Primary Lease. A. All the obligations contained in the Primary Lease imposed upon Sublandlord (as tenant therein) except the payment of Monthly Base Rent are hereby imposed upon Subtenant with respect to the Sub-Premises, provided that any duty or obligation therein required to be performed for the benefit of Overlandlord or right therein granted for the benefit of Overlandlord shall be deemed to be for the benefit of Overlandlord and Sublandlord except as specifically set forth to the contrary herein. Subtenant is hereby granted the right to receive all of the services to be provided to Sublandlord under the Primary Lease. Subtenant covenants and agrees to fully and faithfully perform the terms and conditions of the Primary Lease and the Sublease on its part to be performed. Subtenant shall not do or cause to be done or suffer or permit any act to be done which would or might cause the Primary Lease, or the rights of Sublandlord, as lessee, under the Primary Lease, to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublandlord to be in default thereunder or liable for any damage, claim or penalty. Subtenant agrees, as an express inducement for Sublandlord's executing this Sublease, that if there is any conflict between the provisions of this Sublease and the provisions of the Primary Lease which would permit Subtenant to do or cause to be done or suffer or permit any act or thing to be done which is prohibited by the Primary Lease, then, the provisions of the Primary Lease shall prevail. If the Primary Lease terminates or is terminated for any reason whatsoever, then this Sublease shall automatically terminate simultaneously therewith. If Subtenant is not in default under the terms and conditions hereof, any such termination shall be without liability between Sublandlord and Subtenant, except such liability theretofore accruing; however, if Subtenant is in default, the default provisions hereof shall control as to Subtenant's liability. B. Sublandlord shall have no duty to perform any obligations of the Overlandlord and shall under no circumstances be responsible for or liable to Subtenant for any default, failure or delay on the part of the Overlandlord in the performance or observance of any obligations or covenants under the Primary Lease, nor shall such default of the Overlandlord affect this Sublease or waive or defer the performance of any of Subtenant's obligations hereunder except as expressly set forth in the Primary Lease. C. All services to the Sub-Premises shall be furnished by Overlandlord or the appropriate utility company pursuant to the Primary Lease and Sublandlord shall in no event be obligated to furnish any such services or utilities nor shall Sublandlord be liable for any failure or deficiency in any such services or utility. D. This Sublease and all the rights of the Subtenant hereunder are subject and subordinate to the Primary Lease. Subtenant covenants and agrees to observe and perform all of the covenants and obligations of the Sublandlord as tenant under the Primary Lease, but only the same related to the Sub-Premises. The failure of Subtenant to observe and perform the covenants and obligations of the Primary Lease shall be a default hereunder. E. Provided Subtenant is not in default hereunder, Sublandlord agrees not to do or cause to be done or suffer or permit any act to be done which would or might cause the Primary Lease, or the rights of Sublandlord, as lessee, under the Primary Lease, to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublandlord to be in default thereunder. Sublandlord agrees to promptly deliver copies of notices, received by it under the Primary Lease which allege a default by Sublandlord thereunder and which are not cured by Sublandlord. Subtenant shall obtain all necessary consents from the Overlandlord required under the Primary Lease. Should the consent of the Overlandlord be required prior to the taking or failure to take of any action, Subtenant shall, in addition to the consent of the Overlandlord, obtain the consent of Sublandlord which consent shall, provided the consent of the Overlandlord is granted, not be unreasonably withheld.
Appears in 2 contracts
Sources: Sublease Agreement (Diamond Multimedia Systems Inc), Sublease Agreement (Diamond Multimedia Systems Inc)
Primary Lease. A. All the obligations contained in the Primary Lease imposed upon Sublandlord (as tenant therein) except the payment of Monthly Base Rent are hereby imposed upon Subtenant with respect to the Sub-Premises, provided that any duty or obligation therein required to be performed for the benefit of Overlandlord or right therein granted for the benefit of Overlandlord shall be deemed to be for the benefit of Overlandlord and Sublandlord except as specifically set forth to the contrary herein. Subtenant is hereby granted the right to receive all of the services to be provided to Sublandlord under the Primary Lease. Subtenant covenants and agrees to fully and faithfully perform the terms and conditions of the Primary Lease and the Sublease on its part to be performed. Subtenant shall not do or cause to be done or suffer or permit any act to be done which would or might cause the Primary Lease, or the rights of Sublandlord, as lessee, under the Primary Lease, to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublandlord to be in default thereunder or liable for any damage, claim or penalty. Subtenant agrees, as an express inducement for Sublandlord's executing this Sublease, that if there is any conflict between the provisions of this Sublease and the provisions of the Primary Lease which would permit Subtenant to do or cause to be done or suffer or permit any act or thing to be done which is prohibited by the Primary Lease, then, the provisions of the Primary Lease shall prevail. If the Primary Lease terminates or is terminated for any reason whatsoever, then this Sublease shall automatically terminate simultaneously therewith. If Subtenant is not in default under the terms and conditions hereof, any such termination shall be without liability between Sublandlord and Subtenant, except such liability theretofore accruing; however, if Subtenant is in default, the default provisions hereof shall control as to Subtenant's liability.
B. Sublandlord shall have no duty to perform any obligations of the Overlandlord and shall under no circumstances be responsible for or liable to Subtenant for any default, failure or delay on the part of the Overlandlord in the performance or observance of any obligations or covenants under the Primary Lease, nor shall such default of the Overlandlord affect this Sublease or waive or defer the performance of any of Subtenant's obligations hereunder except as expressly set forth in the Primary Lease.
C. All services to the Sub-Premises shall be furnished by Overlandlord or the appropriate utility company pursuant to the Primary Lease and Sublandlord shall in no event be obligated to furnish any such services or utilities nor shall Sublandlord be liable for any failure or deficiency in any such services or utility.
