Common use of Master Landlord Consent Clause in Contracts

Master Landlord Consent. This Sublease shall not become effective and shall not be deemed to be an offer to sublease or create any rights or obligations between Subtenant or Sublandlord unless and until Sublandlord and Subtenant have executed and delivered the same, and Master Landlord has executed and delivered a consent to this Sublease in the form attached hereto as Exhibit E, with such changes as may reasonably be accepted by Subtenant and Sublandlord as long as Master Landlord does not change the non-disturbance language of paragraph 4 of the consent set forth in Exhibit E. Subtenant shall use commercially reasonable efforts to obtain the consent of Master Landlord promptly following mutual execution hereon. If no such consent to this Sublease is given by Master Landlord within thirty (30) days after the delivery of a copy of the fully executed Sublease to Master Landlord, then either Sublandlord or Subtenant shall have the right, by written notice to the other, to terminate this Sublease at any time prior to such consent from Master Landlord being given. By delivering this Sublease, each Party hereby represents and warrants to the other that such execution and delivery has been duly authorized by all necessary corporate or partnership action and that the person(s) executing same have been duly authorized to do so. In the event the Master Lease is terminated prior to the expiration of the Sublease Term, whether as a result of a voluntary termination by Sublandlord or a default on the part of Sublandlord, this Sublease shall, upon notice from Master Landlord to Subtenant, remain in full force and effect as a direct lease between Subtenant and Master Landlord (in which event Subtenant shall attorn to Master Landlord).

Master Landlord Consent. This Sublease shall not become effective and shall not be deemed to be an offer to sublease or create any rights or obligations between Subtenant or Sublandlord unless and until Sublandlord and Subtenant have executed and delivered the same, and Master Landlord has executed and delivered a consent to this Sublease in the form attached hereto as Exhibit EC, with such changes as may reasonably be accepted by Subtenant and Sublandlord. Sublandlord as long as Master Landlord does not change the non-disturbance language of paragraph 4 of the consent set forth in Exhibit E. Subtenant shall use commercially reasonable efforts to obtain the consent of Master Landlord promptly following mutual execution hereon. If no such consent to this Sublease is given by Master Landlord within thirty (30) days after the delivery of a copy of the fully executed Sublease to Master Landlord, then either Sublandlord or Subtenant shall have the right, by written notice to the other, to terminate this Sublease at any time prior to such consent from Master Landlord being given. By delivering this Sublease, each Party hereby represents and warrants to the other that such execution and delivery has been duly authorized by all necessary corporate or partnership action and that the person(s) executing same have been duly authorized to do so. In the event the Master Lease is terminated prior to the expiration of the Sublease Term, whether as a result of a voluntary termination by Sublandlord or a default on the part of Sublandlord, this Sublease shall, upon notice from Master Landlord to Subtenant, remain in full force and effect as a direct lease between Subtenant and Master Landlord (in which event Subtenant shall attorn to Master Landlord).

Master Landlord Consent. This Sublease shall not become effective and shall not be deemed to be an offer to sublease or create any rights or obligations between Subtenant or Sublandlord unless and until Sublandlord and Subtenant have executed and delivered the same, and Master Landlord has executed and delivered a consent to this Sublease in the form attached hereto as Exhibit ED, with such changes as may reasonably be accepted by Subtenant and Sublandlord as long as Master Landlord does not change the non-disturbance language of paragraph 4 of the consent set forth in Exhibit E. D. Subtenant shall use commercially reasonable efforts to obtain the consent of Master Landlord promptly following mutual execution hereon. If no such consent to this Sublease is given by Master Landlord within thirty (30) days after the delivery of a copy of the fully executed Sublease to Master Landlord, then either Sublandlord or Subtenant shall have the right, by written notice to the other, to terminate this Sublease at any time prior to such consent from Master Landlord being given. By delivering this Sublease, each Party hereby represents and warrants to the other that such execution and delivery has been duly authorized by all necessary corporate or partnership action and that the person(s) executing same have been duly authorized to do so. In the event the Master Lease is terminated prior to the expiration of the Sublease Term, whether as a result of a voluntary termination by Sublandlord or a default on the part of Sublandlord, this Sublease shall, upon notice from Master Landlord to Subtenant, remain in full force and effect as a direct lease between Subtenant and Master Landlord (in which event Subtenant shall attorn to Master Landlord).

