Compliance with Master Lease. Subtenant 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 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 reasonable attorneys’ fees) of any kind or nature 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. Sublandlord convenants and agrees (x) to comply with all provisions of the Master Lease applicable to the Subleased Premises so as to not cause an Event of Default under the Master Lease with respect to this Sublease, (y) not to enter into any agreement amending or modifying the Master Lease in a way that would adversely affect Subtenant’s rights under this Sublease, or (z) not to terminate the Master Lease other than a termination expressly permitted pursuant to the terms of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. 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 the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated with after-hour HVAC usage and overstandard electrical charges).
Appears in 2 contracts
Samples: Sublease (Callidus Software Inc), Sublease (Callidus Software Inc)
Compliance with Master Lease. Subtenant will occupy the Subleased Premises in accordance with the terms a. This Sublease and all of the Master Lease covenants and will not suffer agreements of Sublessor and all rights and privileges of Sublessee are subject 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 reasonable attorneys’ fees1) of any kind or nature arising out of, by reason of, or resulting from, Subtenant’s failure to perform or observe any all of the terms and conditions of the Master Lease; (2) the performance and observance by Master Lessor of all of its obligations and agreements under the Master Lease; and (3) all of the rights and privileges of Master Lessor and Sublessor under the Master Lease. The terms and conditions contained in the Master Lease or are incorporated as terms and conditions of this Sublease, except for rent, term, security deposit and as otherwise set forth herein. Sublandlord convenants If there is a conflict between the terms of this Sublease and agrees (x) the Master Lease, then as between Sublessor and Sublessee, the terms of this Sublease shall control. Sublessee shall pay the Minimum Rent directly to comply Sublessor, with Sublessor being responsible for paying directly to Master Lessor all provisions Base Rent and Rent Adjustments due under the Master Lease.
b. Sublessee shall not commit or permit to be committed on the Premises any act or omission that violates any term or condition of the Master Lease applicable Lease.
c. Except as otherwise provided herein, Sublessor grants to Sublessee, for the Subleased Premises so as to not cause an Event duration of Default the Term of this Sublease, all of the rights and privileges granted Sublessor under the Master Lease with respect as it relates to this Subleasethe Premises. Sublessor does not assume or agree to perform for Sublessee’s benefit any of the duties or obligations of the Master Lessor under the Master Lease.
d. Sublessee indemnifies and agrees to hold Sublessor harmless from and against any and all claims, (y) not liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to enter into any agreement amending be observed or modifying performed by Sublessee under the Master Lease in a way that would adversely affect Subtenant’s rights or this Sublease and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same. Sublessor indemnifies and agrees to hold Sublessee harmless from and against any and all claims, liabilities, damages and losses arising by reason of the breach of any covenant, agreement or obligation to be observed or performed by Sublessor under the Master Lease or this Sublease (which breach is not caused by Sublessee) and all costs and expenses, including reasonable attorneys’ fees, incurred on account of the same.
e. On the Termination Date, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or (z) not breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Master Lessor or Sublessor any right to terminate the Master Lease other than in the event of the partial or total damage, destruction, or condemnation of the Premises or the Building of which the Premises are a termination expressly permitted pursuant to part, the terms exercise of such right by Master Lessor or Sublessor shall not constitute a default or breach hereunder.
f. Sublessor shall not modify, amend or terminate the Master Lease or a partial termination that does not adversely affect Subtenantwithout Sublessee’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. 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 the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated with after-hour HVAC usage and overstandard electrical charges)prior written consent.
Appears in 2 contracts
Samples: Sublease Agreement (Tarsus Pharmaceuticals, Inc.), Sublease Agreement (Tarsus Pharmaceuticals, Inc.)
Compliance with Master Lease. (a) 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, done or omit to do, do any act which may result in a violation of or a default under any of the terms and conditions of the Master Lease, including, without limitation, surrendering possession of the Subleased Premises to Sublandlord no later than the expiration or termination date of the Sublease, or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant will indemnify, defend protect further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from and against any claim, demand, action, proceeding, suit, liability, loss, costjudgment, damage or liability expense (including including, but not limited to, reasonable attorneys’ attorney's fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant’s 's failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease. Sublandlord convenants and agrees (x) to comply with all provisions of the Master Lease applicable to the Subleased Premises so as to not cause an Event of Default under the Master Lease with respect to this Sublease, (y) not to enter into any agreement amending or modifying the Master Lease in a way that would adversely affect Subtenant’s rights under this Sublease, or (z) not to terminate the Master Lease other than a termination expressly permitted pursuant to the terms of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. 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 the to Landlord arising out of a request by Subtenant for, or the use by Subtenant of, for additional or over-standard Building services from Landlord
(b) Subtenant agrees that Sublandlord shall not be required to perform any of the covenants, agreements and/or obligations of Landlord (under the Master Lease and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the Master Lease by Landlord thereunder, Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Landlord for examplesuch performance. Sublandlord shall not be responsible for any failure or interruption, but not for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by way of Landlord or otherwise, including, without limitation, charges associated with afterheat, air conditioning, ventilation, life-hour HVAC usage safety, water, electricity, elevator service and overstandard electrical charges)cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Subtenant's obligations under this Sublease, or (ii) liability on the part of Sublandlord. Notwithstanding the foregoing, Sublandlord shall promptly take such action as may reasonably be indicated, under the circumstances, to secure such performance upon Subtenant's request to Sublandlord to do so and shall thereafter diligently prosecute such performance on the part of Landlord.
Appears in 2 contracts
Samples: Sublease Agreement (Northwest Biotherapeutics Inc), Sublease Agreement (Northwest Biotherapeutics Inc)
Compliance with Master Lease. Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the Master Lease and each party agrees that it will not suffer to be done, do or omit to do, do or permit 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 or Subtenant liable for any damage, charge or expense thereunder. Except as otherwise expressly provided herein, Sublandlord will perform its covenants and obligations under the Master Lease which do not require for their performance possession of the Subleased Premises and which are not otherwise to be performed hereunder by Subtenant will indemnify, defend protect on behalf of Sublandlord. Each party further covenants and agrees to indemnify the other party against and hold Sublandlord the other harmless from and against any claim, demand, action, proceeding, suit, liability, loss, costjudgment, damage or liability expense (including reasonable attorneys’ attorneys fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant’s such party's failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease. Sublandlord convenants and agrees (x) to comply with all provisions of the Master Lease applicable to the Subleased Premises so as to not cause an Event of Default under the Master Lease with respect to this Sublease, (y) not to enter into any agreement amending or modifying the Master Lease in a way that would adversely affect Subtenant’s rights under this Sublease, or (z) not to terminate the Master Lease other than a termination expressly permitted pursuant to the terms of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. 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 the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated with after-hour HVAC usage and overstandard electrical charges). Sublandlord shall not amend or modify the Master Lease in any manner that would increase Subtenant's obligations (other than in a de minimis manner, such as adding additional notice recipients) or adversely affect Subtenant's rights under this Sublease without the consent of Subtenant, which may be granted or withheld in Subtenant's sole discretion. Nothing set forth in this Sublease will preclude Sublandlord from exercising any rights under the Master Lease to terminate the Master Lease in the event of casualty or condemnation.
Appears in 2 contracts
Samples: Sublease Agreement (Epocrates Inc), Sublease Agreement (Epocrates Inc)
Compliance with Master Lease. During the Term, Subtenant will occupy the Subleased Premises in accordance with the terms of the Master Lease and will not suffer to be donedone in or about the Subleased Premises, or omit to dodo in or about the Subleased Premises, any act which may would 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 reasonable attorneys’ fees) of any kind or nature 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. Sublandlord convenants and agrees (x) to comply with all provisions of the Master Lease applicable to the Subleased Premises so as to not cause an Event of Default under the Master Lease with respect to this Sublease, (y) not or, to enter into any agreement amending or modifying the extent incorporated herein, the Master Lease in a way that would adversely affect Subtenant’s rights under this Sublease, or (z) not to terminate the Master Lease other than a termination expressly permitted pursuant Lease. Notwithstanding anything herein to the terms of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenantscontrary, Subtenant expressly reserves all is not responsible for the acts or omissions of Sublandlord or its rights and remedies at equity and under applicable law with respect to such breachagents, employees, contractors or invitees. 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 the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated with after-hour HVAC usage and overstandard over-standard electrical charges)) in each case, in respect to the Subleased Premises. Sublandlord agrees to perform all of its obligations under the Master Lease and maintain the same in full force and effect, except to the extent that any failure to maintain the Master Lease is due to the failure of Subtenant to comply with any of its obligations under this Sublease, and provided further that the foregoing shall in no event limit the exercise by Sublandlord of any express rights it may have under the Master Lease, including without limitation any rights of termination of the Master Lease following a casualty or condemnation.
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Compliance with Master Lease. Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the Master Lease and each party agrees that it will not suffer to be done, do or omit to do, do or permit 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 or Subtenant liable for any damage, charge or expense thereunder. Subtenant Except as otherwise expressly provided herein, Sublandlord will indemnify, defend protect perform its covenants and hold Sublandlord harmless from and against any loss, cost, damage or liability (including reasonable attorneys’ fees) of any kind or nature 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. Sublandlord convenants and agrees (x) to comply with all provisions of the Master Lease applicable to the Subleased Premises so as to not cause an Event of Default obligations under the Master Lease with respect to this Sublease, (y) which do not to enter into any agreement amending or modifying the Master Lease in a way that would adversely affect Subtenant’s rights under this Sublease, or (z) not to terminate the Master Lease other than a termination expressly permitted pursuant to the terms require for their performance possession of the Master Lease or a partial termination that does Subleased Premises and which are not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach otherwise to be performed hereunder by Subtenant on behalf of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breachSublandlord. 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 the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated with after-hour HVAC usage and overstandard electrical charges)) and Sublandlord agrees to cooperate with Subtenant in requesting such additional services. Sublandlord acknowledges and agrees that, to the extent required by the Master Lease, Sublandlord shall be responsible for all modifications or improvements to the Subleased Premises required to comply with governmental requirements that do not result from Subtenant’s specific use, alterations, or improvements in the Subleased Premises.
Appears in 1 contract
Samples: Sublease Agreement (Invitae Corp)
Compliance with Master Lease. 7.2.1 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, done or omit to do, do any act which may result in cause or reasonably likely to cause 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, except for (a) any charge or expense attributable to the period prior to or after Subtenant’s occupancy of the Premises (specifically including, without limitation, any occupancy for the purposes contemplated by Section 2.2 above), (b) any damages, charges and expenses to the extent caused by Sublandlord under the Master Lease excluding damages, charges and expenses to the extent caused by Subtenant under this Sublease, or (c) any damages, charges and expenses arising from the negligence or willful misconduct of Sublandlord (the damages, charges and expenses described in the foregoing clauses (a), (b) and (c) are referred to collectively herein as the “Excluded Charges”). Subtenant will indemnify, defend protect further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from and against any claim, demand, action, proceeding, suit, liability, loss, costjudgment, damage or liability expense (including reasonable attorneys’ feesfees and disbursements) 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. Sublandlord convenants covenants and agrees to indemnify Subtenant against, defend and hold Subtenant harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (xincluding reasonable attorneys’ fees and disbursements) to comply with all provisions and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, (i) any acts, omissions or gross negligence of Sublandlord in or about the Master Lease applicable Premises (except to the Subleased Premises so as to not cause an Event of Default extent caused by Subtenant’s negligence), or (ii) any breach or default by Sublandlord under the Master Lease with respect to or this Sublease.