D. This Sublease and all the rights of the Subtenant hereunder are is subject and subordinate to the Primary Lease. Subtenant covenants and agrees to observe and perform all A redacted copy of the covenants Primary Lease is attached hereto as Exhibit A and obligations made a part of the Sublandlord as tenant under this Sublease.
B. The terms, covenants, and conditions of the Primary Lease, but only in the same related form attached hereto as Exhibit A. are incorporated herein by reference, except to the Sub-Premisesextent they are expressly deleted or modified by the provisions of this Sublease. The failure of Subtenant to observe Every term, covenant, and perform the covenants and obligations condition of the Primary Lease shall binding on or inuring to the benefit of Landlord shall, in respect of this Sublease, be a default hereunderbinding on or inure to the benefit of Sublessor and every term, covenant, and condition of the Primary Lease binding on or inuring to the benefit of Sublessor shall, in respect of this Sublease, be binding on and inure to the benefit of Sublessee.
E. Provided Subtenant is not in default hereunder, Sublandlord agrees not to C. Neither Party shall do or cause permit to be done or suffer or permit any act or thing, or omit to be done do anything, which would may constitute a breach or might cause violation of any term, covenant, or condition of the Primary Lease, notwithstanding such act, thing, or omission is permitted under the rights terms of Sublandlordthis Sublease. The Parties agree to use commercially reasonable efforts to keep and perform promptly, as lesseeeach of the terms, covenants and conditions of the Lease relating to the Subleased Premises, provided however, that nothing in this sentence is intended to limit, waive, or restrict Sublessor’s indemnity obligation in Section 4B.
D. Sublessee hereby agrees that L▇▇▇▇▇▇▇ is solely responsible for the performance of any of the terms and conditions required to be performed by Landlord under the terms of the Primary Lease. Notwithstanding the foregoing, on the written request of Sublessee, Sublessor shall make a written demand on Landlord to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublandlord to be in default thereunder. Sublandlord agrees to promptly deliver copies of notices, received by it perform its obligations under the Primary Lease which allege a default by Sublandlord thereunder with respect to the Subleased Premises if Landlord fails to perform same within the time frame and which are not cured by Sublandlord. Subtenant shall obtain all necessary consents from in the Overlandlord manner required under the Primary Lease; provided, however, Sublessee shall not be required to bring any action against the Landlord to enforce its obligations. Should In the consent event that any legal action against the Landlord is required, Sublessor and Sublessee shall each be responsible for 50% of the Overlandlord be required prior to the taking or failure to take costs of any such action, Subtenant shall, in addition to the consent . DSD 3 DK Sublessee’s Initials Sublessor’s Initials
E. For any repairs required under Section 17 of the Overlandlord, obtain Primary Lease occurring after the consent Commencement Date and as a result of Sublandlord which consent shall, provided the consent Sublessee’s use of the Overlandlord is grantedSubleased Premises, not Sublessee shall each be unreasonably withheldresponsible for the costs of such repair.
Appears in 1 contract
Sources: Sublease Agreement (Anteris Technologies Global Corp.)
Primary Lease. A. All Sublessee hereby represents and acknowledges that it has received a copy of the obligations contained in Primary Lease, which is attached to this Sublease as Schedule 2, has read the Primary Lease imposed upon Sublandlord (in its entirety and understands the provisions of the Primary Lease. Except as tenant therein) except the payment of Monthly Base Rent are hereby imposed upon Subtenant with respect otherwise expressly set forth in this Sublease, Sublessee agrees as follows:
a. This Sublease shall be subject to the Sub-Premises, provided that any duty or obligation therein required to be performed for the benefit of Overlandlord or right therein granted for the benefit of Overlandlord and shall be deemed to be for the benefit of Overlandlord and Sublandlord except as specifically set forth to the contrary herein. Subtenant is hereby granted the right to receive include all of the services to be provided to Sublandlord under the Primary Lease. Subtenant terms, provisions, agreements, covenants and agrees to fully and faithfully perform the terms and conditions of the Primary Lease to the extent such terms, provisions, agreements, covenants and conditions relate to the Sublease on its part to be performed. Subtenant shall not do or cause to be done or suffer or permit any act to be done which would or might cause the Primary Lease, or the rights of SublandlordSubleased Premises, as lesseeif such terms, under the Primary Leaseprovisions, to be endangeredagreements, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublandlord to be in default thereunder or liable for any damage, claim or penalty. Subtenant agrees, covenants and conditions were more expressly incorporated as an express inducement for Sublandlord's executing part of this Sublease, that if there is any conflict between the provisions of this Sublease and the provisions ;
b. All of the Primary Lease which would permit Subtenant to do or cause to be done or suffer or permit any act or thing to be done which is prohibited by the Primary Leaseterms, thenprovisions, the provisions of the Primary Lease shall prevail. If the Primary Lease terminates or is terminated for any reason whatsoeveragreements, then this Sublease shall automatically terminate simultaneously therewith. If Subtenant is not in default under the terms covenants and conditions hereof, any such termination shall be without liability between Sublandlord and Subtenant, except such liability theretofore accruing; however, if Subtenant which Sublessor is in default, the default provisions hereof shall control as to Subtenant's liability.
B. Sublandlord shall have no duty obligated to perform any obligations of the Overlandlord and shall with which it is required to comply under no circumstances be responsible for or liable to Subtenant for any default, failure or delay on the part of the Overlandlord in the performance or observance of any obligations or covenants under the Primary Lease, nor shall such default of the Overlandlord affect this Sublease or waive or defer the performance of any of Subtenant's obligations hereunder except as expressly set forth in the Primary Lease.
C. All services to the Sub-Premises shall be furnished by Overlandlord or the appropriate utility company pursuant to the Primary Lease and Sublandlord shall in no event be obligated to furnish any such services or utilities nor shall Sublandlord be liable for any failure or deficiency in any such services or utility.
