Common use of Obligations of Sublandlord Clause in Contracts

Obligations of Sublandlord. Sublandlord shall: (a) Pay “Rent” as due; (b) and comply, in all material respects, with all other obligations under the Prime Lease, except to the extent same have been delegated or conveyed to other subtenants, licensees, and/or non-Sublandlord-occupants of the Original Premises; (c) Duly observe and perform every term and condition of the Prime Lease that is performable by Sublandlord (which excludes any term or condition related to any subleased, licensed, and/or non-Sublandlord-occupied portions of the Original Premises) and that either cannot be performed by Subtenant or is not Subtenant’s responsibility under the Sublease; and (d) Not knowingly do any act that would constitute a default under the Prime Lease. Notwithstanding anything contained herein to the contrary, Sublandlord shall not be liable to Subtenant for any damages or claims arising by reason of the termination of the Prime Lease or this Sublease, except for such as may be directly caused by Sublandlord’s breach of this Sublease or Sublandlord’s default under the Prime Lease resulting in the termination thereof, unless such default is due to any act or failure to act on the part of Subtenant (or any other subtenant, licensee, and/or non-Sublandlord-occupant of the Original Premises) or any breach or default by Subtenant in the performance of its obligations under this Sublease (which includes compliance with the Prime Lease except as otherwise expressly excluded herein), or a default by any other subtenant, licensee, or non-Sublandlord occupant of the Original Premises, in which case Sublandlord shall not be liable to Subtenant for any damages or claims whatsoever. In any event, and notwithstanding anything contained herein to the contrary, Sublandlord shall not be liable to Subtenant under any circumstances for any consequential, special, or punitive damages by reason of the termination of this Sublease or any default of Sublandlord hereunder.

Obligations of Sublandlord. Notwithstanding anything herein contained, the only services or rights to which Subtenant is entitled hereunder are those to which Sublandlord shall: (a) Pay “Rent” as due; (b) is entitled under the Master Lease or which Sublandlord agrees to provide pursuant to the express terms of this Sublease. The parties acknowledge that Subtenant has no privity of contract with Master Landlord and comply, in all material respects, with all other therefore Sublandlord shall use its reasonable good faith efforts to obtain the performance by Master Landlord of its obligations under the Prime LeaseMaster Lease (including, except without limitation all repair and maintenance obligations pursuant to the extent same Section 7.4 thereof). Subtenant shall reimburse Sublandlord for all reasonable costs incurred by Sublandlord in such efforts. Sublandlord shall have been delegated no liability to Subtenant or conveyed to any other subtenants, licensees, and/or non-Sublandlord-occupants person for damage of any nature whatsoever as a result of the Original Premises; (c) Duly observe and failure of Master Landlord to perform every term and condition said obligations except where such failure is the result of the Prime Lease that is performable by Sublandlord (which excludes any term or condition related to any subleased, licensed, and/or non-Sublandlord-occupied portions of the Original Premises) and that either cannot be performed by Subtenant or is not Subtenant’s responsibility under the Sublease; and (d) Not knowingly do any act that would constitute a default under the Prime Lease. Notwithstanding anything contained herein to the contrary, Sublandlord shall not be liable to Subtenant for any damages or claims arising by reason of the termination of the Prime Lease or this Sublease, except for such as may be directly caused by Sublandlord’s breach of the Master Lease. With respect to any obligation of Subtenant to be performed under this Sublease or Sublandlord’s default Sublease, when the Master Lease grants Sublandlord a specific number of days to perform its obligations thereunder, Subtenant shall have two (2) fewer days to perform. With respect to approval required to be obtained by “Landlord” under the Prime Lease resulting in Master Lease, such consent must be obtained from Master Landlord and Sublandlord and the termination thereofapproval of Sublandlord will be deemed withheld if Master Landlord’s consent is not obtained. Sublandlord will duly notice Master Landlord of requests for consent by Subtenant, unless such default is due but retains the right to any act or failure to act on the part make its own independent determination of Subtenant (or any other subtenant, licensee, and/or non-Sublandlord-occupant of the Original Premises) or any breach or default by Subtenant in the performance of its obligations under this Sublease (which includes compliance with the Prime Lease except as otherwise expressly excluded herein), or a default by any other subtenant, licensee, or non-Sublandlord occupant of the Original Premises, in which case Sublandlord shall not be liable to Subtenant for any damages or claims whatsoever. In any event, and notwithstanding anything contained herein consent pursuant to the contrary, Sublandlord shall not be liable to Subtenant under any circumstances for any consequential, special, or punitive damages by reason of the termination terms of this Sublease or any default of Sublandlord hereunderSublease.

