Common use of Master Landlord’s Obligations Clause in Contracts

Master Landlord’s Obligations. Subtenant agrees that Sublandlord shall not be required to perform any of the covenants, agreements or obligations of Master Landlord under the Master Lease, and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the Master Lease by Master Landlord thereunder, Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Master Landlord for such performance. In addition, Sublandlord shall have no obligation to perform any repairs or any other obligation of Master Landlord under the Master Lease, nor shall any representations or warranties made by Master Landlord under the Master Lease be deemed to have been made by Sublandlord. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Master Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (a) abatement, diminution or reduction of Subtenant’s obligations under this Sublease, except as expressly provided below, or (b) liability on the part of Sublandlord. Notwithstanding the foregoing, Sublandlord shall use commercially reasonable efforts, under the circumstances, to secure such performance upon Subtenant’s request to Sublandlord to do so, provided that in no event will this sentence be construed to require Sublandlord to commence any litigation or similar proceeding against Master Landlord. In no event shall Subtenant have any right to directly enforce Master Landlord’s obligations under the Master Lease. If and to the extent that Sublandlord’s rental obligation is abated or reduced pursuant to the Master Lease due to a casualty, condemnation or other interference with the use of the Premises including abatements under Section 6.4 of the Master Lease, the Rent hereunder shall be abated or reduced in the same proportion and period as the abatement or reduction under the Master Lease. Subtenant shall not be entitled to any further abatement or reduction in Rent.

Master Landlord’s Obligations. Sublandlord agrees that Subtenant agrees shall be entitled to receive all service and repairs to be provided by Master Landlord to Sublandlord under the Master Lease with regards to the Subleased Premises; provided, however, that Sublandlord shall not be required liable for any failure or interruption of any such service or repairs except to perform any of the covenants, agreements extent caused by or obligations of Master Landlord under arising from the Master Lease, and, insofar as any of the covenants, agreements and obligations negligence or willful misconduct of Sublandlord hereunder are required to be performed under the Master Lease by Master Landlord thereunder, Subtenant acknowledges and agrees that or Sublandlord shall be entitled to look to Master Landlord for such performanceRelated Parties (as defined in Paragraph 12 below). In addition, Sublandlord shall have no obligation to perform any repairs or any other obligation of Master Landlord under the Master Lease, nor shall any representations or warranties made required to be performed by Master Landlord under the terms of the Master Lease be deemed to have been made by Sublandlord. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Master Landlord or otherwise, (including, without limitation, heatMaster Landlord's obligations under Articles 5, air conditioning6, ventilation9, life-safety10 and 11 of the Master Lease and Master Landlord's obligation to comply with laws and carry building insurance). Sublandlord shall, waterhowever, electricityrequest performance of the same in writing from Master Landlord promptly after being requested to do so by Subtenant, elevator service and cleaning serviceshall use Sublandlord's reasonable efforts (not including the payment of money, if any; and no failure to furnishthe incurring of any liabilities, or interruption ofthe institution of legal proceedings) to obtain Master Landlord's performance. However, any such services in the event that (i) Master Landlord is in default under the Master Lease beyond applicable notice and cure periods and (ii) Subtenant's use of the Subleased Premises is, or facilities shall give rise to any (a) abatement, diminution or reduction of Subtenant’s obligations 's rights under this SubleaseSublease are, except as expressly provided belowmaterially and adversely affected by such default, or (b) liability on the part of Sublandlord. Notwithstanding the foregoingthen, upon Subtenant's request, Sublandlord shall use commercially reasonable efforts, under the circumstances, permit Subtenant to secure such performance upon Subtenant’s request to Sublandlord to do so, provided that in no event will this sentence be construed to require Sublandlord to commence any litigation or similar proceeding take legal action (an "Action") against Master Landlord. In no event shall Subtenant have any right Landlord at Subtenant's sole cost and expense, in which event, for that purpose and only to directly enforce Master Landlord’s obligations such extent, Sublandlord's rights under the Master Lease. If Lease as "Tenant" with respect to the Subleased Premises to institute such legal action shall be assigned to Subtenant, and Subtenant shall be subrogated to such rights to the extent that Sublandlord’s rental obligation is abated or reduced pursuant the same shall apply to the Subleased Premises. If any such Action against Master Lease due to a casualtyLandlord shall be barred by reason of lack of privity, condemnation nonassignability or other interference otherwise, Subtenant may take such Action in Sublandlord's name at Subtenant's sole cost and expense; provided Subtenant obtains the prior written consent of Sublandlord, which consent shall not be unreasonably withheld, conditioned or delayed. In the event Subtenant brings an Action in accordance with the use this Xxxxxxxxx 00, Xxxxxxxxxxx shall reasonably cooperate with Subtenant in Subtenant's prosecution of the Premises including abatements under Section 6.4 of the Master Leasesame; provided, the Rent hereunder however, that such cooperation shall be abated or reduced in the same proportion and period as the abatement or reduction under the Master Leaseat no out-of-pocket cost to Sublandlord. Subtenant shall not be entitled indemnify, protect, defend by counsel reasonably satisfactory to Sublandlord and hold Sublandlord harmless from and against any further abatement and all liability, loss, claims, demands, suits, penalties or reduction in Rentdamage (including, without being limited to, reasonable attorneys' fees and expenses) which Sublandlord may incur or suffer by reason of any Action taken pursuant to this Paragraph 10.