D. This Sublease and all the rights of the Subtenant hereunder are subject and subordinate to the Primary Lease. Subtenant covenants and agrees to observe and perform all of the covenants and obligations of the Sublandlord as tenant under the Primary Lease, but only the same related to the Sub-Premises. The failure of Subtenant to observe and perform the covenants and obligations of the Primary Lease shall be a default hereunder.
E. Provided Subtenant binding upon, and enforceable against, Sublessee during the term of this Sublease, with respect to the Subleased Premises; and during the Term of this Sublease, Sublessee herby covenants to perform all such obligations and otherwise comply with all requirements to which Sublessor is not in default hereunder, Sublandlord agrees not to do or cause to be done or suffer or permit any act to be done which would or might cause the Primary Lease, or the rights of Sublandlord, as lessee, under the Primary Lease, to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublandlord to be in default thereunder. Sublandlord agrees to promptly deliver copies of notices, received by it bound under the Primary Lease which allege a default by Sublandlord thereunder with respect to, and which are not cured by Sublandlord. Subtenant as shall obtain all necessary consents from relate to, the Overlandlord required Subleased Premises;
c. All of the rights and privileges of Sublessor under the Primary Lease. Should Lease shall inure to the consent benefit of Sublessee to the extent that such rights and privileges relate to the Subleased Premises; and
d. All of the Overlandlord be required prior rights and remedies of the Lessor under the Primary Lease shall inure to the taking or failure to take benefit of any action, Subtenant shall, in addition Sublessor to the consent of extent such rights and remedies relate to the Overlandlord, obtain the consent of Sublandlord which consent shall, provided the consent of the Overlandlord is granted, not be unreasonably withheldSubleased Premises and to Sublessee's obligation under this Sublease.
Appears in 1 contract
Sources: Sublease Agreement (Ascent Solar Technologies, Inc.)
Primary Lease. A. All the obligations contained in (a) The terms and conditions of the Primary Lease imposed upon Sublandlord (as tenant therein) except the payment are incorporated into this Sublease by reference for all purposes. Subtenant, by Subtenant’s execution of Monthly Base Rent are hereby imposed upon this Sublease, acknowledges that Tenant has furnished Subtenant with respect to the Sub-Premises, provided that any duty or obligation therein required to be performed for the benefit a copy of Overlandlord or right therein granted for the benefit of Overlandlord shall be deemed to be for the benefit of Overlandlord and Sublandlord except as specifically set forth to the contrary herein. Subtenant is hereby granted the right to receive all of the services to be provided to Sublandlord under the Primary Lease. Subtenant covenants has examined the Primary Lease and is familiar with its terms. Except as otherwise expressly provided in this Sublease, Subtenant agrees to fully and faithfully perform comply in all respects with the terms and conditions of the Primary Lease insofar as the same are applicable to the Subleased Premises.
(b) As between Tenant and Subtenant, Tenant shall be entitled to all of the Sublease on its part rights and remedies reserved by and granted to be performed. Subtenant shall not do or cause to be done or suffer or permit any act to be done which would or might cause the landlord in the Primary Lease, or Lease as if Tenant was the rights of Sublandlord, as lessee, “Landlord” under the Primary Lease and Subtenant was the “Tenant” under the Primary Lease, to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublandlord to be in default thereunder or liable for any damage, claim or penalty. Subtenant agrees, as an express inducement for Sublandlord's executing this Sublease, that if there is any conflict between the provisions of Such rights and remedies are incorporated into this Sublease by reference for all purposes.
(c) This Sublease is subject and subordinate to all of the provisions terms, covenants and conditions of the Primary Lease which would permit Subtenant and to do or cause to be done or suffer or permit any act or thing to be done which is prohibited by all of the rights of Landlord under the Primary Lease, then, the provisions of the Primary Lease shall prevail. If the Primary Lease terminates or is terminated for any reason whatsoeverprior to the expiration or termination of this Sublease, then this Sublease Subtenant shall automatically terminate simultaneously therewith. If Subtenant is not in default under the terms and conditions hereof, have any claim whatsoever against Tenant arising or resulting from such termination shall be without liability between Sublandlord and Subtenant, except such liability theretofore accruing; however, if Subtenant is in default, the default provisions hereof shall control as to Subtenant's liability.
B. Sublandlord shall have no duty to perform any obligations of the Overlandlord and shall under no circumstances be responsible for or liable to Subtenant for any default, failure or delay on the part of the Overlandlord in the performance or observance of any obligations or covenants under the Primary Lease, nor shall such default of the Overlandlord affect this Sublease or waive or defer the performance of any of Subtenant's obligations hereunder except as expressly set forth in the Primary Lease.
C. All services (d) During all time that this Sublease is in effect, Subtenant must, at Subtenant’s expense, maintain in full force and effect insurance policies that are equivalent in coverage and amounts to the Sub-Premises shall be furnished by Overlandlord or the appropriate utility company pursuant insurance policies that Tenant is required to the Primary Lease and Sublandlord shall in no event be obligated to furnish any such services or utilities nor shall Sublandlord be liable for any failure or deficiency in any such services or utility.
D. This Sublease and all the rights of the Subtenant hereunder are subject and subordinate to the Primary Lease. Subtenant covenants and agrees to observe and perform all of the covenants and obligations of the Sublandlord as tenant under the Primary Lease, but only the same related to the Sub-Premises. The failure of Subtenant to observe and perform the covenants and obligations of the Primary Lease shall be a default hereunder.