7.2.2 Subtenant agrees that Sublandlord shall not be required to perform any of the covenants, (y) not to enter into any agreement amending or modifying agreements and/or obligations of Landlord under the Master Lease in a way and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the Master Lease by Landlord thereunder, Subtenant acknowledges and agrees that would adversely affect Sublandlord shall be entitled to look to Landlord for such performance. In addition, Sublandlord shall have no obligation to perform any improvements or repairs or any other obligation of Landlord under the Master Lease. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied to the Premises by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any abatement, diminution or reduction of Subtenant’s rights obligations under this Sublease, or (z) not any liability on the part of Sublandlord unless such failure or interruption is caused by reason of Sublandlord’s gross negligence or willful misconduct. Notwithstanding the foregoing, Sublandlord shall use commercially reasonable efforts to terminate keep the Master Lease other than a termination expressly permitted pursuant in effect, and provided that there is no uncured default hereunder by Subtenant, upon Subtenant’s request to Sublandlord to do so, Sublandlord shall use commercially reasonable efforts, as reasonably indicated under the terms circumstances, to obtain the performance by Landlord of its obligations under the Master Lease and/or to obtain the consent or a partial termination approval of Landlord of any action Subtenant desires to take that does not adversely affect Subtenant’s rights under this Sublease (collectivelyrequires such consent or approval; provided, the “Modification Covenants”). In the event however, that Sublandlord shall have no obligation to bring any action or proceeding or to take any steps to enforce the Master Lease against Landlord unless Subtenant is unable to bring suit for lack of standing, and in breach of such case Subtenant shall pay for the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. reasonable costs thereof.
7.2.3 Any other provision in this Sublease to the contrary notwithstanding, Subtenant shall pay to Sublandlord as additional Rent hereunder any and all sums which Sublandlord may be required to pay to Landlord under the Landlord arising out Master Lease with respect to the Premises to the extent attributable to the Subtenant.
7.2.4 Sublandlord reserves the right (i) on reasonable prior notice to Subtenant (with at least 24 hours advance notice except in the caser of an emergency), to inspect the Premises, and (ii) following a default by Subtenant (beyond applicable notice and cure periods), to enter upon the Premises, with reasonable prior notice, and to take such actions or cause such things to be done as may be necessary or appropriate in order to cure any Subtenant default under this Sublease or under the Master Lease. All such sums paid, and all reasonable costs and expenses of performing any such cure, shall be deemed additional Rent payable by Subtenant to Sublandlord upon demand, together with interest thereon at the Default Rate specified in Article 25 of the Master Lease from the date of invoice to Subtenant until repaid.
7.2.5 Sublandlord shall use commercially reasonable efforts to deliver to Subtenant a copy of a Statement (as defined in Section 4.4.1 of the Master Lease) within ten (10) business days after receipt of same from Landlord. Within thirty (30) days after Subtenant's receipt of such Statement, should Subtenant have a reasonable basis to audit such Statement in accordance with Section 4.4.3 of the Master Lease, Subtenant may deliver a written request by Subtenant forto Sublandlord to cause Sublandlord to exercise the right to audit Landlord’s books and records, or for the use by Subtenant ofbenefit of Subtenant, additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated pursuant to and in accordance with after-hour HVAC usage and overstandard electrical charges).Section 4.4.3
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Compliance with Master Lease. 7.2.1 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, done or omit to do, do any act which may result in cause or reasonably likely to cause 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, except for (a) any charge or expense attributable to the period prior to or after Subtenant’s occupancy of the Premises (specifically including, without limitation, any occupancy for the purposes contemplated by Section 2.2 above), (b) any damages, charges and expenses to the extent caused by Sublandlord under the Master Lease excluding damages, charges and expenses to the extent caused by Subtenant under this Sublease, or (c) any damages, charges and expenses arising from the negligence or willful misconduct of Sublandlord (the damages, charges and expenses described in the foregoing clauses (a), (b) and (c) are referred to collectively herein as the “Excluded Charges”). Subtenant will indemnify, defend protect further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from and against any claim, demand, action, proceeding, suit, liability, loss, costjudgment, damage or liability expense (including reasonable attorneys’ feesfees and disbursements) 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. Sublandlord convenants covenants and agrees to indemnify Subtenant against, defend and hold Subtenant harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (xincluding reasonable attorneys’ fees and disbursements) to comply with all provisions and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, (i) any acts, omissions or gross negligence of Sublandlord in or about the Master Lease applicable Premises (except to the Subleased Premises so as to not cause an Event of Default extent caused by Subtenant’s negligence), or (ii) any breach or default by Sublandlord under the Master Lease with respect to or this Sublease.
7.2.2 Subtenant agrees that Sublandlord shall not be required to perform any of the covenants, (y) not to enter into any agreement amending or modifying agreements and/or obligations of Landlord under the Master Lease in a way and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the Master Lease by Landlord thereunder, Subtenant acknowledges and agrees that would adversely affect Sublandlord shall be entitled to look to Landlord for such performance. In addition, Sublandlord shall have no obligation to perform any improvements or repairs or any other obligation of Landlord under the Master Lease. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied to the Premises by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any abatement, diminution or reduction of Subtenant’s rights obligations under this Sublease, or (z) not any liability on the part of Sublandlord unless such failure or interruption is caused by reason of Sublandlord’s gross negligence or willful misconduct. Notwithstanding the foregoing, Sublandlord shall use commercially reasonable efforts to terminate keep the Master Lease other than a termination expressly permitted pursuant in effect, and provided that there is no uncured default hereunder by Subtenant, upon Subtenant’s request to Sublandlord to do so, Sublandlord shall use commercially reasonable efforts, as reasonably indicated under the terms circumstances, to obtain the performance by Landlord of its obligations under the Master Lease and/or to obtain the consent or a partial termination approval of Landlord of any action Subtenant desires to take that does not adversely affect Subtenant’s rights under this Sublease (collectivelyrequires such consent or approval; provided, the “Modification Covenants”). In the event however, that Sublandlord shall have no obligation to bring any action or proceeding or to take any steps to enforce the Master Lease against Landlord unless Subtenant is unable to bring suit for lack of standing, and in breach of such case Subtenant shall pay for the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. reasonable costs thereof.
7.2.3 Any other provision in this Sublease to the contrary notwithstanding, Subtenant shall pay to Sublandlord as additional Rent hereunder any and all sums which Sublandlord may be required to pay to Landlord under the Landlord arising out Master Lease with respect to the Premises to the extent attributable to the Subtenant.
7.2.4 Sublandlord reserves the right (i) on reasonable prior notice to Subtenant (with at least 24 hours advance notice except in the caser of an emergency), to inspect the Premises, and (ii) following a default by Subtenant (beyond applicable notice and cure periods), to enter upon the Premises, with reasonable prior notice, and to take such actions or cause such things to be done as may be necessary or appropriate in order to cure any Subtenant default under this Sublease or under the Master Lease. All such sums paid, and all reasonable costs and expenses of performing any such cure, shall be deemed additional Rent payable by Subtenant to Sublandlord upon demand, together with interest thereon at the Default Rate specified in Article 25 of the Master Lease from the date of invoice to Subtenant until repaid.
7.2.5 Sublandlord shall use commercially reasonable efforts to deliver to Subtenant a copy of a Statement (as defined in Section 4.4.1 of the Master Lease) within ten (10) business days after receipt of same from Landlord. Within thirty (30) days after Subtenant’s receipt of such Statement, should Subtenant have a reasonable basis to audit such Statement in accordance with Section 4.4.3 of the Master Lease, Subtenant may deliver a written request by Subtenant forto Sublandlord to cause Sublandlord to exercise the right to audit Landlord’s books and records, or for the use by Subtenant ofbenefit of Subtenant, additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated pursuant to and in accordance with after-hour HVAC usage and overstandard electrical charges).Section 4.4.3
Appears in 1 contract
Compliance with Master Lease. (a) 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, done or omit to do, do any act which may result in a violation of or a default under any of the terms and conditions of the Master Lease, including, without limitation, surrendering possession of the Subleased Premises to Sublandlord no later than the expiration or termination date of the Master Lease, or render Sublandlord liable for any damage, charge or expense thereunder. Sublandlord and Subtenant will indemnify, defend protect each covenants and agrees to indemnify the other against and hold Sublandlord the other harmless from and against any claim, demand, action, proceeding, suit, liability, loss, costjudgment, damage or liability expense (including reasonable attorneys’ ' fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant’s the indemnifying party's failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease. Sublandlord convenants and agrees (x) to comply with all provisions of the Master Lease applicable , except to the Subleased Premises so as to not cause an Event of Default under extent resulting from the Master Lease with respect to this Sublease, (y) not to enter into any agreement amending indemnified party's negligence or modifying the Master Lease in a way that would adversely affect Subtenant’s rights under this Sublease, or (z) not to terminate the Master Lease other than a termination expressly permitted pursuant to the terms of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breachwillful misconduct. 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 the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, for additional or over-standard Building services (other than those required under the Master Lease) from Landlord (for example, but not by way of limitation, e.g. charges associated with after-after hour HVAC usage and overstandard electrical charges).
(b) Subtenant agrees that Sublandlord shall not be required to perform any of the covenants, agreements and/or obligations of Landlord under Sections 11, 15, 16, 17 and 25 of the Master Lease and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under Sections 11, 15, 16, 17 and 25 of the Master Lease by Landlord, Sublandlord agrees to, and Subtenant acknowledges and agrees that Sublandlord shall, use its reasonable efforts to cause Landlord to perform such covenants, agreements and obligations thereunder, which, however, shall not include exercising its remedies under Section 20.2 of the Master Lease. Sublandlord shall not be responsible for any failure or 5 7 interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Subtenant's obligations under this Sublease, except to the extent Sublandlord is entitled to the abatement of rent with respect to the Subleased Premises under the Master Lease, including without limitation under Sections 11.2, 16.1, 17.2 or 22 of the Master Lease, or (ii) liability on the part of Sublandlord, except to the extent caused by Sublandlord's negligence or willful misconduct. Notwithstanding the foregoing, Sublandlord shall promptly take such action as may reasonably be indicated, under the circumstances, to remedy such failure or interruption upon Subtenant's request to Sublandlord to do so and shall thereafter diligently prosecute such performance on the part of Landlord.