Master Landlord Consent. This Sublease (and delivery of possession of the Sublease Premises to Subtenant) is subject to the written consent of Master Landlord, which consent shall not become effective be upon terms and shall not be deemed conditions acceptable to be an offer to sublease or create any rights or obligations between Subtenant or and Sublandlord unless in their sole and until Sublandlord and Subtenant have executed and delivered the same, and absolute discretion. If Master Landlord has executed and delivered a refuses to unconditionally consent to this Sublease, or if the consent contains terms and conditions unacceptable to Sublandlord or Subtenant, this Sublease in shall terminate and neither party shall have any continuing obligation to the form attached hereto as Exhibit E, other with such changes as may reasonably be accepted respect to the Subleased Premises; provided Sublandlord promptly shall return to Subtenant all sums paid by Subtenant and to Sublandlord as long as Master Landlord does not change in connection with Subtenant’s execution of this Sublease. In the non-disturbance language of paragraph 4 of the consent set forth in Exhibit E. Subtenant shall use commercially reasonable efforts to obtain the event such unconditional consent of Master Landlord promptly following mutual execution hereon. If no such consent to this Sublease is given not obtained by Master Landlord within thirty (30) days after the delivery of a copy of the fully executed Sublease to Master LandlordSublandlord by March 15, 2005, then either Sublandlord or Subtenant shall have the right, by written notice to the other, to may terminate this Sublease at any time prior to such consent from Master Landlord being given. By delivering this Sublease, each Party hereby represents and warrants to by giving the other that such execution and delivery has been duly authorized by all necessary corporate or partnership action and that party ten (10) days’ prior written notice, in which case this Sublease shall terminate on the person(s) executing same have been duly authorized to do so. In day following the event the Master Lease is terminated prior to the expiration last day of the Sublease Termten (10) day notice period (unless Master Landlord’s consent is obtained during such ten (10) day period, whether as a result of a voluntary termination by Sublandlord or a default on the part of Sublandlord, in which case this Sublease shall, upon notice from Master Landlord to Subtenant, shall remain in full force and effect as a direct lease between effect), neither party shall have any further rights or obligations hereunder and Sublandlord promptly shall return to Subtenant and Master Landlord (all sums paid by Subtenant to Sublandlord in which event Subtenant shall attorn to Master Landlord)connection with Subtenant’s execution of this Sublease.

