Common use of Omitted Clause in Contracts

Omitted. Filed separately with the Commission. or (ii) despite LICENSOR's share of the Sublicensing Revenue being less than the minimum stated in clause (i) LICENSEE agrees to pay LICENSOR the minimum stated in (i), or (iii) the total Sublicensing Revenue consists of an up-front fee and LICENSOR is unwilling or unable, within ninety (90) days of being requested to approve the Sublicense, to find an equivalent Sublicensee that is willing to pay a higher Sublicensing Revenue. It shall be deemed reasonable for LICENSOR to withhold it's approval of any Sublicense (i) for any market or territory that is capable of being readily and fully penetrable by LICENSEE, or (ii) for which LICENSOR's share of the Sublicensing Revenue does not fall within clauses (i), (ii) or (iii) of the previous sentence. LICENSEE shall be responsible for its Sublicensees and shall not grant any rights which are inconsistent with the rights granted to, and obligations of, LICENSEE hereunder. Any act or omission of a Sublicensee that would be a breach of this License Agreement if performed by LICENSEE shall be deemed to be a breach by LICENSEE of this License Agreement. Each Sublicense shall make LICENSOR a third party beneficiary with the right to enforce its provisions against unauthorized disclosure and use of the Subject Technology, audit the Sublicensee's records to the same scope provided in Section 6 hereof with respect to LICENSEE's records, and have the Sublicense and royalties assigned to LICENSOR under Paragraph 10.5 (ii). No such Sublicense shall contain any provision that purports to grant any rights beyond the rights granted to LICENSEE in this License Agreement. LICENSEE shall give the LICENSOR prompt notification of the identity and address of each Sublicensee with whom it concludes a Sublicense and shall supply the LICENSOR with a copy of each such Sublicense.

Omitted. Filed separately Subtenant shall not, without Overlandlord's prior consent, make any alterations, improvements, or additions in or about the Premises. In requesting Overlandlord's consent, Subtenant shall submit to Overlandlord complete drawings, and specifications describing such work and the identity of the proposed contractor. As a condition to giving such consent, Overlandlord may, among other things, require that Subtenant remove any tion-office use alterations, improvements or additions that Subtenant may install including, for example, kitchens, computer rooms and specially improved file rooms at the expiration of the term which would, if left, require unusual and unreasonable expense to be incurred to readapt the space for normal office use and restore the Premises to their prior condition. Overlandlord shall have the right at any time and from time to time to post and maintain on the Premises such. notices as Overlandlord reasonably deems necessary to protect the Premises, Overlandlord and Sublandlord from mechanics' liens or. any other liens. In any event, Subtenant shall pay when due all claims for labor or materials furnished to -or for Subtenant at or for use in the Premises to the extent such payments are due and owing. Subtenant shall not permit any mechanics' liens to be levied against the Premises for any labor or materials furnished to Subtenant or claimed to have been furnished to Subtenant or to Subtenant's agents or contractors in connection with work of any character performed or claimed to have been performed on the Premises by or at the direction of Subtenant or shall remove such liens of record by bonding against same within fifteen (15) days after the filing of the liens. AR alterations, improvements, or additions in or about the Premises performed by or on behalf of Subtenant shall be done in a first-class, workmanlike manner, shall not unreasonably lessen the value of the leasehold improvements in the Premises, and shall be completed in compliance with all applicable laws, ordinances, regulations, and orders of any governmental -authority having jurisdiction there over, as well as the requirements of insurers of the Premises and the Building. Upon Overlandlord's request, Subtenant shall remove any contractor, subcontractor, or material supplier from the Premises and the Building if the work or presence of such person or entity results in labor disputes in or about the Building or the Marina Village Project, or damage to the Premises, Building or Project. Unless Overlandlord requires their removal as set forth above, all alterations, improvements or additions which may be made on the Premises shall become the property of Overlandlord and remain upon and be surrendered with the Commission. or (ii) despite LICENSOR's share Premises at the expiration of the Sublicensing Revenue being less term; provided, however, that Subtenant's machinery, equipment and trade fixtures, other than any which may be affixed to the minimum stated in clause (i) LICENSEE agrees Premises so that they cannot be removed without material damage-to pay LICENSOR the minimum stated in (i)Premises, or (iii) shall remain the total Sublicensing Revenue consists property of an up-front fee Subtenant and LICENSOR is unwilling or unable, within ninety (90) days of being requested to approve the Sublicense, to find an equivalent Sublicensee that is willing to pay a higher Sublicensing Revenue. It shall may be deemed reasonable for LICENSOR to withhold it's approval of any Sublicense (i) for any market or territory that is capable of being readily and fully penetrable removed by LICENSEE, or (ii) for which LICENSOR's share of the Sublicensing Revenue does not fall within clauses (i), (ii) or (iii) of the previous sentence. LICENSEE Subtenant provided further Subtenant shall be responsible for its Sublicensees and shall not grant any rights which are inconsistent with the rights granted to, and obligations of, LICENSEE hereunder. Any act or omission of a Sublicensee that would be a breach of this License Agreement if performed by LICENSEE shall be deemed to be a breach by LICENSEE of this License Agreement. Each Sublicense shall make LICENSOR a third party beneficiary with the right to enforce its provisions against unauthorized disclosure and use of the Subject Technology, audit the Sublicensee's records repairing all damage to the same scope provided in Section 6 hereof with respect to LICENSEE's records, and have the Sublicense and royalties assigned to LICENSOR under Paragraph 10.5 (ii). No Premises caused by such Sublicense shall contain any provision that purports to grant any rights beyond the rights granted to LICENSEE in this License Agreement. LICENSEE shall give the LICENSOR prompt notification of the identity and address of each Sublicensee with whom it concludes a Sublicense and shall supply the LICENSOR with a copy of each such Sublicenseremoval.

