Common use of Incorporation of Terms of Master Lease Clause in Contracts

Incorporation of Terms of Master Lease. (a) This Sublease is subject and subordinate to the Sublease and the Master Lease. Subject to the modifications set forth in this Sub-Sublease, the terms of the Sublease and the Master Lease (to the extent incorporated into the Sublease) are incorporated herein by reference, and shall, as between Sub-Sublandlord and Sub-Subtenant (as if they were Landlord and Tenant, respectively, under the Master Lease, and Sublandlord and Subtenant, respectively, under the Sublease) constitute the terms of this Sub-Sublease except to the extent that they are inapplicable to, inconsistent with, or modified by the terms of this Sub-Sublease. In the event of any inconsistencies between the terms and provisions of the Master Lease and the Sublease, on the one hand, and the terms and provisions of this Sub-Sublease, on the other hand, as and between Sub-Sublandlord and Sub-Subtenant, the terms and provisions of this Sub-Sublease shall govern. Sub-Sublandlord represents and warrants that (a) the copies of the Master Lease attached hereto as EXHIBIT A, and the Sublease attached hereto as EXHIBIT B, are true and complete copies thereof, and except as set forth in EXHIBIT B, there are no additional agreements between Sub-Sublandlord and Sublandlord with respect to the Sublease Premises, and (b)to the best of Sub-Sublandlord's actual knowledge, there are no defaults on the part of either Landlord or Sublandlord under the Master Lease, nor defaults on the part of either Sublandlord or Sub-Sublandlord under the Sublease, and no event has occurred which, with the giving of notice and the passage of time, would constitute a default under the Master Lease or the Sublease. Furthermore, Sub-Sublandlord shall not modify or amend the Sublease in any way that would materially adversely affect Sub-Subtenant's use of, access to or quiet enjoyment of the Sublease Premises or that would materially increase Sub-Subtenant's obligations, or materially diminish Sub-Subtenant's rights, under this Sub-Sublease without Sub-Subtenant's consent, which consent Sub-Subtenant may withhold in its sole but reasonable discretion. Sub-Subtenant acknowledges that it has reviewed the Master Lease and the Sublease and is familiar with the terms and conditions thereof.

Incorporation of Terms of Master Lease. (a) This Sublease is subject and subordinate to the Sublease and the Master Lease. Subject to the modifications set forth in this Sub-Sublease, the terms of the Sublease and the Master Lease (to the extent incorporated into the Sublease) are incorporated herein by reference, and shall, as between Sub-Sublandlord and Sub-Subtenant (as if they were Landlord and Tenant, respectively, under the Master Lease, and Sublandlord and Subtenant, respectively, under the Sublease) constitute the terms of this Sub-Sublease except to the extent that they are inapplicable to, inconsistent with, or modified by the terms of this Sub-Sublease. In the event of any inconsistencies between the terms and provisions of the Master Lease and the Sublease, on the one hand, terms and provisions of this Sublease the terms and provisions of this Sub-Sublease, on the other hand, as and between Sub-Sublandlord and Sub-Subtenant, the terms and provisions of this Sub-Sublease shall govern. Sub-Sublandlord represents and warrants that (a) the copies copy of the Master Lease attached hereto as EXHIBIT A, and the Sublease attached hereto as EXHIBIT B, are Exhibit A is a true and complete copies thereof, copy of the Master Lease and except as set forth in EXHIBIT B, there are no additional agreements between Sub-Sublandlord and Sublandlord Landlord with respect to the Sublease Premises, (b) all of the initial tenant improvement work required to be performed in the Premises pursuant to the terms of the Master Lease has been completed in accordance with the provisions of the Master Lease and (b)to c) to the best of Sub-Sublandlord's actual knowledge, there are no defaults on the part of either Landlord or Sublandlord under the Master Lease, nor defaults on the part of either Sublandlord or Sub-Sublandlord under the Sublease, Lease and no event has occurred which, with the giving of notice and the passage of time, would constitute a default under the Master Lease or the SubleaseLease. Furthermore, Sub-Sublandlord shall not modify or amend the Sublease Master Lease in any way that would materially adversely affect Sub-Subtenant's use of, access to or quiet enjoyment of the Sublease Premises or that would materially increase Sub-Subtenant's obligations, or materially diminish Sub-Subtenant's rights, rights under this Sub-Sublease without Sub-Subtenant's consent, which consent Sub-Subtenant may withhold in its sole but reasonable and absolute discretion. Sub-Subtenant acknowledges that it has reviewed the Master Lease and the Sublease and is familiar with the terms and conditions thereof.