Master Landlord Consent. This Sublease is conditioned upon the written consent by the Master Landlord to this Sublease. Sublandlord makes no representation with respect to obtaining the Master Landlord's approval of this Sublease and, in the event that the Master Landlord shall not become effective and consent to this Sublease, Sublandlord will so notify Subtenant and, upon receipt of such notification by Sublandlord, this Sublease shall not be deemed to be an offer to sublease null and void and without force or create any rights or obligations between Subtenant or Sublandlord unless effect, and until Sublandlord and Subtenant shall have executed and delivered no further obligations or liabilities to the same, and Master Landlord has executed and delivered a consent other with respect to this Sublease in except for the form attached hereto as Exhibit Eobligation of Sublandlord to return the pre-paid rent and the Security Deposit. Master Landlord consents to this Sublease, with such changes as may reasonably be accepted by Subtenant including all the terms and Sublandlord as provisions thereof. So long as Sublandlord is not in default under the Master Lease, Master Landlord does will not change the non-disturbance language of paragraph 4 disturb Subtenant's possession of the consent set forth in Exhibit E. Subtenant shall use commercially reasonable efforts to obtain Sublease Premises throughout the consent of Master Landlord promptly following mutual execution hereon. If no such consent to this Sublease is given by Master Landlord within thirty (30) days after the delivery of a copy term of the fully executed Sublease to Sublease. Nothing contained herein shall impose any obligations on the Master Landlord, then either all such obligations being those of the Sublandlord or and Subtenant only. Master Landlord shall have the right, by written notice to the other, to terminate this Sublease at no responsibility or liability of any time prior to such consent from Master Landlord being given. By delivering this Sublease, each Party hereby represents and warrants to the other that such execution and delivery has been duly authorized by all necessary corporate or partnership action and that the person(s) executing same have been duly authorized to do so. In the event the Master Lease is terminated prior to the expiration of the Sublease Term, whether nature toward any persons as a result of the provisions of this Sublease. Nothing contained herein shall alter the obligations of Sublandlord to Master Landlord pursuant to the terms of the Master Lease. Master Landlord is not a voluntary termination by Sublandlord or a default on the part of Sublandlord, party to this Sublease shallbut may, upon notice from at its option, assert the rights of a third party beneficiary of Subtenant's obligations to Sublandlord. Master Landlord acknowledges that it is not entitled to Subtenantany Excess Sublease Rent arising out of this Sublease based upon the stated rent set forth in Section 4 and the other terms of this Sublease as of the Effective Date. Pursuant to Section 8 of the Third Amendment, remain the parties acknowledge and agree that the Renewal Options (as defined in full force the Third Amendment) shall automatically be null and effect as a direct lease between Subtenant and Master Landlord (in which event Subtenant shall attorn to Master Landlord)void upon the execution of this Sublease.

Master Landlord Consent. This Sublease shall not become effective and shall not be deemed to be an offer to sublease or create any rights or obligations between Subtenant or Sublandlord unless and until Sublandlord and Subtenant have executed and delivered the same, and Master Landlord has executed and delivered a consent to this Sublease in substantially the form attached hereto as Exhibit EC, with such changes as may reasonably be accepted by Subtenant and Sublandlord as long as Master Landlord does not change the non-disturbance language of new lease provisions in paragraph 4 5 of the consent set forth in Exhibit E. C. Subtenant shall use commercially reasonable efforts to obtain the consent of Master Landlord promptly following mutual execution hereonhereof. If no such consent to this Sublease is given by Master Landlord within thirty (30) days after the delivery of a copy of the fully executed Sublease to Master Landlord, then either Sublandlord or Subtenant shall have the right, by written notice to the other, to terminate this Sublease at any time prior to such consent from Master Landlord being given. By delivering this Sublease, each Party hereby represents and warrants to the other that such execution and delivery has been duly authorized by all necessary corporate or partnership action and that the person(s) executing same have been duly authorized to do so. In the event the Master Lease is terminated prior to the expiration of the Sublease Term, whether as a result of a voluntary termination by Sublandlord or a default on the part of Sublandlord, this Sublease shall, upon notice from Master Landlord to Subtenant, remain in full force and effect as a direct lease between Subtenant and Master Landlord (in which event Subtenant shall attorn to Master Landlord).

