Common use of Incorporation of Xxxxxxxxx Clause in Contracts

Incorporation of Xxxxxxxxx. 3.1. Except as herein otherwise expressly provided and except for the obligation to pay rent and additional rent under the Xxxxxxxxx, all of the terms, covenants, conditions and provisions in the Xxxxxxxxx are hereby incorporated in, and made part of this Sublease, and such rights and obligations as are contained in the Xxxxxxxxx are hereby imposed upon the respective parties hereto; the Sublandlord herein being substituted for the Landlord in the Xxxxxxxxx, and the Subtenant herein being substituted for the Tenant named in the Xxxxxxxxx; provided, however, that the Sublandlord herein shall not be liable for any defaults by Overlandlord and, if Overlandlord is not the fee owner, the owner in fee of the land and Building of which the Premises are a part. If the Xxxxxxxxx shall be terminated for any reason during the term hereof, then and in that event this Sublease shall thereupon automatically terminate and Sublandlord shall have no liability to Subtenant by reason thereof. Upon the termination of this Sublease, whether by forfeiture, lapse of time or otherwise, or upon the termination of Subtenant's right to possession, Subtenant will at once surrender and deliver up the Premises in good condition and repair, reasonable wear and tear excepted. 3.2. For the purposes of this Sublease, Articles 3 (except as provided in Article 13 hereof), 12, 13, 27, 29, 3 1, 34, 37(E), 39 and 40, Xxxxxxxx 0, 0, 0X xxx 0X, Xxxxxxxxx X and C and subsections 1 .A(i)-(iv), 1 .A(vi)-(x), 1 .A.(xii)-(xvii), 1 .A.(xix), 1 .A.(xxv), 1B and l.C of the Xxxxxxxxx shall not be deemed incorporated in or made a part hereof. 3.3. This Sublease is conditioned upon the consent by Overlandlord to this Sublease which consent shall be evidenced by Overlandlord's signature appended hereto or a separate consent in the form utilized by Overlandlord for such purposes. Subtenant acknowledges that it is familiar with the provisions of Article 12 of the Xxxxxxxxx. In the event that Overlandlord shall exercise any of its recapture rights pursuant to Article 12 or the Xxxxxxxxx with respect to the Premises upon Sublandlord's request for Overlandlord's consent to this Sublease, Sublandlord will so notify Subtenant and, upon receipt of such notification by Sublandlord, this Sublease shall be deemed to be null and void and without force or effect, and Sublandlord and Subtenant shall have no further obligations or liabilities to the other with respect to this Sublease. In the event Overlandlord shall not exercise any of its recapture options pursuant to Article 12 of the Xxxxxxxxx with respect to the Premises, Sublandlord makes no representation with respect to obtaining Overlandlord's approval of this Sublease and, in the event that Overlandlord notifies Sublandlord that Overlandlord will not give such approval, Sublandlord will so notify Subtenant and, upon receipt of such notification by Sublandlord of the disapproval by Overlandlord, this Sublease shall be deemed to be null and void and without force or effect, and Sublandlord and Subtenant shall have no further obligations or liabilities to the other with respect to this Sublease.