Incorporation of Terms of Master Lease. (a) This Sublease The parties acknowledge that it is subject and subordinate to the Sublease and the Master Lease. Subject to the modifications set forth not practical in this Sub-Sublease, the terms Sublease to enumerate all of the Sublease rights and obligations of the various parties under the Master Lease (and specifically to allocate those rights and obligations in this Sublease. Accordingly, in order to afford to Subtenant the extent incorporated into the Sublease) are incorporated herein by reference, and shall, as between Sub-Sublandlord and Sub-Subtenant (as if they were Landlord and Tenant, respectively, under the Master Lease, and Sublandlord and Subtenant, respectively, under the Sublease) constitute the terms benefits of this Sub-Sublease except to the extent that they are inapplicable to, inconsistent with, or modified by the terms and of this Sub-Sublease. In the event of any inconsistencies between the terms and those provisions of the Master Lease and which by their nature are intended to benefit the Sublease, on the one hand, and the terms and provisions of this Sub-Sublease, on the other hand, as and between Sub-Sublandlord and Sub-Subtenant, the terms and provisions of this Sub-Sublease shall govern. Sub-Sublandlord represents and warrants that (a) the copies party in possession of the Master Lease attached hereto as EXHIBIT A, and the Sublease attached hereto as EXHIBIT B, are true and complete copies thereof, and except as set forth in EXHIBIT B, there are no additional agreements between Sub-Sublandlord and Sublandlord with respect to the Sublease Premises, and (b)to the best of Sub-Sublandlord's actual knowledge, there are no defaults on the part of either Landlord or in order to protect Sublandlord against a default by Subtenant which causes a default by Sublandlord under the Master Lease, nor defaults on all of the part of either Sublandlord or Sub-Sublandlord under the Sublease, terms and no event has occurred which, with the giving of notice and the passage of time, would constitute a default under conditions contained in the Master Lease or are incorporated as the terms and conditions of this Sublease. Furthermore, Sub-Sublandlord shall except the following provisions which do not modify or amend have any application to this Sublease: (a) any provisions relating to Sublandlord’s payment of Rent to Master Landlord; (b) any provisions relating to the Sublease in any way that would materially adversely affect Sub-Subtenant's use of, access to or quiet enjoyment term of the Sublease Premises or that would materially increase Sub-Subtenant's obligations, or materially diminish Sub-Subtenant's rights, under this Sub-Sublease without Sub-Subtenant's consent, which consent Sub-Subtenant may withhold in its sole but reasonable discretion. Sub-Subtenant acknowledges that it has reviewed the Master Lease (except that if the term of the Master Lease is terminated prior to the expiration of this Sublease, this Sublease shall terminate (unless Subtenant otherwise agrees with Master Lessor and except as otherwise set forth in the Sublease Landlord’s Consent), and is familiar if such termination arises in connection with any default, breach, failure, act or omission of Sublandlord, then (i) Sublandlord shall be liable to Subtenant for all damages, losses, liabilities, costs and expenses arising therefrom, including without limitation reasonable attorney’s fees (collectively, “Losses”) and (ii) Sublandlord hereby agrees to indemnify, protect, defend and hold Subtenant harmless from all such Losses); (c) any options to expand the Master Premises or to extend the term of the Master Lease; (d) any rights of first refusal or rights of first offer that may be stated in the Master Lease; (e) intentionally deleted; (f) any signage rights (except(i) Subtenant shall have the same signage rights as set forth in Section 45 of the Master Lease, (ii) Sublandlord shall remove its sign adjacent to the main entrance of the Premises and install (or cause Master Lessor to install, at Sublandlord’s sole cost and expense) Subtenant’s Building standard sign no later than ________, 2016); (g) any rights to receive tenant improvement allowances or similar allowances; (h) any provisions that conflict with the terms and conditions thereofstated in this Sublease; (i) Basic Lease Provisions 4,5,9, 10, 11, and 14; and (j) Lease Provisions 2, 4, 19(a) and (b), 33 All incorporated provisions of the Master Lease (the “Incorporated Provisions”) shall be deemed to operate prospectively from and after the Commencement Date of this Sublease.