Master Landlord Consent. This Sub-Sublease shall not become be effective and shall not be deemed to be an offer to sublease or create any rights or obligations between Subtenant or Sublandlord unless and until Sublandlord and Subtenant have executed and delivered consented to by the same, and Master Landlord has executed in accordance with the Master Lease and delivered this Section 8(h). Sub-Subtenant agrees to promptly provide to Sub-Sublandlord any and all information regarding Sub-Subtenant, including without limitation financial statements, that Master Landlord may reasonably request and Sub-Subtenant and Sub-Sublandlord shall otherwise cooperate to satisfy any reasonable non-monetary requirement Master Landlord may impose as a condition to its consent to this Sub-Sublease. This Sub-Sublease in and the form attached hereto as Exhibit E, with such changes as may reasonably be accepted by Subtenant and obligations of the parties hereunder are expressly conditioned upon Sub-Sublandlord as long as obtaining the prior written consent of the Master Landlord does not change to this fully executed Sub-Sublease (to the non-disturbance language of paragraph 4 of extent required by the consent set forth in Exhibit E. Subtenant shall use commercially reasonable efforts to obtain Master Lease) (the consent of “Master Landlord promptly following mutual execution hereonConsent”). If no such consent to this Sublease is given by the Master Landlord Consent has not been received within thirty (30) days after the execution and delivery of a copy of the fully executed Sublease to Master Landlordthis Sub-Sublease, then either Sublandlord or Sub-Subtenant shall have the right, by written notice to the other, right to terminate this Sub-Sublease by delivering written notice thereof to Sub-Sublandlord at any time thereafter but prior to such consent from receipt of the Master Landlord being givenConsent. By delivering this Sublease, each Party hereby represents and warrants to If the other that such Master Landlord Consent has not been received within sixty (60) days after the execution and delivery of this Sub-Sublease, and if Sub-Subtenant has been duly authorized not terminated this Sub-Sublease pursuant to the immediately preceding sentence, Sub-Sublandlord shall have the right to terminate this Sub-Sublease by all necessary corporate or partnership action and that the person(s) executing same have been duly authorized delivering written notice thereof to do so. In the event Sub-Subtenant at any time thereafter but prior to receipt of the Master Lease is terminated prior to the expiration of the Sublease Term, whether as a result of a voluntary termination by Sublandlord or a default on the part of Sublandlord, this Sublease shall, upon notice from Master Landlord to Subtenant, remain in full force and effect as a direct lease between Subtenant and Master Landlord (in which event Subtenant shall attorn to Master Landlord)Consent.

Master Landlord Consent. This Sublease is conditioned upon the written consent by the Master Landlord to this Sublease, which consent shall not become effective and be substantially in the form annexed hereto as Exhibit "C" (the "Consent to Sublease"). Promptly after the execution of this Sublease, Sublandlord shall present the Consent to Sublease to Master Landlord for execution. Sublandlord shall use its best efforts to obtain Master Landlord's execution of the Consent to Sublease on or before that date which is 45 days from the date first set forth above (the "Final Consent Delivery Date"), but shall not be deemed required to be an offer take any legal action for such purpose. Subtenant agrees to sublease or create cooperate with Sublandlord in responding to any rights or obligations between Subtenant or Sublandlord unless and until Sublandlord and Subtenant have executed and delivered the same, and Master Landlord has executed and delivered a consent to this Sublease in the form attached hereto as Exhibit E, with such changes as may reasonably be accepted by Subtenant and Sublandlord as long as Master Landlord does not change the non-disturbance language of paragraph 4 of the consent set forth in Exhibit E. Subtenant shall use commercially reasonable efforts to obtain the consent of Master Landlord promptly following mutual execution hereon. If no such consent to this Sublease is given request by Master Landlord within thirty for information (30financial or otherwise) days after or documents relating to Subtenant or its business. Should Sublandlord fail for any reason to deliver possession of the delivery Sublease Premises along with the executed Consent to Sublease by the Final Consent Delivery Date, Subtenant may terminate this Sublease or elect to cause the Term to commence on (and the Commencement Date shall be) the date on which Sublandlord actually delivers to Subtenant both possession of a copy of the Premises and the fully executed Sublease Consent to Master Landlord, then either Sublandlord or Subtenant shall have the right, by written notice to the other, to terminate this Sublease at any time prior to such consent from Master Landlord being given. By delivering this Sublease, each Party hereby represents and warrants to the other that such execution and delivery has been duly authorized by all necessary corporate or partnership action and that the person(s) executing same have been duly authorized to do so. In the event the Master Lease is terminated prior to the expiration of the Sublease Term, whether as a result of a voluntary termination by Sublandlord or a default on the part of Sublandlord, this Sublease shall, upon notice from Master Landlord to Subtenant, remain in full force and effect as a direct lease between Subtenant and Master Landlord (in which event Subtenant shall attorn to Master Landlord).