Appears in 1 contract
Compliance with Master Lease. Subtenant will occupy the Subleased Premises in accordance with the terms Except as otherwise provided (or reasonably inferred) within this Sublease, all of the Master Lease and will not suffer to be doneterms, or omit to doprovisions, 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 reasonable attorneys’ fees) of any kind or nature arising out of, by reason of, or resulting from, Subtenant’s failure to perform or observe any of the terms covenants and conditions of the Master Lease or are incorporated herein by reference and hereby made a part of and are superior to this Sublease. Sublandlord convenants As between Sublessor and Sublessee, Sublessee hereby assumes and agrees (x) to comply with fully perform all provisions of the Master Lease applicable to obligations of Sublessor as the Subleased Premises so as to not cause an Event of Default Tenant under the Master Lease with respect to this Sublease, (y) not to enter into any agreement amending or modifying the Master Lease in a way that would adversely affect Subtenant’s rights under this Sublease, or (z) not to terminate the Master Lease other than (i) the payment of Base Rent thereunder; (ii) the Sublessor obligations referenced in Section 2; and (iii) obligations, if any, referenced on Schedule 7.2 attached hereto and by this reference made a termination expressly permitted pursuant part hereof. Neither Sublessee nor Sublessor shall have any liability to one another, however, for a breach of any covenant, condition or agreement to be observed by Master Landlord under the terms Master Lease. Sublessee shall obtain and maintain all insurance of the type and coverages specified in the Master Lease to be obtained by the Sublessor under the Master Lease, in the amounts not less than those specified in the Master Lease. All liability policies of insurance obtained by Sublessee shall name Master Landlord and Sublessor and any mortgagee or beneficiary under a partial termination that does not adversely affect Subtenantdeed of trust or mortgage encumbering the Premises or the Land and any ground lessor of the Land as additional insureds, and all property policies shall name Master Landlord as additional loss payee. Sublessee’s rights under this Sublease (collectively, the “Modification Covenants”)insurance shall be primary over Master Landlord’s and Sublessor’s insurance. In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of addition to its rights and remedies at equity and under applicable law with respect to such breach. Any other provision in this Sublease delivery prior to the contrary notwithstandingSublease Commencement Date, Subtenant Sublessee shall pay deliver to Sublandlord as Rent hereunder any Sublessor, upon written request, certificates reflecting that Sublessee has obtained and all sums which Sublandlord may be is maintaining the required to pay insurance coverages in the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated with after-hour HVAC usage and overstandard electrical charges)appropriate amounts.
Appears in 1 contract
Samples: Sublease (Xos, Inc.)
Compliance with Master Lease. During the Sublease Term, Subtenant agrees to perform and comply with, for the benefit of Sublandlord and Landlord, the obligations of Sublandlord, as “Tenant,” under the Master Lease, as they pertain to the Subleased Premises, to the extent such obligations are incorporated herein, except where Sublandlord has expressly retained such obligations. Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the Master Lease as incorporated herein and will not suffer to be done, done or omit to do, do any act which may result in a violation of or a default under any of the terms and conditions of the Master Lease. Provided that Subtenant is not in default under this Sublease, Sublandlord agrees that it will comply with the terms of the Master Lease and will not suffer to be done or render Sublandlord liable for omit to do any damage, charge act which may result in a violation of or expense thereundera default under any of the terms and conditions of the Master Lease. Subtenant will indemnify, defend protect further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from and against any claim, demand, action, proceeding, suit, liability, loss, costjudgment, damage or liability expense (including reasonable attorneys’ fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant’s 's failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease. Sublandlord convenants and agrees (x) to comply with all provisions will indemnify Subtenant for its breach of the Master Lease applicable to the Subleased Premises so as to not cause an Event of Default obligations under the Master Lease with respect not caused by Subtenant; or, if Subtenant was not the sole cause of the breach but contributed thereto, Sublandlord’s indemnification shall only apply to this Sublease, (y) that portion of the breach which was not to enter into any agreement amending or modifying the Master Lease in a way that would adversely affect result of Subtenant’s rights under this Sublease, or (z) not to terminate the Master Lease other than a termination expressly permitted pursuant to the terms of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breachcontribution. 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 the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, for additional or over-standard Building services from Landlord, and which Landlord bills to Sublandlord (for example, but not by way of limitatione.g., charges associated with afternon-hour HVAC usage and overstandard electrical chargesscheduled common area maintenance).
Appears in 1 contract
Samples: Sublease Agreement
Compliance with Master Lease. (a) 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, done or omit to do, 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. .
(b) Subtenant will indemnify, defend protect and hold agrees that Sublandlord harmless from and against any loss, cost, damage or liability (including reasonable attorneys’ fees) of any kind or nature arising out of, by reason of, or resulting from, Subtenant’s failure shall not be required to perform or observe any of the terms and conditions covenants, agreements and/or obligations of Landlord under the Master Lease or this Sublease. and, insofar as any of the covenants, agreements and obligations of Sublandlord convenants and agrees (x) hereunder are required to comply with all provisions of be performed under the Master Lease by Landlord thereunder, Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Landlord for such performance. Notwithstanding anything to the contrary in this Sublease or the Master Lease, Sublandlord shall not be responsible for any warranty, maintenance, replacement or repair obligations of Landlord under the Master Lease, or for any obligation of Landlord to clean up hazardous materials as provided in the Master Lease, or for the performance of any other work of the Landlord under the Master Lease. Any obligation of Landlord under the Master Lease to carry insurance shall not be applicable to or binding upon Sublandlord. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Subtenant’s obligations under this Sublease, except to the extent provided in the Master Lease, and to the extent applicable to the Subleased Premises so as to not cause an Event of Default under the Master Lease with respect to this Sublease, (y) not to enter into any agreement amending or modifying the Master Lease in a way that would adversely affect Subtenant’s rights under this SubleasePremises, or (zii) not liability on the part of Sublandlord. Notwithstanding the foregoing, Sublandlord shall promptly take such action as may reasonably be indicated, under the circumstances, to terminate the Master Lease other than a termination expressly permitted pursuant to the terms of the Master Lease or a partial termination that does not adversely affect secure such performance from Landlord upon Subtenant’s rights under this Sublease request to Sublandlord to do so.
(collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. c) Any other provision in this Sublease to the contrary notwithstanding, Subtenant shall pay to Sublandlord as Rent hereunder any and all sums sums, which Sublandlord may be required to pay the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, for additional or over-standard Building services from Landlord (for exampleLandlord, but not by way of including, without limitation, charges associated with after-hour HVAC usage and overstandard electrical charges), or arising out of a request by Subtenant for alterations or additions to the Subleased Premises. Subtenant also agrees to notify Sublandlord prior to requesting any such service or work, and acknowledges that any alterations or additions to the Subleased Premises shall be subject to Sublandlord’s prior written consent.
Appears in 1 contract
Compliance with Master Lease. (a) 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, done or omit to do, 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. .
(b) Subtenant will indemnify, defend protect and hold agrees that Sublandlord harmless from and against any loss, cost, damage or liability (including reasonable attorneys’ fees) of any kind or nature arising out of, by reason of, or resulting from, Subtenant’s failure shall not be required to perform or observe any of the terms and conditions covenants, agreements and/or obligations of the Master Lease or this Sublease. Sublandlord convenants and agrees (x) to comply with all provisions of the Master Lease applicable to the Subleased Premises so as to not cause an Event of Default Landlord under the Master Lease with respect and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to this Sublease, (y) not to enter into any agreement amending or modifying be performed under the Master Lease in a way by Landlord thereunder, Subtenant acknowledges and agrees that would adversely affect Sublandlord shall be entitled to look to Landlord for such performance. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Subtenant’s rights obligations under this Sublease, except to the extent provided in the Master Lease, or (zii) not liability on the part of Sublandlord. Notwithstanding the foregoing, Sublandlord shall promptly take such action as may reasonably be indicated, under the circumstances, to terminate the Master Lease other than a termination expressly permitted pursuant to the terms of the Master Lease or a partial termination that does not adversely affect secure such performance upon Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. Any other provision in this Sublease to the contrary notwithstanding, Subtenant shall pay request to Sublandlord as Rent hereunder any to do so and all sums which Sublandlord may be required to pay shall thereafter diligently prosecute such performance on the Landlord arising out part of a request by Subtenant for, or the use by Subtenant of, additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated with after-hour HVAC usage and overstandard electrical charges)Landlord.
Appears in 1 contract
Samples: Sublease Agreement (Zoran Corp \De\)
Compliance with Master Lease. Subtenant 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 the Master Lease, or render Sublandlord liable for any damage, charge or expense thereunderthereunder that is not contemplated pursuant to the terms of this Sublease. Sublandlord will occupy the Master Lease 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 the Master Lease, or render Subtenant liable for any damage, charge or expense thereunder that is not contemplated pursuant to the terms of this Sublease. Subtenant will indemnify, defend protect and hold Sublandlord harmless from and against any loss, cost, damage or liability (including reasonable attorneys’ fees) of any kind or nature 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 applicable to its occupancy of the Subleased Premises or this Sublease. Sublandlord convenants will indemnify, defend protect and agrees hold Subtenant harmless from and against any loss, cost, damage or liability (xincluding attorneys’ fees) of any kind or nature arising out of, by reason of, or resulting from, Sublandlord’s failure to comply with all provisions perform or observe any of the terms and conditions of the Master Lease applicable (except to the Subleased Premises so as to not cause an Event of Default under the Master Lease with respect to this Sublease, (y) not to enter into any agreement amending or modifying the Master Lease in a way that would adversely affect Subtenant’s rights under this Sublease, or (z) not to terminate the Master Lease other than a termination expressly permitted extent such performance has been assumed by Subtenant pursuant to the terms of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”Sublease). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. 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 the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, additional or over- standard Building services from Landlord (for example, but not by way of limitation, charges associated with after-hour HVAC usage and overstandard electrical charges). Any other provision in this Sublease to the contrary notwithstanding, Sublandlord shall pay to Landlord any and all sums which Sublandlord may be required to pay Landlord arising out of a request by Sublandlord for, or the use by Sublandlord of, additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated with after-hour HVAC usage and overstandard electrical charges).
Appears in 1 contract
Samples: Sublease (Traeger, Inc.)
Compliance with Master Lease. During the Sublease Term, Subtenant agrees to perform and comply with, for the benefit of Sublandlord and Landlord, the obligations of Sublandlord, as "Tenant," under the Master Lease, as they pertain to the Subleased Premises, to the extent such obligations are incorporated herein, except where Sublandlord has expressly retained such obligations. Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the Master Lease as incorporated herein and will not suffer to be done, done or omit to do, do any act which may result in a violation of or a default under any of the terms and conditions of the Master Lease. Provided that Subtenant is not in default under this Sublease, Sublandlord agrees that it will comply with the terms of the Master Lease and will not suffer to be done or render Sublandlord liable for omit to do any damage, charge act which may result in a violation of or expense thereundera default under any of the terms and conditions of the Master Lease. Subtenant will indemnify, defend protect further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from and against any claim, demand, action, proceeding, suit, liability, loss, costjudgment, damage or liability expense (including reasonable attorneys’ ' fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant’s 's failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease. Sublandlord convenants and agrees (x) to comply with all provisions will indemnify Subtenant for its breach of the Master Lease applicable to the Subleased Premises so as to not cause an Event of Default obligations under the Master Lease with respect to this Subleasenot caused by Subtenant; or, (y) if Subtenant was not to enter into any agreement amending or modifying the Master Lease in a way that would adversely affect Subtenant’s rights under this Sublease, or (z) not to terminate the Master Lease other than a termination expressly permitted pursuant to the terms sole cause of the Master Lease or a partial termination breach but contributed thereto, Sublandlord's indemnification shall only apply to that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach portion of the Modification Covenants, Subtenant expressly reserves all breach which was not a result of its rights and remedies at equity and under applicable law with respect to such breachSubtenant's contribution. 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 the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, for additional or over-standard Building services from Landlord, and which Landlord bills to Sublandlord (for example, but not by way of limitatione.g., charges associated with after-hour HVAC usage and overstandard electrical chargesnon- scheduled common area maintenance).
