ENTIRE AGREEMENT/MISCELLANEOUS. A. This Sublease shall be governed by and construed in accordance with the law of the State of New York without regard to the conflicts of law principles thereof. B. The section headings in this Sublease are inserted only as a matter of convenience for reference and are not to be given any effect in construing this Sublease. C. If any of the provisions of this Sublease or the application thereof to any person or circumstance shall, to any extent, held to be invalid or unenforceable, the remainder of this Sublease shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. D. All of the terms and provisions of this Sublease shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. E. All prior negotiations and agreements relating to this Sublease and the Premises are merged into this Sublease. This Sublease may not be amended, modified or terminated, in whole or in part, nor may any of the provisions be waived, except by a written instrument executed by the party against whom enforcement of such amendment, modification, termination or waiver is sought and unless the same is permitted under the terms and provisions of the Prime Lease. F. This Sublease shall have no binding force and effect and shall not confer any rights or impose any obligations upon either party unless and until both parties have executed and delivered same Under no circumstances shall the submission of this Sublease in draft form by or to either party be deemed to constitute an offer for the subleasing of the Premises. G. This Sublease and all the obligations of Subtenant to pay Rental and perform all of its other covenants and agreements hereunder shall in no way be affected, impaired, delayed or excused because Sublandlord or Prime Landlord are unable to fulfill any of their respective obligations hereunder, either explicit or implicit, or if Sublandlord or Prime Landlord is prevented or delayed from so doing, in either case by reason of strikes or labor trouble or by accident or by act of God or by any cause whatsoever reasonably beyond Sublandlord’s or Prime Landlord’s control. H. Each and every right and remedy of Sublandlord and Subtenant under this Sublease shall be cumulative and in addition to every other right and remedy herein contained or now or hereafter, existing at law or in equity, by statute or otherwise. I. At any time and from time to time either party shall, within fifteen (15) days after a written request by the other, execute, acknowledge and deliver to the requesting party a written statement certifying (i) that this Sublease has not been modified and is in full force and effect or, if modified, that this Sublease is in full force and effect as modified, and specifying such modifications, (ii) the dates to which the Fixed Rent and Additional Rent and other charges have been paid, (iii) that to the best of the certifying party’s knowledge, no defaults exists under this Sublease or, if any do exist, the nature of such default and (iv) as to such other matters as Sublandlord or Subtenant may reasonably, request J. Subtenant agrees that in executing this Sublease, it has not relied upon any statements, representations, covenants or warranties made by Sublandlord or any person acting on behalf of Sublandlord other than those, if any, expressly set forth in this Sublease and on such investigations, examinations and inspections as Subtenant has chosen to make or has made. K. This Agreement may be executed in counterparts each of which, when executed, shall be deemed to be an original and all of which shall be deemed to be one and the same instrument. L. If in Sublandlord’s reasonable opinion, a cure of a non-monetary default by Subtenant under this Sublease is possible, but cannot, without due diligence, be accomplished within the applicable time period described herein or in the Prime Lease, then Subtenant shall have such additional time as is reasonably necessary to complete such cure provided Subtenant promptly commences to cure such default and proceeds with diligence to complete such cure as soon thereafter as reasonably possible, and provided further, that in each such instance, such cure shall be completed prior to the expiration of any cure period permitted under the Prime Lease. M. Whenever in this Agreement Sublandlord’s consent is required, such consent shall not be unreasonably withheld, delayed or conditioned.
Appears in 2 contracts
Samples: Sublease Agreement, Sublease Agreement (Getty Images Inc)
ENTIRE AGREEMENT/MISCELLANEOUS. A. (A) This Sublease shall be governed by and construed in accordance with the law laws of the State of New York without regard to the conflicts of law principles thereof.
B. (B) The section paragraph headings in this Sublease are inserted only as a matter of convenience for reference and are not to be given any effect in construing this Sublease.
C. (C) If any of the provisions of this Sublease or the application thereof to any person or circumstance shallshall be, to any extent, held to be invalid or unenforceable, the remainder of this Sublease shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.
D. (D) All of the terms and provisions of this Sublease shall be binding upon and and, except as prohibited by Article 13 hereof, inure to the benefit of the parties hereto and their respective permitted successors and assigns.
E. (E) All prior negotiations and agreements relating to this Sublease and the Premises demised premises are merged into this Sublease. This Sublease may not be amended, modified or terminated, in whole or in part, nor may any of the provisions be waived, except by a written instrument executed by the party against whom enforcement of such amendment, modification, termination or waiver is sought and unless the same is permitted under the terms and provisions of the Prime Underlying Lease.
F. (F) Each person executing this Sublease hereby represents and warrants that he or she is a duly authorized representative of Sublessor or Sublessee, as the case may be, and has full authority to execute and deliver this Sublease.
(G) This Sublease shall have no binding force and effect and shall not confer any rights or impose any obligations upon either party unless and until both parties have executed it and Sublessor shall have obtained Underlying Landlord's written consent to this Sublease pursuant to the provisions hereof and delivered same to Sublessee an executed copy of such consent. Under no circumstances shall the submission of this Sublease in draft form by or to either party be deemed to constitute an offer for the subleasing of the Premisesdemised premises.
G. (H) This Sublease may be executed in several counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
(I) This Sublease and all the obligations of Subtenant Sublessee to pay Rental fixed rent and additional rent and perform all of its other covenants and agreements hereunder shall in no way be affected, impaired, delayed or excused because Sublandlord Sublessor or Prime Underlying Landlord are unable to fulfill any of their respective obligations hereunder, either explicit or implicit, if Sublessor or if Sublandlord or Prime Underlying Landlord is prevented or delayed from so doing, in either case doing by reason of strikes or labor trouble or by accident or by act accident, adjustment of God insurance or by any cause whatsoever reasonably beyond Sublandlord’s Sublessor's or Prime Underlying Landlord’s 's control.
H. (J) Each and every right and remedy of Sublandlord and Subtenant Sublessor under this Sublease shall be cumulative and in addition to every other right and remedy herein contained or now or hereafter, hereafter existing at law or in equity, by statute or otherwise.
I. (K) At any time and from time to time either party Sublessee shall, within fifteen ten (1510) days after a written request by the otherSublessor, execute, acknowledge and deliver to the requesting party Sublessor a written statement certifying (i) that this Sublease has not been modified and is in full force and effect or, if modified, that this Sublease is in full force and effect as modified, and specifying such modificationsmodification(s), (ii) the dates to which the Fixed Rent fixed rent and Additional Rent additional rent and other charges have been paid, (iii) that that, to the best of the certifying party’s Sublessee's knowledge, no defaults exists exist under this Sublease or, if any do exist, the nature of such default default(s) and (iv) as to such other matters as Sublandlord or Subtenant Sublessor may reasonably, reasonably request
J. Subtenant agrees that in executing this Sublease, it has not relied upon any statements, representations, covenants or warranties made by Sublandlord or any person acting on behalf of Sublandlord other than those, if any, expressly set forth in this Sublease and on such investigations, examinations and inspections as Subtenant has chosen to make or has made.
K. This Agreement may be executed in counterparts each of which, when executed, shall be deemed to be an original and all of which shall be deemed to be one and the same instrument.
L. If in Sublandlord’s reasonable opinion, a cure of a non-monetary default by Subtenant under this Sublease is possible, but cannot, without due diligence, be accomplished within the applicable time period described herein or in the Prime Lease, then Subtenant shall have such additional time as is reasonably necessary to complete such cure provided Subtenant promptly commences to cure such default and proceeds with diligence to complete such cure as soon thereafter as reasonably possible, and provided further, that in each such instance, such cure shall be completed prior to the expiration of any cure period permitted under the Prime Lease.
M. Whenever in this Agreement Sublandlord’s consent is required, such consent shall not be unreasonably withheld, delayed or conditioned.
Appears in 2 contracts
Samples: Sublease Agreement (Individual Investor Group Inc), Sublease Agreement (Individual Investor Group Inc)
ENTIRE AGREEMENT/MISCELLANEOUS. A. This Sublease shall be governed by and construed in accordance with the law of the State of New York Connecticut without regard to the conflicts of law principles thereof.
B. The section headings in this Sublease are inserted only as a matter of convenience for reference and are not to be given any effect in construing this Sublease.
C. If any of the provisions of this Sublease or the application thereof to any person or circumstance shall, to any extent, held to be invalid or unenforceable, the remainder of this Sublease shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.
D. All of the terms and provisions of this Sublease shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
E. All prior negotiations and agreements relating to this Sublease and the Premises are merged into this Sublease. This Sublease may not be amended, modified or terminated, in whole or in part, nor may any of the provisions be waived, except by a written instrument executed by the party against whom enforcement of such amendment, modification, termination or waiver is sought and unless the same is permitted under the terms and provisions of the Prime Lease.
F. This Sublease shall have no binding force and effect and shall not confer any rights or impose any obligations upon either party unless and until both parties have executed it and Sublandlord shall have obtained Prime Landlord’s written consent to this Sublease and delivered same to Subtenant an executed copy of such consent. Under no circumstances shall the submission of this Sublease in draft form by or to either party be deemed to constitute an offer for the subleasing of the Premises.
G. This Sublease and all the obligations of Subtenant to pay Rental and perform all of its other covenants and agreements hereunder shall in no way be affected, impaired, delayed or excused because Sublandlord or Prime Landlord are unable to fulfill any of their respective obligations hereunder, either explicit or implicit, or if Sublandlord or Prime Landlord is prevented or delayed from so doing, in either case doing by reason of strikes or labor trouble or troubles by accident or by act accident, adjustment of God insurance or by any cause whatsoever reasonably beyond Sublandlord’s or Prime Landlord’s control.
