Prime Lease. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.

Appears in 2 contracts

Sources: Sublease Agreement (Triad Hospitals LLC), Sublease Agreement (Triad Hospitals Inc)

Prime Lease. ~~Sublessor represents~~ (a) Subtenant acknowledges that ~~a true~~ it has received and ~~complete copy -----------~~ reviewed the Prime Lease. Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the terms, covenants and agreements of the Prime Lease, except as ~~amended~~expressly modified by this Sublease. Subtenant shall not do or permit anything to be done in, ~~supplemented and modified~~or in connection with Subtenant’s use or occupancy of, ~~is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that~~ the ~~Prime Lease is in full force and effect and Sublessor has no knowledge~~ Premises, which would violate any of ~~any defaults under~~ the terms, covenants or agreements of the Prime Lease. ~~This~~ Except as modified hereby, and except for the Excluded Sections (defined below) of the Prime Lease, (i) Subtenant covenants and agrees to perform, observe and fulfill all of Sublandlord’s obligations, duties, undertakings and covenants under the Prime Lease and (ii) Sublandlord shall have the same obligations to Subtenant and rights of Landlord against Subtenant with respect to this Sublease ~~is subject~~ as the “Landlord” has with respect to and ~~subordinate~~ against the “Tenant” pursuant to the Prime Lease, ~~all of the terms~~ and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease Subtenant shall have the same ~~meanings~~ obligations to Sublandlord and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition rights of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights Subtenant against Sublandlord with respect to this Sublease as the ~~Leased Premises which Sublessor~~ “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. ~~Except as specifically exempted~~ In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”; and references to “Annual Base Rent” and “Monthly Base Rent” in the Prime Lease shall be construed to mean “Base Rent”. The “Excluded Sections” are any provisions of the Prime Lease that are inapplicable to or conflict with this Sublease, including, without limitation, the following sections (except to the extent such sections include defined terms or other provisions required in the interpretation of sections that are not Excluded Sections): 1, 2, 3, 4, 5 (except as provided ~~below~~ in Section 7 of this ▇▇▇▇▇▇▇▇▇ ), ▇, ▇▇▇. (except as provided in Section 8(b) of this ▇▇▇▇▇▇▇▇), ▇▇, ▇▇, ▇▇, ▇▇ ~~shall assume~~(▇▇▇▇▇ than Section 14.E., ~~perform and observe all of the obligations of Sublessor~~ as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions Section 24 of this Sublease~~. If Prime Lessor shall be in default of any of its obligations under the Prime Lease~~), ~~Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease~~ 17.A., 17.I, 20.B, 21, 22, 23 (except as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in Section 8(b) of this ~~Paragraph 5~~Sublease), ~~Sublessor does not undertake the performance or observance of such obligations~~24 and 25, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee26.K, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action26.L, and ~~that copies of all papers~~Exhibits ▇, ▇, ▇, ▇, ▇, ▇-▇, ▇-▇, H, J, K, N, O and ~~notices of all proceedings, shall be given to Sublessor.~~P.

Appears in 2 contracts

Sources: Sublease (Federal Agricultural Mortgage Corp), Sublease (Federal Agricultural Mortgage Corp)

Prime Lease. ~~Sublessor represents~~ Subtenant agrees that ~~a true~~ it will do nothing in, on or about the Subleased Premises which would result in the breach by Sublandlord of its undertakings and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults obligations under the Prime Lease. ~~This~~ Except as expressly set forth herein, the Sublease is shall be subject to and ~~subordinate to the Prime Lease,~~ on all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms as are contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all and the provisions of the ~~terms~~ Prime Lease are hereby incorporated into this Sublease as if Sublandlord were the landlord thereunder and ~~conditions contained~~ Subtenant the tenant thereunder. Where appropriate, references to "Landlord" in the Prime ~~Lease~~Lease shall be deemed to mean "Sublandlord" hereunder and references to "Tenant" in the Prime Lease shall be deemed to mean "Subtenant" hereunder, ~~except for~~ it being understood and agreed that Sublandlord will not be acting as, or assuming any of the ~~provisions~~ responsibilities of ~~2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3~~Prime Landlord, and ~~7.4 are incorporated herein as terms and conditions of this Sublease (with each reference~~ all references in the Prime Lease to "Landlord~~" being deemed to refer to Sublessor~~ -provided services or Landlord insurance requirements, and ~~Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference~~ any other references which by their nature relate to the ~~Premises being deemed to refer to~~ owner or operator of the Subleased Premises~~); and all such provisions along with all~~ , rather than to a tenant of the ~~provisions specifically set forth in this Sublease~~Subleased Premises subleasing space to a subtenant shall continue to be references to Prime Landlord and not to Sublandlord. Without limiting the foregoing, ~~shall be~~ Subtenant expressly agrees that it does not have any right to expand the ~~complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations~~ premises or extend the term under either the ~~Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under~~ Sublease or the Prime Lease ~~as a result of such default; subject, however,~~ and that it is not entitled to ~~the following provisions and procedures: Insofar as~~ any expenditure or allowance by Sublandlord or Prime ~~Lessor is or may be obligated~~ Landlord with respect to ~~construct or make any alterations or~~ improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee except as expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessorset forth herein.

Appears in 2 contracts

Sources: Sublease (Predix Pharmaceuticals Holdings Inc), Sublease (EPIX Pharmaceuticals, Inc.)

Prime Lease. (a) Sublessor represents that ~~a true and complete copy ----------- of~~ it is not in default under the Prime ~~Lease~~Lease and that, ~~as amended~~to the best of its knowledge, ~~supplemented and modified,~~ the Prime Landlord is ~~attached hereto as Exhibit A and Sublessee acknowledges receipt thereof~~not in default thereunder. Sublessor further represents ~~and warrants~~ that the attached redacted copy of the Prime Lease is ~~in full force~~ a true and ~~effect and Sublessor has no knowledge of any defaults under the Prime Lease~~correct copy thereof. This Sublease is subject and subordinate to the Prime Lease, ~~all of~~ however, Sublessee has no liability for non-compliance with the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition redacted portions of the Prime Lease. ~~In the event of the termination of the Sublessor's interest as Sublessee under the~~ The Prime Lease ~~for~~ shall control any ~~reason other than a default by Sublessor under~~ conflict or inconsistency between the ~~Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease~~terms, ~~then~~ covenants and conditions of this Sublease ~~shall terminate coincidentally therewith without any liability~~ and the terms, covenants and conditions of ~~Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to~~ the Prime Lease. ~~Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇~~All the terms, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms covenants and conditions contained in the Prime ~~Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of~~ Lease shall be applicable to this Sublease (with ~~each reference in~~ the same force and effect as if Sublessor were the Landlord under the Prime Lease ~~to "Landlord" being deemed to refer to Sublessor~~ and ~~Prime Lessor, with each reference to "Tenant" therein being deemed to refer to~~ Sublessee ~~and with each reference to~~ were the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations Tenant under the Prime Lease. (b) In case of any breach of this Sublease by Sublessee, Sublessor shall have all the rights against Sublessee ~~shall~~ as would be ~~entitled~~ available to ~~all rights and remedies~~ the Prime Landlord against the Tenant for Tenant's breach of the Prime ~~Lessor~~ Lease. Any breach of this Sublease by Sublessee which ~~Sublessor~~ would ~~otherwise be entitled to under~~ constitute a breach of the Prime Lease ~~as a result of such default; subject, however, to~~ if Sublessee were the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights Tenant under the Prime Lease shall constitute a breach of the Prime Lease and Prime Landlord may exercise all rights and remedies available under the Prime Lease against Sublessor and Sublessee, and may enforce all provisions of this Sublease, including those pertaining to the collection of Rent. (c) This Sublease may not be ~~and hereby are conferred upon and assigned to Sublessee~~modified without Prune Landlord's prior written consent. ~~Sublessee~~ Any modification without Prime Landlord's written consent shall be ~~subrogated~~ null and void. (d) If the Prime Lease is terminated or Prime Landlord re-enters or repossesses the Sublet Premises, then Prime Landlord may, at its option, assume Sublessor's right, title and interest as the Sublessor under this Sublease and, at Prime Landlord's option, Sublessee will attorn to ~~such rights to the extent that the same shall apply to the Subleased Premises~~Prime Landlord. If Notwithstanding any such ~~action~~ assumption, Prime Landlord shall: (i) have no liabilities for any previous acts or omissions of Sublessor under this Sublease; (ii) not be subject to any existing defense or offset against Sublessor, (iii) not be bound by any previous modification of this Sublease made without Prime ~~Lessor in Sublessee~~Landlord's ~~name shall be barred by reason~~ prior written consent, or (iv) have no liabilities for any prepayment of ~~lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor~~more than one-month's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessorrent under this Sublease.

Appears in 2 contracts

Sources: Sublease Agreement (Iasia Works Inc), Sublease Agreement (Iasiaworks Inc)

Prime Lease. ~~Sublessor represents that a true and complete copy ----------- of the Prime Lease,~~ (a) Except as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is otherwise expressly ~~defined~~ provided in this Sublease or as modified by this Sublease and except as the ~~context requires otherwise. Sublessee shall not commit~~ same may be inapplicable hereto or ~~permit~~ inconsistent herewith, (i) this Sublease is subject to ~~be committed on~~ and made upon all the ~~Subleased Premises any act or omission which violates any term or condition~~ terms, covenants and conditions of the Prime ~~Lease. In the event of the termination of the Sublessor's interest~~ Lease as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, ~~including without limitation thereto payment~~ with the same force and effect as if fully set forth herein, and (~~or in the case of payment in the first instance by Sublessor~~ii) all terms, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms covenants and conditions ~~contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (~~which Sublandlord is bound to comply with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be binding upon Subtenant hereunder insofar as any such term, covenant, or condition affects the Subleased Premises or Subtenant’s use thereof. (b) Subtenant agrees to observe and ~~hereby are conferred upon~~ perform the terms, covenants and ~~assigned~~ conditions on its part to ~~Sublessee. Sublessee shall~~ be ~~subrogated~~ observed and performed hereunder as well as those applicable terms, covenants and conditions to ~~such rights~~ be observed and performed by Sublandlord, as tenant under the Prime Lease; and Subtenant agrees to be bound by the ~~extent that~~ provisions of the ~~same shall~~ Prime Lease insofar as they apply to the Subleased Premises. ~~If any such action against Prime Lessor in Sublessee's name~~ Except as set forth herein, the remedies of the parties, as Sublandlord and Subtenant hereunder, shall be ~~barred by reason~~ the same as the respective remedies of ~~lack~~ landlord and tenant under the Prime Lease. (c) Regarding the Subleased Premises, Subtenant shall not do or permit to be done any act or thing which will constitute a breach or violation of ~~privity~~any of the terms, ~~nonassignability~~ covenants or ~~otherwise~~conditions of the Prime Lease. As of the Restated Sublease Commencement Date, ~~Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend~~ Subtenant will indemnify and hold ~~Sublessor~~ harmless Sublandlord from and against all losses, costs, damages, expenses and liability, ~~expense~~including reasonable attorneys’ fees, ~~loss or damage~~ which ~~Sublessor~~ Sublandlord may incur or ~~suffer~~ pay out by reason of any ~~such action~~injuries to person or property occurring in, on or about the Subleased Premises, or by reason of any breach or default by Subtenant hereunder. As of the Restated Sublease Commencement Date, Sublandlord will indemnify and ~~that copies~~ hold harmless Subtenant from and against all losses, costs, damages, expenses and liability, including reasonable attorneys’ fees, which Subtenant may incur or pay out by reason of any breach or default by Sublandlord under the Prime Lease or hereunder. In addition, with respect to the period from the Effective Date of the Original Sublease until the Restated Sublease Commencement Date, Sublandlord will indemnify and hold harmless Subtenant from and against all ~~papers~~losses, costs, damages, expenses and ~~notices~~ liability, including reasonable attorneys’ fees, which Subtenant may incur or pay out by reason of ~~all proceedings~~any injuries to person or property occurring in, on or about the Premises (excluding the Original Subleased Premises). The indemnification obligations set forth herein and elsewhere in this Sublease shall survive the expiration or termination of this Sublease. (d) The following provisions of the Prime Lease shall be ~~given~~ inapplicable to ~~Sublessor.~~Subtenant’s occupancy hereunder and shall not be incorporated herein: last two paragraphs of Section 2; Section 3; Section 4; Section 35; Section 36(B), Section 38(a); Section, 39; Section 40;

Appears in 2 contracts

Sources: Sublease Agreement (NextCure, Inc.), Sublease Agreement (NextCure, Inc.)