Appears in 1 contract
Samples: Sublease Agreement (E Loan Inc)
Compliance with Master Lease. (a) 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, done or omit to do, do any act which may will result in a violation of or a default under any of the terms and conditions of the Master Lease, including, without limitation, surrendering possession of the Subleased Premises to Sublandlord no later than the expiration or termination date of the Master Lease, or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant will indemnify, defend protect further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from and against any claim, demand, action, proceeding, suit, liability, loss, costjudgment, damage or liability expense (including reasonable attorneys’ attorneys fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant’s 's failure to perform or observe any of the terms and conditions of the Master Lease (to the extent that Subtenant is obligated hereby to perform such matters) or this Sublease. Sublandlord convenants and agrees (x) to comply with all provisions of the Master Lease applicable to the Subleased Premises so as to not cause an Event of Default under the Master Lease with respect to this Sublease, (y) not to enter into any agreement amending or modifying the Master Lease in a way that would adversely affect Subtenant’s rights under this Sublease, or (z) not to terminate the Master Lease other than a termination expressly permitted pursuant to the terms of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. 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 the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, for additional or over-standard Building services from Landlord (for example, but not by way of limitation, e.g. charges associated with after-hour HVAC usage and overstandard electrical charges).
(b) Subtenant agrees that Sublandlord shall not be required to perform any of the covenants, agreements and/or obligations of Landlord under the Master Lease and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the Master Lease by Landlord thereunder, Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Landlord for such performance. Sublandlord shall not be responsible for any failure or interruption, for any reason 4 whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Subtenant's obligations under this Sublease, or (ii) liability on the part of Sublandlord. Notwithstanding the foregoing, Sublandlord shall promptly take such action as may reasonably be indicated, under the circumstances, to secure such performance upon Subtenant's request to Sublandlord to do so and shall thereafter diligently prosecute such performance on the part of Landlord.
Appears in 1 contract
Compliance with Master Lease. (a) Subtenant acknowledges that Subtenant has reviewed and is familiar with all of the terms, agreements, covenants and conditions of the Master Lease.
(b) This Sublease is and shall be at all times be subject and subordinate to the Master Lease.
(c) Under the Master Lease, Sublandlord must obtain the consent of Landlord to any subletting. This Sublease shall not be effective unless, within fifteen (15) days after the execution of this Sublease by Subtenant and Sublandlord, Landlord signs and delivers to Sublandlord and Subtenant a consent to this Sublease. In the event that Landlord does not deliver such consent, this Sublease shall terminate, the Security Deposit shall be refunded to Subtenant, and neither party shall have any liability to the other for anything arising out of or connected with this Sublease.
(d) Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the Master Lease and perform and comply with, for the benefit of Sublandlord and Landlord, the obligations of Sublandlord under the Master Lease, which pertain to the Premises or this Sublease. Subtenant will not suffer to be done, done or omit to do, do any act which may result in a violation of or a default under any of the terms and conditions of the Master Lease, including without limitation surrendering possession of the Premises to Sublandlord no later than the expiration or termination date of the Sublease, or render Sublandlord liable for any damage, charge or expense thereunder. .
(e) Subtenant will indemnify, defend protect further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from and against any claim, demand, action, proceeding, suit, liability, loss, costjudgment, damage or liability expense (including including, but not limited to, reasonable attorneys’ ' fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant’s 's failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease. .
(f) Sublandlord convenants and agrees to indemnify Subtenant against and hold Subtenant harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (xincluding, but not limited to, reasonable attorneys' fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Sublandlord's failure to comply with all provisions perform or observe any of the Master Lease applicable to the Subleased Premises so as to not cause an Event of Default under the Master Lease with respect to this Sublease, (y) not to enter into any agreement amending or modifying the Master Lease in a way that would adversely affect Subtenant’s rights under this Sublease, or (z) not to terminate the Master Lease other than a termination expressly permitted pursuant to the terms and conditions of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. 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 the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated with after-hour HVAC usage and overstandard electrical charges)Sublease.
Appears in 1 contract
Compliance with Master Lease. (a) During the Term and for all periods thereafter with respect to obligations which arise prior to the termination of this Sublease, Subtenant will shall perform and comply with, for the benefit of Sublandlord and Master Landlord, the obligations of Tenant under the Master Lease which pertain to the Sublease Premises and/or this Sublease. Without limiting the generality of the foregoing statement, Subtenant shall occupy and use the Subleased Sublease Premises in accordance compliance with the terms of the Master Lease applicable to the Sublease Premises, and will not suffer to be done, do or omit to do, permit any act or omission 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 charge, lien, penalty or expense thereunder. To the extent that Subtenant will indemnifymakes any payment of Rent or performs any of its obligations hereunder directly to or for Master Landlord, Subtenant shall deliver to Sublandlord a copy of any such payments and such evidence that such other obligations have been performed as Sublandlord may reasonably request from time to time. If Subtenant fails to pay any amount or perform any other obligations required to be paid or performed by Subtenant under this Sublease, after notice and the expiration of any applicable cure period, Sublandlord may make such payment or perform such obligation, in which case Subtenant shall, on Sublandlord’s demand, reimburse Sublandlord for all reasonable costs and expenses actually incurred by Sublandlord.
(b) Subtenant agrees that Sublandlord shall not be required to perform any of the obligations, agreements or undertakings of Master Landlord under the Master Lease. Insofar as any of the obligations, agreements or undertakings of Sublandlord under this Sublease are required to be performed under the Master Lease by Master Landlord, Sublandlord, upon Subtenant's written request, shall use reasonable efforts to seek and obtain such performance thereof but shall otherwise have no duty, obligation or liability with respect to the failure of Master Landlord to do so. This Sublease shall remain in full force and effect notwithstanding Master Landlord’s failure or refusal to comply with any such obligations, agreements or undertakings. At Subtenant's request, Sublandlord shall assign to Subtenant any cause of action Sublandlord may have against Master Landlord as a result of Master Landlord's breach or default under the Master Lease which has caused damage to Subtenant, to the extent such assignment does not impair Sublandlord's right to pursue any claims it may have against Master Landlord for damages that Sublandlord may have incurred. Alternatively, at Sublandlord's election following Subtenant's request, Sublandlord consents to be named as a plaintiff in any action or proceeding that Subtenant may elect to bring against Master Landlord as a result of Master Landlord's breach or default under the Master Lease which has caused damage to Subtenant, to the extent such action or proceeding does not impair Sublandlord's right to pursue any claims it may have against Master Landlord for damages that Sublandlord may have incurred. Subtenant shall indemnify and, at Sublandlord's request and with counsel approved by Sublandlord, defend protect Sublandlord and hold Sublandlord harmless its parents, subsidiaries and affiliates, now or hereafter existing, and their respective officers, directors, shareholders, partners, members, representatives, managers, employees, agents, successors and assigns from and against any lossall losses, costcosts, damage or liability (including damages, expenses and liabilities, including, without limitation, reasonable attorneys’ fees) ' fees and costs (collectively, "Liabilities"), which any such indemnified person or entity may incur or pay out by reason of any kind or nature arising out of, such assignment by reason ofLandlord, or resulting fromby Sublandlord being named as a party in such action or proceeding, Subtenant’s failure or as a result of any cross-complaint brought against any such indemnified party in such action or proceeding; provided, however, that such indemnity shall not apply to perform Liabilities suffered or observe any incurred as a result of the terms and conditions of the Master Lease or this Sublease. Sublandlord convenants and agrees (x) to comply with all provisions of the Master Lease applicable to the Subleased Premises so as to not cause an Event of Default by Sublandlord under the Master Lease, or the tortious conduct of any such indemnified party, to the extent such Liabilities are not caused by or the result of any act or omission of Subtenant. Without limiting the foregoing, Subtenant shall reimburse Sublandlord, within fifteen (15) days after demand, all reasonable costs incurred by Sublandlord in seeking and obtaining Master Landlord's performance under the Master Lease for the benefit of Subtenant.
(c) Each party agrees to promptly deliver to the other party a copy of all notices received by such party with respect to this Sublease, (y) not to enter into the Sublease Premises from Master Landlord or any agreement amending or modifying the Master Lease in a way that would adversely affect Subtenant’s rights under this Sublease, or (z) not to terminate the Master Lease other than a termination expressly permitted pursuant to the terms of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”)governmental agency. In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. 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 the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated with after-hour HVAC usage and overstandard electrical charges)12.
Appears in 1 contract
Samples: Sublease Agreement (Deltagen Inc)
Compliance with Master Lease. (a) 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, done or omit to do, 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 will indemnify, defend protect further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from and against any claim, demand, action, proceeding, suit, liability, loss, costjudgment, damage or liability expense (including reasonable attorneys’ ' fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant’s 's failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease. Sublandlord convenants and agrees (x) to comply with all provisions of the Master Lease applicable to the Subleased Premises so as to not cause an Event of Default under the Master Lease with respect to this Sublease, (y) not to enter into any agreement amending or modifying the Master Lease in a way that would adversely affect Subtenant’s rights under this Sublease, or (z) not to terminate the Master Lease other than a termination expressly permitted pursuant to the terms of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. Any other provision in this Sublease to the contrary notwithstanding, Subtenant shall pay to Sublandlord as Rent Rental hereunder any and all sums which Sublandlord may be required to pay the to Landlord arising out of a request by Subtenant for, or the use by Subtenant of, for additional or over-standard Building services from Landlord (for example, but not by way of limitation, e.g. charges associated with after-hour HVAC usage and overstandard electrical chargesusage).
(b) Subtenant agrees that Sublandlord shall not be required to perform any of the covenants, agreements and/or obligations of Landlord under the Master Lease and any obligation of Sublandlord which is contained in this Sublease by the incorporation by reference of the provisions of the Master Lease may be observed or performed by Sublandlord using reasonable efforts to cause Landlord to observe and/or perform the same (provided, such efforts are at no cost to Sublandlord), and Sublandlord shall have a reasonable time to enforce its rights to cause such observance or performance. Sublandlord shall not be required to furnish, supply or install anything under any article of the Master Lease incorporated herein by reference which is to be furnished, supplied or installed by Landlord. If Sublandlord fails, after using reasonable efforts, to cause Landlord to observe and/or perform any of its obligations under the Master Lease with respect to the Subleased Premises, Subtenant shall have the right, upon notice to Sublandlord, and at Subtenant's sole cost and expense, to bring an action in Sublandlord's name, to accomplish such purpose. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by the Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Subtenant's obligations under this Sublease, or (ii) liability on the part of Sublandlord; provided, however, that if Subtenant brings an action in Sublandlord's name against Landlord as provided above, then, to the extent any judgment in such action requires Landlord to pay any costs, expenses or damages, or grant any abatement, diminution or reduction of obligations, in respect of the Subleased Premises, the same shall accrue to the benefit of Subtenant if and when any such payment is made by Landlord or any such abatement, diminution or reduction goes into effect.
