Common use of Net Rental Clause in Contracts

Net Rental. Subtenant shall pay or reimburse Sublandlord for Subtenant’s Share of all costs and expenses of every kind and nature which may, at any time during the Sublease Term, be imposed on Sublandlord pursuant to the Master Lease for any reason, without deduction or setoff, including, but not limited to, Master Lease Additional Rent, as set forth above and all other amounts payable by Sublandlord to Master Landlord under the Master Lease. Additionally, Subtenant shall pay or reimburse Sublandlord, without deduction or setoff, for (i) Subtenant’s Share of the costs and expenses which accrue after the Commencement Date arising from Sublandlord’s contract with a third-party vendor for the maintenance of the Building’s heating, ventilating and air-conditioning system and all amounts accruing during the Sublease Term and payable by Sublandlord to any person or entity in order to comply with Sublandlord’s obligations of any nature under the Master Lease or this Sublease with respect to the Building, the services provided by Sublandlord hereunder and the maintenance and repair responsibilities of Sublandlord under the Master Lease and this Sublease (collectively, “Sublandlord Operating Expenses”), and (ii) all costs and expenses incurred by Sublandlord as a result of Subtenant’s failure to timely comply with its obligations under this Sublease. Subtenant shall also be responsible to pay directly for the cost of all personal property taxes, all utilities and janitorial services for the Sublease Premises. To the extent that any Building services (including, without limitation, maintenance and janitorial) are not provided to the Sublease Premises by Master Landlord under the Master Lease or specifically enumerated herein, Subtenant acknowledges and agrees that obtaining and paying for such services are Subtenant’s sole responsibility (subject to the terms and conditions of this Sublease and the Master Lease), and Sublandlord shall have no obligation with respect thereto (unless otherwise specifically set forth in this Sublease).

Net Rental. Subtenant The Fixed Rent shall pay or reimburse Sublandlord for Subtenant’s Share of all costs be completely net rent to Landlord, and expenses of every kind and nature which may, at any time during the Sublease entire Term of this Lease (including any Renewal Term), be imposed on Sublandlord pursuant to Landlord shall have no cost, obligation, responsibility or liability whatsoever for repairing, replacing, maintaining, operating or owning the Master Lease for any reason, without deduction or setoff, including, but not limited to, Master Lease Additional Rent, Premises except as expressly set forth above in Section 11 below. The parties acknowledge and all other amounts payable by Sublandlord agree that Landlord would not enter into this Lease if the Rent described in this Lease were not LEASE – UTMB- 000 XXXXXXX XXX#000000 – Doc# 3380565v1 absolutely net to Master Landlord under the Master Lease. Additionallyor if Landlord were to incur any liability whatsoever, Subtenant shall pay foreseen or reimburse Sublandlordunforeseen, without deduction or setoff, for (i) Subtenant’s Share of the costs and expenses which accrue after the Commencement Date arising from Sublandlord’s contract with a third-party vendor for the maintenance of the Building’s heating, ventilating and air-conditioning system and all amounts accruing during the Sublease Term and payable by Sublandlord to any person or entity in order to comply with Sublandlord’s obligations of any nature under the Master Lease or this Sublease with respect to the BuildingPremises or any portion thereof, or Tenant's exercise of any other of its rights under this Lease. Accordingly, anything herein to the services provided by Sublandlord hereunder contrary notwithstanding, Tenant shall pay all expenses, costs, taxes, fees and charges of any nature whatsoever arising in connection with or attributable to the maintenance and repair responsibilities Premises, during the Term of Sublandlord under the Master this Lease and this Sublease (collectively, “Sublandlord Operating Expenses”), and (ii) all costs and expenses incurred by Sublandlord or in any manner whatsoever arising as a result of Subtenant’s failure to timely comply with its obligations under Tenant's exercise of, or Landlord's grant of, the rights described in this Sublease. Subtenant shall also be responsible to pay directly for the cost of all personal property taxesLease, all utilities and janitorial services for the Sublease Premises. To the extent that any Building services (including, without limitation, maintenance all fees of Tenant's consultants, intangible personal property taxes, ad valorem real estate taxes, Tenant's accounting and janitorial) are not provided Attorney's Fees (to the Sublease Premises extent authorized by Master the Constitution and laws of the State of Texas), costs of any financing obtaining by Tenant, costs of any leasehold title insurance policy obtained by Tenant, utility charges and insurance premiums for policies obtained by Tenant or obtained by Landlord under the Master Lease or specifically enumerated herein, Subtenant acknowledges in accordance with Section 13(b) and agrees that obtaining and paying for such services are Subtenant’s sole responsibility (subject