E. Provided Subtenant is not in default hereunder, Sublandlord agrees not to do or cause to be done or suffer or permit any act to be done which would or might cause the Primary Lease, or the rights of Sublandlord, as lessee, under the Primary Lease, to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublandlord to be in default thereunder. Sublandlord agrees to promptly deliver copies of notices, received by it under the Primary Lease which allege a default by Sublandlord thereunder and which are not cured by Sublandlord. Subtenant shall obtain all necessary consents from the Overlandlord required maintain under the Primary Lease. Should the consent Such policies must name Tenant and Landlord as additional insureds. Subtenant must provide Tenant with a copy of the Overlandlord be insurance certificates evidencing the required prior to the taking or failure to take of any action, coverage as soon as practical. Initialed for identification by Subtenant shall, in addition to the consent of the Overlandlord, obtain the consent of Sublandlord which consent shall, provided the consent of the Overlandlord is granted, not be unreasonably withheld./s/ BP and Tenant /s/ JH
Appears in 1 contract
Primary Lease. A. All the obligations contained in a) The terms and conditions of the Primary Lease imposed upon Sublandlord (as tenant therein) except the payment of Monthly Base Rent are hereby imposed upon Subtenant incorporated herein by reference for all purposes, and Sublessor has furnished Sublessee with respect to the Sub-Premises, provided that any duty or obligation therein required to be performed for the benefit of Overlandlord or right therein granted for the benefit of Overlandlord shall be deemed to be for the benefit of Overlandlord and Sublandlord except as specifically set forth to the contrary herein. Subtenant is hereby granted the right to receive all a copy of the services to be provided to Sublandlord under Primary Lease which is attached as Exhibit A. The parties acknowledge that Sublessee has examined the Primary LeaseLease and is familiar with the terms thereof. Subtenant covenants and Except as otherwise expressly provided in this Sublease, Sublessee hereby agrees to fully and faithfully perform comply in all respects with the terms and conditions of the Primary Lease insofar as the same are applicable to the Subleased Premises.
b) As between Sublessor and Sublessee, Sublessor shall be entitled to all of the Sublease on its part rights and remedies reserved by and granted to be performed. Subtenant shall not do or cause to be done or suffer or permit any act to be done which would or might cause the Landlord in the Primary Lease, or Lease as if Sublessor was the rights of Sublandlord, as lessee, “Landlord” under the Primary Lease and Sublessee was the “Tenant” under the Primary Lease, and such rights and remedies are hereby incorporated herein by reference for all purposes. No such rights, insofar as they would conflict with the Landlord’s exercise of rights under the Primary Lease, shall be conferred upon or exercised by Sublessor, for example the Landlord, and not the Sublessor shall have the right to be endangeredmake rules and regulations pertaining to the Building and Subleased Premises.
c) This Sublease is subject and subordinate to all of the terms, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublandlord covenants and conditions of the Primary Lease and to be all of the rights of Landlord under the Primary Lease.
d) Notwithstanding anything to the contrary in default thereunder or liable for any damage, claim or penalty. Subtenant agrees, as an express inducement for Sublandlord's executing this Sublease, the parties agree and acknowledge that if there Sublessee is any conflict between responsible for paying the provisions of Base Rental and Additional Rental set forth in this Sublease and not the provisions amounts set forth in the Primary Lease and Sublessee is not responsible for any terms and conditions of the Primary Lease which would permit Subtenant apply to do or cause effect portions of the Premises which are not part of the Subleased Premises.
e) In the event the Primary Lease terminates for any reason prior to be done the expiration or suffer termination of this Sublease, Sublessee shall not have any claim whatsoever against Sublessor arising or permit any act or thing to be done which is prohibited by resulting from such termination of the Primary Lease, then, the provisions of unless the Primary Lease shall prevail. If the Primary Lease terminates was terminated due to actions or is terminated for any reason whatsoever, then this Sublease shall automatically terminate simultaneously therewith. If Subtenant is not in default under the terms and conditions hereof, any such termination shall be without liability between Sublandlord and Subtenant, except such liability theretofore accruing; however, if Subtenant is in default, the default provisions hereof shall control as to Subtenant's liability.
B. Sublandlord shall have no duty to perform any obligations of the Overlandlord and shall under no circumstances be responsible for or liable to Subtenant for any default, failure or delay inactions on the part of the Overlandlord in Sublessor which constituted gross negligence or willful misconduct on the performance or observance part of any same. Sublessor agrees to fully perform its obligations or covenants under the Primary Lease, nor shall such default of the Overlandlord affect this Sublease or waive or defer the performance of any of Subtenant's obligations hereunder except as expressly set forth in the Primary Lease.
C. All services to the Sub-Premises shall be furnished by Overlandlord or the appropriate utility company pursuant to the Primary Lease and Sublandlord this Sublease; it shall in no event be obligated to furnish any such services or utilities nor shall Sublandlord be liable for any failure or deficiency in any such services or utility.
D. This Sublease and all the rights willful misconduct of the Subtenant hereunder are subject and subordinate Sublessor if the Sublessor fails to the Primary Lease. Subtenant covenants and agrees to observe and perform all of the covenants and its obligations of the Sublandlord as tenant under the Primary LeaseLease or this Sublease. Sublessor hereby indemnifies and holds harmless Sublessee against all damages incurred by Sublessee, but only including all relocation costs, litigation costs and attorneys’ fees, caused by the same related cancellation of the Sublease due to Landlord’s terminating the Primary Lease due to the Sub-Premisesdefault of Sublessor of its obligations under this Sublease. The failure of Subtenant to observe and perform the covenants and obligations Sublessor may not terminate or buyout of the Primary Lease shall be a default hereunder.
