Common use of Landlord's Performance Under Master Lease Clause in Contracts

Landlord's Performance Under Master Lease. 7.1 Subtenant recognizes that Sublandlord is not in a position to render any of the services or to perform certain obligations which relate to the Premises required of Sublandlord by the terms of this Sublease. Therefore, notwithstanding anything to the contrary contained in this Sublease, Subtenant agrees that performance by Sublandlord of its obligations hereunder, to the extent that performance is beyond Sublandlord's control and within the control of Landlord, are conditional upon due performance by the Landlord of its corresponding obligations under the Master Lease and Sublandlord shall not be liable to Subtenant for any default of the Landlord under the Master Lease. Subtenant shall not have any claim against Sublandlord by reason of the Landlord's failure or refusal to comply with any of the provisions of the Master Lease unless such failure or refusal is a result of Sublandlord's act or failure to act. This Sublease shall remain in full force and effect notwithstanding the Landlord's failure or refusal to comply with any such provisions of the Master Lease and Subtenant shall pay the base rent and additional rent and all other charges provided for herein without any abatement, deduction or setoff whatsoever. Notwithstanding the foregoing, should the Landlord's failure or refusal to comply with any provisions of the Master Lease give rise to the right of Sublandlord to terminate the Master Lease (which right will not be exercised without the consent of Subtenant), or to have the rent abated thereunder, then, as applicable, Subtenant shall concurrently terminate the Sublease, or Subtenant shall have its rent under the Sublease abated in the same proportion as Sublandlord's rent is abated under the Master Lease. Subtenant covenants and warrants that it fully understands and agrees to be subject to and bound by all of the covenants, agreements, terms, provisions and conditions of the Master Lease, except as otherwise set forth herein. Furthermore, Subtenant and Sublandlord further covenant not to take any action or do or perform any act or fail to perform any act which would result in the failure or breach of any of the covenants, agreements, terms, provisions or conditions of the Master Lease on the part of the Tenant thereunder.

Landlord's Performance Under Master Lease. 7.1 6.1 Subtenant recognizes that Sublandlord is not in a position to render any of the services or to perform certain obligations which relate to the Premises required of Sublandlord by the terms of this Sublease. Therefore, notwithstanding anything to the contrary contained in this Sublease, Subtenant agrees that performance by Sublandlord of its obligations hereunder, to the extent that performance is beyond Sublandlord's ’s control and within the control of Landlord, are conditional upon due performance by the Landlord of its corresponding obligations under the Master Lease and Sublandlord shall not be liable to Subtenant for any default of the Landlord under the Master Lease. Subtenant shall not have any claim against Sublandlord by reason of the Landlord's ’s failure or refusal to comply with any of the provisions of the Master Lease unless such failure or refusal is a result of Sublandlord's ’s act or failure to act. This Sublease shall remain in full force and effect notwithstanding the Landlord's ’s failure or refusal to comply with any such provisions of the Master Lease and Subtenant shall pay the base rent and additional rent and all other charges provided for herein without any abatement, deduction or setoff whatsoever. Notwithstanding the foregoing, should the Landlord's ’s failure or refusal to comply with any provisions of the Master Lease give rise to the right of Sublandlord to terminate the Master Lease (which right will not be exercised without the consent of Subtenant)Lease, or to have the rent abated thereunder, then, as applicable, Subtenant shall concurrently terminate the Sublease, or Subtenant shall have its rent under the Sublease abated in the same proportion as Sublandlord's ’s rent is abated under the Master Lease. Subtenant covenants and warrants that it fully understands and agrees to be subject to and bound by all of the covenants, agreements, terms, provisions and conditions of the Master Lease, except as otherwise set forth herein. Furthermore, Subtenant and Sublandlord further covenant not to take any action or do or perform any act or fail to perform any act which would result in the failure or breach of any of the covenants, agreements, terms, provisions or conditions of the Master Lease on the part of the Tenant thereunder.