H. Each and every right and remedy of Sublandlord and Subtenant under this Sublease shall be cumulative and in addition to every other right and remedy herein contained or now or hereafter, hereafter existing at law or in equity, by statute or otherwise.
I. At any time and from time to time either party shall, within fifteen ten (1510) days after a written request by the other, execute, acknowledge and deliver to the requesting party a written statement certifying (i) that this Sublease has not been modified and is in full force and effect or, if modified, that this Sublease is in full force and effect as modified, and specifying such modifications, (ii) the dates to which the Fixed Rent and Additional Base Rent and other charges have been paid, (iii) that to the best of the certifying partyCertifying Party’s actual knowledge, no defaults exists exist under this Sublease or, if any do exist, the nature of such default and (iv) as to such other matters as Sublandlord or Subtenant the requesting party may reasonably, reasonably request.
J. Subtenant agrees that in executing this Sublease, it has not relied upon any statements, representations, covenants or warranties made by Sublandlord or any person acting on behalf of Sublandlord other than those, if any, expressly set forth in this This Sublease and on such investigations, examinations and inspections as Subtenant has chosen to make or has made.
K. This Agreement may be executed in counterparts counterparts, each of which, when executed, shall be deemed to be an original and all of which shall be deemed to be an original and together which shall constitute one and the same instrument.
L. If in Sublandlord’s reasonable opinion, a cure of a non-monetary default by Subtenant under this Sublease is possible, but cannot, without due diligence, be accomplished within the applicable time period described herein or in the Prime Lease, then Subtenant shall have such additional time as is reasonably necessary to complete such cure provided Subtenant promptly commences to cure such default and proceeds with diligence to complete such cure as soon thereafter as reasonably possible, and provided further, that in each such instance, such cure shall be completed prior to the expiration of any cure period permitted under the Prime Lease.
M. Whenever in this Agreement Sublandlord’s consent is required, such consent shall not be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
ENTIRE AGREEMENT/MISCELLANEOUS. A. This Sublease shall be governed by and construed in accordance with the law laws of the State state of New York Jersey, without regard to the conflicts of law principles thereof.
B. The section paragraph headings in this Sublease are inserted only as a matter of convenience for reference and are not to be given any effect in construing this Sublease.
C. If any of the provisions of this Sublease or the application thereof to any person or circumstance shallshall be, to any extent, held to be invalid or unenforceable, the remainder of this Sublease shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.
D. All of the terms and provisions of this Sublease shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
E. All prior negotiations and agreements relating to this Sublease and the Sublet Premises are merged into this Sublease, and this Sublease contains the entire agreement of the parties with respect to the subject matter hereof. This Sublease may not be amended, modified or terminated, in whole or in part, nor may any of the provisions be waived, except by a written instrument executed by the party against whom enforcement of such amendment, modification, termination or waiver is sought and unless the same is permitted under the terms and provisions of the Prime Underlying Lease.
F. Each of Sublessor and Sublessee represents and warrants to the other that each person executing this Sublease is a duly authorized representative of Sublessor or Sublessee, as the case may be, and has full authority to execute and deliver this Sublease.
G. This Sublease shall have no binding force and effect and shall not confer any rights or impose any obligations upon either party unless and until both parties have executed it and Sublessor shall have obtained Underlying Landlord’s written consent to this Sublease pursuant to the provisions hereof and delivered same to Sublessee an executed copy of such consent. Under no circumstances shall the submission of this Sublease in draft form by or to either party be deemed to constitute an offer for the subleasing of the Sublet Premises.
G. H. This Sublease and all the obligations may be executed in several counterparts each of Subtenant to pay Rental and perform which shall be deemed an original but all of which together shall constitute one and the same instrument. Execution of this Sublease Agreement by facsimile or e-mailed signatures, shall be the equivalent of an original ink signature and shall be binding on the party that transmits its other covenants and agreements hereunder shall signature in no way be affected, impaired, delayed or excused because Sublandlord or Prime Landlord are unable to fulfill any of their respective obligations hereunder, either explicit or implicit, or if Sublandlord or Prime Landlord is prevented or delayed from so doing, in either case by reason of strikes or labor trouble or by accident or by act of God or by any cause whatsoever reasonably beyond Sublandlord’s or Prime Landlord’s controlsuch manner.
H. I. Each and every right and remedy of Sublandlord and Subtenant Sublessor under this Sublease shall be cumulative and in addition to every other right and remedy herein contained or now or hereafter, hereafter existing at law or in equity, by statute or otherwise.
I. J. At any time and from time to time either party Sublessee shall, within fifteen ten (1510) days after a written request by the otherSublessor, execute, acknowledge and deliver to the requesting party Sublessor a written statement certifying (i) that this Sublease has not been modified and is in full force and effect or, if modified, that this Sublease is in full force and effect as modified, and specifying such modificationsmodification(s), (ii) the dates to which the Fixed Rent and Additional Rent and other charges amounts have been paid, (iii) that that, to the best of the certifying partySublessee’s knowledge, no defaults exists exist under this Sublease or, if any do exist, the nature of such default default(s) and (iv) as to such other matters as Sublandlord or Subtenant Sublessor may reasonably, reasonably request
J. Subtenant agrees that in executing this Sublease, it has not relied upon any statements, representations, covenants or warranties made by Sublandlord or any person acting on behalf of Sublandlord other than those, if any, expressly set forth in this Sublease and on such investigations, examinations and inspections as Subtenant has chosen to make or has made.
K. This Agreement may be executed in counterparts each of which, when executed, shall be deemed to be an original and all of which shall be deemed to be one and the same instrument.
L. If in Sublandlord’s reasonable opinion, a cure of a non-monetary default by Subtenant under this Sublease is possible, but cannot, without due diligence, be accomplished within the applicable time period described herein or in the Prime Lease, then Subtenant shall have such additional time as is reasonably necessary to complete such cure provided Subtenant promptly commences to cure such default and proceeds with diligence to complete such cure as soon thereafter as reasonably possible, and provided further, that in each such instance, such cure shall be completed prior to the expiration of any cure period permitted under the Prime Lease.
M. Whenever in this Agreement Sublandlord’s consent is required, such consent shall not be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Samples: Sublease Agreement (Zentalis Pharmaceuticals, Inc.)
ENTIRE AGREEMENT/MISCELLANEOUS. A. This Sublease The parties acknowledge and agree that they are not relying on any representations, oral or written, other than those expressly contained herein. Except for the provisions of the Employment Letter not amended by this Amendment, (i) this Amendment supersedes all proposals, oral or written, all negotiations, conversations or discussions between the parties and all course of dealing and (ii) all prior understandings and agreements between the parties regarding employment matters are hereby merged in this Amendment, which alone is the complete and exclusive statement of their understanding as to employment. No waiver or modification of this Amendment shall be governed valid unless the same shall be in writing and signed by and construed in accordance with the law party sought to be charged therewith. Time is of the State of New York without regard to the conflicts of law principles thereof.
B. The section headings essence in this Sublease Amendment and each and every provision hereof. The parties acknowledge that they each participated in drafting this Amendment, and there shall be not presumption against any party on the ground that such party was responsible for preparing this Amendment or any part hereof. Paragraph headings are inserted for convenience of reference only as a matter of convenience for reference and are not intended to be given any effect in construing this Sublease.
C. If any of the provisions of this Sublease create substantive rights or the application thereof to any person or circumstance shall, to any extent, held to be invalid or unenforceable, the remainder of this Sublease shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.
D. All of the terms and provisions of this Sublease obligations. This Amendment shall be binding upon and inure to the benefit of Buyer, the parties hereto Company and their respective permitted successors and assigns.
E. All prior negotiations and agreements relating to this Sublease and the Premises are merged into this Sublease. This Sublease Amendment shall also be enforceable by you and your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. Buyer, the company or any successor thereto may not be amended, modified or terminated, in whole or in part, nor may assign its rights under this Amendment to any corporation which owns all of the provisions be waivedoutstanding equity of Buyer, except by a written instrument executed by the party against whom enforcement of such amendmentCompany or any successor thereto. If the foregoing accurately reflects our mutual understanding, modification, termination or waiver is sought please sign and unless return the same is permitted under the terms and provisions of the Prime Lease.
F. This Sublease shall have no binding force and effect and shall not confer any rights or impose any obligations upon either party unless and until both parties have executed and delivered same Under no circumstances shall the submission enclosed copy of this Sublease in draft form by or to either party be deemed to constitute an offer for the subleasing letter, as evidence of the Premises.
G. This Sublease and all the obligations of Subtenant to pay Rental and perform all of its other covenants and agreements hereunder shall in no way be affectedour agreement. Very truly yours, impairedInsurQuote Systems, delayed or excused because Sublandlord or Prime Landlord are unable to fulfill any of their respective obligations hereunder, either explicit or implicit, or if Sublandlord or Prime Landlord is prevented or delayed from so doing, in either case by reason of strikes or labor trouble or by accident or by act of God or by any cause whatsoever reasonably beyond Sublandlord’s or Prime Landlord’s control.
H. Each and every right and remedy of Sublandlord and Subtenant under this Sublease shall be cumulative and in addition to every other right and remedy herein contained or now or hereafter, existing at law or in equity, by statute or otherwise.