Prime Lease. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A B and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as ~~Tenant~~ Lessee under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of Sublessee's Share of all rent which becomes due under the Prime ~~Lease with respect to the Subleased Premises only~~Lease. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as ~~Tenant~~ Lessee thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of ~~2.3~~1.2, ~~3.3~~1.5, ~~5.4~~1.6, ~~6.17~~1.7, ~~7.1~~1.10, ~~7.2~~2.2, ~~7.3~~3, 4, 12, 15, Rider No. 1, and ~~7.4~~ Rider No. 2, are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "~~Landlord~~Lessor" being deemed to refer to Sublessor and Prime Lessor, with each reference to "~~Tenant~~Lessee" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.

Appears in 2 contracts

Sources: Sublease Agreement (Lifepoint Hospitals Inc), Sublease Agreement (Lifepoint Hospitals LLC)

Prime Lease. ~~Sublessor represents~~ a. Subtenant hereby acknowledges that ~~a true~~ Sublandlord is the tenant under the Prime Lease. The Prime Lease attached hereto as Exhibit B is incorporated by reference as fully as if the terms and ~~complete copy -----------~~ provisions thereof were set forth herein. Notwithstanding any provision herein to the contrary, this Sublease shall automatically terminate upon the expiration or termination of the Prime Lease for any reason. b. Except as provided in this Sublease, Subtenant agrees to assume and be bound by the same responsibilities, rights, obligations and duties that Sublandlord has under the Prime Lease as the same relate to the Subleased Premises. To the extent that any action taken or proposed by Subtenant requires the approval of Prime Landlord under the Prime Lease, it is understood and agreed that such action shall also require the approval of Sublandlord under this Sublease. It is further understood and agreed that as to Subtenant, Sublandlord shall have all of the rights (but not the obligations) which Prime Landlord has under the Prime Lease. c. Where the exercise or existence of Subtenant’s rights hereunder are conditioned upon the giving of notice to Prime Landlord under the terms of the Prime Lease, ~~as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that~~ Subtenant shall exercise its rights under this Sublease by giving Sublandlord written notice of such exercise at least three (3) business days prior to the ~~Prime Lease is~~ time specified therefor in ~~full force and effect and Sublessor has no knowledge of any defaults under~~ the Prime Lease. ~~This Sublease is subject and subordinate~~ Sublandlord will thereafter take such reasonable action as may be necessary to ~~the~~ request Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. Landlord’s consent. d. In the event ~~of the termination of the Sublessor's interest as Sublessee under the~~ that (i) Prime ~~Lease for~~ Landlord does not cure any ~~reason other than a~~ breach, violation or default by ~~Sublessor~~ Prime Landlord under the Prime Lease which ~~occurs for any reason other than a breach or a default by Sublessee under this Sublease~~directly affects the Subleased Premises within the time periods provided thereunder, ~~then this Sublease shall terminate coincidentally therewith without any liability of Sublessor~~ and (ii) Sublandlord elects not to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇pursue its remedies, ~~▇▇▇▇▇▇▇▇▇ shall assume~~if any, ~~perform and observe all of the obligations of Sublessor as Tenant~~ under the Prime Lease, then Subtenant may, upon written notice to ~~the extent that such terms~~ Sublandlord, commence and ~~conditions are applicable to the Subleased Premises~~diligently pursue Sublandlord’s remedies, ~~including without limitation thereto payment (or in the case of payment in the first instance by Sublessor~~if any, ~~reimbursement of Sublessor for payment) of all rent which becomes due~~ under the Prime Lease ~~with respect~~ at Subtenant’s sole cost and expense. Sublandlord agrees to ~~the Subleased Premises only. Sublessee's performance~~ promptly (and ~~observance~~ in all events not later than four (4) business days) notify Subtenant of ~~all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior~~ whether it intends to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of pursue its ~~obligations~~ remedies under the Prime Lease, ~~Sublessee shall be entitled~~ and, if Sublandlord elects not to ~~all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled~~ pursue its remedies, Sublandlord agrees to ~~under the Prime Lease~~ cooperate, as ~~a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or~~ may be ~~obligated to construct or make any alterations or improvements to the Subleased Premises~~required, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition in Subtenant’s prosecution of Sublandlord’s remedies under the Prime Lease. e. The terms of the Prime Lease are hereby fully incorporated by reference into this Sublease. In the event any term, ~~Sublessee expressly acknowledges that notwithstanding anything to~~ covenant, condition or obligation of either party under this Sublease shall conflict or is inconsistent with any such term of the ~~contrary provided in~~ Prime Lease, then the terms of this ~~Paragraph 5, Sublessor does not undertake the performance or observance of~~ Sublease as between Sublandlord and subtenant shall dictate and control each such party’s obligations, ~~but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action~~ except where such compliance or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights conduct would cause a default under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to SublessorLease.

Appears in 2 contracts

Sources: Sublease Agreement (Under Armour, Inc.), Sublease Agreement (Under Armour, Inc.)

Prime Lease. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. a. This Sublease is and shall be subject and subordinate to the Prime Lease, any and all ground or underlying leases affecting the Building or the land underlying the Building, and any and all mortgages or deeds of trust which may now or hereafter encumber or affect such leases, land, and Building and to all renewals, modifications, consolidations, replacements and extensions of any such leases, mortgages and deeds of trust (collectively, the “Documents”). The provisions of this paragraph shall be self-operative and shall require no further consent or agreement by Subtenant. Subtenant agrees, however, to execute within five (5) days after delivery any consent or agreement to confirm that this Sublease is and shall be subject and subordinate to the Documents, which is reasonably requested by Sublandlord or Landlord or any applicable lessor, mortgagee or beneficiary in connection with this paragraph. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees, beneficiaries or lessors. If the Prime Lease or any ground lease terminates prior to the Expiration Date, this Sublease shall also terminate on the date that the Prime Lease or any such ground lease terminates. b. Subtenant acknowledges that it has received and reviewed the Prime Lease (redacted to remove certain information). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Prime Lease and to all of the ~~terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder~~terms, covenants, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition agreements of the Prime Lease. In Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the ~~event~~ Premises, which would violate any of the ~~termination~~ terms, covenants, or agreements of the ~~Sublessor's interest~~ Prime Lease. Except as ~~Sublessee under~~ modified hereby, except for any provisions of this Sublease which conflict with the Prime Lease ~~for any reason other than a default by Sublessor under~~ (in which case the ~~Prime Lease which occurs for any reason other than a breach or a default by Sublessee under~~ provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided in Paragraph 14.c below, Sublandlord shall have the same obligations to Subtenant and rights against Subtenant with respect to this Sublease, ~~then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights~~ as the “Landlord” has with respect to and against the ~~Leased Premises which Sublessor~~ “Tenant” pursuant to the Prime Lease, and Subtenant shall have the same obligations to Sublandlord and rights against Sublandlord with respect to this Sublease as the “Tenant” has with respect to and against the “Landlord” pursuant to the Prime Lease. ~~Except as specifically exempted as provided below~~ In furtherance thereof, for purposes of this Sublease, references to the “Premises” in the Prime Lease shall be construed to mean the “Premises”; references to “Landlord” in the Prime Lease shall be construed to mean “Sublandlord”; references to “Tenant” in the Prime Lease shall be construed to mean “Subtenant”, and references to “Monthly Basic Rent” in the Prime Lease shall be construed to mean “Base Rent”. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Prime Lease. Nothing in this ~~▇▇▇▇▇▇▇▇▇ ▇~~Sublease shall be construed or interpreted to grant any greater rights than the Sublandlord has received as Tenant from Landlord pursuant to the Prime Lease. c. In the event of a conflict between the terms of the Prime Lease and the terms of this Sublease, ~~▇▇▇▇▇▇▇▇▇~~ as between Sublandlord and Subtenant, the terms of the Sublease shall ~~assume~~control to the extent they are inconsistent with the terms of the Prime Lease and their respective counterpart provisions in the Prime Lease shall be excluded to such extent. In addition, ~~perform~~ the following sections and ~~observe~~ exhibits of the Prime Lease shall not apply to this Sublease as between Sublandlord and Subtenant: Section 2.2 (“Option to Extend”), Section 8 (“Brokers”), and Exhibit “C” (“Work Letter”). d. Subtenant also acknowledges and has read the provision of Section 11.4 (“Accessibility Disclosure”) of the Prime Lease. A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the ~~obligations~~ applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of ~~Sublessor as Tenant~~ the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. e. This Sublease, together with the exhibits attached hereto and the Prime Lease, contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected. This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged. f. Subtenant acknowledges that, under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all Sublandlord has expressly waived certain rights and remedies ~~against Prime Lessor which Sublessor would~~ that might otherwise be ~~entitled~~ available to tenants under ~~the Prime Lease as a result of such default; subject, however, to the following provisions~~ California statutory and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges common law. Subtenant agrees that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's its rights under the ~~Prime Lease shall be and hereby~~ Sublease are ~~conferred upon and assigned to Sublessee. Sublessee shall be subrogated~~ expressly subject to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, waivers and that ~~copies~~ Subtenant is hereby making each of ~~all papers, and notices~~ those waivers in favor of ~~all proceedings, shall be given to Sublessor~~Sublandlord.

Appears in 2 contracts

Sources: Sublease (Oncternal Therapeutics, Inc.), Sublease (GTX Inc /De/)

Prime Lease. ~~Sublessor represents that a true~~ (a) Except as otherwise provided herein, this Sublease shall be upon the same terms and ~~complete copy ----------- of~~ conditions as set forth in the Prime Lease, ~~as amended, supplemented and modified,~~ a copy of which is attached hereto as Exhibit A C and ~~Sublessee acknowledges receipt thereof~~incorporated herein by this reference. ~~Sublessor represents~~ Subtenant shall observe and ~~warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease,~~ perform all of the ~~terms~~ covenants and ~~conditions thereof and the performance by Prime Lessor of all of its~~ obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the use, operation and occupancy of the Subleased ~~Premises only~~Premises. ~~Sublessee's performance and observance~~ Without limiting the generality of ~~all such obligations shall be effected so that~~the foregoing, ~~whenever time periods are specified in~~ the following provisions of the Prime Lease ~~for Sublessor's compliance~~ shall not apply to Subtenant: Sections 1, 2.1.3, 2.1.4, 2.1.5, 2.1.6, 2.1.7(b), 2.1.8, 2.1.10, 3, 5.1, 6.1, 9, and the indemnities in favor of Landlord set forth in Sections 10.10, 20.1 and 39.1, except to the extent any such claim, judgment, damages, penalties, fines, costs, liabilities or losses described in such sections result from the acts, omissions or negligence of Subtenant or its agents, employees, contractors or guests (the "Subtenant Indemnity Obligations"). (b) In those instances under the Prime Lease in which the Prime Landlord thereunder has reserved certain rights with respect to the Demised Premises (as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained defined in the Prime Lease), ~~except for~~ or with respect to the ~~provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in~~ Tenant under the Prime ~~Lease~~ Lease, Oread shall be entitled to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to exercise all of such rights as against the Subleased ~~Premises);~~ Premises and Subtenant with the same force and effect as if all such ~~provisions along with all~~ rights of the ~~provisions specifically~~ Prime Landlord, as landlord under the Prime Lease, had been expressly set forth in this Sublease~~, shall~~ . (c) With respect to obligations to be performed by the ~~complete terms and conditions of this Sublease. If~~ Prime ~~Lessor shall be in default of any of its obligations~~ Landlord under the Prime Lease, ~~Sublessee~~ Oread shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever have no obligation with respect to the ~~Premises or the Subleased Premises or~~ performance of such obligations and shall have no liability to Subtenant by reason of Prime Landlord's failure to perform the same; however, in the event Prime Landlord shall breach such obligations, then, upon request by Subtenant, Landlord agrees to cooperate with Tenant (at Tenant's cost and expense) to cause Prime Landlord to perform such obligations. Tenant agrees to reimburse Landlord upon demand, as additional rent, for any ~~obligation or satisfy any condition under~~ costs and expenses incurred by Landlord at Tenant's direction to enforce compliance with the provisions of the Prime Lease. (d) In the event of conflict between the Prime Lease and the provisions of this Sublease, ~~Sublessee expressly acknowledges that notwithstanding anything to~~ the ~~contrary provided in this Paragraph 5~~applicable provision which is more restrictive on Subtenant, ~~Sublessor does~~ or which imposes a greater obligation on Subtenant, shall control. (e) Capitalized terms not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee otherwise defined herein shall have the ~~right~~ meaning ascribed to ~~take such action~~ them in ~~Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under~~ the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to SublessorLease.