Landlord's Performance Under Master Lease. 7.1 Notwithstanding any contrary provision of this Sublease, Subtenant recognizes recognizes, understands and agrees that Sublandlord is not in a position to render any of the services or to perform certain any of the obligations of Master Landlord under the Master Lease which relate to the Premises required of Sublandlord by the terms of this Subleasehave otherwise been incorporated herein. Therefore, notwithstanding anything to the contrary contained set forth in this Sublease, Subtenant agrees that performance by Sublandlord of its obligations hereunder, to the extent that performance is beyond Sublandlord's control and within the control of Landlord, are conditional upon due performance by the Landlord of its corresponding obligations under the Master Lease and Sublandlord shall not in no event be liable to Subtenant for any covenants, obligations, indemnities, representations or warranties to be performed or provided by Master Landlord under the Master Lease, nor shall any failure or delay on the Master Landlord's part in the performance of any such covenants, obligations, indemnities, representations or warranties excuse the performance by Subtenant of its obligations under this Sublease, including, without limitation, the obligation to pay Rent, nor permit Subtenant to terminate this Sublease or any of its obligations hereunder, provided, however, Subtenant shall be entitled to participate with Sublandlord in the enforcement of Sublandlord's rights against the Master Landlord under the Master Lease, and, at Subtenant's written request, Sublandlord shall take commercially reasonable steps, at Subtenant's expense, to enforce Sublandlord's rights against Master Landlord. Notwithstanding the foregoing, if as a result of a breach or default by Master Landlord under the Master Lease, Sublandlord has the right to abate its Rent payable thereunder, or a portion thereof, then Subtenxxx xhall have the same right under this Sublease to the extent of Sublandlord's rights under the Master Lease. If Sublandlord shall take or participate or assist in, or shall be requested to take, participate or assist in, any actions to enforce Sublandlord's rights against the Master Landlord, in so far as they are connected to or affect the Subpremises. Subtenant agrees to be responsible for all costs, expenses and other amounts incurred by Sublandlord in connection therewith, including, without limitation, attorneys' and/or consultants' fees and other costs of suit, if they are solely related to the Subpremises, or its proportionate share of such costs and expenses, to the extent that such actions also relate to other portion of the Landlord Premises under the Master Lease. Subtenant shall not have agrees to indemnify, defend and hold Sublandlord harmless from and against any claim and all liabilities, damages, claims, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by or brought against Sublandlord by reason of the Landlord's failure or refusal to comply with any of the provisions of the Master Lease unless such failure or refusal is as a result of or in connection with any actions or proceedings taken or instituted by Subtenant (or by Sublandlord at Subtenant's request) to enforce Sublandlord's act or failure to act. This Sublease shall remain in full force rights and effect notwithstanding the Landlord's failure or refusal to comply with any such provisions of the Master Lease and Subtenant shall pay the base rent and additional rent and all other charges provided for herein without any abatement, deduction or setoff whatsoever. Notwithstanding the foregoing, should the Landlord's failure or refusal to comply with any provisions of the Master Lease give rise to the right of Sublandlord to terminate the Master Lease (which right will not be exercised without the consent of Subtenant), or to have the rent abated thereunder, then, as applicable, Subtenant shall concurrently terminate the Sublease, or Subtenant shall have its rent under the Sublease abated in the same proportion as Sublandlord's rent is abated remedies under the Master Lease. Subtenant covenants and warrants that it fully understands and agrees to be subject to and bound by all of the covenants, agreements, terms, provisions and conditions of the Master Lease, except as otherwise set forth herein. Furthermore, Subtenant and whether or not Sublandlord further covenant not to take any action or do or perform any act or fail to perform any act which would result in the failure or breach of any of the covenants, agreements, terms, provisions or conditions of the Master Lease on the part of the Tenant thereunderjoins therein.