Incorporation of Terms of Master Lease. Except for the terms, covenants and conditions set forth in Articles 1 through 6 (a) This Sublease is subject and subordinate other than provisions of Paragraph 6 of the Fourth Amendment to Master Lease applicable to an allowance for improvements to the Premises, except as modified by Paragraph 6.2 of this Sublease), 9, 11, 12, 21, 31, and 38 through 40 and Sections 7.3 and 7.4, 16.1 through 16.6, 24.1 through 24.3, and 42.12 of the Master Lease and except to the extent the terms, covenants and conditions of the Master Lease conflict with the provisions of this Sublease, this Sublease shall be subject to all the terms, covenants and conditions of the Master Lease to the extent such terms, covenants, and conditions are applicable to the Premises subleased pursuant to this Sublease, all of which are herein incorporated by reference (collectively, the "Incorporated Provisions"). Sublessee shall not commit or permit to be committed on the Premises or any other portion of the Project any act or omission which violates any term or condition of the Master Lease, including, without limitation, any term or condition of Section 41 (Hazardous Materials) of the Master Lease. Subject to the modifications set forth in this Sub-Sublease, the terms Sublessee shall have all of the Sublease rights, assume all of the obligations and perform all of the Master Lease duties of Sublessor (to the extent incorporated into the Sublease) are incorporated herein by reference, and shalli.e., as between Sub-Sublandlord and Sub-Subtenant (as if they were Landlord and Tenant, respectively, Tenant under the Master Lease, and Sublandlord and Subtenant, respectively, ) under the Sublease) constitute the terms of this Sub-Sublease except Incorporated Provisions to the extent that they such rights, obligations and duties are inapplicable toapplicable to the Premises subleased pursuant to this Sublease. Sublessor shall have all of the rights, inconsistent withassume all of the obligations and perform all of the duties of Landlord (i.e., or modified by as Sublessor under this Sublease) under the terms of Incorporated Provisions to the extent such rights, obligations and duties are applicable to the Premises subleased pursuant to this Sub-Sublease. In the event of any inconsistencies between the terms and provisions of the Master Lease and the Sublease, on the one hand, and the terms and provisions of this Sub-Sublease, on the other hand, as and between Sub-Sublandlord and Sub-Subtenant, the terms and provisions of this Sub-Sublease shall govern. Sub-Sublandlord represents and warrants that (a) the copies of the Master Lease attached hereto as EXHIBIT A, and the Sublease attached hereto as EXHIBIT B, are true and complete copies thereof, and except as set forth in EXHIBIT B, there are no additional agreements between Sub-Sublandlord and Sublandlord with respect to the Sublease Premises, and (b)to the best of Sub-Sublandlord's actual knowledge, there are no defaults on the part of either Landlord or Sublandlord under the Master Lease, nor defaults on the part of either Sublandlord or Sub-Sublandlord under the Sublease, and no event has occurred which, with the giving of notice and the passage of time, would constitute a default under the Master Lease or the Sublease. Furthermore, Sub-Sublandlord shall not modify or amend the Sublease in any way that would materially adversely affect Sub-Subtenant's use of, access to or quiet enjoyment of the Sublease Premises or that would materially increase Sub-Subtenant's obligations, or materially diminish Sub-Subtenant's rights, under this Sub-Sublease without Sub-Subtenant's consent, which consent Sub-Subtenant may withhold in its sole but reasonable discretion. Sub-Subtenant acknowledges that it has reviewed the Master Lease and the Sublease and is familiar with the terms and conditions thereof.