmless Subtenant against and waives all Claims against Sublandlord with respect to damage to property or injury to persons in, upon or about the Sublease Premises from any cause whatsoever except that and all liabilities, obligations, damages, penalties, claims, costs and expenses, including, without limitation, reasonable attorneys' fees, disbursements and court costs, which is Subtenant may incur or pay out (other than those caused by the failure 8 negligence or willful misconduct of Subtenant) by reason of (i) the negligence or willful misconduct of Sublandlord to observe or (ii) any breach or default by Subtenant, its partners, agents, contractors, employees, invitees or licensees of the terms and conditions any covenant, agreement, term, provision or condition of this Sublease, provided that in no event Sublease or the Lease. In case any action or proceeding is brought against Subtenant by reason of any such claim, Sublandlord, upon written notice from Subtenant, will, at Sublandlord's expense, resist or defend such action or proceeding by counsel approved by Subtenant, which approval shall Sublandlord not be liable for any special, consequential unreasonably withheld, conditioned or punitive damages. delayed. The provisions of this Section 15 paragraph shall survive the Expiration Date expiration or earlier termination of the term of this Sublease. View More