Landlord's Performance Under Master Lease. 7.1 Subtenant recognizes that Sublandlord 6.1 It is not in a position to render any of the services or to perform certain obligations which relate to the Premises required of Sublandlord by the terms of this Sublease. Thereforeunderstood and agreed that, notwithstanding anything in this Sublease to the contrary contained in this Subleasecontrary, Subtenant agrees that performance by Sublandlord shall have no liability for any breach of its obligations hereunderany representations, to warranties or statements regarding the extent that performance is beyond Sublandlord's control and within condition of the control of Landlord, are conditional upon due performance Premises which were made by the Landlord of its corresponding obligations under the Master Lease and Sublandlord shall have no obligation or responsibility to provide or perform any service, maintenance, utility, repair, alteration or other obligation which is the obligation of the Landlord to provide or perform pursuant to the terms of the Master Lease including, but not limited to, the obligation of the Landlord to make restorations or repairs after damage to the Premises or the Subleased Premises by fire or other casualty or after condemnation, the obligation of the Landlord to carry the insurance required to be carried by the Landlord under the Master Lease, the obligation of the Landlord to approve any Alterations or any other matter requiring the Landlord's approval hereunder or under the Master Lease, or any obligation of the Landlord with respect to any representations, warranties or statements regarding the condition of the Premises which were made by the Landlord under the Master Lease (collectively, "Landlord Obligations"). Subtenant further agrees that each such Landlord Obligation shall be provided or performed by the Landlord and not by Sublandlord; provided that, to the extent such Landlord Obligations are performed by the Landlord, Subtenant shall be entitled to the benefits of such performance. Sublandlord shall in no event be liable to Subtenant for nor shall Subtenant's obligations under this Sublease be impaired or reduced or the performance thereof excused because of any default failure or delay on the Landlord's part in performing or observing any Landlord Obligation of the Landlord under the Master Lease. Subtenant shall not have any claim against Sublandlord by reason of the Landlord's failure or refusal to comply with any of the provisions of the Master Lease unless such failure or refusal is a result of Sublandlord's act or failure to act. This Sublease shall remain in full force and effect notwithstanding the Landlord's failure or refusal to comply with any such provisions of the Master Lease , and Subtenant shall continue to pay the base rent and additional rent Rent and all other charges provided for herein without any abatement, deduction or setoff whatsoever. Notwithstanding the foregoing, should the Landlord's failure or refusal to comply with any provisions of the Master Lease give rise anything contained herein to the right contrary, in the event that as a result of Sublandlord any action of restoration or repair to terminate the Master Lease Premises or the Subleased Premises (which right will not be exercised without the consent whether as a result of Subtenanta casualty event, act of condemnation or otherwise), or due to have the any other cause whatsoever, Sublandlord is entitled to abatement of rent abated thereunder, then, as applicable, Subtenant shall concurrently terminate the Sublease, or Subtenant shall have its rent under the Sublease abated in the same proportion as Sublandlord's rent is abated under the Master Lease. , then to the extent the Subleased Premises are damaged or destroyed or otherwise affected by the event giving rise to the abatement, Subtenant covenants and warrants that it fully understands and agrees shall be entitled to be subject to and bound by all an corresponding abatement of the covenants, agreements, terms, provisions and conditions of the Master Lease, except as otherwise set forth herein. Furthermore, Subtenant and Sublandlord further covenant not to take any action or do or perform any act or fail to perform any act which would result in the failure or breach of any of the covenants, agreements, terms, provisions or conditions of the Master Lease on the part of the Tenant thereunderrent due under this Sublease.

Landlord's Performance Under Master Lease. 7.1 8.1 Subtenant recognizes that Sublandlord is not in a position to render any of the services or to perform certain any of the obligations which relate to the Premises required of Sublandlord by the terms of this Sublease. Therefore, notwithstanding anything to the contrary contained in this Sublease, Subtenant agrees that performance by Sublandlord of its obligations hereunder, to the extent that performance is beyond Sublandlord's control and within the control of Landlord, hereunder are conditional upon due performance by the Landlord of its corresponding obligations under the Master Lease and Sublandlord shall not be liable to Subtenant for any default of the Landlord under the Master Lease. Subtenant shall not have any claim against Sublandlord by reason of the Landlord's failure or refusal to comply with any of the provisions of the Master Lease unless such failure or refusal is a result of Sublandlord's act or failure to act. This Sublease shall remain in full force and effect notwithstanding the Landlord's failure or refusal to comply with any such provisions provision of the Master Lease and Subtenant shall pay the base rent and additional rent and all other charges provided for herein without any abatement, deduction or setoff whatsoever. Notwithstanding the foregoing, should the Landlord's failure or refusal to comply with if Landlord defaults in any provisions of the Master Lease give rise to the right of Sublandlord to terminate the Master Lease (which right will not be exercised without the consent of Subtenant), or to have the rent abated thereunder, then, as applicable, Subtenant shall concurrently terminate the Sublease, or Subtenant shall have its rent under the Sublease abated in the same proportion as Sublandlord's rent is abated obligations under the Master Lease, Subtenant shall be entitled to participate with Sublandlord in any action or proceeding undertaken by Sublandlord in the enforcement of Sublandlord's rights against Landlord. If Sublandlord elects not to take action or proceeding, whether legal action or otherwise, for the enforcement of Sublandlord's rights against Landlord, it shall notify Subtenant in writing and thereafter Subtenant shall have the right to take such action or proceeding in its own name and for that purpose and only to such extent, all the rights of Sublandlord under the Lease with respect to the Subleased Premises shall be and are hereby conferred upon and assigned to Subtenant, and Subtenant shall be subrogated to such rights to the extent they apply to the Subleased Premises. Subtenant shall protect, defend, indemnify and hold Sublandlord harmless from all claims, costs and liabilities, including attorney' fees and costs, arising out of or in connection with any such action or proceeding by Subtenant. Subtenant covenants and warrants that it fully understands and agrees to be subject to and bound abide by all of the covenants, agreements, terms, provisions and conditions of the Master LeaseLease during the term of this Sublease, except as otherwise set forth modified herein. Furthermore, Subtenant and Sublandlord further covenant not to take any action or do or perform any act or fail to perform any act which would result in the failure or breach of any of the covenants, agreements, terms, provisions or conditions of the Master Lease on the part of the Tenant thereunder.