I. At any time and from time to time either party shall, within fifteen (15) days after a written request by the other, execute, acknowledge and deliver to the requesting party a written statement certifying (i) that this Sublease has not been modified and is in full force and effect or, if modified, that this Sublease is in full force and effect as modified, and specifying such modifications, (ii) the dates to which the Fixed Rent and Additional Rent and other charges have been paid, (iii) that to the best of the certifying party’s knowledge, no defaults exists under this Sublease or, if any do exist, the nature of such default and (iv) as to such other matters as Sublandlord or Subtenant may reasonably, request
J. Subtenant agrees that in executing this Sublease, it has not relied upon any statements, representations, covenants or warranties made by Sublandlord or any person acting on behalf of Sublandlord other than those, if any, expressly set forth in this Sublease and on such investigations, examinations and inspections as Subtenant has chosen to make or has made.
K. This Agreement may be executed in counterparts each of which, when executed, shall be deemed to be an original and all of which shall be deemed to be one and the same instrument.
L. If in Sublandlord’s reasonable opinion, a cure of a non-monetary default by Subtenant under this Sublease is possible, but cannot, without due diligence, be accomplished within the applicable time period described herein or in the Prime Lease, then Subtenant shall have such additional time as is reasonably necessary to complete such cure provided Subtenant promptly commences to cure such default and proceeds with diligence to complete such cure as soon thereafter as reasonably possible, and provided further, that in each such instance, such cure shall be completed prior to the expiration of any cure period permitted under the Prime Lease.
M. Whenever in this Agreement Sublandlord’s consent is required, such consent shall not be unreasonably withheld, delayed or conditioned.Inc. By: /s/ DAVIX X. XXXXXXX -----------------------------------
Appears in 1 contract
ENTIRE AGREEMENT/MISCELLANEOUS. A. (A) This Sublease shall be governed by and construed in accordance with the law laws of the State of New York without regard to the conflicts of law principles thereof.
B. (B) The section paragraph headings in this Sublease are inserted only as a matter of convenience for reference and are not to be given any effect in construing this Sublease.
C. (C) If any of the provisions of this Sublease or the application thereof to any person or circumstance shallshall be, to any extent, held to be invalid or unenforceable, the remainder of this Sublease shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.
D. (D) All of the terms and provisions of this Sublease shall be binding upon and and, except as prohibited by Paragraph 13 hereof, inure to the benefit of the parties hereto and their respective permitted successors and assigns.
E. (E) All prior negotiations and agreements relating to this Sublease and the Demised Premises are merged into this Sublease. This Sublease may not be amended, modified or terminated, in whole or in part, nor may any of the provisions be waived, except by a written instrument executed by the party against whom enforcement of such amendment, modification, termination or waiver is sought and unless the same is permitted under the terms and provisions of the Prime Underlying Lease.
F. (F) Each person executing this Sublease hereby represents and warrants that he or she is a duly authorized representative of Sublessor or Sublessee, as the case may be, and has full authority to execute and deliver this Sublease.
(G) This Sublease shall have no binding force and effect and shall not confer any rights or impose any obligations upon either party unless and until both parties have executed it and Sublessor shall have obtained Underlying Landlord's written consent to this Sublease pursuant to the provisions hereof and delivered same to Sublessee an executed copy of such consent. Under no circumstances shall the submission of this Sublease in draft form by or to either party be deemed to constitute an offer for the subleasing of the Demised Premises.
G. (H) This Sublease may be executed in several counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
(I) This Sublease and all the obligations of Subtenant Sublessee to pay Rental fixed rent and additional rent and perform all of its other covenants and agreements hereunder shall in no way be affected, impaired, delayed or excused because Sublandlord Sublessor or Prime Underlying Landlord are unable to fulfill any of their respective obligations hereunder, either explicit or implicit, if Sublessor or if Sublandlord or Prime Underlying Landlord is prevented or delayed from so doing, in either case doing by reason of strikes or labor trouble or by accident or by act accident, adjustment of God insurance or by any cause whatsoever reasonably beyond Sublandlord’s Sublessor's or Prime Underlying Landlord’s 's control.
H. (J) Each and every right and remedy of Sublandlord and Subtenant Sublessor under this Sublease shall be cumulative and in addition to every other right and remedy herein contained or now or hereafter, hereafter existing at law or in equity, by statute or otherwise.
I. (K) At any time and from time to time either party Sublessee shall, within fifteen ten (1510) days after a written request by the otherSublessor, execute, acknowledge and deliver to the requesting party Sublessor a written statement certifying (i) that this Sublease has not been modified and is in full force and effect or, if modified, that this Sublease is in full force and effect as modified, and specifying such modificationsmodification(s), (ii) the dates to which the Fixed Rent fixed rent and Additional Rent additional rent and other charges have been paid, (iii) that that, to the best of the certifying party’s Sublessee's knowledge, no defaults exists exist under this Sublease or, if any do exist, the nature of such default default(s) and (iv) as to such other matters as Sublandlord or Subtenant Sublessor may reasonably, reasonably request
J. Subtenant agrees that in executing this Sublease, it has not relied upon any statements, representations, covenants or warranties made by Sublandlord or any person acting on behalf of Sublandlord other than those, if any, expressly set forth in this Sublease and on such investigations, examinations and inspections as Subtenant has chosen to make or has made.
K. This Agreement may be executed in counterparts each of which, when executed, shall be deemed to be an original and all of which shall be deemed to be one and the same instrument.
L. If in Sublandlord’s reasonable opinion, a cure of a non-monetary default by Subtenant under this Sublease is possible, but cannot, without due diligence, be accomplished within the applicable time period described herein or in the Prime Lease, then Subtenant shall have such additional time as is reasonably necessary to complete such cure provided Subtenant promptly commences to cure such default and proceeds with diligence to complete such cure as soon thereafter as reasonably possible, and provided further, that in each such instance, such cure shall be completed prior to the expiration of any cure period permitted under the Prime Lease.
M. Whenever in this Agreement Sublandlord’s consent is required, such consent shall not be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Samples: Sublease Agreement (Pzena Investment Management, Inc.)
ENTIRE AGREEMENT/MISCELLANEOUS. A. This Sublease shall be governed by and construed in accordance with the law of the State of New York without regard to the conflicts of law principles thereof.
B. The section headings in this Sublease are inserted only as a matter of convenience for reference and are not to be given any effect in construing this Sublease.
C. If any of the provisions of this Sublease or the application thereof to any person or circumstance shall, to any extent, held to be invalid or unenforceable, the remainder of this Sublease shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.
D. All of the terms and provisions of this Sublease shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
E. All prior negotiations and agreements relating to this Sublease and the Premises are merged into this Sublease. This Sublease may not be amended, modified or terminated, in whole or in part, nor may any of the provisions be waived, except by a written instrument executed by the party against whom enforcement of such amendment, modification, termination or waiver is sought and unless the same is permitted under the terms and provisions of the Prime Lease.
F. This Sublease shall have no binding force and effect and shall not confer any rights or impose any obligations upon either party unless and until both parties have executed and delivered same Under no circumstances shall the submission of this Sublease in draft form by or to either party be deemed to constitute an offer for the subleasing of the Premises.
G. This Sublease and all the obligations of Subtenant to pay Rental and perform all of its other covenants and agreements hereunder shall in no way be affected, impaired, delayed or excused because Sublandlord or Prime Landlord are unable to fulfill any of their respective obligations hereunder, either explicit or implicit, or if Sublandlord or Prime Landlord is prevented or delayed from so doing, in either case by reason of strikes or labor trouble or by accident or by act of God or by any cause whatsoever reasonably beyond Sublandlord’s or Prime Landlord’s control.
H. Each and every right and remedy of Sublandlord and Subtenant under this Sublease shall be cumulative and in addition to every other right and remedy herein contained or now or hereafter, existing at law or in equity, by statute or otherwise.
I. At any time and from time to time either party shall, within fifteen (15) days after a written request by the other, execute, acknowledge and deliver to the requesting party a written statement certifying (i) that this Sublease has not been modified and is in full force and effect or, if modified, that this Sublease is in full force and effect as modified, and specifying such modifications, (ii) the dates to which the Fixed Rent and Additional Rent and other charges have been paid, (iii) that to the best of the certifying party’s knowledge, no defaults exists under this Sublease or, if any do exist, the nature of such default and (iv) as to such other matters as Sublandlord or Subtenant may reasonably, request
J. Subtenant agrees that in executing this Sublease, it has not relied upon any statements, representations, covenants or warranties made by Sublandlord or any person acting on behalf of Sublandlord other than those, if any, expressly set forth in this Sublease and on such investigations, examinations and inspections as Subtenant has chosen to make or has made.
K. This Agreement may be executed in counterparts each of which, when executed, shall be deemed to be an original and all of which shall be deemed to be one and the same instrument.
L. If in Sublandlord’s reasonable opinion, a cure of a non-monetary default by Subtenant under this Sublease is possible, but cannot, without due diligence, be accomplished within the applicable time period described herein or in the Prime Lease, then Subtenant shall have such additional time as is reasonably necessary to complete such cure provided Subtenant promptly commences to cure such default and proceeds with diligence to complete such cure as soon thereafter as reasonably possible, and provided further, that in each such instance, such cure shall be completed prior to the expiration of any cure period permitted under the Prime Lease.
M. Whenever in this Agreement Sublandlord’s consent is required, such consent shall not be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
ENTIRE AGREEMENT/MISCELLANEOUS. A. This Sublease shall be governed by and construed in accordance with the law laws of the State of New York York, without regard to the conflicts of law principles thereof.