Master Landlord’s Obligations. It shall be the obligation of Master Landlord (and not Sublandlord) to make all repairs and provide all services to be provided by Master Landlord under the terms of the Master Lease and to satisfy all obligations and covenants of Master Landlord made in the Master Lease. Subtenant acknowledges that Sublandlord shall be under no obligation to make any such repairs, to provide any such services or satisfy any such obligations or covenants. Accordingly, for the sake of clarity, Subtenant agrees that Sublandlord shall not be required obligated to perform furnish for Subtenant any services of the covenants, agreements or obligations of Master Landlord under the Master Lease, and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the Master Lease by Master Landlord thereunder, Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Master Landlord for such performance. In addition, Sublandlord shall have no obligation to perform any repairs or any other obligation of Master Landlord under the Master Lease, nor shall any representations or warranties made by Master Landlord under the Master Lease be deemed to have been made by Sublandlord. Sublandlord shall not be responsible for any failure or interruption, for any reason nature whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Master Landlord or otherwise, including, without limitation, heatclimate control, air conditioningcleaning services, ventilationsecurity, life-safetyelectrical energy and miscellaneous power services, water, electricity, elevator service water and cleaning service, if any; other public utilities and no failure to furnishconstruction of any improvements at the Premises, or interruption of, to perform any such services or facilities shall give rise to any (a) abatement, diminution or reduction of Subtenant’s obligations under this Sublease, except as expressly provided below, or (b) liability on the part of Sublandlord. Notwithstanding the foregoing, Sublandlord shall use commercially reasonable efforts, under the circumstances, to secure such performance upon Subtenant’s request to Sublandlord to do so, provided that in no event will this sentence be construed to require Sublandlord to commence any litigation or similar proceeding against Master Landlord. In no event shall Subtenant have any right to directly enforce Master Landlord’s obligations under the Master Lease. If Further, Sublandlord shall in no event be liable to Subtenant nor shall the obligations of Subtenant hereunder be impaired or abated (except as expressly set forth herein) or the performance hereof by Subtenant be excused because of (i) any failure or delay on Master Landlord’s part in furnishing any services, utilities, parking facilities or maintenance or in doing such repairs or work, including those which may be contemplated by this Sublease, (ii) any other failure of the Master Landlord to observe and to the extent that Sublandlord’s rental obligation is abated or reduced perform its covenants and agreements pursuant to the Master Lease due to a casualtyLease, condemnation or other interference with (iii) the use acts or omissions of the Master Landlord, its agents, contractors, servants, employees, invitees, or licensees. If Master Landlord shall default in any of its obligations to Sublandlord with respect to the Sublease Premises, Sublandlord will use diligent efforts to cause Master Landlord to perform and observe such obligations. Sublandord shall have the first right, but not the obligation, to initiate legal proceedings against Master Landlord to enforce Sublandlord’s rights under the Master Lease, but if Sublandlord elects not to institute legal proceedings against Master Landlord for a matter pertaining to the Sublease Premises, Subtenant may request in writing that Sublandlord initiate such proceeding. Upon receipt of such written request, Sublandlord shall promptly and in its sole discretion either (i) assign to Subtenant its causes of action or rights against Master Landlord to the extent applicable to Subtenant, the Sublease