By Subtenant. Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the Master Lease and will not suffer to be done or omit to do any act which may result in a violation of or a default under any of the terms and conditions of the Master Lease, or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including attorneys fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant’s failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease. Any other provision in this Sublease to the contrary notwithstanding, Subtenant shall pay to Sublandlord as Rent hereunder any and all sums which Sublandlord may be required to pay Landlord arising out of a request by Subtenant for, or use by Subtenant of, additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated with after-hours HVAC usage and overstandard electrical charges).
By Subtenant. Subtenant shall indemnify, defend and hold harmless Sublandlord and Landlord and their respective 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 Subtenant or Subtenant’s Occupants (including, without limitation, any slip and fall or other accident on the Property involving Subtenant or Subtenant’s Occupants), unless directly and proximately caused by Sublandlord or Sublandlord’s employees, agents or contractors; or
(b) any Hazardous Materials deposited, released or stored by Subtenant or Subtenant’s Occupants on the Property. If any action or proceeding is brought against Sublandlord or Landlord or their respective employees by reason of any of the matters set forth in the preceding sentence that creates an obligation under the preceding sentence for Subtenant to defend, Subtenant, on notice from Sublandlord or Landlord, shall defend Sublandlord and Landlord and their respective employees at Subtenant’s sole cost and expense with competent and licensed legal counsel reasonably satisfactory to Sublandlord or Landlord or both of them, as the case may be, but selected by Subtenant. The provisions of this Paragraph 9.1 shall survive the expiration of the Sublease Term or the sooner expiration of this Sublease.
By Subtenant. Subtenant will occupy the Subleased Premises in accordance with the terms of the Master Lease (to the extent incorporated herein) and will not suffer to be done, or omit to do, any act which may result in a violation of or a default under the Master Lease, or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant will indemnify, defend protect and hold Sublandlord harmless from and against any loss, cost, damage or liability (including attorneys’ fees) of any kind or nature (“Claims”) arising out of, by reason of, or resulting from, Subtenant’s failure to perform or observe any of the terms and conditions of the Master Lease (to the extent incorporated herein) or this Sublease.
By Subtenant. Subtenant shall not make any alterations to or modifications of the Leased Premises or construct any improvements within the Leased Premises until Sublandlord and Head Landlord shall have first approved, in writing, the plans and specifications therefor, which approval shall not be unreasonably withheld or delayed. Sublandlord’s approval shall be conditioned upon the Subtenant restoring the alterations within the Leased Premises to their delivery condition prior to the surrender of the Leased Premises upon the Expiration Date or termination of the Sublease. Subtenant’s written request to Sublandlord and Head Landlord shall also contain a request for Sublandlord and Head Landlord each to elect whether or not it will require the removal of the subject alterations, modifications or improvements at the expiration or earlier termination of this Sublease. If such additional request is not included, Sublandlord and Head Landlord each may make such election at the expiration or earlier termination of this Sublease. All modifications, alterations or improvements, once approved by Sublandlord and Head Landlord, shall be made, constructed or installed by Subtenant at Subtenant’s expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Sublandlord and Head Landlord, in substantial compliance with the approved plans and specifications therefor. All work undertaken by Subtenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Subtenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Sublease have been satisfied, (iii) Subtenant shall have given Sublandlord and Head Landlord at least five (5) business days prior written notice of its intention to commence such work so that Sublandlord and Head Landlord may post and file notices of non-responsibility, and (iv) if requested by Sublandlord or Head Landlord, Subtenant shall have obtained builder’s risk insurance in an amount satisfactory to Sublandlord and/or Head Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Subtenant pursuant to Article 9. In no event shall Subtenant make any modification, alterations or impr...
By Subtenant. In addition to the events of default set forth in the Master Lease, a default by Subtenant under the Manufacturing Agreement shall, upon the expiration of any available cure period set forth therein, automatically and without further notice, constitute a non-curable default under this Sublease.