Appears in 2 contracts

Sources: Sublease Agreement (Vaxcel Inc), Sublease Agreement (Cytrx Corp)

Prime Lease. ~~Sublessor represents that a true~~ Tenant recognizes and ~~complete copy -----------~~ acknowledges the existence of the Prime ~~Lease, as amended, supplemented~~ Lease and ~~modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants~~ that ~~the Prime~~ this Lease is ~~in full force and effect and Sublessor has no knowledge~~ a sublease of ~~any defaults under~~ a portion of Landlord’s leasehold estate created by the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the The termination of ~~the Sublessor's interest as Sublessee under~~ the Prime Lease for any reason ~~other than~~ whatsoever shall never constitute a default by ~~Sublessor under~~ Landlord hereunder nor shall such termination entitle Tenant to terminate this Lease or the ~~Prime Lease which occurs for~~ payment of any ~~reason~~ rent or other ~~than a breach or a default~~ sums due by ~~Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee~~Tenant hereunder. ~~Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇~~▇▇▇▇▇▇ ~~▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease,~~ further agrees that this Lease is subject to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and ~~conditions contained in the Prime Lease, except for the~~ provisions of ~~2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in~~ the Prime Lease and hereby agrees to ~~"Landlord" being deemed~~ be bound by provisions thereof, including but not limited to ~~refer~~ the provisions relating to ~~Sublessor~~ employment and non-discrimination. By execution hereof, Tenant hereby acknowledges that it has received a copy of all provisions of the Prime Lease relating to employment and non-discrimination all as set forth on Exhibit D attached hereto provided, however, that the execution of this Lease by Landlord shall never be construed to be an approval hereof by the Prime Lessor, ~~with each reference to "Tenant" therein~~ it being ~~deemed to refer to Sublessee and with each reference to~~ understood that the ~~Premises being deemed to refer to the Subleased Premises); and all such provisions along with all~~ Prime Lessor cannot be bound by any act or omission of ~~the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease~~Landlord. If Prime Lessor shall ~~be in default~~ request a modification of ~~any of its obligations under the Prime~~ this Lease, ~~Sublessee~~ Tenant shall ~~be entitled~~ not unreasonably withhold or delay its consent to ~~all~~ a modification which does not materially adversely affect Tenant’s rights and ~~remedies against~~ privileges hereunder or impose material burdens on Tenant. Tenant hereby acknowledges and agrees that all communications with Prime Lessor ~~which Sublessor would otherwise be entitled~~ relating to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be directed through Landlord and ~~hereby are conferred upon and assigned to Sublessee. Sublessee~~ that Tenant shall ~~be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If~~ not seek any ~~such action against~~ approvals or otherwise communicate with Prime Lessor ~~in Sublessee's name shall be barred by reason~~ regarding this Lease without the approval of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to SublessorLandlord.

Appears in 2 contracts

Sources: Lease Agreement (Aktis Oncology, Inc.), Lease Agreement (Aktis Oncology, Inc.)

Prime Lease. ~~Sublessor represents~~ (a) It is understood that Sublandlord is a ~~true~~ sublandlord and ~~complete copy -----------~~ that Sublandlord grants this Sublease under and by virtue of its rights under the Prime Lease and that this Sublease is subordinate and subject to the Prime Lease. Except as set forth below, the provisions of the Prime Lease are incorporated herein by reference, and made a part hereof, except that: (i) each reference in such incorporated sections to “Lease” shall be deemed a reference to this “Sublease”; (ii) each reference to the “Premises” shall be deemed a reference to the “Subleased Premises”; (iii) each reference to “Landlord” shall be deemed a reference to “Sublandlord” and each reference to “Tenant” shall be deemed a reference to “Subtenant”, except as otherwise expressly set forth herein; (iv) with respect to work, services, utilities, electricity, repairs (including, without limitation, repairs of any damage caused by Prime Landlord), restoration, insurance, indemnities, reimbursements, title, representations, warranties, covenants or the performance of any other obligation of the “Landlord” under the Prime Lease, whether or not incorporated herein, (A) reference to “Landlord” shall be deemed a reference solely to Landlord, and (B) the sole obligation of Sublandlord shall be to request the same in writing from Prime Landlord as ~~amended~~and when requested to do so by Subtenant, ~~supplemented~~ and ~~modified~~to use Sublandlord’s reasonable efforts (not including the payment of money or the incurring of any liabilities) to obtain Prime Landlord’s performance (provided, however, that Sublandlord shall not be required to institute any legal proceedings against Prime Landlord unless Subtenant pays all costs, and indemnifies, defends and holds Sublandlord harmless against all losses, costs (including reasonable attorney’s fees), claims, liabilities and damages, in connection therewith); (v) with respect to any obligation of Subtenant to be performed under this Sublease, wherever the Prime Lease grants to the “Tenant” a specified number of days to perform its obligations under the Prime Lease (including, without limitation, curing any defaults), Subtenant shall have three (3) fewer calendar days (or such lesser time as may be provided in this Sublease) to perform the obligation, but in no case shall Subtenant have less than three (3) business days to perform the obligation; (vi) with respect to any approval or consent required to be obtained from the “Landlord” under the Prime Lease, such approval or consent must be obtained from both Prime Landlord and Sublandlord, and Sublandlord’s withholding of approval or consent shall in all events be deemed reasonable if for any reason Prime Landlord’s approval or consent is ~~attached hereto~~ not obtained, and if Prime Landlord’s approval may not be unreasonably withheld, conditioned and/or delayed under the Prime Lease, then Sublandlord’s consent shall likewise not be unreasonably withheld, conditioned and/or delayed, as the case may be; (vii) in any case where the “Landlord” reserves or is granted the right to manage, supervise, control, repair, alter, regulate the use of, enter or use the Premises or any areas beneath, above or adjacent thereto, such reservation or grant of right of entry shall be deemed to be for the benefit of both Prime Landlord and Sublandlord; (viii) in any case where “Tenant” is to indemnify, release or waive claims against “Landlord”, such indemnity, release or waiver shall be deemed to run from Subtenant to both Prime Landlord and Sublandlord; (ix) in any case where “Tenant” is to execute and deliver certain documents or notices to “Landlord”, such obligation shall be deemed to run from Subtenant to both Prime Landlord and Sublandlord; (x) all payments shall be made to Sublandlord, except as otherwise expressly required by the Prime Lease or Prime Landlord’s Consent; (xi) Subtenant shall pay all consent and review fees described in the Prime Lease; (xii) Subtenant shall not have the right to terminate this Sublease as to any or all of the Subleased Premises due to casualty or condemnation unless Sublandlord has such right (and opts to exercise such right) under the Prime Lease; and (xiii) the following provisions of the Prime Lease are not incorporated herein: Section 2.1; Section 2.2; Section 2.3; Section 2.4; Section 2.5; Section 2.6; Section 2.8; Section 2.10; Section 3; Section 4; Section 7.1; Section 8; Section 11; Section 12.1; Section 33; Section 41; Section 42; Exhibit A A; Exhibit B; Exhibit D; and ~~Sublessee acknowledges receipt thereof~~Exhibit F; and with respect to the First Amendment: Section 3; Section 5; Section 6; Section 8; Section 9; Section 10; Section 11; Section 12; Section 13; Section 15; and any other provisions that are contrary to the terms of this Sublease. ~~Sublessor~~ For purposes of this Sublease, all references to “Prime Lease” hereunder shall refer to the Prime Lease, excluding those Sections set forth in Section 2(a)(xiii). As between Sublandlord and Subtenant, the provisions of Section 35.1 shall not apply, but shall apply as between Sublandlord and Prime Landlord, and Subtenant and Prime Landlord. Subtenant expressly assumes and agrees to comply with all provisions of the Prime Lease and perform all of the obligations on the part of the “Tenant” to be performed under the Prime Lease (except where such obligation arises by reason of a (i) breach of Sublandlord under this Sublease, or (ii) breach of Sublandlord under the Prime Lease (other than a breach of the Prime Lease caused by Subtenant’s breach of its obligations under this Sublease)). In the event that the Prime Lease is terminated for any reason whatsoever, then subject to the provisions of, and Prime Landlord’s rights under the Prime Lease, this Sublease shall terminate simultaneously with such termination without any liability of Sublandlord to Subtenant. Subject to Subtenant’s performance of its obligations under this Sublease, Sublandlord shall not default in its monetary obligations under the Prime Lease (beyond any applicable notice and cure period). (b) During the term of this Sublease, Sublandlord shall promptly deliver to Subtenant copies of any and all notices of default delivered to or received from Prime Landlord. (c) Sublandlord hereby warrants and represents ~~and warrants~~ to Subtenant that (i) the Prime Lease is in full force and effect and ~~Sublessor~~ Sublandlord has not received any notice of default thereunder from Prime Landlord which remains uncured as of the date hereof, and (ii) to Sublandlord’s knowledge, neither Sublandlord or Prime Landlord is in default under the Prime Lease (beyond any applicable notice and cure period), and there are no ~~knowledge~~ circumstances which with the giving of ~~any defaults~~ notice or passage of time would give rise to a default under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.

Appears in 2 contracts

Sources: Sublease Agreement (Natera, Inc.), Sublease Agreement (Natera, Inc.)

