Under the Churchs Chicken sublease agreement, what parties are included in the Sublessee's indemnification of the Master Landlord and Sublessor?
Churchs_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
Sublessee shall indemnify, defend, and protect Master Landlord and Sublessor, its affiliates, and their respective successors, assigns, past and present stockholders, directors, officers, employees, agents and representatives and hold harmless from any and all loss, cost, damage, expense, liability (including, without limitation, court costs and reasonable attorneys' fees) incurred in connection with or arising from any cause whatsoever in or about the Premises after the Commencement Date or such earlier date as Sublessee may assume occupancy of the Premises, other than damages proximately caused by reason of the gross negligence or willful misconduct of Master Landlord or Sublessor or its affiliates, and their respective successors, assigns, past and present stockholders, directors, officers, employees, agents and representatives, including, without limiting the generality of the foregoing: (i) any default by Sublessee in the observance or performance of any of the terms, covenants, or
Sublessee further agrees to indemnify and hold harmless Master Landlord and Sublessor, its affiliates, and their respective successors, assigns, past and present stockholders, directors, officers, employees, agents and representatives, and the Sublessor or Master Landlord under all ground or underlying leases, from and against any and all loss, cost, liability, damage, and expense (including, without limitation, reasonable attorneys' fees actually incurred on an hourly basis and not as a mere percentage of the amount claimed) actually incurred in connection with or arising from any claims by any persons by reason of injury to persons or damage to property occasioned by any use, occupancy, condition, occurrence, happening, act, omission, or negligence referred to in the preceding sentence.
Source: Item 23 — RECEIPT (FDD pages 68–406)
What This Means (2025 FDD)
According to the 2025 Churchs Chicken Franchise Disclosure Document, the sublease agreement requires the Sublessee to indemnify specific parties. The Sublessee must defend, protect, and hold harmless the Master Landlord and Sublessor, including their affiliates, successors, assigns, past and present stockholders, directors, officers, employees, agents, and representatives. This indemnification covers any loss, cost, damage, expense, or liability incurred in connection with the premises after the commencement date or the date the Sublessee occupies the premises.
This indemnification extends to various potential issues, such as any default by the Sublessee in adhering to the terms of the sublease, the use or occupancy of the premises by the Sublessee or anyone claiming through them, the condition of the premises, and any actions, omissions, or negligence by the Sublessee or their contractors, agents, servants, employees, visitors, or licensees. This broad coverage means the Sublessee assumes significant responsibility for incidents occurring on the property.
Furthermore, the Sublessee agrees to indemnify and hold harmless the Master Landlord and Sublessor from any loss, cost, liability, damage, and expense (including reasonable attorneys' fees) resulting from claims related to injury to persons or damage to property caused by any use, occupancy, condition, occurrence, happening, act, omission, or negligence. This obligation survives the termination of the sublease for claims arising before the termination date and is not limited by any insurance carried by the Sublessor or Sublessee.
However, the Sublessee is not responsible for damages proximately caused by the gross negligence or willful misconduct of the Master Landlord or Sublessor, or their respective affiliates, successors, assigns, past and present stockholders, directors, officers, employees, agents and representatives. This exception provides some protection to the Sublessee, ensuring they are not liable for issues directly resulting from the actions of the Master Landlord or Sublessor.