Premises or Subtenant’s rights hereunder and shall permit Subtenant to institute such legal proceeding against Master Landlord in the name of Subtenant or, if necessary in order to effectuate the benefit of such assignment, in the name of Sublandlord, provided Subtenant shall use counsel reasonably approved by Sublandlord and Subtenant shall not settle such proceeding without the prior written consent of Sublandlord (which shall not be unreasonably withheld or delayed), or (ii) institute legal proceedings against Master Landlord in the name of Sublandlord, provided that in either of (i) or (ii) Sublandlord shall have no obligations with regard to any Subtenant request to initiate legal proceedings that is unreasonable, immaterial or if Sublandlord reasonably believes that alternative, bona fide actions may be taken to resolve the dispute and Sublandlord promptly and diligently engages in such alternative actions. Subtenant shall be required to reimburse Sublandlord for all out-of-pocket third party expenses incurred by Sublandlord in connection with legal proceedings undertaken at Subtenant’s request and shall indemnify and hold harmless Sublandlord from any claims, liabilities, damages, costs and expenses, including abatements any reasonable attorneys’ fees incurred by Sublandlord as a result of Subtenant exercising its rights under this subsection 2(d). To the extent that Sublandlord is entitled to any abatement of Base Rent, Operating Costs and Taxes under Section 6.4 9.5(b) of the Master Lease, the Rent hereunder abatement shall be abated or reduced in allocated between Sublandlord and Subtenant according to the same proportion and period portion of the Sublease Premises affected by the untenantability as a percentage of the abatement or reduction under the Master Lease. Subtenant shall not be entitled to any further abatement or reduction in Rent“Affected Portion.”

Master Landlord’s Obligations. Subtenant agrees that Sublandlord shall not be required to perform any of the covenants, agreements or and/or obligations of Master Landlord under the Master LeaseLease except as specifically set forth herein, and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the Master Lease by Master Landlord “Landlord” thereunder, Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Master Landlord for such performance. In addition, Sublandlord shall have no obligation to perform any repairs or any other obligation required of Master Landlord under the Master Lease, nor shall any representations or warranties made by Master Landlord under the Master Lease be deemed to have been made by Sublandlord. Except to the extent caused by Sublandlord’s gross negligence or willful misconduct or breach of this Sublease, Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Master Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (a) abatement, diminution or reduction of Subtenant’s obligations under this Sublease, except as expressly provided below, or (b) liability on the part of Sublandlordby utility providers. Notwithstanding the foregoing, Sublandlord shall use commercially reasonable good faith efforts, under the circumstances, to secure such performance upon Subtenant’s request to Sublandlord to do so, provided that in no event will this sentence . Sublandlord shall perform or cause to be construed to require Sublandlord to commence any litigation or similar proceeding against Master Landlord. In no event shall Subtenant have any right to directly enforce Master Landlord’s performed all of its obligations under the Master Lease. If and Lease to the extent that Sublandlord’s rental not the obligation is abated or reduced pursuant to the Master Lease due to a casualty, condemnation or other interference with the use of the Premises including abatements Subtenant assumed under Section 6.4 of the Master Lease, the Rent hereunder shall be abated or reduced in the same proportion and period as the abatement or reduction under the Master Lease. Subtenant shall not be entitled to any further abatement or reduction in Rentthis Sublease.