Prime Lease. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is ~~subject and~~ subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime that certain Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this Agreement between WE 3▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇▇~~▇▇▇▇~~ , L.L.C. (“Landlord”) and Tenant dated as of May 1, 2006, as amended (the “Prime Lease”), provided that Sublandlord will obtain a non-disturbance agreement from Landlord upon the execution of this Sublease. Notwithstanding anything to the contrary contained herein, the parties agree that this Sublease shall ~~assume, perform and observe all~~ only be subject to the provisions of the ~~obligations~~ Prime Lease to the extent the same are expressly incorporated into this Sublease. In the event of ~~Sublessor as Tenant under~~ a conflict between the terms and conditions of the Prime Lease and this Sublease, this Sublease shall control. The following provisions shall apply relating to the Prime Lease: (a) In any case where the Sublandlord reserves the right to enter the Premises, said right shall inure to the ~~extent that such terms~~ benefit of the Landlord as well as to Sublandlord. (b) With respect to work, services, repairs, replacements and ~~conditions are applicable to~~ restoration or the ~~Subleased Premises~~performance of other obligations required of the Sublandlord under this Sublease, ~~including without limitation thereto payment (~~which work, services, repairs, replacements or in restoration is the ~~case~~ obligation of ~~payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due~~ Landlord under the Prime Lease (as incorporated in Section 10 of this Sublease), Sublandlord's sole obligation, with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Subleasethereto, shall be ~~the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled~~ to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild request the same, ~~to insure the Subleased Premises~~on request in writing by Subtenant, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated and to use reasonable efforts to obtain ~~Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action~~ the same from Landlord. In the event that Sublandlord does not request any such services, repairs, replacements or ~~incur any out of pocket expense. If after receipt of written request from Sublessee~~restoration itself, ~~Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee~~ Subtenant shall have the right to ~~take~~ request the same directly from Landlord, and, to the extent that Sublandlord does not bring any proceedings to enforce the same itself, to conduct such ~~action~~ proceedings (in ~~Sublessee~~court or elsewhere), as may be required, to obtain from Landlord any such work, services, repairs, replacements, and restoration or the performance of such obligations; such proceedings may be, at Sublandlord's option, in its own name or in Sublandlord's name, and Sublandlord agrees to cooperate with Subtenant in connection therewith and to execute such documents as may be required in connection therewith; Subtenant agrees to reimburse Sublandlord for any reasonable legal or other expenses incurred by Sublandlord in any such court or other proceeding. (c) Except for those Sections of the Prime Lease that ~~purpose~~ are expressly incorporated into this Sublease, the remaining Sections of the Prime Lease are excluded from and ~~only~~ do not apply with respect this Sublease. In addition, Sublandlord hereby represents, covenants, and agrees to ~~such extent~~the following to Subtenant regarding the Prime Lease: (i) The expiration date of the Prime Lease is April 30, ~~Sublessor's rights~~ 2032. (ii) To the best of Sublandlord’s knowledge, Landlord is not in default under the Prime Lease. (iii) As of the Commencement Date, Sublandlord shall not be in default under the Prime Lease and the Prime Lease shall be in full force and ~~hereby are conferred upon and assigned to Sublessee. Sublessee~~ effect. (iv) Sublandlord shall ~~be subrogated to such rights~~ not breach the Prime Lease. (v) Other than the consent of Landlord, no other consents to the ~~extent that~~ execution, effectiveness and delivery of this Sublease are required. (vi) There are no terms or conditions in the ~~same shall apply~~ Prime Lease which (A) have not been incorporated into this Sublease and (B) could (1) have a material adverse effect on Subtenant, Subtenant’s use or enjoyment of the Premises and/or Subtenant’s rights and remedies under this Sublease, (2) cause Tenant to incur out-of-pocket costs or expenses, and/or (3) expand Subtenant’s obligations beyond those expressly set forth in this Sublease. (vii) The roof of the ~~Subleased Premises. If any such action against Prime Lessor~~ Building is in ~~Sublessee's name shall be barred by reason of lack of privity~~good condition, ~~nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend~~ leak-free and ~~hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action~~the Building structure, and ~~that copies~~ doors and windows of ~~all papers~~the Building and the Premises, ~~and notices of all proceedings, shall be given to Sublessor~~are in good working order.

Appears in 1 contract

Sources: Sublease (Achillion Pharmaceuticals Inc)

Prime Lease. ~~Sublessor~~ A. Landlord represents and warrants to Tenant that ~~a true and complete~~ (i) the redacted copy ~~-----------~~ of the Prime ~~Lease, as amended, supplemented and modified, is~~ Lease attached hereto as Exhibit A D is a true, accurate and ~~Sublessee acknowledges receipt thereof. Sublessor represents and warrants that~~ complete copy of the Prime Lease is as redacted, (ii) to the actual knowledge of Landlord without inquiry the Prime Lease is, as of the date hereof, in full force and ~~effect~~ effect, and ~~Sublessor has no~~ (iii) to the actual knowledge of Landlord without inquiry, Landlord has neither given nor received a notice of default pursuant to the Prime Lease that remains uncured nor is Landlord aware, as of the date of this Sublease, of any ~~defaults~~ event which with the giving of notice or the passage of time, or both, might constitute an event of default under the Prime Lease~~. This~~ . B. Landlord covenants and agrees with Tenant as follows: (i) provided Tenant shall timely pay Tenant’s Rent and Additional Sublease ~~is subject~~ Rent as and ~~subordinate to the Prime Lease, all of~~ when due under this Sublease and perform and comply with the terms and ~~conditions thereof and the performance by Prime Lessor~~ obligations of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, ~~then this Sublease~~ Landlord shall ~~terminate coincidentally therewith without any liability of Sublessor~~ pay, as and when due, all Base Rent, Additional Rent, and other charges payable by Landlord to ~~Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the~~ Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant Landlord under the Prime Lease, ~~to the extent that such terms~~ and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under Landlord shall not voluntarily terminate the Prime Lease with respect to the ~~Subleased~~ Premises ~~only. Sublessee's performance and observance~~ (other than pursuant to any termination right arising as a result of ~~all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on~~ a casualty or ~~prior to such date, unless otherwise specifically provided herein. Except~~ taking or as otherwise ~~provided in this Sublease, all of the terms and conditions contained in~~ as permitted under the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and ~~all such provisions along with all of the provisions specifically set forth in this Sublease,~~ (ii) Landlord shall ~~be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any~~ timely perform those of its covenants and obligations under the Prime ~~Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor~~ Lease which ~~Sublessor would otherwise be entitled to under the Prime Lease as a result~~ do not require for their performance possession of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises ~~or the Subleased Premises or~~ and which are not otherwise to ~~perform any obligation or satisfy any condition~~ be performed hereunder by Tenant on behalf of Landlord, including, by way of example only and not in limitation hereof, maintaining in full force and effect all insurance required of Landlord under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.

Appears in 1 contract

Sources: Sublease (Viking Therapeutics, Inc.)

Prime Lease. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime ~~Lease~~Lease except as may be inconsistent with the terms hereof. The terms, ~~all~~ covenants and conditions contained in Sections 1(a), 5(a), 6(b), 6(c), 6(e), 7, 8, 11(a), 14, 18, 19, 20(a), 20(d), 21(a) through (g), 21(i), 25, 26, 28(a), 30, 34(a), 34(b), 34(d) through (f), 34(h) through 34(m), 34(o), 34(p), and Exhibit D to the extent particular provisions thereof are referred to in the forgoing Sections of the ~~terms~~ Prime Lease are incorporated in this Sublease with the same force and ~~conditions thereof~~ effect as if Sublessor were the Prime Landlord and Sublessee were the ~~performance by Prime Lessor of all of its obligations~~ tenant thereunder, and Sublessor shall have all rights against Sublessee as would be available to the ~~extent approved~~ Prime Landlord against the tenant under the Prime Lease if such breach were by ~~Sublessee~~the tenant thereunder; provided, that incorporating such provisions herein shall not obligate Sublessor or be construed as causing Sublessor to assume or agree to perform any obligations of Prime Landlord under the Prime Lease except with respect to the giving of notice under this Sublease. Sublessee shall not do, omit to do or permit to be done or omitted any act in or related to the Premises which ~~approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All~~ could constitute a breach or default under the terms ~~contained in this Sublease shall have the same meanings and definitions ascribed to them in~~ of the Prime Lease, ~~unless any such term is expressly defined~~ or result in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the ~~Sublessor's interest as~~ Prime Lease by Prime Landlord. Notwithstanding anything herein contained, the only services or rights to which Sublessee is entitled hereunder are those to which Sublessor is entitled under the Prime Lease, and for all such services and rights Sublessee will look solely to the Prime Landlord. Sublessor will cooperate with the Sublessee to secure the cooperation of the Prime Landlord with respect to any matter arising under the Prime Lease ~~for any reason other than a default by Sublessor under the Prime Lease~~ as to which ~~occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee~~such cooperation is reasonably required. Sublessee ~~shall only have such~~ acknowledges Prime Landlord's rights with respect to the ~~Leased~~ Premises ~~which Sublessor has~~ pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, Lease are superior to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's ~~performance~~ and ~~observance of all such obligations shall be effected so that, whenever time periods~~ are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in not affected by this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.

Appears in 1 contract

Sources: Sublease Agreement (Nextel Partners Inc)

Prime Lease. ~~Sublessor represents that a true~~ (a) Where not expressly inconsistent with the terms hereof and ~~complete copy ----------- of~~ except as otherwise stated herein to the ~~Prime Lease~~contrary, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This this Sublease is shall be subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime ~~Lease, except for~~ Lease as said terms and conditions affect the ~~provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3~~Subleased Premises, and ~~7.4 are incorporated herein as~~ all of the terms and conditions of the Prime Lease, except as otherwise set forth herein, are hereby incorporated into this Sublease (and shall be binding upon Subtenant with ~~each reference~~ respect to the Subleased Premises to the same extent as if Subtenant were named as tenant and Sublandlord as landlord under the Prime Lease, including but not limited to all exhibits attached to the Prime Lease, including the Rules and Regulations. If a term or provision of this Sublease is inconsistent or in conflict with a term or provision of the Prime Lease, the term or provision of this Sublease shall control as between Sublandlord and Subtenant. For purposes of this Sublease, references in the Prime Lease to ~~"Landlord" being deemed to refer to Sublessor~~ the term of lease shall mean the Term of this Sublease and ~~Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference~~ references to the ~~Premises being deemed to refer to~~ premises, demised premises, or similar references in the Prime Lease shall mean the Subleased Premises~~); and all such provisions along with all~~ . Except as otherwise provided herein, when any fraction, factor or formula, which is based on the number of square feet leased, is expressed in the Prime Lease, it will be adjusted by substituting the number of square feet of the ~~provisions specifically set forth~~ Subleased Premises for the number of square feet of the premises leased by Sublandlord under the Prime Lease. Subtenant agrees that it shall not do or omit to do anything which would result in ~~this Sublease~~a default under the Prime Lease, ~~shall be the complete terms~~ and ~~conditions of this Sublease. If~~ agrees to indemnify and hold Sublandlord and Prime ~~Lessor shall be in default~~ Landlord harmless from and against all claims, demands or liabilities resulting from Subtenant’s breach, violation or nonperformance of any of its obligations under the Prime Lease, ~~Sublessee~~ as incorporated herein. With the exceptions set forth herein, Subtenant shall be entitled to all of the rights and ~~remedies against Prime Lessor which Sublessor would otherwise be entitled to~~ privileges of the Sublandlord as tenant under the terms of the Prime Lease ~~as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements~~ with respect to the Subleased Premises. (b) Notwithstanding the foregoing, the following Sections of and Exhibits to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall not apply to this Sublease: Sections 3, 4.A, 4.B, 5, 6, 11.B, 15, 16, 17, 18, 19, 21, 22, 23, 25, 27, 29, 30, 31, 32, 33, 34, 35, 36.G. 36.P, 36.S, 36.T, 38, 39, 41, 45, and 46, and Exhibits E, F, G, H, I, N, O and Q. Without limiting the foregoing, in no event under any circumstance shall Subtenant be entitled to be paid or to receive any credit for all or any portion of the abated rent under the Abated Rent Schedule (as defined in the Prime Lease). (c) Subtenant hereby acknowledges that Subtenant is a “Tenant’s Transferee” as such term is defined in Section 33.B of the Prime Lease. Subtenant hereby acknowledges and agrees that, as a Tenant’s Transferee, Subtenant shall be and hereby ~~are conferred upon~~ is bound by the terms and ~~assigned to Sublessee. Sublessee shall be subrogated to such rights to~~ conditions of Sections 33.B and 39.B of the ~~extent that the same shall apply to the Subleased Premises. If any such action against~~ Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to SublessorLease.

Appears in 1 contract

Sources: Sublease Agreement

Prime Lease. ~~Sublessor represents that a true and complete copy ----------- of~~ Except as may be inconsistent with the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Leaseterms hereof, all of the ~~terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder~~terms, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms covenants and conditions contained in the Prime ~~Lease, except for~~ Lease (other than any options or rights of first refusal granted to Sublessor or obligations of Sublessor to offer to purchase the ~~provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of~~ Sublet Premises) shall be applicable to this Sublease (with the same force and effect as if Sublessor were the lessor under the Prime Lease and Sublessee were the lessee thereunder; and in case of any breach hereof by Sublessee, Sublessor and Sublessee shall have all the rights against each ~~reference in~~ other as would be available to the Prime Landlord and the lessee under the Prime Lease if such breach were by a party thereto. Neither Sublessor nor Sublessee shall either do or permit anything to be done which would cause the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be ~~the complete terms and conditions of this Sublease. If Prime Lessor shall be in default~~ terminated or forfeited by reason of any right of ~~its obligations under~~ termination or forfeiture reserved or vested in the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to SublesseeLandlord. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend indemnify and hold Sublessor harmless from and against all ~~liability, expense, loss or damage which Sublessor may incur or suffer~~ claims of any kind whatsoever by reason of any ~~such action~~breach or default on the part of Sublessee by reason of which the Prime Lease may be terminated or forfeited, except by reason of any breach or default on the part of Sublessor that could cause the Prime Lease to be terminated. Sublessor agrees that, provided that Sublessee is not in default under the Sublease, Sublessor shall not (i) voluntarily surrender the Sublet Premises prior to the expiration or termination of the term of the Sublease, except in instances in which the Prime Lease terminates early due to casualty damage, taking of the Premises by eminent domain or otherwise through no fault of Sublessor, or (ii) breach its obligations under the Prime Lease so as to give the Prime Landlord the right to terminate the Prime Lease, and Sublessor agrees to indemnify and hold Sublessee harmless from losses or damages arising from Sublessor's failure to comply with the foregoing. Sublessor shall retain the right to exercise the cancellation option set forth in Section 66 of the Prime Lease, but agrees that ~~copies~~ it shall exercise such right only with the prior written consent of ~~all papers~~Sublessee. In the event that the cancellation option is so exercised, ~~and notices~~ Sublessee agrees to pay the associated termination fee of ~~all proceedings, shall be given to Sublessor~~$132,182.86.