B. . The section paragraph headings in this Sublease are inserted only as a matter of convenience for reference and are not to be given any effect in construing this Sublease.
C. . If any of the provisions of this Sublease or the application thereof to any person or circumstance shallshall be, to any extent, held to be invalid or unenforceable, the remainder of this Sublease shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.
D. . All of the terms and provisions of this Sublease shall be binding upon and and, except as prohibited by Paragraph 11 hereof, inure to the benefit of the parties hereto and their respective permitted successors and assigns.
E. . All prior negotiations and agreements relating to this Sublease and the Sublet Premises are merged into this Sublease. This Sublease may not be amended, modified or terminated, in whole or in part, nor may any of the provisions be waived, except by a written instrument executed by the party against whom enforcement of such amendment, modification, termination or waiver is sought and unless the same is permitted under the terms and provisions of the Prime Underlying Lease.
F. . Sublessor and Sublessee hereby represent and warrant to the other that each person executing this Sublease is a duly authorized representative of Sublessor or Sublessee, as the case may be, and has full authority to execute and deliver this Sublease. This Sublease shall have no binding force and effect and shall not confer any rights or impose any obligations upon either party unless and until both parties have executed it and Sublessor shall have obtained Underlying Landlord's written consent to this Sublease pursuant to the provisions hereof and delivered same to Sublessee an executed copy of such consent. Under no circumstances shall the submission of this Sublease in draft form by or to either party be deemed to constitute an offer for the subleasing of the Sublet Premises.
G. . This Sublease may be executed in several counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Sublease and all the obligations of Subtenant Sublessee to pay Rental Fixed Rent and Additional Rent and perform all of its other covenants and agreements hereunder shall in no way be affected, impaired, delayed or excused because Sublandlord Sublessor or Prime Underlying Landlord are unable to fulfill any of their respective obligations hereunder, either explicit or implicit, if Sublessor or if Sublandlord or Prime Underlying Landlord is prevented or delayed from so doing, in either case doing by reason of strikes or labor trouble or by accident or by act accident, adjustment of God insurance or by any cause whatsoever reasonably beyond Sublandlord’s Sublessor's or Prime Underlying Landlord’s 's control.
H. . Each and every right and remedy of Sublandlord and Subtenant either party under this Sublease shall be cumulative and in addition to every other right and remedy herein contained or now or hereafter, hereafter existing at law or in equity, by statute or otherwise.
I. . At any time and from time to time either party shall, within fifteen ten (1510) days after a written request by the other, execute, acknowledge and deliver to the requesting such party a written statement certifying (i) that this Sublease has not been modified and is in full force and effect or, if modified, that this Sublease is in full force and effect as modified, and specifying such modifications, modification(s); (ii) the dates to which the Fixed Rent and Additional Rent and other charges have been paid, ; (iii) that (in the case of a request by Sublessor only) that, to the best of the certifying party’s Sublessee's knowledge, no defaults exists exist under this Sublease or, if any do exist, the nature of such default default(s); and (iv) as to such other matters as Sublandlord or Subtenant the either party may reasonably, reasonably request
J. Subtenant agrees that in executing this Sublease, it has not relied upon any statements, representations, covenants or warranties made by Sublandlord or any person acting on behalf of Sublandlord other than those, if any, expressly set forth in this Sublease and on such investigations, examinations and inspections as Subtenant has chosen to make or has made.
K. This Agreement may be executed in counterparts each of which, when executed, shall be deemed to be an original and all of which shall be deemed to be one and the same instrument.
L. If in Sublandlord’s reasonable opinion, a cure of a non-monetary default by Subtenant under this Sublease is possible, but cannot, without due diligence, be accomplished within the applicable time period described herein or in the Prime Lease, then Subtenant shall have such additional time as is reasonably necessary to complete such cure provided Subtenant promptly commences to cure such default and proceeds with diligence to complete such cure as soon thereafter as reasonably possible, and provided further, that in each such instance, such cure shall be completed prior to the expiration of any cure period permitted under the Prime Lease.
M. Whenever in this Agreement Sublandlord’s consent is required, such consent shall not be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
ENTIRE AGREEMENT/MISCELLANEOUS. A. This Sublease shall be governed by and construed in accordance with the law of the State of New York without regard to the conflicts of law principles thereof.
B. The section headings in this Sublease are inserted only as a matter of convenience for reference and are not to be given any effect in construing this Sublease.
C. If any of the provisions of this Sublease or the application thereof to any person or circumstance shall, to any extent, held to be invalid or unenforceable, the remainder of this Sublease shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.
D. All of the terms and provisions of this Sublease shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
E. C. All prior negotiations and agreements relating to this Sublease and the Premises are merged into this Sublease. This Sublease may not be amended, modified or terminated, in whole or in part, nor not may any of the provisions be waived, except by a written instrument executed by the party against whom enforcement of such amendment, modification, termination or waiver is sought and unless the same is permitted under the terms and provisions of the Prime Lease.
F. D. This Sublease shall have no binding force and effect and shall not confer any rights or impose any obligations upon either party unless and until both parties have executed it and Sublandlord shall have obtained Prince Landlord's written consent to this Sublease and delivered same to Subtenant an executed copy of such consent. Under no circumstances shall the submission of this Sublease in draft form by or to either party be deemed to constitute an offer for the subleasing of the Premises.
G. E. This Sublease and all the obligations of Subtenant to pay Rental and perform all of its other covenants and agreements hereunder shall in no way be affected., impaired, delayed or excused because Sublandlord or Prime Landlord are unable to fulfill any of their respective obligations hereunder, either explicit or implicit, or if Sublandlord or Prime Landlord is prevented presented or delayed from so doing, in either case doing by reason of strikes or labor trouble or by accident or by act accident, adjustment of God insurance or by any cause whatsoever reasonably beyond Sublandlord’s 's or Prime Landlord’s 's control.
H. F. Each and every right and remedy of Sublandlord and Subtenant under this Sublease shall be cumulative and in addition to every other right and remedy herein contained or now or hereafter, hereafter existing at law or in equity, by statute or otherwise.
I. G. At any time and from time to time either party shall, within fifteen ten (1510) days after a written request by the other, execute, acknowledge and deliver to the requesting party a written statement certifying (i) that this Sublease has not been bean modified and is in full force and effect or, if modified, that this Sublease is in full force and effect as modified, and specifying such modifications, (ii) the dates to which the Fixed Rent and Additional Rent and other charges have been paid, (iii) that to the best of the certifying party’s 's knowledge, no defaults exists under this Sublease or, if any do exist, the nature of such default and (iv) as to such other matters as Sublandlord or Subtenant may reasonably, reasonably request.
J. H. Subtenant agrees that in executing this Sublease, it has not relied upon any statements, representations, covenants or warranties warrantees made by Sublandlord or any person acting on behalf of Sublandlord other than those, if any, expressly set forth in this Sublease and on such investigations, examinations and inspections as Subtenant has chosen to make or has made.
K. This Agreement may be executed in counterparts each of which, when executed, shall be deemed to be an original and all of which shall be deemed to be one and the same instrument.
L. If in Sublandlord’s reasonable opinion, a cure of a non-monetary default by Subtenant under this Sublease is possible, but cannot, without due diligence, be accomplished within the applicable time period described herein or in the Prime Lease, then Subtenant shall have such additional time as is reasonably necessary to complete such cure provided Subtenant promptly commences to cure such default and proceeds with diligence to complete such cure as soon thereafter as reasonably possible, and provided further, that in each such instance, such cure shall be completed prior to the expiration of any cure period permitted under the Prime Lease.
M. Whenever in this Agreement Sublandlord’s consent is required, such consent shall not be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Samples: Sublease Agreement (Lumenis LTD)
ENTIRE AGREEMENT/MISCELLANEOUS. A. This Sublease shall be governed by and construed in accordance with the law laws of the State of New York state in which the Sublet Premises are situated, without regard to the conflicts of law principles thereof.
B. The section paragraph headings in this Sublease are inserted only as a matter of convenience for reference and are not to be given any effect in construing this Sublease.
C. If any of the provisions of this Sublease or the application thereof to any person or circumstance shallshall be, to any extent, held to be invalid or unenforceable, the remainder of this Sublease shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.
D. All of the terms and provisions of this Sublease shall be binding upon and and, except as prohibited by Paragraph 12 hereof, inure to the benefit of the parties hereto and their respective permitted successors and assigns.
E. All prior negotiations and agreements relating to this Sublease and the Sublet Premises are merged into this Sublease. This Sublease may not be amended, modified or terminated, in whole or in part, nor may any of the provisions be waived, except by a written instrument executed by the party against whom enforcement of such amendment, modification, termination or waiver is sought and unless the same is permitted under the terms and provisions of the Prime Underlying Lease.
F. Each of Sublessor and Sublessee represents and warrants to the other that each person executing this Sublease is a duly authorized representative of Sublessor or Sublessee, as the case may be, and has full authority to execute and deliver this Sublease.
G. This Sublease shall have no binding force and effect and shall not confer any rights or impose any obligations upon either party unless and until both parties have executed it and Sublessor shall have obtained Underlying Landlord’s written consent to this Sublease pursuant to the provisions hereof and delivered same to Sublessee an executed copy of such consent. Under no circumstances shall the submission of this Sublease in draft form by or to either party be deemed to constitute an offer for the subleasing of the Sublet Premises.