charged back to Tenant pursuant to the terms and conditions of this Sublease Lease. Tenant shall pay all Rent and Additional Rent due under this Lease without notice or demand and without any deductions, set-offs, counterclaims, abatements, suspensions or defenses of any kind. It is the Master Lease)intention of the parties that the obligations of Tenant shall be separate and independent covenants, that the Rent and Additional Rent, payable by Tenant shall continue to be payable in all events, and Sublandlord that the obligations of Tenant shall continue unaffected unless the requirement to pay or perform the same shall have no obligation with respect thereto (unless otherwise specifically set forth in been terminated or modified pursuant to an express provision of this Sublease)Lease. Tenant shall pay and be responsible to Landlord for all costs, expenses, obligations, liabilities and acts necessary to and for the proper use, operation, maintenance, care and occupancy of the Premises. Tenant waives all rights under Section 91.004(b) of the Texas Property Code.

Net Rental. Subtenant The Fixed Rent shall pay or reimburse Sublandlord for Subtenant’s Share of all costs be completely net rent to Landlord, and expenses of every kind and nature which may, at any time during the Sublease entire Lease Term of this Lease, including any Extension Term, be imposed on Sublandlord pursuant Landlord shall have no cost, obligation, responsibility or liability whatsoever for repairing, maintaining, operating or owning the Property. The parties acknowledge and agree that Landlord would not enter into this Lease if the Rent described in this Lease were not absolutely net to the Master Lease for Landlord or if Landlord were to incur any reasonliability whatsoever, without deduction foreseen or setoffunforeseen, including, but not limited to, Master Lease Additional Rent, as set forth above and all other amounts payable by Sublandlord to Master Landlord under the Master Lease. Additionally, Subtenant shall pay or reimburse Sublandlord, without deduction or setoff, for (i) Subtenant’s Share of the costs and expenses which accrue after the Commencement Date arising from Sublandlord’s contract with a third-party vendor for the maintenance of the Building’s heating, ventilating and air-conditioning system and all amounts accruing during the Sublease Term and payable by Sublandlord to any person or entity in order to comply with Sublandlord’s obligations of any nature under the Master Lease or this Sublease with respect to the BuildingProperty or any portion thereof, or Tenant’s exercise of any other of its rights under this Lease. Accordingly, anything herein to the services provided by Sublandlord hereunder contrary notwithstanding, Tenant shall pay all expenses, costs, taxes, fees and charges of any nature whatsoever arising in connection with or attributable to the maintenance and repair responsibilities Property, during the Lease Term of Sublandlord under the Master this Lease and this Sublease (collectively, “Sublandlord Operating Expenses”), and (ii) all costs and expenses incurred by Sublandlord or in any manner whatsoever arising as a result of SubtenantTenant’s failure to timely comply with its obligations under exercise of, or Landlord’s grant of, the rights described in this Sublease. Subtenant shall also be responsible to pay directly for the cost of all personal property taxesLease, all utilities and janitorial services for the Sublease Premises. To the extent that any Building services (including, without limitation, maintenance all fees of Tenant’s consultants, intangible personal property taxes, ad valorem real estate taxes, assessments, sewer and janitorial) are not provided water rents, rates and charges, Tenant’s accounting and attorney’s fees, costs of any financing obtained by Tenant, costs of any leasehold title insurance policy obtained by Tenant, utility charges and insurance premiums. Tenant shall pay all Rent and all other charges due under this Lease without notice or demand and without any deductions, set-offs, counterclaims, abatements, suspensions or defenses of any kind. It is the intention of the parties that the obligations of Tenant shall be separate and independent covenants, that the Rent, and all other charges payable by Tenant shall continue to be payable in all events, and that the Sublease Premises obligations of Tenant shall continue unaffected unless the requirement to pay or perform the same shall have been terminated or modified pursuant to an express provision of this Lease. Tenant shall pay and be responsible to Landlord for all costs, expenses, obligations, liabilities and acts necessary to and for the proper use, operation, maintenance, care and occupancy of the Property. Tenant waives all rights now or in the future conferred by Master Landlord under the Master law to quit, terminate or surrender this Lease or specifically enumerated hereinthe Property or to any abatement, Subtenant acknowledges and agrees that obtaining and paying for such services are Subtenant’s sole responsibility (subject to suspension, deferment, or reduction of the terms and conditions of Rent, or any other charges under this Sublease and the Master Lease), and Sublandlord shall have no obligation with respect thereto (unless otherwise specifically set forth in this Sublease).