Appears in 1 contract

Sources: Sublease Agreement (Air Industries Group, Inc.)

Prime Lease. ~~Sublessor~~ A. Landlord is the tenant under a Prime Lease (the "Prime Lease") with the Prime Landlord identified in Section l(D), bearing the date specified in Section 1(F). Landlord represents and warrants to Tenant that (i) Landlord has delivered to Tenant a true and complete copy ~~-----------~~ of the Prime Lease and all other agreements between Prime Landlord and Landlord governing the use and occupancy of the Premises, (ii) the Prime Lease is, as of the date hereof, in full force and effect, (iii) Landlord's leasehold estate with respect to the Premises has not been assigned, mortgaged, encumbered or otherwise transferred or sublet, in whole or in part, (iv) as of the date hereof no default has occurred by Landlord under the Prime Lease giving rise then, or in the future, to the right of Prime Landlord to terminate the Prime Lease, and as of the date hereof Landlord has received no notice of any such default from Prime Landlord, and (v) as of the date hereof no default has occurred by Prime Landlord under the Prime Lease giving rise then or in the future, to the right of Landlord to terminate the Prime Lease. B. Except as otherwise expressly provided herein, or except as may be inapplicable or inconsistent with other provisions hereof, all of the terms and provisions in the Prime Lease are incorporated herein by reference as if set forth herein in full and shall be applicable to this Sublease with the same force and effect as if Landlord were the landlord under the Prime Lease and Tenant were the tenant under the Prime Lease and the Premises were the premises under the Prime Lease. Except as otherwise expressly provided herein, Landlord covenants to Tenant to perform all of the covenants and obligations to be performed by Landlord under the Prime Lease (other than those obligations to be performed by Tenant with respect to the Premises) and to promptly pay when due all rents and other amounts due to Prime Landlord and to comply with this Sublease and the applicable provisions of the Prime Lease, as ~~amended~~modified by this Sublease, ~~supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof~~in all respects. ~~Sublessor represents and warrants that~~ If Landlord shall fail to make any payment or perform any act required to be made or performed by Landlord under the Prime Lease and such default is not cured by Landlord after notice from Tenant, Tenant, without waiving or releasing any obligation or default hereunder, may (but shall be under no obligation to) make such payment or perform such act for the account and at the expense of Landlord, and make take any and all such actions as Tenant, in ~~full force~~ its reasonable discretion, deems necessary or appropriate to accomplish such cure. If Tenant shall reasonably incur any expense in remedying such default, Tenant shall be entitled to recover such sums upon demand from Landlord or to deduct such sums from Base Rent next due. C. Subject to Section 27(F), (i) Landlord shall not be obligated to perform, and ~~effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and~~ shall not be liable for the performance by Prime ~~Lessor~~ Landlord, of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of ~~Sublessor as Tenant~~ the Prime Landlord under the Prime Lease, ~~to the extent that such terms~~ and ~~conditions are applicable to the Subleased Premises, including without limitation thereto payment~~ (or ii) in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all furtherance of the ~~terms and conditions contained in the Prime Lease~~foregoing, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, Tenant shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or not make any ~~alterations or improvements to the Subleased Premises, to furnish~~ claim against Landlord for any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage damages which ~~Sublessor~~ may ~~incur or suffer~~ arise by reason of any ~~such action~~act or omission, ~~and that copies~~ whether intentional or negligent, of ~~all papers, and notices of all proceedings, shall be given to Sublessor~~Prime Landlord.

Appears in 1 contract

Sources: Asset Purchase Agreement (Orion Healthcorp Inc)

Prime Lease. ~~Sublessor represents that a true~~ Reference is made to the Lease Agreement and ~~complete copy ----------- of the Prime Lease~~subsequent amendments, ~~as amended~~modifications, ~~supplemented~~ ratifications, and ~~modified, is~~ extensions attached hereto as Exhibit A B and ~~Sublessee acknowledges receipt thereof~~incorporated herein by reference, hereinafter referred to as the "Prime Lease" dated January 21, 1985, between Government Employees Insurance Company (hereinafter referred to as "Lessor") and Sublessor, as Lessee, pursuant to which Sublessor has leased the Subleased Premises from Lessor. ~~Sublessor represents~~ Except as otherwise expressly provided herein, (a) this Sublease is subject to and ~~warrants that~~ made upon all of the terms, covenants and conditions of the Prime Lease is (except paragraphs as noted in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and Attachment "A" (I)) to the extent ~~approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have~~ the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable relate to the Subleased Premises, ~~including without limitation thereto payment~~ with the same force and effect as if such terms, covenants and conditions were fully set forth herein, (~~or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment~~b) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the ~~terms~~ terms, covenants and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor ~~would otherwise be entitled~~ is bound to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever comply with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be ~~and hereby are conferred~~ binding upon ~~and assigned to Sublessee.~~ Sublessee ~~shall be subrogated to such rights~~ hereunder to the extent ~~that~~ the same relate to the Subleased Premises and Sublessee shall ~~apply~~ perform all obligations of Sublessor under the Prime Lease relating to the Subleased Premises during the term of this Sublease. The Sublessee agrees to be bound to the Sublessor by all the terms of the Lease and to assume toward Sublessor and to perform all of the obligations and responsibilities that Sublessor, by the Lease, assumes toward the Landlord under the Lease with respect to the Premises. The relationship between Sublessee and Sublessor under the Sublease shall be the same as between the Sublessor and Landlord under the Lease. Notwithstanding anything to the contrary contained in the Lease or contained in this Sublease, Sublessor alone shall be entitled to exercise those rights and privileges, shall continue to be solely responsible for, and shall timely discharge or otherwise satisfy, all of the obligations and responsibilities of the "Tenant" pursuant to the terms, provisions and conditions of the Prime Lease, and (c) all of the rights and privileges of Sublessor under the Prime Lease, except those specifically excluded pursuant to paragraph 2(A) above, shall inure to the benefit of Sublessee via Sublessor to the extent the same relate to the Subleased Premises. ~~If any such action against Prime Lessor~~ It is the intention of the parties hereto that, except as otherwise expressly provided in ~~Sublessee's name~~ this Sublease, the relationship between Sublessor and Sublessee shall be ~~barred~~ governed by ~~reason~~ the provisions of ~~lack of privity~~the Prime Lease as if they had been typed out in full in this Sublease and Sublessor were the party named as "Lessor" under the Prime Lease and Sublessee were the party named as "Lessee" under the Prime Lease. Thus, ~~nonassignability or otherwise~~for example, ~~Sublessor shall permit Sublessee to take such action~~ in ~~Sublessor's name; provided, however,~~ the event that Sublessee ~~shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason~~ fails to make timely payment of any ~~such action~~monthly installment of rent when due and payable hereunder, or fails to perform or violates any of the other conditions, covenants or agreements herein made by Sublessee, the respective rights and ~~that copies~~ duties of ~~all papers,~~ Sublessor and ~~notices of all proceedings,~~ Sublessee hereunder shall be ~~given to~~ determined by the Prime Lease, with the terms "Sublessor" substituted for the term "Lessor" or "Landlord" wherever those terms appear in said paragraphs and the term "Sublessee" substituted for the term "Lessee" or "Tenant" wherever those terms appear in said Prime Lease.

Appears in 1 contract

Sources: Sublease Agreement (Monarch Dental Corp)