Master Landlord Consent. This Sublease is executed and delivered by the parties hereto subject to obtaining the written consent of Master Landlord as required under the Master Lease. This Sublease shall not become effective be of no force and shall not be deemed to be an offer to sublease or create any rights or obligations between Subtenant or Sublandlord unless and until Sublandlord and Subtenant have executed and delivered effect if the same, and consent (the “Consent”) of Master Landlord has executed and delivered a consent to this Sublease non-disturbance agreement, substantially in the form attached hereto as Exhibit EG or otherwise in a form reasonably acceptable to Subtenant, with is not received by Sublandlord within 30 days following the date of execution and delivery of this Sublease by Sublandlord, as such changes as date may reasonably be accepted extended from time to time by written agreement between Sublandlord and Subtenant and Sublandlord as long (the “Consent Period”). Subtenant agrees to supply such information as Master Landlord does not change may reasonably require in connection with the non-disturbance language of paragraph 4 of the consent set forth Consent and in Exhibit E. Subtenant shall use commercially reasonable efforts order to obtain the consent of induce Master Landlord promptly following mutual execution hereonto execute the Consent If the Consent shall not be obtained through no fault of Subtenant, all sums paid by Subtenant to Sublandlord hereunder shall be returned. If no such consent Nothing herein contained or otherwise shall be deemed to this Sublease is given by Master Landlord within thirty (30) days after the delivery be a waiver of a copy any of the fully executed Sublease to Master Landlord, then either Sublandlord or Subtenant shall have the right, by written notice to the other, to terminate this Sublease at any time prior to such consent from Master Landlord being given. By delivering this Sublease, each Party hereby represents and warrants to the other that such execution and delivery has been duly authorized by all necessary corporate or partnership action and that the person(s) executing same have been duly authorized to do so. In Sublandlord’s rights under Article 21 hereof in the event the Master Lease is terminated prior to that there occurs a hold-over in possession by Subtenant beyond the expiration of the Sublease Term, whether as a result of a voluntary termination by Sublandlord or a default on the part of Sublandlord, this Sublease shall, upon notice from Master Landlord to Subtenant, remain in full force and effect as a direct lease between Subtenant and Master Landlord (in which event Subtenant shall attorn to Master Landlord)Consent Period.

Master Landlord Consent. 23.01 This Sublease shall not become effective and shall not be deemed to be an offer to sublease or create any rights or obligations between Subtenant or Sublandlord unless and until Sublandlord and Subtenant have executed and delivered the same, and written consent of the Master Landlord has executed and delivered a to this Sublease, which consent shall include, in substance, an agreement by Master Landlord to recognize Subtenant under the terms of this Sublease in the form attached hereto as Exhibit Eevent of a termination of the Master Lease by reason of a default thereunder by Sublandlord or voluntary termination of the Master Lease except in certain circumstances, with subject to the terms of such changes as may reasonably be accepted by Subtenant and Sublandlord as long as consent (the “Master Landlord does not change the non-disturbance language of paragraph 4 of the consent set forth Consent”) has been obtained in Exhibit E. Subtenant shall use commercially reasonable efforts form and substance reasonably acceptable to obtain the consent of Master Landlord promptly following mutual execution hereon. If no such consent to this Sublease is given by Master Landlord within thirty (30) days after the delivery of Sublandlord and Subtenant, and a copy of the fully executed Master Landlord Consent has been delivered to Sublandlord and Subtenant. Promptly following execution and delivery of this Sublease by Sublandlord and Subtenant, Sublandlord shall request the Master Landlord Consent. If the written Master Landlord Consent to Master Landlordthis Sublease shall not be obtained on or before forty-five (45) days following execution of this Sublease by Sublandlord and Subtenant, then either Sublandlord or and Subtenant shall each have the right, by right to terminate this Sublease upon ten (10) days’ prior written notice to the other, to terminate this Sublease at any time prior to such consent from other party and unless the Master Landlord being given. By delivering this Sublease, each Party hereby represents and warrants to the other that such execution and delivery has been duly authorized by all necessary corporate or partnership action and that the person(sConsent is obtained within said ten (10) executing same have been duly authorized to do so. In the event the Master Lease is terminated prior to the expiration of the Sublease Term, whether as a result of a voluntary termination by Sublandlord or a default on the part of Sublandlordday period, this Sublease shallshall be of no further force or effect and shall be deemed null and void ab initio, upon notice from Master Landlord to Subtenant, remain in full force and effect as a direct lease between Subtenant and Master Landlord (in which event neither Sublandlord nor Subtenant shall attorn have any liability hereunder, except that Sublandlord shall promptly return any Fixed Rent and security deposit delivered by Subtenant to Master Landlord)Sublandlord pursuant to this Sublease.

