Master Lease. A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 8 contracts
Samples: Sublease Agreement (Infinity Property & Casualty Corp), Sublease Agreement (Infinity Property & Casualty Corp), Sublease Agreement (Infinity Property & Casualty Corp)
Master Lease. A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s 's obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 6 contracts
Samples: Sublease Agreement (Infinity Property & Casualty Corp), Sublease Agreement (Infinity Property & Casualty Corp), Sublease Agreement (Infinity Property & Casualty Corp)
Master Lease. A. All (a) Sublessor is the obligations contained in lessee of the Premises by virtue of a lease, (the “Master Lease”), a copy of which is attached hereto, wherein is the lessor, (“Master Lessor”).
(b) This Sublease is and shall at all times be subject and subordinate to the Master Lease conferred Lease.
(c) The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then the provisions word “Lessor” is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word “Lessee” is used it shall be deemed to mean the Sublessee herein.
(d) During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease (the “Sublessee’s Assumed Obligations”). The obligations that Sublessee has not assumed under this Paragraph 7 are hereinafter referred to as the “Sublessor’s Remaining Obligations”.
(e) Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys’ fees, arising out of Sublessee’s failure to comply with or perform Sublessee’s Assumed Obligations.
(f) Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject however, to any earlier termination of the Master Lease shall prevailwithout the fault of the Sublessor, and to comply with or perform Sublessor’s Remaining Obligations and to hold Sublessee free and harmless from all liability, judgments, costs, damages, claims or demands arising out of Sublessor’s failure to comply with or perform Sublessor’s Remaining Obligations.
B. (g) Sublessor represents to Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage that the Master Lease is in full force and effect and that no default exists on the part of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant party to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 6 contracts
Samples: Sublease Agreement, Sublease Agreement, Sublease Agreement
Master Lease. A. All the obligations contained in the Master Lease conferred This Sublease is and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor at all times subject and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, subordinate to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the each Master Lease. The terms, conditions and will otherwise fully respective obligations of Sublandlord and faithfully perform Subtenant to each other under this Sublease shall be the terms and conditions of the applicable Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform each Subleased Premises except for those provisions of a Master Lease which are directly contradicted by this Sublease in which event the terms of this Sublease shall control over such Master Lease. During the term of this Sublease and conditions for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Subtenant does hereby expressly assume and agree to perform and comply with, for the benefit of Sublandlord and the applicable Landlord, each and every obligation of tenant under a Master Lease. In the event of the expiration or termination of the Master Lease and for any reason whatsoever, this Sublease shall automatically terminate on the Sublease on its part to be performed. Neither date of the Sublessor nor Sublessee shall do expiration or cause to be done any act which would or might cause termination of the Master Lease, and Subtenant shall have no claim against Sublandlord of any kind whatsoever on account thereof, and the parties hereto shall thereupon be relieved of all liability and obligation hereunder, excepting liabilities and obligations which accrued or arose prior to the rights date of Sublessor as tenant under such termination or expiration. Subtenant shall not violate or breach any of the terms, covenants or conditions of any Master Lease nor do or fail to do or permit anything to be done which would violate, breach or be contrary to a Master Lease or cause such Master Lease to be endangered, cancelled, terminated, forfeited terminated or surrendered, or which would or might cause Sublessor forfeited. Subtenant is not hereby granted any of the rights granted to be in default thereunder or liable for any damage, claim or penalty. Sublessee agreesSublandlord, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable tenant under the a Master Lease) due pursuant , including, without limitation, Sublandlord’s right to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Leaseexercise renewal term options.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 5 contracts
Samples: Master Sublease Agreement, Master Sublease Agreement, Master Sublease Agreement (Lands End Inc)
Master Lease. A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, This Sublease is subject to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the The provisions of the Master Lease and are incorporated into this Sublease which would permit Sublessee as though Sublandlord were the Master Landlord under the Master Lease and Subtenant were the Tenant under the Master Lease; provided, however, no representations or warranties made in the Master Lease by Master Landlord to do Sublandlord shall be incorporated into this Sublease as having been made by Sublandlord to Subtenant, and no representations or cause warranties made in the Master Lease by Sublandlord, as tenant thereunder, to Master Landlord shall be incorporated into this Sublease as having been made by Subtenant to Sublandlord. Subtenant has received a copy of the Master Lease. Neither party hereto will cause, or allow to be done caused by anyone acting by, through or under each party hereto, any act which is prohibited default under the Master Lease. Sublandlord shall promptly provide to Subtenant copies of all correspondence from Master Landlord to Sublandlord relating to the Master Lease and/or this Sublease. In the event the Master Lease terminates or expires for any reason, this Sublease shall automatically terminate as well. The rights and obligations created by the Master Lease then the provisions of which are conferred to or imposed upon Sublandlord as Tenant under the Master Lease shall prevail.
B. Sublessee shall pay are hereby conferred to Sublessorand imposed upon Subtenant, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable of such rights conferred to the Master Landlord as Landlord under the Master Lease are hereby conferred to Sublandlord, as Sublandlord under this Sublease. Subtenant does hereby assume and agree to be bound by and perform all of the terms, covenants and conditions on Sublandlord’s part to be performed under the Master Lease) due pursuant . With respect to any such actions that Subtenant desires to take for which the Master Lease. Sublessor shall not demand such payment prior to Lease requires the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations approval or consent of the Master Landlord, nor Subtenant shall request such default of the Master Landlord affect this Sublease approval or waive consent from Sublandlord and Sublandlord shall request such approval or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by consent from Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 4 contracts
Samples: Lease Agreement, Sublease Agreement, Sublease Agreement
Master Lease. A. All As applied to this Sublease the obligations contained words "Landlord" and "Tenant" as used in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor deemed to refer to Sublandlord and Sublessee Subtenant hereunder, respectively. Subtenant and this Sublease shall be subject in accordance with all respects to the Sublessor's Percentage terms of, and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when dueLandlord under, will perform Sublessor's insurance obligations under the Master Lease. Except as otherwise expressly provided herein, and will otherwise fully and faithfully perform the terms covenants, agreements, terms, provisions and conditions of the Master Lease with respect insofar as they relate to the Sublessor's Percentage. Sublessee covenants Sublease Premises and agrees to otherwise fully and faithfully perform insofar as they are not inconsistent with the terms of this Sublease are made a part of and conditions incorporated into this Sublease as if recited herein in full, and the rights and obligations of the Landlord and the Tenant under the Master Lease shall be deemed the rights and obligations of Sublandlord and Subtenant respectively hereunder and shall be binding upon and inure to the benefit of Sublandlord and Subtenant respectively. As between the parties hereto only, in the event of a conflict between the terms of the Master Lease and the terms of this Sublease, the terms of this Sublease on its part to be performedshall control. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under Subtenant agrees that whenever the Master Lease imposes any duties or obligations upon Tenant, including, but not limited, obligations to be endangeredprovide insurance coverages and evidence thereof, cancelledand to indemnify, terminated, forfeited defend and hold Landlord harmless from any claims arising from the use or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions occupancy of the Master Lease Sublease Premises, Subtenant shall be jointly and this Sublease which would permit Sublessee severally bound with Tenant on such obligation to do Landlord where any such obligations arise out of Subtenant's use or cause to be done any act which is prohibited by the Master Lease then the provisions occupancy of the Master Lease shall prevailSublease Premises.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 3 contracts
Samples: Lease Agreement (Bridgepoint Education Inc), Lease Agreement (Bridgepoint Education Inc), Lease Agreement (Bridgepoint Education Inc)
Master Lease. A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (Except as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentageexpressly set forth below, respectively, except as modified and amended by this Sublease, Sublease and all rights of Subtenant hereunder are subject and privileges contained in subordinate to the terms, conditions and provisions of the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's PercentageLease. Sublessor covenants and agrees it will make payment Subtenant shall not violate any of the rentals reserved terms of the Master Lease. Notwithstanding anything contained herein, Sublandlord and Subtenant hereby agree that Subtenant shall not have any right to any portion of the proceeds of any insurance proceeds or awards belonging to Landlord under the Master Lease as on account of any loss or damage caused by fire, casualty or a Taking. Except for the payment of rent owed by Sublandlord under the Master Lease and when dueother obligations that Sublandlord is expressly required to satisfy under this Sublease, will Subtenant shall perform Sublessor's insurance and be bound by all of Sublandlord’s obligations under the Master Lease to the extent, but only to the extent, (i) such obligations first arise during the Term and (ii) (A) relate to the Subleased Premises or (B) the use of the Subleased Premises or the Project by Subtenant or any of its employees, agents, subtenants, contractors, representatives, guests or invitees. If Subtenant notifies Sublandlord of any default under the Master Lease by Landlord or any unsatisfied obligation that Landlord’s responsibility under the Master Lease, Sublandlord shall endeavor, in good faith and will otherwise fully and faithfully perform due diligence, to enforce the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that nothing herein shall obligate Sublandlord to commence any litigation before Sublandlord deems it advisable in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Leasereasonable discretion.
Appears in 3 contracts
Samples: Sublease Agreement (American Outdoor Brands, Inc.), Sublease Agreement (Smith & Wesson Brands, Inc.), Sublease Agreement (American Outdoor Brands, Inc.)
Master Lease. A. All 7.1 Sublessor is the obligations contained in lessee of the premises by virtue of a lease, hereinafter referred to as the “Master Lease”, a copy of which is attached hereto marked Exhibit 1. Dated , 20 wherein
7.2 This Sublease is and shall be at all times subject and subordinate to the Master Lease conferred Lease.
7.3 The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease docuent shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then the provisions word “Lessor” is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word “Lessee” is used it shall be deemed to mean the Sublessee herein.
7.4 During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease except for the following paragraphs which are excluded therefrom:
7.5 The obligations that Sublessee has assumed under paragraph 7.4 hereof are hereinafter referred to as the "Sublessee's Assumed Obligations". The obligations that Sublessee has not assumed under paragraph 7.4 hereof are hereinafter referred to as the "Sublessor's Remaining Obligations".
7.6 Sublessee shall hold Sublessor free and harmless of and from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys fees, arising out of Sublessee's failure to comply with or perform Sublessee's Assumed Obligations.
7.7 Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject, however, to any earlier termination of the Master Lease shall prevailwithout the fault of the Sublessor, and to comply with or perform Sublessor's Remaining Obligations and to hold Sublessee free and harmless of and from all liability, judgments, costs, damages, claims or demands arising out of Sublessor's failure to comply with or perform Sublessor's Remaining Oblioations.
B. 7.8 Sublessor represents to Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage that the Master Lease is in full force and effect and that no default exists on the part of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant party to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 3 contracts
Samples: Sublease Agreement, Sublease Agreement, Sublease Agreement
Master Lease. A. All (a) Each Individual Property shall at all times be leased directly and exclusively by the obligations contained Borrower to the Master Lessee under the Master Lease (and not to any other Person under the Master Lease or any replacement Master Lease). Master Lessee shall be permitted to enter into Subleases subject to and in accordance with Section 8.7.2.
(b) The Master Lease shall have an initial term of fifteen (15) years with renewal rights.
(c) The Master Lease shall require Master Lessee to make payments of Master Lease Rent. Pursuant to the Master Lease and the Master Lease Rent Payment Direction Letter (i) all Master Lease Scheduled Rent shall at all times during the term of the Loan be made directly to the Holding Account (the Master Lessee Base Rent portion of which shall be payable on a monthly basis), (ii) provided an Master Lease Tenant Default is continuing, all Master Lease Variable Additional Rent shall be paid directly by Master Lessee to the Borrower or to the party entitled to such sums, as specified in the Master Lease conferred and imposed upon Sublessor (as iii) during the continuance of a Master Lease Tenant therein) Default, all Master Lease Variable Additional Rent shall be borne by Sublessor paid directly to the Holding Account, and Sublessee none of the foregoing payments of Master Lease Rent under clauses (i) and (iii) above shall be deemed made until such payment has been deposited into the Holding Account.
(d) The Master Lease shall require the Master Lease to prepare the expenses and revenue in accordance with the Sublessor's Percentage Article XI and the Sublessee's Percentageto submit copies to Lender for its reference, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in not for its approval.
(e) Neither Borrower nor Master Lessee shall terminate the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, or consent to the extent termination of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease without the prior written consent of Lender. Except as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of provided in the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of casualties or condemnations, the Master Lease shall provide for the release of an Individual Property therefrom only in connection with a prepayment of such Individual Property’s Allocated Loan Amount and the Sublease on its part release of such Individual Property from the lien of the Security Instrument pursuant to be performedthe provisions hereof. Neither the Sublessor nor Sublessee shall do or cause to be done Upon any act which would or might cause such release of an Individual Property from the Master Lease, the Master Lease Rent will be reduced by the amount allocable to such Individual Property (as specified in the Master Lease).
(f) Except for the Assignment of Leases and the Permitted Encumbrances, neither the Borrower nor the Master Lessee shall pledge, transfer, sublease, assign, mortgage, encumber, or allow to be encumbered its interest in the rights Master Lease or any interest therein without the prior written consent of Sublessor the Lender. The Borrower shall not permit (except as tenant expressly permitted under the Master Lease) and shall not consent to (except as expressly required under the Master Lease) any assignment by the Master Lessee of its interest in the Master Lease or its rights and interests thereunder except to be endangeredMaster Lessee’s successor by merger or acquisition of all or substantially all of Master Lessee’s assets.
(g) Neither the Borrower nor the Master Lessee shall, cancelledwithout the prior written consent of Lender, terminated(i) renew (other than pursuant to renewal rights expressly set forth in the Master Lease), forfeited extend, release any Individual Property from (except in connection with a Property Release or surrendereda Substitution in compliance with Sections 2.3.4 and 2.3.5 hereof) terminate, reduce rents or other sums payable under, accept a surrender of, or shorten the term of, the Master Lease, (ii) appoint any appraiser which would consent will not be unreasonably withheld, (iii) make any determination of Fair Market Rent or might cause Sublessor Fair Market Value (as such terms are defined in the Master Lease), (iv) waive any provisions of the Master Lease, provided that subject to be in default thereunder or liable for any damageclause (i), claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between Borrower and Master Lessee shall have the right to waive provisions of the Master Lease and this Sublease which so long as the same would permit Sublessee to do not have the effect of (1) waiving or cause to be done any act which is prohibited by reducing the monetary obligations of Master Lessee under the Master Lease then or (2) either permitting Master Lessee to take an action that Borrower or Master Lessee is prohibited from taking under this Agreement or any other Loan Document, or preventing Borrower and/or Master Lessee from complying with an obligation on the provisions part of Borrower or Master Lessee under this Agreement or any other Loan Document, (v) amend or modify in any respect in a manner adverse to Lender or that would decrease Master Lessee’s obligations or increase Borrower’s obligations thereunder, any provision of the Master Lease shall prevailcontained in Article I (leased property, term, etc.), Article III (rent), Article IV (termination and abatement), Article V (Ownership of Property), Section 6.1(b) (Taxes and Contests), Article VIII (Alterations and Leasing), Article X (Casualty and Condemnation), Article XI (Accounts & Reserves), Article XII (Defaults and Remedies), Article XV (Subordination) and related definitions in Article II (definitions) or (vi) materially amend or modify any provision of the Master Lease not listed in clause (v) in a manner adverse to Lender or that would decrease Master Lessee’s obligations or increase Borrower’s obligations thereunder.
B. Sublessee (h) The Master Lease shall pay be subject and subordinate to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due Loan pursuant to the Master Lease. Sublessor Lease SNDA.
(i) Lender shall not demand such payment prior have the right to the date which is thirty (30) days before the date any such sum shall be due and owing declare a Master Lessee Event of Default under the Master Lease.
C. Notwithstanding anything Lease pursuant to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations assignment of such right in the Assignment of Leases and the confirmation of such right by Master Lessee in the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master LeaseLease SNDA.
Appears in 2 contracts
Samples: Loan and Security Agreement (Toys R Us Inc), Loan and Security Agreement (Toys R Us Inc)
Master Lease. A. (a) Subtenant takes possession of the Subleased Premises, and enters into this Sublease, subject and subordinate to all of the terms, covenants, conditions, and restrictions of the Master Lease. All of the obligations contained in terms of the Master Lease conferred are hereby incorporated into this Sublease by this reference and imposed upon Sublessor shall, as between Sublandlord and Subtenant (as Tenant therein) if they were the Landlord and Tenant, respectively, under the Master Lease), constitute the terms of this Sublease, except to the extent they are inapplicable to, inconsistent with, or modified by the terms of this Sublease, and provided that all economic and performance requirements of the Master Landlord under the Master Lease shall remain the responsibility of Master Landlord and shall not be the responsibility of Sublandlord hereunder. Subtenant shall be borne bound by Sublessor and Sublessee the Master Lease in accordance with the Sublessor's Percentage terms and the Sublessee's Percentage, respectively, except as modified and amended by conditions contained in this Sublease. Sublandlord shall not agree to any amendment, and all rights and privileges contained in modification or termination of the Master Lease conferred upon Sublessor that impacts the rights and obligations of Subtenant hereunder without Subtenant’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.
(b) Any default notice or other notice of any obligations (including any billing or invoice for any Rent or any other expense or charge due under the Master Lease) from Master Landlord which is received by Subtenant (whether directly from Master Landlord or as Tenant therein)a result of being forwarded by Sublandlord) shall constitute such notice from Sublandlord to Subtenant under this Sublease without the need for any additional notice from Sublandlord.
(c) If Subtenant shall fail to perform any of its obligations hereunder and such failure shall continue beyond any cure period provided for herein, are hereby conferred and imposed upon Sublessee, to the extent or Master Landlord shall give any notice of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved failure or default under the Master Lease arising out of any failure by Subtenant to perform any of its obligations hereunder then, in either case, Sublandlord shall have the right (but not the obligation), upon at least two (2) business days’ prior written notice to Subtenant, to cure such default by performing or endeavoring to perform such obligation, and Subtenant shall, within ten (10) days of Sublandlord’s demand, reimburse Sublandlord for all costs and expenses incurred by Sublandlord in doing so as Rent.
(d) Subtenant shall do nothing that will subject the Master Lease to termination by Master Landlord under the provisions of the Master Lease. If Subtenant is in default under the provisions of the Master Lease, Sublandlord shall be entitled, but not obligated, to cure such default on behalf of and when duefor the account of Subtenant, will perform Sublessor's insurance in which case all damages and expenses, including without limitation reasonable attorneys’ fees, incurred by Sublandlord in connection with such cure, shall be paid by Subtenant to Sublandlord, as Rent hereunder, immediately upon Sublandlord’s demand therefor. By so curing any such default of Subtenant on behalf of and for the account of Subtenant, Sublandlord shall not be deemed to have waived any of its rights or released Subtenant from any of its obligations under this Sublease. Sublandlord shall, however, also be entitled to cure such default on its own account to preserve its interest in and under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions may terminate this Sublease by reason of the Master Lease with respect such default of Subtenant if Subtenant does not pay to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agreesSublandlord, as an express inducement for Sublessor executing this SubleaseAdditional Rent hereunder, that if there is any conflict between all damages and expenses, including without limitation reasonable attorneys’ fees, incurred by Sublandlord in connection with such cure, together with interest thereon until paid at the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessormaximum rate permitted under applicable law, within ten (10) days after demand therefor therefor. In the event that the Master Lease is terminated by SublessorMaster Landlord by reason of Subtenant’s default, Sublessee's Percentage of any Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all sums (except fixed annual rent payable damages and expenses that Sublandlord may become liable to pay under the Master LeaseLease resulting from such default, plus all other expenses relating thereto, including without limitation reasonable attorneys’ fees.
(e) due pursuant Subtenant shall execute, acknowledge and deliver to Sublandlord within seven (7) business days following written request any estoppel certificate or other document evidencing the status of the Sublease or any document evidencing the subordination of this Sublease to the Master Lease. Sublessor shall not demand such payment prior , as Sublandlord or Master Landlord may reasonably request from time to time.
(f) Sublandlord warrants to Subtenant that (i) Sublandlord has delivered to Subtenant a complete copy of the Master Lease, (ii) the Master Lease is, as of the date which is thirty of this Sublease, in full force and effect, and (30iii) days before the date any such sum shall be due and owing no event of default by Sublandlord or, to Sublandlord’s knowledge, Master Landlord has occurred under the Master Lease.
C. Notwithstanding anything to (g) If this Sublease has not previously terminated by its terms, this Sublease shall terminate upon the contrary herein contained, Sublessor shall have no duty itself to perform any obligations termination of the Master Landlord, nor shall such default of Lease. If the Master Landlord affect Lease shall terminate for any reason during the Sublease Term, this Sublease or waive or defer shall simultaneously terminate on the performance date of any of Sublessee' s obligations hereunder; provided, nevertheless, that in such termination with the event of any same force and effect as if such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under termination date had been specified herein as the Master Leasetermination date hereof.
Appears in 2 contracts
Master Lease. A. All (a) Sublessor is the obligations contained in lessee of the Premises by virtue of a lease, (the “Master Lease”), a copy of which is attached hereto, wherein MWM Consulting is the lessor, (“Master Lessor”).
(b) This Sublease is and shall at all times be subject and subordinate to the Master Lease conferred Lease.
(c) The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then the provisions word “Lessor” is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word “Lessee” is used it shall be deemed to mean the Sublessee herein.
(d) During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease (the “Sublessee’s Assumed Obligations”). The obligations that Sublessee has not assumed under this Paragraph 7 are hereinafter referred to as the “Sublessor’s Remaining Obligations”.
(e) Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys’ fees, arising out of Sublessee’s failure to comply with or perform Sublessee’s Assumed Obligations.
(f) Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject however, to any earlier termination of the Master Lease shall prevailwithout the fault of the Sublessor, and to comply with or perform Sublessor’s Remaining Obligations and to hold Sublessee free and harmless from all liability, judgments, costs, damages, claims or demands arising out of Sublessor’s failure to comply with or perform Sublessor’s Remaining Obligations.
B. (g) Sublessor represents to Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage that the Master Lease is in full force and effect and that no default exists on the part of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant party to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 2 contracts
Samples: Sublease Agreement (Invest Inc.), Commercial Sublease Agreement (Invest Inc.)
Master Lease. A. All (a) This Sublease is subject to and Sublessee accepts this Sublease subject to all of the obligations terms, covenants, provisions, conditions and agreements contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) the matters to which the Master Lease is subject and subordinate. This Sublease shall also be borne by Sublessor subject to and Sublessee accepts this Sublease also subject to any amendments and supplements to the Master Lease hereafter made between Lessor and Sublessor, provided that any such amendment or supplement to the Master Lease will not materially and adversely affect Sublessee’s use of the Sublease Premises in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by terms of this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees (i) to otherwise fully perform and faithfully perform to observe all of the terms terms, covenants, conditions and conditions agreements of the Master Lease and the Sublease on its Sublessor’s part to be performed. Neither performed other than the Sublessor nor payment of the rent therein set forth, and (ii) that Sublessee shall will not do or cause to be done or suffer or permit any act or thing to be done which would or might cause the Master Lease, Lease or the rights of Sublessor as tenant under the Master Lease lessee thereunder to be endangeredcanceled, cancelled, terminated, terminated or forfeited or surrendered, or which would or might cause make Sublessor to be in default thereunder or liable for any damagedamages, claim or penalty. Sublessee agrees, .
(b) Except as an express inducement for Sublessor executing modified by specific provisions of this Sublease, that if there is all of the terms, covenants, conditions and agreements of the Master Lease, other than the payment of the rent therein set forth, are incorporated in and made a part of the Sublease as though fully set forth herein and the term “Landlord” in the Master Lease shall refer to Sublessor hereunder, the term “Tenant” in the Master Lease shall refer to Sublessee hereunder, and references to the “Premises” in the Master Lease shall refer to the Sublease Premises, except for the following: Section 18(d) (Generator Rights), Section 20 (Right of First Offer), Section 21 (Option to Renew), Section 22 (Right of First Refusal), Section 23 (Contraction Option), Section 24 (Roof Rights), Section 25 (Tenant’s Security System), and Section 26 (Purchase Rights).
(c) In the event of and upon the termination or cancellation of the Master Lease pursuant to the terms and provisions thereof, this Sublease shall automatically cease and terminate.
(d) As soon as reasonably practical following any conflict between amendment or modification of the Master Lease, Sublessor shall provide Sublessee written notice summarizing such amendment or modification.
(e) In the event of any default on the part of Sublessee under any of the terms, provisions, covenants or agreements of the Master Lease or of this Sublease, Sublessor shall have the same rights and remedies against Sublessee under this Sublease as are available to Lessor against Sublessor under the provisions of the Master Lease and this Sublease which would permit Sublessee to do Lease, plus any additional remedies specifically provided herein or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailotherwise available at law or in equity.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 2 contracts
Samples: Sublease (Liberty Latin America Ltd.), Sublease (Liberty Latin America Ltd.)
Master Lease. A. All 7.1 Sublessor is the obligations contained in lessee of the premises by virtue of a lease, hereinafter referred to as the “Master Lease”, a copy of which is attached hereto marked Exhibit 1. Dated , 20 wherein
7.2 This Sublease is and shall be at all times subject and subordinate to the Master Lease conferred Lease.
7.3 The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease docuent shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then the provisions word “Lessor” is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word “Lessee” is used it shall be deemed to mean the Sublessee herein.
7.4 During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease except for the following paragraphs which are excluded therefrom:
7.5 The obligations that Xxxxxxxxx has assumed under paragraph 7.4 hereof are hereinafter referred to as the "Sublessee's Assumed Obligations". The obligations that Sublessee has not assumed under paragraph 7.4 hereof are hereinafter referred to as the "Sublessor's Remaining Obligations".
7.6 Sublessee shall hold Sublessor free and harmless of and from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys fees, arising out of Sublessee's failure to comply with or perform Xxxxxxxxx's Assumed Obligations.
7.7 Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject, however, to any earlier termination of the Master Lease shall prevailwithout the fault of the Sublessor, and to comply with or perform Sublessor's Remaining Obligations and to hold Sublessee free and harmless of and from all liability, judgments, costs, damages, claims or demands arising out of Sublessor's failure to comply with or perform Sublessor's Remaining Oblioations.
B. 7.8 Sublessor represents to Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage that the Master Lease is in full force and effect and that no default exists on the part of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant party to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 2 contracts
Samples: Sublease Agreement, Sublease Agreement
Master Lease. A. All Subtenant covenants that it will occupy the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee Subleased Premises in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect as they apply to the Sublessor's Percentage. Sublessee covenants Subleased Premises, and agrees will not suffer to otherwise fully and faithfully perform be done or omit to do any act which may result in a violation of or a default under any of the terms and conditions of the Master Lease, or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including reasonable attorneys’ fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, (a) Subtenant’s breach or default in the performance of any terms, conditions, covenant or agreement of the Master Lease applicable to the Subleased Premises or this Sublease, (b) Subtenant’s occupancy of the Subleased Premises, the undertaking of any alterations, additions or improvements or repairs by Subtenant to the Subleased Premises or the conduct of Subtenant’s business on the Subleased Premises (including, without limitation, any use of Hazardous Materials by Subtenant or any person claiming by, through or under Subtenant, or any of the contractors, agents, servants, employees, licensees or invitees of Subtenant), and (c) any negligence or willful act of Subtenant or of any person claiming by, through or under Subtenant, or of the contractors, agents, servants, employees, licensees or invitees of Subtenant or any such person, in, on or about the Subleased Premises. Sublandlord covenants that it will maintain the Master Lease during the entire Sublease on its part Term, subject, however, to be performed. Neither any earlier termination of the Sublessor nor Sublessee shall do Master Lease not caused by the fault of Sublandlord under the Master Lease, and to comply with or perform or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant performed Sublandlord’s obligations under the Master Lease to be endangered, cancelled, terminated, forfeited or surrenderedthe extent not the responsibility of Subtenant hereunder. Sublandlord shall not agree to, or which would take any actions giving rise to, any amendment, modification or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Subleasetermination of the Master Lease, that if there is any conflict between materially increases the provisions financial obligation of Subtenant under this Sublease or otherwise materially and adversely impacts the rights of Subtenant hereunder or Subtenant’s use of the Subleased Premises (except Sublandlord may exercise its express termination rights in accordance with the terms of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by but shall not otherwise voluntarily terminate the Master Lease then and/or surrender possession of the provisions Subleased Premises to Master Landlord prior to the expiration of the Sublease Term). With respect to any obligation of Subtenant to be performed under this Sublease, unless otherwise expressly stated in this Sublease, wherever the Master Lease shall prevail.
B. Sublessee shall pay grants to Sublessor, within ten (10) Sublandlord a specified number of days after demand therefor by Sublessornotice or other time condition to perform its corresponding obligation under the Master Lease (excluding the payment of Rent), Sublessee's Percentage Subtenant shall have two (2) fewer business days to perform the obligation, including, without limitation, curing any defaults. Any default notice or other notice of any and all sums obligations (except fixed annual rent payable including any billing or invoice for any Rent or any other expense or charge due under the Master Lease) due pursuant to the from Master Lease. Sublessor shall not demand such payment prior to the date Landlord which is thirty received by Subtenant (30whether directly or as a result of being forwarded by Sublandlord) days before the date any shall constitute such sum shall be due and owing notice from Sublandlord to Subtenant under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer without the performance of need for any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon additional notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master LeaseSublandlord.
Appears in 2 contracts
Samples: Sublease (Genomic Health Inc), Sublease (Acelrx Pharmaceuticals Inc)
Master Lease. A. All (a) Each Individual Property shall at all times be leased directly and exclusively by the obligations contained Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) to Master Lessee under the Master Lease (and not to any other Person under the Master Lease or any replacement Master Lease). Master Lessee shall be permitted to enter into Leases subject to and in accordance with Section 8.7.
(b) The Master Lease shall have a term extending at least through 2021.
(c) The Master Lease shall require Master Lessee to make payments of Master Lease Rent. Pursuant to the Master Lease and the Master Lease Rent Payment Direction Letter (i) all Master Lease Scheduled Rent shall at all times during the term of the Loan be made directly to the Holding Account (the Master Lessee Base Rent portion of which shall be payable on a monthly basis), (ii) other than during any Low LCR Cash Sweep Period or any period during which an Event of Default is continuing, all Master Lease Variable Additional Rent shall be paid directly by Master Lessee to the Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) or to the party entitled to such sums, as specified in the Master Lease, and (iii) during any Low LCR Cash Sweep Period or any period during which an Event of Default is continuing, all Master Lease Variable Additional Rent shall be paid directly to the Holding Account, and none of the foregoing payments of Master Lease Rent under clauses (i) and (iii) above shall be deemed made until such payment has been deposited into the Holding Account. Lender shall pay all Master Lease Variable Additional Rent directly to the Person having the right to receive such funds on or prior to the respective due dates therefore, and shall promptly notify Borrower of such payments in accordance with the terms of Section 3.1.6.
(d) The Master Lease shall require the Master Lessee to prepare applicable reports of expenses and revenue in accordance with Article XI and to submit copies to Lender.
(e) Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall not terminate the Master Lease or consent to the termination of the Master Lease without the prior written consent of Lender. The Master Lease shall provide for the release of an Individual Property therefrom only in connection with (i) a casualty or Taking in the circumstances set forth therein, (ii) the payment of amounts with respect to such Individual Property as required by, and the release of such Individual Property from the lien of the Security Instrument pursuant to, the provisions of Section 2.3, (iii) the release of an Outparcel, or (iv) the substitution of an Individual Property with a Replaced Property in accordance with the provisions of Section 2.3. Upon any such release of an Individual Property from the Master Lease, the Master Lease will be amended to reduce the Master Lease Rent by the amount allocable to such Individual Property (as specified in the Master Lease).
(f) Except for the Assignment of Leases and the Permitted Encumbrances, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall not shall pledge, transfer, sublease, assign, mortgage, encumber, or allow to be encumbered its interest in the Master Lease conferred and imposed upon Sublessor or any interest therein without the prior written consent of the Lender. The Borrower (as Tenant thereinor in the case of the Maryland Property, Maryland Loan Guarantor) shall be borne not permit and shall not consent to any assignment by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained Master Lessee of its interest in the Master Lease conferred upon Sublessor or its rights and interests thereunder without the prior written consent of the Lender.
(as Tenant thereing) Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall not, without the prior written consent of Lender, (i) renew (other than pursuant to renewal rights expressly set forth in the Master Lease), are hereby conferred extend, release any Individual Property from (except in connection with a Property Release, the release of an Outparcel, a Defeasance or a Substitution in compliance with Sections 2.3.4, 2.3.5, 2.3.6 and imposed upon Sublessee2.3.7 hereof), terminate, waive any provisions of, reduce rents or other sums payable under, accept a surrender of, or shorten the term of, the Master Lease, (ii) waive any provisions of the Master Lease or (iii) amend or modify any provision of the Master Lease in any material respect except as permitted in the last sentence of Section 5.1.21(e).
(h) The Master Lease shall be subject and subordinate to the extent Loan pursuant to the Master Lease SNDA. Each of Sublessee's Percentage. Sublessor covenants Borrower and Maryland Loan Guarantor agrees it will make payment of to terminate the rentals reserved Master Lease and/or exercise and enforce its remedies under the Master Lease as and when due, will perform Sublessor's insurance obligations directed by Lender following an event of default under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions as more particularly set forth in Section 2(B) of the Master Lease with respect to SNDA.
(i) Borrower (or in the Sublessor's Percentage. Sublessee case of the Maryland Property, Maryland Loan Guarantor) shall (i) promptly perform and/or observe all of the covenants and agrees agreements required to otherwise fully be performed and faithfully perform the terms and conditions of observed by it under the Master Lease and the Sublease on do all things necessary to preserve and to keep unimpaired its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the material rights thereunder; (ii) promptly notify Lender of default by Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable Lessee under the Master Lease; (iii) due pursuant promptly deliver to Lender a copy of each financial statement, capital expenditures plan, property improvement plan and any other notice, report and estimate received by it under the Master Lease. Sublessor shall not demand such payment prior ; and (iv) enforce in a commercially reasonable manner the performance and observance of all of the covenants and agreements required to be performed and/or observed by the date which is thirty (30) days before the date any such sum shall be due and owing Master Lessee under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 2 contracts
Samples: Loan and Security Agreement (BlueLinx Holdings Inc.), Loan and Security Agreement (BlueLinx Holdings Inc.)
Master Lease. Sublandlord is the Tenant and Xxxxxxx One Buckhead Plaza, L.P., is the Landlord (“Prime Landlord”) under a written Lease dated December 17, 2013 covering certain real property located at 0000 Xxxxxxxxx Xxxx, Xxxxxxx, XX 00000, containing approximately 2,895 rentable square feet on the third (3rd) floor, (“Master Premises”). Said Lease specifically described above, is herein referred to as the “Master Lease” and attached hereto as Exhibit A. All Capitalized terms used in this Sublease without definition shall have the obligations contained definition ascribed to such terms in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) Lease. This Sublease shall be borne of no force or effect unless consented to by Sublessor Prime Landlord in writing, pursuant to the consent terms and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained conditions defined in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, Lease. Except to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when dueexpressly modified herein, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the all terms and conditions of the Master Lease with respect to are incorporated into and made a part of this Sublease as if Sublandlord were the Sublessor's PercentageLandlord thereunder, Subtenant the Tenant thereunder, and the Premises the Master Premises. Sublessee covenants and agrees to otherwise fully and faithfully perform In the event of a conflict between the terms and conditions of the Master Lease this Sublease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause that of the Master Lease, or the rights of Sublessor as tenant under this Sublease will govern and control. Sublandlord warrants and represents to Subtenant that the Master Lease to be endangeredhas not been amended or modified, cancelledthat Sublandlord is not now, terminatedand as of the Commencement Date (herein defined) hereof will not be, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for breach of any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between of the provisions of the Master Lease Lease, and this Sublease which would permit Sublessee to do Sublandlord has no actual or cause to be done constructive knowledge of any act which claim by Landlord that Sublandlord is prohibited by the Master Lease then in default or breach of any of the provisions of the Master Lease. Neither Sublandlord or Subtenant shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. If the Master Lease terminates, this Sublease shall prevail.
B. Sublessee terminate and the parties shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage be relieved of any and all sums (further liability of obligations under this Sublease except fixed annual rent payable as otherwise set forth in the following sentence. If the Master Lease terminates as a result of a default or breach either by Subtenant under this Sublease or by Sublandlord under the Master Lease) due pursuant , then the defaulting party shall be liable to the Master Leasenon-defaulting party for all quantifiable damage suffered as a result of such termination. Sublessor shall not demand such payment prior Subtenant assumes and agrees to the date which is thirty (30) days before the date any such sum shall be due and owing perform Sublandlord’s obligation under the Master Lease.
C. Notwithstanding anything Lease during the Term to the contrary herein containedextent that such obligations are applicable to the Premises (as subsequently defined herein), Sublessor shall have no duty itself except that the obligation to perform any obligations of the Master Landlord, nor shall such default of the Master pay rent to Prime Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master LeaseLease shall be considered performed by Subtenant to the extent and in the amount that the “Base Rent” (as defined in this Sublease) is paid to Sublandlord in accordance herewith.
Appears in 2 contracts
Samples: Sublease Agreement (Safety Quick Lighting & Fans Corp.), Sublease Agreement (Safety Quick Lighting & Fans Corp.)
Master Lease. A. All (a) This Sublease is subject to, and Sublessee accepts subject to, all the obligations terms, covenants, provisions, conditions and agreements contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentagematters, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in if any to which the Master Lease conferred upon Sublessor (as Tenant therein)is subject and subordinate. This Sublease shall also be subject to, are hereby conferred and imposed upon SublesseeSublessee accepts subject to, any amendments and supplements to the extent of Master Lease made subsequent to this Sublease so long as any such amendments and supplements shall not adversely affect Sublessee's Percentagequiet enjoyment of Subleased Premises. Sublessor covenants Notwithstanding the preceding sentence to the contrary, no consent, waiver, amendment, or other change by Master Landlord of Sublessor's obligations and agrees it will make payment of the rentals reserved liabilities as tenant under the Master Lease shall reduce, limit or expand Sublessee's obligations and liabilities to Sublessor hereunder or diminish Sublessee's rights hereunder unless Sublessee, Sublessor and Master Landlord shall have agreed in writing that such consent, waiver, amendment or change shall be effective hereunder. Except as and when dueset forth in subparagraph (b) below, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. are incorporated in this Sublease as though fully set forth herein, and, except as set forth below, Sublessee covenants shall perform, observe and agrees to otherwise fully and faithfully perform be bound by all of the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither performed and observed by the Tenant thereunder, insofar as the same are applicable to the Subleased Premises; Sublessor nor Sublessee shall do perform, observe and be bound by, or cause take commercially reasonable measures to be done any act which would or might cause the Master LeaseLandlord to perform and observe, or all of the rights terms and conditions of Sublessor as tenant under the Master Lease to be endangeredperformed or observed by the Landlord thereunder, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor insofar as the same are applicable to be in default thereunder or liable for any damage, claim or penalty. the Subleased Premises; Sublessee agreesshall have, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage all of any the rights and all sums (except fixed annual rent payable benefits arising and accruing to the Tenant under the Master Lease) due pursuant ; and Sublessor shall have, as to Sublessee, all of the rights and benefits arising or accruing to the Landlord under the Master Lease. Notwithstanding the foregoing, Sublessor shall not demand such payment prior be liable to Sublessee for performance or non-performance of the date which is thirty (30) days before the date any such sum shall be due and owing obligations of Master Landlord under the Master Lease.
C. Notwithstanding anything , and Sublessee shall look solely to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of and hold solely responsible the Master Landlord affect this Sublease or waive or defer for the performance of such obligations. If Master Landlord shall default in the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.Lease with respect to the Subleased Premises, Sublessee shall have the right to take such action in its own name and, for that purpose and only to such extent, all of the rights of Sublessor under the Master Lease hereby are conferred upon and assigned to Sublessee, and Sublessee hereby is subrogated to such
Appears in 2 contracts
Samples: Sublease (SPR Inc), Sublease (SPR Inc)
Master Lease. A. a. All of the terms, provisions, rights, conditions and obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred incorporated into this Sublease as an agreement between Sublandlord and imposed upon Sublessee, to Subtenant as though Sublandlord were the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved landlord under the Master Lease as and when dueSubtenant were the tenant under the Master Lease. Notwithstanding the foregoing, will perform Sublessor's insurance Subtenant recognizes that Sublandlord’s performance of certain obligations required hereunder are conditioned upon due performance by the County of its obligations under the Master Lease, and will otherwise fully and faithfully . In the event that the County fails or refuses to perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause such obligation under the Master Lease, or Sublandlord’s obligation under this Sublease shall be limited to using commercially reasonable efforts (which shall not require Sublandlord to pursue any litigation against the rights of Sublessor as tenant under County) to obtain the Master Lease to be endangeredrequired performance from the County, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to and in no event shall Sublandlord be in default thereunder or liable breach of this Sublease for any damage, claim failure or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions refusal of the Master Lease and this Sublease which would permit Sublessee County to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to so perform its obligations under the Master Lease.
b. Sublandlord represents and warrants to Subtenant that the Master Lease is in full force and effect, that neither Sublandlord nor, to the best of Sublandlord’s knowledge, the County is in default of their respective obligations under the Master Lease, and Sublandlord has neither given nor received a notice of default pursuant to the Master Lease.
c. Except as otherwise specifically set forth herein, this Sublease is subject and subordinate to the Master Lease, and shall terminate upon the expiration or earlier termination of the Master Lease. Notwithstanding the foregoing, Sublandlord covenants: (i) not to voluntarily terminate the Master Lease (provided that this provision shall not limit Sublandlord’s rights under applicable law in the event of a material breach by the County under the Master Lease); (ii) not to modify the Master Lease so as to adversely affect Subtenant’s rights hereunder without Subtenant’s prior written consent; and (iii) not to permit the termination of the Master Lease as a result of any breach or default by Sublandlord thereunder (provided that Sublandlord shall not be deemed to be in violation of this clause if such breach or default results from any act or omission of Subtenant).
d. Whenever the consent of the County is required under the Master Lease for any matter requested by Subtenant hereunder, Sublandlord agrees to use commercially reasonable efforts to obtain, at Subtenant’s sole cost and expense, such consent on behalf of Subtenant.