Incorporation of Xxxxxxxxx. 3.1. 2.1 Except as herein otherwise expressly provided herein and except for to the obligation to pay rent and additional rent under extent same are inapplicable or are modified by the Xxxxxxxxxprovisions of this Sublease, all of the terms, covenants, conditions and provisions in of the Xxxxxxxxx are hereby incorporated in, and are made a part of this Sublease, and such rights and obligations as are contained in the Xxxxxxxxx are hereby imposed upon the respective parties hereto; the Sublandlord herein being substituted for the Landlord Lessor named in the Xxxxxxxxx, and the Subtenant herein being substituted for the Tenant Lessee named in the Xxxxxxxxx; provided. Notwithstanding the foregoing, however, that the Sublandlord herein shall not be liable for any defaults by obligations of Overlandlord and, if Overlandlord is not the fee owner, the owner in fee and no representation or warranty of the land Overlandlord shall be deemed to be a representation or warranty of Sublandlord and Building no breach of which any such representation or warranty shall give rise to any liability or obligation on the Premises are a partpart of Sublandlord. If the Xxxxxxxxx shall be terminated during the Sublease Term for any reason during the term hereofor no reason whatsoever, then and in that event this Sublease shall thereupon automatically terminate and Sublandlord shall have no liability to Subtenant by reason thereof. Upon the expiration or sooner termination of this Sublease, whether by forfeiture, lapse of time or otherwise, or upon the termination of Subtenant's right to possession, Subtenant will at once immediately surrender and deliver up the Premises to Sublandlord in good condition and repair, reasonable wear and tear and repairs that are the obligation of Overlandlord excepted. 3.2. For 2.2 Notwithstanding the provisions of Section 2.1 of this Sublease to the contrary, for purposes of this Sublease, Articles 3 (except as provided in Article 13 hereof), 12, 13, 27, 29, 3 1, 34, 37(E), 39 and 40, Xxxxxxxx 0, 0, 0X xxx 0X, Xxxxxxxxx X and C and subsections 1 .A(i)-(iv), 1 .A(vi)-(x), 1 .A.(xii)-(xvii), 1 .A.(xix), 1 .A.(xxv), 1B and l.C the following provisions of the Xxxxxxxxx shall not be deemed incorporated in herein or made a part hereof. 3.3. This Sublease is conditioned upon : Article 1, the consent by Overlandlord to this Sublease which consent shall be evidenced by Overlandlord's signature appended hereto or a separate consent in the form utilized by Overlandlord for such purposes. Subtenant acknowledges that it is familiar with the provisions first paragraph of Article 12 of the Xxxxxxxxx3, Section 5.1 and Section 17.1. In the event that Overlandlord shall exercise any of its recapture rights pursuant to Article 12 or the Xxxxxxxxx with respect to the Premises upon Sublandlord's request for Overlandlord's consent to this Sublease, Sublandlord will so notify Subtenant and, upon receipt of such notification by Sublandlord, this Sublease shall be deemed to be null and void and without force or effect, and Sublandlord and Subtenant shall have no further obligations or liabilities to the other with respect to this Sublease. In the event Overlandlord shall not exercise any of its recapture options pursuant to Article 12 Paragraph 15(A) of the Xxxxxxxxx with respect shall be modified by deleting therefrom all references to "Exhibit A" and the Premises, Sublandlord makes no representation with respect to obtaining Overlandlord's approval of this Sublease and, "Permitted Sublease". References in the event that Overlandlord notifies Sublandlord that Overlandlord will not give such approval, Sublandlord will so notify Subtenant and, upon receipt of such notification by Sublandlord Section 9.3 and paragraph 9.1(f) of the disapproval by Overlandlord, this Sublease Xxxxxxxxx to "Lessor" shall be deemed to be null mean Overlandlord and void and without force or effect, and Sublandlord and Subtenant shall have no further obligations or liabilities to the other with respect to this SubleaseSublandlord.