Appears in 1 contract
Compliance with Master Lease. (a) Subtenant agrees that it will use and occupy the Subleased Premises for general office use and ancillary uses only, and in accordance with the terms of the Master Lease Lease, and will not suffer to be done, done or omit to do, 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 will indemnify, defend protect further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from and against any claim, demand, action, proceeding, suit, liability, loss, costjudgment, damage or liability expense (including reasonable attorneys’ attorneys fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant’s 's failure to perform or observe any of the applicable terms and conditions of the Master Lease or this Sublease. Sublandlord convenants and agrees (x) to comply with all provisions of the Master Lease applicable to the Subleased Premises so as to not cause an Event of Default under the Master Lease with respect to this Sublease, (y) not to enter into any agreement amending or modifying the Master Lease in a way that would adversely affect Subtenant’s rights under this Sublease, or (z) not to terminate the Master Lease other than a termination expressly permitted pursuant to the terms of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. 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 the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, for additional or over-standard Building services from Landlord (for example, but not by way of limitation, e.g. charges associated with after-hour HVAC usage and overstandard electrical charges).
(b) Subtenant agrees that Sublandlord shall not be required to perform any of the covenants, agreements and/or obligations of Landlord under the Master Lease and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the Master Lease by Landlord thereunder, Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Landlord for such performance. Sublandlord agrees to use commercially reasonable efforts to cause Landlord to perform its obligations under the Master Lease. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Subtenant's obligations under this Sublease, or (ii) liability on the part of Sublandlord, except that, to the extent Sublandlord is entitled to any abatement, diminution or reduction of Sublandlord's obligation to pay rent under the Master Lease, Subtenant's rent under this Sublease shall be proportionately abated, diminished or reduced, to the extent applicable to the Subleased Premises.
Appears in 1 contract
Compliance with Master Lease. Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the Master Lease and each party agrees that it will not suffer to be done, do or omit to do, do or permit 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 or Subtenant liable for any damage, charge or expense thereunder. Except as otherwise expressly provided herein, Sublandlord will perform its covenants and obligations under the Master Lease which do not require for their performance possession of the Subleased Premises and which are not otherwise to be performed hereunder by Subtenant will indemnify, defend protect on behalf of Sublandlord. Each party further covenants and agrees to indemnify the other party against and hold Sublandlord the other harmless from and against any claim, demand, action, proceeding, suit, liability, loss, costjudgment, damage or liability expense (including reasonable attorneys’ attorneys fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenantsuch party’s failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease. Sublandlord convenants and agrees (x) to comply with all provisions of the Master Lease applicable to the Subleased Premises so as to not cause an Event of Default under the Master Lease with respect to this Sublease, (y) not to enter into any agreement amending or modifying the Master Lease in a way that would adversely affect Subtenant’s rights under this Sublease, or (z) not to terminate the Master Lease other than a termination expressly permitted pursuant to the terms of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. 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 the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated with after-hour HVAC usage and overstandard electrical charges)) and Sublandlord agrees to cooperate with Subtenant in requesting such additional services.
Appears in 1 contract
Samples: Sublease Agreement (Wageworks, Inc.)
Compliance with Master Lease. (a) 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, done or omit to do, 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 will indemnify, defend protect further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from and against any claim, demand, action, proceeding, suit, liability, loss, costjudgment, damage or liability expense (including reasonable 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. , provided that in no event shall Subtenant be liable for the payment of any Base Rent (as such term is defined in the Master Lease) due under the Master Lease.
(b) Subtenant agrees that Sublandlord convenants and agrees (x) shall not be required to comply with all provisions perform any of the Master Lease applicable to the Subleased Premises so as to not cause an Event covenants, agreements and/or obligations of Default Landlord under the Master Lease with respect and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to this Sublease, (y) not to enter into any agreement amending or modifying be performed under the Master Lease in a way by Landlord thereunder, Subtenant acknowledges and agrees that would adversely affect Sublandlord shall be entitled to look to Landlord for such performance. In addition, Sublandlord shall have no obligation to perform any improvements or repairs or any other obligation of Landlord under the Master Lease. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Subtenant’s rights obligations under this Sublease, except to the extent such event results in an abatement, diminution or reduction of Sublandlord’s obligations under the Master Lease, or (zii) not liability on the part of Sublandlord. Notwithstanding any provision of this Section 5.2(b) to terminate the contrary, upon Subtenant’s request to Sublandlord to do so, Sublandlord shall promptly take all actions reasonably necessary under the circumstances in a good faith effort to secure performance by Landlord of Landlord’s obligations under the Master Lease other than a termination expressly permitted pursuant to the terms of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease Lease.
(collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. Any c) Without limiting any other provision in of this Sublease to the contrary notwithstandingSublease, Subtenant shall pay to Sublandlord as Rent hereunder any and all sums which Sublandlord may be required to pay to Landlord under the Landlord Master Lease with respect to personal property or similar taxes assessed on Subtenant’s equipment, furniture, fixtures and personal property, obligations arising out of a request by Subtenant for, or the use by Subtenant of, additional or over-standard Building services from Landlord (for exampleincluding, but not by way of limitationlimited to, charges associated with after-hour hours HVAC usage and overstandard electrical charges), charges arising out of a request by Subtenant for alterations or additions to the Premises, charges for additional keys, and any other expenses, taxes and charges payable by the tenant under the Master Lease with respect to the Premises, provided that Subtenant is not obligated to pay any Base Rent (as defined in the Master Lease) due under the Master Lease and is only obligated to pay Building Direct Expenses to the extent provided in Section 3.2 above. Subtenant also agrees to notify Sublandlord prior to requesting any such service or work. Sublandlord represents and warrants that other than Base Rent, Tenant’s Share of increases in Building Direct Expenses, and the telecommunications license fee referenced in Section 3.3 above, Tenant is not obligated to pay any other regularly recurring fees or charges under the Master Lease.
(d) Sublandlord represents and warrants that as of the date of this Sublease, Sublandlord is not in default of its obligations under the Master Lease. Sublandlord agrees that it will not (i) 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 (provided, however, that the foregoing shall in no event include any act or omission of Subtenant or any employee, agent, contractor or invitee of Subtenant), (ii) enter into any agreement or amendment that terminates or modifies the Master Lease in any respect, or (iii) exercise any right under the Master Lease, without the prior written consent of Subtenant, that will result in a termination or modification of the Master Lease. Sublandlord further covenants and agrees to indemnify Subtenant against and hold harmless Subtenant from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including reasonable attorneys’ fees) and damages incurred by Subtenant and arising out of, by reason of, or resulting from, Sublandlord’s breach or default under this Sublease (including any breach or default of clause (i), (ii) or (iii) of this Section 5.2(d)), or under the Master Lease (except to the extent such breach or default under the Master Lease is the result of a breach or default by Subtenant under this Sublease).
Appears in 1 contract
Samples: Sublease (Ecotality, Inc.)
Compliance with Master Lease. (a) Subtenant 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 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 reasonable attorneys’ fees) of any kind or nature 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. Sublandlord convenants and agrees (x) to comply with all provisions of the Master Lease applicable to the Subleased Premises so as to not cause an Event of Default under the Master Lease with respect to this Sublease, (y) not to enter into any agreement amending or modifying the Master Lease in a way that would adversely affect Subtenant’s rights under this Sublease, or (z) not to terminate the Master Lease other than a termination expressly permitted pursuant to the terms of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. 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 the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated with after-hour HVAC usage and overstandard electrical charges).
(b) Sublandlord shall (1) comply with its obligations under the Master Lease during the Term, including but not limited to curing Sublandlord’s defaults of the provisions therein, and (2) indemnify Subtenant against and hold Subtenant harmless from (x) any loss, cost, damage or liability incurred by Subtenant and arising from Sublandlord’s default under the Master Lease, provided that such default is not the result of an act or omission on the part of Subtenant or any employee, contractor or invitee of Subtenant in violation of the Master Lease or this Sublease, or (y) from Claims (as defined in the Master Lease) based on the negligent or willful acts or omissions of Sublandlord or its authorized representatives. Sublandlord agrees that it will not amend or modify in any way or knowingly take or fail to take any action under the Master Lease which would amplify or add to Subtenant’s obligations hereunder or adversely affect Subtenant’s rights under this Sublease. Without limitation, Sublandlord agrees that it will not terminate the Master Lease without the prior written consent of Subtenant; provided that the foregoing will not be construed from preventing Subtenant from terminating the Master Lease in the event of casualty or condemnation if Subtenant has a right to do so under the Master Lease. Sublandlord represents to Subtenant that, as of the Effective Date, (i) the Master Lease is in full force and effect, (ii) Sublandlord is not in default under the Master Lease, (iii) Landlord is not in default under the Master lease; (iv) Sublandlord has not received any notice from the Landlord or governmental authorities that (z) the Building is the subject of any pending condemnation or eminent domain proceeding or (zz) the Subleased Premises is not in compliance with applicable laws (as enacted and enforceable as of the Effective Date of this Sublease) in any material manner.
Appears in 1 contract
Samples: Sublease (Glu Mobile Inc)
Compliance with Master Lease. (a) Subtenant acknowledges that Subtenant has reviewed and is familiar with all of the terms, agreements, covenants and conditions of the Master Lease.
(b) This Sublease is and shall be at all times be subject and subordinate to the Master Lease. Subject to Section 9.3, Sublandlord agrees to (i) maintain the Master Lease during the term of this Sublease, (ii) pay all Rent required under the Master Lease in accordance with its terms, and (iii) to perform all of its obligations under the Master Lease that Subtenant has not assumed under this Sublease. Notwithstanding the foregoing sentence, Sublandlord shall not be liable to Subtenant for any early termination of the Master Lease unless such early termination is due to Sublandlord's breach under the Master Lease.
(c) Under Section 17 of the Master Lease, Sublandlord must obtain the consent of Master Landlord to this Sublease. This Sublease shall not be effective unless, within fifteen (15) days after the execution of this Sublease by Subtenant and Sublandlord, Master Landlord signs and delivers to Sublandlord and Subtenant a consent to this Sublease. In the event that Master Landlord does not deliver such consent, this Sublease shall terminate, the Security Deposit shall be refunded to Subtenant, and neither party shall have any liability to the other for anything arising out of or connected with this Sublease.