Master Landlord’s Obligations. Subtenant agrees (a) To the extent that Sublandlord shall not be required to perform the provision of any services or the performance of any maintenance or any other act respecting the covenants, agreements Premises or obligations Building is the responsibility of Master Landlord under the Master LeaseLease (collectively, and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the Master Lease by “Master Landlord thereunderObligations”), Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Master Landlord for such performance. In addition, Sublandlord shall have no obligation to perform any repairs or any other obligation of Master Landlord under the Master Lease, nor shall any representations or warranties made by Master Landlord under the Master Lease be deemed to have been made by Sublandlord. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Master Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (a) abatement, diminution or reduction of Subtenant’s obligations under this Sublease, except as expressly provided below, or (b) liability on the part of Sublandlord. Notwithstanding the foregoing, Sublandlord shall use commercially reasonable efforts, under the circumstances, to secure such performance upon Subtenant’s request request, Dendreon shall make reasonable efforts to Sublandlord cause Master Landlord to do so, perform such Master Landlord Obligations; provided that in no event will this sentence shall Dendreon be construed liable to require Sublandlord Subtenant for any liability, loss or damage whatsoever in the event that Master Landlord should fail to commence any litigation or similar proceeding against Master Landlord. In no event perform the same, nor shall Subtenant have any right be entitled to directly enforce withhold the payment of Rent (except to the extent provided in Section 5(d) above) or terminate this Sublease. It is expressly understood that the services and repairs constituting the Master Landlord’s Obligations, including but not limited to the maintenance of exterior walls, structural portions of the roof, foundations, walls and floors, will in fact be furnished by Master Landlord and not by Dendreon, except to the extent otherwise provided for in the Master Lease. In addition, Dendreon shall not be liable for any maintenance, restoration (following casualty or destruction) or repairs in or to the Building or Premises other than its obligation hereunder to use reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. If and With respect to any maintenance or repair to be performed by Master Landlord respecting the extent that Sublandlord’s rental obligation is abated or reduced pursuant to the Master Lease due to a casualty, condemnation or other interference with the use of the Premises including abatements under Section 6.4 of the Master LeasePremises, the Rent hereunder shall be abated or reduced in the same proportion and period as the abatement or reduction under the Master Lease. parties expressly agree that Subtenant shall not be entitled have the right to any further abatement or reduction in Rentcontact Master Landlord directly to cause it to so perform.

Master Landlord’s Obligations. Sublandlord agrees that Subtenant agrees shall be entitled to receive all service and repairs to be provided by Master Landlord to Sublandlord under the Master Lease with regards to the Subleased Premises; provided, however, that Sublandlord shall not be required liable for any failure or interruption of any such service or repairs except to perform any of the covenants, agreements extent caused by or obligations of Master Landlord under arising from the Master Lease, and, insofar as any of the covenants, agreements and obligations negligence or willful misconduct of Sublandlord hereunder are required to be performed under the Master Lease by Master Landlord thereunder, Subtenant acknowledges and agrees that or Sublandlord shall be entitled to look to Master Landlord for such performanceRelated Parties (as defined in Paragraph 12 below). In addition, Sublandlord shall have no obligation to perform any repairs or any other obligation of Master Landlord under the Master Lease, nor shall any representations or warranties made required to be performed by Master Landlord under the terms of the Master Lease be deemed to have been made by Sublandlord. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Master Landlord or otherwise, (including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (a) abatement, diminution or reduction of Subtenant’s obligations under this Sublease, except as expressly provided below, or (b) liability on the part of Sublandlord. Notwithstanding the foregoing, Sublandlord shall use commercially reasonable efforts, under the circumstances, to secure such performance upon Subtenant’s request to Sublandlord to do so, provided that in no event will this sentence be construed to require Sublandlord to commence any litigation or similar proceeding against Master Landlord. In no event shall Subtenant have any right to directly enforce Master Landlord’s obligations under Articles 5, 6, 9, 10 and 11 of the Master LeaseLease and Master Landlord’s obligation to comply with laws and carry building insurance). If Sublandlord shall, however, request performance of the same in writing from Master Landlord promptly after being requested to do so by Subtenant, and shall use Sublandlord’s reasonable efforts (not including the payment of money, the incurring of any liabilities, or the institution of legal proceedings) to obtain Master Landlord’s performance. However, in the event that (i) Master Landlord