E. Provided Subtenant is or begin such negotiations, without prior written consent from Sublessee. Sublessor may not in default hereunder, Sublandlord agrees not to do modify or cause to be done or suffer or permit any act to be done which would or might cause amend the Primary Lease, or Lease in any way that would be detrimental to the rights of Sublandlord, as lessee, under the Primary Lease, to be endangered, cancelled, terminated, forfeited or surrendered, Sublessee or which would negatively impact the Sublessee or might cause Sublandlord to be in default thereunder. Sublandlord agrees to promptly deliver copies of notices, received by it under the Primary Lease which allege a default by Sublandlord thereunder and which are not cured by Sublandlord. Subtenant shall obtain all necessary consents from the Overlandlord required under the Primary Lease. Should the consent of the Overlandlord be required prior to the taking or failure to take of any action, Subtenant shall, in addition to the consent of the Overlandlord, obtain the consent of Sublandlord which consent shall, provided the consent of the Overlandlord is granted, not be unreasonably withheldSublease.
Appears in 1 contract
Sources: Sublease Agreement (JetPay Corp)
Primary Lease. A. All the obligations contained in (a) The terms and conditions of the Primary Lease imposed upon Sublandlord (as tenant therein) except the payment are incorporated into this Sublease by reference for all purposes. Subtenant, by Subtenant’s execution of Monthly Base Rent are hereby imposed upon this Sublease, acknowledges that Tenant has furnished Subtenant with respect a complete copy of the Primary Lease, Subtenant has examined the Primary Lease and is familiar with its terms.
(b) This Sublease is subject and subordinate to the Sub-Premises, provided that any duty or obligation therein required to be performed for the benefit of Overlandlord or right therein granted for the benefit of Overlandlord shall be deemed to be for the benefit of Overlandlord and Sublandlord except as specifically set forth to the contrary herein. Subtenant is hereby granted the right to receive all of the services terms, covenants and conditions of the Primary Lease and to be provided to Sublandlord all of the rights of Landlord under the Primary Lease. Subtenant covenants and agrees to fully and faithfully perform comply in all respects with the terms and conditions of the Primary Lease and any agreement to which the Sublease on its part Primary Lease is subject, and expressly assumes Tenant’s obligations thereunder, insofar as the same are applicable to the Subleased Premises.
(c) As between Tenant and Subtenant, Tenant shall be performed. entitled to all of the rights and remedies reserved by and granted to the Landlord in the Primary Lease as if Tenant was the “Landlord” under the Primary Lease and Subtenant shall not do or cause to be done or suffer or permit any act to be done which would or might cause was the “Tenant” under the Primary Lease. Such rights and remedies are incorporated into this Sublease by reference for all purposes. Notwithstanding the foregoing, it is expressly understood and agreed that Tenant does not assume and shall not have any of the obligations or liabilities of Landlord under the Primary Lease and that Tenant is not making the representations or warranties, if any, made by Landlord in the Primary Lease. With respect to work, services, repairs and restoration or the rights performance of Sublandlord, as lessee, other obligations required of Landlord under the Primary Lease, to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublandlord to be in default thereunder or liable for any damage, claim or penalty. Subtenant agrees, as an express inducement for Sublandlord's executing this Sublease, that if there is any conflict between the provisions of this Sublease and the provisions of the Primary Lease which would permit Subtenant to do or cause to be done or suffer or permit any act or thing to be done which is prohibited by the Primary Lease, then, the provisions of the Primary Lease shall prevail. If the Primary Lease terminates or is terminated for any reason whatsoever, then this Sublease shall automatically terminate simultaneously therewith. If Subtenant is not in default under the terms and conditions hereof, any such termination Tenant’s sole obligation with respect thereto shall be without liability between Sublandlord and to request the same, upon written request from Subtenant, except such liability theretofore accruing; however, if Subtenant is and to use reasonable efforts to obtain the same from Landlord. Tenant shall not be liable in default, the default provisions hereof shall control as to Subtenant's liability.
B. Sublandlord shall have no duty damages for or on account of any failure by Landlord to perform any the obligations of the Overlandlord and shall duties imposed on it under no circumstances be responsible for or liable to Subtenant for any default, failure or delay on the part of the Overlandlord in the performance or observance of any obligations or covenants under the Primary Lease, nor shall such default of the Overlandlord affect this Sublease or waive or defer the performance of any of Subtenant's obligations hereunder except as expressly set forth in the Primary Lease.
C. All services to the Sub-Premises shall be furnished by Overlandlord or the appropriate utility company pursuant to the Primary Lease and Sublandlord shall in no event be obligated to furnish any such services or utilities nor shall Sublandlord be liable for any failure or deficiency in any such services or utility.
D. This Sublease and all the rights of the Subtenant hereunder are subject and subordinate to the Primary Lease. Subtenant (d) Tenant covenants and agrees to observe and perform all of the covenants and its obligations of the Sublandlord as tenant under pursuant to the Primary LeaseLease (provided, but only however, the same related to the Subnon-Premises. The failure performance by Tenant of Subtenant to observe and perform the covenants and any of its obligations of under the Primary Lease shall be a default hereunder.
E. Provided not excuse Subtenant is from any of its obligations under this Sublease) and to not in default hereunder, Sublandlord agrees not take any voluntary or intentional action to do or cause to be done or suffer or permit any act to be done which would or might cause the Primary Lease, or the rights of Sublandlord, as lessee, under the Primary Lease, Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublandlord to not be in default thereunder. Sublandlord agrees to promptly deliver copies full force and effect during the term of notices, received by it under the Primary Lease which allege a default by Sublandlord thereunder and which are not cured by Sublandlord. Subtenant shall obtain all necessary consents from the Overlandlord required under the Primary Lease. Should the consent of the Overlandlord be required prior to the taking or failure to take of any action, Subtenant shall, in addition to the consent of the Overlandlord, obtain the consent of Sublandlord which consent shall, provided the consent of the Overlandlord is granted, not be unreasonably withheldthis Sublease.