G. H. This Sublease may be executed in several counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
I. This Sublease and all the obligations of Subtenant Sublessee to pay Rental Base Rent, Additional Rent and any other sums due hereunder and perform all of its other covenants and agreements hereunder shall in no way be affected, impaired, delayed or excused because Sublandlord Sublessor or Prime Underlying Landlord are unable to fulfill any of their respective obligations hereunder, either explicit or implicit, if Sublessor or if Sublandlord or Prime Underlying Landlord is prevented or delayed from so doing, in either case doing by reason of strikes or labor trouble or by accident or by act accident, adjustment of God insurance or by any cause whatsoever reasonably beyond SublandlordSublessor’s or Prime Underlying Landlord’s control.
H. J. Each and every right and remedy of Sublandlord and Subtenant Sublessor under this Sublease shall be cumulative and in addition to every other right and remedy herein contained or now or hereafter, hereafter existing at law or in equity, by statute or otherwise.
I. K. At any time and from time to time either party Sublessee shall, within fifteen ten (1510) days after a written request by the otherSublessor, execute, acknowledge and deliver to the requesting party Sublessor a written statement certifying which certifies: (i) that this Sublease has not been modified and is in full force and effect or, if modified, that this Sublease is in full force and effect as modified, and specifying such modificationsmodification(s), (ii) the dates to which the Fixed Rent and Additional Base Rent and other charges have been paid, (iii) that that, to the best of the certifying partySublessee’s knowledge, no defaults exists exist under this Sublease or, if any do exist, the nature of such default default(s) and (iv) as to such other matters as Sublandlord or Subtenant Sublessor may reasonably, reasonably request
J. Subtenant agrees that in executing this Sublease, it has not relied upon any statements, representations, covenants or warranties made by Sublandlord or any person acting on behalf of Sublandlord other than those, if any, expressly set forth in this Sublease and on such investigations, examinations and inspections as Subtenant has chosen to make or has made.
K. This Agreement may be executed in counterparts each of which, when executed, shall be deemed to be an original and all of which shall be deemed to be one and the same instrument.
L. If in Sublandlord’s reasonable opinionIn no event shall Sublessor be liable for, a cure of a non-monetary default by Subtenant and Sublessee each hereby waives any claim for, any indirect, consequential or punitive damages arising under this Sublease is possible, but cannot, without due diligence, be accomplished within the applicable time period described herein or in the Prime Lease, then Subtenant shall have such additional time as is reasonably necessary to complete such cure provided Subtenant promptly commences to cure such default and proceeds connection with diligence to complete such cure as soon thereafter as reasonably possible, and provided further, that in each such instance, such cure shall be completed prior to the expiration of any cure period permitted under the Prime Leasethis Sublease.
M. Whenever in In the event of any legal action or proceeding brought by either party against the other arising out of this Agreement Sublandlord’s consent is requiredSublease (an “Action”), such consent the prevailing party shall not be unreasonably withheldentitled to the payment by the losing party of its reasonable attorneys’ fees, delayed or conditionedcourt costs, and litigation expenses, as determined by the court.
Appears in 1 contract
Samples: Sublease Agreement (Oncocyte Corp)
ENTIRE AGREEMENT/MISCELLANEOUS. A. This Sublease shall be governed by and construed in accordance with the law of the State of New York without regard to the conflicts of law principles thereof.
B. The section headings in this Sublease are inserted only as a matter of convenience for reference and are not to be given any effect in construing this Sublease.
C. If any of the provisions of this Sublease or the application thereof to any person or circumstance shall, to any extent, held to be invalid or unenforceable, the remainder of this Sublease shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.
D. All of the terms and provisions of this Sublease shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
E. All prior negotiations and agreements relating to this Sublease and the Premises are merged into this Sublease. This Sublease may not be amended, modified or terminated, in whole or in part, nor may any of the provisions be waived, except by a written instrument executed by the party against whom enforcement of such amendment, modification, termination or waiver is sought and unless the same is permitted under the terms and provisions of the Prime Lease.
F. This Sublease shall have no binding force and effect and shall not confer any rights or impose any obligations upon either party unless and until both parties have executed and delivered same same. Under no circumstances shall the submission of this Sublease in draft form by or to either party be deemed to constitute an offer for the subleasing of the Premises.
G. This Sublease and all the obligations of Subtenant to pay Rental and perform all of its other covenants and agreements hereunder shall in no way be affected, impaired, delayed or excused because Sublandlord or Prime Landlord are unable to fulfill any of their respective obligations hereunder, either explicit or implicit, or if Sublandlord or Prime Landlord is prevented presented or delayed from so doing, in either case doing by reason of strikes or labor trouble or by accident or by act accident, adjustment of God insurance or by any cause whatsoever reasonably beyond Sublandlord’s 's or Prime Landlord’s 's control.
H. Each and every right and remedy of Sublandlord and Subtenant under this Sublease shall be cumulative and in addition to every other right and remedy herein contained or now or hereafter, hereafter existing at law or in equity, by statute or otherwise.
I. At any time and from time to time either party shall, within fifteen (15) days after a written request by the other, execute, acknowledge and deliver to the requesting party a written statement certifying (i) that this Sublease has not been modified and is in full force and effect or, if modified, that this Sublease is in full force and effect as modified, and specifying such modifications, (ii) the dates to which the Fixed Rent and Additional Rent and other charges have been paid, (iii) that to the best of the certifying party’s 's knowledge, no defaults exists under this Sublease or, if any do exist, the nature of such default and (iv) as to such other matters as Sublandlord or Subtenant may reasonably, request.
J. Subtenant agrees that in executing this Sublease, it has not relied upon any statements, representations, covenants or warranties made by Sublandlord or any person acting on behalf of Sublandlord other than those, if any, expressly set forth in this Sublease and on such investigations, examinations and inspections as Subtenant has chosen to make or has made.
K. This Agreement may be executed in counterparts each of which, when executed, shall be deemed to be an original and all of which shall be deemed to be one and the same instrument.
L. If in Sublandlord’s reasonable opinion, a cure of a non-monetary default by Subtenant under this Sublease is possible, but cannot, without due diligence, be accomplished within the applicable time period described herein or in the Prime Lease, then Subtenant shall have such additional time as is reasonably necessary to complete such cure provided Subtenant promptly commences to cure such default and proceeds with diligence to complete such cure as soon thereafter as reasonably possible, and provided further, that in each such instance, such cure shall be completed prior to the expiration of any cure period permitted under the Prime Lease.
M. Whenever in this Agreement Sublandlord’s consent is required, such consent shall not be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
ENTIRE AGREEMENT/MISCELLANEOUS. A. (A) This Sublease shall be governed by and construed in accordance with the law laws of the State of New York without regard to the conflicts of law principles thereof.
B. (B) The section paragraph headings in this Sublease are inserted only as a matter of convenience for reference and are not to be given any effect in construing this Sublease.
C. (C) If any of the provisions of this Sublease or the application thereof to any person or circumstance shallshall be, to any extent, held to be invalid or unenforceable, the remainder of this Sublease shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.
D. (D) All of the terms and provisions of this Sublease shall be binding upon and and, except as prohibited by Paragraph 13 hereof, inure to the benefit of the parties hereto and their respective permitted successors and assigns.
E. (E) All prior negotiations and agreements relating to this Sublease and the Premises demised premises are merged into this Sublease. This Sublease may not be amended, modified or terminated, in whole or in part, nor may any of the provisions be waived, except by a written instrument executed by the party against whom enforcement of such amendment, modification, termination or waiver is sought and unless the same is permitted under the terms and provisions of the Prime Underlying Lease.
F. (F) Each person executing this Sublease hereby represents and warrants that he or she is a duly authorized representative of Sublessor or Sublessee, as the case may be, and has full authority to execute and deliver this Sublease.
(G) This Sublease shall have no binding force and effect and shall not confer any rights or impose any obligations upon either party unless and until both parties have executed it and Sublessor shall have obtained Underlying Landlord’s written consent to this Sublease pursuant to the provisions hereof and delivered same to Sublessee an executed copy of such consent. Under no circumstances shall the submission of this Sublease in draft form by or to either party be deemed to constitute an offer for the subleasing of the Premisesdemised premises.
G. (H) This Sublease may be executed in several counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
(I) This Sublease and all the obligations of Subtenant Sublessee to pay Rental fixed rent and additional rent and perform all of its other covenants and agreements hereunder shall in no way be affected, impaired, delayed or excused because Sublandlord Sublessor or Prime Underlying Landlord are unable to fulfill any of their respective obligations hereunder, either explicit or implicit, if Sublessor or if Sublandlord or Prime Underlying Landlord is prevented or delayed from so doing, in either case doing by reason of strikes or labor trouble or by accident or by act accident, adjustment of God insurance or by any cause whatsoever reasonably beyond SublandlordSublessor’s or Prime Underlying Landlord’s control.
H. (J) Each and every right and remedy of Sublandlord and Subtenant Sublessor under this Sublease shall be cumulative and in addition to every other right and remedy herein contained or now or hereafter, hereafter existing at law or in equity, by statute or otherwise.