Obligations of Sublandlord. Sublandlord shall: (a) Pay “Rent” To the extent that they apply to the Subleased Premises and as due; (b) long as this Sublease is in full force and complyeffect, in all material respectsSubtenant shall be entitled, with all other respect to the Subleased Premises, to the benefit of Master Landlord’s obligations and agreements under the Prime Lease, except Master Lease to furnish utilities and other services to the extent same have been delegated or conveyed to other subtenants, licensees, and/or non-Sublandlord-occupants of the Original Subleased Premises; (c) Duly observe and perform every term and condition of the Prime Lease that is performable by Sublandlord (which excludes any term or condition related to any subleased, licensed, and/or non-Sublandlord-occupied portions of the Original Premises) and that either cannot be performed by Subtenant or is not Subtenant’s responsibility under the Sublease; and (d) Not knowingly do any act that would constitute a default under the Prime Lease. Notwithstanding anything contained herein to the contrary, the only services or rights to which Subtenant is entitled hereunder are those to which Sublandlord shall not be liable to Subtenant for any damages or claims arising by reason of is entitled under the termination of Master Lease and the Prime Lease or this Sublease, except for such as may be directly caused by Sublandlord’s breach of this Sublease or Obligations (as hereinafter defined), and for all such services and rights other than the Sublandlord’s default Sublease Obligations, Subtenant shall look solely to the Master Landlord under the Prime Lease resulting in Master Lease, and the termination thereof, unless such default is due obligations of Sublandlord hereunder shall be limited to any act or failure using its commercially reasonable good faith efforts to act on the part of Subtenant (or any other subtenant, licensee, and/or non-Sublandlord-occupant of the Original Premises) or any breach or default by Subtenant in obtain the performance by Master Landlord of its obligations under this Sublease (the Master Lease, provided Subtenant shall reimburse Sublandlord for its pro rata share of all reasonable costs incurred by Sublandlord in such efforts. Provided that Subtenant is not in default hereunder beyond any applicable notice and cure period, then, if after receipt of Subtenant’s request for services to which includes compliance Subtenant is entitled hereunder and Master Xxxxxxxx’s failure to provide such services following any applicable notice and cure period under the Master Lease, which default affects the Subleased Premises, Sublandlord shall, upon written notification to Subtenant, commence a proceeding or other action to enforce the obligations of Master Landlord insofar as such obligations relate to the Subleased Premises with the Prime Lease except as otherwise expressly excluded herein), or a default by any other subtenant, licensee, or non-Sublandlord occupant of the Original Premiseslegal counsel reasonably acceptable to Subtenant, in which case Subtenant shall reimburse Sublandlord for Subtenant’s pro rata share of the reasonable costs and expenses incurred therewith. Sublandlord has no obligation to perform any obligation of Master Landlord under the Master Lease. Sublandlord shall not be liable have no liability to Subtenant or any other person for damage of any damages or claims whatsoever. In any event, and notwithstanding anything contained herein to the contrary, Sublandlord shall not be liable to Subtenant under any circumstances for any consequential, special, or punitive damages by reason nature whatsoever as a result of the termination failure of this Sublease or any Master Landlord to perform said obligations unless due to a default of Sublandlord under the Master Lease that is not due to a default by Subtenant hereunder. With respect to any obligation of Subtenant to be performed under this Sublease, when the Master Lease grants Sublandlord a specific number of days to perform its obligations thereunder, Subtenant shall have [***] fewer Business Day to perform. With respect to approval required to be obtained by “Landlord” under the Master Lease, such consent must be obtained from Master Landlord and Sublandlord and the approval of Sublandlord may be withheld if Master Xxxxxxxx’s approval is not obtained. During the Term of this Sublease, Sublandlord shall, at Sublandlord’s expense, to the extent required of “Tenant” under the Master Lease, (i) perform Sublandlord’s obligations under the Master Lease to repair and maintain the utility and Building Systems (including, without limitation, the HVAC systems, elevators, electrical, plumbing, life/safety systems, generators and fire pump systems) serving the Master Premises (including the Subleased Premises) in good working order, condition and repair, in keeping with similarly-aged renovated historic office buildings located in the Fort Point Channel district of Boston, and in compliance all applicable laws (including the ADA) (only to the extent Sublandlord is responsible for such compliance with laws under the Master Lease, and provided such compliance is not triggered by any Subtenant Alterations or Subtenant’s specific use of the Subleased Premises as opposed to general office use), reasonable wear and tear and damage by casualty, as a result