Net Rental. Subtenant The Fixed Annual Rent shall pay or reimburse Sublandlord for Subtenant’s Share of all costs be completely net rent to Landlord, and expenses of every kind and nature which may, at any time during the Sublease entire Lease Term of this Lease, including any Extension Term, be imposed on Sublandlord pursuant Landlord shall have no cost, obligation, responsibility or liability whatsoever for repairing, maintaining, operating or owning the Property. The parties acknowledge and agree that Landlord would not enter into this Lease if the Rent described in this Lease were not absolutely net to the Master Lease for Landlord or if Landlord were to incur any reasonliability whatsoever, without deduction foreseen or setoffunforeseen, including, but not limited to, Master Lease Additional Rent, as set forth above and all other amounts payable by Sublandlord to Master Landlord under the Master Lease. Additionally, Subtenant shall pay or reimburse Sublandlord, without deduction or setoff, for (i) Subtenant’s Share of the costs and expenses which accrue after the Commencement Date arising from Sublandlord’s contract with a third-party vendor for the maintenance of the Building’s heating, ventilating and air-conditioning system and all amounts accruing during the Sublease Term and payable by Sublandlord to any person or entity in order to comply with Sublandlord’s obligations of any nature under the Master Lease or this Sublease with respect to the BuildingProperty or any portion thereof, or Tenant’s exercise of any other of its rights under this Lease. Accordingly, anything herein to the services provided by Sublandlord hereunder contrary notwithstanding, Tenant shall pay all expenses, costs, taxes, fees and charges of any nature whatsoever arising in connection with or attributable to the maintenance and repair responsibilities Property, during the Lease Term of Sublandlord under the Master this Lease and this Sublease (collectively, “Sublandlord Operating Expenses”), and (ii) all costs and expenses incurred by Sublandlord or in any manner whatsoever arising as a result of SubtenantTenant’s failure to timely comply with its obligations under exercise of, or Landlord’s grant of, the rights described in this Sublease. Subtenant shall also be responsible to pay directly for the cost of all personal property taxesLease, all utilities and janitorial services for the Sublease Premises. To the extent that any Building services (including, without limitation, maintenance all fees of Tenant’s consultants, intangible personal property taxes, ad valorem real estate taxes, Tenant’s accounting and janitorial) are not provided attorney’s fees, costs of any financing obtained by Tenant, costs of any leasehold title insurance policy obtained by Tenant, utility charges and insurance premiums. Tenant shall pay all Rent and all other charges due under this Lease without notice or demand and without any deductions, set-offs, counterclaims, abatements, suspensions or defenses of any kind. It is the intention of the parties that the obligations of Tenant shall be separate and independent covenants, that the Rent, and all other charges payable by Tenant shall continue to be payable in all events, and that the Sublease Premises by Master Landlord under obligations of Tenant shall continue unaffected, unless the Master requirement to pay or perform the same shall have been terminated or modified pursuant to an express provision of this Lease or specifically enumerated hereina writing executed by Landlord. Tenant shall pay and be responsible to Landlord for all costs, Subtenant acknowledges expenses, obligations, liabilities and agrees that obtaining acts necessary to and paying for such services are Subtenant’s sole responsibility (subject the proper use, operation, maintenance, care and occupancy of the Property. Tenant waives all rights now or in the future conferred by law to quit, terminate or surrender this Lease or the terms Property or to any abatement, suspension, deferment, or reduction of the Rent, or any other charges and conditions of under this Sublease and the Master Lease), and Sublandlord shall have no obligation with respect thereto (unless otherwise specifically set forth in this Sublease).

