Lease Agreement On the terms stated in this Lease, Landlord leases the Premises to Tenant, and Tenant leases the Premises from Landlord, for the Term beginning on the Commencement Date and ending on the Termination Date unless extended or sooner terminated pursuant to this Lease.
Holdover Tenancy Unless this Sublease has been extended by mutual written agreement of the parties, there will be no holding over past the Term under the terms of this Sublease under any circumstances. If it becomes necessary to commence legal action to remove Subtenant from the Premises, the prevailing Party will be entitled to attorney’s fees and costs in addition to damages.
Agreement to Lease Landlord agrees to lease to Tenant and Tenant agrees to lease from Landlord, according to the terms and conditions set forth herein, the Premises.
Sublease Term The term of the Sublease (“Sublease Term”) commences on the later to occur of (1) Sublandlord’s receipt of Prime Landlord’s written consent to this Sublease, and (2) October 1, 2009 (“Sublease Commencement Date”); and expires on January 28, 2018 (“Sublease Expiration Date”; i.e., the day prior to the Termination Date pursuant to the Prime Lease). Sublandlord shall deliver the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that Subtenant shall not be responsible for, or required to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime Lease, then in the case of (i), then Sublandlord and Subtenant each may elect at any time thereafter to terminate this Sublease by written notice to the other, whereupon the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 of the Prime Lease.
TENANCIES AND RESTRICTIVE COVENANTS The Property is believed to be and shall be taken to be correctly described and is sold subject to all express conditions, restrictions-in-interest, caveats, leases, tenancies, easements, liabilities, encumbrances and rights, if any, subsisting thereon or thereover without the obligation to define the same respectively and the Purchaser is deemed to have full knowledge thereof.
Prime Lease (a) Sublessor represents that it is not in default under the Prime Lease and that, to the best of its knowledge, the Prime Landlord is not in default thereunder. Sublessor further represents that the attached redacted copy of the Prime Lease is a true and correct copy thereof. This Sublease is subject and subordinate to the Prime Lease, however, Sublessee has no liability for non-compliance with the redacted portions of the Prime Lease. The Prime Lease shall control any conflict or inconsistency between the terms, covenants and conditions of this Sublease and the terms, covenants and conditions of the Prime Lease. All the terms, covenants and conditions contained in the Prime Lease shall be applicable to this Sublease with the same force and effect as if Sublessor were the Landlord under the Prime Lease and Sublessee were the Tenant under the Prime Lease.
(b) In case of any breach of this Sublease by Sublessee, Sublessor shall have all the rights against Sublessee as would be available to the Prime Landlord against the Tenant for Tenant's breach of the Prime Lease. Any breach of this Sublease by Sublessee which would constitute a breach of the Prime Lease if Sublessee were the Tenant under the Prime Lease shall constitute a breach of the Prime Lease and Prime Landlord may exercise all rights and remedies available under the Prime Lease against Sublessor and Sublessee, and may enforce all provisions of this Sublease, including those pertaining to the collection of Rent.
(c) This Sublease may not be modified without Prune Landlord's prior written consent. Any modification without Prime Landlord's written consent shall be null and void.
(d) If the Prime Lease is terminated or Prime Landlord re-enters or repossesses the Sublet Premises, then Prime Landlord may, at its option, assume Sublessor's right, title and interest as the Sublessor under this Sublease and, at Prime Landlord's option, Sublessee will attorn to Prime Landlord. Notwithstanding any such assumption, Prime Landlord shall: (i) have no liabilities for any previous acts or omissions of Sublessor under this Sublease; (ii) not be subject to any existing defense or offset against Sublessor, (iii) not be bound by any previous modification of this Sublease made without Prime Landlord's prior written consent, or (iv) have no liabilities for any prepayment of more than one-month's rent under this Sublease.
Tenant’s Lease Default Notwithstanding any provision to the contrary contained in the Lease, if an event of default by Tenant as described in Section 12.01 of the Lease or any default by Tenant under this Work Letter (which, for purposes hereof, shall include, without limitation, the delivery by Tenant to Landlord of any oral or written, including electronic, notice instructing Landlord to cease the design and/or construction of the Tenant Improvements and/or that Tenant does not intend to occupy the Premises, and/or any other anticipatory breach of the Lease) has occurred at any time on or before the Substantial Completion of the Premises, then (i) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, at law and/or in equity, Landlord shall have the right to withhold payment of all or any portion of the Tenant Improvement Allowance and/or Landlord may cause Contractor to cease the construction of the Premises (in which case, Tenant shall be responsible for any delay in the Substantial Completion of the Premises caused by such work stoppage as a Tenant Delay as set forth in Section 5.01 above), and (ii) all other obligations of Landlord under the terms of this Work Letter shall be forgiven until such time as such default is cured pursuant to the terms of the Lease (in which case, Tenant shall be responsible for any delay in the Substantial Completion of the Premises caused by such inaction by Landlord as a Tenant Delay). In addition, if the Lease is terminated prior to the Lease Commencement Date, for any reason due to an event of default by Tenant as described in Section 12.01 of the Lease or under this Work Letter (including, without limitation, any anticipatory breach described above in this Section 6.05), then (A) Tenant shall be liable to Landlord for all damages available to Landlord pursuant to the Lease and otherwise available to Landlord at law and/or in equity by reason of a default by Tenant under the Lease or this Work Letter, and (B) Tenant shall pay to Landlord, as Additional Rent under the Lease, within five (5) Business Days after Tenant’s receipt of a statement therefor, any and all costs incurred by Landlord (including any portion of the Tenant Improvement Allowance disbursed by Landlord) and not reimbursed or otherwise paid by Tenant through the date of such termination in connection with the Tenant Improvements to the extent planned, installed and/or constructed as of such date of termination, including, but not limited to, any costs related to the removal of all or any portion of the Tenant Improvements and restoration costs related thereto.
