Common use of Compliance with Underlying Lease Clause in Contracts

Compliance with Underlying Lease. (a) Sublessee covenants and agrees, to the extent the same relates to the Premises, to observe and perform all terms, covenants, and conditions to be performed by Sublessor, as Lessee, under the Lease, and further covenants and agrees not to do or suffer or permit anything to be done which would result in a default under or cause the Lease to be terminated. All terms, covenants, and conditions of the Lease are incorporated herein with the same force and effect as if herein set forth in full and wherever the term "Lessee" occurs in the Lease the same shall be deemed to refer to Sublessee and wherever the term "Lessor" occurs in the Lease, the same hall be deemed to refer to Sublessor, except as limited by Section 6 below. However, all grace and cure periods specified in the Lease shall, for purposes of determining compliance by Sublessee with the provisions herein, be each reduced by two (2) days. (b) Sublessor represents and warrants that, as of the date hereof and as of the date it delivers Possession to Sublessee, the Lease shall constitute the entire contractual arrangement between Lessor and Sublessor with regard to the Premises and be in full force and effect, and no default shall have occurred and be continuing thereunder. This representation and warranty shall survive the execution, delivery and performance of this Sublease. During the term of this Sublease, Sublessor shall make all payments to Lessor required under the Lease as and when due, without offset or deduction.

Compliance with Underlying Lease. (a) Sublessee covenants and agrees, to the extent the same relates to the Premises, agrees to observe and perform all of the terms, covenants, conditions, provisions and conditions agreements to be performed by Sublessor, as Lesseetenant pursuant to the Underlying Lease, under the Leaseexcept for any Excluded Provisions, and further covenants and agrees not to do or suffer or permit anything to be done which would result in a default under the Underlying Lease or cause the Underlying Lease to be terminated. All of the terms, covenants, conditions, provisions and conditions agreements of the Lease Underlying Lease, excepting any Excluded Provisions, are hereby incorporated herein with the same force and effect as if herein set forth in full and wherever (a) the term "LesseeTenant" occurs in the Lease Underlying Lease, the same shall be deemed to refer to Sublessee and wherever (b) the term "LessorPremises" occurs in the Underlying Lease, the same hall shall be deemed to refer to Sublessor, except as limited by Section 6 belowthe Demised Premises or demised premises. HoweverNotwithstanding the foregoing, all grace and cure periods specified in Article 25 of the Underlying Lease shall, for purposes of determining compliance by Sublessee with the provisions hereinhereof, be each reduced by two three (23) days. days with respect to any monetary default cure period, and by five (b5) business days with respect to any non-monetary default cure period, therein provided. The obligations of Sublessee provided above in this Article 11 shall refer only to those obligations of Sublessor represents and warrants that, as of under the date hereof and as of the date it delivers Possession to Sublessee, the Underlying Lease shall constitute the entire contractual arrangement between Lessor and Sublessor with regard that relate to the Premises and be in full force and effect, and no default shall have occurred and be continuing thereunder. This representation and warranty shall survive the execution, delivery and performance of this Sublease. During the term of this Sublease, Sublessor shall make all payments to Lessor required under the Lease as and when due, without offset or deductiondemised premises.

Compliance with Underlying Lease. (a) Sublessee covenants and agrees, to the extent the same relates to the Premises, agrees to observe and perform all of the terms, covenants, conditions, provisions and conditions agreements to be performed by Sublessor, as Lesseetenant pursuant to the Underlying Lease, under the Leaseexcept for any Excluded Provisions, and further covenants and agrees not to do or suffer or permit anything to be done which would result in a default under or cause the Underlying Lease to be terminated. All of the terms, covenants, conditions, provisions and conditions agreements of the Lease Underlying Lease, excepting any Excluded Provisions, are hereby incorporated herein with the same force and effect as if herein set forth in full and wherever the term "LesseeTenant" occurs in the Lease Underlying Lease, the same shall be deemed to refer to Sublessee and wherever the term "Lessor" occurs in the Lease, the same hall be deemed to refer to Sublessor, except as limited by Section 6 belowSublessee. However, all grace and cure periods specified in the Underlying Lease shall, for purposes of determining compliance by Sublessee with the provisions hereinhereof, be each reduced by two five (25) days. . In relation to Sublessee performing the obligations of Sublessor, as tenant pursuant tote Underlying Lease, said obligations shall be those of Sublessor in relation to the demised premises. Sublessee shall and hereby does indemnify, defend and hold Sublessor harmless from and against any and all actions, claims, demands, damages, liabilities and expenses asserted against, imposed upon or incurred by Sublessor by reason of (a) any violation caused, suffered or permitted by Sublessee, its agents, contractors, servants, licensees, employees or invitees, of any of the terms, covenants, conditions, provisions or agreements of the Underlying Lease, and (b) Sublessor represents and warrants that, as any damage or injury to persons or property occurring upon or in connection with the use or occupancy of the date hereof and as of the date it delivers Possession to Sublessee, the Lease shall constitute the entire contractual arrangement between Lessor and Sublessor with regard to the Premises and be in full force and effect, and no default shall have occurred and be continuing thereunder. This representation and warranty shall survive the execution, delivery and performance of this Sublease. During the term of this Sublease, Sublessor shall make all payments to Lessor required under the Lease as and when due, without offset or deductiondemised premises.

