DTLK » Topics » INDEMNIFICATION

This excerpt taken from the DTLK 10-K filed Mar 31, 2005.
INDEMNIFICATION.

 

9.1           Sublessee’s Indemnification Obligation. Except to the extent of damage resulting from the negligence, gross negligence or willful misconduct of Sublessor or its authorized representatives, Sublessee agrees to protect, defend (with counsel reasonably acceptable to Sublessor) and hold Sublessor and Sublessor’s lenders, partners, members, property management company (if other than Sublessor), agents, directors, officers, employees, representatives, successors, and assigns (collectively, the “Sublessor’s Indemnitees”) harmless and indemnify  Sublessor and Sublesssor’s Indemnitees from and against all liabilities, damages, claims, losses, judgments, charges and expenses (including reasonable attorneys’ fees, costs of court and expenses necessary in the prosecution or

 

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defense of any litigation including the enforcement of this provision) arising from or in any way related to, directly or indirectly, (i) Sublessee’s or Sublessee’s representatives’ use of the Premises, (ii) the conduct of Sublessee’s business, (iii) from any activity, work or thing done, permitted or suffered by Sublessee in or about the Premises, (iv) any liability for injury to any person or injury or damage to the property of any party resulting from the acts of Sublessee or Sublessee’s representatives, (v) Sublessee’s negligence, gross negligence or willful misconduct, and/or (vi) Sublessee’s failure to perform any covenant or obligation of Sublessee under this Sublease.  Sublessee agrees that the obligations of Sublessee herein shall survive the expiration or earlier termination of this Sublease.

 

9.2           Sublessor’s Indemnification Obligation.  Except to the extent of damage resulting from the negligence, gross negligence or willful misconduct of Sublessee or its authorized representative, Sublessor agrees to protect, defend (with counsel reasonably acceptable to Sublessee) and hold Sublessee and Sublessee’s lenders, partners, members, agents, directors, officers, employees, representatives, shareholders, successors and assigns and each of their respective lenders, partners, members, agents, directors, officers, employees, representatives, shareholders, successors and assigns, (collectively, the “Sublessee’s Indemnitees”) harmless and indemnify the Sublessee’s Indemnitees from and against all liabilities, damages, claims, losses, judgments, charges and expenses (including reasonable attorneys’ fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) arising from (i) Sublessor’s negligence, gross negligence or willful misconduct or (ii) Sublessor’s breach of its obligations pursuant to clause 8 of this Sublease.  Sublessor agrees that the obligations of Sublessor herein shall survive the expiration or earlier termination of this Sublease.

 

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