Net Lease; Non-Terminability (a) This is a net lease and Basic Rent and Additional Rent shall be paid, except as otherwise expressly set forth in this Lease, without notice, demand, setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense.
(b) Except as otherwise expressly provided in this Lease, this Lease shall not terminate and Tenant shall not have any right to terminate this Lease, during the Term. Except as otherwise expressly provided in this Lease, Tenant shall not be entitled to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or Additional Rent; and subject to the terms of this Lease and except as otherwise expressly provided in this Lease (including Paragraphs 13 and 14), the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s use of any Leased Property for any reason, including but not limited to the following: (i) any damage to or destruction of any Leased Property by any cause whatsoever, (ii) any Condemnation, (iii) the prohibition, limitation or restriction of Tenant’s use of any Leased Property, (iv) any eviction by paramount title or otherwise, (v) Tenant’s acquisition of ownership of any Leased Property other than pursuant to an express provision of this Lease, (vi) any default on the part of Landlord under this Lease or under any other agreement, (vii) any latent or other defect in, or any theft or loss of, any Leased Property or any part thereof, (viii) the breach of any warranty of any seller or manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by Landlord or any other person lawfully claiming through or under Landlord, or (x) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements, and that Basic Rent and Additional Rent shall continue to be payable in all events (or, in lieu thereof , Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease shall continue unaffected, unless this Lease shall have been terminated pursuant to an express provision of this Lease. Notwithstanding the foregoing, Tenant shall have the right to pursue a cause of action against Landlord for damages resulting from Landlord’s default under this Lease, it being understood that Tenant shall have no right to set off any such damages against the Rent payable under this Lease.
(c) Tenant agrees that it shall remain obligated under this Lease in accordance with its provisions and that, except as otherwise expressly provided herein, it shall not take any action to terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Landlord, (ii) the exercise of any remedy, including foreclosure, under the Mortgage (subject to Tenant’s rights under Paragraph 16(a)(ii)), or (iii) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of Landlord or by any court under the Federal Bankruptcy Code or otherwise.
(d) This Lease is the absolute and unconditional obligation of Tenant. Tenant waives all rights which are not expressly stated in this Lease but which may now or hereafter otherwise be conferred by law (i) to quit, terminate or surrender this Lease or any Leased Property, (ii) to any setoff, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense of or to Basic Rent or any Additional Rent, except as otherwise expressly provided in this Lease, and (iii) for any statutory lien or offset right against Landlord or its property.
Master Lease A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Surrender of Leased Premises Notwithstanding anything to the contrary in the Lease, Tenant shall not be obligated to remove any alterations or improvements (including without limitation attached fixtures and floor coverings) made to the Leased Premises that are permitted under the Lease. Landlord shall give Tenant notice ("Post-Surrender Notice") of any repairs for which Xxxxxx is responsible under this Lease within ten (10) days after the expiration of the Term. Failure to timely send such Post-Surrender Notice shall be deemed acceptance of the Leased Premises on the expiration date in its then as-is condition. If Landlord timely provides the Post- Surrender Notice, then Tenant shall promptly (but no later than ten (10) days after the date of the Post-Surrender Notice or such longer period as shall be reasonably necessary using due diligence), make the repair(s) set forth in the Post-Surrender Notice that are required by the Lease. Tenant's failure to timely make said repair shall not be deemed an act giving rise to holdover, but shall be a default under the Lease, and shall be curable by Landlord, at Xxxxxxxx's option, with Xxxxxx being responsible to reimburse Landlord for the reasonable actual costs incurred by Landlord to cure the same. If Tenant has materially and substantially vacated the Leased Premises in accordance with the Lease, then Tenant shall not be deemed to be holding over simply by virtue of personal property remaining in the Leased Premises and/or Tenant's failure to timely make a repair. All personal property not removed by the end of the Term shall be deemed to have been abandoned by Tenant and may be appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord without further notice to Tenant and without any obligation to account for such items (except any remaining signage shall be destroyed rather than reused). Tenant's failure to timely make a required repair by the expiration of the Term shall be a default under the Lease which shall be curable by Landlord, at Landlord's option and at Tenant's expense. The provisions of this paragraph shall survive the end of the Term.