Compliance with Underlying Lease. (a) Sublessee covenants Subtenant shall not cause or allow any undue waste or other deterioration on the Sublease Premises or Premises and agrees, shall comply with all applicable laws and ordinances respecting the use and occupancy of the Sublease Premises or Premises relating to matters not covered elsewhere in this Sublease. This Sublease and Subtenant's rights under this Sublease shall at all times be subject and subordinate to the extent the same relates to the Premises, to observe and perform all terms, covenants, and conditions to be performed by Sublessor, as Lessee, under the Underlying Lease, and further Subtenant shall otherwise abide by all of the terms of the Underlying Lease, with respect to the Sublease Premises and its use of the Premises. The Subtenant covenants and agrees not to do or suffer or permit anything to be done which would result use the Sublease Premises in a default under or cause accordance with the Lease to be terminated. All terms, covenants, terms and conditions of the Underlying Lease and further covenants not to do any act which will result in violation of the terms of the Underlying Lease. In furtherance of the foregoing, the parties hereby confirm each to the other, that it is not practical in this Sublease agreement to enumerate all of the rights and obligations of the various parties under the Underlying Lease and specifically to allocate those rights and obligations in this Sublease. Accordingly, in order to afford to Subtenant the benefits of this Sublease and of those provisions of the Underlying Lease which, by their nature are incorporated herein intended to benefit the party in possession of the Premises, and in order to protect Tenant against a default by Subtenant which might cause a default or event of default by Sublandlord under the Underlying Lease, the following privileges shall apply. Notwithstanding the above, any terms in this Sublease that are inconsistent with the same Underlying Lease shall govern and control the rights and obligations of and between Tenant and Subtenant. Provided Subtenant shall timely pay all rent when and as due under this Sublease, Tenant shall pay when and as due all base rent, additional rent and other charges payable by Tenant to Landlord under the Underlying Lease, Tenant shall perform its covenants and obligations under the Underlying Lease which do not require for their performance possession of the Sublease Premises and which are not otherwise to be performed hereunder by Subtenant on behalf of Tenant. For example, but not in limitation, Tenant shall at all times keep in full force and effect all insurance required of Tenant as if herein set forth in full tenant under the Underlying Lease. Tenant hereby grants to Subtenant the right to receive all of the services and wherever benefits with respect to the term "Lessee" occurs Sublease Premises which are provided by Landlord under the Underlying Lease. Tenant shall have no duty to perform any obligations of Landlord which are, by their nature, the obligation of an owner or manager of real property. Tenant shall have no responsibility for or be liable to Subtenant for any default, failure or delay on the part of Landlord in the performance or observance by Landlord of any of its obligations under the Underlying Lease, nor shall such default by Landlord affect his Sublease or waive or defer the performance of any of Subtenant's obligations hereunder except to the extent that such default by Landlord excuses performance by Tenant, under the Underlying Lease. Subtenant's sole recourse for a violation of the Underlying Lease by Tenant, except for payment permitted under Section 3, is termination of this Sublease in the event the Underlying Lease is terminated or the use of the Sublease Premises is interrupted by the Landlord as a result thereof. As they apply to the Sublease Premises or Subtenant's use, Subtenant shall perform all affirmative covenants and shall refrain from performing any act which is prohibited by the negative covenants of the Underlying Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Sublease Premises. If practicable, Subtenant shall perform affirmative covenants which are also covenants of Tenant under the Underlying Lease at least three (3) days prior to the date when Tenant's performance is required under the Underlying Lease. Notwithstanding anything to the contrary contained in this Sublease, but without limitation of Subtenant's obligation to pay rent hereunder, Subtenant shall have no obligation to pay Total Rent due from Tenant under the Underlying Lease. Tenant shall have the right to enter the Sublease Premises to cure any default by Subtenant under this Section. Without limitation of the foregoing, Subtenant shall not violate the Underlying Lease, nor shall Subtenant knowingly permit any act or omission to occur upon the Sublease Premises which violates the Prime Lease. Notwithstanding anything to the contrary contained herein, Subtenant and Tenant agree to indemnify the other for and to hold the other harmless from all costs and expenses of any nature whatsoever (including without limitation reasonable attorneys' fees) related to any violation of this Section 7, unless the same arises due to the acts or omissions of the other. Subtenant acknowledges that any termination of the Underlying Lease shall extinguish this Sublease. Landlord's consent to this Sublease (i) shall not make Landlord a party to this Sublease, (ii) shall not create any privity of contract between Landlord and Subtenant or other contractual liability or duty on the part of the Landlord to the Subtenant, (iii) shall not constitute Landlord's consent or waiver of consent to any subsequent sublease or sub- sublease, and (iv) shall not in any manner increase, decrease or otherwise affect the rights and obligations of Landlord and Tenant under the Underlying Lease, in respect to the Sublease Premises. Any term of this Sublease that in any way conflict with or alters the provisions of the Underlying Lease shall be deemed of no effect as to refer Landlord, and Landlord shall not assume any obligations as landlord under the Sublease, and Subtenant shall not acquire any rights under the Sublease directly assertable against Landlord under the Underlying Lease. Subtenant hereby expressly agrees to Sublessee and wherever be bound by the term "Lessor" occurs following provisions of the Agreement: (a) Paragraph 4(c) -- That, in the Leaseinterest of public health, the same hall use -------------- of lighted tobacco products will not be deemed to refer to Sublessor, except as limited by Section 6 below. However, all grace and cure periods specified permitted in buildings upon the Lease shall, for purposes of determining compliance by Sublessee with the provisions herein, be each reduced by two (2) daysleased premises. (b) Sublessor represents Paragraph 4(g) -- Xxxxxxx assures that it will undertake an -------------- Affirmative Action program as required by CFR Part 152, Sub-part E, to insure that no person shall on the grounds of race, creed, color, national origin, handicap or sex be excluded from participating in any employment activities on the leased premises covered in 14 CFR, Part 152, Sub-part X. Xxxxxxx assures that no person shall be excluded on these grounds from participating in, or receiving the services or benefits of, any program or activity on the leased premises covered by this sub-part. Xxxxxxx assures that it will require that its covered sub-organizations provide assurance that they similarly will undertake Affirmative Action programs, and warrants thatthat they will require assurance from their sub- organizations, as of the date hereof and as of the date it delivers Possession to Sublesseerequired by 14 CFR, the Lease shall constitute the entire contractual arrangement between Lessor and Sublessor with regard part 152, Sub-part E, to the Premises and be in full force and effect, and no default shall have occurred and be continuing thereunder. This representation and warranty shall survive same effect for their respective operations on the execution, delivery and performance of this Sublease. During the term of this Sublease, Sublessor shall make all payments to Lessor required under the Lease as and when due, without offset or deductionleased premises.