I. (K) At any time and from time to time either party Sublessee shall, within fifteen seven (157) days after a written request by the otherSublessor, execute, acknowledge and deliver to the requesting party Sublessor a written statement certifying (i) that this Sublease has not been modified and is in full force and effect or, if modified, that this Sublease is in full force and effect as modified, and specifying such modificationsmodification(s), (ii) the dates to which the Fixed Rent fixed rent and Additional Rent additional rent and other charges have been paid, (iii) that that, to the best of the certifying partySublessee’s knowledge, no defaults exists exist under this Sublease or, if any do exist, the nature of such default default(s) and (iv) as to such other matters as Sublandlord or Subtenant Sublessor may reasonably, reasonably request
J. Subtenant agrees that in executing this Sublease, it has not relied upon any statements, representations, covenants or warranties made by Sublandlord or any person acting on behalf of Sublandlord other than those, if any, expressly set forth in this Sublease and on such investigations, examinations and inspections as Subtenant has chosen to make or has made.
K. This Agreement may be executed in counterparts each of which, when executed, shall be deemed to be an original and all of which shall be deemed to be one and the same instrument.
L. If in Sublandlord’s reasonable opinion, a cure of a non-monetary default by Subtenant under this Sublease is possible, but cannot, without due diligence, be accomplished within the applicable time period described herein or in the Prime Lease, then Subtenant shall have such additional time as is reasonably necessary to complete such cure provided Subtenant promptly commences to cure such default and proceeds with diligence to complete such cure as soon thereafter as reasonably possible, and provided further, that in each such instance, such cure shall be completed prior to the expiration of any cure period permitted under the Prime Lease.
M. Whenever in this Agreement Sublandlord’s consent is required, such consent shall not be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Samples: Sublease Agreement (Ampex Corp /De/)
ENTIRE AGREEMENT/MISCELLANEOUS. A. This Sublease shall be governed by and construed in accordance with the law laws of the State of New York state in which the Premises are situated, without regard to the conflicts of law principles thereof.
B. The section paragraph headings in this Sublease are inserted only as a matter of convenience for reference and are not to be given any effect in construing this Sublease.
C. If any of the provisions of this Sublease or the application thereof to any person or circumstance shallshall be, to any extent, held to be invalid or unenforceable, the remainder of this Sublease shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.
D. All of the terms and provisions of this Sublease shall be binding upon and and, except as prohibited by Section 10 hereof, inure to the benefit of the parties hereto and their respective permitted successors and assigns.
E. All prior negotiations and agreements relating to this Sublease and the Premises are merged into this Sublease. This Sublease may not be amended, modified or terminated, in whole or in part, nor may any of the provisions be waived, except by a written instrument executed by the party against whom enforcement of such amendment, modification, termination or waiver is sought and unless the same is permitted under the terms and provisions of the Prime Lease.
F. Each of Sublandlord and Subtenant represents and warrants to the other that each person executing this Sublease is a duly authorized representative of Sublandlord or Subtenant, as the case may be, and has full authority to execute and deliver this Sublease.
G. This Sublease shall have no binding force and effect and shall not confer any rights or impose any obligations upon either party unless and until both parties have executed it and Sublandlord shall have obtained Prime Landlord’s Sublease Consent pursuant to the provisions hereof and delivered same to Subtenant an executed copy of the Sublease Consent. Under no circumstances shall the submission of this Sublease in draft form by or to either party be deemed to constitute an offer for the subleasing of the Premises.
G. H. This Sublease may be executed in several counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
I. Except as expressly set forth herein, this Sublease and all the obligations of Subtenant to pay Rental Base Rent and Additional Rent and perform all of its other covenants and agreements hereunder shall in no way be affected, impaired, delayed or excused because Sublandlord or Prime Landlord are unable to fulfill any of their respective obligations hereunder, either explicit or implicit, or if Sublandlord or Prime Landlord is prevented or delayed from so doing, in either case doing by reason of strikes or labor trouble or by accident or by act accident, adjustment of God insurance or by any cause whatsoever reasonably beyond Sublandlord’s or Prime Landlord’s control.
H. J. Each and every right and remedy of Sublandlord and Subtenant under this Sublease shall be cumulative and in addition to every other right and remedy herein contained or now or hereafter, hereafter existing at law or in equity, by statute or otherwise.
I. K. At any time and from time to time either party Subtenant shall, within fifteen ten (1510) business days after a written request by the otherSublandlord, execute, acknowledge and deliver to the requesting party Sublandlord a written statement certifying (i) that this Sublease has not been modified and is in full force and effect or, if modified, that this Sublease is in full force and effect as modified, and specifying such modificationsmodification(s), (ii) the dates to which the Fixed Base Rent and Additional Rent and other charges have been paid, (iii) that that, to the best of the certifying partySubtenant’s knowledge, no defaults exists exist under this Sublease or, if any do exist, the nature of such default default(s) and (iv) as to such other matters as Sublandlord or Subtenant may reasonably, reasonably request
J. Subtenant agrees that in executing this Sublease, it has not relied upon any statements, representations, covenants or warranties made by Sublandlord or any person acting on behalf of Sublandlord other than those, if any, expressly set forth in this Sublease and on such investigations, examinations and inspections as Subtenant has chosen to make or has made.
K. This Agreement may be executed in counterparts each of which, when executed, shall be deemed to be an original and all of which shall be deemed to be one and the same instrument.
L. If In no event shall Sublandlord be liable for, and Subtenant hereby waives any claim for, any indirect, consequential or punitive damages arising under or in connection with this Sublease. Subtenant shall be liable for all indirect, consequential and punitive damages arising under or in connection with this Sublease due to Subtenant’s acts, omissions or negligence. In addition thereto, Subtenant hereby indemnifies and holds Sublandlord harmless from any claim for indirect, consequential or punitive damages under the Prime Lease due to Subtenant’s use and occupancy of the Premises, Subtenant’s acts, omissions or negligence, Subtenant’s fulfillment of any of Sublandlord’s reasonable opinionobligations under the Prime Lease (to the extent included or incorporated into this Sublease) or any alterations which Subtenant makes to the Premises.
M. Sublandlord covenants to Subtenant as of the date hereof that as of the date hereof: (i) the Prime Lease and is unmodified and in full force and effect, (ii) Sublandlord has not received a cure default notice which has not been cured or a notice to quit for nonpayment of a non-monetary default by Subtenant rent, or any notice of delinquency under this Sublease is possible, but cannot, without due diligence, be accomplished within the applicable time period described herein or in the Prime Lease, then Subtenant shall (iii) to Sublandlord’s actual knowledge without inquiry, there is no default by Prime Landlord or any occurrence that, with the passage of time, would mature into a default by Prime Landlord under the Prime Lease, (iv) Sublandlord’s monetary obligations under the Prime Lease have such additional time as is reasonably necessary to complete such cure provided Subtenant promptly commences to cure such default and proceeds with diligence to complete such cure as soon thereafter as reasonably possible, and provided further, that in each such instance, such cure shall be completed prior been paid to the expiration date hereof and (v) subject to obtaining the Sublease Consent, Sublandlord has complied with all provisions of any cure period permitted the Prime Lease in entering into this Sublease and the existence of this Sublease will not, in and of itself, cause a default under the Prime Lease.
M. Whenever in this Agreement Sublandlord’s consent is required, such consent shall not be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
ENTIRE AGREEMENT/MISCELLANEOUS. A. This Sublease document contains, as to the subject matter to which this Agreement applies, the entire agreement between the Parties and cancels and supersedes all other prior representations or agreements between same, whether written or verbal arising from or in any way relating to the subject matter of this Agreement. No waiver, amendment, supplement or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be governed valid unless in writing and duly executed by and construed in accordance with the law of the State of New York without regard to the conflicts of law principles thereof.
B. The section headings in this Sublease are inserted only as a matter of convenience for reference and are not party to be given charged therewith. Waiver of any effect in construing this Sublease.
C. one provision herein shall not be deemed to be a waiver of any other provision herein. If any of the provisions provision of this Sublease or the application thereof to any person or circumstance shall, to any extent, Agreement shall be held to be invalid or unenforceableinvalid, the remainder of this Sublease Agreement shall nevertheless be deemed valid and binding upon the Parties hereto. The individual executing this Agreement on behalf of Licensee and Licensee itself represents and warrants that said individual is authorized to do so on behalf of Licensee, that Licensee has approved this Agreement, and that all authorizations or approvals of the shareholder, boards of directors, members and/or partners necessary to the executions of this Agreement, if any are necessary, have been obtained. Fax signatures shall have the same force and effect as original signatures. Each party represents and warrants that it has relied wholly upon its own judgment, belief and knowledge in entering into this Agreement and each has had the opportunity to seek the advice of their own attorney prior to entering into this Agreement. This Agreement shall not be affected thereby construed against the party preparing the same, and shall be valid and enforceable construed without regard to the fullest extent permitted by law.
D. All identity of the terms person who drafted such and provisions of this Sublease shall be binding upon and inure to the benefit construed as though all of the parties hereto and their respective permitted successors and assigns.
E. All prior negotiations and agreements relating to this Sublease and the Premises are merged into this Sublease. This Sublease may not be amended, modified or terminated, in whole or in part, nor may any of the provisions be waived, except by a written instrument executed by the party against whom enforcement of such amendment, modification, termination or waiver is sought and unless the same is permitted under the terms and provisions of the Prime Lease.
F. This Sublease shall have no binding force and effect and shall not confer any rights or impose any obligations upon either party unless and until both parties have executed and delivered same Under no circumstances shall the submission of this Sublease in draft form by or to either party be deemed to constitute an offer for the subleasing of the Premises.
G. This Sublease and all the obligations of Subtenant to pay Rental and perform all of its other covenants and agreements hereunder shall in no way be affected, impaired, delayed or excused because Sublandlord or Prime Landlord are unable to fulfill any of their respective obligations hereunder, either explicit or implicit, or if Sublandlord or Prime Landlord is prevented or delayed from so doing, in either case by reason of strikes or labor trouble or by accident or by act of God or by any cause whatsoever reasonably beyond Sublandlord’s or Prime Landlord’s control.