Omitted. Filed separately with (a) Licensor warrants and represents that it has the Commission. or (ii) despite LICENSOR's share right and power to enter into and fully perform this Agreement, that it has the right to grant the rights granted CBS herein and that the broadcast and exploitation of the Sublicensing Revenue being less than coverage of the minimum stated Events will not infringe upon or violate any rights of any kind or nature whatsoever of any person, firm or corporation. Licensor further warrants that Licensor has not granted and will not grant to any party any rights of any kind which would or might derogate or interfere with any rights granted herein. (b) Licensor shall inform CBS in clause writing of the names of any participants in the Events whom Licensor (or any parent or subsidiary) (i) LICENSEE agrees to pay LICENSOR the minimum stated in (i), or (iii) the total Sublicensing Revenue consists of represents as an up-front fee and LICENSOR is unwilling or unable, within ninety (90) days of being requested to approve the Sublicense, to find an equivalent Sublicensee that is willing to pay a higher Sublicensing Revenue. It shall be deemed reasonable for LICENSOR to withhold it's approval of any Sublicense (i) for any market or territory that is capable of being readily and fully penetrable by LICENSEEagent, or (ii) for which LICENSOR's share represents as a business or personal manager. CBS may make such announcement concerning such representation as CBS in its sole discretion may deem appropriate. (c) Licensor warrants that all representations to CBS by Licensor and all representations made by Licensor to third parties about any and all elements of the Sublicensing Revenue does not fall within clauses (i)Events, (ii) or (iii) including, without limitation, the title of the previous sentence. LICENSEE Events, format, record of the participants, purses, etc., are and shall be responsible for its Sublicensees accurate and shall not grant any rights which are inconsistent with the rights granted to, true in every respect. Licensor further warrants that it has made and obligations of, LICENSEE hereunder. Any act or omission of a Sublicensee that would be a breach of this License Agreement if performed by LICENSEE shall be deemed will make full disclosure to be a breach by LICENSEE of this License Agreement. Each Sublicense shall make LICENSOR a third party beneficiary with the right to enforce its provisions against unauthorized disclosure and use of the Subject Technology, audit the Sublicensee's records to the same scope provided in Section 6 hereof CBS with respect to LICENSEE's records, and have the Sublicense and royalties assigned to LICENSOR under Paragraph 10.5 (ii). No all such Sublicense shall contain any provision that purports to grant any rights beyond the rights granted to LICENSEE in this License Agreement. LICENSEE shall give the LICENSOR prompt notification elements of the identity Events as soon as possible after Licensor has knowledge. (d) Licensor warrants that all publicity which it issues or disseminates or otherwise makes available concerning all elements of the Events will be accurate and true in all material respects. (e) Licensor warrants that Licensor will not mislead or misrepresent with respect to any material elements of the Events and that Licensor will include in all of its future agreements with third parties that such third parties will not misrepresent or mislead with respect to the Events. Licensor shall endeavor to include in its prior agreements with third parties that such parties shall not mislead or misrepresent with respect to the Events. (f) Licensor warrants that it shall maintain at its office of the address set forth above, complete books and records (including without limitation copies of each Sublicensee with whom it concludes a Sublicense all relevant contracts) relating to the subject matter of this Agreement. (g) Licensor warrants that Licensor will not use or authorize others to use for any purpose whatsoever any trademarks or service marks of CBS Broadcasting Inc., or its subsidiaries or divisions, including but not limited to the CBS "Eye" device and shall supply the LICENSOR with a copy letters "CBS," "CBS SPORTS," "CBS SPORTS SPECTACULAR," "THE CBS SPORTS SHOW," "EYE ON SPORTS," "CBS SPORTS SATURDAY," "CBS SPORTS SUNDAY" and/or "CBS SPORTS TONIGHT" without the prior written consent of each such SublicenseCBS.