Compliance with Underlying Lease. (a) Sublessee covenants and agrees, to the extent the same relates to the Premises, agrees to observe and perform all of the terms, covenants, conditions, provisions and conditions agreements to be performed by Sublessor, as Lesseetenant pursuant to the Underlying Lease, under the Leaseexcept for any Excluded Provisions, and further covenants and agrees not to do or suffer or permit anything to be done which would result in a default under or cause the Underlying Lease to be terminated. All of the terms, covenants, conditions, provisions and conditions agreements of the Lease Underlying Lease, excepting any Excluded Provisions, are hereby incorporated herein with the same force and effect as if herein set forth in full and wherever the term "Lessee" “Tenant” occurs in the Lease Underlying Lease, the same shall be deemed to refer to Sublessee and wherever Sublessee. Notwithstanding the term "Lessor" occurs in the Lease, the same hall be deemed to refer to Sublessor, except as limited by Section 6 below. Howeverforegoing, all grace and cure periods specified in the Underlying Lease shall, for purposes of determining compliance by Sublessee with the provisions hereinhereof, be each reduced by two five (25) days. (b) Sublessor represents and warrants that. In relation to Sublessee performing the obligations of Sublessor, as of the date hereof and as of the date it delivers Possession to Sublessee, the Lease shall constitute the entire contractual arrangement between Lessor and Sublessor with regard tenant pursuant to the Premises and Underlying Lease, said obligations shall be those of Sublessor in full force and effect, and no default shall have occurred and be continuing thereunder. This representation and warranty shall survive relation to the execution, delivery and performance of this Sublease. During the term of this Sublease, Sublessor shall make all payments to Lessor required under the Lease as and when due, without offset or deductiondemised premises.