(d) Subtenant agrees that it will occupy the Subleased Sublet Premises in accordance with the terms of the Master Lease and perform and comply with, for the benefit of Sublandlord and Master Landlord, the obligations of Sublandlord under the Master Lease which pertain to the Sublet Premises of this Sublease, other than the payment of Rent. Subtenant will not suffer to be done, done or omit to do, do any act which may result in a violation of or a default under any of the terms and conditions of the Master Lease, including without limitation surrendering possession of the Sublet Premises to Sublandlord no later than the expiration or termination date of the Sublease, or render Sublandlord liable for any damage, charge charges or expense expenses thereunder. .
(e) Subtenant will indemnify, defend protect further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from and against any claim, demand, action, proceeding, suit, liability, loss, costjudgement, expense (including, but not limited to, reasonable attorney's fees) and damage or liability (including reasonable attorneys’ feescollectively, "Loss") of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant’s 's failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease. Sublandlord convenants and agrees (x) to comply with all provisions of the Master Lease applicable to the Subleased Premises so as to not cause an Event of Default under the Master Lease with respect to this Sublease, (y) not to enter into any agreement amending or modifying the Master Lease in a way that would adversely affect Subtenant’s rights under this Sublease, or (z) not to terminate the Master Lease other than a termination expressly permitted pursuant to the terms of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to unless such breach. 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 the Landlord arising Loss arises out of a request by Subtenant for, or results from the use by Subtenant of, additional negligence or over-standard Building services from Landlord (for example, but not by way willful misconduct of limitation, charges associated with after-hour HVAC usage and overstandard electrical charges)Sublandlord.
Appears in 1 contract
Samples: Sublease Agreement (Jni Corp)
Compliance with Master Lease. (a) Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the Master Lease and will not knowingly suffer to be done, done or omit to do, 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 will indemnify, defend protect further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from and against any claim, demand, action, proceeding, suit, liability, loss, costjudgment, damage or liability expense (including reasonable attorneys’ feesfees and disbursements) 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. Sublandlord convenants covenants and agrees to indemnify Subtenant against and hold Subtenant harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (xincluding reasonable attorneys’ fees and disbursements) to comply with all provisions and damages of the Master Lease applicable to any kind or nature whatsoever which Subtenant may incur or pay out by reason of (i) any acts, omissions or gross negligence of Sublandlord in or about the Subleased Premises so as (except to not cause an Event of Default the extent caused by Subtenant’s negligence), or (ii) any breach or default by Sublandlord under the Master Lease with respect to or this Sublease.
(b) Subtenant agrees that Sublandlord shall not be required to perform any of the covenants, (y) not to enter into any agreement amending or modifying agreements and/or obligations of Landlord under the Master Lease in a way and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the Master Lease by Landlord thereunder, Subtenant acknowledges and agrees that would adversely affect Sublandlord shall be entitled to look to Landlord for such performance. In addition, Sublandlord shall have no obligation to perform any improvements or repairs or any other obligation of Landlord under the Master Lease. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied to the Master Lease Premises by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any abatement, diminution or reduction of Subtenant’s rights obligations under this Sublease, or (z) not any liability on the part of Sublandlord unless such failure or interruption is caused by Sublandlord; provided, however, if Sublandlord is entitled to terminate any rent abatement or reduction under the Master Lease, then Subtenant shall be entitled to the same rights as Sublandlord under this Sublease with respect to the Subleased Premises. Notwithstanding the foregoing, Sublandlord shall use commercially reasonable efforts to keep the Master Lease other than a termination expressly permitted pursuant in effect, and provided that there is no uncured default hereunder by Subtenant, upon Subtenant’s request to Sublandlord to do so, Sublandlord shall use commercially reasonable efforts, as reasonably indicated under the terms circumstances, to obtain the performance by Landlord of its obligations under the Master Lease and/or to obtain the consent or approval of Landlord of any action Subtenant desires to take that requires such consent or approval; provided, however, if Landlord defaults under the Master Lease or a partial termination that does not adversely affect Subtenantfails to perform any of its obligations under the Master Lease after receipt of written notice from Sublandlord of such failure, Sublandlord shall either institute legal proceedings against Landlord directly, or assign to Sublandlord’s rights under this Sublease (collectively, the “Modification Covenants”)Master Lease to Subtenant to the extent necessary to permit Subtenant to institute legal proceedings against the Landlord to obtain performance of Landlord’s obligations under the Master Lease. In If Sublandlord fails to abide by the event that Sublandlord is provision set forth in breach of the Modification Covenantsprevious sentence, Subtenant expressly reserves shall have the right to take such action and institute legal proceedings in the name of Sublandlord, and for the purpose and to such extent, all of its rights and remedies at equity of Sublandlord under the Master Lease are hereby conferred upon and assigned to Subtenant. Subtenant hereby waives and releases any right it may have under applicable law with respect to such breach. make repairs at Sublandlord’s expense.
(c) Any other provision in this Sublease to the contrary notwithstanding, Subtenant shall pay to Sublandlord as additional Rent hereunder any and all sums which Sublandlord may be required to pay to Landlord under the Landlord arising out of Master Lease with respect to the Subleased Premises to the extent attributable to the Subtenant.
(d) Sublandlord reserves the right (i) on not less than one (1) day’s written notice to Subtenant, to inspect the Subleased Premises, and (ii) following a request default by Subtenant for(beyond applicable notice and cure periods), or to enter upon the Subleased Premises, with reasonable prior notice, and to take such actions or cause such things to be done as may be necessary or appropriate in order to cure any Subtenant default under this Sublease or under the Master Lease. All such sums paid, and all reasonable costs and expenses of performing any such act, shall be deemed additional Rent payable by Subtenant to Sublandlord upon demand, together with interest thereon at a rate of ten percent (10%) from the date of the expenditure until repaid.
(e) Subtenant shall have no responsibility or liability for (i) making improvements or alterations to the Subleased Premises in order to comply with changes in laws unless such improvements are necessitated by Subtenant’s alterations or particular use of the Subleased Premises, or (ii) any non-compliance with any laws or requirements that are in existence as of the Commencement Date of this Sublease. In no event shall Subtenant be responsible or liable for any structural improvements or modifications to the Subleased Premises or the Building or any base building upgrades. Subtenant shall have no obligation to repair or restore the Building or the Subleased Premises in the event of any casualty or governmental taking, or the use by Subtenant of, additional payment of any costs relating to the repair or over-standard restoration of the Building services from Landlord (for example, but not by way as a result of limitation, charges associated with after-hour HVAC usage and overstandard electrical charges)such casualty or taking.
Appears in 1 contract
Samples: Sublease (Minerva Surgical Inc)
Compliance with Master Lease. Subtenant 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 the Master Lease, or render Sublandlord liable for any damage, charge or expense thereunder. Except to the extent caused by the gross negligence or willful misconduct of Sublandlord, its agents, employees or contractors, Subtenant will indemnify, defend protect and hold Sublandlord harmless from and against any loss, cost, damage or liability (including reasonable attorneys’ fees) of any kind or nature arising out of, by reason of, or resulting from, (i) Subtenant’s failure to perform or observe any of the terms and conditions of (x) the Master Lease which are Subtenant’s obligation to perform or observe pursuant to this Sublease, or (y) this Sublease, or (ii) any accident, damage or injury to any person or property occurring in, on or about the Subleased Premises after the Early Access Date, or any work done in or to the Subleased Premises after the Early Access Date; or (iii) the negligent acts or omissions of Subtenant, its agents, employees, or contractors. Except to the extent caused by the negligence or willful misconduct of Subtenant, its agents, employees or contractors, Sublandlord will indemnify, protect and hold Subtenant harmless from and against any loss, cost, damage or liability (including reasonable attorneys’ fees) of any kind or nature arising out of, by reason of, or resulting from, (i) Sublandlord’s failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease. Sublandlord convenants and agrees (x) to comply with all provisions of the Master Lease applicable to the Subleased Premises so as to not cause an Event of Default under the Master Lease with respect to this Sublease, (y) not to enter into any agreement amending or modifying the Master Lease in a way that would adversely affect unless caused by Subtenant’s rights breach or default under this Sublease) or of this Sublease beyond any applicable notice and cure periods, or (zii) not to terminate the Master Lease other than a gross negligence or willful misconduct of Sublandlord, its agents, employees or contractors. The indemnifications in this Section 5(b) will survive the expiration or sooner termination expressly permitted pursuant to the terms of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breachSublease. 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 the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated with after-hour hours HVAC usage and overstandard electrical charges).
Appears in 1 contract
Samples: Sublease (89bio, Inc.)
Compliance with Master Lease. (a) During the Term and for all periods thereafter with respect to obligations which arise prior to the termination of this Sublease, Subtenant will shall perform and comply with, for the benefit of Sublandlord and Landlord, the obligations of Tenant under the Master Lease which pertain to the Subleased Premises and/or this Sublease. Without limiting the generality of the foregoing statement, Subtenant shall occupy and use the Subleased Premises in accordance compliance with the terms of the Master Lease applicable to the Subleased Premises, and will not suffer to be done, do or omit to do, permit any act or omission 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 charge, lien, penalty or expense thereunder. .
(b) Subtenant will indemnify, defend protect and hold agrees that Sublandlord harmless from and against any loss, cost, damage or liability (including reasonable attorneys’ fees) of any kind or nature arising out of, by reason of, or resulting from, Subtenant’s failure shall not be required to perform or observe any of the terms and conditions obligations, agreements or undertakings of Landlord under the Master Lease. Insofar as any of the Master Lease obligations, agreements or undertakings of Sublandlord under this Sublease. Sublandlord convenants and agrees (x) Sublease are required to comply with all provisions of the Master Lease applicable to the Subleased Premises so as to not cause an Event of Default be performed under the Master Lease by Landlord, Sublandlord shall use reasonable efforts to seek and obtain Landlord's performance thereof and shall otherwise have no duty, obligation or liability with respect to this SubleaseLandlord's failure to do so. Any condition resulting from a default by Landlord shall not constitute, (y) not as between Sublandlord and Subtenant, an actual or constructive eviction of Subtenant. No such default shall excuse Subtenant from the performance or observance of any of its obligations to enter into any agreement amending be performed or modifying the Master Lease in a way that would adversely affect Subtenant’s rights observed under this Sublease, or (z) not entitle Subtenant to terminate receive any reduction in or abatement of the rent provided for in this Sublease. In furtherance of the foregoing, Subtenant hereby waives any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Master Lease other than a termination expressly permitted pursuant to the terms of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. 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 the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated with after-hour HVAC usage and overstandard electrical charges)Lease.
Appears in 1 contract
Samples: Sublease Agreement (Mylex Corp)
Compliance with Master Lease. (a) 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, done or omit to do, do any act which may result in a violation of or a default under any of the terms and conditions of the Master Lease, including, without limitation, surrendering possession of the Subleased Premises to Sublandlord no later than the expiration or termination date of the Master Lease, or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant will indemnify, defend protect further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from and against any claim, demand, action, proceeding, suit, liability, loss, costjudgment, damage or liability expense (including reasonable attorneys’ attorneys fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant’s 's failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease. Sublandlord convenants and agrees (x) to comply with all provisions of the Master Lease applicable to the Subleased Premises so as to not cause an Event of Default under the Master Lease with respect to this Sublease, (y) not to enter into any agreement amending or modifying the Master Lease in a way that would adversely affect Subtenant’s rights under this Sublease, or (z) not to terminate the Master Lease other than a termination expressly permitted pursuant to the terms of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. 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 the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, for additional or over-standard Building services from Landlord (for example, but not by way of limitation, e.g. charges associated with after-hour HVAC usage and overstandard electrical charges).