Appears in 1 contract
Primary Lease. A. All (a) Subtenant hereby covenants to perform the obligations contained in covenants and undertakings of “Tenant” under the Primary Lease imposed upon Sublandlord (as tenant therein) except and to abide by the payment terms of Monthly Base Rent are hereby imposed upon Subtenant with respect the Primary Lease to the Sub-Premisesextent the same are applicable to the Subleased Premises during the term of this Sublease, provided that any duty and shall not do or obligation therein required permit to be performed for the benefit done any act which shall result in a violation of Overlandlord or right therein granted for the benefit any of Overlandlord shall be deemed to be for the benefit of Overlandlord and Sublandlord except as specifically set forth to the contrary herein. Subtenant is hereby granted the right to receive all of the services to be provided to Sublandlord under the Primary Lease. Subtenant covenants and agrees to fully and faithfully perform the terms and conditions of the Primary Lease and Lease, including, without limitation, complying with the Sublease on its part to be performed. Subtenant shall not do or cause to be done or suffer or permit any act to be done which would or might cause use provisions set forth in Section 5 of the Primary Lease, or the rights of Sublandlord, as lessee, under the Primary Lease, to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublandlord to be insurance and indemnity provisions set forth in default thereunder or liable for any damage, claim or penalty. Subtenant agrees, as an express inducement for Sublandlord's executing this Sublease, that if there is any conflict between the provisions of this Sublease and the provisions Section 15 of the Primary Lease which would permit Subtenant to do or cause to be done or suffer or permit any act or thing to be done which is prohibited by and the hazardous material provisions set forth in Section 29.11 of the Primary Lease, then, the provisions of the Primary Lease shall prevail. If the Primary Lease terminates or is terminated for any reason whatsoever, then this Sublease shall automatically terminate simultaneously therewith. If Subtenant is not in default under the terms and conditions Subject to Section 12 hereof, any such termination shall be without liability between Subtenant acknowledges and agrees that performance by Sublandlord and Subtenant, except such liability theretofore accruing; however, if Subtenant is in default, the default provisions hereof shall control as to Subtenant's liability.
B. Sublandlord shall have no duty to perform any obligations of the Overlandlord and shall under no circumstances be responsible for or liable to Subtenant for any default, failure or delay on the part of the Overlandlord in the performance or observance of any obligations or covenants under the Primary Lease, nor shall such default of the Overlandlord affect this Sublease or waive or defer the performance of any of Subtenant's its obligations hereunder except as expressly set forth in the Primary Lease.
C. All services to the Sub-Premises shall be furnished are conditioned upon due performance by Overlandlord or the appropriate utility company pursuant to Prime Landlord of its corresponding obligations under the Primary Lease and that Sublandlord shall not be in no event be obligated default under this Sublease for failure to furnish any such render services or utilities nor to perform obligations that are the responsibility of the Prime Landlord under the Primary Lease except as otherwise set forth herein. Sublandlord shall Sublandlord be liable for any failure or deficiency in any such services or utility.
D. This Sublease and have all of the rights and privileges of the Subtenant hereunder are subject and subordinate to Prime Landlord under the Primary Lease. Lease as against Subtenant covenants and and, as between the parties hereto, Subtenant agrees to observe and perform all of the terms, covenants and obligations conditions on Sublandlord’s part to be observed and performed under the Primary Lease incorporated herein and applicable to the Subleased Premises. As between Sublandlord and Subtenant, subject to Section 6(b) hereof, Subtenant shall be entitled to all of the rights and privileges of the Sublandlord as tenant under the terms of the Primary Lease, but only the same related Lease as and to the Sub-extent expressly incorporated by reference into this Sublease and solely with respect to the Subleased Premises. The failure .
(b) Provisions of Subtenant the Primary Lease which do not directly or indirectly pertain to observe and perform the covenants and obligations Subleased Premises or which are expressly addressed within provisions of this Sublease shall not apply to this Sublease, and, in any case, the following numbered paragraphs of the Primary Lease shall be a default hereunder.
E. Provided Subtenant is not apply to this Sublease: Exhibit 1, Sheet 1 and Sections 4.1(a)(1) and (2); 4.1(c); 4.2(B),(C),(D) and (F); 4.4; 4.5; 8.1(b) and (c); 9.7; the third sentence of 14.1, 29.13, 29.14 (except as applicable to Section 2(b) hereof), 29.15, 29.16; 29.19 (except as applicable to Section 21 hereof); 29.20 of the Original Lease; the First Amendment; the Second Amendment; the Third Amendment (except for Schedule 1) and Sections 1, 3, 4, 5, 6, 9, 10, 12 and 13 of the Fourth Amendment. In addition, the time limits contained in default hereunder, Sublandlord agrees not to do or cause to be done or suffer or permit any act to be done which would or might cause the Primary Lease, or the rights of Lease for Sublandlord, as lessee, under the Primary Lease“Tenant”, to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublandlord to be in default thereunder. Sublandlord agrees to promptly deliver copies of give notices, received make demands or perform any act, covenant or condition or to exercise any right, remedy or option, are, as applied to Subtenant, modified herein by it under shortening the same in each instance by three (3) days. In case such time limits in the Primary Lease which allege a default are for less than seven (7) days, those time limits are instead modified herein by Sublandlord thereunder and which are not cured shortening the same by Sublandlord. Subtenant shall obtain all necessary consents from the Overlandlord required under the Primary Lease. Should the consent of the Overlandlord be required prior to the taking or failure to take of any actiontwo (2) business days; provided, Subtenant shallhowever, in addition to no event shall the consent of the Overlandlord, obtain the consent of Sublandlord which consent shall, provided the consent of the Overlandlord is granted, not time limits imposed be unreasonably withheldless than one (1) business day.
