By Sublandlord. Sublandlord agrees that it will perform its obligations under the Master Lease during the Term and will not amend or modify the Master Lease in any way or take any action under the Master Lease which would increase Subtenant’s obligations hereunder (other than in a de minimus way, such as requiring Subtenant to send notices to an additional address, etc.) or materially adversely affect Subtenant’s rights hereunder. Without limitation, Sublandlord agrees that it will not terminate the Master Lease without the prior written consent of Subtenant, except as Sublandlord may be entitled to terminate the Master Lease in the event of casualty or condemnation. Subject to the provisions of Section 9.D of the Original Master Lease as incorporated herein by reference by Section 8.2 below and to the provisions of clause (b) of Section 13 below, Sublandlord shall indemnify, defend, protect and hold harmless Subtenant harmless from, all damages, liabilities, losses, claims, attorneys’ fees, costs and expenses arising from the negligence or willful misconduct of Sublandlord or its agents or contractors or a breach of Sublandlord’s obligations under this Sublease or the Master Lease.
By Sublandlord. Sublandlord shall indemnify, defend and hold harmless Subtenant and Subtenant’s employees from and against all demands, claims, causes of action, judgments, losses, damages, liabilities, fines, penalties, costs and expenses, including attorneys’ fees, arising from either of the following:
(a) the occupancy or use of any portion of the Property by Sublandlord or Sublandlord’s employees, agents or contractors (including, without limitation, any slip and fall or other accident on the Property involving Sublandlord or Sublandlord’s employees, agents or contractors), unless directly and proximately caused by Subtenant or Subtenant’s Occupants; or
(b) any Hazardous Materials deposited, released or stored by Sublandlord or Sublandlord’s employees, agents or contractors on the Property. If any action or proceeding is brought against Subtenant or Subtenant’s employees by reason of any of the matters set forth in the preceding sentence that creates an obligation under the preceding sentence for Sublandlord to defend, Sublandlord, on notice from Subtenant, shall defend Subtenant and Subtenant’s respective employees at Sublandlord’s sole cost and expense with competent and licensed legal counsel reasonably satisfactory to Subtenant, but selected by Sublandlord. The provisions of this Paragraph 9.2 shall survive the expiration of the Sublease Term or the sooner expiration of this Sublease.
By Sublandlord. Sublandlord agrees that it will perform its obligations under the Master Lease during the Term and will not amend or modify the Master Lease in any way or knowingly take any action under the Master Lease which would increase Sublandlord’s obligations hereunder (other than in a de minimus way, such as requiring Subtenant to send notices to an additional address, etc.) or materially adversely affect Subtenant’s rights hereunder. Without limitation, Sublandlord agrees that it will not terminate the Master Lease without the prior written consent of Subtenant, except as Sublandlord may be entitled to terminate the Master Lease in the event of casualty or condemnation.
By Sublandlord. Sublandlord will not commit any act which may result in a default under the Master Lease. Sublandlord will indemnify, defend protect and hold Subtenant harmless from and against any Claims arising out of, by reason of, or resulting from, Sublandlord’s failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease (except to the extent that any such failure to perform or observe such terms and conditions is attributable to the acts or omissions of Subtenant or Subtenant’s employees, agents, representatives or contractors).
By Sublandlord. Sublandlord represents and warrants to Subtenant as follows: Sublandlord is duly organized and validly existing as a corporation under the laws of the State of Delaware; is qualified to transact business in the State of California; has all lawful power and authority to enter into this Sublease and perform the obligations on its part to be performed by Sublandlord; and the execution, delivery and performance of this Sublease by Sublandlord has been authorized by all necessary corporate action. When executed and delivered by Subtenant and Sublandlord, this Sublease shall be binding and enforceable against Subtenant in accordance with its terms, subject only to the satisfaction of the conditions precedent set forth herein, and the application of equitable principles or bankruptcy rules and regulations which may limit certain rights or remedies of the parties under certain circumstances. No consent, approval, permit or authorization of any person, entity or governmental agency is required as a condition to the validity or enforceability of this Sublease in accordance with its terms. No litigation, arbitration or other adversarial or governmental proceeding is pending or, to Sublandlord's knowledge, threatened which could impair the enforceability of this Sublease against Sublandlord, or terminate the Master Lease or Sublandlord's interest in the Sublease Premises. There has not been filed by or against Sublandlord a petition in bankruptcy, voluntary or otherwise, any assignment for the benefit of creditors, any petition seeking reorganization or arrangement under the bankruptcy laws of the United States or any state thereof, or any other action brought pursuant to such bankruptcy laws with respect to Sublandlord.
By Sublandlord. Sublandlord represents and warrants to Subtenant that :
(a) Exhibit B to this Sublease is a true and complete copy of the Prime Lease and is in full force and effect and has not been amended or modified; (b) to Sublandlord’s knowledge, Sublandlord has received no notice of default under the Prime Lease which has not been cured or satisfied;
By Sublandlord. Sublandlord hereby agrees to indemnify, defend, protect and hold Subtenant, its employees, agents and representatives, harmless from and against any and all Losses, arising out of or in connection with: (a) the willful misconduct, omissions or negligence of Sublandlord or its agents or representatives; (b) the breach of this Sublease by Sublandlord and any default in the observance of its terms, covenants or conditions; or (c) any and all actions, suits, proceedings, claims and demands taken or made in enforcing this indemnity.
By Sublandlord. Sublandlord hereby appoints the following person as Sublandlord's representative ("Sublandlord's Representative") to act for Sublandlord in all matters covered by this Work Letter: Xxxxx Xxxxx. All submissions shall be concurrently delivered to Sublandlord's consultant: Xxxxx Serbia, Serbia Consulting Group, 0000 Xxxxxxxx Xxxx, Xxxxx 000, Xxx Xxxxx XX 00000.
By Sublandlord. Until the Rent Commencement Date (as hereinafter -------------- defined), Sublandlord's employees shall have the right to occupy approximately 1,400 square feet of the Premises, which occupancy shall be shared with Subtenant and its employees. Sublandlord shall pay no rent for such occupancy unless it fails to vacate the Premises on or before the Rent Commencement Date in which case the monthly installments of Base Rent to be paid by Subtenant for the use of the Premises beginning on the Rent Commencement Date shall be reduced by $0.0507 for each square foot of space occupied by Sublandlord's employees for each day of occupancy beyond the Rent Commencement Date. Sublandlord shall use reasonable efforts to fully vacate the Premises on or before the Rent Commencement Date.
By Sublandlord. Sublandlord shall, except to the extent caused by Subtenant’s gross negligence or willful misconduct, indemnify, protect, defend and hold harmless Subtenant and its affiliates, agents, partners and lenders, from and against any and all Claims arising out of, involving, or in connection with, (a) Sublandlord’s gross negligence or willful misconduct, (b) any breach of this Sublease by Sublandlord, and (c) Sublandlord’s use and occupancy of the Reserved Premises. If any action or proceeding is brought against Subtenant by reason of any of the foregoing matters, Sublandlord shall upon notice defend the same at Sublandlord’s expense by counsel reasonably satisfactory to Subtenant.