Appears in 2 contracts
Samples: Sublease Agreement (Progressive Corp/Oh/), Sublease Agreement (Progressive Corp/Oh/)
Master Lease. A. All the (a) Sublandlord shall comply with all its obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease and keep the Master Lease is full force and effect throughout the term of this Sublease. Sublandlord represents that attached hereto as Exhibit “A” is a true and when duecorrect copy of the Master Lease and that the Master Lease is in full force and effect on the date hereof. Sublandlord shall not enter into any agreement with Landlord for the early termination of the Master Lease or the surrender of the property leased thereunder.
(b) As a condition to the occurrence of the Sublease Commencement Date, Sublandlord shall obtain from the Landlord, (i) the written consent (the “Consent”) of Landlord to the subletting of the Premises to Subtenant for the uses set forth herein and (ii) an agreement (“Recognition Agreement”) substantially in the form attached hereto as “Exhibit K” and otherwise reasonably acceptable to Subtenant whereby Landlord agrees to recognize Subtenant as a tenant of the Property and this Sublease in the event of a termination of the Master Lease. Sublandlord shall submit a written request to Landlord for the Recognition Agreement together with the request for the Consent. In the event that Subtenant waives the delivery of the Recognition Agreement as a condition to the occurrence of the Sublease Commencement Date, Sublandlord shall use commercially reasonable and diligent efforts to obtain the Recognition Agreement following the Sublease Commencement Date.
(c) If Subtenant waives Sublandlord’s obligation to deliver the Recognition Agreement and the Master Lease is terminated for any reason, this Sublease, if not sooner terminated hereunder, will perform Sublessor's insurance obligations under automatically terminate on the effective date of termination of the Master Lease, and Sublandlord will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect not be liable to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage Subtenant of any and all sums (except fixed annual rent payable other person for loss, damage or expense resulting therefrom unless such termination was due to a default by Sublandlord under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, neverthelesshowever, that if the Master Lease gives Sublandlord any right to terminate the Master Lease in the event of any the partial or total damage, destruction, or condemnation, then the exercise of such right by Sublandlord will not constitute a default or failure breach by Sublandlord under this Sublease. If such termination will be due solely to the fault of performance Subtenant, Sublandlord will be entitled to recover from Subtenant and Subtenant will pay, in addition to all other sums to which Sublandlord may be entitled, all damages, losses, costs and expenses (including reasonable attorneys’ fees) suffered or incurred by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master LeaseSublandlord as a result of such termination.
Appears in 2 contracts
Samples: Sublease Agreement (Molecular Templates, Inc.), Sublease Agreement (Molecular Templates, Inc.)
Master Lease. A. All the obligations contained in Sublessor hereby acknowledges that it has delivered a copy of the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Subleaseto Subtenant, and all rights Subtenant hereby acknowledges that it has received and privileges contained in reviewed a copy of the Master Lease conferred upon Sublessor Lease.
(as Tenant therein), are hereby conferred a) This Agreement is subject and imposed upon Sublessee, subordinate to the extent Master Lease, and Subtenant shall not perform any activity which, if performed by Sublessor, would cause Sublessor to be in violation of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance its obligations under the Master Lease.
(b) Sublessee shall pay the Monthly Rent for the Subleased Premises to Sublessor as set out herein.
(c) The term of this Agreement shall be the term set forth herein, as the same may be extended, provided, however, that should the Master Lease terminate for any reason before the end of the then applicable term, then this Agreement shall terminate on that termination date with the same effect as if the Master Lease termination date were the original termination date of this Agreement. Sublessor will not be liable or responsible to Subtenant for this early termination unless the termination is caused by Sublessor and not by Subtenant’s failure to perform its obligations assumed under this Agreement.
(d) Subtenant hereby waives any and all claims and other matters with respect to Sublessor and Landlord that Sublessor waives with respect to Landlord in the Master Lease. With respect to, and to the extent of the Subleased Premises only, Subtenant hereby assumes all of Sublessor’s reimbursement and indemnification obligations set forth in the Master Lease with respect to loss, damage, and claims in connection with Subtenant’s use or occupancy of the Subleased Premises and agrees that these obligations will otherwise fully run in favor of and faithfully perform the terms and conditions be enforceable against Subtenant by Sublessor as well as by Landlord; provided, however, this sentence shall not apply with respect to any liability in respect of Hazardous Materials, any such liability being covered by Section 20 of this Agreement.
(e) At all times, Subtenant will carry all policies of insurance that Sublessor is obligated to carry under the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees Subleased Premises, provided that with respect to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease all policies on its part which Landlord is obligated to be performed. Neither the named as an additional insured, Sublessor nor Sublessee shall do or cause will also be named as additional insured, along with Landlord and all other persons and entities that are required to be done any act which would or might cause named in the Master Lease, or and with respect to all policies in which all of the insurer’s rights of Sublessor as tenant under the Master Lease subrogation are to be endangeredwaived by the insurer as to Landlord, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions all of the Master Lease insurer’s rights of subrogation are hereby waived and this Sublease which would permit Sublessee shall also be waived by the Subtenant’s insurer as to do or cause Sublessor and its property manager. Before taking possession of the Subleased Premises, Subtenant shall deliver to be done any act which is prohibited Sublessor and Landlord certificates of insurance (and at Sublessor’s request, original policies) evidencing the existence and amounts of all policies of insurance required hereunder, along with evidence that these policies contain the required loss payable, additional insured, waiver of subrogation and other required clauses reasonably satisfactory to Sublessor and, if required by the Master Lease then Lease, Landlord, as well as satisfactory evidence that Subtenant has paid the provisions premium for each required policy for the full period shown in the certificate (or that Sublessor and Landlord, as applicable, will receive at least 30 days’ notice prior to the cancellation of any such policy). No less than 30 days before any of the insurance policies required under this Sublease is cancelled or expires, Subtenant shall deliver to Sublessor and, if required by the Master Lease shall prevail.
B. Sublessee shall pay Lease, Landlord, certificates of insurance (and at Sublessor’s request, original policies) evidencing the replacement or renewal policies and that they satisfy this Subsection, as well as satisfactory evidence that Subtenant has paid the premium for the full period shown in the certificate (or that Sublessor and Landlord as applicable, will receive at least 30 days’ notice prior to the cancellation of any such policy). Each certificate of insurance will contain or be accompanied by a certificate of the insurer that the policies shown in the certificate may not be canceled or modified without 30 days’ prior notice to Sublessor, within ten (10) days after demand therefor by Sublessor’s property manager, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant each person that is required to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing notified under the Master Lease.
C. Notwithstanding anything (f) On each occasion on which the Landlord reserves the right to enter the contrary herein containedSubleased Premises in the Master Lease, this right will run in favor of Sublessor shall have no duty itself as well as Landlord.
(g) On each occasion on which Landlord is obligated to perform work, repairs, repainting, or restoration, to supply services, or to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its other obligations under the Master Lease or by law, the Sublessor’s sole obligation with respect thereto under this Agreement shall be (i) to request that Landlord perform these obligations after Sublessor has received a written request from Subtenant that Landlord perform these obligations, and (ii) to use its reasonable efforts to obtain this performance from the Landlord.
(h) Subtenant shall not sublease or assign its rights under this Agreement or permit any other person or entity to occupy the Subleased Premises without Sublessor’s prior consent, which consent shall be subject to such conditions, requirements, and documentation as Sublessor may determine in its discretion. Any sublease or assignment shall also be subject to all consents, restrictions and requirements set out in the Master Lease. In no event shall any sub-sublease or assignment of Subtenant’s rights under this Agreement release Subtenant from any of its obligations or liabilities under this Agreement.
Appears in 2 contracts
Samples: Sublease Agreement (Atara Biotherapeutics, Inc.), Sublease Agreement (Atara Biotherapeutics, Inc.)
Master Lease. A. (a) All the rights and obligations of TFS contained in the Master Lease as they relate to the Sublet Premises are hereby conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectivelyBrillian, except as expressly modified and amended by this Sublease. The rights of TFS in Sections 9, 15, 16, 17, 24(g), and all rights and privileges contained in 24(l) of the Master Lease are expressly not conferred upon Sublessor (as Tenant thereinBrillian and Brillian expressly acknowledges that it shall not be entitled to any of the rights of TFS in Sections 9, 15, 16, 17, 24(g), are hereby conferred and imposed upon Sublessee, to 24(l) of the extent of Sublessee's PercentageMaster Lease. Sublessor Brillian covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully to perform the terms and conditions of the Master Lease with respect as they relate to the Sublessor's Percentage. Sublessee covenants Sublet Premises and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the this Sublease on its part to be performed, including, but not limited to, all maintenance and repair obligations and all compliance with law obligations. Neither the Sublessor nor Sublessee Brillian shall not do or cause to be done or suffer or permit any act which to be done that would or might cause the Master Lease, or the rights of Sublessor TFS as tenant under the Master Lease Lease, to be endangered, cancelledcanceled, terminated, forfeited forfeited, or surrendered, or which that would or might cause Sublessor TFS to be in default thereunder or liable for any damage, claim claim, or penalty. Sublessee Brillian agrees, as an express inducement for Sublessor TFS’s executing this Sublease, that if there is any conflict between the provisions of this Sublease and the provisions of the Master Lease and this Sublease which that would permit Sublessee Brillian to do or cause to be done or suffer or permit any act which or thing to be done that is prohibited by the Master Lease Lease, then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor. All rights, within ten (10) days after demand therefor by Sublessorremedies, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant indemnifications given to the Master LeaseLandlord in the Master Lease are hereby given to TFS under this Sublease.
(b) If any event occurs that would permit TFS to terminate the Master Lease as it relates to the Sublet Premises, Brillian shall notify TFS of such occurrence and of its recommendations immediately with regard to such termination rights. Sublessor TFS shall decide in its reasonable discretion whether or not demand to terminate the Master Lease and shall give Brillian written notice of such payment prior decision. If TFS elects to terminate the Master Lease as it relates to the Sublet Premises, this Sublease shall terminate on the earlier of the date of termination of the Master Lease or the date which is thirty (30) days before after Brillian’s receipt of such written notice from TFS. In the date any event that TFS elects to terminate the Master Lease prior to providing notice to the Master Landlord, TFS must provide prior written notice to Brillian of its intent to terminate this Sublease, and within five (5) days after the receipt of such sum notice from TFS, Brillian may notify TFS in writing that it intends to continue possession of the Sublet Premises under the terms and conditions of this Sublease, in which case, TFS shall be due and owing not exercise its right of termination under the Master LeaseLease as it relates to the Sublet Premises. In addition, TFS agrees that it shall not exercise its one-time cancellation option granted under the Second Amendment to Lease as it relates to the Sublet Premises without the prior written consent of Brillian.
C. Notwithstanding anything to the contrary herein contained, Sublessor (c) TFS shall have no duty itself to perform any obligations of or provide any services to be provided by the Master LandlordLandlord and shall under no circumstances be responsible or liable to Brillian for any default, failure, or delay on the part of the Master Landlord in the performance of any obligations under the Master Lease, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s Brillian’s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor TFS agrees, upon notice from SublesseeBrillian, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease and to otherwise cooperate reasonably with Brillian as Brillian may reasonably request, in enforcing the remedies provided in the Master Lease.
Appears in 2 contracts
Samples: Real Property Sublease Agreement (Brillian Corp), Real Property Sublease Agreement (Three Five Systems Inc)
Master Lease. A. All the obligations contained in The parties acknowledge and agree that: (a) if the Master Lease conferred and imposed upon terminates for any reason (excluding any termination arising from Sublessor’s violation of (i) the proviso in clause (b) of this Section 16, or (ii) clause (c) of this Section 16), this Sublease shall terminate concurrently therewith without any liability of Sublessor to Sublessee; (as Tenant thereinb) Sublessor shall be borne by Sublessor and Sublessee in accordance with have the Sublessor's Percentage and the Sublessee's Percentageright, respectivelyat any time, except as modified and amended by this Sublease, and all rights and privileges contained in to terminate the Master Lease conferred upon Sublessor (as Tenant therein)Lease, are hereby conferred and imposed upon Sublesseeamend, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved or waive any provisions under the Master Lease and make any elections, exercise any right or remedy and give any consent or approval under the Master Lease without regard the Sublessee’s use of the Subleased Premises and without any liability to Sublessee in connection therewith; provided, however, that, so long as Sublessee is not in default under this Sublease, taking into account all applicable notice and when duecure periods, will perform Sublessor may not take any of the foregoing actions that adversely affect the Sublessee’s use of the Subleased Premises or increase any obligation on the part of Sublessee (including any changes in Rent) without obtaining the prior written consent of Sublessee, which consent may not be unreasonably withheld or delayed; (c) neither party shall do or permit anything to be done in, about or with respect to the Master Premises which would violate the Master Lease, and shall comply with all requirements and restrictions set forth in the Master Lease; (d) Sublessee shall obtain the prior written consent of Sublessor and Master Lessor with respect to any act which, if performed by Sublessor's insurance obligations , would require Master Lessor’s approval under the Master Lease, and will otherwise the consent of Sublessor may be withheld if Master Lessor’s consent is not obtained; (e) each provision under the Master Lease in which Sublessor is required to (i) indemnify, release or waive claims against Master Lessor and (ii) execute and deliver documents or notices to Master Lessor, shall be binding on Sublessee as if incorporated fully herein and faithfully perform shall run from Sublessee to both Master Lessor and Sublessor; and (f) this Sublease shall be at all times subject and subordinate to the terms Master Lease and conditions all present and future ground leases, deeds of trust or other encumbrances, and all renewals, modifications and replacements thereof affecting any portion of the Master Lease Premises. Sublessor will copy Sublessee on all written notices of termination or default delivered by Sublessor to Master Lessor with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 2 contracts
Samples: Lease Agreement (Maxygen Inc), Assignment and Assumption of Lease and Third Amendment to Lease (Maxygen Inc)
Master Lease. A. All (a) Each Individual Property shall at all times be leased directly and exclusively by the obligations contained in Mortgage Borrower to the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved Lessee under the Master Lease as (and when due, will perform Sublessor's insurance obligations not to any other Person under the Master Lease or any replacement Master Lease). Master Lessee shall be permitted to enter into Subleases subject to and in accordance with Section 8.8.2.
(b) The Master Lease shall have an initial term of fifteen (15) years with renewal rights.
(c) The Master Lease shall require Master Lessee to make payments of Master Lease Rent. Pursuant to the Master Lease and the Master Lease Rent Payment Direction Letter all Master Lease Scheduled Rent shall at all times during the term of the Loan be made directly to the Holding Account, and will otherwise fully none of the foregoing payments of Master Lease Rent shall be deemed made until such payment has been deposited into the Holding Account.
(d) The Master Lease shall require the Master Lessee to prepare the expenses and faithfully perform revenue in accordance with Article XI and to submit copies to Mezzanine Lender for its reference, not for its approval.
(e) Neither Mortgage Borrower nor Master Lessee shall terminate the terms and conditions Master Lease or consent to the termination of the Master Lease without the prior written consent of Mezzanine Lender. Except as provided in the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of casualties or condemnations, the Master Lease shall not provide for the release of an Individual Property. The Master Lease may be amended to provide, inter alia, for a release of an Individual Property and the Sublease on its part reduction of Master Lease Rent as provided in Section 2.3.4(v) and (vi).
(f) Except for the Assignment of Leases and the Permitted Encumbrances, neither the Mortgage Borrower nor the Master Lessee shall Transfer or sublease, or allow to be performedTransferred, its interest in the Master Lease or any interest therein without the prior written consent of the Mezzanine Lender. Neither The Mezzanine Borrower shall not permit Mortgage Borrower to permit (except as expressly permitted under the Sublessor nor Sublessee Master Lease) and shall do not consent to (except as expressly required under the Master Lease) any assignment by the Master Lessee of its interest in the Master Lease or cause its rights and interests thereunder except to be done any act which would Master Lessee’s successor by merger or might cause acquisition of all or substantially all of Master Lessee’s assets. Notwithstanding the foregoing, Master Lessee shall pledge to Mortgage Borrower its interest in the “FF&E” as defined in the Master Lease, or subject to the rights of Sublessor as tenant under Assigned Landlord Lien.
(g) Neither the Mortgage Borrower nor the Master Lease Lessee shall, without the prior written consent of Mezzanine Lender which consent, solely with respect to clauses (ii) and (iii) of this Section 5.1.22(g), will not be endangeredunreasonably withheld, cancelled(i) renew (other than pursuant to renewal rights expressly set forth in the Master Lease), terminatedextend, forfeited release any Individual Property from (except in connection with a Property Release, Substitution or surrenderedrelease of an Unimproved Parcel, in compliance with Sections 2.3.4, 2.3.5 and 2.3.9 hereof) terminate, reduce rents (except as expressly authorized pursuant to Section 2.3.4) or other sums payable under, accept a surrender of, or which would shorten the term of, the Master Lease, (ii) appoint any appraiser, (iii) make any determination of Fair Market Rental or might cause Sublessor Fair Market Value (as such terms are defined in the Master Lease), (iv) waive any provisions of the Master Lease, provided that subject to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between clause (i) Mortgage Borrower and Master Lessee shall have the right to waive provisions of the Master Lease and this Sublease which so long as the same would permit Sublessee to do not have the effect of (1) waiving or cause to be done any act which is prohibited by reducing the monetary obligations of Master Lessee under the Master Lease then or (2) either permitting Master Lessee to take an action that Mortgage Borrower or Master Lessee is prohibited from taking under this Agreement or any other Loan Document, or preventing Mortgage Borrower and/or Master Lessee from complying with an obligation on the provisions part of Mortgage Borrower or Master Lessee under this Agreement or any other Loan Document, (v) amend or modify in any respect in a manner adverse to Mezzanine Lender or that would decrease Master Lessee’s obligations or increase Mortgage Borrower’s obligations thereunder, any provision of the Master Lease contained in Article I (leased property, term, etc.), Article III (rent), Article IV (termination and abatement), Article V (Ownership of Leased Property), Section 6.1(b) (Taxes and Other Charges; Contest for Taxes and Other Charges, Legal Requirements and Liens), Article VIII (Alterations; Leasing), Article X (Casualty and Condemnation), Article XI (Accounts and Reserves), Article XII (defaults and remedies), Article XV (Subordination) and related definitions in Article II (definitions) or (vi) materially amend or modify any provision of the Master Lease not listed in clause (v) in a manner adverse to Mezzanine Lender or that would decrease Master Lessee’s obligations or increase Mortgage Borrower’s obligations thereunder, provided that nothing in this Section 5.1.22(g) shall prevailprohibit or restrict Master Lessee from exercising its rights under Section 1.2 of the Master Lease subject to the requirements of Sections 2.3.4 and 2.3.9 hereof.
B. Sublessee (h) The Master Lease shall pay be subject and subordinate to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due Loan pursuant to the Master Lease. Sublessor Lease SNDA.
(i) Mortgage Lender shall not demand such payment prior have the right to the date which is thirty (30) days before the date any such sum shall be due and owing declare a Master Lease Tenant Default under the Master LeaseLease and to exercise the rights and remedies of the Mortgage Borrower, as landlord under the Master Lease (including without limitation, exercising it rights and remedies with respect to the Assigned Landlord Lien), pursuant to the assignment of such rights in the Assignment of Leases.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations (j) The form of the Master Landlord, nor shall such default Lease is attached hereto as Exhibit F. Mezzanine Lender hereby approves of the form of the Master Landlord affect Lease. Notwithstanding the foregoing, or anything else in Mezzanine Loan Documents to the contrary, except as expressly set forth in this Sublease Agreement-if any conflict, contradiction or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under inconsistency exists between the Master LeaseLease and this Agreement, the terms and provisions of this Agreement shall, as among the parties hereto, control and govern.
Appears in 2 contracts
Samples: Mezzanine Loan and Security Agreement (Station Casinos Inc), Mezzanine Loan and Security Agreement (Station Casinos Inc)
Master Lease. A. All 6.1 Sublessor is the obligations contained in lessee of the Premises by virtue of the “Master Lease”, wherein Xxxxxxx Xxxxxx 1995, LLC, a Delaware limited liability company is the lessor, hereinafter the “Master Lessor”.
6.2 This Sublease is and shall be at all times subject and subordinate to the Master Lease conferred Lease.
6.3 The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease document shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then the provisions word “Lessor” is used it shalt be deemed to mean the Sublessor herein and wherever in the Master Lease the word “Lessee” is used it shall be deemed to mean the Sublessee herein.
6.4 During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease except for the following paragraphs which are excluded therefrom: Articles 2, 3, 4, 24, and Exhibit B.
6.5 The obligations that Sublessee has assumed under paragraph 6.4 hereof are hereinafter referred to as the “Sublessee’s Assumed Obligations”, The obligations that sublessee has not assumed under paragraph 6.4 hereof are hereinafter referred to as the “Sublessor’s Remaining Obligations”.
6.6 Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys fees, arising out of Sublessee’s failure to comply with or perform Sublessee’s Assumed Obligations.
6.7 Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject, however, to any earlier termination of the Master Lease shall prevailwithout the fault of the Sublessor, and to comply with or perform Sublessor’s Remaining Obligations and to hold Sublessee free and harmless from all liability, judgments, costs, damages, claims or demands arising out of Sublessor’s failure to comply with or perform Sublessor’s Remaining Obligations.
B. 6.8 Sublessor represents to Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage that the Master Lease is in full force and effect and that no default exists on the part of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant Party to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 2 contracts
Samples: Consent to Sublease Agreement (Ziprecruiter, Inc.), Consent to Sublease Agreement (Ziprecruiter, Inc.)
Master Lease. A. All The Borrower shall not amend, modify or terminate and shall maintain those two (2) certain master leases by and between the obligations contained Borrower, as landlord, and Tradeport Development IV, LLC, a wholly owned Subsidiary of the Borrower, as master tenant (collectively, the “Master Lease”) of the entire Property in full force and effect until the earlier of (i) the Maturity Date; or (ii) such time as the Lender grants Borrower’s request for Lender’s consent to release and terminate the Master Lease conferred and imposed upon Sublessor (as Tenant therein) the “Master Lease Release Request”). The Lender’s consent to a Master Lease Release Request shall be borne subject to the satisfaction of the following conditions: (1) the Property is at least ninety percent (90%) occupied by Sublessor third party tenants not affiliated with the Borrower and Sublessee such tenants have commenced occupancy under their respective leases and commenced paying rent pursuant to leases permitted pursuant to, or otherwise approved by, the Lender in accordance with the Sublessor's Percentage Collateral Assignment; (2) the Borrower has provided the Lender with a current financial statement in accordance with Section 6.01(i) above, (3) the Borrower has provided financial statements confirming that the projected property operations at the Property (without taking into consideration the Master Lease) demonstrate an income which will result in amount equal to or greater than the Debt Service Coverage Ratio for a full twelve (12) calendar month period with the prospective year’s net operating income and debt service under the Sublessee's PercentageLoan, respectivelyall as determined by the Lender in its reasonable discretion; (4) no Event of Default has occurred or is continuing; (5) there exists no fact or condition which with the passage of time or giving of notice, except as modified or both, would constitute an Event of Default hereunder or under the Loan Documents; and amended by this Sublease, and all rights and privileges contained in (6) the Borrower has satisfied the Master Lease conferred upon Sublessor Reserve (as Tenant thereinhereinafter defined), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment Upon Borrower’s satisfaction of the rentals reserved under the foregoing conditions, Lender will approve Borrower’s Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be Release Request in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of writing whereupon the Master Lease shall prevailbe terminated and of no further force or effect.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 2 contracts
Samples: Loan and Security Agreement (Griffin Land & Nurseries Inc), Loan and Security Agreement (Griffin Land & Nurseries Inc)
Master Lease. A. All the obligations contained (a) Subtenant represents that it is fully familiar with Master Lease. This Sublease is subject and subordinate in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, respects to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, except to the extent otherwise herein specified, and will otherwise fully all mortgages, lease and faithfully perform other documents to which the Master Lease is or may hereafter become subject and subordinate. Subtenant agrees to comply with, and acknowledges that its rights hereunder are subject to, the terms and conditions of the Master Lease as they apply to Subtenant’s use and enjoyment of the Subleased Premises and the Building. Without limiting the foregoing, Subtenant will comply with respect any rules and regulations that apply to the Sublessor's PercentageSubleased Premises or the Building. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall Subtenant will not do or cause to be done or suffer or permit any act which to be done that would or might cause the Master Lease, or the rights of Sublessor as tenant Fxxxxxx Mac to be in default under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agreesWithout limiting the foregoing, as an express inducement for Sublessor executing this SubleaseSubtenant acknowledges that under the Master Lease certain fixtures and improvements that may be installed by the Subtenant may belong to Landlord or, that if there is any conflict between at Landlord’s election, must be removed by Subtenant in accordance with the provisions of the Master Lease Lease. Fxxxxxx Macrepresents that Fxxxxxx Mac has not received any notice, and has no actual knowledge, of any default by Fxxxxxx Mac under the Master Lease. Fxxxxxx Mac will request Landlord to deliver an Estoppel Certificate to Subtenant in the form and substance of Exhibit 6 concurrently with its approval of this Sublease.
(b) Subtenant acknowledges that its rights related to the Subleased Premises arise out of this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by only, and that it has no rights under the Master Lease then that are not expressly granted to Subtenant herein. Fxxxxxx Mac does not agreeto do or perform any obligations undertaken or assumed by Landlordunder the provisions Master Lease. Without limiting the foregoing, Fxxxxxx Mac will not be liable for any early termination of or default under the Master Lease that is not due to the gross negligence or willful misconduct of Fxxxxxx Mac or to Fxxxxxx Mac’s breach of the Master Lease shall prevail.
B. Sublessee shall pay not caused by Subtenant or any third party (including Landlord or another subtenant). Fxxxxxx Mac will have no obligation to Sublessorinspect, within ten (10) days after demand therefor maintain, secure or repair the Subleased Premises and will not be liable to Subtenant or its employees, agents or any third parties for any loss, injury or damage to persons or property caused by Sublessorany conditions or activities in, Sublessee's Percentage of any and on or about the Premises or the Building, including but not limited to, the Subleased Premises. Notwithstanding the foregoing, Fxxxxxx Mac will have all sums (except fixed annual rent payable under the Master Lease) due pursuant rights with respect to the Master Lease. Sublessor shall not demand such payment prior Subleased Premises (including the right to enter and inspect) that Landlord has with respect to the date which is thirty (30) days before the date any such sum shall be due and owing Premises under the Master Lease.
C. Notwithstanding anything (c) Fxxxxxx Mac will use commercially reasonable efforts to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of maintain the Master Landlord, nor shall such default of Lease in full force and effect during the Term (subject to Subtenant’s compliance with its obligations hereunder and under the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agreesLease) and, upon notice from Sublessee, Subtenant that Landlord has failed to make immediate demand upon Master Landlord to perform comply with one or more of its obligations under the Master Lease, will usecommercially reasonable good faithefforts to procure Landlord’s cure of any Landlord default (but will not be obligated to bring a lawsuit)and, if Fxxxxxx Mac is unable to procure Landlord’s cure within five (5) business days, Fxxxxxx Mac will cooperate (without being obligated to incur expenses) in any reasonable efforts (including seeking judicial relief if appropriate) of Subtenant to enforce Landlord’s obligations under the Master Lease.
Appears in 1 contract
Master Lease. A. All the obligations contained in Sublessee acknowledges and agrees that Sublessor has provided Sublessee with a copy of the Master Lease conferred and imposed upon Sublessor (inclusive of all amendments as Tenant therein) shall be borne by more particularly described in the recitals hereof. With knowledge of the content of the Master Lease, Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, hereby agree that:
a. This Sublease and all rights of Sublessee hereunder and privileges contained in with respect to the Subleased Premises are subject and subordinate to the terms, conditions and provisions of the Master Lease conferred upon Sublessor (as Tenant therein)subject, are hereby conferred and imposed upon Sublesseehowever, to the extent terms and conditions of Sublessee's Percentageany Recognition Agreement (as defined in Paragraph 14 below). Sublessor covenants As to the Subleased Premises only, Sublessee hereby assumes and agrees it will make payment agrees, jointly and severally with Sublessor, to perform faithfully and be bound by all of the rentals reserved under the Master Lease as Sublessor’s obligations, covenants, restrictions and when due, will perform Sublessor's insurance obligations agreements under the Master Lease, except that as between Sublessor and will Sublessee, Sublessee shall not be liable or responsible for any monetary obligations under the Master Lease including, without limitation, Rent, Operating Expenses, Real Estate Taxes and Code Costs, which Sublessor hereby agrees shall be solely the liability and responsibility of Sublessor and with respect to which Sublessor hereby indemnifies Sublessee.
b. Without limiting the foregoing:
i. Sublessee shall not make any material changes, alterations or additions in or to the Subleased Premises without first obtaining Sublessor’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; provided, however. Sublessee shall not be required to obtain Sublessor’s consent in any circumstance under which Sublessor is not required under Article 9 of the Master Lease to obtain the Master Landlord’s consent therefor.
ii. If Sublessee desires to take any other action, which, if such action were taken by Sublessor would require Master Landlord’s consent under the Master Lease, Sublessee shall not take such action without first obtaining the written consent of Master Landlord; provided, however, if the Master Landlord refuses to acknowledge Sublessee’s request for consent due to lack of privity or otherwise, Sublessor shall make the request, in form and substance approved by Sublessee, for Master Landlord’s consent pursuant to the Master Lease for and on behalf of Sublessee.
iii. Rights of the Master Landlord, its agents and representatives under the Master Lease to enter the Leased Premises shall inure to the benefit of Sublessor, its agents and representatives, with respect to the Subleased Premises if and to the extent such entry by Sublessor is reasonably necessary to facilitate the entry by Master Landlord under the Master Lease and provided that Sublessor shall have given Sublessee comparable notice of such entry under this Sublease as the Master Landlord is required to give Sublessor under the Master Lease.
iv. Sublessee shall maintain insurance of the kinds and in the amounts required to be maintained by Sublessor under the Master Lease, except that all policies of liability insurance shall name as additional insureds both the Master Landlord and the Sublessor.
v. Sublessee shall not intentionally or negligently take any action or fail to take any action that is reasonably likely to cause an Event of Default under the Master Lease or that would cause the Master Lease to be cancelled or terminated.
c. Notwithstanding anything contained herein or in the Master Lease to the contrary, Sublessor and Sublessee hereby agree as follows:
i. Except as otherwise fully expressly set forth herein, Sublessee shall not assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of Sublessee’s interest in this Sublease, by operation of law or otherwise, or permit the use of the Subleased Premises or any part thereof by any person other than Sublessee, its officers, directors, partners, employees or agents, or further sublet the Subleased Premises or any part thereof, without the prior written consent of Sublessor, which shall not be unreasonably withheld, conditioned or delayed, and faithfully perform if and to the terms extent required under the Master Lease, the prior written consent of Master Landlord. For the purposes hereof, Sublessor and conditions Sublessee acknowledge and agree that as to Sublessor’s consent right under this Paragraph 8(c)(i), it shall constitute reasonable grounds to deny consent to an assignment or further sublease if the proposed assignee or sub-subtenant (together with any guarantor) is not, in Sublessor’s reasonable judgment, financially capable of paying the Rent hereunder. Notwithstanding the foregoing, in the event Sublessee is a publicly traded company, the public trading of Sublessee’s shares (including pink sheets and counter trading) shall not be deemed a transfer under this Sublease. In addition to and not in limitation of the foregoing, Sublessee shall have the right from time to time, without the consent of Sublessor to assign Sublessee’s interest in this Sublease and/or to sublet or license all or any portion of the Subleased Premises: (i) to an affiliate (as defined in Section 17.1.1 of the Master Lease) of Sublessee; (ii) to any entity which purchases all or substantially all of the assets of Sublessee; (iii) in conjunction with any merger, acquisition, consolidation or public offering of stock or other interests involving Sublessee; and/or (v) as may be required by any law. If Sublessor shall give its consent under this Paragraph 8(c)(i), Sublessee shall, in consideration therefor, pay to Sublessor one hundred percent (100%) of all sums and other consideration actually paid to Sublessee by the assignee or sub-subtenant for or by reason of such assignment or sub-subletting as such sums exceed any amounts payable by Sublessee to Sublessor hereunder.
ii. Rent shall not xxxxx by reason of any damage to or destruction of the Subleased Premises, the Leased Premises or the Building or any part thereof, unless, and then only with respect to the same period of time that, rental and such other payments are actually abated under the Master Lease with respect to the Sublessor's PercentageSubleased Premises on account of such damage or destruction.
iii. Sublessee covenants shall not have any right to any portion of the proceeds of any award for a condemnation or other taking, or a conveyance in lieu thereof, of all or any portion of the Building, the Leased Premises or the Subleased Premises; provided, however, that Sublessee shall have the right to file any separate claim available to Sublessee for any taking of Sublessee’s personal property and agrees fixtures belonging to otherwise fully Sublessee and faithfully perform removable by Sublessee on expiration of the terms Term (excluding Sublessor’s Work), and conditions for moving expenses and/or relocation costs, so long as any such claim does not diminish the award available to Sublessor and/or Master Landlord and so long as any such claim is payable separately to Sublessee.
iv. Sublessee shall not benefit from (i) any rent concessions or abatements, (ii) any construction allowances, (iii) any right to renew or extend the term of the Master Lease and the Sublease on its part Lease, (iv) any right to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause terminate the Master Lease, or the rights (v) any right of Sublessor as tenant first refusal or first offer under the Master Lease to be endangeredLease; provided, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Subleasehowever, that the foregoing shall not diminish any similar right inuring to Sublessee if there is any conflict between the provisions expressly set forth herein.
v. All of the Master Lease terms, covenants, conditions and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay be and hereby are incorporated into the Sublease as if fully set forth herein, except to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage the extent otherwise expressly provided to the contrary or to the extent of any a conflict between this Sublease and all sums (except fixed annual rent payable under the Master Lease) due pursuant , in which event the terms, covenants, conditions and provisions of the Sublease shall control.
vi. Subject to any Recognition Agreement, the Term of this Sublease shall terminate, without liability of Sublessor to Sublessee, if the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under Landlord terminates the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Master Lease. A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) 12.1 Subtenant shall not do or permit to be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent done anything which would constitute a violation or breach of Sublessee's Percentage. Sublessor covenants and agrees it will make payment any of the rentals reserved under the Master Lease as and when dueterms, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions or provisions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangeredterminated or forfeited by virtue of any risks of termination or forfeiture reserved by or vested in Master Landlord, cancelledexcept to the extent that such act or occurrence shall have resulted, terminateddirectly or indirectly, forfeited from a default by Sublandlord under this Sublease or surrendered, the failure of Sublandlord to comply with its obligations under the Master Lease not required to be performed by Subtenant pursuant to this Sublease.
12.2 Sublandlord shall not do or permit to be done anything which would constitute a violation or might cause Sublessor to be in default thereunder breach of any of the terms, conditions or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease or which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then to be terminated or forfeited by virtue of any risks of termination or forfeiture reserved by or vested in Master Landlord, except to the provisions extent that such act or occurrence shall have resulted, directly or indirectly, from a default by Subtenant under this Sublease (including without limitation, the failure of Subtenant to pay any amount of Base Monthly Rent or Subtenant's Percentage Share of Common Operating Expenses).
12.3 If the Master Lease terminates, this Sublease shall prevail.
B. Sublessee terminate and the parties shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any be relieved from all liabilities and all sums (obligations under this Sublease; except fixed annual rent payable under that if the Master Lease) due pursuant Lease or this Sublease terminates as a result of a default of Subtenant under this Sublease, Subtenant shall be liable to the Sublandlord for all damages suffered by Sublandlord as a result of the termination; and except that if the Master Lease. Sublessor Lease or this Sublease terminates as a result of a default of Sublandlord under this Sublease, Sublandlord shall not demand such payment prior be liable to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations Subtenant for all damages suffered by Subtenant as a result of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Leasetermination.
Appears in 1 contract
Samples: Sublease Agreement (Tegal Corp /De/)
Master Lease. A. All 7.1 Sublessor is the obligations contained in lessee of the Premises by virtue of a lease, hereinafter the "Master Lease", a copy of which is attached hereto marked Exhibit 1, wherein Xxxxxxxxx Associates is the lessor, hereinafter the "Master Lessor".
7.2 This Sublease is and shall be at all times subject and subordinate to the Master Lease conferred Lease.
7.3 The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease document shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then the provisions word "Lessor" is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word "Lessee" is used it shall be deemed to mean the Sublessee herein.
7.4 During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease except for the following paragraphs which are excluded therefrom:
7.5 The obligations that Sublessee has assumed under Paragraph 7.4 hereof are hereinafter referred to as the "Sublessee's Assumed Obligations". The obligations that Sublessee has not assumed under Paragraph 7.4 hereof are hereinafter referred to as the "Sublessor's Remaining Obligations".
7.6 Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys fees, arising out of Sublessee's failure to comply with or perform Sublessee's Assumed Obligations.
7.7 Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject, however, to any earlier termination of the Master Lease shall prevailwithout the fault of the Sublessor, and to comply with or perform Sublessor's Remaining Obligations and to hold Sublessee free and harmless from all liability, judgments, costs, damages, claims or demands arising out of Sublessor's failure to comply with or perform Sublessor's Remaining Obligations.
B. 7.8 Sublessor represents to Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage that the Master Lease is in full force and effect and that no default exists on the part of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant Party to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Master Lease. A. All (a) Subtenant and this Sublease shall be subject in all respects to the obligations contained in terms of, and the rights of the Master Landlord under, the Master Lease conferred as such terms and imposed upon Sublessor (rights relate to the Sublease Premises. 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 as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with they apply to the Sublessor's Percentage and the Sublessee's Percentage, respectivelySublease Premises, except as modified and amended by herein. As applied to this Sublease, the words “Landlord,” “Tenant,” and all rights and privileges contained “Lease” as used in the Master Lease, shall be deemed to refer to Sublandlord, Subtenant and this Sublease, respectively. Except as otherwise expressly provided herein, the covenants, agreements, terms, provisions and conditions of the Master Lease conferred upon Sublessor (insofar as Tenant therein), are hereby conferred and imposed upon Sublessee, they relate to the extent Sublease Premises are made a part of Sublessee's Percentage. Sublessor covenants and agrees it will make payment incorporated into this Sublease as if recited herein in full, and the rights and obligations of the rentals reserved Landlord and the Tenant under the Master Lease as shall be deemed the rights and when dueobligations of Sublandlord and Subtenant respectively hereunder and shall be binding upon and inure to the benefit of Sublandlord and Subtenant respectively.
(b) Subtenant recognizes that Sublandlord is not in a position to render any of the services or to perform any of the obligations required of Master Landlord by the terms of the Master Lease. Therefore, will perform Sublessor's insurance notwithstanding anything to the contrary contained in this Sublease, Subtenant agrees that performance by Sublandlord of its obligations hereunder is conditional upon due performance by Master Landlord of the corresponding obligations under the Master Lease. Sublandlord shall not be liable to Subtenant for, nor shall Subtenant have any claim against Sublandlord by virtue of, any default of the Master Landlord under the Master Lease of any of its obligations, representations or warranties, or any other failure or delay by Master Landlord in the performance of its obligations thereunder, unless such default, failure or delay is a result of Sublandlord’s default of its obligations under the Master Lease. This Sublease shall remain in full force and will effect notwithstanding Master 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, except as otherwise fully provided herein. Notwithstanding the foregoing, whenever Master Landlord fails to perform its obligations under the Master Lease for the benefit of Subtenant, Sublandlord agrees to use reasonable efforts to obtain such performance on behalf of Subtenant. Such reasonable efforts shall include, without limitation: (a) upon Subtenant’s request, immediately notify Master Landlord of its non-performance under the Master Lease and faithfully request Master Landlord to perform its obligations and (b) upon Subtenant’s request, take appropriate legal action to enforce the terms of the Master Lease, using attorneys reasonably acceptable to Subtenant, provided that Subtenant agrees to pay all costs and conditions expenses of Sublandlord reasonably incurred in connection therewith and to indemnify, defend and hold Sublandlord harmless from and against all liabilities, claims, expenses, losses and damages arising from such action.