Appears in 1 contract
Primary Lease. A. All the obligations contained in (a) The terms and conditions of the Primary Lease imposed upon Sublandlord (as tenant therein) except the payment of Monthly Base Rent are hereby imposed upon Subtenant incorporated herein by reference for all purposes, and Sublessee, by Sublessee's execution hereof, acknowledges that Sublessor has furnished Sublessee with respect to the Sub-Premises, provided that any duty or obligation therein required to be performed for the benefit of Overlandlord or right therein granted for the benefit of Overlandlord shall be deemed to be for the benefit of Overlandlord and Sublandlord except as specifically set forth to the contrary herein. Subtenant is hereby granted the right to receive all a copy of the services to be provided to Sublandlord under Primary Lease and that Sublessee has examined the Primary LeaseLease and is familiar with the terms thereof. Subtenant covenants and Except as otherwise expressly provided in this Sublease, Sublessee agrees to fully and faithfully perform comply in all respects with the terms and conditions of the Primary Lease insofar as the same are applicable to the Subleased Premises. Sublessee hereby covenants and the Sublease on its part agrees to be performed. Subtenant shall not do promptly deliver to Sublessor copies of any and all notices or cause other correspondence received by Sublessee from Landlord that might affect Sublessor in any manner and further agrees to be done or suffer or permit any act to be done which would or might cause the Primary Lease, or the rights of Sublandlord, as lessee, under the Primary Lease, to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublandlord to be in default thereunder or liable for any damage, claim or penalty. Subtenant agrees, as an express inducement for Sublandlord's executing this Sublease, that if there is any conflict between the provisions of this Sublease and the provisions of the Primary Lease which would permit Subtenant to do or cause to be done or suffer or permit any act or thing to be done which is prohibited by the Primary Lease, then, the provisions of the Primary Lease shall prevail. If the Primary Lease terminates or is terminated for any reason whatsoever, then this Sublease shall automatically terminate simultaneously therewith. If Subtenant is not in default under the terms and conditions hereof, any such termination shall be without liability between Sublandlord and Subtenant, except such liability theretofore accruing; however, if Subtenant is in default, the default provisions hereof shall control as to Subtenant's liability.
B. Sublandlord shall have no duty to perform any obligations of the Overlandlord and shall under no circumstances be responsible for or liable to Subtenant for any default, failure or delay on the part of the Overlandlord so deliver same in the performance or observance of any obligations or covenants under the Primary Lease, nor shall such default of the Overlandlord affect this Sublease or waive or defer the performance of manner most appropriate to insure that Sublessor will be able to respond to any of Subtenant's obligations hereunder except as expressly such notices or other correspondence from the Landlord within any time periods set forth in the Primary Lease.
C. All services (b) As between Sublessor and Sublessee, Sublessor shall be entitled to all of the rights and remedies reserved by and granted to the Sub-Premises shall be furnished by Overlandlord or landlord in the appropriate utility company pursuant to Primary Lease as if Sublessor was the "Landlord" under the Primary Lease and Sublandlord Sublessee was the "Tenant" under the Primary Lease, and such rights and remedies are incorporated herein by reference for all purposes; provided, however, that Sublessor will not exercise any "lockout" remedies which would cause Sublessee to be in violation of any local, state or federal laws.
(c) This Sublease is subject and subordinate to all of the terms, covenants and conditions of the Primary Lease and to all of the rights of Landlord under the Primary Lease. If the Primary Lease terminates for any reason prior to the expiration or earlier termination of this Sublease, Sublessee shall not have any claim whatsoever against Sublessor arising or resulting from such termination of the Primary Lease, except as results from an Event of Default by Sublessor, not caused by Sublessee's default, under, and as defined in, the Primary Lease.
(d) Sublessee hereby acknowledges and agrees that the only services, amenities and rights to which Sublessee is entitled under this Sublease are those to which Sublessor is entitled under the Primary Lease (subject to all provisions, restrictions and conditions imposed of the Primary Lease); provided, however, that Sublessor will allow Sublessee to use Sublessor's existing card key system which will be maintained by Sublessor subject to the limitations on liability, releases and indemnities by Sublessee set forth in Section 5 below. If Sublessor fails to repair the card key system within ten (10) days after written notice from Sublessee, Sublessee may make such repairs, and Sublessor will reimburse Sublessee for its reasonable costs upon demand. Sublessor shall in no event be obligated liable to furnish Sublessee for Landlord's failure to provide any other services, amenities and rights, nor shall any such services failure be construed as a breach hereof by Sublessor or utilities nor shall Sublandlord be liable for an eviction of Sublessee or entitle Sublessee to an abatement of any failure or deficiency in any such services or utilityof the rentals under this Sublease, except and only to the extent that Sublessor receives an abatement under the Primary Lease with respect thereto.
D. This Sublease and all (e) Sublessee shall not have the rights right to exercise any of the Subtenant hereunder are subject and subordinate to the Primary Lease. Subtenant covenants and agrees to observe and perform all of the covenants and obligations of the Sublandlord as tenant Sublessor's options or elections permitted or authorized under the Primary Lease, but only or to institute any action or proceeding against Landlord for the same related to the Sub-Premises. The failure of Subtenant to observe and perform the covenants and obligations enforcement of the Primary Lease Lease. If Landlord shall be a default hereunder.
E. Provided Subtenant is not in default hereunder, Sublandlord agrees not to do or cause to be done or suffer or permit the performance of any act to be done which would or might cause the Primary Lease, or the rights of Sublandlord, as lessee, its obligations under the Primary Lease, Sublessor shall, upon the written request of Sublessee and at Sublessee's sole cost and expense, use its diligent good faith efforts to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublandlord to be in default thereunder. Sublandlord agrees to promptly deliver copies of notices, received by it under enforce the Primary Lease which allege a and obtain Landlord's compliance with its obligations thereunder.