H. Each and every right and remedy of Sublandlord and Subtenant under this Sublease shall be cumulative and in addition to every other right and remedy herein contained or now or hereafter, existing at law or in equity, by statute or otherwise.
I. At any time and from time to time either party shall, within fifteen (15) days after a written request by the other, execute, acknowledge and deliver to the requesting party a written statement certifying (i) that this Sublease has not been modified and is in full force and effect or, if modified, that this Sublease is in full force and effect as modified, and specifying such modifications, (ii) the dates to which the Fixed Rent and Additional Rent and other charges have been paid, (iii) that to the best of the certifying party’s knowledge, no defaults exists under this Sublease or, if any do exist, the nature of such default and (iv) as to such other matters as Sublandlord or Subtenant may reasonably, request
J. Subtenant agrees that in executing this Sublease, it has not relied upon any statements, representations, covenants or warranties made by Sublandlord or any person acting on behalf of Sublandlord other than those, if any, expressly set forth in this Sublease and on such investigations, examinations and inspections as Subtenant has chosen to make or has made.
K. This Agreement may be executed in counterparts each of which, when executed, shall be deemed to be an original and all of which shall be deemed to be one and the same instrument.
L. If in Sublandlord’s reasonable opinion, a cure of a non-monetary default by Subtenant under this Sublease is possible, but cannot, without due diligence, be accomplished within the applicable time period described herein or participated equally in the Prime Lease, then Subtenant shall have such additional time as is reasonably necessary to complete such cure provided Subtenant promptly commences to cure such default drafting hereof; and proceeds with diligence to complete such cure as soon thereafter as reasonably possible, and provided further, that in each such instance, such cure shall be completed prior to the expiration of any cure period permitted under the Prime Lease.
M. Whenever in this Agreement Sublandlord’s consent is required, such consent uncertainty or ambiguity shall not be unreasonably withheldinterpreted against any one party. As a result of the foregoing, delayed or conditionedany rule of construction that a document is to be construed against the drafting party shall not be applicable.
Appears in 1 contract
Samples: Facilities License Agreement
ENTIRE AGREEMENT/MISCELLANEOUS. A. This Sublease shall be governed by and construed in accordance with Agreement (including exhibits) constitutes the law of entire agreement between the State of New York without regard to parties concerning the conflicts of law principles thereof.
B. The section headings subject matter hereof and, except as specifically set forth in this Sublease are inserted only as a matter of convenience for reference Agreement, supersedes all prior written and are not to be given any effect in construing this Sublease.
C. If any of the provisions of this Sublease or the application thereof to any person or circumstance shall, to any extent, held to be invalid or unenforceable, the remainder of this Sublease shall not be affected thereby oral agreements and shall be valid and enforceable to the fullest extent permitted by law.
D. All of the terms and provisions of this Sublease shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
E. All prior negotiations and agreements relating to this Sublease and the Premises are merged into this Subleaseunderstandings with respect thereto. This Sublease Agreement may not be amended, amended or modified or terminated, except by an instrument in whole or in part, nor may any writing signed by both parties. The parties specifically acknowledge and agree that Section 5 of the provisions MOU shall continue to be waived, except by a written instrument executed by the party against whom enforcement of such amendment, modification, termination or waiver is sought and unless the same is permitted under the terms and provisions of the Prime Lease.
F. This Sublease shall have no binding force and effect and shall not confer any rights or impose any obligations upon either party unless and until both parties have executed and delivered same Under no circumstances shall the submission of this Sublease in draft form by or to either party be deemed to constitute an offer for the subleasing of the Premises.
G. This Sublease and all the obligations of Subtenant to pay Rental and perform all of its other covenants and agreements hereunder shall in no way be affected, impaired, delayed or excused because Sublandlord or Prime Landlord are unable to fulfill any of their respective obligations hereunder, either explicit or implicit, or if Sublandlord or Prime Landlord is prevented or delayed from so doing, in either case by reason of strikes or labor trouble or by accident or by act of God or by any cause whatsoever reasonably beyond Sublandlord’s or Prime Landlord’s control.
H. Each and every right and remedy of Sublandlord and Subtenant under this Sublease shall be cumulative and in addition to every other right and remedy herein contained or now or hereafter, existing at law or in equity, by statute or otherwise.
I. At any time and from time to time either party shall, within fifteen (15) days after a written request by the other, execute, acknowledge and deliver to the requesting party a written statement certifying (i) that this Sublease has not been modified and is in full force and effect or, if modified, that this Sublease is in full force and effect as modifiedaccordance with its terms. This Agreement, and specifying such modifications, (ii) the dates to which the Fixed Rent rights and Additional Rent and other charges have been paid, (iii) that to the best of the certifying party’s knowledge, no defaults exists under this Sublease or, if any do exist, the nature of such default and (iv) as to such other matters as Sublandlord or Subtenant may reasonably, request
J. Subtenant agrees that in executing this Sublease, it has not relied upon any statements, representations, covenants or warranties made by Sublandlord or any person acting on behalf of Sublandlord other than those, if any, expressly obligations set forth in this Sublease and on such investigationsAgreement, examinations and inspections as Subtenant has chosen to make or has made.
K. This Agreement may not be executed in counterparts each assigned by CJ without the prior written consent of whichNeuralstem, when executed, shall be deemed to be an original and all of which shall be deemed to be one and the same instrument.
L. If in Sublandlord’s reasonable opinion, a cure of a non-monetary default by Subtenant under this Sublease is possible, but cannot, without due diligence, be accomplished within the applicable time period described herein or in the Prime Lease, then Subtenant shall have such additional time as is reasonably necessary to complete such cure provided Subtenant promptly commences to cure such default and proceeds with diligence to complete such cure as soon thereafter as reasonably possible, and provided further, that in each such instance, such cure shall be completed prior to the expiration of any cure period permitted under the Prime Lease.
M. Whenever in this Agreement Sublandlord’s consent is required, such consent shall not be unreasonably withheld; provided if CJ may so assign this Agreement to any of its Affiliates (as defined in the Securities Purchase Agreement), NeuralStem will not unreasonably withhold or delay such consent so long as CJ notifies Neuralstem in writing of such assignment in advance, and provides Neuralstem with such reasonable information concerning the resources of such Affiliate as Neuralstem may reasonably request, including without limitation information concerning such Affiliate’s financial and technical resources. Neuralstem shall not be deemed to have unreasonably withheld or delayed such consent if such Affiliate does not, in the good faith judgment of Neuralstem, have the necessary and sufficient financial, technical and other resources required to execute and perform the terms of this Agreement and any License which the parties may enter into. A party’s failure to enforce any of its rights hereunder shall not be construed as a waiver of such rights, nor shall one or conditionedmore instances of non-enforcement be construed as a continuing waiver or as a waiver in any other instance.
Appears in 1 contract
ENTIRE AGREEMENT/MISCELLANEOUS. A. This Sublease (a) Without limiting the foregoing, any provision of this Agreement that is invalid, illegal, or unenforceable in any jurisdiction, as to that jurisdiction will be ineffective only to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction, or rendering that or any other provision of this Agreement invalid, illegal or unenforceable in any other jurisdiction.
(b) Employee shall be governed by and construed in accordance with the law of the State of New York without regard to the conflicts of law principles thereof.
B. The section headings in this Sublease are inserted only added as a matter of convenience for reference and are not to be given any effect in construing this Sublease.
C. If any of the provisions of this Sublease or the application thereof to any person or circumstance shallan additional insured, if applicable, to any extentso-called Directors and Officers, held Errors and Omissions, and General Liability Insurance Policies taken out by Company in connection with its business operations.
(c) Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be invalid withheld, as the case may be) from any amounts otherwise due or unenforceablepayable under or pursuant to this Agreement such federal, the remainder of state and local income, employment, or other taxes or other amounts as may be required to be withheld or deducted pursuant to any applicable law, regulation or contract.
(d) All payments provided under this Sublease shall not be affected thereby and Agreement, other than payments made pursuant to a plan which provides otherwise, shall be valid paid in cash from the general assets of the Company, and enforceable no special or separate fund shall be established, and no other segregation of assets shall be made, to assure payment. The Employee shall have no right, title or interest whatsoever in or to any investments which the fullest Company may make to aid the Company in meeting its obligations hereunder. To the extent permitted by lawthat any person acquires a right to receive payments from the Company hereunder, such right shall be no greater than the right of an unsecured creditor of the Company.
D. All of (e) This Agreement and the terms and provisions of this Sublease shall be binding upon and inure to Confidentiality Agreement express the benefit entire understanding of the parties hereto and their respective permitted successors replace any and assignsall former and contemporaneous agreements, understandings or representations between the Parties. No modification, alteration or amendment of this Agreement will be valid or binding unless in writing and signed by Company and Employee.
E. All prior negotiations (f) Any notice or communication required or permitted under this Agreement will be made in writing and agreements relating (i) sent by reputable overnight courier, or (ii) mailed by overnight U.S. express mail, return receipt requested. Any notice or communication to Employee will be sent to the address contained in Employee’s personnel file. Any notice or communication to the Company will be sent to the Company’s principal executive offices, to the attention of the Chief Executive Officer of the Company with a copy to Company’s internal legal department. Notwithstanding the foregoing, either party may change the address for notices or communications hereunder by providing written notice to the other in the manner specified in this Sublease and paragraph.