By Subtenant. Subtenant hereby appoints the following person as Subtenant's representative ("Subtenant's Representative") to act for Subtenant in all matters covered by this Work Letter: Xxxx Xxxxxxxxx.
By Subtenant. Subtenant represents and warrants to Sublandlord as follows: Subtenant 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 Subtenant; and the execution, delivery and performance of this Sublease by Subtenant 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 Subtenant's knowledge, threatened which could impair the enforceability of this Sublease against Subtenant, or terminate the Master Lease or Subtenant's interest in the Sublease Premises. There has not been filed by or against Subtenant 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 Subtenant.
By Subtenant. Subtenant represents and warrants to Sublandlord that : (a) Subtenant is a corporation duly organized, validly existing and in good standing under the laws of Oregon, the jurisdiction in which it is organized and has full power and authority to carry out its obligations under this Sublease; and (b) the execution and delivery of this Sublease by Subtenant has been duly and validly authorized by all necessary action of Subtenant, has been duly executed and validly delivered by Subtenant, and is the legal, valid and binding obligation of Subtenant, enforceable in accordance with its terms.
By Subtenant. Subtenant shall indemnify, defend and hold harmless Sublandlord from and against all losses, costs, damages, expenses and liabilities, including, without limitation, reasonable attorneys' fees and costs, which Sublandlord may incur or pay out by reason of (a) any personal injury, death or property damage occurring in or on the Subleased Premises (except to the extent caused by or resulting from the negligence or willful misconduct of Sublandlord, Landlord or their respective agents, employees, contractors or invitees); (b) any breach or default by Subtenant under this Sublease; (c) any act or omission of Subtenant which results in a breach or default by Sublandlord under the Master Lease; (d) any failure by Subtenant to surrender the Subleased Premises upon the expiration or earlier termination of this Sublease in the condition required hereby; or (e) any negligent act or omission or any intentional wrongdoing by Subtenant or any of its agents, employees, contractors or invitees.
By Subtenant. Subtenant shall not, without Sublessor's prior written consent, assign, mortgage, pledge, encumber, hypothecate or otherwise transfer or permit the transfer of this Sublease or Subtenant's interest (or any part thereof) in this Sublease or any of Subtenant's rights or obligations hereunder, in whole or in part, by operation of law, court decree or otherwise, nor shall Subtenant sublease the Premises or any part thereof without the prior written consent of Sublessor. Any attempted assignment, subletting, encumbrance or other transfer by Subtenant in violation of the terms and covenants of this Paragraph 16 shall automatically be a Default under the terms of this Sublease subject to the remedies described herein. Any assignee or sublessee which is approved and permitted pursuant hereto must expressly accept and assume in writing all of the obligations of Subtenant hereunder. The consent of Sublessor to any such assignment, sublease or other transfer may be withheld by Sublessor in Sublessor's sole and arbitrary discretion. Sublessor may further impose conditions on the granting of consent to any such assignment, sublease or other transfer as Sublessor may, in Sublessor's sole and arbitrary discretion, desire. If the Subtenant desires to assign or otherwise transfer this Sublease or any right or interest hereunder or to enter into any sublease of the Premises, then Subtenant shall deliver written notice of such intent to the Sublessor, together with a copy of the proposed instrument of assignment, transfer or sublease, at least thirty (30) days prior to the effective date of the proposed assignment or transfer or commencement date of the term of the proposed sublease. In the event of any approved sublease or assignment or other transfer hereunder, the Subtenant shall not be released or discharged from any liability or obligation (whether past, present or future) under this Sublease, including any renewal term of this Sublease, it being agreed that upon any such assignment, transfer or subletting, Subtenant shall not be relieved of any obligations hereunder and shall continue to have liability under this Sublease with respect to the Premises throughout the Term. If the rental rate agreed upon between Subtenant and any proposed subtenant under any proposed sublease of the Premises (or any part thereof) is greater than the rental rate that Subtenant must pay Sublessor hereunder for that portion of the Premises that is subject to such proposed sublease, or if any...