Prime Lease. ~~Sublessor represents~~ (a) Subtenant acknowledges that ~~a true and complete copy ----------- of~~ Subtenant's rights to the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is Demised Premises are subject to and subordinate to the Prime ~~Lease~~Lease and those various covenants, ~~all~~ conditions and restrictions, easements and other matters of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in record affecting the Prime Lease, ~~unless any such term is expressly defined in this Sublease or~~ the ~~context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased~~ Demised Premises ~~any act or omission which violates any term or condition~~ and other parts of the ~~Prime Lease~~Building (the "Permitted Exceptions"). ~~In the event of the termination of the Sublessor's interest as Sublessee under~~ Accordingly, if the Prime Lease ~~for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease,~~ terminates then this Sublease shall terminate ~~coincidentally therewith~~ (except as otherwise provided in any agreement between Prime Landlord and Subtenant) and Sublandlord shall have no liability therefor, unless such termination occurs because of a breach of Sublandlord's obligations under this Sublease. If the Prime Lease terminates because of any default by Sublandlord thereunder, Subtenant shall attorn to and recognize Prime Landlord as Sublandlord under this Sublease; provided that Prime Landlord has executed, no later than one (1) month after the Execution Date, a nondisturbance agreement in form and substance reasonably acceptable to Subtenant. (b) Except as expressly provided herein, if Subtenant desires to take any action, and the Prime Lease would require that Sublandlord obtain Prime Landlord's consent before undertaking any such action, Subtenant shall not undertake the same without Prime Landlord's prior written consent, provided that upon Subtenant's request, Sublandlord shall diligently and promptly use its reasonable efforts to obtain Prime Landlord's consent to any ~~liability~~ such action. (c) Sublandlord shall pay each installment of ~~Sublessor to Sublessee. Sublessee shall only have such rights with respect~~ minimum rental, and any other sum when the same is due and payable under the terms of the Prime Lease and will duly observe and perform every term and condition of the Prime Lease to the ~~Leased Premises which Sublessor has pursuant~~ extent that such term and condition is not provided in this Sublease to be observed or performed by Subtenant, except to the ~~Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇~~extent that any failure to so pay or to observe or perform shall have resulted, ~~▇▇▇▇▇▇▇▇▇ shall assume~~directly or indirectly, ~~perform and observe all~~ from any default by Subtenant hereunder (including, without limitation, the failure of Subtenant to pay any amount of the ~~obligations~~ Minimum Monthly Rent or Additional Rent due hereunder). Sublandlord shall provide Subtenant with a copy of ~~Sublessor as Tenant~~ any notice given to Sublandlord by Prime Landlord under the Prime Lease, such notice to ~~the extent that~~ be delivered within two (2) business days after Sublandlord's receipt of such ~~terms and conditions are applicable~~ notice. Sublandlord will also give Subtenant a copy of any notice given by Sublandlord to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due Prime Landlord under the Prime Lease concurrently with the delivery of such notice to Prime Landlord. (d) At any time and from time to time, Subtenant may, but shall not be obligated to, make any payment or take any action necessary to cure a default by Sublandlord under the Prime Lease provided Subtenant has notified Sublandlord in writing that Subtenant elects to cure such default and within two (2) days after Sublandlord's receipt of such notice, with respect to a monetary default, and ten (10) days after Sublandlord's receipt of such notice, with respect to all other defaults, and Sublandlord has failed to cure such default nor provided evidence reasonably acceptable to Subtenant that such default will be cured before the ~~Subleased Premises only~~expiration of the applicable cure period. ~~Sublessee~~In the event Subtenant elects to cure such default as permitted herein, the amount of any such payment or the cost of any such action which is paid or incurred by Subtenant in good faith, including reasonable attorney's ~~performance and observance of all such obligations~~ fees, shall be ~~effected so that~~treated as a sum of money advanced by Subtenant to Sublandlord and shall be repayable by Sublandlord to Subtenant on demand provided Subtenant has delivered to Sublandlord with such demand a written accounting setting forth the itemized amounts expended by Subtenant accompanied by copies of actual supporting invoices documenting the cost, ~~whenever time periods are specified in the Prime Lease for Sublessor's compliance~~ fees and expenses incurred. (e) Subtenant acknowledges that (i) except as ~~Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise~~ expressly provided in this Sublease, ~~all~~ Sublandlord (x) does not assume and shall not have any of the ~~terms and conditions contained in~~ obligations or liabilities of Prime Landlord under the Prime ~~Lease~~Lease and (y) is not making the representations or warranties, ~~except for the provisions of 2.3~~if any, ~~3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference~~ made by Prime Landlord in the Prime Lease and (ii) Sublandlord's ability to "satisfy certain of its duties and obligations under this Sublease are conditioned upon the full and timely performance of Prime Landlord~~" being deemed~~ 's obligations under the Prime Lease and Sublandlord is unwilling to ~~refer~~ accept any liability whatsoever to ~~Sublessor and~~ Subtenant or any diminution in its rights under this Sublease as a consequence of Prime ~~Lessor, with each reference~~ Landlord's failure to ~~"Tenant" therein being deemed to refer to Sublessee and with each reference~~ perform under the Prime Lease except to the ~~Premises being deemed to refer to~~ extent Sublandlord's failure inhibits or prohibits the ~~Subleased Premises); and all such provisions along with all~~ performance of Subtenant's obligations or rights hereunder. Notwithstanding the ~~provisions specifically set forth~~ foregoing, if Prime Landlord defaults in ~~this Sublease, shall be~~ the ~~complete terms and conditions of this Sublease. If Prime Lessor shall be in default~~ performance or observance of any of ~~its~~ Prime Landlord's obligations under the Prime Lease, ~~Sublessee~~ Sublandlord shall, at Sublandlord's election, (1) make demand of Prime Landlord to obtain performance of Prime Landlord's obligations (which performance shall be at Sublandlord's reasonable cost and expense), and if requested in writing by Subtenant, commence and prosecute legal proceedings (also at Sublandlord's cost and expense) in the name of Sublandlord or otherwise against Prime Landlord with counsel reasonably satisfactory to Subtenant and/or (2) assign to Subtenant all of Sublandlord's rights and benefits under the Prime Lease which are assignable under the Prime Lease or otherwise to enforce, at Subtenant's reasonable cost and expense (subject however to reimbursement if Sublandlord is entitled to ~~all~~ and obtains reimbursement therefor from Prime Landlord under the terms of the Prime Lease), the obligations of Prime Landlord under the Prime Lease to the extent necessary to cause Prime Landlord to cure such default. Notwithstanding clause (2) of the immediately preceding sentence, Subtenant shall not have the right to terminate the Prime Lease, unless Sublandlord first consents to such termination in writing. Sublandlord and Subtenant agree to discuss such enforcement proceedings with one another, in good faith, but such proceeding shall be approved by Sublandlord, which approval shall not be unreasonably withheld, conditioned or delayed. Any amount of recovery obtained by Subtenant, if Subtenant enforces Sublandlord's rights under clause (2) of the first sentence of this subparagraph (e), shall be the property of Subtenant to the extent that such recovery pertains to the Demised Premises. (f) Sublandlord shall not modify the Prime Lease or consent to the modification or creation of any Permitted Exception in any respect which adversely affects Subtenant, this Sublease or the Demised Premises, or surrender the Prime Lease, without the prior written consent of Subtenant, which consent may be granted or withheld in Subtenant's reasonable discretion, and ~~remedies against~~ any such modification or surrender made without such consent shall be null and void and shall have no effect on the rights of Subtenant under this Sublease. Sublandlord agrees that if pursuant to the terms of the Prime ~~Lessor which Sublessor would otherwise be entitled~~ Lease or otherwise, Sublandlord shall have the right to cancel or terminate the Prime Lease, then Sublandlord shall only exercise such rights in accordance with, and only in accordance with, the written direction of Subtenant. Further, upon receipt of written request from Subtenant, upon a default by Prime Landlord under the Prime Lease, Sublandlord shall terminate the Prime Lease to the extent Sublandlord has the right to do so thereunder. (g) Subtenant hereby assumes and agrees to perform for the benefit of Sublandlord and Prime Landlord, each and every present and future obligation and duty of Sublandlord under the Prime Lease as ~~a result of such default; subject, however,~~ and to the ~~following provisions~~ extent set forth under this Sublease, and ~~procedures: Insofar~~ the Permitted Exceptions, as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever amended with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Demised Premises, ~~Sublessee~~ except as follows: (a) Sublandlord, not Subtenant, shall ~~have the right to take such action in Sublessee's own name and~~ be responsible for ~~that purpose and only to such extent, Sublessor's rights~~ paying minimum rental due under the Prime Lease ~~shall be~~ to Prime Landlord; and ~~hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights~~ (b) to the extent ~~that~~ said obligations or duties arise or relate to a period (i) after the ~~same~~ Term and not in connection with acts or omissions during the Term; or (ii) before the Execution Date. Subtenant shall ~~apply~~ not do, suffer or permit anything to be done which could result in a default under the ~~Subleased Premises~~Prime Lease or permit the Prime Lease to be canceled or terminated. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee Subtenant shall indemnify, defend and hold ~~Sublessor~~ harmless Sublandlord from and against all ~~liability, expense, loss~~ Claims imposed upon or ~~damage which Sublessor may incur~~ incurred by or ~~suffer~~ assessed against Sublandlord by reason of any ~~such action~~violation or breach of this Sublease by Subtenant or any of its Authorized Representatives which has resulted, directly or indirectly, in a breach of the Prime Lease. Sublandlord shall indemnify, defend and ~~that copies~~ hold harmless Subtenant from and against all Claims imposed upon or incurred by or assessed against Subtenant by reason of ~~all papers~~any violation or breach of this Sublease by Sublandlord or any of its Authorized Representatives which has resulted, ~~and notices~~ directly or indirectly, in a breach of ~~all proceedings, shall be given to Sublessor~~the Prime Lease.

Appears in 1 contract

Sources: Sublease (Focal Communications Corp)

Prime Lease. (a) Sublessor represents to Sublessee that attached hereto as Exhibit B is a true and complete copy ~~-----------~~ of the Prime Lease. Sublessee represents to Sublessor that it has read the Prime Lease and understands and accepts the terms and conditions thereof and Sublessee covenants that it will not do any act or thing which will be, result in or constitute a violation or breach of or a default under the Prime Lease; and any such violation, breach or default shall constitute a violation and the breach by Sublessee of a substantial obligation under this Sublease. Sublessor represents to Sublessee that it shall make its best efforts not to intentionally do any act or thing which will result in or constitute a violation or breach of or a default under the Prime Lease; and if any such violation, breach or default shall occur and results in termination of the Prime Lease, then Sublessor shall be liable to Sublessee for reasonable damages actually incurred by Sublessee as ~~amended~~a direct result thereof, ~~supplemented~~ provided, however, that Sublessor shall not be liable for any consequential damages. Sublessee shall make its best efforts to mitigate its damages in the event of termination of the Prime Lease. (b) Except as may be inconsistent with the terms hereof, all of the terms, provisions, covenants and ~~modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that~~ conditions contained in the Prime Lease ~~is in full~~ are incorporated herein by reference and are hereby made a part of this Sublease with the same force and effect as if Sublessor were the Landlord under the Prime Lease and ~~Sublessor has no knowledge~~ Sublessee were the Tenant thereunder from and after the Commencement Date. In the event of any ~~defaults~~ breach or violation by Sublessee of any of the terms, provisions, covenants or conditions of the Prime Lease or of any rules or regulations promulgated and enforced by the Landlord, or of this Sublease, including, without limitation, any default in the payment of Sublease Base Rent or Sublease Additional Rent, or any other violation of this Sublease by Sublessee, Sublessor shall have and may exercise against Sublessee all of the rights and remedies available to the Landlord under the Prime Lease in the event of a default by Sublessor as Tenant thereunder, with the same force and effect as if each of the terms, provisions, covenants and conditions of the Prime Lease, except as herein specified to the contrary, were expressly set forth herein. No waiver of any such violation by either Sublessor or the Landlord shall be deemed a waiver of the right to thereafter enforce the term, provision, covenant, condition, rule or regulation in question or a waiver of any subsequent violation thereof. (c) Sublessee shall promptly give Sublessor written notice (and a copy) of any notices served by the Landlord upon Sublessee pursuant to the terms, provisions and conditions of the Prime Lease. Sublessor shall promptly deliver to Sublessee written notice and a copy of any notice of default, bill, ▇▇mmunication or any other type of notice served by the Landlord upon Sublessor pursuant to the terms, provisions and conditions of the Prime Lease, not later than one business day after Sublessor's receipt of such notice, bill ▇▇ communication from the Landlord. Wherever the Prime Lease requires Sublessor, as tenant thereunder, to take any action or to cure any default (other than a default in the payment of fixed rent or additional rent) applicable to the Subleased Premises, then if the need for such action, or if such default is caused by Sublessee or its agents, employees or invitees, then within a period of time therein stated, Sublessee shall complete such action or cure such default not later than 72 hours prior to the expiration of such period and shall immediately furnish notice of compliance to Sublessor. (d) Sublessee shall have no rights under this Sublease or the Prime Lease to exercise any of the following provisions of the Prime Lease without the prior written consent of the Sublessor which may be granted or withheld for any reason: (i) SECTIONS 2.1, 2.2, 2.3 AND 2.4 - TERM (ii) ARTICLE V - OPTION TO RENEW OR EXTEND (iii) SECTION 9.1 - TENANT ALTERATIONS (iv) ARTICLE XI - TENANT SPECIAL ELEVATOR (v) SECTION 22.2 - COVENANTS OF LANDLORD (vi) ARTICLE XXIII AND SECTION 1.4 - PARKING (vii) SECTIONS 24.3 AND 24.6 - GENERAL PROVISIONS (viii) ARTICLE XXVIII - EXPANSION OF SPACE (ix) EXHIBIT B (e) Sublessee shall not do anything which would cause a default under the Prime Lease or that would cause the Prime Lease to be terminated or forfeited, and Sublessee shall indemnify and hold Sublessor harmless from and against any and all claims, liabilities, losses, damage, demands, expenses (including without limitation reasonable attorneys' fees), actions and causes of action of any kind whatsoever resulting from Sublessee's (i) failure to observe the terms and conditions of the Prime Lease or this Sublease and/or (ii) causing the Prime Lease to be terminated or forfeited. (f) Sublessor shall not be liable for any damage to persons or property sustained by Sublessee and others by reason of Sublessee's use and occupancy of the Subleased Premises or by reason of any act, accident or occurrence in the Subleased Premises, unless such act, accident or occurrence was the result of the negligence or misconduct of Sublessor, its agents or employees. Sublessee agrees to indemnify and to hold Sublessor harmless from and against any and all claims arising by reason of the use and occupancy of the Subleased Premises by Sublessee or Sublessee's agents, employees or invitees. (g) This Sublease is ~~subject~~ separate from and subordinate to the Prime Lease, ~~all~~ and Sublessor shall not be liable for any act or failure to act caused by the default of the ~~terms~~ Landlord under the Prime Lease. (h) Notwithstanding anything herein contained, the only services or rights to which Sublessee is entitled hereunder are those to which Sublessor is entitled under the Prime Lease and ~~conditions thereof~~ for all such services and ~~the performance by Prime Lessor of all of its obligations thereunder, and~~ rights Sublessee shall look to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in Landlord under the Prime Lease, ~~unless~~ and Sublessor shall have no obligation to supply any such ~~term is expressly defined~~ services or perform any other obligation of Landlord. Sublessor agrees that in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event the Landlord fails to perform an obligation or provide a service required of ~~the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor~~ Landlord under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to directly affects the Subleased Premises, ~~including without limitation thereto payment (~~then after written notice from Sublessee to Sublessor specifying the nature and duration of such failure, Sublessor shall send written notice to the Landlord requesting such service or in such obligation be provided, as the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expensebe. If after receipt of ~~written request~~ such notice the Landlord still fails to perform such obligation or provide such service, then Sublessor shall cooperate with any reasonable action proposed or undertaken by Sublessee to obtain such service or obligation from ~~Sublessee~~the Landlord, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in at Sublessee's ~~own name~~ sole cost and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense~~, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor~~.