(c) Subtenant recognizes that, wherever Sublandlord has a consent right under this Sublease by virtue of the incorporation of the terms of the Master Lease herein, the ability of Sublandlord to give such consent is dependent upon Master Landlord giving its consent under the Master Lease with respect to the Sublessor's Percentageitem in question (including, without limitation, consent to an assignment of this Sublease or the sub-subletting of the Sublease Premises). Sublessee covenants and In such cases, Sublandlord agrees to otherwise fully use reasonable efforts to obtain such consent on behalf of Subtenant, at Subtenant’s sole cost and faithfully perform expense. However, Sublandlord shall not be liable to Subtenant, nor shall Subtenant have any claim against Sublandlord, for any failure by the Master Landlord to give such consent. In the event Master Landlord does give its consent to a particular matter, Sublandlord shall not unreasonably withhold, condition or delay its consent with respect to such matter.
(d) Wherever, by virtue of the incorporation of the terms of the Master Lease herein, a time period begins upon Sublandlord’s delivery of notice, documents and/or other items to Subtenant, said time period shall be deemed to have begun on the date on which Master Landlord delivers such notice, documents and/or other items to Sublandlord, provided Sublandlord delivers a copy of such notice to Subtenant no later than the business day following the day Sublandlord receives the same (for example, if Master Landlord gives Sublandlord notice of default under Section 25.2 of the Original Lease, the thirty (30) day period referred to therein shall, for purposes of this Sublease, commence to run on the date of delivery of such notice to Sublandlord, and not upon Sublandlord’s delivery of such notice to Subtenant). Wherever, by virtue of the incorporation of the terms of the Master Lease herein, a time period begins upon Sublandlord’s receipt of notice, documents and/or other items from Subtenant, said time period shall be deemed to have begun on the date on which Master Landlord receives such notice, documents and/or other items from Sublandlord (for example, if Subtenant delivers a request for consent to assignment to Sublandlord under Section 32.2 of the Original Lease, the ten (10) business day period referred to in the second sentence of said Section shall commence to run on the date such notice is delivered to Master Landlord by Sublandlord, and not upon Subtenant’s delivery of such notice to Sublandlord). Sublandlord agrees to promptly forward to Subtenant all notices, documents and other items it receives from Master Landlord pertaining to the Sublease Premises or Subtenant’s rights and obligations hereunder, and to promptly forward to Master Landlord all notices, documents and other items it receives from Subtenant.
(e) Sublandlord represents and warrants to Subtenant that (i) the Master Lease attached hereto as Exhibit A is complete and in full force and effect, (ii) the area which is the subject of the Sublease has not been previously assigned by Sublandlord, nor is it subject to a sublease, (iii) Sublandlord shall comply with its duties and obligations under the Master Lease so as to keep the same free from default (beyond applicable notice and cure periods) and in full force and effect, excepting non-compliance attributable to the failure of Subtenant to comply with its duties and obligations under this Sublease, and (iv) to Sublandlord’s actual knowledge, all obligations of both Master Landlord and Sublandlord thereunder required to be performed as of the date hereof have been satisfied and Sublandlord has neither given nor received a notice of default pursuant to the Master Lease that remains uncured. For purposes of the foregoing representations and warranties, the phrase “to Sublandlord’s actual knowledge” means the current actual knowledge, without inquiry, of Sublandlord’s Director of Administration, Xxxx X. St. Xxxx. Sublandlord covenants: (x) not to voluntarily terminate the Master Lease as to the Sublease Premises without Subtenant’s consent (however, Subtenant’s consent will not be necessary with respect to Sublandlord’s exercise of the termination right under Section 9.7, 28, 30 or 31 of the Original Lease); (y) not to modify the Master Lease so as to adversely affect Subtenant’s rights hereunder; and (z) not to make any elections, exercise any rights or give any consent or approval under the Master Lease, in any such case as to adversely affect Subtenant’s rights hereunder (except as otherwise permitted in clause (x) above). Subtenant and Sublandlord each 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 and on the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailTenant thereunder.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Master Lease. A. All the obligations contained in the Master Lease conferred (a) This Sublease is subject and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, subordinate to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform . Except as may be inconsistent with the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform provisions hereof, the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee be applicable to this Sublease as they relate to the Subleased Premises, and shall pay to Sublessorbe incorporated into this Sublease, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any as if Sublandlord was the lessor under the Master Lease and all sums (except fixed annual rent payable Subtenant was the lessee under the Master Lease. As between Sublandlord and Subtenant, if there are inconsistencies between any provision of the Master Lease and any provision of this Sublease, this Sublease shall control. Notwithstanding anything to the contrary contained in this Sublease, Subtenant shall not be deemed to have assumed any obligations of Sublandlord under the Master Lease for the benefit of Master Landlord, as this Sublease is not a direct lease with Master Landlord, and Master Landlord shall not be a third party beneficiary hereof. Without limiting the foregoing, Sublandlord shall make all payments of Rent, plus sales tax thereon, to Master Landlord under the Master Lease, unless the Subtenant has made said payments directly to Master Landlord and Master Landlord has agreed to accept the same as set forth herein.
(b) due pursuant Subtenant shall be entitled to the rights of Sublandlord, as tenant under the Master Lease. Sublessor If Master Landlord shall not demand such payment prior default in any of its obligations to Sublandlord with respect to the date which Subleased Premises, Subtenant shall notify Sublandlord and Sublandlord shall promptly use reasonable efforts to have Master Landlord comply, and if Master Landlord fails to comply, then Subtenant shall have the right, in its own name, to bring an action or proceeding with respect to such default, and Subtenant hereby is thirty subrogated to the rights of Sublandlord against Master Landlord. Sublandlord agrees to take such steps as Subtenant may reasonably request (30at Subtenant’s sole cost and expense), but the filing of any appropriate action or proceeding against the Master Landlord shall be the sole responsibility of Subtenant, at its sole cost and expense, and Sublandlord hereby consents to same. Notwithstanding the foregoing, Sublandlord shall have the right (but not the obligation) days before to join in any said proceedings, and in any event, it will sign such demands, pleadings, or other papers that may be required and will otherwise reasonably cooperate (at Subtenant’s sole cost and expense) with Subtenant to the date extent necessary to enable Subtenant to proceed in Sublandlord’s name to enforce the obligations of the Master Landlord under the Master Lease. Subtenant shall be entitled to all of the damages and other sums obtained as the result of the exercise of any such sum shall be due and owing rights or remedies of Sublandlord under the Master Lease.
C. (c) Notwithstanding anything to the contrary contained in this Sublease:
(i) for the purposes of incorporation of the Master Lease by reference in this Sublease, except as otherwise expressly provided herein, and except to the extent that they are inapplicable or modified by the terms and provisions of this Sublease (a) references in the Master Lease to the “Leased Premises” or “premises” shall be deemed to refer to the Subleased Premises, (b) references in the Master Lease to “Landlord” shall be deemed to refer to Sublandlord under this Sublease, (c) references in the Master Lease to “Tenant” shall be deemed to refer to Subtenant under this Sublease, (d) references in the Master Lease to “this Lease” shall be deemed to refer to this Sublease, (e) references in the Master Lease to the “Term” of the Lease shall be deemed to refer to the Sublease Term, and (f) references in the Master Lease to the “expiration date” shall be deemed to refer to the expiration date of the Sublease Term;
(ii) the time limits contained in the Master Lease for the giving of notices, making of demands or payments, or performing any act, condition or covenant on the part of the Tenant thereunder, or for the exercise by the Tenant thereunder of any right, remedy or option, are changed for the purposes of incorporation herein containedby reference by shortening the same in each instance by two (2) days so that in each instance Subtenant shall have two (2) days less time to observe or perform hereunder than Sublandlord has as the Tenant under the Master Lease; this provision shall not be applicable to any time limit contained in the Master Lease which is three (3) days or less, Sublessor in which case, Subtenant shall have one (1) less day to perform any said obligation;
(iii) the following parts, provisions and exhibits of the Master Lease are not applicable to this Sublease, and are not incorporated herein by reference:
A. Sections 2, 3(a), 3(b), 3(d), 6, 15, 23, 28, 34, and 50;
B. Exhibits B, C-l, C-2 and F.
(iv) whenever Master Landlord’s consent or approval is required to be obtained under the terms of the Master Lease as a condition to any action, inaction, condition or event by Subtenant permitted hereunder, Sublandlord shall cooperate (at Subtenant’s sole cost and expense) with Subtenant and promptly request and diligently attempt to obtain such consent from Master Landlord. Except with respect to any consent required under Section 12, Sublandlord agrees not unreasonably to withhold or delay its approval or consent when required under this Sublease, subject, however, to the issuance of Master Landlord’s corresponding approval or consent, to the extent required under the Master Lease;
(v) Subtenant shall have no duty itself right to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect record this Sublease or waive or defer the to record a memorandum hereof.
(d) Subject to Subtenant’s performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the terms of this Sublease, Sublandlord shall observe and perform all of the terms, covenants and conditions applicable to Sublandlord under the Master Lease and, subject to the terms of Section 3(a) above, shall keep the Master Lease in full force and effect and in good standing throughout the term of this Sublease. In addition, Sublandlord agrees that it shall not amend, modify, or (except as provided in Section 3(a) above) exercise any right to terminate the Master Lease during the term of this Sublease without the prior written consent of Subtenant.
(e) If Sublandlord fails to pay to Master Landlord any monthly installment of rent or other sums required to be paid under the Master Lease within five (5) days after receipt of a corresponding payment from the Subtenant under this Sublease, then without limitation of any other right or remedy which may be available to Subtenant under this Sublease, Subtenant may, at its option, pay to the Master Landlord the amount due under the Master Lease, in which event Sublandlord shall promptly reimburse Subtenant on demand for the amount so paid to the Master Landlord plus a one percent (1%) overhead and administrative charge, and if Sublandlord does not so reimburse Subtenant for such sums due Subtenant, Subtenant may offset such sums from Subtenant’s rent subsequently due under this Sublease.
Appears in 1 contract
Samples: Sublease Agreement (Knology Inc)
Master Lease. A. All (i) if (A) Master Tenant shall fail in the obligations contained payment of (1) any fixed or base rent set forth in or made payable pursuant to the Master Lease conferred and imposed upon Sublessor or (as Tenant therein2) shall be borne by Sublessor and Sublessee any additional rent set forth in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in or made payable pursuant to the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment within 30 days of the rentals reserved under date such rent is payable after the Master Lease as expiration of any notice and when due, will perform Sublessor's insurance obligations grace period provided for under the Master Lease, (B) any one or more of the events referred to in the Master Lease shall occur which would give rise to the termination of the Master Lease without notice or action by the Master Tenant under the Master Lease or which would entitle the Master Tenant to terminate the Master Lease and will otherwise fully and faithfully perform the terms and term thereof by giving notice to Borrower, as landlord thereunder, other than a termination arising from a (x) casualty with respect to which Lender elects to apply any Loss Proceeds to the principal balance of the Loan instead of making the same available for Restoration or (y) condemnation, (C) the Master Lease shall be surrendered or the Master Lease shall be terminated or canceled for any reason or under any circumstances whatsoever, except with the consent of Lender, other than a termination arising from a (x) casualty with respect to which Lender elects to apply any Loss Proceeds to the principal balance of the Loan instead of making the same available for Restoration or (y) condemnation, (D) there shall be, as to Master Tenant, a monetary or other default with respect to the Master Lease beyond any applicable cure periods contained therein that would have a Material Adverse Effect, or (E) any of the terms, covenants or conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform shall in any manner be modified, changed, supplemented, altered, restated or amended in violation of the terms and conditions of this Agreement; or
(ii) if Borrower shall revoke or modify the Master Lease and Rent Instruction or any other instruction or agreement governing the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights direction of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance payments by Master LandlordTenant to Borrower, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under without in each instance the Master Leaseprior written consent of Lender.
Appears in 1 contract
Samples: Loan Agreement (Toys R Us Inc)
Master Lease. A. All the obligations contained in the Master Lease conferred 2.1 The Sublease and imposed upon Sublessor (as Tenant therein) Assignment shall be borne by Sublessor at all times subject and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and subordinate to all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's PercentageLease. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions In case of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this the provisions of the Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the and Assignment, as between Sublessor and Master Lease then Landlord, the provisions of the Master Lease shall prevailprevail unaffected by the Sublease and Assignment. Assignor and Assignee shall not violate any of the terms and conditions of the Master Lease to the extent applicable to the use and occupancy of the Premises. Subject to the terms of that certain Nondisturbance, Recognition and Attornment Agreement dated November 12, 1996 by and among Master Landlord, Sublessor and Assignor ("Nondisturbance"), any breach of the Master Lease by Sublessor shall entitle Master Landlord to all the rights and remedies provided in the Master Lease. Any breach of the Sublease or Assignment by Assignor or Assignee that results in a breach of the Master Lease shall entitle Master Landlord to all the rights and remedies provided in the Master Lease.
B. Sublessee 2.2 Except as provided in the Nondisturbance, upon the expiration or earlier termination of the term of the Master Lease, or upon the surrender of the Master Lease by Sublessor to Master Landlord, the Sublease and Assignment shall pay terminate as of the effective date ("Termination Date") of such expiration, termination, or surrender, and Assignor and Assignee shall vacate the Premises on or before the Termination Date. The foregoing is not intended to Sublessorand shall not operate to permit Sublessor to terminate the Master Lease except as permitted by the Master Lease. Except to the extent set forth in the Master Lease and Sublease Consent, within ten neither Assignor nor Assignee shall have any right and there shall not be vested in either of them any right to exercise rights of first refusal, option or other similar preferential rights, if any (10) days after demand therefor by Sublessorcollectively, Sublessee's Percentage of any and all sums (except fixed annual rent payable "Option Rights"), given to Sublessor under the Master Lease; notwithstanding the foregoing, Assignor and Assignee acknowledge and agree that under no event or circumstance shall any of such Option Rights be or otherwise assignable or transferable to any other person or entity, by operation of law or otherwise, without Master Landlord's prior written consent, which consent may be withheld by Master Landlord in its sole and absolute discretion.
2.3 Sublessor represents and warrants to Master Landlord that (a) due pursuant there exist no amendments, modifications, or extensions of or to the Master Lease except as specified herein, and the Master Lease is now in full force and effect; and (b) to Sublessor's actual knowledge, there exist no defenses or offsets to enforcement of the Master Lease by Master Landlord or Sublessor. To Sublessor's actual knowledge, (i) Master Landlord is not in default in the performance of the Master Lease. , (ii) Master Landlord has not committed any breach thereof, and (iii) no event has occurred which, with the passage of time, or the giving of notice, or both, would constitute a default or breach by Master Landlord.
2.4 Sublessor shall not demand such payment prior represents and warrants to Master Landlord that (a) there exist no amendments, modifications, or extensions of or to the date which Sublease except as specified herein, and the Sublease is thirty now in full force and effect; and (30b) days before to Sublessor's actual knowledge, there exist no defenses or offsets to enforcement of the date Sublease by Sublessor or Assignor. To Sublessor's actual knowledge, except as contained in the Letter (defined below)
(i) Sublessor is not in default in the performance of the Sublease, (ii) Sublessor has not committed any such sum breach thereof, and (iii) no event has occurred which, with the passage of time, or the giving of notice, or both, would constitute a default or breach by Sublessor. Notwithstanding anything in this consent to the contrary, nothing contained in this consent shall be due and owing deemed an admission by Sublessor, Assignor, or Assignee that any of the matters described in the Letter constitutes a default under the Master Lease.
C. Notwithstanding anything 2.5 Assignor represents and warrants to Master Landlord that (a) there exist no amendments, modifications, or extensions of or to the contrary herein containedSublease and Assignment except as specified herein, Sublessor shall have and the Sublease and Assignment is now in full force and effect; and (b) to Assignor's actual knowledge, there exist no duty itself defenses or offsets to perform any obligations enforcement of the Master LandlordSublease and Assignment by Assignor or Assignee. To Assignor's actual knowledge, nor shall such default of the except as to matters described in a letter dated May 12, 1999, from Master Landlord affect this Sublease or waive or defer to Sublessor ("Letter"), (i) Assignor is not in default in the performance of the Sublease and Assignment, (ii) Assignor has not committed any breach thereof, and (iii) no event has occurred which, with the passage of Sublessee' s obligations hereundertime, or the giving of notice, or both, would constitute a default or breach by Assignor. Assignee represents and warrants to Master Landlord that there exist no amendments, modifications, or extensions of or to the Assignment except as specified herein, and the Assignment is now in full force and effect; providedand (b) to Assignee's actual knowledge, neverthelessthere exist no defenses or offsets to enforcement of the Assignment by Assignor or Assignee. To Assignee's actual knowledge, that except as contained in the Letter, (i) Assignee is not in default in the performance of the Assignment, (ii) Assignee has not committed any breach thereof, and (iii) no event has occurred which, with the passage of time, or the giving of notice, or both, would constitute a default or breach by Assignee.
2.6 Assignor and Assignee represent and warrant to Master Landlord that there are no additional payments of rent or consideration of any such default type payable by Assignee to Assignor or failure of performance payable by Master LandlordAssignee to Sublessor, with regard to the Premises other than as disclosed in the Assignment. Sublessor agrees, upon notice from Sublessee, represents and warrants to make immediate demand upon Master Landlord that no payments of rent or consideration of any type are being paid to perform its obligations under the Master LeaseSublessor by Assignor or Assignee.
Appears in 1 contract
Samples: Lease Agreement (Pemstar Inc)
Master Lease. A. All the obligations contained in the Master Lease conferred Sublessee hereby agrees to observe and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and perform all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as duties and when due, will perform Sublessor's insurance obligations of Sublessor under the Master Lease, and shall be entitled to all of the rights and privileges of Sublessor as tenant under the Master Lease, insofar as they pertain to the Premises, except for such terms of the Master Lease which do not relate to the Premises or are inapplicable, inconsistent with or specifically modified by, the terms of this Sublease. Sublessee hereby agrees that this Agreement is and shall remain in all respects subject and subordinate to the Master Lease. Subject to the foregoing provisions, Sublessee will occupy the Premises in accordance with the provisions of the Master Lease as if Sublessee was the "Tenant" thereunder and will not do or suffer to be done any act which might result in a violation of or a default under any of the terms, conditions, covenants or agreements of the Master Lease or which might render Sublessor liable for any charge, cost or expense thereunder by reason thereof. Sublessee acknowledges that certain defaults by it under this Sublease may constitute a default by Sublessor under the Master Lease, and that Sublessee‘s liability to Sublessor shall include, but not be limited to, any damages or liabilities actually incurred by Sublessor to Master Landlord under the Master Lease by reason thereof. Notwithstanding the foregoing or anything to the contrary in this Sublease, Sublessee shall not liable for duplicative fees to both Sublessor and Master Landlord in connection with the foregoing or by reason of any provision of the Master Lease being incorporated by reference herein, provided that Sublessee has paid such fees to either the Master Landlord or the Sublessor, as the case may be.
B. To the extent there are inconsistencies between any provision of the Master Lease and any provision of this Sublease, this Sublease shall control. Sublessee shall be entitled to the rights of Sublessor, as tenant under the Master Lease, insofar as the same relate to the Premises. Sublessor shall promptly forward to Master Landlord any requests or other communications made by Sublessee related to the performance by Master Landlord of any of its obligations under the Master Lease and shall promptly forward to the Sublessee any communication received from the Master Landlord related to the Premises.
C. Notwithstanding anything to the contrary contained in this Sublease or the Master Lease:
(i) for the purposes of incorporation of the Master Lease by reference in this Sublease, except as otherwise fully expressly provided herein, and faithfully except to the extent that they are inapplicable or modified by the terms and provisions of this Sublease (a) references in the Master Lease to the "Premises" or the "Demised Premises" shall be deemed to refer to the Premises, (b) references in the Master Lease to "Landlord" shall be deemed to refer to Sublessor under this Sublease, (c) references in the Master Lease to "Tenant" shall be deemed to refer to Sublessee under this Sublease, (d) references in the Master Lease to "this Lease" shall be deemed to refer to this Sublease, (e) references in the Master Lease to the ‘Term" of the Master Lease shall be deemed to refer to the Term of this Sublease and (f) references in the Master Lease to the "Expiration Date" of the Master Lease shall be deemed to refer to the Expiration Date of this Sublease;
(ii) the Basic Rent and Additional Rent to be paid by Sublessee hereunder shall be governed by the terms and provisions of Articles 3 and 4 of this Sublease;
(iii) to the extent that the corresponding provision in this Sublease is more constricting upon Sublessee, the time limits contained in the Master Lease for the giving of notices, making of demands or performing of any act, condition or covenant on the part of the tenant thereunder, or for the exercise by the tenant thereunder of any right, remedy or option, are changed for the purposes of incorporation herein by reference by shortening the same in each instance by two (2) days, so that in each instance Sublessee shall have two (2) days less time to observe or perform hereunder than Sublessor has as the tenant under the Master Lease (but in no event shall Sublessee have less than one (1) day);
(iv) it is expressly understood and agreed by the parties that, subject to the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. this Sublease, Sublessee covenants and agrees to otherwise fully and faithfully perform abide by the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor that Sublessee shall do or cause be entitled to be done any act which would or might cause all of the Master Lease, or the rights of Sublessor as tenant benefits under the Master Lease as they relate to be endangeredthe Premises; provided, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Subleasehowever, that if there is any conflict between the following parts, provisions and exhibits of the Master Lease are not applicable to this Sublease, and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited are not incorporated herein by the Master Lease then the provisions of the Master Lease shall prevailreference: Sections 1.1-1.4; Sections 1.5(B) and (C); Section 1.6; Article 6; Section 7.1(C); Section 13.10; Section 17.6(B)(3)(b); Articles 24, 28 and 29; Section 32.4(C); Section 32.19; and Exhibit 6.2.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Master Lease. A. All Sublessor hereby warrants that (i) Sublessor is the subtenant under that certain Sublease dated July 3, 1996 (the "Master Sublease") with Xxxxx Xxxxxxxx Associates ("Master Sublessor"), which Master Sublease is subject to all of the terms of that certain Sublease Consent Agreement dated July 3, 1996 among Master Sublessor, Sublessor and the owner of the Building (the "Landlord")(the "Consent" and for all purposes of this Sublease each reference to the Master Sublease shall mean such agreement as supplemented by the Consent), which Master Sublease covers the entire second floor space in the Building, including the Premises; (ii) the Master Sublease is in full force and effect and neither Sublessor nor Master Sublessor (to Sublessor's knowledge) is in default under any provision under the Master Sublease; (iii) a true and complete copy of the Master Sublease (and any amendments thereto) is attached hereto as Exhibit "B"; and (iv) the Premises are not subleased to others. Provided that it is not in default hereunder, Sublessee shall have the peaceful and quiet enjoyment of the Premises without hindrance on the part of Sublessor, and Sublessor will warrant and defend the Sublessee in such peaceful and quiet enjoyment of the Premises against the claims of all persons claiming by, through or under Sublessor. Sublessor shall keep the Master Sublease in full force and effect by making timely payments of rent as required by the Master Sublease and by performing all obligations contained of the lessee under the Master Sublease not specifically assumed by the Sublessee hereunder. Sublessor shall neither do nor permit anything to be done by any party over which Sublessor has control which would cause the Master Sublease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as Sublease and when dueSublessor shall indemnify and hold harmless Sublessee from and against all claims, will perform Sublessor's insurance obligations under the Master Lease, liabilities and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage damages of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance kind whatsoever by reason of any breach or default on the part of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor. Sublessor agrees, upon receipt from Sublessee of written notice from Sublesseeof any default, to make immediate demand upon obligation or duty of the Master Landlord to perform its obligations Sublessor under the Master Lease.Sublease to promptly notify the Master Sublessor of Sublessee's notice and to use its best efforts to cause Master Sublessor to rectify or fulfill any default, obligation or duty as listed in Sublessee's notice. Sublessor's obligations and responsibilities under this paragraph 4 shall not apply with respect to any mortgagee of the Building or any occurrence caused by any act or omission of Sublessee hereunder. Notwithstanding the foregoing, Sublessee's obligations hereunder shall not be excused by reason of any failure or delay of Sublessor, Master Sublessor or the Landlord in performing their obligations under this Sublease, the Master Sublease or the Lease (as defined in the Master Sublease), respectively. The Sublease and each and every provision hereof is and shall remain subject and subordinate to the Master Sublease and the Lease and each and every provision thereof. Except as otherwise specifically provided in this Sublease, the terms, provisions, covenants, rules and regulations, rights, obligations, remedies and agreements of the Master Sublease are incorporated herein by reference with the same force and effect as if they were fully set forth herein except that any reference in the
Appears in 1 contract
Master Lease. A. All 7.1 Sublessor is the obligations contained in lessee of the Premises by virtue of a lease, hereinafter referred to as the “Master Lease”, a copy of which is attached marked Exhibit, dated August 12, 1997 wherein XX Xxxxxx Company is the lessor, hereinafter referred to as the “Master Lessor”.
7.2 This Sublease is and shall be at all times subject and subordinate to the Master Lease conferred Lease.
7.3 The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with to each other under this Sublease shall be the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and term conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by every terms of this Sublease document shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then word “Lessor” is used it shall be deemed to mean the provisions of Sublessor herein and wherever in the Master Lease shall prevailthe word “Lessee” is used ** deemed to mean the Sublessee herein.
B. 7.4 During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this ** Sublessee shall pay does hereby expressly assume and agree to Sublessorperform and comply with, within ten (10) days after demand therefor by Sublessorfor the benefit of Sublessor and Master Lessor, Sublessee's Percentage each and Obligation of any and all sums (except fixed annual rent payable Sublessor under the Master Lease) due pursuant Lease except or the following paragraphs which are excluded therefrom: See paragraph **
7.5 The obligations that Sublessee has assumed under paragraph 7.4 hereof are hereinafter referred to as the “Sublessee’s Assume Obligations”. The obligations that Sublessee has not assumed under paragraph 7.4 hereof are hereinafter referred to as the “Sublessor’s Remain Obligations”.
7.6 Sublessee shall hold Sublessor free and harmless of and from all liability, judgments, costs, damages, claims or demands, include reasonable attorneys fees, arising out of Sublessee’s failure to comply with of perform Sublessee’s Assumed Obligations.
7.7 Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject, however, to any earlier termination of Master Lease without the fault of the Sublessor, and to comply with or perform Sublessor’s Remaining Obligations and to hold Sublessee free and harmless of and from all liability, judgments, costs, damages, claims or demands arising out of Sublessor’s failure to comply with or perform Sublessor’s Remaining Obligations.
7.8 Sublessor represents to Sublessee that the Master Lease is in full force and effect and that no default exists on the part of any party to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Master Lease. A. All This Sublease must follow and is subject to the original lease agreement between the Sublessor and Landlord, a copy of which has been attached and is hereby referred to and incorporated as if it were set out here at length (“Master Lease”). The Sublessee agrees to assume all of the obligations contained and responsibilities of the Sublessor under the Master Lease for the duration of the Sublease. All disclosures and statements required by the state and listed in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall are made part of this Sublease and, when attached, will be borne by Sublessor and considered disclosed to the Sublessee in accordance with state and local laws. XIV. ADDITIONAL TERMS AND CONDITIONS. [ADDITIONAL TERMS & CONDITIONS] Sublessor’s Signature: Date: Print Name: Sublessee’s Signature: Date: Print Name: Landlord’s Consent I, the Sublessor's Percentage and Landlord, hereby give my consent to subletting the Sublessee's Percentage, respectively, except above-described Premises as modified and amended by set out in this Sublease. Landlord’s Signature: Date: Print Name: The New York sublease agreement is a legal contract that allows a tenant (“sublessor”) to rent (“sublease”) rental property to a new tenant (“sublessee”). With the landlord’s permission, and the sublessee makes regular payments to relieve some or all rights and privileges contained of the original tenant’s obligations under their original lease. The sublease agreement does not override the initial lease in any way, the sublease agreement will still require the initial tenant to pay the landlord, but they will be responsible for collecting the rental fee when it is due. If the utilities are still in the Master Lease conferred upon Sublessor (as Tenant therein)original tenant’s name, are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it same will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause have to be done any act which would or might cause to ensure that they are paid in a timely fashion as well. This is an option that some tenants choose when they need to move to another location. Instead of breaking the Master Leaselease and forfeiting the security deposit, or a sublease agreement can be an option that can be used that will not legally break the rights of Sublessor as terms that were agreed upon. Before a tenant under the Master Lease decides to be endangeredgo this route, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there it is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, important to make immediate demand upon Master Landlord to perform its obligations under sure that it is something that the Master Leaseproperty manager allows.
Appears in 1 contract
Samples: Sublease Agreement
Master Lease. A. All (a) Each Individual Property shall at all times be leased directly and exclusively by the obligations contained in Mortgage Borrower to the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved Lessee under the Master Lease as (and when due, will perform Sublessor's insurance obligations not to any other Person under the Master Lease or any replacement Master Lease). Master Lessee shall be permitted to enter into Subleases subject to and in accordance with Section 8.8.2.
(b) The Master Lease shall have an initial term of fifteen (15) years with renewal rights.
(c) The Master Lease shall require Master Lessee to make payments of Master Lease Rent. Pursuant to the Master Lease and the Master Lease Rent Payment Direction Letter all Master Lease Scheduled Rent shall at all times during the term of the Loan be made directly to the Holding Account, and will otherwise fully none of the foregoing payments of Master Lease Rent shall be deemed made until such payment has been deposited into the Holding Account.
(d) The Master Lease shall require the Master Lessee to prepare the expenses and faithfully perform revenue in accordance with Article XI and to submit copies to Mezzanine Lender for its reference, not for its approval.
(e) Neither Mortgage Borrower nor Master Lessee shall terminate the terms and conditions Master Lease or consent to the termination of the Master Lease without the prior written consent of Mezzanine Lender. Except as provided in the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of casualties or condemnations, the Master Lease shall not provide for the release of an Individual Property. The Master Lease may be amended to provide, inter alia, for a release of an Individual Property and the Sublease on its part reduction of Master Lease Rent as provided in Section 2.3.4(v) and (vi).
(f) Except for the Assignment of Leases and the Permitted Encumbrances, neither the Mortgage Borrower nor the Master Lessee shall Transfer or sublease, or allow to be performedTransferred, its interest in the Master Lease or any interest therein without the prior written consent of the Mezzanine Lender. Neither The Mezzanine Borrower shall not permit Mortgage Borrower to permit (except as expressly permitted under the Sublessor nor Sublessee Master Lease) and shall do not consent to (except as expressly required under the Master Lease) any assignment by the Master Lessee of its interest in the Master Lease or cause its rights and interests thereunder except to be done any act which would Master Lessee’s successor by merger or might cause acquisition of all or substantially all of Master Lessee’s assets. Notwithstanding the foregoing, Master Lessee shall pledge to Mortgage Borrower its interest in the “FF&E” as defined in the Master Lease, or subject to the rights of Sublessor as tenant under Assigned Landlord Lien.
(g) Neither the Mortgage Borrower nor the Master Lease Lessee shall, without the prior written consent of Mezzanine Lender which consent, solely with respect to clauses (ii) and (iii) of this Section 5.1.22(g), will not be endangeredunreasonably withheld, cancelled(i) renew (other than pursuant to renewal rights expressly set forth in the Master Lease), terminatedextend, forfeited release any Individual Property from (except in connection with a Property Release, Substitution or surrenderedrelease of an Unimproved Parcel, in compliance with Sections 2.3.4, 2.3.5 and 2.3.9 hereof) terminate, reduce rents (except as expressly authorized pursuant to Section 2.3.4) or other sums payable under, accept a surrender of, or which would shorten the term of, the Master Lease, (ii) appoint any appraiser, (iii) make any determination of Fair Market Rental or might cause Sublessor Fair Market Value (as such terms are defined in the Master Lease), (iv) waive any provisions of the Master Lease, provided that subject to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between clause (i) Mortgage Borrower and Master Lessee shall have the right to waive provisions of the Master Lease and this Sublease which so long as the same would permit Sublessee to do not have the effect of (1) waiving or cause to be done any act which is prohibited by reducing the monetary obligations of Master Lessee under the Master Lease then or (2) either permitting Master Lessee to take an action that Mortgage Borrower or Master Lessee is prohibited from taking under this Agreement or any other Loan Document, or preventing Mortgage Borrower and/or Master Lessee from complying with an obligation on the provisions part of Mortgage Borrower or Master Lessee under this Agreement or any other Loan Document, (v) amend or modify in any respect in a manner adverse to Mezzanine Lender or that would decrease Master Lessee’s obligations or increase Mortgage Borrower’s obligations thereunder, any provision of the Master Lease contained in Article I (leased property, term, etc.), Article III (rent), Article IV (termination and abatement), Article V (Ownership of Leased Property), Section 6.1(b) (Taxes and Other Charges; Contest for Taxes and Other Charges, Legal Requirements and Liens), Article VIII (Alterations; Leasing), Article X (Casualty and Condemnation), Article XI (Accounts and Reserves), Article XII (defaults and remedies), Article XV (Subordination) and related definitions in Article II (definitions) or (vi) materially amend or modify any provision of the Master Lease not listed in clause (v) in a manner adverse to Mezzanine Lender or that would decrease Master Lessee’s obligations or increase Mortgage Borrower’s obligations thereunder, provided that nothing in this Section 5.1.22(g) shall prevailprohibit or restrict Master Lessee from exercising its rights under Section 1.2 of the Master Lease subject to the requirements of Sections 2.3.4 and 2.3.9 hereof.
B. Sublessee (h) The Master Lease shall pay be subject and subordinate to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due Loan pursuant to the Master Lease. Sublessor Lease SNDA.
(i) Mortgage Lender shall not demand such payment prior have the right to the date which is thirty (30) days before the date any such sum shall be due and owing declare a Master Lease Tenant Default under the Master LeaseLease and to exercise the rights and remedies of the Mortgage Borrower, as landlord under the Master Lease (including without limitation, exercising it rights and remedies with respect to the Assigned Landlord Lien), pursuant to the assignment of such rights in the Assignment of Leases.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations (j) The form of the Master Landlord, nor shall such default Lease is attached hereto as Exhibit F. Mezzanine Lender hereby approves of the form of the Master Landlord affect Lease. Notwithstanding the foregoing, or anything else in Mezzanine Loan Documents to the contrary, except as expressly set forth in this Sublease Agreement if any conflict, contradiction or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under inconsistency exists between the Master Lease.Lease and this Agreement, the terms and provisions of this Agreement shall, as among the parties hereto, control and govern
Appears in 1 contract
Samples: Mezzanine Loan and Security Agreement (Station Casinos Inc)
Master Lease. A. All (c) The proposed construction contract for the obligations contained construction work has been reviewed and approved by Landlord with a contractor reasonably approved by Landlord.
(d) Before the commencement of any such construction work and to the extent required for any such project, Tenant shall obtain the approval thereof by all Governmental Agencies having or claiming jurisdiction of or over the applicable Facility, and with any public utility companies having an interest therein. In connection with any such construction work Tenant shall comply with all Legal Requirements and Applicable Laws, of all other Governmental Agencies having or claiming jurisdiction of or over the Leased Property and of all their respective departments, bureaus and offices, and with the requirements and regulations, if any, of such public utilities, of the insurance underwriting board or insurance inspection bureau having or claiming jurisdiction, or any other body exercising similar functions, and of all insurance companies then writing policies covering the Facility or any part thereof.
(e) Tenant represents and warrants to Landlord that all such work will be performed in the Master Lease conferred a good and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor workmanlike manner and Sublessee substantially in accordance with the Sublessor's Percentage plans and specifications therefor approved by Landlord, the Sublessee's Percentageterms, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms provisions and conditions of this Agreement and all governmental requirements.
(f) Landlord shall have the Master Lease right, at Tenant’s expense, to inspect any such work at all times during normal working hours using such inspector(s) as it may deem necessary so long as such inspections do not unreasonably interfere with respect to Tenant’s work (but Landlord shall not thereby assume any responsibility for the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform proper performance of the work in accordance with the terms and conditions of this Agreement, nor any liability arising from the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailimproper performance thereof).
B. Sublessee (g) All such work shall pay be performed free of any liens on Landlord’s fee simple interest and Tenant’s leasehold interest in the Leased Property.
(h) Upon substantial completion of any such work, Tenant shall procure a certificate of occupancy or other final approvals, if applicable, from the appropriate Governmental Agencies and provide copies of same to SublessorLandlord.
(i) Tenant shall, within ten (10) days after demand therefor by Sublessorand hereby agrees to, Sublessee's Percentage of indemnify and save and hold Landlord and its Affiliated Parties harmless from and against and reimburse Landlord for any and all sums loss, damage, cost, liability, fee and expense (except fixed annual rent payable under including, without limitation, reasonable attorney’s fees based upon service rendered at hourly rates) incurred by or asserted against Landlord which is occasioned by or results, directly or indirectly, from any such work conducted upon the Master Lease) due pursuant to Leased Property; whether or not the Master Lease. Sublessor same is caused by, or is the fault of Tenant or any agent, employee, manager, contractor, subcontractor, laborer, supplier, materialman or any other third party; but Tenant shall not demand such payment prior be obligated to the date which is thirty (30) days before the date indemnify Landlord from any such sum shall be due and owing under the Master Leaseloss as aforesaid caused by Landlord’s gross negligence or willful misconduct.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Samples: Master Lease Agreement (Care Investment Trust Inc.)
Master Lease. A. All (a) Subtenant takes possession of the obligations Subleased Premises, and enters into this Sublease, subject and subordinate to all of the terms, covenants, conditions, and restrictions of the Master Lease. Neither Sublandlord nor Subtenant shall by act or omission cause a breach of any of the terms, covenants, conditions, and restrictions contained in the Master Lease. Sublandlord shall not agree to, or take any actions giving rise to, any amendment, modification or termination of the Master Lease, waive any provisions under the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with or make any elections, exercise any right or remedy or give any consent or approval under the Sublessor's Percentage and Master Lease that materially adversely impacts the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained obligations of Subtenant hereunder or Sublandlord’s use of the Subleased Premises without Subtenant’s prior written consent; provided that Sublandlord may, without the consent of the Subtenant, exercise any termination right expressly set forth in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, of the date of this Sublease. Except to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment incorporated by reference in this Sublease, none of the rentals reserved terms, covenants, conditions and restrictions of the Master Lease are incorporated herein to define the agreement as between Sublandlord and Subtenant. With respect to any obligation of Subtenant to be performed under this Sublease, wherever the Master Lease grants to Sublandlord a specified number of days after notice or other time condition to perform its corresponding obligation under the Master Lease as and when due(excluding the payment of Rent), will Subtenant shall have two (2) fewer days to perform Sublessor's insurance the obligation, including without limitation curing any defaults. Any default notice or other notice of any obligations (including any billing or invoice for any Rent or any other expense or charge due under the Master Lease) from Master Landlord which is received by Subtenant (whether directly or as a result of being forwarded by Sublandlord) shall constitute such notice from Sublandlord to Subtenant under this Sublease without the need for any additional notice from Sublandlord.
(b) Sublandlord shall not be deemed to have made any representation made by Master Landlord in the Master Lease. Moreover, except as otherwise provided herein to the contrary, Sublandlord shall not be obligated:
(i) to provide any of the services or utilities that Master Landlord has agreed in the Master Lease to provide;
(ii) to make any of the repairs or restorations that Master Landlord has agreed in the Master Lease to make; or
(iii) to comply with any Laws or requirements of public authorities with which Master Landlord has agreed in the Master Lease to comply; and will otherwise fully and faithfully Sublandlord shall have no liability to Subtenant on account of any failure of Master Landlord to do so, or on account of any failure by Master Landlord to observe or perform any of the terms and terms, covenants or conditions of the Master Lease required to be observed or performed by Master Landlord; provided Sublandlord agrees to use commercially reasonable efforts to enforce Master Landlord’s obligations under the Master Lease on Subtenant’s behalf.
(c) Notwithstanding the foregoing, Sublandlord grants to Subtenant the right to receive all of the services and benefits with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part Subleased Premises that are to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause provided by Master Landlord under the Master Lease.
(d) If (i) Subtenant shall fail to perform any of its obligations hereunder and such failure shall continue beyond any cure period provided for herein, or the rights (ii) Master Landlord shall give any notice of Sublessor as tenant failure or default under the Master Lease arising out of any failure by Subtenant to be endangeredperform any of its obligations hereunder then, cancelledin either case, terminatedSublandlord shall have the right (but not the obligation) to perform or endeavor to perform such obligation, forfeited or surrenderedat Subtenant’s expense, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to SublessorSubtenant shall, within ten (10) days after demand therefor of Sublandlord’s demands from time to time, reimburse Sublandlord for all costs and expenses incurred by SublessorSublandlord in doing so as Rent.
