Common use of Indemnification Of Sublandlord; Indemnification Of Master Landlord Clause in Contracts

Indemnification Of Sublandlord; Indemnification Of Master Landlord. Subject to the terms of Section 10.5 of the Master Lease, as incorporated herein, Subtenant shall indemnify, defend, protect and hold Sublandlord and its officers, agents, and employees (collectively, “Sublandlord’s Agents”) and Master Landlord and it officers, agents and employees, harmless from and against any and all claims, suits, judgments, losses, costs, obligations, damages, expenses, interest and liabilities, including, without limitation, actual attorneys’ fees and costs, incurred or asserted in connection with (i) injury or damage to any person or property whatsoever arising out of or in connection with this Sublease, the Premises or Subtenant’s activities in or about the Premises to the extent such injury or damage has been caused in whole or in part by the act, negligence, fault or omission of Subtenant, its agents, servants, contractors, employees, representatives, licensees or invitees (provided, however that the indemnification provided in this Section 11.2(i) shall not apply to the extent the injury or damage results from the negligence or willful misconduct of Sublandlord or Sublandlord’s Agents or Master Landlord or Master Landlord’s Agents or Sublandlord’s or Master Landlord’s violation of this Sublease or the Master Lease, of (ii) any breach or default by Subtenant of its obligations under this Sublease. The provisions of this Section 11.2 shall survive the expiration or earlier termination of this Sublease. Subject to the terms of Section 10.5 of the Master Lease, as incorporated herein, Sublandlord shall indemnify Subtenant as provided in the penultimate sentence of Section 10.1 of the Master Lease, as incorporated herein, except such indemnity shall also include any claims, suits, judgments, losses, costs, obligations, damages, expenses, interest and liabilities arising from Sublandlord’s use of the Shared Areas, except to the extent due to the negligence or willful misconduct of Subtenant or Subtenant’s Agents or Subtenant’s violation of this Sublease.

Indemnification Of Sublandlord; Indemnification Of Master Landlord. Subject to the terms of Section 10.5 of the Master Lease, as incorporated herein, Sub-Subtenant shall indemnify, defend, protect and hold Sublandlord Sub-Sublandlord, Sublandlord, Master Landlord’s managing agent, Master Landlord and its their respective members, partners, shareholders, officers, directors, agents, employees and employees contractors (collectively, the “Sublandlord’s AgentsIndemnified Parties”) and Master Landlord and it officers, agents and employees), harmless from and against any and all claims, suits, judgments, losses, costs, obligations, damages, expenses, interest and liabilitiesliability for all Claims, including, without limitation, actual reasonable attorneys’ fees and costs, incurred by Sub-Sublandlord or asserted against Sub-Sublandlord and occurring within the Premises or arising in connection with (i) injury the use of, or damage to any person activities in or property whatsoever arising out of or in connection with this Subleaseabout, the Premises (including, without limitation, the use, occupancy and enjoyment of the Property) by Sub-Subtenant or any invitees, sublessees, licensees, assignees, agents, employees or contractors of Sub-Subtenant or holding under Sub-Subtenant’s activities in or about the Premises to the extent such injury or damage has been caused in whole or in part by , (ii) the act, negligence, fault or omission (with respect to omissions, of any act required under this Sub-Sublease) of Sub-Subtenant, its agents, servants, contractors, employees, representatives, licensees or invitees invitees, or (providediii) Sub-Subtenant’s actions under this Sub-Sublease or material breach of this Sub-Sublease, however that including, without limitation, Claims arising out of (1) Sub-Subtenant’s direct communications with Master Landlord or Sublandlord (provided Sub-Sublandlord has satisfied its obligations under this Sub-Sublease regarding communication with Master Landlord or Sublandlord for the benefit of Sub-Subtenant) or (2) Sub-Subtenant’s breach of Section 5.2. Notwithstanding any provision of this Section 11.3 to the contrary, the indemnification provided contained in this Section 11.2(i) 11.3 shall not apply to Claims to the extent the injury or damage results resulting from the negligence or willful misconduct or negligent omission of the party claiming indemnification or its agents, employees or contractors. Sub-Subtenant will give Sub-Sublandlord prompt notice of any casualty or Sublandlord’s Agents accident in, on or Master Landlord or Master Landlord’s Agents or Sublandlord’s or Master Landlord’s violation of this Sublease or about the Master Lease, of (ii) any breach or default by Subtenant of its obligations under this SubleasePremises. The provisions of this Section 11.2 11.3 shall survive the expiration or earlier termination of this Sublease. Subject to the terms of Section 10.5 of the Master Lease, as incorporated herein, Sublandlord shall indemnify Subtenant as provided in the penultimate sentence of Section 10.1 of the Master Lease, as incorporated herein, except such indemnity shall also include any claims, suits, judgments, losses, costs, obligations, damages, expenses, interest and liabilities arising from Sublandlord’s use of the Shared Areas, except to the extent due to the negligence or willful misconduct of Subtenant or Subtenant’s Agents or Subtenant’s violation of this Sub-Sublease.