Incorporation of Xxxxxxxxx. 3.14.1. Except as herein otherwise expressly provided and except for the obligation to pay rent and additional rent under the Xxxxxxxxxin this Sublease, all of the terms, covenants, conditions and provisions in the Xxxxxxxxx are hereby incorporated in, in and made a part of this Sublease, as if such incorporated terms, covenants, conditions and provisions were completely set forth in this Sublease and such rights and obligations as are contained in the Xxxxxxxxx are hereby conferred and imposed upon the respective parties hereto; . The provisions of the Xxxxxxxxx which are so incorporated in this Sublease shall, coincident with their incorporation, be amended so that references in the Xxxxxxxxx to this “Lease” shall mean this “Sublease”, references in the Xxxxxxxxx to “Landlord” shall mean the Sublandlord herein being substituted for the Landlord herein, and references in the Xxxxxxxxx, and Xxxxxxxxx to “Tenant” shall mean the Subtenant herein being substituted for herein, unless, in each case, the Tenant named in context indicates that such amendment should not be made or such amendment would render the Xxxxxxxxxapplicable provision illogical; provided, however, that the Sublandlord herein shall not be liable for any obligations of Overlandlord or any defaults by Overlandlord and, if Overlandlord is not or misrepresentations of Overlandlord. Notwithstanding the fee owner, the owner in fee of the land and Building of which the Premises are a part. If the Xxxxxxxxx shall be terminated for any reason during the term hereof, then and in that event this Sublease shall thereupon automatically terminate and Sublandlord shall have no liability to Subtenant by reason thereof. Upon the termination provisions of this SubleaseSection 4.1 to the contrary, whether by forfeiture, lapse of time or otherwise, or upon the termination of Subtenant's right to possession, Subtenant will at once surrender and deliver up the Premises in good condition and repair, reasonable wear and tear excepted. 3.2. For the for purposes of this Sublease, Articles 3 (except as provided in Article 13 hereof), 12, 13, 27, 29, 3 1, 34, 37(E), 39 and 40, Xxxxxxxx 0, 0, 0X xxx 0X, Xxxxxxxxx X and C and subsections 1 .A(i)-(iv), 1 .A(vi)-(x), 1 .A.(xii)-(xvii), 1 .A.(xix), 1 .A.(xxv), 1B and l.C Sublease the following provisions of the Xxxxxxxxx shall not be deemed incorporated in or made a part hereof: Preamble, Articles 34, 39, 42, 43, 45, 48, 62, 65(b), 65(c), 65(d), 73, 76, 79, 80, Exhibits A and B of the Original Lease; Articles 2, 3, 5, 6, 7, 8, 9, 11, 12 and 13 of the First Amendment; and Articles 2, 3, 4, 5, 6, 7, 8, 9, 11, 12 and 13 of the Second Amendment. 3.34.2. This Sublease Unless a time limit is conditioned upon specifically set forth in this Sublease, the consent by Overlandlord to this Sublease which consent shall be evidenced by Overlandlord's signature appended hereto or a separate consent time limits set forth in the form utilized Xxxxxxxxx for the giving of notices, making of demands or performing of any act, condition, covenant or remedy including, but not limited to, the making of any required payment on the part of Subtenant thereunder are, for the purposes of incorporation herein by Overlandlord for such purposes. Subtenant acknowledges that it is familiar with reference by shortening the provisions of Article 12 of the Xxxxxxxxx. In the event that Overlandlord shall exercise any of its recapture rights pursuant to Article 12 or the Xxxxxxxxx same in each instance by (i) fifteen (15) days with respect to the Premises upon Sublandlord's request for Overlandlord's consent to this Subleaseall such periods of sixty (60) or more days, Sublandlord will so notify Subtenant and, upon receipt of such notification by Sublandlord, this Sublease shall be deemed to be null and void and without force or effect, and Sublandlord and Subtenant shall have no further obligations or liabilities to the other (ii) seven (7) days with respect to this Sublease. In the event Overlandlord shall not exercise any all such periods of its recapture options pursuant to Article 12 of the Xxxxxxxxx thirty (30) or more days but less than sixty (60) days, (iii) five (5) days with respect to the Premises, Sublandlord makes no representation all such periods of twenty (20) or more but less than thirty (30) days and (iv) three (3) days with respect to obtaining Overlandlord's approval all such periods of this Sublease andless than twenty (20) days, provided, however, that in no event shall any such period be shortened to less than five (5) days, so that any Notice may be given or made, or any act, condition or covenant performed, by Sublandlord within the time limit relating thereto contained in the event that Overlandlord notifies Sublandlord that Overlandlord will not give such approval, Sublandlord will so notify Subtenant and, upon receipt of such notification by Sublandlord of the disapproval by Overlandlord, this Sublease shall be deemed to be null and void and without force or effect, and Sublandlord and Subtenant shall have no further obligations or liabilities to the other with respect to this SubleaseXxxxxxxxx.