Master Landlord Consent. This Sublease is subject to and conditioned upon Sublandlord obtaining the written consent of Master Landlord, to the extent required under the Master Lease. Sublandlord shall not become effective promptly request and shall not be deemed use due diligence to be an offer to sublease or create any rights or obligations between Subtenant or Sublandlord unless obtain such consent at Sublandlord’s sole cost and until Sublandlord expense, and Subtenant have executed and delivered the sameshall cooperate with Sublandlord in connection therewith, including, without limitation, (i) providing Sublandlord and Master Landlord has executed with such information as Sublandlord may be required to provide Master Landlord under the Master Lease in connection with Master Landlord’s evaluation of subtenants, and delivered (ii) executing and delivering to Master Landlord and Sublandlord a commercially reasonable form of consent to this Sublease in sublease providing the form attached hereto as Exhibit Erights, with protections and benefits to Subtenant set forth herein. If such changes as may reasonably be accepted by Subtenant and Sublandlord as long as consent is refused or if Master Landlord does not change the non-disturbance language of paragraph 4 of the consent set forth in Exhibit E. Subtenant shall use commercially reasonable efforts otherwise fail to obtain the consent of Master Landlord promptly following mutual execution hereon. If no grant such consent to this Sublease is given by Master Landlord within thirty sixty (3060) days after from the delivery of a copy of the fully executed Sublease to Master Landlorddate hereof, then either Sublandlord or Subtenant shall have the rightparty may, by written notice to the other, to terminate this Sublease given at any time prior to the granting of such consent from consent, terminate and cancel this Sublease. In addition, if Master Landlord being given. By delivering exercises or seeks to exercise any “recapture” right in response to a request for consent, Sublandlord may rescind such request for consent and terminate this Sublease, each Party hereby represents and warrants to the other that such execution and delivery has been duly authorized by all necessary corporate or partnership action and that the person(s) executing same have been duly authorized to do so. In the event the Master Lease is terminated prior of a termination of this Sublease pursuant to the expiration foregoing, Sublandlord shall return any pre-paid Rent and the Security Deposit (hereinafter defined) previously paid by Subtenant to Sublandlord in connection with this Sublease. Upon the making of such refund, neither party shall have any further obligations to the other under this Sublease, except to the extent that the provisions of this Sublease Term, whether expressly survive the termination hereof. The parties hereby acknowledge and agree that in no event shall Sublandlord be liable to Subtenant for any damages and/or losses suffered by Subtenant as a result of a voluntary termination Sublandlord’s inability to obtain consent to this Sublease from Master Landlord. The foregoing notwithstanding and anything otherwise contained in this Sublease to the contrary, the first monthly installment of advanced rent shall be by check to be held by Sublandlord or a default on and only deposited upon commencement of the part Term of Sublandlord, this Sublease shall, upon notice from Master Landlord to Subtenant, remain in full force and effect as a direct lease between Subtenant and Master Landlord (in which event Subtenant shall attorn to issuance of the Master Landlord)’s consent complying with the terms hereof and the Security Deposit shall be by Subtenant’s corporate check to be held, undeposited, and deposited should the Master Landlord’s consent be obtained.