Indemnification Of Sublandlord; Indemnification Of Master Landlord. Subject to the terms of Section 10.5 of the Master Lease, as incorporated herein, Subtenant shall indemnify, defend, protect and hold Sublandlord Sublandlord, Master Landlord’s managing agent, Master Landlord and its their respective members, partners, shareholders, officers, directors, agents, employees and employees contractors (collectively, the “Sublandlord’s AgentsIndemnified Parties”) and Master Landlord and it officers, agents and employees), harmless from and against any and all claims, suits, judgments, losses, costs, obligations, damages, expenses, interest and liabilitiesliability for all Claims, including, without limitation, actual reasonable attorneys’ fees and costs, incurred by Sublandlord or asserted against Sublandlord and occurring SMRH: 473310031.19 -28- 300 XXXXXX XXXXX BOULEVARD.SUBLEASE – PROTHENA BIOSCIENCES FINAL EXECUTION VERSION 0SDM-159614 SV\1619361.8 within the Premises or arising in connection with (i) injury the use of, or damage to any person activities in or property whatsoever arising out of or in connection with this Subleaseabout, the Premises (including, without limitation, the use, occupancy and enjoyment of the Property) by Subtenant or any invitees, sublessees, licensees, assignees, agents, employees or contractors of Subtenant or holding under Subtenant’s activities in or about the Premises to the extent such injury or damage has been caused in whole or in part by , (ii) the act, negligence, fault or omission of Subtenant, its agents, servants, contractors, employees, representatives, licensees or invitees invitees, or (providediii) Subtenant’s actions under this Sublease, however that including, without limitation, Claims arising out of Subtenant bringing Food Vendors on the Property or Subtenant’s direct communications with Master Landlord. Notwithstanding any provision of this Section 11.3 to the contrary, the indemnification provided contained in this Section 11.2(i) 11.3 shall not apply to Claims to the extent the injury or damage results resulting from the negligence or willful misconduct or negligent omission of the party claiming indemnification or its agents, employees or contractors. Subtenant will give Sublandlord prompt notice of any casualty or Sublandlord’s Agents accident in, on or Master Landlord or Master Landlord’s Agents or Sublandlord’s or Master Landlord’s violation of this Sublease or about the Master Lease, of (ii) any breach or default by Subtenant of its obligations under this SubleasePremises. The provisions of this Section 11.2 11.3 shall survive the expiration or earlier termination of this Sublease. Subject to the terms of Section 10.5 of the Master Lease, as incorporated herein, Sublandlord shall indemnify Subtenant as provided in the penultimate sentence of Section 10.1 of the Master Lease, as incorporated herein, except such indemnity shall also include any claims, suits, judgments, losses, costs, obligations, damages, expenses, interest and liabilities arising from Sublandlord’s use of the Shared Areas, except to the extent due to the negligence or willful misconduct of Subtenant or Subtenant’s Agents or Subtenant’s violation of this Sublease.

Indemnification Of Sublandlord; Indemnification Of Master Landlord. Subject to the terms of Section 10.5 of the Master Lease, as incorporated herein, Subtenant shall indemnify, defend, protect and hold Sublandlord Sublandlord, Master Landlord’s managing agent, Master Landlord and its their respective members, partners, shareholders, officers, directors, agents, employees and employees contractors (collectively, the “Sublandlord’s AgentsIndemnified Parties”) and Master Landlord and it officers, agents and employees), harmless from and against any and all claims, suits, judgments, losses, costs, obligations, damages, expenses, interest and liabilitiesliability for all Claims, including, without limitation, actual reasonable attorneys’ fees and costs, incurred by Sublandlord or asserted against Sublandlord and occurring SMRH:473310031.19 -28- 000 XXXXXX XXXXX XXXXXXXXX. SUBLEASE - PROTHENA BIOSCIENCES FINAL EXECUTION VERSION 0SDM-159614 SV\1619361.8 within the Premises or arising in connection with (i) injury the use of, or damage to any person activities in or property whatsoever arising out of or in connection with this Subleaseabout, the Premises (including, without limitation, the use, occupancy and enjoyment of the Property) by Subtenant or any invitees, sublessees, licensees, assignees, agents, employees or contractors of Subtenant or holding under Subtenant’s activities in or about the Premises to the extent such injury or damage has been caused in whole or in part by , (ii) the act, negligence, fault or omission of Subtenant, its agents, servants, contractors, employees, representatives, licensees or invitees invitees, or (providediii) Subtenant’s actions under this Sublease, however that including, without limitation, Claims arising out of Subtenant bringing Food Vendors on the Property or Subtenant’s direct communications with Master Landlord. Notwithstanding any provision of this Section 11.3 to the contrary, the indemnification provided contained in this Section 11.2(i) 11.3 shall not apply to Claims to the extent the injury or damage results resulting from the negligence or willful misconduct or negligent omission of the party claiming indemnification or its agents, employees or contractors. Subtenant will give Sublandlord prompt notice of any casualty or Sublandlord’s Agents accident in, on or Master Landlord or Master Landlord’s Agents or Sublandlord’s or Master Landlord’s violation of this Sublease or about the Master Lease, of (ii) any breach or default by Subtenant of its obligations under this SubleasePremises. The provisions of this Section 11.2 11.3 shall survive the expiration or earlier termination of this Sublease. Subject to the terms of Section 10.5 of the Master Lease, as incorporated herein, Sublandlord shall indemnify Subtenant as provided in the penultimate sentence of Section 10.1 of the Master Lease, as incorporated herein, except such indemnity shall also include any claims, suits, judgments, losses, costs, obligations, damages, expenses, interest and liabilities arising from Sublandlord’s use of the Shared Areas, except to the extent due to the negligence or willful misconduct of Subtenant or Subtenant’s Agents or Subtenant’s violation of this Sublease.