(f) Sublessor warrants and represents to Sublessee that:
(i) It has not received any notice of default by Sublandlord thereunder from Landlord and, to its best knowledge without independent review or investigation, the Primary Lease, with respect to the Subleased Premises, is in full force and which are effect;
(ii) Sublessor is not cured by Sublandlord. Subtenant shall obtain all necessary consents from the Overlandlord required in default, and to Sublessor's best knowledge without independent review or investigation, Landlord is not in default under the Primary Lease. Should ;
(iii) Sublessor has full authority to enter into this Sublease and perform the consent obligations hereunder, including the rental of the Overlandlord be required prior UPR Furniture, and no other consents or joinder from or by any third party is required; and
(iv) Sublessor has delivered to the taking or failure to take of any action, Subtenant shall, in addition to the consent Sublessee a correct and complete copy of the OverlandlordPrimary Lease and all modifications or amendments thereto.
(g) Neither Sublessor, obtain except as a result of Sublessee's default or when contesting in good faith, nor Sublessee, without exception, shall cause an Event of Default, under, and as defined in, the consent of Sublandlord which consent shall, provided the consent Primary Lease or cause a default under Sublessor's lease of the Overlandlord is granted, not be unreasonably withheldUPR Furniture from Mellon Capital.
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Sources: Sublease Agreement (Millers Mutual Fire Insurance Co)
Primary Lease. A. All Sublessee understands that Sublessor has possession of the obligations contained in Subleased Premises by virtue of a Lease Agreement (the “Primary Lease”) dated November 14, 2002, by and between Sublessor, as tenant and ▇▇▇▇▇ Five Partnership, Ltd., a Texas limited partnership, as the landlord (“Landlord”). A copy of the Primary Lease imposed upon Sublandlord (is attached hereto as tenant therein) except the payment of Monthly Base Rent are hereby imposed upon Subtenant with respect to the Sub-Premises, provided Exhibit B. Sublessee understands and acknowledges that any duty or obligation therein required to be performed for the benefit of Overlandlord or right therein granted for the benefit of Overlandlord shall be deemed to be for the benefit of Overlandlord this Sublease is subject and Sublandlord except as specifically set forth to the contrary herein. Subtenant is hereby granted the right to receive subordinate all of the services to be provided to Sublandlord under terms and provisions of the Primary Lease. Subtenant covenants and Sublessee further hereby agrees to fully and faithfully perform the abide by all terms and conditions of the Primary Lease and the Sublease on its part to be performed. Subtenant shall not do or cause to be done or suffer or permit any act to be done which would or might cause the Primary Lease, or the rights of Sublandlord, as lessee, under the Primary Lease, to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublandlord to be in default thereunder or liable for any damage, claim or penalty. Subtenant agrees, as an express inducement for Sublandlord's executing this Sublease, that if there is any conflict between the provisions of this Sublease and the provisions of the Primary Lease which would permit Subtenant affecting Sublessor as tenant, and agrees to do assume all obligations and responsibilities of Sublessor thereunder, including, but not limited to, the maintenance of insurance coverages, the payment of personal property taxes, late payment charges and other interest owed, and the prohibition of the release or cause discharge of any hazardous materials. Further, Sublessee shall accept the Subleased Premises in an “as is” and “where is” condition. In the event Landlord shall have the right to be done or suffer or permit any act or thing to be done which is prohibited by modify the terms of the Primary LeaseAgreement or to affect the occupancy of the Subleased Premises by Sublessor, thenits assignees or Sublessee, and does so exercise such right, then Sublessor shall also have the provisions right to take such action and shall be deemed to have done so also. Any termination of the Primary Lease shall prevail. If the Primary Lease terminates by Landlord or is terminated for any reason whatsoever, then this Sublease shall automatically terminate simultaneously therewith. If Subtenant is not in default by Sublessor under the terms and conditions hereof, any such termination shall be without liability between Sublandlord and Subtenant, except such liability theretofore accruing; however, if Subtenant is in default, the default provisions hereof shall control as to Subtenant's liability.
B. Sublandlord shall have no duty to perform any obligations of the Overlandlord and shall under no circumstances be responsible for or liable to Subtenant for any default, failure or delay on the part of the Overlandlord in the performance or observance of any obligations or covenants under the Primary Lease, nor shall such default of the Overlandlord affect this Sublease or waive or defer the performance of any of Subtenant's obligations hereunder except as expressly set forth in the Primary Lease.
C. All services to the Sub-Premises shall be furnished by Overlandlord or the appropriate utility company pursuant to the Primary Lease and Sublandlord shall in no event be obligated to furnish any such services or utilities nor shall Sublandlord be liable for any failure or deficiency in any such services or utility.
D. This Sublease and all the rights of the Subtenant hereunder are subject and subordinate to the Primary Lease. Subtenant covenants and agrees to observe and perform all of the covenants and obligations of the Sublandlord as tenant under the Primary Lease, but only the same related to the Sub-Premises. The failure of Subtenant to observe and perform the covenants and obligations Section 2.02 of the Primary Lease shall be deemed a default hereunder.
E. Provided Subtenant is termination of this Sublease. Sublessor shall not be liable or responsible to Sublessee in default hereunderany manner for a breach or termination of the Primary Lease by Landlord or Sublessor. Sublessee shall not be entitled to any of Sublessor’s rights or privileges under Sections 1.04, Sublandlord agrees not to do 2.02, 10.01, 10.02, 13.01, 13.02, 13.03, 13.04, 13.06 and 13.07, Exhibit H or cause to be done or suffer or permit any act to be done which would or might cause under Exhibit I of the Primary Lease, or the rights of Sublandlord, as lessee, under the Primary Lease, to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublandlord to be in default thereunder. Sublandlord agrees to promptly deliver copies of notices, received by it under the Primary Lease which allege a default by Sublandlord thereunder and which are not cured by Sublandlord. Subtenant shall obtain all necessary consents from the Overlandlord required under the Primary Lease. Should the consent of the Overlandlord be required prior to the taking or failure to take of any action, Subtenant shall, in addition to the consent of the Overlandlord, obtain the consent of Sublandlord which consent shall, provided the consent of the Overlandlord is granted, not be unreasonably withheld.
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