Incorporation of Xxxxxxxxx. 3.1Subtenant hereby acknowledges and agrees that, except as otherwise provided in this Sublease, this Sublease is subject to all of the terms, covenants, provisions, conditions and agreements contained in the Xxxxxxxxx and the matters to which the Xxxxxxxxx is subject and subordinate and Subtenant hereby assumes all obligations of Novartis with respect to the Sublease Premises as required pursuant to the terms and provisions of the Xxxxxxxxx in the event of any inconsistencies between the terms and provisions of the Xxxxxxxxx and the terms and provisions of this Sublease, the terms and provisions of this Sublease shall govern with respect to the relationship between Novartis and Subtenant, and the terms and provisions of the Xxxxxxxxx shall govern with respect to the relationship between Overlandlord and Novartis. Except as herein otherwise expressly provided and except for the obligation to pay rent and additional rent under the Xxxxxxxxxin this Sublease, all of the terms, covenants, conditions and provisions in agreements of the Xxxxxxxxx including, among other things, definitions and constructions therein contained are hereby incorporated in, in and made part of this SubleaseSublease with the same force and effect as though set forth in length herein, and such rights and obligations as are contained it being understood that: (i) references in the Xxxxxxxxx are hereby imposed upon the respective parties hereto; the Sublandlord herein being substituted for the Landlord in the Xxxxxxxxx, and the Subtenant herein being substituted for the Tenant named in the Xxxxxxxxx; provided, however, that the Sublandlord herein shall not be liable for any defaults by Overlandlord and, if Overlandlord is not the fee owner, the owner in fee of the land and Building of which the Premises are a part. If the Xxxxxxxxx shall be terminated for any reason during the term hereof, then and in that event this Sublease shall thereupon automatically terminate and Sublandlord shall have no liability to Subtenant by reason thereof. Upon the termination of this Sublease, whether by forfeiture, lapse of time or otherwise, or upon the termination of Subtenant's right to possession, Subtenant will at once surrender and deliver up the Premises in good condition and repair, reasonable wear and tear excepted. 3.2. For the purposes of this Sublease, Articles 3 (except as provided in Article 13 hereof), 12, 13, 27, 29, 3 1, 34, 37(E), 39 and 40, Xxxxxxxx 0, 0, 0X xxx 0X, Xxxxxxxxx X and C and subsections 1 .A(i)-(iv), 1 .A(vi)-(x), 1 .A.(xii)-(xvii), 1 .A.(xix), 1 .A.(xxv), 1B and l.C of the Xxxxxxxxx shall not be deemed incorporated in or made a part hereof. 3.3. This Sublease is conditioned upon the consent by Overlandlord to this Sublease which consent shall be evidenced by Overlandlord's signature appended hereto or a separate consent in the form utilized by Overlandlord for such purposes. Subtenant acknowledges that it is familiar with the provisions of Article 12 of the Xxxxxxxxx. In the event that Overlandlord shall exercise any of its recapture rights pursuant to Article 12 or the Xxxxxxxxx with respect to the Premises upon Sublandlord's request for Overlandlord's consent to this Sublease, Sublandlord will so notify Subtenant and, upon receipt of such notification by Sublandlord, this Sublease “Premises” shall be deemed to be null and void and without force or effect, and Sublandlord and Subtenant shall have no further obligations or liabilities refer to the other with respect to this Sublease. In the event Overlandlord shall not exercise any of its recapture options pursuant to Article 12 of “Sublease Premises” hereunder; (ii) references in the Xxxxxxxxx with respect to the Premises, Sublandlord makes no representation with respect to obtaining Overlandlord's approval of this Sublease and, in the event that Overlandlord notifies Sublandlord that Overlandlord will not give such approval, Sublandlord will so notify Subtenant and, upon receipt of such notification by Sublandlord of the disapproval by Overlandlord, this Sublease Landlord shall be deemed to be null and void and without force or effect, and Sublandlord and Subtenant shall have no further obligations or liabilities refer to the other with respect “Novartis” hereunder; (iii) references in the Xxxxxxxxx to Tenant shall be deemed to refer to “Subtenant” hereunder; (iv) references in the Xxxxxxxxx to “yearly rent” or “additional rent” shall be deemed to refer to the “Fixed Rent” and “additional rent” hereunder; and, (v) references in the Xxxxxxxxx to the “term” Shall be deemed to refer to the “term of this Sublease.” It is further understood that where reference is made in the Xxxxxxxxx to “this Lease” the same shall be deemed to refer to “this Sublease.”