By Sublessee. Sublessee represents, warrants and/or covenants with the Sublessor as follows, which said warranties, representations and/or covenants are a material inducement for the Sublessor to enter into this Agreement:
By Sublessee. Sublessee represents and warrants to Sublessor that (i) Sublessee has not heretofore assigned or otherwise transferred any portion of its interest in the Sublease, or, except pursuant to the Sub-Sublease, sublet or granted occupancy rights to any portion of the Premises; (ii) except for the rights of Master Lessor as sub-sublessee under the Sub-Sublease, no other person, firm or entity claiming by, through or under Sublessee has any right, title or interest in or to the Sublease or, except for the rights of Master Lessor as sub-sublessee under the Sub-Sublease, the Premises; (iii) subject to obtaining Master Lessor's consent to this Amendment, Sublessee has the full right, legal power and actual authority to enter into this Amendment and to terminate the Sublease; (iv) as of the date hereof there are no, and as of both the Effective Date and the Sublease Termination Date there shall not be any, mechanic's liens or other liens encumbering all or any portion of the Sublease Premises by virtue of any act or omission on the part of Sublessee; (v) as of the date hereof there is not, and as of both the Effective Date and the Sublease Termination Date there shall not be, any breach or default on the part of Sublessee under the Sublease or any breach or default by either Sublessee or Master Lessor under the Sub-Sublease, and no event or condition which, with the giving of notice or passage of time or both, shall constitute a breach or default under the Sublease or the Sub- Sublease; (vi) subject to obtaining Master Lessor's consent to this Amendment, neither Sublessee's entry into nor its performance under this Amendment violates or otherwise contravenes any agreement to which Sublessee or Commerce One, Inc. is a party or any judgment, decree or order by which Sublessee or Commerce One, Inc. is bound; (vii) Commerce One, Inc. has timely and properly filed all forms, reports, prospectuses and documents required to be filed with the SEC since September 2001 (the "Commerce One, Inc. SEC Reports"), and has made true and correct copies thereof available to Sublessor except to the extent such reports are available online through the XXXXX filing system or to the extent that such reports or documents contained information for which confidentiality treatment was requested from the SEC; the Commerce One, Inc. SEC Reports (A) at the time they were filed, complied as to form in all material respects with the requirements federal securities laws, and (B) at the time they were...
By Sublessee. Sublessee shall not sublease, assign, mortgage, pledge, hypothecate or encumber this Sublease or any of Sublessee’s interest hereunder without the prior written consent of Sublessor (which shall not be unreasonably withheld), Master Lessor, if so required, under the Master Lease, and Lender, if so required under the Loan Documents. Sublessee acknowledges that, if, pursuant to the Loan Documents, Sublessor is required to obtain Lender’s approval to a sublease, assignment or other transfer of Sublessee’s interest in the Sublease and that Sublessor’s disapproval shall be deemed reasonable if based on Lender’s disapproval.
By Sublessee. Sublessee hereby agrees to indemnify and hold Sublessor, and the property and assets of Sublessor, harmless, from and against any and all liabilities, damages, losses, costs, expenses, attorneys' fees and claims arising out of, resulting from or related to any breach or default by Sublessee in the payment or performance of any of Sublessee's agreements, promises, undertakings, obligations, responsibilities and/or liabilities under and by reason of this Amendment, including specifically but not by way of limitation, Sublessee's failure to vacate the Premises or to make the Payment and/or otherwise to affect adversely Sublessor's efforts to perform its responsibilities and obligations respecting the Option.
By Sublessee. Sublessee shall neither do, nor permit anything to be done, that could, after notice and failure to timely cure, if applicable, cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Lessor under the Prime Lease as a result of a “Tenant” default under the Prime Lease, and Sublessee shall defend, indemnify and hold Sublessor harmless from and against any and all liabilities, claims, suits, demands, judgments, costs, losses, interest and expenses (including, without being limited to, reasonable attorneys’ fees and expenses) of any kind whatsoever by reason of any breach or default on the part of Sublessee by reason of which the Prime Lease is or could be so terminated or forfeited. Sublessee covenants that Sublessee will not do anything that would constitute a default under the provisions of the Prime Lease or omit to do anything that Sublessee is obligated to do under the terms of this Sublease that would constitute a default under the Prime Lease.
By Sublessee. Sublessee hereby agrees to indemnify, defend and hold ------------ harmless Sublessor and its Indemnitees from and against all Claims arising out of or caused by: (i) any breach of this Sublease by Sublessee; (ii) the negligence or intentional misconduct of Sublessee or its employees or contractors; (iii) use of the Cafeteria by any of the Sublessee Parties; or (iv) use of the 2831 Building or the Common Area by any of the Sublessee Parties during the Sublease Term.
By Sublessee. Sublessee represents and warrants to Sublessor as of the Execution Date that: (a) Sublessee has read and reviewed the provisions of the attached. Master Lease; (b) Sublessee has the right and power to execute and deliver this Sublease and, subject to receipt of the BOD Consent (as defined below) to perform its obligations hereunder; (c) the person or persons executing this Sublease for Sublessee are fully authorized to so act and no other action is required to bind Sublessee to this Sublease; and (d) Sublessee is duly organized and in good standing in its state of formation and is authorized to conduct business in the state where the Premises are located.
By Sublessee