(g) The waiver by either Party of any right hereunder or of any breach by the Premises are merged into this Sublease. This Sublease may other Party will not be amended, modified deemed a waiver of any other right hereunder or terminated, in whole or in part, nor may of any of the provisions be waived, except by a written instrument executed other breach by the party against whom enforcement of such amendment, modification, termination or other Party. No waiver is sought and unless the same is permitted under the terms and provisions of the Prime Lease.
F. This Sublease shall have no binding force and effect and shall not confer any rights or impose any obligations upon either party unless and until both parties have executed and delivered same Under no circumstances shall the submission of this Sublease in draft form by or to either party will be deemed to have occurred unless set forth in writing. No waiver will constitute a continuing waiver unless specifically stated, and any waiver will operate only as to the specific term or condition waived.
(h) All payments that may be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an offer exclusion from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any related regulations or other pronouncements thereunder and, to the extent not excluded, to meet the requirements of Section 409A of the Code. Any payments made under this Agreement which are paid on or before the last day of the applicable period for the subleasing short-term deferral exclusion under Treas. Reg. Section 1.409A-1(b)(4) are intended to be excluded under such short-term deferral exclusion. Each payment made under Section 6 shall be treated as a “separate payment”, as defined in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Code Section 409A. For purposes of this Agreement a separation from service or termination of employment means a “Separation from Service” within the meaning of Code Section 409A and the regulations and other published guidance thereunder (including Treasury Regulation §1.409A-1(h)). Further, notwithstanding anything to the contrary, all severance payments payable under the provisions of Section 6 shall be paid to the Employee no later than the last day of the Premises.
G. This Sublease second calendar year following the calendar year in which occurs the date of Employee’s termination of employment. None of the payments under this Agreement are intended to result in the inclusion in Employee’s federal gross income on account of a failure under Section 409A(a)(1) of the Code. The Parties intend to administer and all the obligations of Subtenant interpret this Agreement to pay Rental and perform all of its other covenants and agreements hereunder shall carry out such intentions. However, Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in no way be affected, impaired, delayed or excused because Sublandlord or Prime Landlord are unable to fulfill any of their respective obligations hereunder, either explicit or implicitinclusion in Employee’s gross income, or if Sublandlord any penalty, pursuant to Section 409A(a)(1) of the Code or Prime Landlord is prevented any similar state statute or delayed from so doingregulation. In no event shall the Company be liable for all or any portion of any taxes, in either case penalties, interest or other expenses that may be incurred by reason Employee or any other person on account of strikes non-compliance with Code Section 409A or labor trouble or by accident or by act any similar state statutes. Notwithstanding any other provision of God or by this Agreement, to the extent that the right to any cause whatsoever reasonably beyond Sublandlord’s or Prime Landlord’s control.
H. Each and every right and remedy payment (including the provision of Sublandlord and Subtenant under this Sublease benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be cumulative and paid (or provided) in addition to every other right and remedy herein contained or now or hereafter, existing at law or in equity, by statute or otherwise.accordance with the following:
I. At any time and from time to time either party shall, within fifteen (15) days after a written request by the other, execute, acknowledge and deliver to the requesting party a written statement certifying (i) If the Employee is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s separation from service (the “Separation Date”), and if an exemption from the six (6) month delay requirement of Code Section 409A(a)(2)(B)(i) is not available, then no such payment shall be made or commence during the period beginning on the Separation Date and ending on the date that this Sublease has not been modified and is in full force and effect six months following the Separation Date or, if modifiedearlier, on the date of the Employee’s death. The amount of any payment that would otherwise be paid to the Employee during this Sublease period shall instead be paid to the Employee on the first payroll date following the end of the period. Each payment hereunder is in full force and effect as modified, and specifying such modifications, intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
(ii) Payments with respect to reimbursements of expenses or benefits or provision of fringe or other in-kind benefits shall be made on or before the dates to last day of the calendar year following the calendar year in which the Fixed Rent and Additional Rent and relevant expense or benefit is incurred. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other charges have been paid, calendar year.
(iiii) that to Where the best of the certifying party’s knowledge, no defaults exists under this Sublease or, if any do existcontext requires, the nature singular shall include the plural, the plural shall include the singular, and any gender shall include all other genders. The section headings of, and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose of convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof.
(j) Each Party recognizes that this is a legally binding contract and Employee acknowledges and agrees that Employee has been advised by the Company to consult, and has in fact been individually represented by and consulted with, legal counsel of Employee’s choice in connection with reviewing and negotiating the terms of this Agreement and the Confidentiality Agreement and that Employee has read and understands this Agreement and is entering into it freely and voluntarily. Each Party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either Party on the basis of that Party being the drafter of such default and (iv) as to such other matters as Sublandlord or Subtenant may reasonably, request
J. Subtenant agrees that in executing this Sublease, it has not relied upon any statements, representations, covenants or warranties made by Sublandlord or any person acting on behalf of Sublandlord other than those, if any, expressly set forth in this Sublease and on such investigations, examinations and inspections as Subtenant has chosen to make or has madelanguage.
K. (k) This Agreement may be executed in counterparts any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Notwithstanding the first sentence of the second paragraph of this Agreement, the parties agree that it is valid and binding as of the Effective Date.
L. If in Sublandlord’s reasonable opinion, a cure of a non-monetary default by Subtenant under this Sublease is possible, but cannot, without due diligence, be accomplished within the applicable time period described herein or in the Prime Lease, then Subtenant shall have such additional time as is reasonably necessary to complete such cure provided Subtenant promptly commences to cure such default and proceeds with diligence to complete such cure as soon thereafter as reasonably possible, and provided further, that in each such instance, such cure shall be completed prior to the expiration of any cure period permitted under the Prime Lease.
M. Whenever in this Agreement Sublandlord’s consent is required, such consent shall not be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Samples: Employment Agreement (Digital World Acquisition Corp.)
ENTIRE AGREEMENT/MISCELLANEOUS. A. This Sublease shall be governed by and construed in accordance with the law of the State of New York without regard to the conflicts of law principles thereof.
B. The section headings in this Sublease are inserted only as a matter of convenience for reference and are not to be given any effect in construing this Sublease.
C. If any of the provisions of this Sublease or the application thereof to any person or circumstance shall, to any extent, held to be invalid or unenforceable, the remainder of this Sublease shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.
D. (a) All of the terms and provisions of this Sublease shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
E. (b) All prior negotiations and agreements relating to this Sublease and the Subleased Premises are merged into this Sublease. This Sublease may not be amended, modified or terminated, in whole or in part, nor may any of the provisions be waived, except by a written instrument executed by the party against whom enforcement of such amendment, modification, termination or waiver is sought and unless the same is permitted under the terms and provisions of the Prime Master Lease.
F. (c) This Sublease shall have no binding force and effect and shall not confer any rights or impose any obligations upon either party unless and until both parties have executed and delivered same it. Under no circumstances shall the submission of this Sublease in draft form by or to either party be deemed to constitute an offer for the subleasing of the Subleased Premises.
G. (d) This Sublease and all the obligations of Subtenant to pay Rental and perform all of its other covenants and agreements hereunder shall in no way be affected, impaired, delayed or excused because Sublandlord or Prime Landlord are unable to fulfill any of their respective obligations hereunder, either explicit or implicit, or if Sublandlord or Prime Landlord is prevented or delayed from so doing, in either case doing by reason of strikes or labor trouble or troubled by accident or by act accident, adjustment of God insurance or by any cause whatsoever reasonably beyond Sublandlord’s or Prime Landlord’s reasonable control.
H. (e) Each and every right and remedy of Sublandlord and Subtenant under this Sublease shall be cumulative and in addition to every other right and remedy herein contained or now or hereafter, hereafter existing at law or in equity, by statute or otherwise.
I. At any time and from time (f) This Sublease shall not become effective unless the Landlord grants its written consent under the Master Lease to time either party shall, within fifteen (15) days after a written request by the other, execute, acknowledge and deliver to the requesting party a written statement certifying (i) that this Sublease has not been modified Agreement between Sublandlord and is in full force and effect or, if modified, that this Sublease is in full force and effect as modified, and specifying such modifications, (ii) the dates to which the Fixed Rent and Additional Rent and other charges have been paid, (iii) that to the best of the certifying party’s knowledge, no defaults exists under this Sublease or, if any do exist, the nature of such default and (iv) as to such other matters as Sublandlord or Subtenant may reasonably, request
J. Subtenant agrees that in executing this Sublease, it has not relied upon any statements, representations, covenants or warranties made by Sublandlord or any person acting on behalf of Sublandlord other than those, if any, expressly set forth in this Sublease and on such investigations, examinations and inspections as Subtenant has chosen to make or has madeSubtenant.
K. This Agreement may be executed in counterparts each of which, when executed, shall be deemed to be an original and all of which shall be deemed to be one and the same instrument.
L. If in Sublandlord’s reasonable opinion, a cure of a non-monetary default by Subtenant under this Sublease is possible, but cannot, without due diligence, be accomplished within the applicable time period described herein or in the Prime Lease, then Subtenant shall have such additional time as is reasonably necessary to complete such cure provided Subtenant promptly commences to cure such default and proceeds with diligence to complete such cure as soon thereafter as reasonably possible, and provided further, that in each such instance, such cure shall be completed prior to the expiration of any cure period permitted under the Prime Lease.
M. Whenever in this Agreement Sublandlord’s consent is required, such consent shall not be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Samples: Sublease (Demandware Inc)