of condemnation only excepted; (ii) maintain maintenance contracts on the HVAC systems, elevators, life/safety systems, generators and fire pump systems serving the Building; (iii) provide HVAC service to the Subleased Premises and the Common Areas (as hereinafter defined) 24 hours per day, 7 days per week (subject to applicable laws, regulations, codes and ordinances) in accordance with the specifications set forth on Exhibit I attached hereto; (iv) provide janitorial service to the Subleased Premises on Business Days (excluding federal and state holidays) in accordance with the specifications set forth on Exhibit F attached hereto; (v) provide electrical service to the Subleased Premises and the Common Areas of not less than 4 xxxxx per rentable square foot of the Subleased Premises; (vi) provide water and sewer service to the Subleased Premises and the Common Areas consistent with such service provided to the Premises as of the date of this Sublease; (vii) gas service to the Subleased Premises and the Common Areas consistent with such service provided to the Premises as of the date of this Sublease; (viii) snow and ice removal and landscaping services consistent with such services provided at office buildings located in the Fort Point Channel district of Boston; and (ix) professional, third party property management service for the Building consistent with such services provided at office buildings located in the Fort Point Channel district of Boston utilizing LPC Commercial Services, Inc. or another major national property management company (collectively, the “Sublandlord’s Sublease Obligations”. Subtenant shall have the same abatement rights set forth in Section 9.8 for any failure of Sublandlord to perform the Sublandlord’s Sublease Obligations.

Obligations of Sublandlord. Notwithstanding anything herein contained, the only services or rights to which Subtenant is entitled hereunder are those to which Sublandlord shall: (a) Pay “Rent” as due; (b) and comply, in all material respects, with all other obligations is entitled under the Prime Master Lease, except and for all such services and rights Subtenant shall look solely to the extent same Master Landlord under the Master Lease, and the obligations of Sublandlord hereunder shall be limited to using its reasonable good faith efforts to obtain the performance by Master Landlord of its obligations, provided Subtenant shall reimburse Sublandlord for all reasonable costs incurred by Sublandlord in such efforts. Sublandlord shall have been delegated no liability to Subtenant or conveyed to any other subtenants, licensees, and/or non-Sublandlord-occupants person for damage of any nature whatsoever as a result of the Original Premises; (c) Duly observe and failure of Master Landlord to perform every term and condition said obligations except for Master Landlord’s termination of the Prime Sublandlord’s interest as “Tenant” under the Master Lease that is performable by Sublandlord (which excludes any term or condition related to any subleased, licensed, and/or non-in the event of Sublandlord-occupied portions ’s breach of the Original Premises) Master Lease (without cause of Subtenant), and that either cannot be performed by Subtenant or is not Subtenant’s responsibility under the Sublease; and (d) Not knowingly do shall indemnify and hold Sublandlord harmless from any act that would constitute a default under the Prime Leaseand all Claims whatsoever incurred in defending against same. Notwithstanding anything contained herein to the contrary, Sublandlord shall not modify, amend or terminate the Master Lease or exercise its right to terminate the Master Lease pursuant to Section 2.3 of the Master Lease, if such modification, amendment or termination shall materially affect Subtenant’s rights or obligations set forth herein without the prior written consent of Subtenant, which consent shall not be unreasonably withheld; provided however, nothing herein shall prohibit Sublandlord from exercising its right to terminate the Master Lease as expressly set forth in the Master Lease (other than as set forth above) nor shall Sublandlord be liable to Subtenant for any damages or claims arising by reason of the termination of the Prime Master Lease by Master Landlord, whether or this Sublease, except for such as may be directly caused by Sublandlord’s breach of this Sublease or Sublandlord’s default under the Prime Lease resulting in the termination thereofnot permitted therein, unless such default termination is due to any act or failure to act on the part result of Subtenant (or any other subtenant, licensee, and/or non-Sublandlord-occupant a breach of the Original Premises) or any breach or default Master Lease by Subtenant in the performance of its obligations under this Sublease (which includes compliance with the Prime Lease except as otherwise expressly excluded herein), or a default by any other subtenant, licensee, or non-Sublandlord occupant of the Original Premises, in which case Sublandlord shall not be liable to Subtenant for any damages or claims whatsoever. In any event, and notwithstanding anything contained herein to the contrary, Sublandlord shall not be liable to Subtenant under any circumstances for any consequential, special, or punitive damages by reason of the termination of this Sublease or any default of Sublandlord hereunderSublandlord.