(e) Subtenant shall promptly execute, Sublessee's Percentage acknowledge and deliver to Sublandlord, any certificate or other document evidencing the status of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant Sublease or subordination of this Sublease to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due , that Sublandlord or Master Landlord may reasonably request, in accordance with Sections 17, 19.11 and owing under 19.16 of the Master Lease.
C. Notwithstanding anything to the contrary , which are incorporated herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect by this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; reference (provided, neverthelesshowever, that in the event of any such default or failure of performance by Master Landlordterms “Tenant” and “Buildings” shall be deemed to mean “Subtenant” and the “Subleased Premises”, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Leaserespectively).
Appears in 1 contract
Samples: Sublease (Exelixis Inc)
Master Lease. A. All 5.1 Notwithstanding anything to the obligations contained in contrary herein, the terms of the Master Lease conferred are incorporated herein by reference, and imposed upon Sublessor (shall, as Tenant therein) shall be borne by between Sublessor and Sublessee in accordance with (as if they were the Sublessor's Percentage Master Lessor and the Sublessee's PercentageMaster Tenant, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease and as and when due, will perform Sublessor's insurance obligations if the Premises were the Master Premises under the Master Lease) constitute the terms of this Sublease except to the extent that they do not relate to the Premises. Without limiting the generality of the foregoing and in consideration of the provisions of Sections 1, 2, and will otherwise fully 3 hereof:
5.1.1 Sublessee shall procure all insurance coverage required to be procured by the tenant, and faithfully perform satisfy all Insurance Requirements, under the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Premises and, in addition to the parties required to be named as additional insureds on the policy or policies carried to reflect such coverages, Sublessee covenants shall name Sublessor as an additional insured on such policies.
5.1.2 Sublessee shall comply with all Legal Requirements, pay all Impositions, and agrees otherwise satisfy all other requirements of Sublessor as and to otherwise fully and faithfully perform the terms and conditions extent set forth in the Master Lease.
5.2 All obligations to be performed by Sublessor as Lessee under the Master Lease, to the extent that they relate to the Premises including the applicable provisions of the Master Lease and incorporated herein, shall be performed by Sublessee; provided, that, notwithstanding the Sublease on its part to foregoing, under no circumstances shall Sublessor be performedrelieved from liability, or from any other of Sublessor’s obligations, under the Master Lease. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause perform all other obligations of Tenant under the Master Lease and shall keep the Master Lease, as it pertains to the Premises, in full force and effect. Sublessee's obligations shall run to Sublessor and to Master Lessor. Sublessee shall not do, omit to do, or the rights permit to be done or omitted, any act thing which is, or with notice or lapse of Sublessor as tenant time or both would be, a default under the Master Lease or result in the termination of the Master Lease by the Master Lessor with respect to the Premises.
5.3 Sublessor will cooperate with Sublessee to cause Master Lessor to perform Master Lessor's obligations under the Master Lease with respect to the Premises. Sublessee acknowledges that Sublessor has assumed all of the obligations of Master Lessor as between Sublandlord and Sublessee and agrees to perform the terms, covenants or conditions contained in the Master Lease on the part of the Master Lessor to be endangeredperformed, cancelled, terminated, forfeited whether with respect to the Premises or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penaltyotherwise. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there shall not be entitled to rental abatement under the Sublease in the event of the non-performance by Master Lessor under the Master Lease.
5.4 This Sublease is any conflict between subject and expressly subordinate in all respect to the Master Lease and to all of the terms and provisions of the Master Lease and to the rights of the Master Lessor and Sublessee accepts this Sublease which would permit Sublessee subject to do or cause to be done any act which is prohibited by the Master Lease then each and all of the provisions of the Master Lease, as well as any amendments or supplements to the Master Lease hereafter made between Sublessor and Master Lessor.
5.4.1 If any dispute with respect to the interpretation, construction or operation of any provision of the Master Lease is resolved or settled by Sublessor and Master Lessor by litigation, arbitration or otherwise, such resolution or settlement shall be final and conclusive and binding on Sublessee to the same extent that such resolution or settlement is final, conclusive and binding on Master Lessor and Sublessor.
5.4.2 In the event of a conflict between the provisions of this Sublease and the Master Lease, the Master Lease shall prevailcontrol.
B. 5.5 Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage not interfere in any manner with the exercise of any of the rights, powers, privileges and all sums (except fixed annual rent payable other remedies available to Master Lessor under the Master Lease) due pursuant , and shall cooperate to enable Master Lessor to obtain the Master Lease. Sublessor shall not demand such payment prior to benefit of, including without limitation, the date which is thirty (30) days before transfer of all Required Governmental Approval upon the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations expiration or earlier termination of the Master LandlordSublease to satisfy the Health Care Requirements and other requirements to operate the Facility for the Primary Intended Use, nor shall such default including all certificate of need rights to satisfy all Legal Requirements authorizing and permitting the use of the Master Landlord affect this Sublease Premises as one or waive or defer more of the performance of any of Sublessee' s obligations hereunder; providedFacilities, neverthelessas applicable (collectively, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease"CON").
Appears in 1 contract
Master Lease. A. All the obligations contained in This Sublease is subject and subordinate to the Master Lease conferred and imposed upon Sublessor (as Tenant therein) to the matters to which the Master Lease is or shall be borne by Sublessor and Sublessee in accordance subordinate. Except as may be inconsistent with the Sublessor's Percentage terms and provisions hereof, the Sublessee's Percentageterms and provisions of the Master Lease shall be applicable to this Sublease as they relate to the Subleased Premises, respectively, except as modified and amended by shall be incorporated into this Sublease, and all rights and privileges contained in as if Sublandlord was the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved lessor under the Master Lease as and when due, will perform Sublessor's insurance obligations Subtenant was the lessee under the Master Lease. If the terms of this Sublease conflict with the terms of the Master Lease, then the terms of this Sublease shall control. Sublandlord agrees to use its best efforts not to cause a default under the Master Lease. Notwithstanding anything to the contrary contained in this Sublease, Subtenant shall not be deemed to have assumed any obligations of Sublandlord under the Master Lease for the benefit of Master Landlord, as this Sublease is not a direct lease with Master Landlord, and Master Landlord shall not be a third party beneficiary hereof. Without limiting the foregoing, Sublandlord shall make all payments to Master Landlord under the Master Lease. The Subtenant shall not commit or permit to be committed on the Premises any act which would violate any term or condition of the Master Lease (provided that Subtenant shall not be responsible for any acts or omissions by Sublandlord or its Affiliates). At Subtenant’s request, Sublandlord will otherwise fully exercise the rights and faithfully perform the terms and conditions of remedies Sublandlord has under the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants Premises (including the Subleased Premises), and agrees at law or in equity, so designated by Subtenant in its request, including without limitation, the enforcement of Sublandlord’s remedies against Master Landlord for Master Landlord’s failure to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause under the Master Lease. Such rights and remedies shall be pursued diligently by Sublandlord. Subtenant shall be entitled to a proportionate share of the damages and other sums obtained as the result of the exercise of any such rights or remedies by Sublandlord insofar as they relate to the Subleased Premises. If any such default by Master Landlord is not cured to Subtenant’s reasonable satisfaction, or in addition to the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be remedies contained in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to SublessorSublease, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor Subtenant shall have no duty itself the right to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect terminate this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon furnishing written notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master LeaseSublandlord.
Appears in 1 contract
Master Lease. A. All (a) Except as otherwise expressly provided in Subsection 2(b) below, the obligations contained in the Master Lease conferred covenants, agreements, provisions and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent conditions of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, are made a part of and will incorporated into this Lease as if recited in full in this Lease, except that the following sections of the Master Lease are not incorporated by reference: Articles 1, 2, 3.01, 2nd paragraph of 3.03, 3.05, 2nd paragraph of 4.01(a), 4.05, 5.01, 5.02, 5.03, 5.04, 6, 8, 12, 16 and 21. Except as otherwise fully and faithfully perform expressly modified in this Lease, this Lease is subject to all of the terms and conditions of the Master Lease with respect Lease. As applied to this Lease, the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of word tenant in the Master Lease and will be deemed to refer to Tenant under this Lease. The obligations of the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease (other than the obligation to pay rent under the Master Lease) will be endangereddeemed the obligations of the Tenant under this Lease and the rights of the landlord under the Master Lease will be deemed the rights of the Landlord under this Lease. Tenant hereby assumes and agrees to perform the obligations of Landlord as Tenant under the Master Lease to the extent such terms and conditions are applicable to the Premises subleased pursuant to this Lease. As between the parties to this Lease only, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any the event of a conflict between the provisions terms of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by Lease, the terms of this Lease will control. Notwithstanding the foregoing, Landlord does not assume the obligations of Master Lease then Landlord under the provisions of the Master Lease Lease, but shall prevail.
B. Sublessee shall pay use commercially reasonable efforts in attempting to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon cause Master Landlord to perform its obligations under the Master Lease for the benefit of Tenant.
(b) Tenant shall not commit or permit to be committed on the Premises any act or omission which would violate any term, covenant or condition of the Master Lease. In the event of the termination of Landlord's interest as tenant under the Master Lease due to Tenant's act or omission, then this Lease shall terminate automatically without any liability of Landlord to Tenant. If the Landlord's interest as tenant under the Master Lease is terminated for any reason other than Tenant's act or omission, and if it is not possible for Lease to be assumed by Master Landlord, this Lease shall terminate automatically and Tenant shall have a claim against Landlord for reasonable damages suffered by reason of such termination. Whenever the consent of Master Landlord is required under the Master Lease, (i) the consent of Landlord shall also be required under this Lease and (ii) provided Landlord shall grant its consent, at Tenant's sole cost and expense, Landlord agrees to use its reasonable, good faith efforts to obtain Master Landlord's consent of Tenant.
(c) Tenant recognizes that Landlord is not in a position to render any of the services or to perform any of the obligations required of Master Landlord by the terms of the Master Lease, and Landlord's sole obligation with respect to such performance shall be to use commercially reasonable efforts to obtain Master Landlord's compliance with the Master Lease upon Tenant's written request. Landlord will not be liable to Tenant for any default of the Master Landlord under the Master Lease. Tenant will not have any claim against Landlord based on the Master Landlord's failure or refusal to comply with any of the provisions of the Master Lease unless that failure or refusal is a result of Landlord's act or failure to act. Despite Master Landlord's failure or refusal to comply with any of those provisions of the Master Lease, this Lease will remain in full force and effect and Tenant will pay the Basic Rent (hereinafter defined) and all other charges provided for in this Lease without any abatement, deduction or setoff.
(d) At any time and on prior notice to Tenant and with the written consent of Master Landlord, Landlord may elect to require Tenant to perform its obligations under this Lease directly to Master Landlord, and Tenant shall do so on Landlord's election in which event Tenant shall send to Landlord from time to time copies of all notices and other communications it shall send to and secure from Master Landlord.
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Master Lease. A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage agree that at all times this Sublease is and the Sublessee's Percentage, respectively, except as modified shall be subject and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, subordinate to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penaltyBylaws and Declarations. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between agrees to abide by the provisions of the Master Lease that are specifically incorporated herein and this Sublease which would permit Sublessee Declarations (to do the extent applicable to Sublessee); provided, however, Sublessor agrees that it shall not (x) enter into or cause consent to be done any act which is prohibited by amendment to or modification of the Master Lease then without Sublessee’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed (except that no consent by Sublessee shall be required in connection with an amendment to the amount of the “Base Monthly Rent” under the Master Lease), unless such amendment or modification of the Master Lease would materially adversely affect Sublessee, in which instances, such consent may be withheld in the sole and absolute discretion of Sublessee, or (y) amend or modify the Declarations without Sublessee’s prior consent, which consent may be withheld in the sole and absolute discretion of Sublessee. Sublessee hereby acknowledges that it has received a copy of the Master Lease, the Bylaws and the Declarations and has examined and approved same. Sublessor, at Sublessee’s written request, agrees to use commercially reasonable efforts to enforce (which efforts need not include the threat, commencement, pursuit or prosecution of any legal action) any representations, warranties, covenants and agreements of Master Landlord contained in the provisions of the Master Lease that are specifically incorporated herein, provided that if Master Landlord shall prevail.
B. be in default under the Master Lease, Sublessor shall, on written notice from Sublessee, diligently prosecute such action to require Master Landlord to cure such default. Sublessee agrees to cooperate with Sublessor in the prosecution of any such action. To the extent the enforcement of rights pertains solely to the Subleased Premises, Sublessee shall pay be entitled to Sublessormake all decisions regarding the prosecution of such claim against Master Landlord, including, without limitation, decisions regarding hiring of legal counsel and settlement decisions. To the extent the enforcement of rights pertains solely to the Subleased Premises, Sublessee shall reimburse Sublessor within ten (10) days after following written demand therefor for the full amount of all reasonable and actual out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by SublessorSublessor in attempting to enforce the Master Lease. If a conflict exists between provisions of this Sublease and provisions of the Master Lease that are specifically incorporated herein, Sublessee's Percentage then notwithstanding the foregoing, the provisions of this Sublease (vis-à-vis Sublessee and Lessor) shall prevail. For the avoidance of doubt, mere silence on an issue in this Sublease shall not constitute a conflict. If any and all sums (except fixed annual rent payable act or omission by Sublessee hereunder shall constitute a default under the Master Lease, the time period for Sublessee to cure such default hereunder shall be deemed to be five (5) due pursuant days prior to the time period to cure such default under the Master Lease. If either Sublessor shall not or Sublessee receives any notice or demand such payment prior to from the date which is thirty (30) days before the date any such sum shall be due and owing Master Landlord under the Master Lease.
C. Notwithstanding anything , the recipient shall promptly deliver a copy thereof to the contrary herein containedother party hereto. All defined terms in this Sublease shall have the same meaning as in the Master Lease, except as otherwise noted herein. Sublessor shall have no duty itself not do or permit to perform be done any obligations act or thing which will constitute a breach or violation of any of the terms, covenants, conditions, or provisions of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease Lease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master LeaseDeclarations.
Appears in 1 contract
Master Lease. A. All the obligations contained in 16.1 This Sublease is subject and subordinate to the Master Lease conferred Lease, and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as specifically modified and amended by this Subleasein Paragraphs 1 through 15 above, and all rights and privileges contained in the Master Lease conferred upon Sublessor (Sublessee shall, effective as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved Commencement Date, be bound by and shall perform and observe all of the terms and conditions to be performed and observed by Smitx'x, xx Lessee, under the Master Lease subsequent to the Commencement Date as fully and when dueto the same extent and effect as though Sublessee were the Lessee thereunder in the place and stead of Smitx'x. Xny event resulting in termination of the Master Lease by its terms or otherwise shall also result in termination of this Sublease; provided, will however that if Sublessor has the right to terminate the Master Lease pursuant to any specific Section thereof, (i) Sublessor shall not do so without the prior written consent of Sublessee, which such consent may be granted or withheld in the sole discretion of Sublessee; and (ii) Sublessee shall have the same right to terminate this Sublease by providing to Sublessor notice of Sublessee's election to terminate this Sublease not less than ten (10) days prior to the time Sublessor must provide its notice of election to Master Landlord.
16.2 Nothing contained in this Sublease shall be deemed to impose on Sublessor any of the responsibilities of the Master Landlord under the Master Lease. If the Master Landlord fails to perform Sublessor's insurance any of its obligations under the Master Lease, and will otherwise fully and faithfully perform Smitx'x xxxees to cooperate with Sublessee in enforcing any rights of the tenant under the Master Lease. Each party agrees to give the other party written notice of any default under the Master Lease of which it is aware.
16.3 Sublessee agrees to return the Premises on the termination date to the Master Landlord in the condition required by the terms and conditions of the Master Lease Lease; provided, however, that any condition required to be satisfied under or with respect to the Sublessor's Percentage. Sublessee covenants and agrees Environmental Report referred to otherwise fully and faithfully perform the terms and conditions of in the Master Lease and attributable to the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do periods of ownership or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions occupancy of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited Premises by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to be at the date which is thirty (30) days before the date any such sum shall be due sole cost and owing under the Master Leaseexpense of Sublessor.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Samples: Distribution Center Transfer Agreement (Ralphs Grocery Co /De/)
Master Lease. A. All GELLC acknowledges that the obligations contained in the Master Lease conferred Tribe is a sovereign governmental entity, and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor that sovereign status allows it to enact and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, enforce laws on Coquille tribal land except as modified and amended otherwise contractually bound by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms of this Agreement. CEDCO agrees that any imposition of taxes, costs, fees, expenses, assessments or charges, other than those reasonable charges and conditions of assessments imposed by the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, Tribe or the Tribal Gaming Commission on CEDCO as set forth above, including any act, law, rule or regulation that modifies or adversely affects the Limited Waiver of Sovereign Immunity or affects CEDCO's rights to compel or be the recipient of Sublessor as tenant under an order enforcing the Master Lease binding arbitration, shall constitute a material breach of this Agreement and CEDCO agrees that GELLC shall have the opportunity to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of enforce any and all sums the terms of this Agreement notwithstanding any such changes in tribal law. Such action shall not constitute a material breach if they expressly exempt (except fixed annual rent payable under or "grandfather") business activities conducted on the Master Lease) due pursuant Premises. CEDCO agrees not to modify or waive any provision of Section 29B of the Business Lease dated February 9, 1995, between CEDCO and the Tribe, without the prior written consent of GELLC. Notwithstanding any provision in tribal law, rule or regulation to the Master Lease. Sublessor contrary, CEDCO shall not demand such payment prior to the date which is thirty (30) days before the date be solely responsible for any such sum taxes, cost, fees, expenses, assessments or charges of any kind or nature levied or incurred in violation of this Section. CEDCO and the Tribe shall be due indemnify and owing under hold harmless GELLC from any payments made on such costs, fees, expenses, assessments or charges imposed by the Master Lease.
C. Tribe upon GELLC and CEDCO. Notwithstanding anything herein or any provision in tribal law, rule or regulation to the contrary herein containedwhether presently existing or hereinafter arising, Sublessor GELLC's remedy of binding arbitration and compelling and registering the same via court action shall have no duty itself be an available forum and non-exclusive remedy for GELLC to perform any obligations of the Master Landlordredress its grievances, nor shall such default of the Master Landlord affect this Sublease if any, against CEDCO. GELLC may seek a refund, rebate or waive or defer the performance abatement of any tax levied or assessed on the Premises but only if arrangements for paying such tax prior to it becoming a lien on the Premises, together with all interest and penalties, are made to the written satisfaction of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master LeaseCEDCO.
Appears in 1 contract
Master Lease. A. All the obligations contained in the Master Lease conferred 3.1 The Sublease is and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor at all times subject and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and subordinate to all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect and, notwithstanding anything to the Sublessor's Percentage. Sublessee covenants and contrary contained in the Sublease, Subtenant agrees to otherwise fully and faithfully perform all of the terms and conditions covenants of Tenant contained in the Master Lease and insofar as the same relate to the Sublease on its part Premises, provided that Subtenant shall not be obligated to be performedpay rent, operating expenses or other charges in excess of the amounts specified in the Sublease. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights In case of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then provisions of the Sublease, as between Tenant and Landlord, the provisions of the Master Lease shall prevailprevail unaffected by the Sublease. Subtenant shall not violate any of the terms and conditions of the Master Lease to the extent applicable to the use and occupancy of the Sublease Premises. Any breach of the Master Lease by Tenant or any breach of the Sublease or Master Lease by Subtenant which results in a breach of the Master Lease, in either case, after receipt of any applicable notice and cure periods, shall entitle Landlord to all the rights and remedies provided in the Master Lease.
B. Sublessee 3.2 Subtenant acknowledges and agrees that the term of the Sublease shall automatically terminate upon the termination of the Master Lease for any reason whatsoever, including, without limitation, the termination of the Master Lease prior to the expiration of the term thereof pursuant to a written agreement by and between Landlord and Tenant, or in the event of a default by Tenant that results in termination of the Master Lease (the effective date of any such termination, the “Master Lease Termination Date”). It is hereby acknowledged and agreed by Landlord and Subtenant, that if the Master Lease is terminated for any reason, including as set forth in the immediately preceding sentence, then concurrently with such termination, Landlord and Subtenant shall immediately enter into an amendment to the Direct Lease (“Direct Lease Amendment — Sublease Premises”), to include the Sublease Premises as part of the Premises covered by the Direct Lease effective as of the day immediately following the Master Lease Termination Date. Accordingly, from and after the date of the Master Lease Termination Date and execution and delivery of the Direct Lease Amendment-Sublease Premises, the Sublease and this Consent shall be of no further force or effect and the Direct Lease, as amended, shall thereafter govern Subtenant’s use and occupancy of the Sublease Premises. In such event of termination of the Master Lease, and continuing through the Sublease Expiration Date (December 31, 2015), Subtenant’s lease of the Sublease Premises shall be pursuant to the terms and conditions of the Direct Lease, provided, however, Subtenant shall pay rent for the Sublease Premises at the rental rate under the Sublease from the Master Lease Termination Date through the original Sublease Expiration Date (December 31, 2015).
3.3 Tenant represents and warrants to SublessorLandlord that (a) attached to this Consent as Exhibit A is a true and correct copy of the Master Lease, within ten and there exist no amendments, modifications, or extensions of or to the Master Lease except as specified herein, and the Master Lease is now in full force and effect; and (10b) days after demand therefor to Tenant’s actual knowledge, there exist no defenses or offsets to enforcement of the Master Lease by SublessorLandlord or Tenant. To Tenant’s actual knowledge, Sublessee's Percentage (i) Landlord is not in default in the performance of the Master Lease, (ii) Landlord has not committed any breach thereof, and all sums (except fixed annual rent payable iii) no event has occurred which, with the passage of time, or the giving of notice, or both, would constitute a default or breach by Landlord. Tenant confirms that it has not assigned or transferred its interest under the Master Lease) due Lease or subleased any portion of the Premises except pursuant to the Master LeaseSublease. Sublessor Notwithstanding any provision to the contrary in the Sublease or in any other agreement, Subtenant acknowledges that it shall have no right and there shall not demand such payment prior be vested in Subtenant any right to the date which is thirty (30) days before the date any such sum shall be due and owing exercise rights of first refusal, options, or other similar preferential rights, if any, given to Tenant under the Master Lease.
C. Notwithstanding anything 3.4 Tenant and Subtenant represent and warrant to Landlord that (a) there are no additional payments of rent or consideration of any type payable by Subtenant to Tenant with regard to the contrary herein containedSublease Premises other than as disclosed in the Sublease, Sublessor (b) a true, correct and complete copy of the Sublease is attached hereto as Exhibit B, (c) no amendment to the Sublease shall be effective or enforceable between Tenant and Subtenant unless and until Landlord shall have no duty itself consented to such amendment in writing, which consent shall not be unreasonably withheld, delayed or conditioned, and (d) Landlord is not obligated to make any repairs or perform work of any obligations kind with respect to the Sublease Premises or Subtenant’s occupancy, unless otherwise stated in separate written agreements between Landlord and Subtenant, except the foregoing is not intended to, and does not, waive any obligation of Landlord to Tenant to maintain and repair portions of the Premises as may be required under provisions of the Master Landlord, nor shall such default Lease. Without limiting the generality of the Master Landlord affect this Sublease or waive or defer foregoing, Tenant and Subtenant acknowledge that the performance Building has not undergone an inspection by a certified access specialist and no representations are made with respect to compliance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Leasewith accessibility standards.
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Master Lease. A. All Sublessor is the obligations contained in lessee of the Premises by virtue of a lease, (the “Master Lease”), a copy of which is attached hereto, wherein is the lessor, (“Master Lessor”). This Sublease is and shall at all times be subject and subordinate to the Master Lease conferred Lease. The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then the provisions word “Lessor” is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word “Lessee” is used it shall be deemed to mean the Sublessee herein. During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease (the “Sublessee’s Assumed Obligations”). The obligations that Sublessee has not assumed under this Paragraph 7 are hereinafter referred to as the “Sublessor’s Remaining Obligations”. Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys’ fees, arising out of Sublessee’s failure to comply with or perform Sublessee’s Assumed Obligations. Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject however, to any earlier termination of the Master Lease shall prevail.
B. Sublessee shall pay to without the fault of the Sublessor, within ten (10) days after demand therefor by and to comply with or perform Sublessor’s Remaining Obligations and to hold Sublessee free and harmless from all liability, Sublessee's Percentage judgments, costs, damages, claims or demands arising out of Sublessor’s failure to comply with or perform Sublessor’s Remaining Obligations. Sublessor represents to Sublessee that the Master Lease is in full force and effect and that no default exists on the part of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant party to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Samples: Sublease Agreement
Master Lease. A. All the obligations contained a. Expect as expressly provided in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, Subtenant and this Sublease shall be subject in all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, respects to the extent terms of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease. Except as otherwise expressly provided in this Sublease, and will otherwise fully and faithfully perform the terms covenants, agreements, terms, provisions and conditions of the Master Lease insofar as they are not inconsistent with respect the terms of this Sublease or excluded below, are made a part of and incorporated into this Sublease as if recited herein in full. Any non- liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Master Landlord shall be deemed to inure to the Sublessor's Percentagebenefit of Sublandlord, Master Landlord, and any other person intended to be benefited by said provision. Sublessee covenants As applied to this Sublease, the words “Landlord” and agrees “Tenant” as used in the Master Lease shall be deemed to otherwise fully refer to Sublandlord and faithfully perform Subtenant hereunder, respectively. As between the parties hereto only, in the event of a conflict between the terms and conditions of the Master Lease and the terms of this Sublease, the terms of this Sublease on its part to be performedshall control. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights The terms of Sublessor as tenant under the Master Lease shall be kept confidential by Subtenant, except to be endangeredthe extent that any disclosure thereof by Subtenant is required by law. Notwithstanding any contrary provision hereof, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the following provisions of the Master Lease are not incorporated into this Sublease:
i. Term, Anticipated Base Building Substantial Completion Date, Commencement Date, Expiration Date, Extension Option(s), Rent During Extension Term, Tenant Allowance, Base Rent, Broker and this Sublease which would permit Sublessee to do Broker’s Fee or cause to be done any act which is prohibited by Commission Paid By set forth in the Master Basic Lease then the provisions Information of the Master Lease shall prevail.Lease;
B. Sublessee shall pay to Sublessorii. Sections 2, within ten (10) days after demand therefor by Sublessor3(c)(vi), Sublessee's Percentage 11(a), 13(b), 13(c), 13(f), 16(b), 32(j), 35, 36(f), 39 and 40 of any and all sums (except fixed annual rent payable under the Master Lease;
iii. The second sentence of Section 32(a) due pursuant to of the Master Lease;
iv. Sublessor shall not demand such payment prior The first sentence of Section 33(a) of the Master Lease; provided, however, Subtenant warrants that each of the persons executing this Sublease on behalf of Subtenant is authorized to the date which do so, that Subtenant is thirty (30) days before the date any such sum shall be due a duly authorized and owing under existing corporation, that Subtenant has and is qualified to do business in California and, that Subtenant has full right and authority to enter into this Sublease; and
v. Exhibit B and Exhibit C of the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Samples: Sublease Agreement (PubMatic, Inc.)
Master Lease. A. All (a) Tenant represents that it has read and is familiar with the Master Lease. It is specifically understood and agreed that this Sublease and each and every provision hereof is and shall remain subject to the Master Lease and each and every provision thereof, and that in the event the Master Lease shall terminate for any reason whatsoever, then this Sublease shall simultaneously terminate. Neither party hereto shall acquire any right or cause of action against the other party by reason of any termination of the Master Lease unless such termination resulted from a breach or default thereunder that also was a breach or default under this Sublease.
(b) Except as otherwise specifically provided in this Sublease, Tenant covenants and agrees to comply with all of the terms, covenants, conditions and obligations contained of the Master Lease to be kept and performed on the part of the tenant thereunder insofar as they relate to the Subleased Premises. Tenant shall not commit or permit to be committed any act or omission or allow any condition to exist which shall violate any term or condition of the Master Lease. Tenant shall neither do nor permit anything to be done which would cause the Master Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations Lessor under the Master Lease, and will Tenant shall indemnify and hold Landlord harmless from and against all claims, liabilities and damages of any kind whatsoever by reason of any breach or default on the part of Tenant of Tenant’s obligations pursuant to this clause (b). In all instances where the consent of the “Landlord” is required by the Master Lease, for purposes of this Sublease, consent of both Landlord and Master Lessor shall be required.
(c) To the extent that the Master Lease requires or obligates Master Lessor to maintain, repair, restore or otherwise fully expend any monies for preserving and faithfully perform maintaining all or any portion of the terms Subleased Premises or to furnish services to the Subleased Premises, such obligation shall not pass to Landlord by reason of this Sublease and shall remain with Master Lessor.
(d) Landlord hereby represents and warrants to Tenant that it is not in default under any provision under the Master Lease and that the Master Lease is in full force and effect.
(e) Provided Tenant is not in default hereunder beyond the expiration of any applicable notice or cure period, Landlord shall comply with all of the terms, covenants and conditions of the Master Lease with respect so as to keep the Sublessor's Percentage. Sublessee covenants Master Lease in full force and agrees effect at all times during the term hereof; provided, Landlord shall not be liable for any termination of the Master Lease arising out of the acts or omissions of Tenant.
(f) Landlord agrees, upon receipt from Tenant of written notice of any default of Master Lessor under the Master Lease, to otherwise fully promptly notify Master Lessor of Tenant’s notice and faithfully perform use its reasonable efforts to cause Master Lessor to rectify or fulfill any default as listed in Tenant’s notice; provided, however, that nothing contained in this Sublease shall require Landlord to commence legal action or arbitration proceedings against Master Lessor.
(g) As between the parties hereto only, in the event of a conflict between the terms and conditions of the Master Lease and the terms of this Sublease, the terms of this Sublease on its part shall control only to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause extent they are inconsistent with the terms of the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agreesNotwithstanding anything herein contained, as an express inducement between Landlord and Tenant and for Sublessor executing purposes of this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the following provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessornot be applicable: Sections I.A.2, within ten (10) days after demand therefor by SublessorI.A.4, Sublessee's Percentage of any and all sums I.A.5, I.A.8, I.A.10, I.B.2, I.B.7, III.B, IV, VI, IX, X (except fixed annual rent payable under to the extent that Section 8 of this Sublease references the Master Lease) due pursuant ), XIII.D, XIII.F, XV, XVIII, XXII, XXIV, XXVIII, XXIX, XXX, XXXIV, XXXVIII.N, XLI, XLII of the Original Lease, Exhibit D to the Master Original Lease. Sublessor shall not demand such payment prior to , the date which is thirty (30) days before entire First Amendment and the date any such sum shall be due and owing under the Master Leaseentire Second Amendment other than Section 4 thereof.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Master Lease. A. All the obligations contained in (A) The terms, provisions, covenants, and conditions of the Master Lease conferred are hereby incorporated herein by reference on the following understandings:
(1) With respect to work, services, repair, repainting and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with restoration or the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in performance of other obligations required of the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations Landlord under the Master Lease, and will otherwise fully the obtaining of consents and faithfully perform the terms and conditions of approvals from the Master Lease with Landlord, Landlord's sole obligation shall be to request the same, on request in writing by Subtenant, and to use reasonable good faith efforts to obtain the same from the Master Landlord under the Master Lease. With respect to the Sublessor's Percentage. Sublessee covenants obtaining of consents and agrees to otherwise fully and faithfully perform approvals from the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant Landlord under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, Landlord agrees that if upon request in writing by Subtenant, such consent or approvals will not be unreasonably withheld or delayed.
(2) If there is any a conflict between the provisions of the Master Lease and this Sublease, the provisions of this Sublease which would permit Sublessee to do shall govern . The lack of a particular section or cause subsection in this Sublease shall not be deemed to be done any act a conflict with a term which is prohibited by set forth in the Master Lease then and in such event, the provisions of section or subsection so contained in the Master Lease shall prevailgovern.
B. Sublessee (3) Landlord hereby represents and warrants that the Master Lease is in full force and effect. Furthermore Landlord hereby agrees to hold Subtenant harmless of, from and against any and all liabilities, losses, damages, suits, penalties, claims and demands of every kind or nature (including without limitation, reasonable attorney's fees and expense, of defense by reason thereof) for any default caused or committed by the Landlord under this Master Lease.
(1) Subtenant agrees to hold Landlord and Master Landlord harmless of, from and against any and all liabilities, losses, damages, suits, penalties, claims and demands of every kind or nature (including without limitation, reasonable attorney's fees and expense, of defense by reason thereof) arising from or out of the use or occupancy of the Demised Premises or of any business conducted therein, or from any work or thing whatsoever done or any condition created by the act or omission of Subtenant, its Assignees, employees, Agents, contractors, visitors or licensees, in or about the Demised Premises.
(2) Except as otherwise set forth in this Sublease Agreement, the Subtenant shall faithfully observe and timely perform each and every obligation of Tenant under the Master Lease (Landlord under this Sublease), except that subject to timely performance by Subtenant of Subtenant's obligations, Landlord shall timely pay when due all rents and other sums payable under the Master Lease. In the event the Landlord fails to Sublessorsubmit the rental payment to Master Landlord in a timely fashion, within the Master Landlord shall promptly (but in no event later then ten (10) days after demand therefor by Sublessorfrom the original due date) notify Subtenant of said failure and Subtenant may cure said failure and pursue Landlord for all remedies available herein, Sublessee's Percentage at law or otherwise. In the event Landlord fails to make timely payments of any and all sums (except fixed annual rent payable as required under the Master Lease) due pursuant Lease on two occasions and Subtenant cures both defaults as provided within this subsection, then Subtenant shall be permitted upon written notice to Master Landlord and Landlord, to make all future base rent payments directly to Master Landlord. Neither Landlord nor Subtenant shall violate the Master Lease. Sublessor Landlord shall not demand such payment prior use its best efforts to the date which is thirty (30) days before the date any such sum shall be due and owing under keep the Master LeaseLease in effect during the term of this Sublease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Master Lease. A. All 7.1 Sublessor is the obligations contained in lessee of the Premises by virtue of a lease, hereinafter the “Master Lease,” wherein Xxxxxxxx X. Xxxxxxx and Xxxxxxxxx Xxxxxxx Trust, dated 3/8/05, and Xxxx Xxxxxx are, collectively, the lessor, hereinafter the “Master Lessor.”
7.2 This Sublease is and shall be at all times subject and subordinate to the Master Lease conferred Lease.
7.3 The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to except for those provisions of the Sublessor's PercentageMaster Lease which are directly contradicted by this Sublease in which event the terms of this Sublease document shall control over the Master Lease. Sublessee covenants and agrees to otherwise fully and faithfully perform the All applicable terms and conditions of the Master Lease are incorporated into and made part of this Sublease. For the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Leasepurposes of this Sublease, or the rights of Sublessor as tenant under wherever in the Master Lease the word “Lessor” is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word “Lessee” is used it shall be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor deemed to be in default thereunder or liable mean the Sublessee herein.
7.4 During the term of this Sublease and for any damage, claim or penalty. Sublessee agrees, as an express inducement all periods subsequent for Sublessor executing obligations that have arisen prior to the termination of this Sublease, that if there is any conflict between Sublessee does hereby expressly assume and agree to perform and comply with, for the provisions benefit of the Sublessor and Master Lease Lessor, each and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions every obligation of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything 7.5 The obligations that Sublessee has assumed under Section 7.4 hereof are hereinafter referred to as the contrary herein contained“Sublessee’s Assumed Obligations.”
7.6 Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys’ fees, arising out of Sublessee’s failure to comply with or perform Sublessee’s Assumed Obligations.
7.7 Sublessor shall have no duty itself agrees to perform maintain the Master Lease during the entire term of this Sublease, subject, however, to any obligations earlier termination of the Master Landlord, nor shall such default Lease without the fault of the Sublessor
7.8 Sublessor represents to Sublessee that the Master Landlord affect this Sublease or waive or defer Lease is in full force and effect and that no default exists on the performance part of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, Party to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
7.9 Sublessee shall have the right to assign or sublet the subleased Premises in accordance with the terms and conditions of Section 12 of the Master Lease. Sublessee shall not assign or sublet all or any part of Sublessee’s interest in this Sublease or in the Premises without first complying with the terms and conditions of Section 12 of the Master Lease. Sublessee acknowledges and agrees to the provisions contained in Section 12 of the Master Lease pertaining to assignment and subletting of the Premises.
Appears in 1 contract
Master Lease. A. All the obligations contained This Sublease is and shall remain subject and subordinate in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, respects to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease Lease. Except as may be inconsistent or in conflict with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of this Sublease, all the terms, covenants, restrictions, and conditions in the Master Lease are applicable to this Sublease with the same force and effect as if Sublandlord were the “landlord” under the Master Lease and Subtenant were the Sublease on its part “tenant” under the Master Lease. Subtenant has no right to be performedexercise, and Sublandlord shall have no obligation to exercise, any options, including any rights of first refusal, available to Sublandlord under the Master Lease or any rights of control or termination under the Master Lease. Neither the Sublessor Subtenant will neither do nor Sublessee shall do or cause permit anything to be done any act which would cause the Master Lease to be terminated or might cause forfeited by reason of any right of termination or forfeiture reserved or vested in Sublandlord under the Master Lease.
(a) Sublandlord represents and warrants that Sublandlord has the right to make this Sublease and that Subtenant upon performing all of the obligations as and when due or within applicable notice and cure periods herein provided, shall peacefully have and enjoy the Subleased Premises throughout the Term without hindrance or molestation from Master Landlord, Sublandlord or anyone claiming by, through or under Sublandlord. Sublandlord further warrants that there (a) exist no events of default under the Master Lease, or has no knowledge that an event has occurred that with the rights passage of Sublessor as tenant time would constitute and event of default under the Master Lease (without having a duty to be endangeredinvestigate), cancelledand (b) other than that certain Delivery of Possession Certificate dated January 27, terminated2021 attached hereto as Exhibit “A-1” (the “Lease Commencement Certificate”), forfeited or surrenderedare no other existing agreements between Sublandlord and Master Landlord regarding the Subleased Premises except for the Master Lease. Sublandlord shall (i) maintain the Master Lease in full force and effect during the Sublease Term, or which would or might cause Sublessor and (ii) take commercially reasonable steps in good faith to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, assure that if Master Landlord provides all services and performs all obligations of Master Landlord under the Master Lease.
(b) If there is any a conflict between the provisions terms of the Master Lease and this Sublease, the terms of this Sublease which would permit Sublessee to do or shall control provided such interpretation does not cause to be done any act which is prohibited by a default under the Master Lease then Lease; otherwise the provisions terms of the Master Lease shall prevailcontrol.
B. Sublessee shall pay (c) Sublandlord agrees upon written request by Subtenant to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage take such action on Subtenant’s behalf as is reasonable with respect to the enforcement of any and all sums (except fixed annual rent payable rights of Sublandlord under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that Lease in the event of any such default or failure of performance by Master Landlord under the Master Lease, or to enforce Sublandlord’s rights under the Master Lease; provided, however, Sublandlord shall not be obligated to incur any out-of-pocket costs or to initiate litigation in connection therewith; and further provided that Subtenant first make such written requests to the Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to .
(d) Sublandlord agrees that Sublandlord shall (i) perform its obligations under the Master Agreement (except for those obligations delegated to Subtenant in this Sublease), and (ii) not interfere with Subtenant entering into a direct lease with Master Landlord in the event the Master Lease is terminated as a result of Sublandlord’s failure to comply with the Master Lease.
(e) Sublandlord indemnifies and holds harmless, and will defend and protect, Subtenant from and against any and all Claims, including reasonable attorneys’ fees and other legal expenses, or other liabilities of any kind or of any nature whatsoever, which may at any time be imposed upon, incurred by, or asserted or awarded against Subtenant by reason of any breach or default caused directly by Sublandlord. Subtenant indemnifies and holds harmless, and will defend and protect, Sublandlord from and against any and all Claims, including reasonable attorneys’ fees and other legal expenses, or other liabilities of any kind or of any nature whatsoever, which may at any time be imposed upon, incurred by, or asserted or awarded against Sublandlord by reason of any breach or default which occurs by, through, or under Subtenant. Subtenant represents and acknowledges to Sublandlord that Subtenant has read the Master Lease and is familiar with all the terms, covenants, restrictions, and conditions in the Master Lease.
(f) Any amendment to the Master Lease shall be subject to Subtenant’s prior written approval, which approval shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, any subordination or attornment instrument presented to Subtenant for signature shall contain a non-disturbance provision in which the party holding the superior lien or the purchaser or transferee agrees not to disturb Subtenant’s possession of the Subleased Premises so long as Subtenant is not in default under this Sublease. Upon execution of this Sublease, Sublandlord shall use reasonable efforts to obtain a non-disturbance agreement from Sublandlord and any and all lenders or mortgagees whose loan is secured by either the underlying fee estate or the leasehold interest created by the Sublease.