(b) Subtenant agrees that Sublandlord shall not be required to perform any of the covenants, agreements and/or obligations of Landlord under the Master Lease and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the Master Lease by Landlord thereunder, Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Landlord for such performance. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Subtenant's obligations under this Sublease, or (ii) liability on the part of Sublandlord. Notwithstanding the foregoing, Sublandlord shall promptly take such action as may reasonably be indicated, under the circumstances, to secure such performance upon
Appears in 1 contract
Compliance with Master Lease. Subtenant 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 an Event of Default (as defined in the Original Master Lease) 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 reasonable attorneys’ fees) of any kind or nature 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 (unless such failure is due to Sublandlord’s breach of this Sublease or the Master Lease) or this Sublease. Sublandlord convenants will indemnify, defend protect and agrees hold Subtenant harmless from and against any loss, cost, damage or liability (xincluding reasonable attorneys’ fees) of any kind or nature arising out of, by reason of, or resulting from, Sublandlord’s failure to comply with all provisions perform or observe any of the Master Lease applicable to the Subleased Premises so as to not cause an Event of Default under the Master Lease with respect to this Sublease, (y) not to enter into any agreement amending or modifying the Master Lease in a way that would adversely affect Subtenant’s rights under this Sublease, or (z) not to terminate the Master Lease other than a termination expressly permitted pursuant to the terms and conditions of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord unless such failure is in due to Subtenant’s breach of this Sublease or the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breachMaster Lease). 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 the Landlord in accordance with the Master Lease arising out of a request by Subtenant for, or the use by Subtenant of, additional or over-standard Building services from Landlord to the extent attributable to the Subleased Premises (for example, but not by way of limitation, charges associated with after-hour HVAC usage and overstandard electrical charges).
Appears in 1 contract
Samples: Sublease (Solid Biosciences Inc.)
Compliance with Master Lease. (a) 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, done or omit to do, 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 will indemnify, defend protect further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from and against any claim, demand, action, proceeding, suit, liability, loss, costjudgment, damage or liability expense (including reasonable attorneys’ attorneys fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant’s 's failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease. Sublandlord convenants and agrees (x) to comply with all provisions of the Master Lease applicable to the Subleased Premises so as to not cause an Event of Default under the Master Lease with respect to this Sublease, (y) not to enter into any agreement amending or modifying the Master Lease in a way that would adversely affect Subtenant’s rights under this Sublease, or (z) not to terminate the Master Lease other than a termination expressly permitted pursuant to the terms of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. 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 the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, for additional or over-standard Building services from Landlord (for example, but not by way of limitation, e.g. charges associated with after-hour HVAC usage and overstandard electrical charges).
(b) Subtenant agrees that Sublandlord shall not be required to perform any of the covenants, agreements and/or obligations of Landlord under the Master Lease. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Subtenant's obligations under this Sublease, except to the extent that Sublandlord's obligations are abated, diminished or reduced under the Master Lease or (ii) liability on the part of Sublandlord. Notwithstanding the foregoing, Sublandlord shall promptly take such action as may reasonably be indicated, under the circumstances, to secure such performance upon Subtenant's request to Sublandlord to do so and shall thereafter diligently prosecute such performance on the part of Landlord.
Appears in 1 contract
Compliance with Master Lease. (a) 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, done or omit to do, 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 will indemnify, defend protect further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from and against any claim, demand, action, proceeding, suit, liability, loss, costjudgment, damage or liability expense (including reasonable attorneys’ attorneys fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant’s 's failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease. Sublandlord convenants and agrees (x) to comply with all provisions of the Master Lease applicable to the Subleased Premises so as to not cause an Event of Default under the Master Lease with respect to this Sublease, (y) not to enter into any agreement amending or modifying the Master Lease in a way that would adversely affect Subtenant’s rights under this Sublease, or (z) not to terminate the Master Lease other than a termination expressly permitted pursuant to the terms of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. 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 the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, for additional or over-standard Building services from Landlord (for example, but not by way of limitation, e.g. charges associated with after-hour HVAC usage and overstandard over standard electrical charges).
(b) Subtenant agrees that Sublandlord shall not be required to perform any of the covenants, agreements and/or obligations of Landlord under the Master Lease. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Subtenant's obligations under this Sublease (except to the extent that Sublandlord's obligations are abated, diminished or reduced under the Master Lease) or (ii) liability on the part of Sublandlord. Notwithstanding the foregoing, Sublandlord shall promptly take such action as may reasonably be indicated, under the circumstances, to secure such performance upon Subtenant's request to Sublandlord to do so and shall thereafter diligently prosecute such performance on the part of Landlord.
Appears in 1 contract
Compliance with Master Lease. (a) Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the Master Lease and will not knowingly suffer to be done, done or omit to do, 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, except for (1) any charge or expense attributable to the period prior to or after Subtenant’s occupancy of the Subleased Premises, (2) any damages, charges and expenses to the extent caused by Sublandlord under the Master Lease excluding damages, charges and expenses to the extent caused by Subtenant under this Sublease, or (3) any damages, charges and expenses arising from the gross negligence or willful misconduct of Sublandlord (the damages, charges and expenses described in the foregoing clauses (1), (2) and (3) are referred to collectively herein as the “Excluded Charges”). Subtenant will indemnify, defend protect further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from and against any claim, demand, action, proceeding, suit, liability, loss, costjudgment, damage or liability expense (including reasonable attorneys’ feesfees and disbursements) 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 (other than terms or conditions relating to payment of any Excluded Charges) or this Sublease. Sublandlord convenants covenants and agrees to indemnify Subtenant against and hold Subtenant harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (xincluding reasonable attorneys’ fees and disbursements) to comply with all provisions and damages of the Master Lease applicable to any kind or nature whatsoever which Subtenant may incur or pay out by reason of (i) any acts, omissions or gross negligence of Sublandlord in or about the Subleased Premises so as (except to not cause an Event of Default the extent caused by Subtenant’s negligence), or (ii) any breach or default by Sublandlord under the Master Lease with respect to or this Sublease.
(b) Subtenant agrees that Sublandlord shall not be required to perform any of the covenants, (y) not to enter into any agreement amending or modifying agreements and/or obligations of Landlord under the Master Lease in a way and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the Master Lease by Landlord thereunder, Subtenant acknowledges and agrees that would adversely affect Sublandlord shall be entitled to look to Landlord for such performance. In addition, Sublandlord shall have no obligation to perform any improvements or repairs or any other obligation of Landlord under the Master Lease. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied to the Premises by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any abatement, diminution or reduction of Subtenant’s rights obligations under this Sublease, or (z) not any liability on the part of Sublandlord unless such failure or interruption is caused by Sublandlord; provided, however, if Sublandlord is entitled to terminate any rent abatement or reduction under the Master Lease, then Subtenant shall be entitled to the same rights as Sublandlord under this Sublease with respect to the Subleased Premises. Notwithstanding the foregoing, Sublandlord shall use commercially reasonable efforts to keep the Master Lease other than a termination expressly permitted pursuant in effect, and provided that there is no uncured default hereunder by Subtenant, upon Subtenant’s request to Sublandlord to do so, Sublandlord shall use commercially reasonable efforts, as reasonably indicated under the terms circumstances, to obtain the performance by Landlord of its obligations under the Master Lease and/or to obtain the consent or approval of Landlord of any action Subtenant desires to take that requires such consent or approval; provided, however, if Landlord defaults under the Master Lease or a partial termination that does not adversely affect Subtenantfails to perform any of its obligations under the Master Lease after receipt of written notice from Sublandlord of such failure, Sublandlord shall either institute legal proceedings against Landlord directly, or assign Sublandlord’s rights under this Sublease (collectively, the “Modification Covenants”)Master Lease to Subtenant to the extent necessary to permit Subtenant to institute legal proceedings against the Landlord to obtain performance of Landlord’s obligations under the Master Lease. In If Sublandlord fails to abide by the event that Sublandlord is provision set forth in breach of the Modification Covenantsprevious sentence, Subtenant expressly reserves shall have the right to take such action and institute legal proceedings in the name of Sublandlord, and for the purpose and to such extent, all of its rights and remedies at equity of Sublandlord under the Master Lease are hereby conferred upon and assigned to Subtenant. Subtenant hereby waives and releases any right it may have under applicable law to make repairs at Sublandlord’s expense.
(c) Sublandlord reserves the right (i) on not less than one business days’ written notice to Subtenant, to inspect the Subleased Premises, and (ii) following a default by Subtenant (beyond applicable notice and cure periods), to enter upon the Subleased Premises, with respect reasonable prior notice, and to take such breach. Any other provision actions or cause such things to be done as may be necessary or appropriate in order to cure any Subtenant default under this Sublease or under the Master Lease. All such sums paid, and all reasonable costs and expenses of performing any such cure, shall be deemed additional Rent payable by Subtenant to Sublandlord upon demand, together with interest thereon at the Default Rate (specified in the Master Lease) from the date of invoice to Subtenant until repaid. Subtenant shall have the right to have a representative of Subtenant accompany Sublandlord’s representative during any entry by the Sublandlord upon the Subleased Premises.
(d) Subtenant shall have no responsibility or liability for (i) making improvements or alterations to the contrary notwithstandingSubleased Premises in order to comply with changes in laws unless such improvements are necessitated by Subtenant’s alterations or particular use of the Subleased Premises, or (ii) any non-compliance with any laws or requirements that are in existence as of the Commencement Date of this Sublease. In no event shall Subtenant be responsible or liable for any structural improvements or modifications to the Subleased Premises or the Building or any base building upgrades. Subtenant shall pay have no obligation to Sublandlord as Rent hereunder repair or restore the Building or the Subleased Premises in the event of any and all sums which Sublandlord may be required to pay the Landlord arising out of a request by Subtenant forcasualty or governmental taking, or the use by Subtenant of, additional payment of any costs relating to the repair or over-standard restoration of the Building services from Landlord (for example, but not by way as a result of limitation, charges associated with after-hour HVAC usage and overstandard electrical charges)such casualty or taking.
Appears in 1 contract
Samples: Sublease (Cloudera, Inc.)