Appears in 1 contract

Sources: Sublease (Sapient Corp)

Prime Lease. (a) Sublessor represents that ~~a true and complete copy ----------- of~~ it is not in default under the Prime ~~Lease~~Lease and that, ~~as amended~~to the best of its knowledge, ~~supplemented and modified,~~ the Prime Landlord is ~~attached hereto as Exhibit A and Sublessee acknowledges receipt thereof~~not in default thereunder. Sublessor further represents ~~and warrants~~ that the attached redacted copy of the Prime Lease is ~~in full force~~ a true and ~~effect and Sublessor has no knowledge of any defaults under the Prime Lease~~correct copy thereof. This Sublease is subject and subordinate to the Prime Lease, ~~all of~~ however, Sublessee has no liability for non-compliance with the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition redacted portions of the Prime Lease. ~~In the event of the termination of the Sublessor's interest as Sublessee under the~~ The Prime Lease ~~for~~ shall control any ~~reason other than a default by Sublessor under~~ conflict or inconsistency between the ~~Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease~~terms, ~~then~~ covenants and conditions of this Sublease ~~shall terminate coincidentally therewith without any liability~~ and the terms, covenants, and conditions of ~~Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to~~ the Prime Lease. ~~Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇~~All the terms, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms covenants and conditions contained in the Prime ~~Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of~~ Lease shall be applicable to this Sublease (with ~~each reference in~~ the same force and effect as if Sublessor were the Landlord under the Prime Lease ~~to "Landlord" being deemed to refer to Sublessor~~ and ~~Prime Lessor, with each reference to "Tenant" therein being deemed to refer to~~ Sublessee ~~and with each reference to~~ were the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations Tenant under the Prime Lease. (b) In case of any breach of this Sublease by Sublessee, Sublessor shall have all the rights against Sublessee ~~shall~~ as would be ~~entitled~~ available to ~~all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under~~ the Prime ~~Lease as a result~~ Landlord against the Tenant for Tenant's breach of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, . Any breach of this Sublease by Sublessee ~~expressly acknowledges that notwithstanding anything to~~ which would constitute a breach of the ~~contrary provided in this Paragraph 5, Sublessor does not undertake~~ Prim Lease if Sublessee were the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights Tenant under the Prime Lease shall constitute a breach of the Prime Lease and Prime Landlord may exercise all rights and remedies available under the Prime Lease against Sublessor and Sublessee, and may enforce all provisions of this Sublease, including those pertaining to the collection of Rent. (c) This Sublease may not be ~~and hereby are conferred upon and assigned to Sublessee~~modified without Prime Landlord's prior written consent. ~~Sublessee~~ Any modification without Prime Landlord's written consent shall be ~~subrogated~~ null and void. (d) If the Prime Lease is terminated or Prime Landlord re-enters or repossesses the Sublet Premises, then Prime Landlord may, at its option, assume Sublessor's right, title and interest as the Sublessor under this Sublease and, at Prime Landlord's option, Sublessee will attorn to ~~such rights to the extent that the same shall apply to the Subleased Premises~~Prime Landlord. If Notwithstanding any such ~~action~~ assumption, Prime Landlord shall: (i) have no liabilities for any previous acts or omissions of Sublessor under this Sublease, (ii) not be subject to any existing defense or offset against Sublessor, which is not an existing defense or offset against Prime ~~Lessor in~~ Landlord, (iii) not be bound by any previous modification of this Sublease made without Prime Landlord's prior written consent, or (iv) have no liabilities for any prepayment of more than one-month's rent under this Sublease. (e) Sublessor shall promptly provide to Sublessee any notices from Prime Landlord that affect Sublessee's ~~name shall be barred by reason~~ use and/or occupancy of ~~lack~~ the Sublet Premises. (f) Provided that Sublessee performs all of ~~privity, nonassignability or otherwise~~its obligations hereunder, Sublessor shall ~~permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against~~ promptly perform all ~~liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor~~obligations under the Master Lease.

Appears in 1 contract

Sources: Sublease Agreement (Eloquent Inc)

Prime Lease. 2.2.1 Sublessor hereby represents ~~that a true~~ and ~~complete copy ----------- of~~ warrants that: (a) Sublessor is Tenant under the Prime Lease~~, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that~~ ; (b) the Prime Lease is in full force and ~~effect~~ effect, Sublessor has submitted to Sublessee a true and complete copy of the Prime Lease, inclusive of all amendments, riders, exhibits and related agreements; the Prime Lease is the entire agreement between Sublessor and Prime Lessor (or any other party) relating to the use and occupancy of the Premises and there are no side letters of understanding, oral or written, of any sort that modify, amend, alter, supplement or change the terms of the Prime Lease; (c) Sublessor has not received any notice of default that has not been cured under the Prime Lease from Prime Lessor; and (d) Sublessor is not insolvent and is able to pay its debts and other obligations as they come due; it has not declared bankruptcy or filed a petition to take advantage of any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts and it has no present intention of doing so; no such proceeding has been commenced against Sublessor seeking such relief and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless that any such ~~term~~ proceeding is ~~expressly defined in this Sublease or the context requires otherwise~~threatened. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under warrants and acknowledges that it has reviewed the Prime Lease ~~for any reason other than a default by Sublessor under~~ and is satisfied with the arrangements therein reflected. 2.2.2 The Prime Lease ~~which occurs for any reason other than~~ is by this reference incorporated into and made a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Leasepart hereof, except ~~for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference~~ that all references in the Prime Lease to "Landlord", "Tenant", "Lease" ~~being~~ and "Premises", respectively, shall be deemed to refer to ~~Sublessor~~ Sublessor, Sublessee, this Sublease and the Premises subleased hereunder, respectively, EXCEPT THAT all references in the following sections and/or provisions of the Prime ~~Lessor~~Lease are expressly EXCLUDED from this Sublease (i.e., ~~with each reference to "Tenant" therein being~~ they shall NOT be deemed to ~~refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth~~ be incorporated in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights ) to the extent ~~that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred~~ described below, either because they are inapplicable or because they are superseded by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.specific provisions hereof:

Appears in 1 contract

Sources: Sublease (Interleaf Inc /Ma/)

Prime Lease. ~~Sublessor represents~~ a. Subtenant acknowledges that ~~a true~~ it has reviewed and ~~complete copy -----------~~ is familiar with all of the terms, covenants and conditions of the Prime Lease, ~~as amended, supplemented~~ a true and ~~modified,~~ correct copy of which is attached hereto as Exhibit A “B” and ~~Sublessee acknowledges receipt thereof~~hereby made a part hereof. ~~Sublessor represents~~ All of the terms, covenants and ~~warrants that~~ conditions of the Prime Lease are incorporated herein and made a part hereof as if fully set forth herein. Subtenant assumes and agrees to perform, observe, and comply with all of the terms, covenants and conditions on Sublandlord’s part to be performed, observed and complied with under the Prime Lease, as “Tenant” thereunder, except with respect to the Retained Space. As between Sublandlord and Subtenant, in the event of a conflict between the terms of the Prime Lease and the terms of this Agreement, the terms of this Agreement will control. b. This Agreement is expressly made subject to and subordinate to all of the terms, covenants and conditions of the Prime Lease and to all mortgages, deeds of trust, deeds to secure debt, leases and other documents to which the Prime Lease is or may hereafter become subject or subordinate. This subsection (b) shall be self-operative. Subtenant shall, within ten (10) days after request from Sublandlord, execute and deliver to Sublandlord such certificates and other instruments as Sublandlord may reasonably request to confirm such subordination. c. Nothing contained in ~~full force~~ this Agreement shall be construed to create privity of estate or of contract between Subtenant and ~~effect~~ Landlord. Subtenant shall in no case have any rights in respect of the Subleased Premises and ~~Sublessor has no knowledge~~ Common Area greater than Sublandlord’s rights under the Prime Lease as it relates to the Subleased Premises and Common Area. d. Subtenant agrees that Sublandlord shall not be required to perform any of ~~any defaults~~ the covenants and obligations of Landlord under the Prime Lease. This ~~Sublease~~ is ~~subject~~ a sublease and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease Landlord shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit continue to be ~~committed on~~ obligated to perform the ~~Subleased Premises any act or omission which violates any term or condition~~ obligations of Landlord under the Prime Lease. In no event shall Sublandlord be liable for the ~~event~~ non-performance of any obligation of the ~~termination of the Sublessor's interest as Sublessee~~ Landlord under the Prime ~~Lease for~~ Lease. Subtenant understands that the supplying of heat, light, water, air conditioning, electricity and other utilities, janitorial, cleaning and window washing, the provision of any ~~reason~~ other ~~than a default by Sublessor under~~ services, the ~~Prime Lease which occurs for~~ construction or replacement of any ~~reason other than a breach or a default by Sublessee under this Sublease~~improvements, ~~then this Sublease shall terminate coincidentally therewith without any liability~~ and building maintenance and repair are the obligations of ~~Sublessor to Sublessee. Sublessee shall only have such rights~~ Landlord and that Sublandlord has no control with respect to the ~~Leased Premises which Sublessor has pursuant~~ same, shall have no responsibility in connection therewith, and shall not be liable in any way with respect to the ~~Prime Lease~~failure of or interference with any of such services or facilities. ~~Except~~ Sublandlord, at Subtenant’s sole cost and expense, shall send such notices to (but shall not be obligated to file suit against) Landlord as ~~specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant~~ Subtenant may reasonably require to secure Landlord’s performance under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, Sublandlord shall not be required to send any notice that ~~Sublessee~~ Sublandlord reasonably determines would expose Sublandlord to any cost or liability. If, however, Sublandlord shall at Subtenant’s direction commence any proceeding or take any other action to enforce the obligations of Landlord insofar as such obligations relate to the Subleased Premises or Common Area, or if Subtenant takes any such action pursuant to this Section or if Subtenant delivers or receives any notice or communication under this Agreement, Subtenant agrees to indemnify, defend (with legal counsel acceptable to Sublandlord), and hold ~~Sublessor~~ harmless Sublandlord from and against ~~all liability~~any liabilities, ~~expense, loss~~ costs or ~~damage~~ expenses (including reasonable attorneys’ fees) which ~~Sublessor~~ Sublandlord may incur in connection therewith or ~~suffer~~ by reason ~~of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor~~thereof.

Appears in 1 contract

Sources: Sublease Agreement (Ideal Power Inc.)