Appears in 1 contract
Master Lease. A. All 2.1 Sublandlord is the obligations contained in Tenant of the Premises by virtue of an Industrial Lease Agreement dated June 4, 1994, as amended by that certain First Amendment to Lease dated June 12, 1995, (for the period April 1, 1995 through December 31, 2000), hereinafter sometimes referred to as "Master Lease A"; and by virtue of an Industrial Lease Agreement dated March 24, 1999 (for the period January 1, 2001 through December 31, 2005), hereinafter sometimes referred to as "Master Lease B"; hereinafter sometimes referred to collectively as the "Master Lease," wherein The Irvine Corporation, by Assignment from AETNA Life Insurance Co., is the "Landlord", hereinafter referred to as the "Master Landlord." A copy of the Master Lease conferred (comprised of Master Lease A as amended, and imposed upon Sublessor (Master Lease B) is attached hereto as Tenant therein) Attachment I and incorporated herein by this reference. A copy of the aforesaid Assignment is attached hereto as Attachment II and incorporated herein by this reference.
2.2 This Sublease is and shall be borne by Sublessor at all times subject and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and subordinate to all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect Lease. All references herein to the Sublessor's Percentage"Master Lease" for the period from the Sublease Commencement Date through December 31, 2000 shall be deemed references to Master Lease A; and all references herein to the "Master Lease" for the period from January 1, 2001 through the Sublease Termination Date shall be deemed references to Master Lease B.
2.3 For purposes of this Sublease, except as otherwise provided herein, wherever in the Master Lease the word "Landlord" is used it shall be deemed to mean the Sublandlord herein and wherever in the Master Lease the word "Tenant" is used it shall be deemed to mean the Subtenant herein. Sublessee covenants Subtenant hereby assumes and agrees to otherwise fully and faithfully perform the terms and conditions all of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights obligations of Sublessor as tenant "Tenant" under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor the extent said obligations apply to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions Subleased Premises and Subtenant's use of the Master Lease common areas and this Sublease all areas appurtenant thereto (which would permit Sublessee to do obligations shall not include those arising out of or cause to be done any act which is prohibited by the Master Lease then the provisions in connection with Sublandlord's use of the Master Lease Premises prior to the commencement date of this); except that Subtenant shall prevail.
B. Sublessee shall not be required to pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable the Rent or Security Deposit required under the Master Lease) due pursuant , and shall not be required to perform those obligations of "Tenant" under the Master Lease. Sublessor Lease which are directly contradicted by this Sublease, in which event the terms of this Sublease document shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under control over the Master Lease.
C. Notwithstanding anything 2.4 Sublandlord hereby agrees to use all reasonable efforts to cause Landlord under the Master Lease to perform all of the obligations of Landlord thereunder to the contrary herein containedextent said obligations apply to the Subleased Premises and Subtenant's use of the common areas. Subtenant shall not commit or permit to be committed on the Subleased Premises, Sublessor shall have no duty itself to perform common areas or areas appurtenant thereto any obligations act or omission, which violates any, term or condition of the Master LandlordLease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, nor shall such default neither of the parties hereto will, by renegotiation of the Master Landlord affect Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all of the terms of this Sublease and in taking all such on as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2 or elsewhere in this Sublease shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from assigning its interest in this Sublease or waive or defer subletting the performance Premises to any other third party.
2.5 Sublandlord represents to Subtenant that the Master Lease is in full force and effect and that no default exists on the part of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, Party to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Samples: Sublease Agreement (Scios Inc)
Master Lease. A. All This Sublease is made subject to all applicable terms and conditions of the obligations Master Lease, which are incorporated into and made a part of this Sublease as if Sublandlord were Master Landlord and Subtenant were Tenant thereunder. Nothing contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) this Sublease shall be borne construed to (x) create privity of estate or privity of contract between Subtenant and Master Landlord or (y) constitute an undertaking or warranty by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended Sublandlord of performance by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent Landlord of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance its obligations under the Master Lease, and will otherwise fully Sublandlord shall have no duty to pursue any remedies or actions against Master Landlord in connection therewith. Sublandlord acknowledges, however, that Master Landlord and faithfully perform Subtenant have entered into the terms WH-Google Documents and conditions pursuant thereto Master Landlord has agreed to deal directly with Subtenant with respect to certain specified activities and matters such as aIterations, assignment and subletting and casualty and condemnation, and to recognize Subtenant’s rights hereunder under certain circumstances in the event of a termination of the Master Lease with respect to Lease. To the Sublessor's Percentage. Sublessee covenants and extent that Master Landlord agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part permit Subtenant to be performed. Neither the Sublessor nor Sublessee shall do act or cause to be done any act which would or might cause refrain from acting in a manner other than as required by the Master Lease, and Master Landlord has agreed to release Sublandlord from liability as a result of Subtenant being held to a standard that is more favorable to Subtenant than, or otherwise inconsistent with, the rights requirements of Sublessor the Master Lease, Sublandlord agrees that Subtenant’s breach of the Incorporated Provisions (defined below) under such circumstances will not constitute a breach or default hereunder. Notwithstanding the foregoing, any failure by Subtenant to comply (giving effect to any relevant notice and cure periods) with the terms of the Master Lease, as tenant incorporated herein, but as modified by any WH-Google Document, shall constitute an Event of Default under this Sublease. In the event that Sublandlord delivers a notice of default to Subtenant under this Sublease and Subtenant has not cured such default within the cure periods allowed under the Master Lease to be endangered, cancelled, terminated, forfeited (or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease), that Sublandlord shall have the right, but not the obligation, to cure any such default if there such default is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do cured by Sublandlord then Subtenant shall reimburse Sublandlord for amounts spent or cause to be done any act which is prohibited incurred by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to SublessorSublandlord in curing Subtenant’s default, within ten (10) days after notice and demand therefor from Sublandlord to Subtenant, together with interest and a late fee at the interest rate and late fee percentage specified in the Master Lease (the “Sublandlord Reimbursement Amount”). In the event Subtenant fails to pay Sublandlord the Sublandlord Reimbursement Amount as provided above, Sublandlord shall be entitled to draw on the Letter of Credit for such amount and Subtenant shall replenish the Letter of Credit to the applicable Required Amount, as required by SublessorParagraph 7 of this Sublease.
B. Except as otherwise provided herein, Sublessee's Percentage as between Sublandlord and Subtenant, all of any the agreements, covenants, terms, conditions and all sums provisions of the Master Lease (except fixed annual rent payable the “Incorporated Provisions”) are incorporated in this Sublease and are applicable under this Sublease as agreements, covenants, terms, conditions and provisions between Sublandlord and Subtenant; provided, however, that:
(i) the following provisions of the Master Lease are not Incorporated Provisions, to wit: Sections 1.A, (Basic Lease Information), 3.2 (Renewal Option), 4.2 (Base Rent), 4.3 (Rent Adjustment), 4.4 (Additional Rent), 4.7 (Credit Enhancement), 5.1 (Operating Expenses), 5.2 (Payment of Operating Expenses), 5.3 (Proration), 6.2(c) (no termination of Ground Lease), last sentence of 8.1, 8.4 (Special Services), 15.5 (Short-term Subletting), 16.1(b)(ii), 16.1(i) (cross-default), 17.5 (Subordination to Landlord Mortgages), 18.2 (Sale of Property), 18.3 (No Personal Liabilities), 22 (Financial Statements), 26 (Notices), 30 (Brokers) and 32.8 (Relocation) of the Master Lease and Exhibits B and C to the Master Lease; and
(ii) due for avoidance of doubt, the provisions of the Master Lease (other then those identified in clause (i) above are Incorporated Provisions; and
(iii) as incorporated herein and applicable hereunder, the Incorporated Provisions are deemed changed as follows: (x) unless otherwise provided herein, references in the Incorporated Provisions to: (1) ”Lease” are deemed changed to refer to this “Sublease”, (2) ”Landlord” and “Landlord’s” are deemed changed to refer to “Sublandlord” and “Sublandlord’s”, respectively, (3) ”Tenant” and Tenant’s” are deemed changed to refer to “Subtenant” and “Subtenant’s”, respectively, (4) ”Premises” are deemed changed to refer to “Sublease Premises”, (5) ”Commencement Date” are deemed changed to refer to “Sublease Commencement Date” of the first Sublease Premises Portion to be delivered by Sublandlord or to a particular Sublease Premises Portion, as applicable, (6) ”Expiration Date” are deemed changed to refer to “Sublease Expiration Date”, (7) ”Rent” are deemed changed to refer to “Sublease Rent”, (8) ”Base Rent” are deemed changed to refer to “Sublease Base Rent”, (9) ”Additional Rent” are deemed changed to refer to “Sublease Additional Rent”, (10) ”Term” are deemed changed to refer to “Sublease Term”, and (11) ”Tenants Share” are deemed changed to “Subtenant’s Share” and (y) the phrases in the Incorporated Provisions (1) ”Landlord’s consent”, “Landlord’s approval”, and phrases of similar import (including “consent of Landlord” and “approval of Landlord”), are deemed changed to refer to “(A) Landlord’s consent pursuant to the Master Lease. Sublessor shall not demand such payment prior Lease and (B) Sublandlord’s consent pursuant to this Sublease”, (2) ”notify Landlord” or “notice to Landlord” and phrases of similar import are deemed changed to refer to “notify the Master Landlord and the Sublandlord” and “notice to the date which Master Landlord and the Sublandlord” and the like, and (3) ”indemnify Landlord” or “hold Landlord harmless” and phrases of similar import are deemed changed to refer to “indemnify the Master Landlord and the Sublandlord” and “hold the Master Landlord and the Sublandlord harmless” and the like;
(iv) as incorporated herein and applicable hereunder, the Incorporated Provisions are deemed changed as follows:
(a) Exhibit B shall be replaced in full by Exhibit D hereto.
(b) Except to the extent the Master Landlord has agreed in any VVH-Google Document (and has not revoked or repudiated such agreement) to specifically increase any period of time for giving notice (including the increased period of time for giving notice of default pursuant to Section 1.18 of the Second Amendment) or to provide notices directly to, and accept notices directly from, Subtenant, any period in the Incorporated Provisions for giving notice or making demand are deemed changed by adding 5 days if the notice is thirty to be given by Subtenant and subtracting 5 days if the notice is to be given by Sublandlord, provided that if the applicable notice period is less than 10 days, the applicable 5 days in this clause shall instead be one half (301/2) of the applicable notice period.
(c) Except to the extent the Master Landlord has agreed in any WH-Google Document (and has not revoked or repudiated such agreement) to specifically increase any period of time for performing or allowing time to perform (including the increased period of time allowed to cure a default pursuant to Section 1.18 of the Second Amendment) or to accept the performance of Subtenant in lieu of the performance of Sublandlord, any period in the Incorporated Provisions for performing or allowing time to perform are deemed changed by subtracting 5 days if the time is allowed to Subtenant and adding 5 days if the time is allowed to Sublandlord, provided that if the applicable time allowed is less than 10 days, the applicable 5 days in this clause shall instead be one half (1/2) of the applicable time allowed. Without limiting the generality of the foregoing, for purposes of incorporating Section 161(c), the period of one hundred twenty (120) days before set forth therein shall be deemed ninety (90) days and Subtenant shall notify Sublandlord from time to time of the status of Subtenant’s cure efforts pursuant to such Section 16.1(c).
(d) Section 4.3 shall be replaced in its entirety by: “Commencing on the Initial Adjustment Date, and on every anniversary of the Initial Adjustment Date thereafter (each, an “Adjustment Date”), the Sublease Base Rent shall be increased as stated on Exhibit D.”
(e) For purposes of incorporating Section 2.3 of the Master Lease (“Parking”) herein, Sublandlord and Subtenant acknowledge that until such time as Subtenant occupies all of the Sublease Premises, the parking areas serving the Property shall be used both by Subtenant and by Sublandlord, and Sublandlord and Subtenant agree to mutually cooperate in good faith in the shared usage of such parking areas.
(f) For purposes of incorporating Section 7.1 (Permitted Use) of the Master Lease herein, (1) the phrase “the uses specified and permitted in Article 1” shall be deleted and replaced with the phrase “general office, research and development and other legal uses ancillary thereto” and (2) from and after the Sublease Rent Commencement Date immediately following the Actual Delivery Date for that Sublease Premises Portion which when added to the rentable square footage of those Sublease Premises Portions for which the Actual Delivery Date has previously occurred, shall cause the aggregate rentable square footage of the Sublease Premises for which the Actual Delivery Date has occurred to constitute 100% of the Sublease Premises (the “Total Occupancy Date”), references to “Landlord” shall be deemed replaced with “Master Landlord”.
(g) For purposes of incorporating Section 7.2 (Prohibited Uses) of the Master Lease herein, from and after the Total Occupancy Date, references to “Landlord” shall be deemed replaced with “Master Landlord”.
(h) The first sentence of Section 8.1 (Landlord’s Obligations) shall apply only after the Total Occupancy Date.
(i) In Section 8.2, Subtenant’s obligation to repair and maintain the Building Systems and Structural Components in any Building shall become effective only on the Sublease Rent Commencement Date immediately following Sublandlord’s delivery to Subtenant of all the rentable area in such Building; provided, however, that Subtenant shall be obligated to repair and maintain the cafe located in the Building 40, Floor 1 Premises from and after the Actual Delivery Date of the Building 40, Floor 1 Premises. Subtenant shall repair and maintain the Common Areas from and after the date on which the Sublease Rent Commencement Date occurs for that Sublease Premises Portion which, when added to the rentable square footage of those Sublease Premises Portions for which the Sublease Rent Commencement Date has previously occurred, shall cause the aggregate rentable square footage of the Sublease Premises Portions for which the Sublease Rent Commencement Date has occurred to exceed 400,000 rentable square feet (the “Substantial Occupancy Date”). From and after the Substantial Occupancy Date until such time as the Sublease Rent Commencement Dates shall have occurred for the remainder of the Sublease Premises, Sublandlord shall pay to Subtenant (x) Sublandlord’s proportionate share, based on the total rentable area of the Sublease Premises for which the Sublease Rent Commencement Date has yet to occur, of costs relating to Subtenant’s repair and maintenance of the Common Areas, and (y) any such sum Operating Expenses incurred by Subtenant that are attributable or allocable to any rentable area of the Sublease Premises for which the Sublease Rent Commencement Date has not yet occurred.
(j) Clause (a) of the penultimate sentence of Section 8.2 shall be due read as follows: “
(a) at Subtenant’s cost and owing expense (except for capital improvements which are funded by Master Landlord and passed through to Sublandlord under the Master LeaseLease and then to Subtenant under this Sublease)”.
C. Notwithstanding anything to (k) For purposes of incorporating Section 8.3, Subtenant shall be solely responsible for security of all Sublease Premises Portions fully occupied by Subtenant.
(l) The phrase “Except as may be expressly set forth in this Sublease” shall be added at the contrary herein contained, Sublessor shall have no duty itself to perform any obligations beginning of Section 9 and again at the beginning of the Master Landlordfourth (4th), nor shall such default fifth (5th), sixth (6th) and seventh (7th) sentences of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master LeaseSection 9.
Appears in 1 contract
Samples: Sublease Agreement (Google Inc.)
Master Lease. A. All (a) Sublessor is the obligations contained in lessee of the Premises by virtue of a lease, (the “Master Lease”), a copy of which is attached hereto, wherein MCSSM LLC is the lessor, (“Master Lessor”).
(b) This Sublease is and shall at all times be subject and subordinate to the Master Lease conferred Lease.
(c) The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then the provisions word “Lessor” is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word “Lessee” is used it shall be deemed to mean the Sublessee herein.
(d) During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease (the “Sublessee’s Assumed Obligations”). The obligations that Sublessee has not assumed under this Paragraph 7 are hereinafter referred to as the “Sublessor’s Remaining Obligations”.
(e) Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys’ fees, arising out of Sublessee’s failure to comply with or perform Sublessee’s Assumed Obligations.
(f) Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject however, to any earlier termination of the Master Lease shall prevailwithout the fault of the Sublessor, and to comply with or perform Sublessor’s Remaining Obligations and to hold Sublessee free and harmless from all liability, judgments, costs, damages, claims or demands arising out of Sublessor’s failure to comply with or perform Sublessor’s Remaining Obligations.
B. (g) Sublessor represents to Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage that the Master Lease is in full force and effect and that no default exists on the part of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant party to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Master Lease. A. All 7.1 Sublessor is the obligations contained in lessee of the Premises by virtue of a lease, hereinafter the "Master Lease", a copy of which is attached hereto marked Exhibit 1, wherein OTR, an Ohio general partnership (as succcessor to WESTBOROUGH EXECUTIVE PARK LLC) is the lessor, hereinafter the "Master Lessor".
7.2 This Sublease is and shall be at all times subject and subordinate to the Master Lease conferred Lease.
7.3 The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease document shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then the provisions word "Lessor" is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word "Lessee" is used it shall be deemed to mean the Sublessee herein. Notwithstanding anything to the contrary contained in this Sublease, Section 4 of the Master Lease shall prevail.
B. be excluded from this Sublease, the parties acknowledging that Sublessee shall not be required to pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing Operating Expenses under the Master Lease.
C. Notwithstanding anything to 7.4 During the contrary herein containedterm of this Sublease and for all periods subsequent for obligations which have arisen during the term of this Sublease, Sublessor shall have no duty itself Sublessee does hereby expressly assume and agree to perform any obligations and comply with, for the benefit of the Sublessor and Master LandlordLessor, nor shall such default each and every obligation of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
7.5 The obligations that Sublessee has assumed under paragraph 7.4 hereof are hereinafter referred to as the "Sublessee's Assumed Obligations". The obligations that Sublessee has not assumed under paragraph 7.4 hereof are hereinafter referred to as the "Sublessor's Remaining Obligations".
7.6 Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys' fees, arising out of Sublessee's failure to comply with or perform Sublessee's Assumed Obligations.
7.7 Sublessor represents to Sublessee that the Master Lease is in full force and effect and that no default exists on the part of any Party to the Master Lease, and that the Master Lease has not been amended in any way except as shown on Exhibit 1. Sublessor represents that the current term of the Lease will expire on February 28, 2002.
Appears in 1 contract
Samples: Sublease Agreement (Verisity LTD)
Master Lease. A. All the obligations contained in A redacted copy of the Master Lease conferred is attached hereto as Exhibit C and imposed upon Sublessor (as Tenant therein) by this reference made a part hereof. Subtenant and this Sublease shall be borne by Sublessor and Sublessee subject in accordance with all respects to the Sublessor's Percentage terms of, and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when dueLandlord under, will perform Sublessor's insurance obligations under the Master Lease. Except as otherwise expressly provided in Sections 7 and 8 hereof, and will otherwise fully and faithfully perform the terms covenants, agreements, terms, provisions and conditions of the Master Lease with respect insofar as they relate to the Sublessor's Percentage. Sublessee covenants Subleased Premises and agrees to otherwise fully and faithfully perform insofar as they are not inconsistent with the terms of this Sublease are made a part of and conditions incorporated into this Sublease as if recited herein in full, and the rights and obligations of the Landlord, as lessor, and Sublandlord, as lessee, under the Master Lease shall be deemed the rights and obligations of Sublandlord and Subtenant respectively hereunder and shall be binding upon and inure to the benefit of Sublandlord and Subtenant respectively. Accordingly, as applied to this Sublease, (i) the term "Lessor," as used in the Master Lease, shall be deemed to refer to Sublandlord hereunder, and the term "Lessor Related Parties," as used in the Master Lease, shall be deemed to refer to Sublandlord, Sublandlord's affiliates, and the members, principals, beneficiaries, partners, trustees, shareholders, directors, officers, employees, mortgagees, investment managers, attorneys and agents of Sublandlord and Sublandlord's affiliates, and the successors and assigns of such parties ("Sublandlord Related Parties"), (ii) the term "Lessee," as used in the Master Lease, shall be deemed to refer to Subtenant hereunder, and the term "Lessee Related Parties," as used in the Master Lease, shall be deemed to refer to Subtenant, its affiliates, agents, contractors, subcontractors, employees, invitees, subtenants, transferees and any other person claiming by, through or under Subtenant ("Subtenant Related Parties"), (iii) the term "Premises," as used in the Master Lease, shall be deemed to refer to the Subleased Premises hereunder, and (iv) the term "Lease," as used in the Master Lease, shall be deemed to refer to this Sublease. As between the parties hereto only, in the event of a conflict between the terms of the Master Lease and the terms of this Sublease, the terms of this Sublease on its part shall control. Subtenant covenants and warrants that it fully understands and agrees to be performedsubject to and bound by all of the covenants, agreements, terms, provisions and conditions of the Master Lease, except as modified herein. Neither the Sublessor nor Sublessee shall Furthermore, Subtenant further covenants not to take any action or do or cause perform any act or fail to be done perform any act which would result in the failure or might cause breach of any of the Master Leasecovenants, agreements, terms, provisions or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions conditions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by on the Master Lease then the provisions part of the Master Lease shall prevaillessee thereunder.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Master Lease. A. All This Sublease must follow and is subject to the original lease agreement between the Sublessor and Landlord, a copy of which has been attached and is hereby referred to and incorporated as if it were set out here at length (“Master Lease”). The Sublessee agrees to assume all of the obligations contained and responsibilities of the Sublessor under the Master Lease for the duration of the Sublease. All disclosures and statements required by the state and listed in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall are made part of this Sublease and, when attached, will be borne by Sublessor and considered disclosed to the Sublessee in accordance with state and local laws. XIV. ADDITIONAL TERMS AND CONDITIONS. [ADDITIONAL TERMS & CONDITIONS] Sublessor’s Signature: Date: Print Name: Sublessee’s Signature: Date: Print Name: Landlord’s Consent I, the Sublessor's Percentage and Landlord, hereby give my consent to subletting the Sublessee's Percentage, respectively, except above-described Premises as modified and amended by set out in this Sublease. Landlord’s Signature: Date: Print Name: Post navigation A sublease agreement is a binding document formed between the existing tenant (lessee) to a property and a new subtenant (sublessee). The form establishes the rules and expectations that the subtenant is required to follow.The form is often used when a tenant, who has a considerable length of time left on their lease, wishes to leave the property and live somewhere else for the remainder of the lease. Even after the sublease is signed, the original lease agreement signed with the landlord remains in effect. Furthermore, the landlord will still expect regular rent payments from the original tenant.What does this mean? If the sublessee stops paying rent for whatever reason, the original tenant will have to come up with the payment on their own.Overview:Used for setting rules and conditions that a new tenant is required to xxxxxx.Xx a form designed for tenants (not to be used by landlords).The original tenant is still liable for paying rent, taking good care of the rental, etc.Requesting more rent from a sublessee than what the original lease states is often xxxxxxx.Xxx to SubleaseThe following is a guide for entering into a sublease as the sublessor (tenant that originally rented the property):Step 1 – Determine if Subleasing is PermittedThe first step a tenant should take in the subleasing process is to examine the lease agreement that was signed with the landlord. More often than not, there will be an entire section dedicated to subleasing.If the agreement permits subleasing (or doesn’t reference it):If it says something along the lines of “subleasing requires landlord approval,” all the tenant has to do is inform the landlord that they will be subleasing and provide them with information on the new sublessee – in the majority of cases, they will receive permission to introduce the new tenant. In the case it doesn’t contain a section regarding subleasing, the tenant will most likely be permitted to sublease after contacting the landlord, as the majority of state’s laws permit subleasing even if it is not included in the lease.If the agreement does NOT permit subleasing:On the other hand, if the lease strictly prohibits subleasing, the tenant may be out of luck. However, reaching out to the landlord and explaining the situation can result in them allowing it. Before reaching out to the landlord, understanding how they see subleasing is important:When a landlord looks for a tenant, they go through significant amounts of screening; rental applications, interviews, background checks, and references are all rights used to determine if an applicant is worthy of renting a unit. When a tenant wants to introduce their own tenant, how can the landlord know the new tenant will follow all of the property’s rules? In the majority of cases, they can’t. That is why some landlords decide to ban it outright.However, if a tenant contacts their landlord and privileges contained in states they will 1) follow due-diligence when looking for a sublessee, 2) send the Master Lease conferred upon Sublessor landlord a draft of the sublease (as Tenant thereinfor confirmation that it includes all necessary conditions), and 3) confirm they understand they are hereby conferred still liable for paying the rent and imposed upon Sublessee, any damage to the extent property, the landlord may permit subleasing to occur.Step 2 – Find a TenantAssuming the tenant received permission to sublease, they can now begin their search. Because the “wrong” sublessee can cause significant amounts of Sublessee's Percentagetrouble for a tenant – care and caution should be taken throughout the entire process.Oftentimes, the easiest sublessees to find are those that the tenant personally knows. Sublessor covenants So long the tenant trusts them, entering into an agreement with a friend or relative can make for a quick and agrees it will make payment painless process.The best methods for finding a suitable subtenant include:1. Online postingsOne of the rentals reserved under most common places to look for subtenants is Craigslist. While the Master Lease as and when duesite can be promising, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailit’s undoubtedly a xxxxxx.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Samples: Sublease Agreement
Master Lease. A. All This Sublease must follow and is subject to the original lease agreement between the Sublessor and Landlord, a copy of which has been attached and is hereby referred to and incorporated as if it were set out here at length (“Master Lease”). The Sublessee agrees to assume all of the obligations contained and responsibilities of the Sublessor under the Master Lease for the duration of the Sublease. All disclosures and statements required by the state and listed in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall are made part of this Sublease and, when attached, will be borne by Sublessor and considered disclosed to the Sublessee in accordance with state and local laws. XIV. ADDITIONAL TERMS AND CONDITIONS. [ADDITIONAL TERMS & CONDITIONS] Sublessor’s Signature: Date: Print Name: Sublessee’s Signature: Date: Print Name: Landlord’s Consent I, the Sublessor's Percentage Landlord, hereby give my consent to subletting the above-described Premises as set out in this Sublease. Landlord’s Signature: Date: Print Name: Note: Your initial answers are saved automatically when you preview your document.This screen can be used to save additional copies of your answers. Check to hide this tip in the future. This is a Residential Sublease agreement which may be used to create residential tenancies on a periodic or fixed term basis. The sublease will take the form on an assured shorthold tenancy. Assured shorthold tenancies are often favoured by as they allow landlords or sub-landlords to evict tenants without a reason provided they give the correct notice. The document can be adapted to take account of numerous issues including guarantors, company guarantors, break clauses, deed requirements and property inspections. Once completed the document will provide both Sub-Tenants and Sub-Landlords with an agreement that clearly sets out the responsibilities and obligations of both parties to the lease. The document clearly states how the sublease operates in relation to the tenancy agreement that already exists between the Sub-Landlord and the Sublessee's Percentageoriginal landlord of the property that will be subleased. Please note that in order to use this document it is necessary that the party who will be the Sub-Landlord has received the permission of their Landlord to sublease the property. The ability to sublet will normally be set out in the tenancy agreement between the parties. Please also note that the Sub-Landlord should not be resident in the property with the Sub-Tenant to use this document. Where the Sub-Landlord does intend be resident in the property and rent out a room, respectivelythey should use the document titled 'Lodger Agreement'. This document can only be used for properties which will be sublet in England and Wales. For the equivalent document for properties in Scotland, except as modified please use document titled 'Sub-Lease Agreement (Scotland)'. How this document is to be used This document should be provided to the landlord, guarantor and amended by this Subleaseevery Sub-Tenant and Sub-Landlord. Then, once every party has had an opportunity to consider its contents carefully, and to have raised any queries, each should confirm that they understand the document and are willing to agree to it, by signing and dating the document. Every signature should also be witnessed by an independent person who is not a party to the agreement. Each party should then be provided with a signed copy of the agreement. Please note that if the document is to include an inventory and record of condition then will be attached to the completed document and should be completed prior to signing. Please note that where the sublease is for a fixed period of time, it will immediately become a statutory periodic tenancy if the correct notice to end the agreement is not provided by either the Sub-Tenant or the Sub-Landlord. Applicable law Assured Shorthold Tenancies are created and regulated by the Housing Act 1988 as amended. In particular, careful attention should be paid to those provisions regarding security of tenure and the lawful grounds for possession. Part II of the Law of Property Act 1925 also sets out the requirements regarding agreements to be executed by deed. It should also be noted that s.11 of the Landlord and Tenant Act 1985 also implies certain terms regarding standard of repair into this lease agreement. Help from a lawyer You can choose to consult a lawyer if you need help. The lawyer can answer your questions or help you through the process. You will be offered this option when you complete the document. How to modify the template You fill out a form. The document is created before your eyes as you respond to the questions. At the end, you receive it in Word and PDF formats. You can modify it and reuse it. Post navigation Note: Your initial answers are saved automatically when you preview your document.This screen can be used to save additional copies of your answers. Check to hide this tip in the future. Note: Your initial answers are saved automatically when you preview your document.This screen can be used to save additional copies of your answers. Check to hide this tip in the future. A Sublease Agreement is a legally-binding document that is necessary when a tenant renting a property opts to sub-let it to another tenant. Residential Sublet/Sublease Agreement The reasons a tenant may look to rent out a property he or she is already renting from someone else are many. It could be, for instance, that they have to move to a different city for a good length of time and don’t want to give up the tenancy as they intend to return at some point. That’s because they may only be leaving for a specific six-month contract etc. Another reason for subletting to a subtenant could be because they have lost their job and can’t afford to pay the monthly rental in the meantime without the help of another tenant moving in. Thirdly, the reason for their move could be because they need to be a live-in carer for a sick relative or friend for some time. In other words, there are many reasons why a tenant may need a sublease agreement drawn up – and some of those can mean the need to find a subtenant can prove very urgent. In order for a sublet to be legal, the landlord should always be informed and his or her permission sought as a priority. In fact, it’s better to get prior written consent from the landlord to go ahead. Certainly, it’s necessary should any dispute arise in the future but just good practice, in general, to have all the bases covered. What is a Residential Sublet Agreement? A sublet agreement is similar to a tenancy agreement ie it outlines the rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment responsibilities of the rentals reserved under sublandlord together with the Master Lease conditions of the lease etc. But, instead of the landlord being directly involved, the sublet rental agreement is between the original tenant (who then becomes a sublandlord) and the new subtenant. Once signed by both parties (the tenant and subtenant) the sublease contract becomes a legally binding contract. What this means is that the original tenant now has two agreements – one with his or her landlord and the second with the subtenant. The sublandlord is responsible for ensuring the subtenant upholds their side of the rental agreement ie pays rent on time, causes no damage etc. At the same time, he or she must also, of course, uphold their end of the leasing arrangement with the original landlord. Who should use a Residential Sublet Agreement? A Residential Sublet Agreement is a legal document used when a tenant wants to sublet their rental property to another individual, known as the subtenant. This agreement is typically used in situations where the original tenant, who is named as the sublessor or head-tenant, temporarily leaves the premises and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform wishes to rent it out to someone else during their absence. The Residential Sublet Agreement outlines the terms and conditions under which the subtenant will occupy the property. The Residential Sublet Agreement is primarily used by tenants who are looking to sublet their rental property. Here are a few scenarios where a Residential Sublet Agreement may be applicable: Temporary Relocation: A tenant may need to leave their rental property temporarily due to personal or professional reasons such as extended travel, job assignments in another location, or educational programs. Instead of terminating the lease and incurring additional costs, the tenant may choose to sublet the property for the duration of their absence. This allows them to maintain their tenancy while offsetting some or all of the Master Lease with respect rental costs. Financial Constraints: In situations where a tenant is facing financial difficulties and finds it challenging to meet their rental obligations, they may opt to sublet the Sublessor's Percentageproperty to another individual. Sublessee covenants and agrees By subletting, the tenant can secure a subtenant who will contribute towards the rent, helping to otherwise fully and faithfully perform alleviate the terms and conditions financial burden. Co-tenancy Arrangements: In shared rental situations where multiple tenants are listed on the lease agreement, a Residential Sublet Agreement can be used when one of the Master Lease and tenants intends to sublet their portion of the Sublease on its part premises to be performedsomeone else. Neither This can occur when one tenant wants to move out before the Sublessor nor Sublessee shall do or cause lease term ends, but the remaining tenants wish to be done any act which continue living in the property. The subletting tenant would or might cause enter into a sublet agreement with the Master Leasesubtenant, or clarifying the rights and responsibilities of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailall parties involved.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Samples: Sublease Agreement
Master Lease. A. All a. Sublease is Subordinate to Master Lease. This Sublease is subject and subordinate to the obligations contained in Master Lease. Sublessee shall not commit or permit to be committed on the Sublease Premises any act or omission which shall violate any terms or condition of the Master Lease. If the Master Lease conferred and imposed upon terminates, this Sublease shall terminate. Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the have no liability to Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in if the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent terminates without fault of Sublessee's PercentageSublessor. Sublessor covenants hereby represents and agrees it will make payment warrants to Sublessee that (i) Sublessor knows of no claims or defenses or circumstances which, with the rentals reserved under the passage of time, would lead to claims or defenses by Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Lessor against Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing Lease; (ii) this Sublease, that if there is consented to by Master Lessor as provided for herein, does not violate any conflict between the provisions provision of the Master Lease Lease, and (iii) no provision of this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions in violation of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage terms of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor hereby covenants and agrees that, without the prior written consent of Sublessee, which consent shall not demand such payment prior to the date which is thirty be unreasonably withheld or delayed, Sublessor shall not (30i) days before the date any such sum shall be due and owing under terminate the Master Lease.
C. Notwithstanding anything to , (ii) amend or otherwise modify the contrary herein contained, Sublessor shall have no duty itself to perform any obligations terms of the Master LandlordLease, nor shall unless such default modification would apply only to a matter that would take effect only after the Expiration Date (or earlier termination of this Sublease), or (iii) willfully breach the terms of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Lease. Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord hereby agrees to perform its obligations as tenant under the Master LeaseLease if and to the extent those obligations are not assumed by Sublessee pursuant to the terms of this Sublease.
Appears in 1 contract
Master Lease. A. All (a) This Lease is subject and subordinate to the obligations contained in Lease Agreement, dated , 2012 (the “Master Lease”), by and between Landlord, as tenant, and County of Xxxxx, a political subdivision of the State of Nevada (“County”), as landlord (the “Master Landlord”), and to any renewal, amendment or modification thereof, and to any mortgage or other encumbrance to which the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Subleaseis subject or subordinate, and to all rights renewals, modifications, consolidations, replacements and privileges contained in extensions thereof. A copy of the Master Lease conferred upon Sublessor (is or will be attached as Exhibit “G” to this Lease. Except as specifically modified in this Lease, during the Lease Term Tenant therein), are hereby conferred shall be bound by and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment shall observe all of the rentals reserved terms and conditions to be observed by Landlord under the Master Lease as fully and when dueto the same extent and effect as though Tenant were the lessee thereunder in the place and stead of Landlord. The Master Lease has a term of fifty (50) years. Any event resulting in termination of the Master Lease by its terms or otherwise shall also automatically result in termination of this Lease, will perform Sublessor's insurance except as otherwise provided or contemplated in Section 2.3 (Attornment) of the Master Lease, consistent with the provisions of subsection (d) below. Landlord agrees not to agree to any amendment to the Master Lease that would have a materially adverse effect on Tenant’s use of the Property or materially diminish Tenant’s rights or materially increase Tenant’s obligations under this Lease, without first obtaining Tenant’s consent.
(b) Without limiting the generality of subsection (a) above, Tenant expressly agrees to comply with and be bound by (i) any and all covenants, conditions and restrictions or rules, regulations or standards of operation or conduct contemplated under the terms of the Master Lease, and (ii) the non-discrimination provisions of Article III of the Master Lease, which are hereby incorporated into this Lease by this reference.
(c) Without limiting the generality of subsection (a) above, Tenant acknowledges and agrees that Landlord’s covenant of quiet possession or enjoyment (Section 5.08 of this Lease) is expressly subject to the Master Landlord’s rights under the Master Lease, including but not limited to the right to recover the Property (Section 2.20 of the Master Lease), the right to improve or expand McCarran International Airport (Section 3.11 of the Master Lease), and the right to enter and inspect the Property (Section 2.7 of the Master Lease).
(d) Without limiting the generality of subsection (a) above, Tenant acknowledges and agrees that this Lease is subject to the attornment provisions of Section 2.3 of the Master Lease. Pursuant to the provisions of such section of the Master Lease, Section 11.01 of this Lease is supplemented by adding the following thereto: If by reason of a default on the part of Landlord as tenant in the performance of the terms of the provisions of the Master Lease, the Master Lease and the leasehold estate of Landlord as ground lessee thereunder are terminated by summary proceedings or otherwise in accordance with the terms of the Master Lease, Tenant will otherwise fully attorn to Master Landlord and faithfully perform recognize Master Landlord as lessor; provided, however, Master Landlord agrees that so long as Tenant is not in default, Master Landlord agrees to provide quiet enjoyment to Tenant and to be bound by all the terms and conditions of this Lease. To confirm the protection afforded Tenant described above, Landlord shall request from Master Landlord an executed Recognition, Nondisturbance and Attornment Agreement substantially in the form of that attached as Exhibit “J” to this Lease, or such other form approved for use by Master Landlord (the “RNDA”). Landlord and Tenant acknowledge and agree that the continued effectiveness of this Lease with respect to is conditioned on Tenant’s receipt of the Sublessor's Percentage. Sublessee covenants RNDA executed by Master Landlord.
(e) Without limiting the generality of subsection (a) above, Tenant further acknowledges and agrees to otherwise fully and faithfully perform that Master Landlord must be named as an additional insured on all liability insurance policies maintained by Tenant under the terms and conditions of this Lease (per Section 2.12.2.7.4 of the Master Lease and Lease).
(f) As required by the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause terms of Section 2.9 of the Master Lease, should Tenant cause any improvements to be made to the Property, Tenant shall cause any contract with any contractor, designer, or other person providing work, labor, or materials to the rights Property to include the following clause: Contractor agrees on behalf of Sublessor itself, its subcontractors, suppliers and consultants and their employees that there is no legal right to file a lien upon County-owned property, and will not file a mechanic’s lien or otherwise assert any claim against County on account of any work done, labor performed or materials furnished under this contract. Contractor agrees to indemnify, defend and hold County harmless from any liens filed upon County’s property and shall promptly take all necessary legal action to ensure the removal of any such lien at Contractor’s sole cost.
(g) Without limiting the generality of subsection (a) above and notwithstanding any contrary language in this Lease, Tenant acknowledges and agrees that in the event Master Landlord requires Landlord to pay any Interim Ground Rent (as tenant under defined in the Master Lease Lease), and such requirement is the result of Tenant’s failure to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be construct the Initial Improvements (as defined in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to within the period required by the Master Lease. Sublessor shall , Tenant alone (and not demand such payment prior to the date which is thirty (30Landlord) days before the date any such sum shall be due and owing under responsible for payment of either (i) Master Landlord’s fifty percent (50%) share of Net Revenue (as defined in the Master Lease), or (ii) Interim Ground Rent, whichever is greater.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Samples: Land Lease (Switch, Inc.)
Master Lease. A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant thereina) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein containedcontained in this Section 4.11, Sublessor Borrower shall not amend, modify, restate, substitute, terminate, cancel or permit the surrender of any Master Lease, except for a termination in accordance with its express terms, without the prior written consent of Lender, such consent to be granted or withheld in Lender’s sole discretion.
(b) In the event the Tenant under the Master Lease pays to Borrower, as landlord, the Tenant Buyout Payment under and as defined in the applicable Master Lease, Borrower shall be required to promptly deliver such Tenant Buyout Payment to Lender. Borrower shall deliver to Lender cash or a Letter of Credit in the amount of the Tenant Buyout Payment. If cash is delivered, such funds shall be held in an account controlled by Lender and shall be collateral for the Loan. If the Tenant Buyout Payment shall be delivered to Lender in the form of a Letter of Credit, such Letter of Credit shall be held as collateral for the Loan, and upon the occurrence of an Event of Default, Lender shall have the right without prior notice to Borrower to draw on the Letter of Credit and apply the proceeds thereof to the payment of the Debt in such order, proportion and priority as Lender may determine in its sole and absolute discretion. Any such cash or Letter of Credit shall be returned to Borrower, provided no duty itself Event of Default exists, upon the earlier to perform any obligations occur of (a) the expiration of the term of the applicable Master Lease as if such Tenant Buyout Payment had not been made (i.e., ten (10) years from the date of the Master Landlord, nor shall such default Lease) or (b) repayment or defeasance in full of the Master Landlord affect this Sublease Debt. Upon delivery of the cash or waive or defer the performance Letter of any of Sublessee' s obligations hereunder; provided, nevertheless, that Credit to Lender in the event amount of any such default or failure of performance by Master Landlordthe Tenant Buyout Payment, Sublessor agrees, upon notice from Sublessee, Borrower shall be permitted to make immediate demand upon Master Landlord to perform its obligations under terminate the applicable Master Lease.
Appears in 1 contract
Master Lease. A. All the obligations contained in the Master Lease conferred This Sublease expressly is subject and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and subordinate to all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease, a copy of which is attached hereto as Exhibit “B” (with certain terms not relevant to Subtenant redacted), and to all items and matters to which the Master Lease with respect is subject and subordinate. In addition, Subtenant agrees to be bound, for all purposes of this Sublease, by any modifications or amendments to the Sublessor's Percentage. Sublessee covenants and agrees Master Lease; provided, however, that Sublandlord shall not agree to otherwise fully and faithfully perform the terms and conditions any modification, amendment or termination of the Master Lease that could reasonably be expected to have any material adverse consequences to Subtenant and/or its rights hereunder. Subtenant assumes and the Sublease on its part agrees to be performed. Neither the Sublessor nor Sublessee shall do or cause perform each and every obligation and to be done any act which would or might cause comply with each and every covenant of Sublandlord, as tenant, under the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the excluding such provisions of the Master Lease and which are not applicable to Subtenant or the Subleased Premises or as specifically provided to the contrary in this Sublease (such as, by way of example, the payment to Master Landlord of rent under the Master Lease, which would shall be replaced with Subtenant’s obligations under Paragraph 6 of this Sublease) (as so limited, the “Applicable Master Lease Terms”). Each and every waiver by Sublandlord contained in the Applicable Master Lease Terms in favor of Master Landlord shall be binding on Subtenant. Subtenant shall not commit or permit Sublessee to do or cause to be done committed any act or omission which is prohibited by the Master Lease then the provisions will violate any term or condition of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage or constitute a breach of any and all sums (except fixed annual rent payable or default under the Master Lease) due pursuant , and shall indemnify, protect, defend and hold Sublandlord harmless against any and all loss, cost, expense (including, without limitation, reasonable attorneys’ fees and disbursements), liability, claim, judgment, demand or cause of action arising from or in connection with any such violation, breach or violation committed or permitted to be committed by Subtenant (except to the extent caused by the willful misconduct or gross negligence of Sublandlord), which indemnity obligation shall survive the termination of this Sublease. All capitalized and other terms not otherwise defined herein shall have the meanings ascribed to them in the Master Lease. Sublessor shall not demand such payment prior to , unless the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Leasecontext clearly requires otherwise.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Samples: Sublease (Delcath Systems Inc)
Master Lease. A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant thereini) shall be borne by Sublessor and The Leasehold or Subleasehold Mortgagee or Sublessee in accordance will provide CEDCO with the Sublessor's Percentage and written notice prescribed by paragraph (e) of this Section 26 prior to such termination;
(ii) The Leasehold or Subleasehold Mortgagee or Sublessee or the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent nominee of Sublessee's Percentage. Sublessor covenants and agrees it any of them will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable written request upon CEDCO for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, such new lease within ten sixty (1060) days after demand therefor by Sublessorthe date of such termination;
(iii) The Leasehold or Subleasehold Mortgagee or Sublessee or the nominee of any of them will pay to CEDCO, Sublessee's Percentage at the time of execution and delivery of such new lease, any and all sums (except fixed annual rent payable under the Master Lease) due owing pursuant to the Master Lease. Sublessor shall not demand such payment this Lease prior to termination hereof less any expenses, including reasonable attorneys' fees, to which the date which is thirty (30) days before Leasehold or Subleasehold Mortgagee or the date any such sum shall be due and owing under Sublessee or the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance nominee of any of them has been subjected by reason of such default;
(iv) The Leasehold or Subleasehold Mortgagee or Sublessee or the nominee or any of them shall perform and observe all covenants herein contained within this Lease or any Sublease on GELLC's or Sublessee' s obligations hereunder's part to be performed and shall further remedy any other conditions as are capable of being remedied which GELLC or Sublessee under the terminated Lease or Sublease were obligated to perform;
(v) Such new lease will be subject to GELLC's or Sublessee's rights under the terminated Lease or Sublease; providedand
(vi) The GELLC or Sublessee under such new lease will have the same right, nevertheless, that title and interest in the event Improvements on the Premises as the previous GELLC or Sublessee under the terminated Lease or Sublease.
(g) Nothing contained in this Section 27 will require the Leasehold or Subleasehold Mortgagee or Sublessee or the nominee of any of them to cure any default of GELLC, but CEDCO agrees to accept the performance and/or compliance by any such Leasehold or Subleasehold Mortgagee or Sublessee or the nominee of any of them with respect to any term, covenant, agreement, provision, condition or limitation on GELLC's part to be performed hereunder with the same force and effect as though performed by GELLC.
(h) Upon termination of this Lease or any Sublease and for the period thereafter during which the Leasehold or Subleasehold Mortgagee or Sublessee will be entitled to enter into a new lease of the Premises actually subject to the mortgage, CEDCO or Sublessee will not terminate any Sublease unless such subtenant shall be default under such Sublease. During such period, the Leasehold or failure of performance by Master LandlordSubleasehold Mortgagee will receive all rental and other payments due from subtenants, Sublessor agreesincluding subtenants whose attornment CEDCO will have agreed to accept and will deposit such rents and payments in a separate and segregated account in trust for the Premises. The Leasehold or Subleasehold Mortgagee so entitled to receive such sums may withdraw any such sums, upon notice from Sublessee, time to make immediate demand upon Master Landlord time to perform its obligations under the Master Lease.pay necessary operating expenses and carrying
Appears in 1 contract
Master Lease. A. All (a) Except with respect to Excluded Licenses and leases of Leaseable Building Pads, each Individual Property shall at all times be leased directly and exclusively by the obligations contained in Borrower to the Master Lessee or any permitted successor or assign of Master Lessee under the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage terms hereof. Master Lessee shall be permitted to enter into Subleases subject to and in accordance with Section 8.8.
(b) The Master Lease shall have a term ending fifteen (15) years after the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in Closing Date.
(c) The Master Lease shall require Master Lessee to make payments of Master Lease Rent. Pursuant to the Master Lease conferred upon Sublessor (as Tenant therein)and the Master Lease Rent Payment Direction Letter, are hereby conferred and imposed upon Sublesseeall Master Lease Base Rent and, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the payable by Master Lease as and when due, will perform Sublessor's insurance obligations Lessee to Borrower under the Master Lease, Master Lease Additional Charges, shall at all times during the term of the Loan be made directly to the Holding Account (the Master Lease Base Rent portion of which shall be payable on a monthly basis).
(d) The Master Lease shall require the Master Lessee to prepare the Master Lease Annual Budget of expenses and will otherwise fully revenue in accordance with Article XI and faithfully perform to submit copies to Lender for its reference, not for its approval.
(e) The Master Lease shall require the Master Lessee to maintain each Individual Property in accordance with Section 10.1 hereof.
(f) Borrower shall not terminate, and shall not grant consent to or acquiesce in any request by Master Lessee to terminate, the Master Lessee as to all or any portion of any Individual Property if Borrower would be unable to effectuate a release of such Individual Property (or portion thereof) pursuant to the terms of the applicable provisions of Section 2.3.6 hereof.
(g) Except with respect to Outparcels or Leaseable Building Pads, the Master Lease shall provide for the release of an Individual Property therefrom only in connection with a prepayment and/or defeasance of such Individual Property’s Combined Release Price and conditions the release of such Individual Property from the lien of the applicable Security Instrument pursuant to the provisions hereof. Upon any such release of an Individual Property from the Master Lease, the Master Lease Base Rent will be reduced by an amount not to exceed the amount allocable to such Individual Property as set forth on Schedule IV attached hereto.
(h) Except for the Transfers permitted under Article VIII, the Borrower shall not, nor shall the Borrower permit the Master Lessee to, Transfer its interest in the Master Lease or any interest therein without the prior written consent of the Lender. Borrower shall not permit and shall not consent to any assignment by Master Lessee of its interest in the Master Lease or its rights and interests thereunder.
(i) Subject to Borrower’s right to amend the Master Lease pursuant to Subsection 2.3.6(a)(xiv) in connection with a Property Release (including a Property Release permitted under Section 6.2.3(b) in connection with a casualty or Taking), Borrower shall not without the prior written consent of Lender and the delivery by Borrower of a Rating Agency Confirmation, (i) renew, extend, effectuate the release of any Individual Property from, agree to the termination of, agree to a reduction of rents or other sums payable under, accept a surrender of, or agree to shorten the term of, the Master Lease, (ii) appoint any appraiser, which consent will not be unreasonably withheld, (iii) make any determination of “Post-Casualty Value,” “Post-Condemnation Value,” “Fair Market Rent” or “Fair Market Value” (as such terms are defined in the Master Lease) such consent not to be unreasonably withheld, (iv) grant any waiver of any provisions of the Master Lease, provided that Borrower shall have the right to waive any provisions of the Master Lease with respect (provided that any such waiver shall be limited to the Sublessor's Percentage. Sublessee covenants particular matter under the particular circumstances subject to such waiver and agrees to otherwise fully and faithfully perform shall not constitute an amendment or modification of the terms and conditions Master Lease), so long as such waiver would not have the effect of (A) waiving any of the provisions of the Master Lease and identified in clauses (v), (vi) or (vii) below, or (B) waiving or reducing the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause monetary obligations of Master Lessee under the Master Lease, or (C) either permitting Borrower and/or Master Lessee to take an action that Borrower or Master Lessee is prohibited from taking under this Agreement or any other Loan Document, or preventing Borrower and/or Master Lessee from complying with an obligation on the rights part of Sublessor as tenant Borrower or Master Lessee under this Agreement or any other Loan Document, (v) amend, modify or waive in any respect any provision of the Master Lease contained in the Statement of Intent, Article I (“Leased Properties; Term”), Article III (“Rent”), Article IV (“Termination; Abatement”), Article V (“Ownership of the Leased Properties”), Section 6.1(a)(ii) (including provisions in respect of permitted uses), Section 6.1(a)(iii) (including provisions in respect of continuous operation), Section 6.1(b) (“Taxes and Other Charges; Contest for Taxes and Other Charges, Legal Requirements and Liens”), Section 6.1(f) (“Cooperate in Legal Proceedings”), Section 6.1(g) (“Insurance Benefits”), Section 6.1(h) (“Financial Reporting and Other Information”), Article VIII (“Alterations; Leasing), Article X (“Casualty and Condemnation), Article XI (“Accounts and Reserves”), Article XII (“Events of Default and Remedies”), Section 13.2 (“Transition Services”), Section 13.3 (“Cooperation”), Section 13.4 (“Rights of Superior Parties”), Article XV (“Subordination”), Section 23.1 (“Appraisers”), Article XXIV (“Confidentiality”), Section 26.8 (“Governing Law”, including the waivers of right to be endangeredtrial by jury in Section 26.8(c)), cancelledArticle XXVIII (“True Lease”), terminated, forfeited or surrenderedany Schedule to the Master Lease, or which any of the definitions in Article II (“Definitions”) related to any of the foregoing provisions, Articles or Sections, or to any Schedule, (vi) amend, modify or waive any provision of the Master Lease not listed in clause (v) in a manner adverse to Lender in any material respect (including without limitation any amendment of any provision (A) requiring Lender’s consent or approval prior to Master Lessee taking any action, or creating, incurring, assuming, permitting or suffering to exist a circumstance or condition, or (B) requiring Master Lessee to cooperate with Lender or reimburse Lender for amounts expended by Lender) or that would decrease Master Lessee’s obligations or might increase Borrower’s obligations thereunder, or (vii) amend, modify or waive any provision of the Master Lease in such a way as to cause Sublessor its terms to be in default thereunder become inconsistent with the material terms of any Affiliated Sublease, Unaffiliated Sublease or liable for Specified Prior Sublease (unless the terms of such Affiliated Sublease, Unaffiliated Sublease or Specified Prior Sublease are similarly modified or waived). In addition, Borrower acknowledges and agrees that (x) any damage, claim or penalty. Sublessee agreesapproval by Borrower of any “Alteration” requiring Borrower’s approval under Section 8.1 of the Master Lease shall require, as an express inducement for Sublessor executing this Subleasea condition thereto, that if there is Lender’s written approval, and no such approval by Borrower shall be effective absent such written approval by Lender, (y) any approval by Borrower of the amount of “Eligible Collateral” under Section 6.1 of the Master Lease shall require, as a condition thereto, Lender’s written approval, and no such approval by the Borrower shall be effective absent such written approval by Lender, and (z) any approval by Borrower (as “Indemnitee”) of a compromise or settlement of any claim requiring Borrower’s approval under Section 15.9(A) of the Master Lease shall require, as a condition thereto, Lender’s written approval, and no such approval by Borrower shall be effective absent such written approval by Lender. Notwithstanding the terms hereof, Borrower shall not permit any amendment, modification or waiver of the Master Lease Guaranty without the prior written consent of Lender.
(j) The Master Lease shall be subject and subordinate to the Loan pursuant to the Master Lease SNDA. To the extent of any conflict or inconsistency between the provisions of the Master Lease SNDA and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then provisions hereof, the provisions of the Master Lease SNDA shall prevailcontrol.
B. Sublessee (k) Lender shall pay have the right to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable declare a Master Lease Default under the Master Lease) due Lease pursuant to the assignment of such right in the Assignment of Leases and the confirmation of such right by Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under Lessee in the Master LeaseLease SNDA.
C. Notwithstanding anything to the contrary herein contained, Sublessor (l) The Master Lease shall have no duty itself to perform any obligations of at all times be guaranteed by the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master LeaseLease Guarantor.
Appears in 1 contract
Samples: Loan and Security Agreement (Bloomin' Brands, Inc.)
Master Lease. A. All 5.1 This Sublease and all of Sublessee's rights hereunder are and shall remain in all respects subject and subordinate to (i) all of the obligations contained in terms and provisions of the Master Lease, a copy of which (except for the rent and certain other provisions) has been delivered to Sublessee, (ii) any and all amendments of the Master Lease conferred or supplemental agreements relating thereto hereafter made between Landlord and imposed upon Sublessor (as Tenant therein) shall copies of which Sublessor agrees to deliver to Sublessee except for the rent and certain other provisions which may be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublesseeprovided, to the extent of however, that Sublessor shall not enter into any such amendments or supplemental agreements that shall (1) adversely affect Sublessee's Percentage. Sublessor covenants and agrees it will make payment rights hereunder, (2) increase Sublessee's obligations hereunder beyond a de minimus extent, (3) decrease the size of the rentals reserved under Premises, or (4) shorten the Master Lease term hereof (except as described in subsection 5.2 below) and when due(iii) any and all matters to which the tenancy of Sublessor, will perform Sublessor's insurance obligations as tenant under the Master Lease, is or may be subordinate. Sublessee shall in no case have any rights under this Sublease greater than Sublessor's rights as tenant under the Master Lease. The foregoing provisions shall be self-operative and will otherwise fully no further instrument of subordination shall be necessary to effectuate such provisions unless required by Landlord or Sublessor, in which event Sublessee shall, upon demand by Landlord or Sublessor at any time and faithfully perform from time to time, execute, acknowledge and deliver to Sublessor and Landlord any and all instruments that Sublessor or Landlord may deem reasonably necessary or proper to confirm such subordination of this Sublease, and the terms and conditions rights of Sublessee hereunder.
5.2 Sublessee acknowledges that in the event of a (i) termination of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants for any reason, excluding an agreement between Sublessor and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause Landlord terminating the Master Lease, or (ii) re-entry or dispossess by Landlord under the rights Master Lease, Landlord may, at its option, take over all of the right, title and interest of Sublessor hereunder and Sublessee agrees that it shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of this Sublease, except that Landlord shall not (i) be obligated to repair, replace, rebuild or restore the Building, or the Premises in the event of damage or destruction, beyond such repair, replacement, rebuilding or restoration as can reasonably be accomplished from the net proceeds of insurance actually received by, or made available to it; (ii) be liable for any previous act or omission by Sublessor; (iii) be subject to any liability or offset which shall theretofore accrue to Sublessee against Sublessor; (iv) be bound by any previous modification or extension of this Sublease unless filed with it and made at arms length, in good faith and in the honest exercise of reasonable business judgement; (v) be bound by any previous pre-payment of more than one month's Fixed Rent or other charge, or (vi) be bound by any cancellation or surrender of this Sublease or any eviction of Sublessee by Sublessor unless made at arms length, in good faith and in the honest exercise of reasonable business judgement.
5.3 Sublessee shall observe and perform for the benefit of Landlord and Sublessor, each and every term, covenant, condition and agreement of the Master Lease which Sublessor is required to observe or perform as tenant under the Master Lease to be endangeredLease, cancelled, terminated, forfeited or surrendered, or which would or might cause except for the covenants of Sublessor to be pay Landlord the "Fixed Rent" (as such term is defined in default thereunder or liable for any damagethe Master Lease), claim or penaltyExpense Payments and Tax Payments and except as such covenants, conditions and agreements are modified hereby. Sublessee agrees, Except as an express inducement for Sublessor executing otherwise specifically provided in this Sublease, that if there is any conflict between all of the provisions of terms, covenants, conditions and agreements which Landlord or Sublessor are required to observe or perform as parties to the Master Lease are hereby incorporated herein by reference and deemed to constitute terms, covenants, conditions and agreements which Sublessor and Sublessee are required to observe or perform under this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by as if set forth herein at length, mutatis mutandis; provided, however, that, except as provided below, for the purposes of this Sublease, references in the Master Lease then the provisions of the Master Lease to (a) "Landlord" shall prevail.
B. Sublessee shall pay be deemed to refer to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, neverthelesshowever, that in "Landlord" shall not be deemed to refer to Sublessor where the event of any such default or failure of performance by Master context requires "Landlord" to refer to Landlord and not Sublessor, Sublessor agreesincluding, upon notice from Sublesseebut not limited to, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.Sections 13.01 and 13.02, Article 14, Sections 22.01, 22.03 and 22.05 (except that references to
Appears in 1 contract
Samples: Sublease Agreement (Mail Com Inc)
Master Lease. A. All Sublessee's rights pursuant to the obligations contained Sublease are subject and subordinate at all times to the Master Lease and to all of the covenants and agreements of the Master Lease, except as expressly modified by this Sublease. Sublessee shall not do, permit or tolerate anything to be done in, or in connection with Sublessee's use or occupancy of the Premises which would violate any Master Lease covenants or agreements. As to the Premises and during the Term, Sublessee expressly assumes to be bound by all obligations, covenants and restrictions which are set forth in the Master Lease conferred in the same manner as these obligations, covenants and imposed restrictions are binding upon Sublessor (Sublessor, as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, except as expressly modified by this Sublease. Except as modified hereby, during the Term Sublessee shall perform all of Sublessor's duties and will otherwise fully and faithfully perform the terms and conditions of obligations under the Master Lease which relate to the Premises. Sublessor shall have the same rights against Sublessee with respect to this Sublease as the Landlord has against the Sublessor's Percentage. Sublessee covenants and agrees , as Tenant, pursuant to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performedLease. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause The Landlord, under the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangeredmay enforce against Sublessee, cancelledeach in its own capacity, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee rights granted to do or cause the Landlord pursuant to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due , except as expressly modified by this Sublease. Sublessor may not grant to Sublessee, and nothing in the Sublease shall be construed or interpreted to grant, any greater rights than the Sublessor has received as Tenant from the Landlord pursuant to the Master Lease. Sublessee does not have any greater rights against Sublessor shall not demand such payment prior with respect to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance Premises than Sublessor has as Tenant against the Landlord with respect to the Master Lease and the Premises. Notwithstanding the foregoing provisions of any this paragraph, Sublessee's duties and obligations relative to the Master Lease shall at all times be limited by and proportional to the limited duration and cost of Sublessee' s obligations hereunder; provided's occupation of the Premises, neverthelessand Sublessee shall only assume obligations, that in responsibilities or liabilities arising during the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master LeaseTerm.
Appears in 1 contract
Samples: Sublease (Universal Standard Medical Laboratories Inc)
Master Lease. A. All a. This Agreement and all of Sublessee’s rights hereunder are and shall remain in all respects subject and subordinate to all of the obligations contained terms and provisions of the Master Lease. This Agreement is contingent upon the Consent, which Sublessor shall diligently attempt to secure. Sublessee shall in no case have any rights under this Agreement greater than Sublessor’s rights as tenant under the Master Lease. The foregoing provisions shall be self-operative and no further instrument of subordination shall be necessary to effectuate such provisions unless required by Landlord or Sublessor, in which event Sublessee shall, upon demand by Landlord or Sublessor at any time and from time to time, timely execute, acknowledge and deliver to Sublessor and Landlord any and all instruments that Sublessor or Landlord may reasonably request to confirm such subordination of this Agreement, and the rights of Sublessee hereunder.
b. Sublessor represents and warrants to Sublessee that the Master Lease conferred (i) is in full force and imposed upon Sublessor effect, (as Tenant thereinii) shall be borne by is the entire agreement between Sublessor and Landlord, (iii) has not been amended or modified from the copy supplied to Sublessee in accordance with prior to the Sublessor's Percentage and the Sublessee's Percentage, respectivelyexecution of this Agreement, except as modified expressly set forth in this Agreement and amended by this Sublease, and all rights and privileges contained in (iv) that Sublessor has no knowledge of any default (or the occurrence of any events which would constitute a default with the passage of time or the giving of notice or both) on the part of either Sublessor or Landlord under the Master Lease. Sublessor agrees not to terminate the Master Lease conferred upon Sublessor (as Tenant therein)voluntarily, are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under or modify the Master Lease as in a manner that adversely affects Sublessee’s rights under this Agreement.
c. Sublessee shall strictly and when duetimely observe and perform, will for the benefit of Landlord and Sublessor, during the Term, each and every term, covenant, condition and agreement of the Master Lease which Sublessor is required to observe or perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully all of the terms, covenants, conditions and faithfully agreements under the Master Lease are hereby incorporated herein by reference and deemed to constitute terms, covenants, conditions and agreements which Sublessee is required to observe or perform under this Agreement as if set forth herein at length, substituting “Sublessee” wherever the term “Lessee” appears and “Sublessor” wherever the term “Lessor” appears; provided, however, that Sublessee’s obligations under the Master Lease shall be limited to those arising after the Commencement Date relating to the Premises and only for the duration of the Term. Notwithstanding the foregoing, the following provisions of the Master Lease shall expressly not be incorporated into this Agreement: Section 3, Section 9, Exhibit X-0, Xxxxxxx X-0, Exhibit A-4, Exhibit B, Exhibit F-1, Exhibit F-2 and Exhibit G. To the extent of any inconsistency between the terms of this Agreement and conditions the terms of the Master Lease that are incorporated herein by the terms of this Section 11(c), the terms of this Agreement shall control.
d. Sublessor may exercise all of the rights, powers, privileges and remedies reserved to Landlord under the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees Premises to otherwise fully and faithfully perform the terms and conditions of same extent as if set forth herein, including, without limitation, all releases from liability to Landlord under the Master Lease and all rights and remedies, including, without limitation, arising out of or with respect to any failure of Sublessee to timely observe or perform the Sublease on its part to be performedterms, covenants, conditions and agreements of this Agreement and the Master Lease (except as specifically provided in this Agreement). Neither the Sublessor nor Sublessee shall do not cause any violation of any term of the Master Lease.
e. Sublessor shall have no duty or cause obligation to be done exercise any act which would or might cause right in the Master Lease, to extend the term of the Master Lease, to expand the Premises under the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited incur any additional expense or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing obligation under the Master Lease.
C. Notwithstanding anything f. In the event of damage to or condemnation of the contrary herein containedPremises, Sublessor shall have no duty itself may exercise any or all of the rights accorded to perform any obligations it as Tenant under Article 22 (Destruction and Damage) and Article 23 (Eminent Domain) of the Master LandlordLease.
g. Sublessee hereby expressly acknowledges and agrees that it shall not have the right to exercise any options granted to Sublessor under the Master Lease relating to options to expand, nor shall such default renew, extend, terminate or cancel before expiration of the Master Landlord affect this Sublease Term, rights of first refusal, rights of first offer or waive or defer the performance of similar options.
h. Sublessor and Sublessee agree that any of Sublessee' s obligations hereunder; provided, nevertheless, that provisions in the event Master Lease related to Landlord’s or Sublessor’s rights or obligations under the Master Lease related to the construction of any such default or failure tenant improvements shall be inapplicable in the context of performance by this Agreement. Whenever the consent of the Landlord is required under the Master LandlordLease, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master and whenever the Landlord fails to perform its obligations under the Master Lease, Sublessor agrees to use its reasonable, good faith efforts to obtain that consent or performance on behalf of Sublessee, but in connection therewith shall have no obligation to file suit against Landlord. Subject to the foregoing, it shall be the obligation of Landlord to (i) provide all services to be provided by Landlord under the Master Lease and (ii) to satisfy all obligations and covenants of Landlord made in the Master Lease. Subject to the foregoing, Sublessee acknowledges that Sublessor shall be under no obligation to directly provide any such services or to satisfy any such obligations or covenants, nor shall Sublessor be liable for any delay or failure by Landlord to provide any such services or satisfy any such obligations or covenants unless such delay or failure is a result of Sublessor’s act or failure to act with respect to its obligations under the Master Lease or this Agreement. All of the obligations of Sublessor under this Agreement which are also obligations of Landlord pursuant to the Master Lease shall be deemed satisfied by the performance of such obligations by Landlord.
i. If Sublessor receives any abatement or diminution of Rent due under the Master Lease because the Premises, or a portion thereof, has become untenantable (whether under Articles 22 or 23 of the Master Lease or otherwise), then Sublessee shall be entitled to a corresponding abatement or diminution of Rent due under this Agreement, for such untenantable portion of the Premises.
Appears in 1 contract
Samples: Sublease (Augmedix, Inc.)
Master Lease. A. All (a) Subject to entry of the obligations Sale Order with the ------------ provisions set forth in Section 11.4(b) hereof, notwithstanding anything contained in this Agreement to the contrary, the Company acknowledges that the Master Lease is a single lease for the entire premises described therein (the "Master Lease Premises") and is not severable or divisible into separate leases ---------------------- for separate locations or subsets of locations within the Master Lease Premises. Pursuant to the Sale Order, the Company hereby rejects the Master Lease pursuant to Section 365 of the Bankruptcy Code, effective at the conclusion of the last of the Store Closing Sales in the Master Lease conferred and imposed upon Sublessor Premises (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the "Master Lease conferred upon Sublessor ------------ Deemed Rejection Date"). The Company acknowledges its obligation to (as Tenant therein), are hereby conferred i) pay all --------------------- postpetition rent and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved perform all other postpetition obligations under the Master Lease subject to the Bankruptcy Code and the Sale Order through the Master Lease Deemed Rejection Date, subject to Purchaser's obligation to reimburse the Company for its third party out-of-pocket recurring charges incident to the Master Lease Premises from the Closing Date up to and including the Master Lease Deemed Rejection Date as provided in Section 11.3, and when due(ii) surrender possession of the Master Lease Premises to Lechmere Realty Limited Partnership or its designee within 15 days after the Master Lease Deemed Rejection Date.
(b) The Sale Order shall provide that subject to and immediately and automatically upon (i) entry of the Sale Order approving this Agreement (including the provisions of the foregoing paragraph), will perform Sublessor(ii) the performance of all of the Company's insurance material monetary obligations under the Master Lease from the Sale Commencement Date (excluding real estate taxes for periods occurring prior to the petition date, as to which all parties reserve their rights hereunder) up to and including the Master Lease Deemed Rejection Date and (iii) Lechmere Realty Limited Partnership's obtaining possession of the Master Lease Premises, then any and all Claims (as defined in Section 101(5) of the Bankruptcy Code) of Lechmere Realty Limited Partnership (the lessor under the Master Lease) against the Company, any affiliate or guarantor of the Company arising from the rejection of the Master Lease under Section 502(b)(6) of the Bankruptcy Code or otherwise shall be waived in full without the necessity of any other or further action on the part Lechmere Realty Limited Partnership or any other person, party or entity.
(c) The Company shall assign to the lessor under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant Lessor under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between shall assume the provisions of obligations from and arising after the Master Lease Deemed Rejection date, all of the Company's right, title, and this interest as sublandlord under the Sublease which would permit Sublessee with Filene's Basement, Inc. referenced in item 10 of the list of leases in Schedule 6.10(c) hereto. Such assignment and assumption shall be effective immediately prior to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailDeemed Rejection Date.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Samples: Asset Purchase, License & Agency Agreement (Montgomery Ward Holding Corp)
Master Lease. A. All 7.1 Sublessor is the obligations contained in lessee of the Premises by virtue of a lease, hereinafter the "Master Lease", a copy of which is attached hereto marked Exhibit 1, wherein ASP Burbank, LLC is the lessor, hereinafter the "Master Lessor"
7.2 This Sublease is and shall be at all times subject and subordinate to the Master Lease conferred Lease.
7.3 The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease document shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever In the Master Lease then the provisions word "Lessor" is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word "Lessee" is used it shall be deemed to mean the Sublessee herein.
7.4 During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease except for the following paragraphs which are excluded therefrom:
7.5 The obligations that Sublessee has assumed under paragraph 7.4 hereof are hereinafter referred to as the "Sublessee's Assumed Obligations". The obligations that Sublessee has not assumed under paragraph 7.4 hereof are hereinafter referred to as the "Sublessor's Remaining Obligations".
7.6 Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys' fees, arising out of Sublessee's failure to comply with or perform Sublessee's Assumed Obligations.
7.7 Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject, however, to any earlier termination of the Master Lease shall prevailwithout the fault of the Sublessor, and to comply with or perform Sublessor's Remaining Obligations and to hold Sublessee free and harmless from all liability, Judgments, costs, damages, claims or demands arising out of Sublessor's failure to comply with or perform Sublessor's Remaining Obligations.
B. 7.8 Sublessor represents to Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage that the Master Lease is in full force and effect and that no default exists on the part of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant Party to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Master Lease. A. All As applied to this Sublease, the obligations contained words “Landlord” and “Tenant” as used in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor deemed to refer to Sublandlord and Sublessee Subtenant hereunder, respectively. Subtenant and this Sublease shall be subject in accordance with all respects to the Sublessor's Percentage terms of, and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when dueLandlord under, will perform Sublessor's insurance obligations under the Master Lease. Except as otherwise expressly provided in Section 9 hereof, and will otherwise fully and faithfully perform the terms covenants, agreements, terms, provisions and conditions of the Master Lease with respect insofar as they relate to the Sublessor's Percentage. Sublessee covenants Subleased Premises and agrees to otherwise fully and faithfully perform insofar as they are not inconsistent with the terms of this Sublease are made a part of and conditions incorporated into this Sublease as if recited herein in full, and the rights and obligations of the Landlord and the Tenant under the Master Lease shall be deemed the rights and obligations of Sublandlord and Subtenant respectively hereunder and shall be binding upon and inure to the benefit of Sublandlord and Subtenant respectively. The time limits contained in the Master Lease for the giving of notices, making of demands or performing of any act, condition or covenant on the part of the tenant thereunder, or for the exercise by the tenant thereunder of any right, remedy or option, be changed for the purposes of incorporation herein by reference by shortening the same in each instance by three (3) business days, so that in each instance Subtenant shall have three (3) business days less time to observe or perform hereunder than Sublandlord has as the tenant under the Master Lease; provided that the foregoing shall not apply to the time period set forth in the last line of Section 19.1.1, under which Subtenant shall have only one (1) business day less time. As between the parties hereto only, in the event of a conflict between the terms of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights terms of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any such conflict between shall be resolved in every instance in favor of the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailSublease.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Master Lease. A. All (a) PMSI shall use its reasonable efforts to ------------ procure the obligations contained in consent of the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations Landlord under the Master Lease, if necessary, to the subleasing to WAL of the Sublet Facility and will this Sublease shall not be effective until such consent is obtained.
(b) WAL agrees to execute and deliver any documentation and/or furnish any information reasonably requested by Master Landlord and otherwise fully cooperate reasonably with PMSI and faithfully perform Master Landlord in connection with obtaining the Master Landlord's consent to this Sublease.
(c) WAL has reviewed and hereby agrees to be bound by all the terms and conditions of the Master Lease Lease. WAL shall not engage in any activity, or fail to take any necessary action if such action is required, that would put it and/or PMSI in violation of any governmental regulation or authority or otherwise put PMSI in breach of its obligations under the Master Lease. WAL agrees to indemnify and hold Mater Landlord and PMSI harmless from and against any loss or damage, including reasonable attorney's fees, resulting from a breach of the agreements and covenants by WAL in this Paragraph or otherwise arising from the use or occupancy of the Sublet Facility or of any business conducted therein, or from any work or thing whatsoever done or conditions created by or any act or omission of WAL, its employees, agents, contractors, invitees or licensees, in or about the Sublet Facility.
(d) This Sublease shall be expressly subject and subordinate to and does hereby incorporate all the terms, covenants and conditions contained in the Master Lease, except for the Minimum Annual Rent and such other terms, covenants and conditions as are specifically inconsistent with respect the terms hereof (but only to the Sublessor's Percentageextent that the same are inconsistent) or do not relate to subleasing of the Sublet Facility pursuant to this Sublease. Sublessee covenants Notwithstanding the foregoing, the following are not incorporated into this Sublease: Sections 1, 2, 3, 5(a), 6, 20, the portion of the first sentence of Section 22 up to and agrees to otherwise fully including the words "or encumbrance," and faithfully perform the terms last sentence of said Section 22, 27 ("Broker"), 27 ("Lease Guaranty"), 29, 30, 31, 32, 33(b), 35, 36, and conditions the last five words of Section 40 ("the Building or the Property") of the Master Lease, and provided that wherever the term "Tenant" occurs in the Master Lease the same shall be deemed to refer to WAL herein, and the Sublease on its part term "Landlord" as used therein shall refer to PMSI herein, and provided that wherever the term "Premises" occurs in the Master Lease the same shall be performed. Neither deemed to refer to the Sublessor nor Sublessee shall do or cause Sublet Facility herein, except as otherwise provided in this document.
(e) Except as otherwise provided herein, PMSI does not assume any obligation to be done any act which would or might cause perform the terms, covenants and conditions contained in the Master Lease, or the rights of Sublessor as tenant under in the Master Lease as incorporated herein, on the part of Master Landlord to be endangeredperformed (including without limitation, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor covenants with respect to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions maintaining insurance of Section 7 of the Master Lease Lease, repairs, maintenance and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions providing services of Sections 8 and 39 of the Master Lease shall prevail.
B. Sublessee shall pay to SublessorLease, within ten (10) days restoration after demand therefor by Sublessor, Sublessee's Percentage fire or other casualty or condemnation of any Sections 16 and all sums (except fixed annual rent payable under 19 of the Master Lease) due pursuant ), and in the event that the Master Landlord should fail to perform any of the terms, covenants and conditions contained in the Master Lease. Sublessor shall not demand such payment prior , PMSI shall, if so requested by WAL and at the expense of WAL, promptly and diligently use its reasonable efforts to cause the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease, provided that in no event shall PMSI be required to commence a lawsuit against Master Landlord. In any event, except as otherwise provided in the Master Lease (and then only to the extent -------- that PMSI receives the same from Master Landlord), WAL shall not be allowed any abatement or diminution of rent under this Sublease because of the failure of Master Landlord to perform any of its obligations.
Appears in 1 contract
Master Lease. A. All a. Sublessor is the obligations contained in lessee of the Premises by virtue of a lease, hereinafter the "Master Lease", a copy of which is attached hereto marked Exhibit 1, wherein City of Long Beach is the lessor, hereinafter the "Master Lessor".
b. This Sublease is and shall be at all times subject and subordinate to the Master Lease conferred Lease.
c. The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease document shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then the provisions word "Lessor" is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word "Lessee" is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word "Lessee" is used it shall be deemed to mean the Sublessee herein.
d. During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease except for the following paragraphs which are excluded therefrom: N/A.
e. The obligations that Sublessee has assumed under paragraph 7.4 hereof are hereinafter referred to as the "Sublessee's Assumed Obligations". The obligations that Sublessee has not assumed under paragraph 7.4 hereof are hereinafter referred to as the "Sublessor's Remaining Obligations".
f. Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys fees, arising out of Sublessee's failure to comply with or perform Sublessee's Assumed Obligations.
g. Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject, however, to any earlier termination of the Master Lease shall prevailwithout the fault of the Sublessor, and to comply with or perform Sublessor's Remaining Obligations and to hold Sublessee free and harmless from all liability, judgments, costs, damages, claims or demands arising out of Sublessor's failure to comply with or perform Sublessor's Remaining Obligations.
B. h. Sublessor represents to Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage that the Master Lease is in full force and effect and that no default exists on the part of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant Party to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Samples: Sublease Agreement (Advanced Aerodynamics & Structures Inc/)
Master Lease. A. All the obligations contained in the Master Lease conferred actual entry and imposed upon Sublessor (as Tenant therein) possession or by notice to Lessee. The receiver so appointed by a court of competent jurisdiction shall be borne empowered to issue receiver's certificates for funds advanced by Sublessor Lessor for the purpose of protecting the value of any Property or the Properties as security for the Obligations. The amounts evidenced by receiver's certificates shall bear interest at the Overdue Rate and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, may be added to the extent of SublesseeObligations if the Lessee or a junior lienholder purchases any Property or the Properties at the trustee's Percentagesale. Sublessor covenants Trustee or any successor acting hereunder may resign and agrees it will make payment thereupon be discharged of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is trusts hereunder upon thirty (30) days before days' prior written notice to Lessor. Regardless of whether Trustee resigns, Lessor may, from time to time, substitute a successor or successors to any Trustee named herein or acting hereunder in accordance with any statutory procedure for such substitution; or if Lessor, in its sole and absolute discretion, so elects, and if permitted by law, Lessor may substitute such successors or successors by recording, in the date any office of the recorder of the county or counties where such sum Property is located, a document executed by Lessor and containing the name of the original Lessee and Lessor hereunder, the book and page where this instrument (or a memorandum hereof) is recorded (and/or instrument number, as applicable) and the name of the new Trustee, which instrument shall be due and owing under conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Master Lease.
C. Notwithstanding anything predecessor Trustee, succeed to the contrary herein containedrights, Sublessor shall have no duty itself to perform powers and duties hereunder. It is acknowledged that A POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT; A POWER OF SALE MAY ALLOW LESSOR TO TAKE THE PROPERTIES AND SELL THEM WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY LESSEE UNDER THIS INSTRUMENT. Notwithstanding any obligations of the Master Landlordforegoing, nor shall the Lessor acknowledges that upon the occurrence and continuance of a Lease Event of Default solely under clause (e) of Section 16.1, the Lessor's remedies for such default shall be limited to recovery of the Master Landlord affect this Sublease Loan Balance by liquidation of the Additional Collateral or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Leasethrough other appropriate means.
Appears in 1 contract
Master Lease. A. All the obligations contained in the Master Lease conferred 2.1 The Sublease is and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor at all times subject and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and subordinate to all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect and, notwithstanding anything to the Sublessor's Percentage. Sublessee covenants and contrary contained in the Sublease, Subtenant agrees to otherwise fully and faithfully perform all of the terms and conditions covenants of Tenant contained in the Master Lease and insofar as the same relate to the Sublease on its part Premises, provided that Subtenant shall not be obligated to be performedpay rent, operating expenses or other charges in excess of the amounts specified in the Sublease. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights In case of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then provisions of the Sublease, as between Tenant and Landlord, the provisions of the Master Lease shall prevail.
B. Sublessee prevail unaffected by the Sublease. Subtenant shall pay not violate any of the terms and conditions of the Master Lease to Sublessor, within ten (10) days after demand therefor the extent applicable to the use and occupancy of the Sublease Premises. Any breach of the Master Lease by Sublessor, Sublessee's Percentage Tenant or any breach of any the Sublease or Master Lease by Subtenant which results in a breach of the Master Lease shall entitle Landlord to all the rights and all sums (except fixed annual rent payable under remedies provided in the Master Lease) due pursuant to .
2.2 Subtenant acknowledges and agrees that the term of the Sublease shall automatically terminate upon the termination of the Master Lease. Sublessor shall not demand such payment Lease for any reason whatsoever, including, without limitation, the termination of the Master Lease prior to the date which is thirty (30) days before expiration of the date term thereof pursuant to a written agreement by and between Landlord and Tenant. Notwithstanding any such sum provision to the contrary in the Sublease or in any other agreement, Subtenant acknowledges that it shall have no right and there shall not be due and owing vested in Subtenant any right to exercise rights of first refusal, options, or other similar preferential rights, if any, given to Tenant under the Master Lease.
C. Notwithstanding anything 2.3 Tenant represents and warrants to the contrary herein contained, Sublessor shall have no duty itself Landlord that (a) attached to perform any obligations this Agreement as Exhibit B is a true and correct copy of the Master LandlordLease, nor shall such default --------- and there exist no amendments, modifications, or extensions of or to the Master Lease except as specified herein, and the Master Lease is now in full force and effect; and (b) to Tenant's actual knowledge, there exist no defenses or offsets to enforcement of the Master Lease by Landlord affect this Sublease or waive or defer Tenant. To Tenant's actual knowledge, (i) Landlord is not in default in the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease, (ii) Landlord has not committed any breach thereof, and (iii) no event has occurred which, with the passage of time, or the giving of notice, or both, would constitute a default or breach by Landlord.
2.4 Tenant and Subtenant represent and warrant to Landlord that there are no additional payments of rent or consideration of any type payable by Subtenant to Tenant with regard to the Sublease Premises other than as disclosed in the Sublease, a true and complete copy of which is attached hereto as Exhibit ------- A and incorporated herein by this reference. -
Appears in 1 contract
Samples: Sublease Agreement (Cost U Less Inc)
Master Lease. A. All (a) Sublessor is the obligations contained in lessee of the Premises by virtue of the Master Lease conferred Lease", wherein C.M Stratplan, Inc. and imposed upon Sublessor C.M. Winprop, Inc. are the lessor, (as Tenant therein"Master Lessor").
(b) This Sublease is and shall at all times be borne by subject and subordinate to the Master Lease.
(c) The terms, conditions and respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then the provisions word "Lessor" is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word "Lessee" is used it shall be deemed to mean the Sublessee herein.
(d) During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease (the "Sublessee's Assumed Obligations"), except for the obligations that Sublessee has not assumed under this Paragraph 7, hereinafter referred to as the "Sublessor's Remaining Obligations". Sublessor's Remaining Obligations shall mean all financial obligations payable to the Master Lessor under the Master Lease by Sublessor as Tenant thereunder.
(e) If, at any time and from time to time, Sublessee requests that Landlord provide Sublessee any special services (after-hours HVAC, special janitorial services or any other services or facilities for which Landlord is permitted to assess a separate charge in addition to Base Rent) other than the construction or installation of Alterations, Landlord may (but shall not be required to) provide the requested services to Sublessee only with Sublessor's specific consent. In the event that Landlord provides such special services, with Sublessor 's specific consent, Landlord's charges for such special services (at Landlord's normal rates or at Landlord's cost plus Landlord's normal administrative charge) shall constitute Monthly Rent under the Lease for which Sublessor shall be liable. Sublessee shall pay such charges to Landlord as and when due and shall indemnify Sublessor against any liability in respect of such charges
(f) Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys' fees, arising out of Sublessee's failure to comply with or perform Sublessee's Assumed Obligations. Initials ______ _______ December 19, 2002 Sublease Agreement re: 0000 Xxxxx Xxxxx, Ste 115, Pleasanton, CA Horgarty Funding /Brightstar
(g) Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject however, to any earlier termination of the Master Lease shall prevailwithout the fault of the Sublessor, and to comply with or perform Sublessor's Remaining Obligations and to hold Sublessee free and harmless from all liability, judgments, costs, damages, claims or demands arising out of Sublessor's failure to comply with or perform Sublessor's Remaining Obligations.
B. (h) Sublessor represents to Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage that the Master Lease is in full force and effect and that no default exists on the part of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant party to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Samples: Sublease Agreement (Brightstar Information Technology Group Inc)
Master Lease. A. All Notwithstanding the obligations contained foregoing with respect to the Master Lease, the Fee Mortgagor and Leasehold Mortgagor warrant, represent, covenant and agree, respectively, as is applicable to each party, as follows:
(a) The Master Lease is a complete statement of the agreement between the parties thereto with respect to the letting of the Mortgaged Property and except as set forth therein, has not been terminated, amended, modified, extended, shortened in term, or restated in any respect. The Master Lease is currently in full force and effect according to its terms and is a binding obligation of the Leasehold Mortgagor and Fee Mortgagor as of the date hereof; and there exits no default (nor any events which, with the passage of time, the giving of notice, or both, would cause a default or an Event of Default under any term or terms of the Master Lease, or any other circumstance which would cause either party to terminate the interest of the other party in the Master Lease conferred Lease.
(b) Leasehold Mortgagor will pay all rent and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved other charges required under the Master Lease as and when duethe same are due and Fee Mortgagor and Leasehold Mortgagor will keep, observe and perform, or cause to be kept, observed and performed, all of the other material terms, covenants, provisions and agreements of the Master Lease for which it is responsible, and will not in any manner, cancel, terminate, shorten the term or surrender, or permit any cancellation, termination, surrender or shortening of the term of the Master Lease, in whole or in part, or, without the written consent of Mortgagee (which consent shall not be unreasonably withheld), either orally or in writing, modify, amend or permit any modification or amendment of any of the terms thereof in any manner which adversely affects this Mortgage or Mortgagee, or consent to the subordination of the Master Lease to any mortgage of the fee interest of Fee Mortgagor, and any attempt on the part of the Fee Mortgagor or Leasehold Mortgagor to exercise any of the foregoing without such written consent of Mortgagee 34 38 shall not be binding on Mortgagee if Mortgagee succeeds to the interest of Fee Mortgagor or Leasehold Mortgagor under the Master Lease.
(c) Each of the Mortgagors, respectively, will perform Sublessor's insurance do, or cause to be done, all things necessary to prevent any default under the Master Lease, or any termination, surrender, cancellation, forfeiture or impairment thereof.
(d) Each Mortgagor will use reasonable efforts to enforce the obligations of each Mortgagor under the Master Lease, and will otherwise fully promptly notify Mortgagee in writing of any default by the Fee Mortgagor or by Leasehold Mortgagor in the performance or observance of any of the terms, covenants and faithfully perform conditions on the terms part of Fee Mortgagor or Leasehold Mortgagor, as the case may be, to be performed or observed under the Master Lease and Fee Mortgagor or Leasehold Mortgagor will promptly advise Mortgagee in writing of the occurrences of any default under the Master Lease and of the giving of any notice by Leasehold Mortgagor to Fee Mortgagor or Fee Mortgagor to Leasehold Mortgagor, as the case may be, of any default by Fee Mortgagor or Leasehold Mortgagor, as the case may be, in performance or observance of any of the terms, covenants or conditions of the Master Lease with respect on the part of Fee Mortgagor or Leasehold Mortgagor to be performed or observed and will promptly deliver to Mortgagee a true copy of each such notice.
(e) Fee Mortgagor shall not institute any action or proceeding to evict Leasehold Mortgagor or to recover possession of the Mortgaged Property or any part thereof or for any other purpose affecting the Master Lease or this Mortgage without Mortgagee's prior written consent and in such event, Fee Mortgagor will, immediately upon service thereof on or to Leasehold Mortgagor, deliver to Mortgagee a true copy of each petition, summons, complaint, notice or motion, order to show cause and of all other provisions, pleadings, and papers, however designated, served in any such action or proceeding.
(f) Fee Mortgagor and Leasehold Mortgagor covenant and agree that unless Mortgagee shall otherwise expressly consent in writing, the fee title to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of property, if any, demised by the Master Lease and the Sublease on its part Mortgaged Property shall not merge but shall always remain separate and distinct, notwithstanding the union of said estates either in Fee Mortgagor, Leasehold Mortgagor, or a third party by purchase or otherwise;
(g) No release or forbearance of any of the Fee Mortgagor or Leasehold Mortgagor's obligations under the Master Lease, pursuant to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or otherwise, shall release Fee Mortgagor or Leasehold Mortgagor from any of its obligations under this Mortgage, including Leasehold Mortgagor's obligation with respect to the payment of rent as provided for in the Master Lease and the performance of all of the terms, provisions, covenants, conditions and agreements contained in the 35 39 Master Lease, to be kept, performed and complied with by Fee Mortgagor or Leasehold Mortgagor as landlord and tenant, respectively, therein.
(h) The lien of this mortgage shall attach to all of Leasehold Mortgagor's rights and remedies at any time arising under or pursuant to Subsection 365(h) of Sublessor the Bankruptcy Code, 11 U.S.C. Section 365(h), including, without limitation, all of Leasehold Mortgagor's rights to remain in possession of the Mortgaged Property.
(i) Fee Mortgagor or Leasehold Mortgagor shall not, without Mortgagee's prior written consent, elect to treat the Master Lease as tenant terminated under Subsection 365(h) (1) of the Bankruptcy Code, 11 U.S.C. Section 365(h)(1). Any such election made without Mortgagee's consent shall be void.
(j) Leasehold Mortgagor hereby unconditionally assigns, transfers and sets over to the Mortgagee all of Leasehold Mortgagor's claims and rights to the payment of damages arising from any rejection of the Master Lease by Fee Mortgagor or any other fee owner of the Mortgaged Property under the Bankruptcy Code. Mortgagee shall have the right to proceed in its own name or in the name of Leasehold Mortgagor in respect of any claim suit, action or proceeding relating to the rejection of the Master Lease, including, without limitation, the right to file and prosecute any proofs of claim, complaints, motions, applications, notices and other documents and any and all rights to vote with respect to such matters, in any case in respect to the Fee Mortgagor or any fee owner under the Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all of the obligations secured by this Mortgage shall have been satisfied and discharged in full. Any amounts received by Mortgagee as damages arising out of the rejection of the Master Lease as aforesaid shall be applied first to all costs and expenses of Mortgagee (including, without limitation, reasonable attorneys' fees) incurred in connection with the exercise of any of its rights or remedies under this section.
(k) If pursuant to Subsection 365(h)(2) of the Bankruptcy Code, 11 U.S.C. Section 365(h)(2), Mortgagor shall seek to offset against the rent reserved in the Master Lease the amount of any damages caused by the nonperformance by the Landlord or any fee owner of any of their obligations under the Master Lease to be endangered, cancelled, terminated, forfeited after the rejection by the Landlord or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions fee owner of the Master Lease and this Sublease which would permit Sublessee under the Bankruptcy Code, Mortgagor shall, prior to effecting such offset, notify Mortgagee of its intent to do or cause so, setting forth the amounts proposed to be done so offset and the basis therefor. Mortgagee shall have the right to object to all or any act which is prohibited by part of such offset that, in the Master Lease then the provisions reasonable judgment of Mortgagee, would constitute a breach of the Master Lease shall prevail.
B. Sublessee shall pay to SublessorLease, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of such objection, Mortgagor shall not effect any offset of the amounts so objected to by Mortgagee. Neither Mortgagee's failure to object as aforesaid nor any objection relating to such offset shall constitute an approval of any such default or failure of performance offset by Master LandlordMortgagee. Mortgagor shall pay and protect Mortgagee, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.and indemnify and save
Appears in 1 contract
Samples: Mortgage and Security Agreement (Starwood Lodging Corp)
Master Lease. A. All (a) Subtenant takes possession of the obligations Subleased Premises, and enters into this Sublease, subject and subordinate to all of the terms, covenants, conditions, and restrictions of the Master Lease. Neither Sublandlord nor Subtenant shall by act or omission cause a breach of any of the terms, covenants, conditions, and restrictions contained in the Master Lease. Sublandlord shall not agree to any amendment, modification or termination of the Master Lease conferred that materially adversely impacts the rights and imposed upon Sublessor obligations of Subtenant hereunder without Subtenant’s prior written consent. Except to the extent incorporated by reference in this Sublease, none of the terms, covenants, conditions and restrictions of the Master Lease are incorporated herein to define the agreement as between Sublandlord and Subtenant. With respect to any obligation of Subtenant to be performed under this Sublease, unless otherwise expressly stated in this Sublease, wherever the Master Lease grants to Sublandlord a specified number of days after notice or other time condition to perform its corresponding obligation under the Master Lease (excluding the payment of Rent), Subtenant shall have two (2) fewer days to perform the obligation, including without limitation curing any defaults. Any default notice or other notice of any obligations (including any billing or invoice for any Rent or any other expense or charge due under the Master Lease) from Master Landlord which is received by Subtenant (whether directly or as Tenant thereina result of being forwarded by Sublandlord) shall constitute such notice from Sublandlord to Subtenant under this Sublease without the need for any additional notice from Sublandlord.
(b) Sublandlord shall not be borne deemed to have made any representation made by Sublessor and Sublessee Master Landlord in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectivelyMaster Lease. Moreover, except as modified and amended by this Subleaseotherwise provided herein to the contrary, and all rights and privileges contained Sublandlord shall not be obligated:
(i) to provide any of the services or utilities that Master Landlord has agreed in the Master Lease conferred upon Sublessor to provide;
(as Tenant therein), are hereby conferred and imposed upon Sublessee, ii) to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment any of the rentals reserved repairs or restorations that Master Landlord has agreed in the Master Lease to make; or
(iii) to comply with any Laws or requirements of public authorities with which Master Landlord has agreed in the Master Lease to comply; and Sublandlord shall have no liability to Subtenant on account of any failure of Master Landlord to do so, or on account of any failure by Master Landlord to observe or perform any of the terms, covenants or conditions of the Master Lease required to be observed or performed by Master Landlord; provided Sublandlord agrees to use commercially reasonable efforts to enforce Master Landlord’s obligations under the Master Lease as on Subtenant’s behalf.
(c) Notwithstanding the foregoing, Sublandlord grants to Subtenant the right to receive all of the services and when due, will perform Sublessor's insurance obligations benefits with respect to the Subleased Premises that are to be provided by Master Landlord under the Master Lease, and will otherwise fully and faithfully perform . To the terms and conditions of extent that rent is abated under the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions any portion of the Master Lease and Subleased Premises, Subtenant shall be entitled to an abatement of rent under this Sublease, in proportion to the Sublease on its part degree to be performed. Neither which Subtenant’s use is impaired by the Sublessor nor Sublessee shall do or cause occurrence which led to be done any act which would or might cause the abatement of rent under the Master Lease.
(d) If (i) Subtenant shall fail to perform any of its obligations hereunder and such failure shall continue beyond any cure period provided for herein, or the rights (ii) Master Landlord shall give any notice of Sublessor as tenant failure or default under the Master Lease arising out of any failure by Subtenant to be endangeredperform any of its obligations hereunder then, cancelledin either case, terminatedSublandlord shall have the right (but not the obligation), forfeited upon at least two (2) days’ prior written notice to Subtenant, to perform or surrenderedendeavor to perform such obligation, or which would or might cause Sublessor to be in default thereunder or liable for any damageat Subtenant’s expense, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to SublessorSubtenant shall, within ten (10) days after demand therefor of Sublandlord’s demands from time to time, reimburse Sublandlord for all costs and expenses incurred by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master LeaseSublandlord in doing so as Rent.
C. Notwithstanding anything (e) Subtenant shall promptly execute, acknowledge and deliver to Sublandlord, any certificate or other document evidencing the contrary herein contained, Sublessor shall have no duty itself to perform any obligations status of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance subordination of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.this Sublease
Appears in 1 contract
Samples: Sublease (Exelixis Inc)
Master Lease. A. All This Lease constitutes one indivisible lease of the obligations contained entire Premises. The Premises constitute one economic unit and the Base Rent and all other provisions have been negotiated and agreed to, based on a lease of all of the Premises as a single, composite, inseparable transaction. This Lease would not have been made on these terms if it was not a single indivisible lease. Except as expressly provided herein for specific, isolated purposes (and then only to the extent expressly otherwise stated), all provisions of this Lease shall apply to all the Premises as one unit and any Event of Default under this Lease is an Event of Default as to the entire Premises. The parties intend that the provisions of this Lease shall at all times be construed, interpreted and applied so as to carry out their mutual objective to create a single indivisible lease of all the Premises and, in particular but without limitation, that for purposes of any assumption, rejection or assignment of this Lease under the Master Bankruptcy Code, this is one indivisible and nonseverable lease and executory contract dealing with one legal and economic unit which must be assumed, rejected or assigned as a whole with respect to all (and only all) the Premises covered hereby. The parties agree that the existence of more than one Landlord under this Lease conferred does not affect the indivisible, nonseverable nature of this Lease. The parties may amend this Lease from time to time to include one or more additional properties as part of the Premises and imposed upon Sublessor such future addition to the Premises shall not in any way change the indivisible and nonseverable nature of this Lease and all of the foregoing provisions shall continue to apply in full force. Each Landlord hereby appoints American Healthcare Investors, LLC, a Delaware limited liability company (the “Landlord’s Representative”) as the agent and lawful attorney‑in‑fact of such Landlord to act for such Landlord for all purposes and actions of Landlord under this Lease, and Tenant therein) shall be borne entitled to conclusively rely on any action taken (including without limitation, any consent, approval, or amendment to this Lease) or notice given or received by Sublessor Landlord’s Representative as being by or from Landlord in respect of this Lease. At all times during the Term hereof, Landlord shall maintain a Landlord’s Representative with the powers and Sublessee authority referred to hereinabove, and provide Tenant with written notice of the identity and contact information for such Landlord’s Representative. All notices, consents, waivers and all other documents and instruments executed by Landlord’s Representative pursuant to the Lease from time to time and all other actions of Landlord’s Representative on behalf of Landlord under the Lease shall be binding upon every entity comprising Landlord. All notices or communications from Tenant to the Landlord’s Representative shall be conclusively deemed to have been communicated or delivered to Landlord in accordance with the Sublessor's Percentage terms of this Lease. Landlord may designate a different individual to serve as Landlord’s Representative, provided that no such designation shall be effective as to Tenant unless and until Landlord delivers written notice thereof to Tenant. Simultaneously with the Sublessee's Percentageexecution of this Lease, respectively, except as modified and amended by this SubleaseTenant shall execute each of the Operating Subleases, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or Operating Subtenants to execute and deliver the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailOperating Subleases.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Samples: Master Lease (Griffin-American Healthcare REIT IV, Inc.)
Master Lease. A. All This Sublease is subject and subordinate to the obligations contained in Master Lease. Except as may be inconsistent with the terms and provisions hereof and of any consent to this Sublease executed by Sublessor, Sublessee and the Master Lessor, the terms and provisions of the Master Lease conferred (including, without limitation, any and imposed upon Sublessor (as Tenant thereinall terms or provisions concerning hazardous waste and/or environmental condition, compliance, inspection, liability and/or indemnity, and/or rights of removal concerning improvements, machinery, equipment and other personal property on the Subleased Premises; specifically including, without limitation, Paragraphs 5 and 6 of the Fourth Amendment, and Paragraph 14 of the Original Master Lease, respectively) shall be borne by Sublessor applicable to this Sublease as and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. that such provisions relate to the Subleased Premises, and shall be incorporated into this Sublease (i) as if Sublessor covenants and agrees it will make payment of the rentals reserved were Lessor under the Master Lease as and when due, will perform Sublessor's insurance obligations Sublessee were Lessee under the Master Lease, and will otherwise fully (ii) as if the Subleased Premises were the Leased Premises under the Master Lease, except to the extent inconsistent with the agreements and faithfully perform understandings expressed in this Sublease or to the extent prior to the Sublease Commencement Date or after the expiration of the Sublease term. Notwithstanding the foregoing, the following provisions of the Master Lease are expressly not incorporated herein and such provisions shall have no application to Sublessee or the Subleased Premises:
A. Paragraphs 17, 18 and 20, the first sentence of Paragraph 22, Paragraph 23 and any provision creating constxxxxxxx xx xxxxxxxxxxx obligations contained in Paragraph 24 (it being understood that Sublessor shall have no such obligations and that Sublessee shall have access to the road described therein) of the Original Master Lease;
B. Any provision creating construction or maintenance obligations, and/or any provision passing an "exclusive" use, contained in Paragraphs 1 and/or 2 (it being understood that Sublessor shall have no such obligations and that Sublessor and Sublessee shall share the rights to access, ingress and egress and any other rights of use or easements created or described therein), Paragraph 5 and the second paragraph of Paragraph 6 of the First Amendment;
C. Paragraph 4 of the Fourth Amendment;
D. Paragraph 5 of the Fifth Amendment; and
E. Paragraphs 5, 6 and 7 the Seventh Amendment. Where reasonably necessary, the terms of the Master Lease, as incorporated into this Sublease as aforesaid, shall be construed in light of the fact that Sublessor (unlike Master Lessor) does not own a fee interest in the Subleased Premises but only a leasehold interest under the Master Lease. Sublessor and Sublessee anticipate that Master Lessor's performance in accordance with the Master Lease shall fulfill the equivalent obligation of Sublessor hereunder, and in the event of Master Lessor's default under the Master Lease, Sublessee's rights shall be limited as provided in the following subparagraph of this Section 5. As between Sublessor and Sublessee, if the terms of this Sublease conflict with the terms of the Master Lease, then the terms of this Sublease shall control. Sublessee shall perform and observe all the obligations, covenants and conditions contained in the Master Lease on Sublessor's part that are incorporated hereinabove by reference and to the extent that the obligations, covenants and conditions apply and accrue from and after the Sublease Commencement Date. Each of Sublessor and Sublessee will not cause or allow to be caused any default under the Master Lease as to its respective portion thereof. Sublessee hereby indemnifies and holds Sublessor harmless from and against any claim, loss, damage, expense (including without limitation reasonable attorneys' fees and costs) or liability arising under the Master Lease with respect to the SublessorSubleased Premises, from and after the Sublease Commencement Date, from or related to Sublessee's Percentage. Sublessee covenants and agrees failure to otherwise fully and faithfully perform the terms and conditions Sublessee's obligations under this Sublease, including, without limitation, those obligations of Sublessor pursuant to the Master Lease which are incorporated herein by reference. Sublessee acknowledges that it has received and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause reviewed the Master Lease, in the form attached hereto as Exhibit A. Except as may be expressly set forth in Section 4 above, Sublessee is not relying on, and Sublessor has made no representations, warranties or statements regarding, the interpretation or application of the terms of the Master Lease. At Sublessee's written request, Sublessor will exercise the rights of and remedies Sublessor as tenant has under the Master Lease with respect to the Subleased Premises, and at law or in equity, so designated by Sublessee in its request. Such rights and remedies shall be endangeredpursued diligently by Sublessor; however, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay be obligated to reimburse Sublessor for Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage reasonable out-of-pocket costs of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Leaseexercising such rights or remedies. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein containedcontained in this Sublease, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such not be deemed in default of the Master Landlord affect under this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by if Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord Lessor fails to perform its obligations under the Master Lease. Sublessee shall indemnify, hold harmless and defend (with counsel reasonably satisfactory to Sublessor) Sublessor from and against any claim, loss, damage, expense or liability arising from or in connection with Sublessor's assertion of rights or pursuit of remedies under the Master Lease either (a) at the request of Sublessee or (b) following Sublessee's assertion of the same right or pursuit of the same remedy against Sublessor under this Sublease upon grounds which, if proven, would justify the pursuit of the same right or remedy under the Master Lease (e.g., termination in the event of condemnation). The foregoing notwithstanding, Sublessor shall not be required to do or perform any act which would constitute a default by Sublessor under the Master Lease. In the event that Sublessor receives notice of default from Master Lessor under the Master Lease, Sublessor shall immediately notify Sublessee of the same, and Sublessee shall have the right, but not the obligation, to attempt to cure such default, in which event Sublessor shall reimburse Sublessee for all reasonable costs related to such cure expended by Sublessee. If Sublessee cures such default, and Sublessor fails to reimburse Sublessee for the cost of such cure within thirty (30) days of Sublessee's demand therefor, Sublessee shall be entitled to demand and receive an assignment by Sublessor of all of Sublessor's right, title and interest under the Master Lease, and Sublessor agrees to execute and deliver such assignment to Sublessee within thirty (30) days following Sublessor's receipt of Sublessee's demand for such assignment, pursuant to the terms of this paragraph. Notwithstanding any provision to the contrary of this Sublease or of any consent to this Sublease executed by Sublessor, Sublessee and the Master Lessor, in no event shall Sublessee be entitled to receive assignment of the Master Lease pursuant the terms of this Section 5 (or of any such consent) if (i) the default under the Master Lease giving rise to such right of assignment shall occur as a result of any act or omission of the Sublessee (including, without limitation, any act or omission constituting a default by Sublessee under Section 14 of this Sublease), or (ii) this Sublease has been terminated (in accordance with the terms of this Sublease) prior to the date of such default.
Appears in 1 contract
Samples: Assignment and Assumption of Lease and Sublease (Martin Midstream Partners Lp)
Master Lease. A. All 5.1 Subtenant and Sublandlord, and each of them, hereby agree that they will not do or permit to be done anything which would constitute a violation or breach of any of the obligations contained in terms, conditions or provisions of the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in or which would cause the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent be terminated or forfeited by virtue of Sublessee's Percentage. Sublessor covenants and agrees it will make payment any risks of the rentals termination or forfeiture reserved under the by or vested in Master Lease as and when due, will perform Sublessor's insurance obligations Landlord.
5.2 If Sublandlord defaults under the Master Lease, Master Landlord hereby agrees to give Subtenant written notice of the default and will otherwise fully Subtenant shall have five (5) days from the date such notice is given to Subtenant to cure such default or a reasonable time if a non-monetary default can not reasonably be cured within five (5) days; provided that Subtenant shall have no obligation to cure any such default by Sublandlord. Notwithstanding anything to the contrary contained herein, any and faithfully perform the terms and conditions of all amounts expended by Subenant to cure Sublandlord's default under the Master Lease with respect shall serve as an offset against any monies owed to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of Sublandlord by Subtenant under this Sublease.
5.3 If there is a default under the Master Lease by Sublandlord, and Master Landlord and Subtenant are able to agree on the Sublease on its part to be performed. Neither terms of the Sublessor nor Sublessee shall do or cause to be done new direct lease between Master Landlord and Subtenant, including payment of all past-due monetary payments and cure of any act which would or might cause other defaults under the Master Lease, Sublandlord hereby agrees that the Master Lease may be terminated by Master Landlord and that Master Landlord and Subtenant shall have the right, without any other further action, agreement or document from or on behalf of Sublandlord, to enter into the rights new direct lease, and the Master Lease shall be deemed terminated as of Sublessor the date of execution of such new direct lease (the "Master Lease Termination Date") between Master Landlord and Subtenant and Sublandlord shall be released of all obligations under the Master Lease accruing after the Master Lease Termination Date; provided, however, Master Landlord and Subtenant may enter into such new lease without waiving any rights, remedies or claims either may have against Sublandlord as tenant a result of the default under the Master Lease which accrued prior to the Master Lease Termination Date, and all such rights, remedies and claims shall be deemed preserved and survive the termination of Master Lease as specified herein.
5.4 If Sublandlord is given the right under the Master Lease to be endangeredterminate the Master Lease (e.g. in case of destruction or condemnation), cancelledSubtenant shall have the right, in its sole discretion, to determine whether it wishes to have the Master Lease terminated. If Subtenant elects to have the Master Lease terminated, forfeited or surrendered, or which would or might cause Sublessor Subtenant shall terminate this Sublease and Sublandlord shall terminate the Master Lease. If Subtenant elects not to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing terminate this Sublease, that if there then Sublandlord shall promptly take such action as is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable necessary under the Master Lease) due pursuant , if any, to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date prevent any such sum shall be due and owing under the Master Leasetermination from occurring.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Master Lease. A. All This is a Sublease, and this Sublease is subject to and subordinate in all respects, to the Master Lease. To the extent not inconsistent with this Sublease, the Master Lease, except for Subparagraphs 1(d), (e), (g), (i), (j) and (k), and Xxxxxxxxxx 0, 00, 00, 00, 00, 00, 00, 00 and Exhibits B and E thereof, is incorporated herein by reference as if fully set forth herein. Sublessee agrees that nothing herein contained shall be deemed to grant Sublessee any rights that would conflict with any of the covenants and conditions of the Master Lease, and Sublessee agrees that it will do nothing in, on or about the Sublease Premises which would result in the breach by Sublessor or its undertakings and obligations under the Master Lease. Except as specifically provided in this Sublease, nothing contained in this Sublease shall be construed as a guarantee by Sublessor of any of the obligations, covenants, warranties, agreements or undertakings of Landlord in the Master Lease, nor as an undertaking by Sublessor or Sublessee on the same or similar terms as are contained in the Master Lease conferred Lease. From and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with after the Sublessor's Percentage and the Sublessee's Percentage, respectivelySublease Commencement Date, except as modified and amended by this Subleaseset forth herein, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, with respect to the extent Sublease Premises Sublessee agrees to assume and be bound by all of Sublessee's Percentage. Sublessor the covenants and agrees it will make payment of the rentals reserved agreements made by Sublessor under the Master Lease and to perform all of the duties, responsibilities and obligations of the Sublessor under the Master Lease (the "Master Lease Obligations"), in each case substituting Sublessor for Landlord (as defined in the Master Lease) and when due, will perform Sublessor's insurance obligations Sublessee for Tenant (as defined in the Master Lease) under the Master Lease, and will otherwise fully and faithfully to hold Sublessor harmless from any damages, responsibility or liability which Sublessor may incur by virtue of Sublessee's occupancy of the Sublease Premises or any failure of Sublessee to perform the terms and conditions under this Sublease, including, but not limited to, performance of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailObligations.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Samples: Sublease (LKQ Corp)
Master Lease. A. All 6.1 Sublessor is the obligations contained in lessee of the Premises by virtue of the “Master Lease conferred Lease”, wherein Dxxxxxx Exxxxx 2000, LLC, a Delaware limited liability company is the Lessor, hereinafter the “Master Lessor”.
6.2 This Sublease is and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor at all times subject and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, subordinate to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease.
6.3 The terms, conditions and will otherwise fully respective obligations of Sublessor and faithfully perform sublessee to each other under this Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the Master Lease then the provisions terms of the Master Lease this Sublease document shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease the word “Lessor” is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word “Lessee” is used it shall not demand such payment be deemed to mean the Sublessee herein.
6.4 During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the date which is thirty (30) days before termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the date any such sum shall be due benefit of Sublessor and owing Master Lessor, each and every obligation of Sublessor under the Master LeaseLease except for the following paragraphs which are excluded there from: All terms and conditions pertaining exclusively to Suite M100.
C. Notwithstanding anything 6.5 The obligations that Sublessee has assumed under paragraph 6.4 hereof are hereinafter referred to as the contrary herein contained“Sublessee’s Assumed Obligations”. The obligations that Sublessee has not assumed under paragraph 6.4 hereof are hereinafter referred to as the “Sublessor’s Remaining Obligations”.
6.6 Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys fee, arising out of Sublessee’s failure to comply with or perform Sublessee’s Assumed Obligations.
6.7 Sublessor shall have no duty itself agrees to perform maintain the Master Lease during the entire term of this Sublease, subject, however, to any obligations earlier termination of the Master Landlord, nor shall such default lease without the fault of the Sublessor, and to comply with or perform Sublessor’s Remaining Obligations and to hold Sublessee free and harmless from all liability, judgments, costs, damages, claims or demands arising out of Sublessor’s failure to comply with or perform Sublessor’s Remaining Obligations.
6.8 Sublessor represents to Sublessee that the Master Landlord affect this Sublease or waive or defer Lease is in full force and effect and that no default exists on the performance part of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, Party to make immediate demand upon Master Landlord to perform its obligations under the Master Leaselease.
Appears in 1 contract
Samples: Sublease Agreement (All American Pet Company, Inc.)
Master Lease. A. All the obligations contained in Subtenant acknowledges receipt of the Master Lease conferred Xxxxx and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance all cases agrees to comply with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect as required by the tenant thereunder, except as specifically set forth herein, and except to the Sublessor's Percentageextent of any conflict between this Sublease and the Master Lease, in which case this Sublease shall control as between Sublandlord and Subtenant. Sublessee covenants It is the intent of the Sublandlord and agrees Subtenant that in all cases, except when Sublandlord must take certain direct actions with Master Landlord pursuant to otherwise fully the Master Lease and/or this Sublease (for example, the direct payment of the Rent and faithfully perform any other applicable sums of money to be paid by Sublandlord to Master Landlord and Sublandlord’s obligation to maintain the required insurance under the Master Lease), Subtenant shall comply with all terms and conditions of the Master Lease and as if it where the Sublease on its part tenant thereunder. Subject to the immediately prior grammatical sentence, neither Sublandlord nor Subtenant shall take any actions or fail to take any actions to cause a default under the Master Lease. Neither Sublandlord nor Subtenant shall amend or terminate or take any actions that would result in an amendment or termination of the Master Lease without the prior written consent of the other (with such consent not to be performedunreasonably withheld, delayed or conditioned). Neither Sublandlord and Subtenant shall each provide the Sublessor nor Sublessee other with a copy of all notices received from Master Landlord. Sublandlord and Subtenant shall do reasonably cooperate with each other and at the request of the other to communicate with Master Landlord to resolve any reasonable issues or cause to be done any act which would concerns or might cause defaults by Master Landlord under the Master Lease. As clarification, in accordance with Section 19.1.2 of the Master Lease, or Subtenant shall become directly liable to Master Landlord for all obligations of the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penaltyLease. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions In accordance with such Section of the Master Lease (but without limiting Sublandlord’s obligations under this Sublease), Subtenant shall perform and this Sublease which would permit Sublessee to do or cause observe all the agreements, covenants, conditions and provisions to be done any act which is prohibited performed and observed by the Master Lease then the provisions of tenant under the Master Lease Xxxxx and the Master Landlord shall prevail.
B. Sublessee shall pay have the right to Sublessorenforce such agreements, within ten covenants and conditions directly against Subtenant. Sublandlord represents and warrants to Subtenant, to Sublandlord’s actual knowledge, (10i) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable Sublandlord is not in default under the Master Lease, (ii) due pursuant whether or not a default has technically occurred, the Premises are in compliance with all Applicable Laws, but only to the Master Lease. Sublessor shall not demand extent such payment prior to the date which compliance is thirty (30) days before the date any such sum shall be due and owing Sublandlord’s obligation under the Master Lease.
C. Notwithstanding anything , and (iii) whether or not a default has technically occurred, the Building’s systems are in good working order, but only to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall extent such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations compliance is Sublandlord’s obligation under the Master Lease). Sublandlord shall, and does hereby, indemnify, release, and save harmless Subtenant and Subtenant’s affiliates, trustees, subsidiaries, beneficiaries, partners, agents, contractors, shareholders, members, managers, lenders, employees, officers, attorneys, shareholders, and directors (hereinafter called “Subtenant Group”) from and against any and all suits, liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including reasonable attorneys’ fees and other professional fees that may be imposed upon, incurred by or asserted against any of such indemnified parties, arising out of or related to a breach of the foregoing representations and warranties.
Appears in 1 contract
Master Lease. A. All The provisions of the Master Lease, attached hereto as Exhibit "B" are, except as otherwise herein specifically provided, hereby incorporated in this Sublease with the same effect as if entirely rewritten herein, and shall fix the rights and obligations contained of the parties hereto with respect to the Sublease Premises with the same effect as if Sublessor and Sublessee were, respectively, the landlord and tenant named in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Lease. Sublessee in accordance with hereby covenants to perform all of the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment undertakings of the rentals reserved under the Master Lease Sublessor as and when due, will perform Sublessor's insurance obligations tenant under the Master Lease, including providing insurance coverage, during the term of this Sublease, and will otherwise fully and faithfully perform agrees not to do or permit to be done any act which shall result in a breach or violation of any of the terms and conditions of the Master Lease with respect Lease. Except as otherwise specifically provided herein, Sublessee is to have the Sublessor's Percentage. Sublessee benefit of the covenants and agrees to otherwise fully and faithfully perform the terms and conditions undertaking of Owner as landlord in the Master Lease and to the extent the same are applicable to the Sublease on its part Premises during the term of this Sublease. It is expressly understood and agreed, however, that Sublessor is not in the position to be performed. Neither render any of the services or to perform any of the obligations required of Sublessor nor Sublessee shall do or cause to be done any act by the terms of this Sublease which would or might cause are the responsibility of Owner as landlord under the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, and that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, of its obligations hereunder are conditioned upon notice from Sublessee, to make immediate demand upon Master Landlord to perform due performance by Owner of its corresponding obligations under the Master Lease. It is further understood and agreed, therefore, that notwithstanding anything to the contrary contained in this Sublease, Sublessor shall not be in default under this Sublease for failure to render such services or perform such obligations required of Sublessor by the terms of the Sublease which are the responsibility of the Owner as landlord under the Master Lease, but Sublessor agrees to take all reasonable measures to insure that Owner performs said obligations. The term "reasonable measures" shall not include legal action against Owner for its failure to so perform, unless Sublessee agrees to pay all costs and expenses incurred in connection therewith. In the event of the cancellation or termination of the Master Lease prior to the expiration date thereof and prior to the expiration date of this Sublease, or in the event of the surrender thereof, whether voluntary, involuntary or by operation of law, the Sublessee shall make full and complete attornment to the Owner for the balance of the terms of this Sublease, upon the same covenants and conditions as are contained herein.
Appears in 1 contract
Master Lease. A. All Except as otherwise expressly provided herein, Subtenant and this Sublease shall be subject in all respects to the obligations contained in terms of, and the rights of the Landlord under, the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee to the lien of any mortgages or trust deeds, now or hereafter in accordance with force against the Sublessor's Percentage and the Sublessee's PercentageAirport, respectively, except as modified and amended by this Subleaseif any, and to all rights renewals, extensions, modifications, consolidations and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Leasereplacements thereof, and will to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground lease or underlying leases, require in writing that this Sublease be superior thereto. Except as otherwise fully and faithfully perform expressly provided below, the terms covenants, agreements, terms, provisions and conditions of the Master Lease with respect insofar as they relate to the Sublessor's Percentage. Sublessee covenants Subleased Premises and agrees to otherwise fully and faithfully perform insofar as they are not inconsistent with the terms of this Sublease are made a part of and conditions incorporated into this Sublease as if recited herein in full. In the event of a conflict between the terms of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights terms of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee (other than terms respecting payment of rent or respecting Sublandlord's obligations to do or cause to be done any act which is prohibited by Subtenant), the Master Lease then the provisions terms of the Master Lease shall prevail.
B. Sublessee control. Subtenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof, to attorn, without any deductions or set-offs whatsoever, to the purchaser upon any such foreclosure sale or deed in lieu thereof if so requested to do so by such purchaser and to recognize such purchaser as the lessor under this Sublease, and (ii) any cancellation, surrender or amendment of this Sublease without the prior written consent of the holders of the lien of any mortgages or trust deeds and the lessors under any ground or underlying leases of the Airport, now or hereafter in force against the Airport, shall pay to Sublessorbe voidable by the holders of such mortgages or trust deeds or the lessors under such ground lease or underlying leases. Subtenant shall, within ten five (105) days after demand therefor of request by SublessorSublandlord, Sublessee's Percentage execute such further instruments or assurances as Sublandlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Sublease to any such mortgages, trust deeds, ground leases or underlying leases. Subtenant waives the provisions of any current or future statute, rule or law which may give or purport to give Subtenant any right or election to terminate or otherwise adversely affect this Sublease and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that Subtenant hereunder in the event of any such default foreclosure proceeding or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Leasesale.
Appears in 1 contract
Master Lease. A. All Lessee acknowledges that Lessor, as tenant, is currently leasing the obligations contained in the Premises from RVOP I LP, as landlord ("Master Landlord"), pursuant to an Agreement of Lease conferred and imposed upon Sublessor (dated December 22, 2003 as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Subleasea First Amendment to Lease Agreement dated August 11, 2015 between Liberty Property Limited Partnership, predecessor in interest to landlord ("Original Master Landlord"), and all rights and privileges contained in Lessor, as tenant, as assigned by Original Master Landlord to Master Landlord pursuant to an assignment dated December 3, 2015 (hereinafter collectively, the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the "Master Lease, "). Lessor and will otherwise fully Lessee acknowledge that the terms and faithfully perform conditions of this Lease are under and subject to the terms and conditions of the Master Lease Lease, and Lessee agrees to be bound by all of the non-monetary obligations of the Master Lease. Lessee shall have no monetary obligations with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or however, except as may be specifically set forth herein. This Lease is conditioned on Master Landlord's consent hereto. Lessor agrees to use commercially reasonable efforts to obtain Master Landlord's written consent to this Lease in the rights of Sublessor form attached hereto as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, Exhibit "C" within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Execution Date (such consent, in the form attached hereto as Exhibit "C", the "Master Landlord, nor shall such default of Landlord Consent"). If Lessor is unable to obtain the Master Landlord affect Consent within thirty (30) days of the Execution Date then (i) this Sublease or waive or defer Lease shall automatically terminate and be of no further force and effect, (ii) the performance of any of Sublessee' s obligations hereunder; providedDeposit shall be immediately refunded by Lessor to Lessee, nevertheless, that (iii) the amount on deposit in the event Escrow Deposit shall be distributed by Lessee to Lessor and Lessee in accordance with the provisions of this Agreement, and (iv) upon such refund and distribution, neither party shall have any such default further rights or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master this Lease.
Appears in 1 contract
Master Lease. A. All By the obligations contained in MASTER LEASE, Owners have leased to SUBLANDLORD the Master Lease conferred Xxxxxx Facility, as described and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor depicted on Exhibits A and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, B to the extent of Sublessee's PercentageNew Owner Lease. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect This Sublease is made subject to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between MASTER LEASE except where the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then MASTER LEASE are inconsistent with the provisions of this Sublease, in which case the Master Lease provisions of this Sublease will control. Where in the MASTER LEASE there are duties owed by Owners to SUBLANDLORD which are necessary for the proper enjoyment of this Sublease, SUBLANDLORD will make all commercially reasonable efforts to obtain the performance of such duties by Owners in favor of SUBTENANT, but SUBLANDLORD shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage not be liable for the failure of any and all sums (except fixed annual rent payable Owners under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself terms of MASTER LEASE to perform any said duties nor for the result of such failure. If Owners are in default of obligations and SUBLANDLORD is unsuccessful in obtaining Owners’ performance, then upon SUBTENANT’s written request, SUBLANDLORD shall assign to SUBTENANT its rights to enforce such defaulted obligations of the Master Landlord, nor shall such default MASTER LEASE against Owners. SUBTENANT hereby agrees to faithfully and promptly perform all of the Master Landlord affect this Sublease obligations and duties of SUBLANDLORD to Owners under the MASTER LEASE with respect only to the Leased Premises, except the obligation of SUBLANDLORD to pay rent, which obligation SUBLANDLORD agrees to continue to perform during the term hereof. Unless SUBLANDLORD is a party and has given written permission: SUBTENANT shall not communicate with any Owner or waive or defer the performance any other owner of any of Sublessee' s obligations hereunder; provided, nevertheless, that an interest in the event Xxxxxx Facility about the MASTER LEASE, this Sublease, the Tolling Agreement, or operations on or utilization of the Xxxxxx Facility or the Blue Stone Mine; and SUBTENANT shall not offer to purchase or lease all or any such default portion of the Xxxxxx Facility from any Owner or failure any other owner of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under an interest in the Master LeaseXxxxxx Facility without SUBLANDLORD’s prior written consent.
Appears in 1 contract
Samples: Sublease (DMC Global Inc.)
Master Lease. A. All (a) Subtenant takes possession of the obligations Subleased Premises, and enters into this Sublease, subject and subordinate to all of the terms, covenants, conditions, and restrictions of the Master Lease. Neither Sublandlord nor Subtenant shall by act or omission cause a breach of any of the terms, covenants, conditions, and restrictions contained in the Master Lease. Sublandlord shall not agree to, or take any actions giving rise to, any amendment, modification or termination of the Master Lease conferred that materially adversely impacts the rights and imposed upon Sublessor obligations of Subtenant hereunder without Subtenant’s prior written consent. Except to the extent incorporated by reference in this Sublease, none of the terms, covenants, conditions and restrictions of the Master Lease are incorporated herein to define the agreement as between Sublandlord and Subtenant. With respect to any obligation of Subtenant to be performed under this Sublease, wherever the Master Lease grants to Sublandlord a specified number of days after notice or other time condition to perform its corresponding obligation under the Master Lease (excluding the payment of Rent), Subtenant shall have two (2) fewer days to perform the obligation, including without limitation curing any defaults. Any default notice or other notice of any obligations (including any billing or invoice for any Rent or any other expense or charge due under the Master Lease) from Master Landlord which is received by Subtenant (whether directly or as Tenant thereina result of being forwarded by Sublandlord) shall constitute such notice from Sublandlord to Subtenant under this Sublease without the need for any additional notice from Sublandlord.
(b) Sublandlord shall not be borne deemed to have made any representation made by Sublessor and Sublessee Master Landlord in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectivelyMaster Lease. Moreover, except as modified and amended by this Subleaseotherwise provided herein to the contrary, and all rights and privileges contained Sublandlord shall not be obligated:
(i) to provide any of the services or utilities that Master Landlord has agreed in the Master Lease conferred upon Sublessor to provide;
(as Tenant therein), are hereby conferred and imposed upon Sublessee, ii) to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment any of the rentals reserved under repairs or restorations that Master Landlord has agreed in the Master Lease as and when due, will perform Sublessor's insurance obligations under to make; or
(iii) to comply with any Laws or requirements of public authorities with which Master Landlord has agreed in the Master LeaseLease to comply; and Sublandlord shall have no liability to Subtenant on account of any failure of Master Landlord to do so, and will otherwise fully and faithfully or on account of any failure by Master Landlord to observe or perform any of the terms and terms, covenants or conditions of the Master Lease required to be observed or performed by Master Landlord; provided Sublandlord agrees to use commercially reasonable efforts to enforce Master Landlord’s obligations under the Master Lease on Subtenant’s behalf.
(c) Notwithstanding the foregoing, Sublandlord grants to Subtenant the right to receive all of the services and benefits with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part Subleased Premises that are to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause provided by Master Landlord under the Master Lease.
(d) If (i) Subtenant shall fail to perform any of its obligations hereunder and such failure shall continue beyond any cure period provided for herein, or the rights (ii) Master Landlord shall give any notice of Sublessor as tenant failure or default under the Master Lease arising out of any failure by Subtenant to be endangeredperform any of its obligations hereunder then, cancelledin either case, terminatedSublandlord shall have the right (but not the obligation) to perform or endeavor to perform such obligation, forfeited or surrenderedat Subtenant’s expense, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to SublessorSubtenant shall, within ten (10) days after demand therefor of Sublandlord’s demands from time to time, reimburse Sublandlord for all costs and expenses incurred by SublessorSublandlord in doing so as Rent.
(e) Subtenant shall promptly execute, Sublessee's Percentage acknowledge and deliver to Sublandlord, any certificate or other document evidencing the status of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant Sublease or subordination of this Sublease to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due , that Sublandlord or Master Landlord may reasonably request, in accordance with Sections 17, 19.11 and owing under 19.16 of the Master Lease.
C. Notwithstanding anything to the contrary , which are incorporated herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect by this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; reference (provided, neverthelesshowever, that in the event of any such default or failure of performance by Master Landlordterms “Tenant” and “Building” shall be deemed to mean “Subtenant” and the “Subleased Premises”, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Leaserespectively).
Appears in 1 contract
Samples: Sublease (Exelixis, Inc.)
Master Lease. A. All . This Sublease and all of Sublessee's rights hereunder are and shall remain in all respects subject and subordinate to (i) all of the obligations contained in terms and provisions of the Master Lease, a copy of which (except for the rent and certain other financial provisions) has been delivered to Sublessee, (ii) any and all amendments of the Master Lease conferred or supplemental agreements relating thereto hereafter made between Landlord and imposed upon Sublessor (as Tenant therein) shall copies of which Sublessor agrees to deliver to Sublessee except for the rent and certain other financial provisions which may be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublesseeprovided, to the extent of however, that Sublessor shall not enter into any such amendments or supplemental agreements that shall (1) adversely affect Sublessee's Percentage. Sublessor covenants and agrees it will make payment rights hereunder, (2) increase Sublessee's obligations hereunder other than in an immaterial way, (3) decrease the size of the rentals reserved under Premises, or (4) shorten the Master Lease term hereof and (iii) any and all matters to which the tenancy of Sublessor, as and when due, will perform Sublessor's insurance obligations tenant under the Master Lease, is or may be subordinate. Sublessee shall in no case have any rights under this Sublease greater than Sublessor's rights as tenant under the Master Lease. The foregoing provisions shall be self-operative and will otherwise fully no further instrument of subordination shall be necessary to effectuate such provisions unless required by Landlord or Sublessor, in which event Sublessee shall, within ten (10) business days of any demand by Landlord or Sublessor, at any time and faithfully perform from time to time, execute, acknowledge and deliver to Sublessor and Landlord any and all instruments that Sublessor or Landlord may deem reasonably necessary or proper to confirm such subordination of this Sublease, and the terms and conditions rights of Sublessee hereunder. Sublessee hereby appoints Sublessor its attorney in fact, coupled with an interest, for the purpose of executing any such instrument of subordination if Sublessee shall fail to execute, acknowledge and/or deliver any such instrument of subordination within ten (10) business days after Landlord's or Sublessor's demand therefor. . Sublessee acknowledges that in the event of a (i) termination of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants for any reason other than a voluntary agreement between Sublessor and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause Landlord terminating the Master Lease, or (ii) re-entry or dispossess by Landlord under the rights Master Lease, Landlord may, at its option, take over all of the right, title and interest of Sublessor hereunder and Sublessee agrees that it shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of this Sublease, except that Landlord shall not (i) be liable for any previous act or omission of Sublessor under this Sublease, (ii) be subject to any offset not expressly provided in this Sublease, which theretofore accrued to the Sublessee against Sublessor, or (iii) be bound by any previous modification of this Sublease (which is made without Landlord's consent) or by any previous prepayment of more than one month's rent. . Sublessor agrees not to voluntarily terminate the Master Lease, as long as Sublessee is not in default hereunder. Sublessee shall observe and perform for the benefit of Landlord and Sublessor, each and every term, covenant, condition and agreement of the Master Lease which Sublessor is required to observe or perform with respect to the Premises as tenant under the Master Lease, except for (i) those covenants, if any, of the tenant under the Master Lease which are not incorporated by reference in this Sublease and (ii) the covenants of Sublessor to pay Landlord the "fixed annual rent" and "additional rent" (as such terms are defined in the Master Lease) and to perform its obligations as tenant under the Master Lease (to be endangeredthe extent such obligations affect Sublessee's use and occupancy of the Premises), cancelled, terminated, forfeited or surrendered, or which would or might cause covenants Sublessor to be shall observe and perform as long as Sublessee is not in default thereunder or liable for any damage, claim or penaltyhereunder. Sublessee agrees, Except as an express inducement for Sublessor executing otherwise specifically provided in this Sublease, that all of the terms, covenants, conditions and agreements which Landlord or Sublessor are required to observe or perform with respect to the Premises as parties to the Master Lease are hereby incorporated herein by reference and deemed to constitute terms, covenants, conditions and agreements which Sublessor and Sublessee are required to observe or perform under this Sublease as if there is any conflict between set forth herein at length, mutatis mutandis, with the exception of the following articles and provisions of the Master Lease Lease: Articles 2, 11, 24, 41, 42, 43, and this Sublease which would permit Sublessee 44, Sections 1.2 (i) - (iv), and 25.4 and Exhibit D of the Original Lease; Paragraphs 4, 5, 8, and Paragraph 2, second sentence, of the Amendment. Sublessor may exercise all of the rights, powers, privileges and remedies reserved to do or cause to be done any act which is prohibited by Landlord under the Master Lease then to the provisions same extent as if fully set forth herein at length, including, without limitation, all releases from liability to Landlord thereunder except as may be provided otherwise herein, and all rights and remedies arising out of or with respect to any default by Sublessee in the payment of Rent hereunder or the observance or performance of the terms, covenants, conditions and agreements of this Sublease (including those portions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Leasethat are incorporated herein). Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in In the event of any such default or failure inconsistency between the terms of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under this Sublease and the Master Lease, the terms of this Sublease shall govern. . The consent of Landlord shall be required in connection with any act which requires the consent of Landlord pursuant to the terms of the Master Lease, notwithstanding that a particular provision herein may not require Sublessor's consent or states that only Sublessor's consent is required.
Appears in 1 contract
Samples: Sublease Agreement (Ambi Inc)
Master Lease. A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant thereina) Borrower shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant thereinor shall cause Mortgage Borrower to), are hereby conferred at its sole cost and imposed upon Sublesseeexpense, to promptly and timely perform and observe all the extent of Sublessee's Percentage. Sublessor material terms, covenants and agrees it will make payment of the rentals reserved conditions required to be performed and observed by Mortgage Borrower as lessee under the Master Lease as (including, but not limited to, the payment of all rent, additional rent and when due, will perform Sublessor's insurance obligations other charges required to be paid under the Master Lease).
(b) If Mortgage Borrower shall be in default beyond all applicable notice and cure periods under the Master Lease, then, subject to the terms of the Master Lease and will the rights of Mortgage Lender under the Mortgage Loan Documents, Borrower (on behalf of itself and Mortgage Borrower) shall grant Lender the right (but not the obligation), to cause such default under the Master Lease to be remedied and otherwise fully exercise any and faithfully perform all rights of Mortgage Borrower under the Master Lease, as may be necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Loan Documents, and Lender shall have the right to enter all or any portion of the Property at such times and in such manner as Lender deems reasonably necessary, to prevent or to cure any such default, subject to the terms of the Master Lease.
(c) The actions or payments of Lender to cure any default by Mortgage Borrower under the Master Lease shall not remove or waive, as between Borrower and Lender, the default that occurred under this Agreement by virtue of the default by Mortgage Borrower under the Master Lease. All sums expended by Lender to cure any such default shall be paid by Mortgage Borrower or Borrower to Lender, upon demand, with interest on such sum at the then applicable Interest Rate from the date such sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by the Pledge Agreement.
(d) Borrower shall (or shall cause Mortgage Borrower to) notify Lender in writing of the occurrence of any material default by Master Lessor of which Borrower or Mortgage Borrower has knowledge promptly after Borrower or Mortgage Borrower becomes aware of the same, and the receipt by Mortgage Borrower of any notice from Master Lessor under the Master Lease claiming the occurrence of any default by Mortgage Borrower under the Master Lease. Borrower shall (or shall cause Mortgage Borrower to) promptly deliver to Lender a copy of any such written notice of default.
(e) Within ten (10) days after receipt of written demand by Lender, Borrower shall cause Mortgage Borrower to use reasonable efforts to obtain from Master Lessor and furnish to Lender the estoppel certificate of Master Lessor stating (i) that the Master Lease is in full force and effect, (ii) the date through which rent has been paid, (iii) whether or not there are any defaults thereunder and specifying the nature of such claimed defaults, if any and (iv) any other information that Lender may reasonably request.
(f) Subject to the terms and conditions of the Mortgage Loan Documents, Borrower shall cause Mortgage Borrower to promptly execute, acknowledge and deliver to Lender such instruments as may be reasonably required to permit Lender to cure any default under the Master Lease or permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the security interest of Lender under the Loan Documents with respect to the Sublessor's PercentageCollateral. Sublessee covenants and agrees Subject to otherwise fully and faithfully perform the terms and conditions of the Mortgage Loan Documents, Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, after the occurrence of an Event of Default for which Lender has accelerated the Loan, any and all acts and to execute any and all documents that are necessary to preserve any rights of Mortgage Borrower under or with respect to the Master Lease and Lease, including, without limitation, the Sublease on its part right to be performed. Neither the Sublessor nor Sublessee shall do effectuate any extension or cause to be done any act which would or might cause renewal of the Master Lease, or the to preserve any rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be Mortgage Borrower whatsoever in default thereunder or liable for respect of any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions part of the Master Lease (and this Sublease which would permit Sublessee the above powers granted to do or cause to Lender are coupled with an interest and shall be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailirrevocable).
B. Sublessee shall pay to Sublessor, within ten (10g) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself contained in this Agreement with respect to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease:
(i) The Lien of the Pledge Agreement attaches to all of Mortgage Borrower’s rights and remedies at any time arising under or pursuant to Subsection 365(h) of the Bankruptcy Code, including, without limitation, all of Mortgage Borrower’s rights, as debtor, to remain in possession of the Property.
(ii) Borrower shall not cause or permit Mortgage Borrower to, without Lender’s written consent, elect to treat the Master Lease as terminated under subsection 365(h)(l) of the Bankruptcy Code. Any such election made without Lender’s prior written consent shall be void.
Appears in 1 contract
Master Lease. A. All (a) This Lease is subject and subordinate to the obligations contained in Lease Agreement (the “Master Lease”) for the Property to be entered into by and between Landlord, as tenant, and County of Xxxxx, a political subdivision of the State of Nevada (“County”), as landlord (the “Master Landlord”), and to any renewal, amendment or modification thereof, and to any mortgage or other encumbrance to which the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Subleaseis subject or subordinate, and to all rights renewals, modifications, consolidations, replacements and privileges contained in extensions thereof. A copy of the Master Lease conferred upon Sublessor (is or will be attached as Exhibit “G” to this Lease. Except as specifically modified in this Lease, during the Lease Term Tenant therein), are hereby conferred shall be bound by and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment shall observe all of the rentals reserved terms and conditions to be observed by Landlord under the Master Lease as fully and when dueto the same extent and effect as though Tenant were the lessee thereunder in the place and stead of Landlord. The Master Lease has a term of fifty (50) years. Any event resulting in termination of the Master Lease by its terms or otherwise shall also automatically result in termination of this Lease, will perform Sublessor's insurance except as otherwise provided or contemplated in Section 2.3 (Attornment) of the Master Lease, consistent with the provisions of subsection (d) below. Xxxxxxxx agrees not to agree to any amendment to the Master Lease that would have a materially adverse effect on Tenant’s use of the Property or materially diminish Tenant’s rights or materially increase Tenant’s obligations under this Lease, without first obtaining Tenant’s consent.
(b) Without limiting the generality of subsection (a) above, Xxxxxx expressly agrees to comply with and be bound by (i) any and all covenants, conditions and restrictions or rules, regulations or standards of operation or conduct contemplated under the terms of the Master Lease, and (ii) the non-discrimination provisions of Article III of the Master Lease, which are hereby incorporated into this Lease by this reference.
(c) Without limiting the generality of subsection (a) above, Tenant acknowledges and agrees that Landlord’s covenant of quiet possession or enjoyment (Section 5.08 of this Lease) is expressly subject to the Master Landlord’s rights under the Master Lease, including but not limited to the right to recover the Property (Section 2.20 of the Master Lease), the right to improve or expand McCarran International Airport (Section 3.11 of the Master Lease), and the right to enter and inspect the Property (Section 2.7 of the Master Lease).
(d) Without limiting the generality of subsection (a) above, Xxxxxx acknowledges and agrees that this Lease is subject to the attornment provisions of Section 2.3 of the Master Lease. Pursuant to the provisions of such section of the Master Lease, Section 11.01 of this Lease is supplemented by adding the following thereto: If by reason of a default on the part of Landlord as tenant in the performance of the terms of the provisions of the Master Lease, the Master Lease and the leasehold estate of Landlord as ground lessee thereunder are terminated by summary proceedings or otherwise in accordance with the terms of the Master Lease, Tenant will otherwise fully attorn to Master Landlord and faithfully perform recognize Master Landlord as lessor; provided, however, Master Xxxxxxxx agrees that so long as Tenant is not in default, Master Landlord agrees to provide quiet enjoyment to Tenant and to be bound by all the terms and conditions of this Lease. To confirm the protection afforded Tenant described above, Landlord shall request from Master Landlord an executed Recognition, Nondisturbance and Attornment Agreement substantially in the form of that attached as Exhibit “J” to this Lease, or such other form approved for use by Master Landlord (the “RNDA”). Landlord and Xxxxxx acknowledge and agree that the continued effectiveness of this Lease with respect to is conditioned on Xxxxxx’s receipt of the Sublessor's Percentage. Sublessee covenants RNDA executed by Master Landlord.
(e) Without limiting the generality of subsection (a) above, Xxxxxx further acknowledges and agrees to otherwise fully and faithfully perform that Master Landlord must be named as an additional insured on all liability insurance policies maintained by Tenant under the terms and conditions of this Lease (per Section 2.12.2.7.4 of the Master Lease and Lease).
(f) As required by the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause terms of Section 2.9 of the Master Lease, should Tenant cause any improvements to be made to the Property, Tenant shall cause any contract with any contractor, designer, or other person providing work, labor, or materials to the rights Property to include the following clause: Contractor agrees on behalf of Sublessor itself, its subcontractors, suppliers and consultants and their employees that there is no legal right to file a lien upon County-owned property, and will not file a mechanic’s lien or otherwise assert any claim against County on account of any work done, labor performed or materials furnished under this contract. Contractor agrees to indemnify, defend and hold County harmless from any liens filed upon County’s property and shall promptly take all necessary legal action to ensure the removal of any such lien at Contractor’s sole cost.
(g) Without limiting the generality of subsection (a) above and notwithstanding any contrary language in this Lease, Tenant acknowledges and agrees that in the event Master Landlord requires Landlord to pay any Interim Ground Rent (as tenant under defined in the Master Lease Lease), and such requirement is the result of Tenant’s failure to construct the Initial Improvements (as defined in the Master Lease) within the period required by the Master Lease, Tenant alone (and not Landlord) shall be endangered, cancelled, terminated, forfeited or surrenderedresponsible for payment of either (i) Master Landlord’s fifty percent (50%) share of Net Revenue (as defined in the Master Lease), or which would or might cause Sublessor to be in default thereunder or liable (ii) Interim Ground Rent, whichever is greater. ARTICLE EIGHTEEN DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS AND RECIPROCAL EASEMENTS Landlord may prepare for any damageeventual recordation against the Property and other adjacent land a Declaration of Covenants, claim or penaltyConditions, Restrictions and Reciprocal Easements (the “Declaration”). Sublessee agrees, So long as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to Declaration do or cause to be done not increase Tenant’s obligations in any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten material way (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any ministerial acts shall not be deemed material) and do not have a materially adverse effect on Tenant’s conduct of Sublessee' s obligations hereunder; providedbusiness from the Property, neverthelessXxxxxx agrees that the Lease shall be subject and subordinate to the Declaration, that and further agrees to execute a recordable instrument (prepared by Landlord at its sole cost and expense) in the event of any order to evidence such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Leasesubordination.
Appears in 1 contract
Samples: Land Lease (Switch, Inc.)
Master Lease. A. All This Sublease is subject to all of the terms and ------------ provisions of the Master Lease and Sublessee agrees to be bound thereby. Except as otherwise provided herein, the terms and provisions of the Master Lease are hereby incorporated by reference, provided that wherever the words "Lessor" or "Landlord" (hereinafter referred to as "Lessor") appear in the Master Lease, the words shall be deemed to refer to Sublessor, and wherever the words "Lessee" or "New Tenant" (hereinafter, referred to as "Lessee") appear in the Master Lease, the words shall be deemed to refer to Sublessee. Except as otherwise provided herein, all of the rights and obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), Lessee thereunder are hereby conferred and imposed upon Sublessee, Sublessee with respect to the extent of Sublessee's Percentage. Sublessor covenants Subleased Premises and agrees it will make payment all of the rentals reserved under rights and remedies conferred upon the Lessor are hereby conferred upon Sublessor. Sublessee acknowledges receipt of a copy of the Master Lease in the form attached hereto as Exhibit A and when dueagrees that during the term of this Sublease, Sublessee will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform not violate any of the terms and conditions of the Master Lease with respect to Lease. In the event Sublessee receives notice of Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions breach of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or Sublessee shall have the rights of Sublessor as tenant right, but not the obligation, to cure such breach. Sublessee's right to cure shall include, without limitation, Sublessee's right to make any payment required under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant directly to the Master Lease. Sublessor shall not demand Lessor and to deduct such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations 's obligation under the Master Leasethis Sublease.
Appears in 1 contract
Master Lease. A. All (a) Each Individual Property shall at all times be leased directly and exclusively by the obligations contained in Mortgage Borrower to the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved Lessee under the Master Lease as (and when due, will perform Sublessor's insurance obligations not to any other Person under the Master Lease or any replacement Master Lease). Master Lessee shall be permitted to enter into Subleases subject to and in accordance with Section 8.8.2.
(b) The Master Lease shall have an initial term of fifteen (15) years with renewal rights.
(c) The Master Lease shall require Master Lessee to make payments of Master Lease Rent. Pursuant to the Master Lease and the Master Lease Rent Payment Direction Letter all Master Lease Scheduled Rent shall at all times during the term of the Loan be made directly to the Holding Account, and will otherwise fully none of the foregoing payments of Master Lease Rent shall be deemed made until such payment has been deposited into the Holding Account.
(d) The Master Lease shall require the Master Lessee to prepare the expenses and faithfully perform revenue in accordance with Article XI and to submit copies to Mezzanine Lender for its reference, not for its approval.
(e) Neither Mortgage Borrower nor Master Lessee shall terminate the terms and conditions Master Lease or consent to the termination of the Master Lease without the prior written consent of Mezzanine Lender. Except as provided in the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of casualties or condemnations, the Master Lease shall not provide for the release of an Individual Property. The Master Lease may be amended to provide, inter alia, for a release of an Individual Property and the Sublease on its part reduction of Master Lease Rent as provided in Section 2.3.4(v) and (vi).
(f) Except for the Assignment of Leases and the Permitted Encumbrances, neither the Mortgage Borrower nor the Master Lessee shall Transfer or sublease, or allow to be performedTransferred, its interest in the Master Lease or any interest therein without the prior written consent of the Mezzanine Lender. Neither The Mezzanine Borrower shall not permit Mortgage Borrower to permit (except as expressly permitted under the Sublessor nor Sublessee Master Lease) and shall do not consent to (except as expressly required under the Master Lease) any assignment by the Master Lessee of its interest in the Master Lease or cause its rights and interests thereunder except to be done any act which would Master Lessee’s successor by merger or might cause acquisition of all or substantially all of Master Lessee’s assets. Notwithstanding the foregoing, Master Lessee shall pledge to Mortgage Borrower its interest in the “FF&E” as defined in the Master Lease, or subject to the rights of Sublessor as tenant under Assigned Landlord Lien.
(g) Neither the Mortgage Borrower nor the Master Lease Lessee shall, without the prior written consent of Mezzanine Lender which consent, solely with respect to clauses (ii) and (iii) of this Section 5.1.22(g), will not be endangeredunreasonably withheld, cancelled(i) renew (other than pursuant to renewal rights expressly set forth in the Master Lease), terminatedextend, forfeited release any Individual Property from (except in connection with a Property Release, Substitution or surrenderedrelease of an Unimproved Parcel, in compliance with Sections 2.3.4, 2.3.5 and 2.3.9 hereof) terminate, reduce rents (except as expressly authorized pursuant to Section 2.3.4) or other sums payable under, accept a surrender of, or which would shorten the term of, the Master Lease, (ii) appoint any appraiser, (iii) make any determination of Fair Market Rental or might cause Sublessor Fair Market Value (as such terms are defined in the Master Lease), (iv) waive any provisions of the Master Lease, provided that subject to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between clause (i) Mortgage Borrower and Master Lessee shall have the right to waive provisions of the Master Lease and this Sublease which so long as the same would permit Sublessee to do not have the effect of (1) waiving or cause to be done any act which is prohibited by reducing the monetary obligations of Master Lessee under the Master Lease then or (2) either permitting Master Lessee to take an action that Mortgage Borrower or Master Lessee is prohibited from taking under this Agreement or any other Loan Document, or preventing Mortgage Borrower and/or Master Lessee from complying with an obligation on the provisions part of Mortgage Borrower or Master Lessee under this Agreement or any other Loan Document, (v) amend or modify in any respect in a manner adverse to Mezzanine Lender or that would decrease Master Lessee’s obligations or increase Mortgage Borrower’s obligations thereunder, any provision of the Master Lease contained in Article I (leased property, term, etc.), Article III (rent), Article IV (termination and abatement), Article V (Ownership of Leased Property), Section 6.1(b) (Taxes and Other Charges; Contest for Taxes and Other Charges, Legal Requirements and Liens), Article VIII (Alterations; Leasing), Article X (Casualty and Condemnation), Article XI (Accounts and Reserves), Article XII (defaults and remedies), Article XV (Subordination) and related definitions in Article II (definitions) or (vi) materially amend or modify any provision of the Master Lease not listed in clause (v) in a manner adverse to Mezzanine Lender or that would decrease Master Lessee’s obligations or increase Mortgage Borrower’s obligations thereunder, provided that nothing in this Section 5.1.22(d) shall prevailprohibit or restrict Master Lessee from exercising its rights under Section 1.2 of the Master Lease subject to the requirements of Sections 2.3.4 and 2.3.9 hereof.
B. Sublessee (h) The Master Lease shall pay be subject and subordinate to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due Loan pursuant to the Master Lease. Sublessor Lease SNDA.
(i) Mortgage Lender shall not demand such payment prior have the right to the date which is thirty (30) days before the date any such sum shall be due and owing declare a Master Lease Tenant Default under the Master LeaseLease and to exercise the rights and remedies of the Mortgage Borrower, as landlord under the Master Lease (including without limitation, exercising it rights and remedies with respect to the Assigned Landlord Lien), pursuant to the assignment of such rights in the Assignment of Leases.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations (j) The form of the Master Landlord, nor shall such default Lease is attached hereto as Exhibit F. Mezzanine Lender hereby approves of the form of the Master Landlord affect Lease. Notwithstanding the foregoing, or anything else in Mezzanine Loan Documents to the contrary, except as expressly set forth in this Sublease Agreement if any conflict, contradiction or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under inconsistency exists between the Master Lease.Lease and this Agreement, the terms and provisions of this Agreement shall, as among the parties hereto, control and govern
Appears in 1 contract
Samples: Mezzanine Loan and Security Agreement (Station Casinos Inc)
Master Lease. A. All Lessee shall have no greater rights to the obligations contained in use and occupancy of the Master Lease conferred Suite and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance Premises than Lessor has with the SublessorBuilding under Lessor's Percentage and the SublesseeMaster Lease: in particular. Lessee's Percentage, respectively, except as modified and amended by term under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublesseeagreement shall not be greater than Lessor's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations term under the Master Lease, and will otherwise fully and faithfully perform . Lessee is bound to Lessor in the terms and conditions of same manner as Lessor is bound to the Master Lease Building with respect to all standard lease provisions (e.g. eminent domain, destruction of building, etc.). as well as the Sublessor's Percentage. Sublessee covenants rules and agrees to otherwise fully and faithfully perform the terms and conditions regulations of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor Building attached hereto as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions Exhibit C. Termination of the Master Lease shall prevail.
B. Sublessee terminate this Lease and all of Lessor's obligations hereunder. If Lessor's interest is so terminated. Lessee shall, at the option of Lessor's landlord, attorn to Lessor's landlord and recognize Lessor's landlord as Lessor under this Lease. Lessee shall pay execute and deliver at any time when requested by Lessor's landlord an instrument to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage evidence such attornment. Lessee waives the provision of any and all sums (except fixed annual rent payable under law which may give Lessee any right of election to terminate this Lease or to surrender possession of the Master Lease) due pursuant to Premises by reason of the termination of the Master Lease. Sublessor shall This paragraph does not demand such payment prior obligate Lessee in any way to the date which is thirty Master Lessor of the Building or to anyone else, for anyone else's rent, or any payment whatever, except as expressly set forth in this Lease. At any time, Lessor may terminate this Lease upon sixty (3060) days before written notice to Lessee in the date event that Lessor's interest in the Master Lease is terminated. In the event Lessor's interest in the Master Lease is terminated. Lessee shall, at the option of Lessor's landlord, attorn to Lessor's landlord or Lessor's landlord's designee, and recognize Lessor's landlord or Lessor's landlord's designee as Lessor under this Sublease. Lessee shall execute and deliver at any time when requested by Lessor's landlord an instrument to evidence such attornment. In no event, however, shall Lessor's landlord or Lessor's landlord's designee be liable for any previous act or omission by Lessor under this Sublease, or for the return of any advance rental payments or deposits under such agreements that have not been actually delivered to Lessor's landlord or Lessor's landlord's designee, nor shall Lessor's landlord or Lessor's landlord's designee be bound by any modification to any modification to any such sum shall be due and owing under agreements executed without Landlord's consent, or for any advance rental payments in excess of one month's rent. Lessee waives the provision of any law which may give Lessee any right of election to terminate this Lease or to surrender possession of the Premises by reason of the termination of the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Samples: Lease Agreement (Netflix Com Inc)
Master Lease. A. All a. Lessee shall have no greater rights to the obligations use and occupancy of the Suite and Premises than Lessor has with the Building under Lessor's Master Lease; in particular, Lessee's term under this agreement shall be no greater than Lessor's term under the Master Lease, and is subject to any early termination provisions contained therein. Lessee is bound to Lessor in the Master Lease conferred same manner as Lessor is bound to the Building with respect to all standard lease provisions (e.g., eminent domain, destruction of building, early termination, etc.), as well as the rules and imposed upon Sublessor (regulations of the Building attached hereto as Tenant therein) shall be borne Exhibit C.
b. Lxxxxx xxxxxx xxxxxxcably assigns to Lessor's landlord all of Lessor's interest in all rentals and income arising from any sublease, license, concession or other consensual arrangement for possession of all or a portion of the suite entered into by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this SubleaseLessor, and all rights Lessor's landlord may collect such rent and privileges contained income and apply same towards Lessor's obligations under the Master Lease; provided, however, that until a default occurs in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent performance of SublesseeLessor's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved obligations under the Master Lease as (taking into account any applicable notice and when duecure periods), will perform SublessorLessor shall have the right to receive and collect such amounts. Lessor's insurance landlord shall not, by reason of this assignments or the collection of rentals, be deemed liable to the Lessee, licensee, concessionaire, or third party for the performance of any of Lessor's obligations under the Lease, license, concession or other consensual arrangement for possession of all or a portion of the premises. Lessor hereby irrevocably authorizes and directs any Lessee, licensee, concessionaire, or other third party, upon receipt of a written notice from Lessor's landlord stating that an uncured default exists in the performance of Lessor's obligations under the Master Lease, to pay to Lessor's landlord all sums then and will otherwise fully thereafter due under the Lease, license, concession or other consensual arrangement for possession of all or a portion of the premises. Lessor agrees that the Lessee, licensee, concessionaire, or other third party may rely on that notice without any duty of further inquiry and faithfully perform notwithstanding any notice or claim by Lessor to the terms and conditions of contrary.
c. At any time, Lessor may terminate this Lease upon sixty (60) days written notice to Lessee in the event that Lessor's interest in the Master Lease with respect to is terminated. In the Sublessorevent Lessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of interest in the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, is terminated, forfeited Lessee shall, at the option of Lessor's landlord, attorn to Lessor's landlord or surrenderedLessor's landlord's designee, and recognize Lessor's landlord or which would Lessor's landlord's designee as Lessor under this Sublease. Lessee shall execute and deliver at any time when requested by Lessor's landlord an instrument to evidence such attornment. In no event, however, shall Lessor's landlord or might cause Sublessor to Lessor's landlord's designee be in default thereunder or liable for any damage, claim previous act or penalty. Sublessee agrees, as an express inducement for Sublessor executing omission by Lessor under this Sublease, or for the return of any advance rental payments or deposits under such agreements that if there is have not been actually delivered to Lessor's landlord or Lessor's landlord's designee, nor shall Lessor's landlord or Lessor's landlord's designee be bound by any conflict between modification to any such agreements executed without Landlord's consent, or for any advance rental payments in excess of one month's rent. Lessee waives the provisions provision of any law which may give Lessee any right of election to terminate this Lease or to surrender possession of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited Premises by the Master Lease then the provisions reason of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage termination of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Master Lease. A. All (a) This Sublease is subject and subordinate to the obligations contained Master Lease. Except as may be inconsistent with the terms and provisions hereof or as otherwise set forth in subparagraph (c)(iii) below, the terms and provisions of the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor applicable to this Sublease and Sublessee in accordance with shall be incorporated into this Sublease as if Sublandlord was the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved landlord under the Master Lease and Subtenant was the tenant under the Master Lease, except to the extent inconsistent with the agreements and understandings expressed in this Sublease or to the extent prior to the Sublease Commencement Date or after the expiration or termination of the Sublease Term. Where reasonably necessary, the terms of the Master Lease, as and when dueincorporated into this Sublease as aforesaid, will perform Sublessor's insurance obligations shall be construed (i) in light of the fact that Sublandlord (unlike Master Landlord) does not own a fee interest in the Premises but only a leasehold interest under the Master Lease, and will otherwise fully (ii) in light of the fact that Subtenant shall not occupy the entire Premises but only the portion of the Premises defined as the Subleased Premises. Sublandlord and faithfully perform the terms and conditions of Subtenant anticipate that Master Landlord's performance in accordance with the Master Lease with respect to shall fulfill the Sublessorequivalent obligation of Sublandlord hereunder, and in the event of Master Landlord's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause default under the Master Lease, or Subtenant's rights shall be limited as provided in the rights following subparagraph (b) of Sublessor as tenant under this Paragraph 4. As between Sublandlord and Subtenant, if the terms of this Sublease conflict with the terms of the Master Lease, then the terms of this Sublease shall control. With respect to this Sublease, Subtenant shall perform and observe all the obligations, covenants and conditions contained in the Master Lease on Sublandlord's part that are incorporated hereinabove by reference and to be endangeredthe extent that the obligations, cancelledcovenants and conditions apply and accrue from and after the Sublease Commencement Date (but excluding the payment of Total Monthly Rent (as defined in the Master Lease), terminated, forfeited or surrenderedAdditional Rent (as defined in the Master Lease), or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, other amounts specified therein; provided that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee Subtenant shall pay to SublessorSublandlord as rent for the Sublease and use of the Subleased Premises all amounts specified in Paragraph 5 below, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of which amounts shall be paid in accordance with the terms and provisions thereof). Neither Sublandlord nor Subtenant will cause or allow to be caused any and all sums (except fixed annual rent payable default under the Master Lease. Subtenant hereby indemnifies, agrees to defend (with counsel reasonably satisfactory to Sublandlord) due and holds Sublandlord harmless from and against any claim, loss, damage, expense (including without limitation reasonable attorneys' fees and costs) or liability arising under the Master Lease, from and after the Sublease Commencement Date, from or related to Subtenant's failure to perform Subtenant's obligations under this Sublease, including, without limitation, those obligations of Sublandlord pursuant to the Master Lease. Sublessor shall not demand such Lease which are incorporated herein by reference (but excluding the payment prior to the date which is thirty of Total Monthly Rent (30) days before the date any such sum shall be due and owing under as defined in the Master Lease.
C. Notwithstanding anything to the contrary herein contained), Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that Additional Rent (as defined in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.), or any other amounts specified therein; provided that Subtenant shall pay to Sublandlord as rent for the Sublease and
Appears in 1 contract
Master Lease. A. All (a) Except as set forth hereinafter in this paragraph, the obligations contained in terms and conditions of the Master Lease conferred and imposed upon Sublessor (lease are incorporated in this Sublease as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentagethough fully set forth herein, respectivelyand, except as modified set forth below, Sublessee shall perform, observe and amended be bound by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to be performed and observed by the Tenant thereunder, insofar as the same are applicable to the Sublessor's Percentage. Sublessee covenants Subleased Premises, Sublessor shall perform, observe and agrees be bound by, or cause the Master Landlord to otherwise fully perform and faithfully perform observe, all of the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither performed or observed by the Sublessor nor Landlord thereunder, insofar as the same are applicable to the Subleased Premises; Sublessee shall do have, as to Sublessor, all of the rights and benefits arising and accruing to the Tenant under the Master lease; and Sublessor shall have, as to Sublessee, all of the rights and benefits arising or cause accruing to be done any act which would or might cause the Landlord under the Master Lease. Notwithstanding the foregoing, the following provisions of the Master Lease are not incorporated herein and shall not apply to this Sublease:
(i) The payment by Sublessee of Operating Costs shall be governed by paragraph 3 of this Sublease, and Sublessee shall have no rights or obligations with respect to paragraph 3 of the rights Master Lease;
(ii) Sublessee's defaults shall be governed by paragraph 10 of this Sublease and not be paragraph 23 of the Master Lease;
(b) Sublessor as tenant and Sublessee agree, each with the other, that neither will take or permit any action or fail to perform or observe any obligation, which causes an event of default under the Master Lease and/or causes the Master Lease to be endangeredterminated or forfeited, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between and each shall indemnify the provisions of other and hold the Master Lease other harmless from and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of against any and all sums (except fixed annual rent payable under claims, demands, suits, costs, expenses, damages and liabilities, including reasonably attorneys' fees, arising by reason of any act or omission on the part of the indemnifying party which causes the Master Lease) due pursuant lease to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Leaseterminated or forfeited.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.
Appears in 1 contract
Samples: Sublease (Probusiness Services Inc)
Master Lease. A. All This is a Sublease, and this Sublease is subject to and subordinate in all respects, to the obligations contained in Master Lease. Those portions of the Master Lease conferred and imposed upon Sublessor (as constituting covenants by Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease Lease, attached hereto as Exhibit B (the "MASTER LEASE COVENANTS") are incorporated herein by reference as if fully set forth herein. Sublessee agrees that nothing herein contained shall be deemed to grant Sublessee any rights that would conflict with any of the covenants and when dueconditions of the Master Lease, and Sublessee agrees that it will perform do nothing in, on or about the Sublease Premises which would result in the breach by Sublessor of Sublessor's insurance undertakings and obligations under the Master Lease. Nothing contained in this Sublease shall be construed as a guarantee by Sublessor of any of the obligations, covenants, warranties, agreements or undertakings of Landlord in the Master Lease, nor as an undertaking by Sublessor to Sublessee on the same or similar terms as are contained in the Master Lease. During the term of this Sublease except as set forth herein, with respect to the Sublease Premises Sublessee agrees to assume and be bound by all of the non-rental payment covenants and agreements made by Sublessor under the Master Lease Covenants and to perform all of the non-rental payment duties, responsibilities and obligations of Sublessor under the Master Lease Covenants (the "MASTER LEASE OBLIGATIONS"), in each case respecting such covenants, substituting Sublessor for Landlord (as defined in the Master Lease) and Sublessee for Tenant (as defined in the Master Lease), and will otherwise fully and faithfully to hold Sublessor harmless from any damages, responsibility or liability which Sublessor may incur by virtue of Sublessee's use of the Sublease Premises or any failure of Sublessee to perform the terms and conditions under this Sublease, including, but not limited to, performance of the Master Lease with respect Obligations. In order to effectuate the Sublessor's Percentage. Sublessee covenants understandings and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights intent of Sublessor and Sublessee as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be set forth in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease Sublessor and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.
B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease.
C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.agree as follows:
Appears in 1 contract
Samples: Sublease (Universal Access Inc)
