By Sublessor. Subject to Sublessee's rights pursuant to this Agreement, Sublessor may at any time and without Sublessee's consent sell, assign or transfer its rights and interest hereunder and under the other Transaction Documents to a third party, (Sublessor's Assignee). Sublessor will in good faith co-operate with Sublessee to ensure minimum practical disturbance or cost in connection with such assignment or transfer of rights and interest hereunder. Sublessee agrees to co-operate in good faith with Sublessor in such sale, assignment or transfer and provide Sublessor and Sublessor's Assignee with such reasonable assistance as Sublessor may require, including but not limited to assisting in any of Sublessor's and Sublessor's Assignee's efforts to minimise or eliminate any Taxes related to such assignment or transfer. For a period of two (2) years after any such sale or assignment and at Sublessee's cost, Sublessee will continue to name Owner Trustee, Sublessor, Lender and any Maintenance Facilities or parts or equipment vendors identified by Sublessor as additional insureds in accordance with the insurance requirements set out in Clause 21.
By Sublessor. Sublessor represents, warrants and/or covenants with the Sublessee as follows, which said warranties, representations and/or covenants are a material inducement for the Sublessee to enter into this Agreement:
(a) The Underlying Sublease, and to its knowledge, the Underlying Lease is each in full force and effect as of the Effective Date, the Sublessor has performed fully all of its material duties and obligations arising under the Underlying Lease as of the Effective Date and Sublessor has no actual knowledge of any material breach thereof by Landlord;
(b) There are no pending claims that the Landlord has asserted against the Sublessor, nor, to the best of Sublessor’s knowledge, which have been threatened by the Landlord, arising under the Underlying Lease or the Underlying Sublease or the Sublessor’s performance of its obligations thereunder;
(c) Sublessor shall forward to Sublessee, immediately upon receipt, any notices that it may receive from the Landlord or any third party with regard to the Sub-Premises or the Underlying Lease or the Underlying Sublease.
(d) To Sublessor’s knowledge, the Sub-Premises are, and on the Commencement Date shall be, in compliance with all applicable laws, including, without limitation the Americans With Disabilities Act. As used in this Subsection (d) “knowledge” shall mean the actual knowledge without investigation or inquiry.
By Sublessor. Sublessor hereby agrees to indemnify and hold Sublessee, and the property and assets of Sublessee, 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 Sublessor in the payment or performance of Sublessor's agreements, promises, undertakings, obligations, responsibilities and/or liabilities under and by reason of this Amendment.
By Sublessor. Subject to Sublessees rights pursuant to this Agreement, Sublessor may at its expense and at any time and without Sublessees consent sell, assign or transfer its rights and interest hereunder to a third party, ("Sublessors's Assignee"), provided that such sale, transfer, or assignment shall not increase Sublessees obligations. Sublessor will cooperate with Sublessee to ensure minimum practical disturbance or cost in connection with such assignment or transfer of rights and interest hereunder and Sublessor shall reimburse Sublessee for any expense incurred by Sublessee in connection with such assignment or transfer. Sublessee agrees to cooperate in good faith with Sublessor in such sale, assignment or transfer and provide Sublessor and Sublessor's Assignee with such reasonable assistance as Sublessor may require, including but not limited to assisting in any of Sublessor's and Sublessors Assignee's efforts to minimize or eliminate any Taxes related to such assignment or transfer. For a period of two (2) years after any such sale or assignment and at Sublessee's cost, Sublessee will continue to name Owner Trustee, Sublessor and Sublessor's Lender as additional insureds in accordance with the insurance requirements set out in Clause 22.
By Sublessor. Sublessor will not commit an event of default under the provisions of the Prime Lease that, after any applicable notice and cure period, results in a termination of the Prime Lease.
By Sublessor. Sublessor represents and warrants to Sublessee that (i) Sublessor has not heretofore assigned or otherwise transferred all or any portion of its interest in the Sublease or the Premises; (ii) no other person, firm or entity claiming by, through or under Sublessor (other than Master Lessor) has any right, title or interest in or to the Sublease or the Premises; (iii) subject to obtaining Master Lessor's consent to this Amendment, Sublessor has the full right, legal power and actual authority to enter into this Amendment and to terminate the Sublease; (iv) subject to obtaining Master Lessor's consent to this Amendment, neither Sublessor's entry into nor its performance under this Amendment violates or otherwise contravenes any agreement to which is a party or any judgment, decree or order by which Sublessor is bound; (v) Sublessor is an "accredited investor" within the meaning of Rule 501 of the Securities Act of 1933, as amended; (vi) the Equity Interests are being acquired by Sublessor for investment purposes only for the Sublessor's own account and not with a view to resale or distribution of the Equity Interests; (vii) Sublessor has had an opportunity to receive all information regarding Commerce One, Inc., Inc. necessary or appropriate to evaluate the suitability of an investment in the Equity Interests; (viii) Sublessor understands that the Equity Interests are "restricted securities" within the meaning of federal securities laws and as such may be resold without registration under federal securities laws only in certain limited circumstances; (ix) Sublessor has read and understands Rule 144 under the Securities Act of 1933, as amended; (x) no third party approval of Sublessor's execution of this Amendment is required other than the consent of the Master Lessor, and Sublessor is not aware of any facts that would cause the Master Lessor to withhold its consent to the Amendment; and (xi) Sublessor acknowledges that the Equity Interests when issued may bear the following restrictive legend in addition to any legends required by state Blue Sky laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO COMMERCE ONE, INC., INC. THAT SUCH REGISTRATION IS NOT REQUIRED."
By Sublessor. Sublessee acknowledges that the Premises are subject to a deed of trust and assignment of rents in favor of the Lender and that the Sublease is assigned to the Lender as security for the Loan.
By Sublessor. Sublessor shall indemnify and defend the Sublessee and hold the Sublessee harmless from and against any and all claims, losses, costs, actions, damages, liability, obligation and expense (including, without limitation, court costs, reasonable attorneys' fees and other costs of litigation) incurred by or asserted against Sublessee to the extent arising from the failure of Sublessor to perform any act, obligation, or covenant of Sublessor under this Sublease or under the Master Lease that Sublessor is obligated to perform under this Sublease. The obligations set forth in this Paragraph shall survive the expiration or sooner termination of this Sublease. Notwithstanding the above, Sublessor shall not be responsible for or indemnify Sublessee for any such claims caused by the negligence or willful misconduct of Sublessee.
By Sublessor. Sublessor shall have the right to transfer or assign this Sublease or Sublessor's interest hereunder as security or absolutely and Subtenant agrees to attorn to the lawful transferee thereof, but any such transfer or assignment shall be at all times subject to the terms and conditions of this Sublease and the rights of Subtenant hereunder.
By Sublessor. Sublessor shall, at any time and from time to time not to exceed once per Lease Year, at the request of Subtenant, execute, acknowledge and deliver to Subtenant a certificate by Sublessor certifying (i) that this Sublease is unmodified and in full force and effect (or, if there have been modifications, the extent to which this Sublease is in full force and effect as modified and stating the modifications), (ii) whether there then exist any offsets or defenses against the enforcement by Subtenant of any of the provisions of this Sublease (and, if so, specifying the same), (iii) the dates, if any, to which the Base Rent and other amounts payable hereunder have been paid in advance, and (iv) the address to which notices to Sublessor should be sent pursuant to this Sublease.