Omitted. Filed separately This Guaranty is absolute and unconditional and is a guaranty of payment and not of collection. The parties hereto waive all notice of non-payment, non-performance, non-observance or proof, or notice, or demand, whereby to charge the undersigned therefore, all of which the undersigned expressly waive and expressly agree that the validity of this Guaranty, and the obligation of the Guarantor hereto shall in no wise be terminated, affected or impaired by reason of the assertion by Landlord against Tenant of any of the rights or remedies reserved to Landlord pursuant to the performance of the within Lease. The undersigned further covenants and agrees that this Guaranty shall remain and continue in full force and effect, as to any renewal, modification or extension of the Lease and during any period when Tenant is occupying the premises as a “statutory tenant”. As a further inducement to Landlord to make this Lease and in consideration thereof, Landlord and the undersigned covenant agree that in any action or proceeding brought by either Landlord or the undersigned against the other on any matters whatsoever arising out of, under, or by virtue of the terms of this Lease or of this Guaranty that Landlord and the undersigned shall and do hereby waive trial by jury. This Guaranty shall not be affected by any assignment of the Lease unless Landlord has given its approval. This Guaranty shall be construed in accordance with the CommissionLaws of the State of New York. In the event of assignment of Lease by Tenant with Landlord’s consent, this Guaranty shall cease upon delivery of an original copy of assignment to Landlord and provided the assignee executes a guaranty the same in form and nature to the instant Guaranty. Notwithstanding anything to the contrary in this Guaranty, if either (x) Guarantor is no longer employed by Tenant or (iiy) despite LICENSOR's share Tenant becomes a public corporation (i.e. a corporation whose stock is listed and traded on a nationally recognized stock exchange), then this Guaranty shall terminate and be null and void and of no further force or effect, provided that the then current tenant of the Sublicensing Revenue being less than the minimum stated in clause Premises delivers to Landlord additional security equal to three (i3) LICENSEE agrees to pay LICENSOR the minimum stated in (i), or (iii) the total Sublicensing Revenue consists of an up-front fee and LICENSOR is unwilling or unable, within ninety (90) days of being requested to approve the Sublicense, to find an equivalent Sublicensee that is willing to pay a higher Sublicensing Revenue. It shall be deemed reasonable for LICENSOR to withhold it's approval of any Sublicense (i) for any market or territory that is capable of being readily and fully penetrable by LICENSEE, or (ii) for which LICENSOR's share months of the Sublicensing Revenue does annual base rent payable at the time that either Xx. Xxxxxxxxxx is no longer employed by Tenant or Tenant becomes a public corporation, as the case may be. In addition, if this Guaranty has not fall within clauses (i), (ii) expired or (iii) been terminated pursuant to the terms of the previous sentenceparagraph then, upon an assignment of this Lease which requires Landlord’s Consent, this Guaranty shall terminate and be null and void and of no further effect provided that the assignee shall execute a guaranty in substantially the same form as this Exhibit G. In witness whereof the undersigned has set his hand this day of October, 2008. LICENSEE shall be responsible for its Sublicensees Xxxxx Xxxxxxxxxx SS#: Address: Part 4th Floor Commencing on the Rent Commencement Date $ 867,578.00 $ 72,298.17 Commencing on the 1st Anniversary of the Rent Commencement Date $ 891,436.40 $ 74,286.37 Commencing on the 2nd Anniversary of the Rent Commencement Date $ 915,950.90 $ 76,329.24 Commencing on the 3rd Anniversary of the Rent Commencement Date $ 1,032,463.55 $ 86,038.63 Commencing on the 4th Anniversary of the Rent Commencement Date $ 1,060,856.29 $ 88,404.69 Commencing on the 5th Anniversary of the Rent Commencement Date to the Expiration Date $ 1,090,029.84 $ 90,835.82 Voice: 215.468.7770 — Toll Free: 888.311.1946 — Web: xxx.xxxxxxxxxxxx.xxx — Email: xxxx@xxxxxxxxxxxx.xxx (1) Set of 48” wide x 2” deep Satin Stainless Steel Fabricated Letters. Letters ship with studs, spacers & a mounting pattern We Propose hereby to furnish material and shall not grant any rights which are inconsistent labor, complete in accordance with the rights granted toabove specifications, and obligations for the sum of: Six hundred seventy two & 00/100, LICENSEE hereunder. Any act or omission of a Sublicensee that would be a breach of this License Agreement if performed by LICENSEE shall be deemed to be a breach by LICENSEE of this License Agreement. Each Sublicense shall make LICENSOR a third party beneficiary with the right to enforce its provisions against unauthorized disclosure and use of the Subject Technologyplus shipping dollars ($672.00 Payment Terms: 50% Deposit, audit the Sublicensee's records to the same scope provided in Section 6 hereof with respect to LICENSEE's records, and have the Sublicense and royalties assigned to LICENSOR under Paragraph 10.5 (ii). No such Sublicense shall contain any provision that purports to grant any rights beyond the rights granted to LICENSEE in this License Agreement. LICENSEE shall give the LICENSOR prompt notification of the identity and address of each Sublicensee with whom it concludes a Sublicense and shall supply the LICENSOR with a copy of each such Sublicense.Balance C.O.D.