Net Rental. Subtenant The Fixed Rent shall pay or reimburse Sublandlord for Subtenant’s Share of all costs be completely net rent to Landlord, and expenses of every kind and nature which may, at any time during the Sublease entire Lease Term of this Lease, including any Extension Term, be imposed on Sublandlord pursuant Landlord shall have no cost, obligation, responsibility or liability whatsoever for repairing, maintaining, operating or owning the Property. The parties acknowledge and agree that Landlord would not enter into this Lease if the Rent described in this Lease were not absolutely net to the Master Lease for Landlord or if Landlord were to incur any reasonliability whatsoever, without deduction foreseen or setoffunforeseen, including, but not limited to, Master Lease Additional Rent, as set forth above and all other amounts payable by Sublandlord to Master Landlord under the Master Lease. Additionally, Subtenant shall pay or reimburse Sublandlord, without deduction or setoff, for (i) Subtenant’s Share of the costs and expenses which accrue after the Commencement Date arising from Sublandlord’s contract with a third-party vendor for the maintenance of the Building’s heating, ventilating and air-conditioning system and all amounts accruing during the Sublease Term and payable by Sublandlord to any person or entity in order to comply with Sublandlord’s obligations of any nature under the Master Lease or this Sublease with respect to the BuildingProperty or any portion thereof, or Tenant’s exercise of any other of its rights under this Lease, except as expressly set forth otherwise in this Lease. Accordingly, Tenant shall pay all expenses, costs, taxes, fees and charges of any nature whatsoever arising in connection with or attributable to the services provided by Sublandlord hereunder and Property, during the maintenance and repair responsibilities Lease Term of Sublandlord under the Master this Lease and this Sublease (collectively, “Sublandlord Operating Expenses”), and (ii) all costs and expenses incurred by Sublandlord or in any manner whatsoever arising as a result of SubtenantTenant’s failure to timely comply with its obligations under exercise of, or Landlord’s grant of, the rights described in this Sublease. Subtenant shall also be responsible to pay directly for the cost of all personal property taxesLease, all utilities and janitorial services for the Sublease Premises. To the extent that any Building services (including, without limitation, maintenance all fees of Tenant’s consultants, intangible personal property taxes, ad valorem real estate taxes, assessments, sewer and janitorial) are not provided water rents, rates and charges, Tenant’s accounting and attorney’s fees, costs of any financing obtained by Tenant, costs of any leasehold title insurance policy obtained by Tenant, utility charges and insurance premiums. Tenant shall pay all Rent and all other charges due under this Lease without notice or demand and without any deductions, set-offs, counterclaims, abatements, suspensions or defenses of any kind. It is the intention of the parties that the obligations of Tenant shall be separate and independent covenants, that the Rent, and all other charges payable by Tenant shall continue to be payable in all events, and that the Sublease Premises obligations of Tenant shall continue unaffected unless the requirement to pay or perform the same shall have been terminated or modified pursuant to an express provision of this Lease. Tenant shall pay and be responsible to Landlord for all costs, expenses, obligations, liabilities and acts necessary to and for the proper use, operation, maintenance, care and occupancy of the Property in accordance with the terms of this Lease. Tenant waives all rights now or in the future conferred by Master Landlord under the Master law to quit, terminate or surrender this Lease or specifically enumerated hereinthe Property or to any abatement, Subtenant acknowledges and agrees that obtaining and paying for such services are Subtenant’s sole responsibility (suspension, deferment, or reduction of the Rent, or any other charges under this Lease, subject to the express terms and conditions of this Sublease and the Master Lease), and Sublandlord shall have no obligation with respect thereto (unless otherwise specifically set forth in this Sublease).