Prime Lease. ~~Sublessor represents~~ 1.01 This Sublease is subject and subordinate to that ~~a true and complete copy ----------- of~~ certain Lease (hereinafter called the "Prime Lease") dated September 1, 1991 and executed by and between 5599 SAN FELIPE, LTD. (hereinafter called the "Prime Lessor"), as ~~amended~~lesso▇ ▇▇▇ AMERITRUST TEXAS NATIONAL ASSOCIATION (predecessor-in-interest to Landlord), ~~supplemented and modified~~as lessee, a copy of which Prime Lease is attached hereto as Exhibit A and ~~Sublessee acknowledges receipt thereof~~made a part hereof. ~~Sublessor represents~~ Except to the extent that the terms, conditions and ~~warrants that~~ provisions of this Sublease are different from the terms and provisions of the Prime Lease, the terms, conditions and provisions contained in the Prime Lease ~~is in full~~ shall be applicable to this Sublease with the same force and effect as if Landlord were the lessor under the Prime Lease and ~~Sublessor has no knowledge~~ Tenant were the lessee thereunder. Accordingly, except as set forth in Section 1.03 below, Tenant shall comply with all obligations of Landlord under the Prime Lease including, without limitation, all repair obligations, all insurance obligations, all obligations to pay utility charges and taxes, and all indemnification obligations of Landlord thereunder. Additionally, Tenant agrees that whenever the consent of Prime Lessor is required under the terms of the Prime Lease with respect to any ~~defaults~~ actions to be taken thereunder, Tenant shall obtain the consent (a) of Landlord and (b) of Prime Lessor as required under the Prime Lease~~. This~~ . 1.02 Notwithstanding any provision of this Sublease to the contrary, the only services and rights to which Tenant is ~~subject and subordinate~~ entitled hereunder are those to which Landlord is entitled under the Prime Lease, and Tenant shall look solely to Prime Lessor under the Prime Lease for all such services and rights; provided, however, this provision shall not cause Tenant's benefits or remedies to be less than the benefits or remedies to which Landlord is entitled under the Prime Lease. 1.03 With the exception of the ~~terms~~ obligation to pay Base Rental pursuant to Section 5 of the Prime Lease and ~~conditions thereof~~ to pay Lessee's Share of Forecast Actual Operating Expenses and any Operating Expense Adjustment pursuant to Section 7 thereof, and any liability accruing from Landlord's failure to pay same when due thereunder, Tenant hereby covenants and agrees to indemnify and hold Landlord harmless from and against all claims, losses, damages, duties, obligations and liabilities arising under the ~~performance~~ Prime Lease (unless such claims, losses, damages, duties, obligations and liabilities arise due to Landlord's gross negligence or willful misconduct), and all reasonable expenses incurred by Landlord in defending same, including court costs and reasonable attorneys' fees. 1.04 Landlord expressly covenants that, without the prior written consent of Tenant, it shall not amend or alter the Prime Lease or take any other action which would adversely affect the use by Tenant of the Leased Premises (hereinafter defined) or increase the obligations of Tenant or decrease the rights of Tenant hereunder or thereunder. Landlord and Tenant each covenant and agree to promptly deliver to the other party copies of any and all notices or other correspondence from the Prime Lessor ~~of all of its obligations thereunder~~that might affect said other party in any manner and further agree, ~~and~~ notwithstanding Section 10.05 to the ~~extent approved by Sublessee~~contrary, ~~which approval~~ to so deliver same in the manner most appropriate to insure that said other party will ~~not~~ be ~~unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have~~ able to respond to any of such notices or other correspondence from the ~~same meanings and definitions ascribed to them~~ Prime Lessor within any time periods set forth in the Prime Lease~~, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee~~ . 1.05 Tenant shall not ~~commit~~ have the right to exercise any of Landlord's options or ~~permit to be committed on the Subleased Premises any act~~ elections permitted or ~~omission which violates any term or condition of~~ authorized under the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be default in ~~default~~ the performance of any of its obligations under the Prime Lease, ~~Sublessee~~ Tenant shall ~~be entitled~~ have the right, in the name of Landlord, to ~~all rights and remedies~~ make demand or institute any appropriate action or proceeding against Prime Lessor ~~which Sublessor~~ for the enforcement of the obligations of Prime Lessor, and Landlord shall cooperate with Tenant with respect thereto. 1.06 In case of any breach hereof by Tenant, Landlord, in addition to all other rights of Landlord hereunder or available to Landlord at law or equity shall have all the rights against Tenant as would ~~otherwise~~ be ~~entitled~~ available to the Prime Lessor against the lessee under the Prime Lease if such breach were by the lessee thereunder. In the event either party defaults in the performance of any of the terms and provisions hereof and the non-defaulting party places the enforcement of this Sublease in the hands of an attorney, the defaulting party agrees to reimburse the non-defaulting party for all reasonable expenses incurred by the non-defaulting party as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligationsthereof including, but ~~is only obligated to use~~ not limited to, reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessorattorneys' fees.

Appears in 1 contract

Sources: Sublease Agreement (Tanknology Environmental Inc /Tx/)

Prime Lease. ~~Sublessor represents that a true and complete copy ----------- of the Prime Lease,~~ (a) Except as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is otherwise expressly ~~defined~~ provided in this Sublease or as modified by Section 2(c) hereof and except as the ~~context requires otherwise. Sublessee shall not commit~~ same may be inapplicable hereto or ~~permit~~ inconsistent herewith, (i) this Sublease is subject to ~~be committed on~~ and made upon all the ~~Subleased Premises any act or omission which violates any term or condition~~ terms, covenants and conditions of the Prime ~~Lease. In the event of the termination of the Sublessor's interest~~ Lease as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, ~~including without limitation thereto payment~~ with the same force and effect as if fully set forth herein, and (~~or in the case of payment in the first instance by Sublessor~~ii) all terms, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms covenants and conditions ~~contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (~~which Sublandlord is bound to comply with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be binding upon Subtenant hereunder insofar as any such term, covenant, or condition affects the Subleased Premises or Subtenant’s use thereof. Subtenant agrees to observe and ~~hereby are conferred upon~~ perform the terms, covenants and ~~assigned~~ conditions on its part to ~~Sublessee. Sublessee shall~~ be ~~subrogated~~ observed and performed hereunder as well as those applicable terms, covenants and conditions to ~~such rights~~ be observed and performed by Sublandlord, as tenant under the Prime Lease; and Subtenant agrees to be bound by the ~~extent that~~ provisions of the ~~same shall~~ Prime Lease insofar as they apply to the Subleased Premises. ~~If any such action against Prime Lessor in Sublessee's name~~ Except as set forth herein, the remedies of the parties, as Sublandlord and Subtenant hereunder, shall be ~~barred by reason~~ the same as the respective remedies of ~~lack~~ landlord and tenant under the Prime Lease. (c) Regarding the Subleased Premises, Subtenant shall not do or permit to be done any act or thing which will constitute a breach or violation of ~~privity~~any of the terms, ~~nonassignability~~ covenants or ~~otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend~~ conditions of the Prime Lease. Subtenant will indemnify and hold ~~Sublessor~~ harmless Sublandlord from and against all losses, costs, damages, expenses and liability, ~~expense~~including reasonable attorneys’ fees, ~~loss or damage~~ which ~~Sublessor~~ Sublandlord may incur or ~~suffer~~ pay out by reason of any ~~such action~~injuries to person or property occurring in, on or about the Subleased Premises, or by reason of any breach or default by Subtenant hereunder. Sublandlord will indemnify and ~~that copies~~ hold harmless Subtenant from and against all losses, costs, damages, expenses and liability, including reasonable attorneys’ fees, which Subtenant may incur or pay out by reason of ~~all papers~~any injuries to person or property occurring in, ~~and notices~~ on or about the Premises (excluding the Subleased Premises), or by reason of ~~all proceedings,~~ any breach or default by Sublandlord under the Prime Lease or hereunder. (d) The following provisions of the Prime Lease shall be ~~given~~ inapplicable to ~~Sublessor.~~Subtenant’s occupancy hereunder and shall not be incorporated herein: last two paragraphs of Section 2; Section 3; Section 4; Section 35; Section 36(B), Section 38(a); Section, 39; Section 40;

Appears in 1 contract

Sources: Sublease Agreement (NextCure, Inc.)

Prime Lease. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime ~~Lease with respect to the Subleased Premises only~~Lease. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as ~~Tenant~~ Lessee thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.

Appears in 1 contract

Sources: Sublease Agreement (Triad Hospitals LLC)

Prime Lease. ~~Sublessor represents~~ The Prime Lease is incorporated herein by reference (Exhibit A) so that, except to the extent that ~~a true and complete copy -----------~~ certain provisions of the Prime ~~Lease~~Lease are inapplicable or modified by this Sublease, ~~as amended~~or excluded below, ~~supplemented~~ each and ~~modified~~every term, ~~is attached hereto as Exhibit A~~ covenant and ~~Sublessee acknowledges receipt thereof. Sublessor represents and warrants that~~ condition of the Prime Lease is binding or inuring to the benefit of Landlord shall, in ~~full~~ respect of the Sublease, bind or inure to the benefit of Sublessor, and each and every term, covenant and condition of the Prime Lease binding or inuring to the benefit of lessee there under shall, in respect to the Sublease, bind or inure to the benefit of Subtenant, with the same force and effect ~~and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease~~as if such terms, ~~all of the terms~~ covenants and conditions ~~thereof and~~ were completely set forth in the ~~performance by Prime Lessor of all of its obligations thereunder~~Sublease, and to as if the ~~extent approved by Sublessee~~words “Landlord” and “Tenant”, ~~which approval will not be unreasonably withheld~~or words of similar import, ~~all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have~~ wherever the same ~~meanings and definitions ascribed to them~~ appear in the Prime Lease, ~~unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit~~ were construed to ~~be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the~~ mean, respectively, “Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform ” and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided “Subtenant” in this Sublease, ~~all~~ and as if the words “Leased Premises”, “Premises”, “Leased Property”, or words of similar import, wherever the ~~terms and conditions contained~~ same appear in the Prime Lease, ~~except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease~~ were construed to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the mean “Subleased Premises~~); and all such provisions along with all of the provisions specifically set forth~~ ” in this Sublease, ~~shall be~~ and as if the ~~complete terms and conditions~~ word “Lease”, or words of ~~this Sublease. If Prime Lessor shall be~~ similar import, wherever the same appear in ~~default of any of its obligations under~~ the Prime Lease, ~~Sublessee~~ were construed to mean this “Sublease.” If any of the express provisions of the Sublease shall ~~be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under~~ conflict with any of the provisions of the Prime Lease ~~as a result~~ incorporated by reference herein, such conflict shall be resolved in every instance in favor of ~~such default; subject, however, to~~ the ~~following~~ express provisions ~~and procedures: Insofar as Prime Lessor is~~ of the Sublease. Notwithstanding the foregoing or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary ~~provided in this Paragraph 5~~contained herein, ~~Sublessor does~~ Subtenant shall not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to ~~take such action~~ exercise any renewal options, expansion options, rights of first offer or similar rights set forth in ~~Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under~~ the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to SublessorLease.

Appears in 1 contract

Sources: Sublease Agreement (Oragenics Inc)

Prime Lease. ~~Sublessor represents that a true~~ Notwithstanding anything to the contrary herein, this Sublease and ~~complete copy -----------~~ all of ~~the Prime Lease, as amended, supplemented~~ Subtenant’s rights hereunder are and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is shall be subject and subordinate to the Prime ~~Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder,~~ Lease and to all mortgages, leases and other documents to which the ~~extent approved by Sublessee~~Prime Lease is or may hereafter become subject and subordinate. This clause shall be self-operative. Subtenant shall, ~~which approval will not be unreasonably withheld~~upon request of Sublandlord, execute all ~~amendments and supplements hereafter entered into~~certificates, reasonably requested, in confirmation of such subordination. ~~All terms contained~~ Notwithstanding anything in this Sublease to the contrary, Subtenant shall have all rights and benefits afforded to “Tenant” in the ~~same meanings~~ Lease and ~~definitions ascribed~~ all rights and benefits afforded to ~~them~~ Subtenant in the Prime Landlord Consent. Sublandlord shall use all efforts to ensure that Prime Landlord performs any obligation of Prime Landlord under the Prime Lease. Sublandlord agrees that it will not, ~~unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any~~ by its act or omission ~~which violates any term or condition of~~ to act, cause a default under the Prime Lease. In order to afford to Subtenant the ~~event~~ benefits of this Sublease and of those provisions of the ~~termination~~ Prime Lease which by their nature are intended to benefit the party in possession of the ~~Sublessor's interest~~ Subleased Premises: (a) Sublandlord shall pay, when and as ~~Sublessee~~ due, all base rent, additional rent and other charges payable by Sublandlord to Prime Landlord under the Prime ~~Lease for any reason other than a default by Sublessor~~ Lease; (b) Sublandlord shall perform its covenants and obligations under the Prime Lease which ~~occurs~~ do not require for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all their performance possession of the ~~obligations~~ Subleased Premises. For example, Sublandlord shall at all times keep in full force and effect all insurance required of ~~Sublessor~~ Sublandlord as Tenant under the Prime Lease. (c) Sublandlord shall not agree to an amendment, termination or other modification to the ~~extent that such terms~~ Prime Lease, unless Sublandlord shall first obtain Subtenant’s prior written approval thereof (which Subtenant may withhold in its sole and ~~conditions are applicable~~ absolute discretion). (d) