Common use of Incorporation by Reference; Sublease Subject to Lease Clause in Contracts

Incorporation by Reference; Sublease Subject to Lease. The Lease, a copy of which is attached hereto as Exhibit A, is incorporated herein by reference as terms and conditions of this Sublease; provided that each reference therein to “Tenant” shall be a reference to Sublessee, each reference therein to “Lease” shall be a reference to this Sublease, and each reference to “Premises” shall be a reference to the Subleased Premises. Where applicable, each reference to “Landlord” shall refer to Sublessor provided that under no circumstance shall Sublessor be responsible or liable in any way for the failure of Landlord to perform any acts required under the Lease or to supply any item, including, but not limited to, any utility or service, to the Subleased Premises and no such failure will in any way excuse Sublessee’s performance under this Sublease or entitle Sublessee to any abatement of rent or other charge, except as may be expressly permitted by the terms of the Lease. In all provisions of the Lease requiring the approval or consent of Landlord, Sublessee shall be required to obtain the approval or consent of both Sublessor and Landlord. Sublessee’s interest in the Subleased Premises and rights under this Sublease are derivative of the Sublessor’s rights under the Lease and Sublessee acknowledges and agrees that, notwithstanding anything to the contrary in this Sublease, Sublessee’s rights hereunder and with respect to the Subleased Premises shall be no greater than those of Sublessor pursuant to the Lease. Each party agrees that it will not, by its act or omission to act, cause a default under the Lease; provided however, Sublessor shall not be responsible and shall have no liability to Sublessee if the Sublease is terminated due to the termination of the Lease for any reason whatsoever, unless due to Sublessor’s gross negligence or willful misconduct.