Net Rental. Subtenant Sublessee shall pay or reimburse Sublandlord Sublessor for SubtenantSublessee’s Share (as set forth in the Defined Terms) of all costs and expenses of every kind and nature which may, at any [*] = information redacted pursuant to a confidential treatment request. Such omitted information has been filed separately with the Securities and Exchange Commission. time during the Sublease Term, be imposed on Sublandlord Sublessor with respect to the Sublease Premises pursuant to the Master Lease for any reasonreason (other than due to a default by Sublessor under the Master Lease not caused by Sublessee), without deduction or setoff, including, but not limited to, Master Lease Additional Rentadditional rent, as set forth above Property Taxes, Building Costs, and all other amounts payable by Sublandlord Sublessor to Master Landlord under the Master LeaseLease relative to the Sublease Premises (other than due to a default by Sublessor under the Master Lease not caused by Sublessee). Additionally, Subtenant Sublessee shall pay or reimburse SublandlordSublessor, without deduction or setoff, for (ia) SubtenantSublessee’s Share of the Building Costs for the costs and expenses which accrue after the Commencement Date arising from Sublandlordthe Sublessor’s contract with a third-party vendor for the maintenance of the Building’s heating, ventilating and air-conditioning system (“HVAC Maintenance Contract”) and (b) all amounts accruing during the Sublease Term with respect to the Sublease Premises (other than due to a default by Sublessor under the Master Lease not caused by Sublessee) and (i) payable by Sublandlord Sublessor to any person or entity (except to the extent paid directly to such person or entity by Sublessee) in order to comply with SublandlordSublessor’s obligations of any nature under the Master Lease or this Sublease with respect to the BuildingSublease Premises, the services provided by Sublandlord hereunder and the maintenance and repair responsibilities of Sublandlord under the Master Lease and this Sublease (collectively, “Sublandlord Operating Expenses”), and or (ii) all costs and expenses incurred by Sublandlord Sublessor as a result of SubtenantSublessee’s failure to timely comply with its obligations under this Sublease. Subtenant Notwithstanding the foregoing, Sublessee may elect, at Sublessee’s sole cost and expense, to obtain and maintain an HVAC Maintenance Contract with a third party vendor selected by Sublessee, and reasonably acceptable to Sublessor, for one or more of the Buildings in which Sublessee is the sole tenant, in which case Sublessee shall not be obligated to pay Sublessor’s costs and expenses arising from the HVAC Maintenance Contract. Sublessee shall also be responsible to pay directly for the cost of all personal property taxes, all utilities and janitorial services for the Sublease Premises. To the extent Premises and not charged to Sublessee as Building Costs or Operating Expenses; provided, however, that any Building services (including, without limitation, maintenance costs and janitorial) expenses which are not included within the costs and expenses covered under the HVAC Maintenance Contract and which are recommended by the vendor providing the services under the HVAC Maintenance Contract shall be subject to Sublessee’s approval, which shall not be unreasonably withheld, conditioned or delayed; and further provided that if Sublessee does not approve any such costs and expenses recommended by such vendor or reasonable alternative recommendation, Sublessee shall indemnify Sublessor from all actual out-of pocket damages, costs and expenses incurred by Sublessor as a result of such failure to approve such costs and expense. As used herein, “Rent” shall include Base Rent and all additional charges (as such may be adjusted from time to time as provided below) to be paid by Sublessee pursuant to this Section 3.3. Sublessee shall be required to pay Sublessee’s Share of Operating Expenses and Building Costs, respectively, notwithstanding any dispute regarding such obligation, unless and until such dispute is finally resolved in favor of Sublessee (or Sublessor, in any dispute relating to payments made by Sublessor under the Sublease Premises by Master Lease). In the event the first day of the Term shall not be the first day of a calendar month or the last day of the Term is not the last day of the calendar month, the Operating Expenses and Building Costs shall be appropriately prorated based on a thirty (30) day month. Within thirty (30) days after Sublessee’s receipt of Building Manager’s statement of Operating Costs, Sublessee shall pay to Sublessor the amount set forth in such statement. Additionally, Sublessee shall pay to Sublessor, as additional rent hereunder, within thirty (30) days after receipt of written request therefor, any other payments for which Sublessee shall become responsible to Landlord or Sublessor under the Master Lease or specifically enumerated herein, Subtenant acknowledges and agrees that obtaining and paying for such services are Subtenant’s sole responsibility (subject to the terms and conditions of this Sublease and the Master Lease), and Sublandlord shall have no obligation with respect thereto (unless otherwise specifically set forth in this Sublease), including, but not limited to, additional rent arising (i) by reason of Sublessee’s request for extraordinary services or utilities (such as replacement lighting) from Landlord or Sublessor, or (ii) as a result of Sublessee’s Event of Default hereunder.