is in default under the Master Lease beyond applicable notice and cure periods and (ii) Subtenant’s use of the Subleased Premises is, or Subtenant’s rights under this Sublease are, materially and adversely affected by such default, then, upon Subtenant’s request, Sublandlord shall permit Subtenant to take legal action (an “Action”) against Master Landlord at Subtenant’s sole cost and expense, in which event, for that purpose and only to such extent, Sublandlord’s rights under the Master Lease as “Tenant” with respect to the Subleased Premises to institute such legal action shall be assigned to Subtenant, and Subtenant shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such Action against Master Landlord shall be barred by reason of lack of privity, nonassignability or otherwise, Subtenant may take such Action in Sublandlord’s rental obligation is abated name at Subtenant’s sole cost and expense; provided Subtenant obtains the prior written consent of Sublandlord, which consent shall not be unreasonably withheld, conditioned or reduced pursuant to delayed. In the Master Lease due to a casualtyevent Subtenant brings an Action in accordance with this Pxxxxxxxx 00, condemnation or other interference Xxxxxxxxxxx shall reasonably cooperate with the use Subtenant in Subtenant’s prosecution of the Premises including abatements under Section 6.4 of the Master Leasesame; provided, the Rent hereunder however, that such cooperation shall be abated or reduced in the same proportion and period as the abatement or reduction under the Master Leaseat no out-of-pocket cost to Sublandlord. Subtenant shall not be entitled indemnify, protect, defend by counsel reasonably satisfactory to Sublandlord and hold Sublandlord harmless from and against any further abatement and all liability, loss, claims, demands, suits, penalties or reduction in Rentdamage (including, without being limited to, reasonable attorneys’ fees and expenses) which Sublandlord may incur or suffer by reason of any Action taken pursuant to this Paragraph 10.

Master Landlord’s Obligations. Subtenant agrees The parties acknowledge and agree that Sublandlord shall not be required has made no representations or warranties, express or implied, whatsoever with respect to perform the Subleased Premises, including, without limitation, any representation or warranty as to the suitability of the covenants, agreements Subleased Premises for Subtenant's intended use or obligations of any representation or warranty made by Master Landlord under the Master Lease. Sublandlord shall have no obligation to make or perform any alterations, improvements or repairs to the Subleased Premises, and, insofar except as any set forth in the Work Agreement, dated as of the covenantsdate hereof, agreements executed by and obligations among Master Landlord, Sublandlord and Subtenant (the “Work Agreement”), which Work Agreement is attached hereto as Exhibit C and is hereby incorporated herein by reference, Sublandlord shall have no obligation whatsoever to pay the cost of Sublandlord hereunder are any alterations, improvements or repairs to the Subleased Premises, including, without limitation, any improvement or repair required to be performed under comply with any law, regulation, building code or ordinance (including the Master Lease by Master Landlord thereunderAmericans with Disabilities Act of 1990, Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Master Landlord for such performanceas amended). In addition, Sublandlord shall have no obligation to perform any repairs repairs, provide any services or utilities, or perform any other obligation of Master Landlord under the Master Lease, nor shall any representations or warranties made required to be performed by Master Landlord under the Master Lease be deemed to have been made by Sublandlord. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, terms of the services or facilities that may be appurtenant to or supplied at the Building by Master Landlord or otherwise, Modified Xxxxxx Lease (including, without limitation, heatMaster Landlord's obligations under Section 8.3 and Article XIV of the Modified Xxxxxx Lease and Master Landlord's obligations to comply with laws and carry property insurance). Sublandlord shall, air conditioninghowever, ventilationrequest performance of the same in writing from Master Landlord promptly after being requested to do so by Subtenant and shall use Sublandlord's reasonable efforts to obtain Master Landlord's performance, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (a) abatement, diminution or reduction of at Subtenant’s obligations under this Sublease, except as expressly provided below, or (b) liability on the part of Sublandlord. Notwithstanding the foregoing, Sublandlord shall use commercially reasonable efforts, under the circumstances, to secure such performance upon Subtenant’s request to Sublandlord to do so, provided that in no event will this sentence be construed to require Sublandlord to commence any litigation or similar proceeding against Master Landlord. In no event shall Subtenant have any right to directly enforce Master Landlord’s obligations under the Master Lease. If and to the extent that Sublandlord’s rental obligation is abated or reduced pursuant to the Master Lease due to a casualty, condemnation or other interference with the use of the Premises including abatements under Section 6.4 of the Master Lease, the Rent hereunder shall be abated or reduced in the same proportion and period as the abatement or reduction under the Master Lease. Subtenant shall not be entitled to any further abatement or reduction in Rentcost.