Compliance with Master Lease. Notwithstanding anything to the contrary contained in this Sublease, Subtenant will occupy shall not do or permit anything to be done by its employees, agents, contractors, invitees, or any other party by, through or under Subtenant which would constitute a violation or breach of any of the Subleased Premises in accordance with the terms terms, conditions or provisions of the Master Lease and will not suffer or which would cause the Master Lease to be done, terminated or omit to do, forfeited by virtue of any act which may result rights of termination or forfeiture reserved by or vested in a violation of or a default under the Master Lease, or render Sublandlord liable for any damage, charge or expense thereunderLandlord. Subtenant will shall indemnify, defend protect and hold Sublandlord harmless from and against any lossand all losses, costclaims, damage liabilities, damages, costs or liability expenses (including including, without limitation, reasonable attorneys’ feesfees and disbursements) arising from Subtenant’s failure to perform or observe any of the terms and conditions of the Master Lease (as and to the extent incorporated herein) or this Sublease. Subtenant’s obligations and indemnity in this Section shall survive the expiration or sooner termination of this Sublease. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall not do or permit anything to be done by its employees, agents, contractors, invitees, or any other party by, through or under Sublandlord which would constitute a violation or breach of any kind of the terms, conditions or nature provisions of the Master Lease or which would cause the Master Lease to be terminated or forfeited by virtue of any rights of termination or forfeiture reserved by or vested in Master Landlord. Sublandlord shall indemnify, defend and hold Subtenant harmless from and against any and all losses, claims, liabilities, damages, costs or expenses (including, without limitation, reasonable attorneys’ fees and disbursements) arising out of, by reason of, or resulting from, Subtenantfrom Sublandlord’s failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease. Sublandlord convenants and agrees (x) to comply with all provisions of the Master Lease Sublease applicable to Sublandlord. Sublandlord’s obligations and indemnity in this Section shall survive the Subleased Premises so as to not cause an Event expiration or sooner termination of Default under the Master Lease with respect to this Sublease, (y) not to enter into any agreement amending or modifying the Master Lease in a way that would adversely affect Subtenant’s rights under this Sublease, or (z) not to terminate the Master Lease other than a termination expressly permitted pursuant to the terms of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. 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 the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated with after-hour HVAC usage and overstandard electrical charges).
Appears in 1 contract
Samples: Sublease (Marchex Inc)
Compliance with Master Lease. Subtenant will occupy (a) Sublessee agrees to perform all of its obligations under the Subleased Premises Master Lease and to otherwise comply with all of the provisions thereof incorporated herein for the benefit of both Sublessor and Master Landlord and not to engage in accordance or permit any act or omission to occur which would result in or cause a default to occur under the Master Lease. Sublessor agrees to perform all of its obligations under the Master Lease and to otherwise comply with all of the terms provisions thereof and not to engage in or permit any act or omission to occur which would result in or cause a default to occur under the Master Lease. Sublessee and Sublessor each agree to indemnify and hold the other harmless from any and all losses, damages and costs (including court costs and attorney's fees) incurred as a result of any default on their part of their covenants and obligations under this Section.
(b) Without limiting the generality of the indemnity and hold harmless provision set forth in paragraph (a) of this Section or the indemnity, hold harmless and defend provisions set forth in or incorporated into this Sublease, Sublessee shall defend, with counsel approved by Sublessor, which approval shall not be unreasonably withheld, indemnify and hold harmless the Indemnified Parties from and against all claims, law suits, causes of actions, demands, judgments, damages, losses and liabilities, and all remedial, testing, investigatory, reporting, legal, consulting and court costs and expenses arising as a result of any default by Sublessee of its covenants or in the performance of its obligations under Section 5.2.2 of the Master Lease and will not suffer to be done, as incorporated into this Sublease 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 reasonable attorneys’ fees) of any kind or nature otherwise 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. Sublandlord convenants and agrees (x) to comply with all provisions of the Master Lease applicable to the Subleased Premises so as to not cause an Event of Default under the Master Lease with respect to this Subleaseor as a result of Sublessee's generation, (y) not to enter into any agreement amending use, storage or modifying disposal of Hazardous Materials in, on, under or from the Master Lease in a way that would adversely affect Subtenant’s rights Premises. Sublessee's defend, indemnification and hold harmless obligations under this Sublease, or (z) not to terminate Section shall survive the Master Lease other than a termination expressly permitted pursuant to the terms expiration of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. 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 the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated with after-hour HVAC usage and overstandard electrical charges)Term.
Appears in 1 contract
Compliance with Master Lease. (a) 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, done or omit to do, do any act which may will result in a violation of or a default under any of the terms and conditions of the Master Lease, including, without limitation, surrendering possession of the Subleased Premises to Sublandlord no later than the expiration or termination date of the Master Lease, or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant will indemnify, defend protect further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from and against any claim, demand, action, proceeding, suit, liability, loss, costjudgment, damage or liability expense (including reasonable attorneys’ attorneys fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant’s 's failure to perform or observe any of the terms and conditions of the Master Lease (to the extent that Subtenant is obligated hereby to perform such matters) or this Sublease. Sublandlord convenants and agrees (x) to comply with all provisions of the Master Lease applicable to the Subleased Premises so as to not cause an Event of Default under the Master Lease with respect to this Sublease, (y) not to enter into any agreement amending or modifying the Master Lease in a way that would adversely affect Subtenant’s rights under this Sublease, or (z) not to terminate the Master Lease other than a termination expressly permitted pursuant to the terms of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. 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 the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, for additional or over-standard Building services from Landlord (for example, but not by way of limitation, e.g. charges associated with after-hour HVAC usage and overstandard electrical charges).
(b) Subtenant agrees that Sublandlord shall not be required to perform any of the covenants, agreements and/or obligations of Landlord under the Master Lease and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the Master Lease by Landlord thereunder, Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Landlord for such performance. Sublandlord shall not be responsible for any failure or interruption, for any reason
Appears in 1 contract
Samples: Sublease Agreement (Security Dynamics Technologies Inc /De/)
Compliance with Master Lease. (a) 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, done or omit to do, do any act which may will result in a violation of or a default under any of the terms and conditions of the Master Lease, including, without limitation, surrendering possession of the Subleased Premises to Sublandlord no later than the expiration or termination date of the Master Lease, or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant will indemnify, defend protect further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from and against any claim, demand, action, proceeding, suit, liability, loss, costjudgment, damage or liability expense (including reasonable attorneys’ attorneys fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant’s 's failure to perform or observe any of the terms and conditions of the Master Lease (to the extent that Subtenant is obligated hereby to perform such matters) or this Sublease. Sublandlord convenants and agrees (x) to comply with all provisions of the Master Lease applicable to the Subleased Premises so as to not cause an Event of Default under the Master Lease with respect to this Sublease, (y) not to enter into any agreement amending or modifying the Master Lease in a way that would adversely affect Subtenant’s rights under this Sublease, or (z) not to terminate the Master Lease other than a termination expressly permitted pursuant to the terms of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. 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 the 5 Landlord arising out of a request by Subtenant for, or the use by Subtenant of, for additional or over-standard Building services from Landlord (for example, but not by way of limitatione.g., charges associated with after-hour HVAC usage and overstandard electrical charges).
(b) Subtenant agrees that Sublandlord shall not be required to perform any of the covenants, agreements and/or obligations of Landlord under the Master Lease and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the Master Lease by Landlord thereunder, Subtenant required to be performed under the Master Lease by Landlord thereunder, Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Landlord for such performance. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Subtenant's obligations under this Sublease, or (ii) liability on the part of Sublandlord. Notwithstanding the foregoing, Sublandlord shall promptly take such action as may reasonably be indicated, under the circumstances, to secure such performance upon Subtenant's request to Sublandlord to do so and shall thereafter diligently prosecute such performance on the part of Landlord.
(c) In the event that Subtenant holds over after the Expiration Date, Sublandlord shall have the same rights and remedies against Subtenant as Landlord has against Sublandlord under the Master Lease and, in addition to any damages, costs and expenses incurred by Sublandlord as a result of such holding over, Subtenant shall be liable to Sublandlord for all damages and payments that Sublandlord is liable for under the Master Lease.
Appears in 1 contract
Compliance with Master Lease. Subtenant will occupy Except as otherwise specifically set forth in this Sublease, and except for the obligation to pay the Base Rent and Additional Rent described in the Master Lease, Sublessee hereby covenants and agrees to comply with and perform all obligations of Sublessor under the Master Lease pertaining to the Subleased Premises Premises, including, without limitation, all repair obligations, all insurance obligations, all obligations to pay utility charges and taxes, and all indemnification obligations of Sublessor thereunder, and any liability accruing from failure to pay same when due thereunder. Sublessee shall not do anything (nor permit anything to be done) which would cause the Master Lease to be terminated or forfeited for any reason. In the event of the termination of Sublessor’s interest as tenant under the Master Lease, then this Sublease shall terminate automatically upon such termination without any liability of either Sublessor or Master Lessor to Sublessee (provided that the indemnity obligations set forth in accordance with Article VIII below shall expressly survive any such termination). Sublessee represents and warrants to Sublessor that Sublessee has read and understands the Master Lease. Sublessee agrees that whenever the consent of Master Lessor is required under the terms of the Master Lease with respect to any action, Sublessee shall obtain the consent of Sublessor and of Master Lessor prior to taking such action. With the exception of the payment of Base Rent and Additional Rent, if the Master Lease requires Sublessor to perform a specific obligation(s) thereunder on or before a certain date (or within a certain period of time), and if Sublessee is required to perform a similar obligation(s) under this Sublease, then Sublessee shall perform such obligation(s) at least two (2) days prior to the date required under the Master Lease (or, if applicable, Sublessee shall perform such obligation(s) within a time period which is two (2) days less than the time period provided in the Master Lease). Sublessee hereby covenants and agrees to promptly deliver to Sublessor copies of any and all notices or other correspondence received by Sublessee from Master Lessor that might affect Sublessor in any manner and further agrees, notwithstanding Section 10.04 below to the contrary, to so deliver same in the manner most appropriate to insure that Sublessor will not suffer be able to respond to any of such notices or other correspondence from the Master Lessor within any time periods set forth in the Master Lease. Sublessor hereby covenants and agrees to promptly deliver to Sublessee copies of any and all notices or other correspondence received by Sublessor from Master Lessor that might affect Sublessee in any manner and further agrees, notwithstanding Section 10.04 below to the contrary, to so deliver same in the manner most appropriate to insure that Sublessee will be done, able to respond to any of such notices or omit to do, other correspondence from the Master Lessor within any act which may result time periods set forth 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 reasonable attorneys’ fees) of any kind or nature 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. Sublandlord convenants and agrees (x) to comply with all provisions of the Master Lease applicable to the Subleased Premises so as to not cause an Event of Default under the Master Lease with respect to this Sublease, (y) not to enter into any agreement amending or modifying the Master Lease in a way that would adversely affect Subtenant’s rights under this Sublease, or (z) not to terminate the Master Lease other than a termination expressly permitted pursuant to the terms of the Master Lease or a partial termination that does not adversely affect Subtenant’s rights under this Sublease (collectively, the “Modification Covenants”). In the event that Sublandlord is in breach of the Modification Covenants, Subtenant expressly reserves all of its rights and remedies at equity and under applicable law with respect to such breach. 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 the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated with after-hour HVAC usage and overstandard electrical charges)otherwise take appropriate action.
Appears in 1 contract
Samples: Sublease Agreement (Sysorex, Inc.)
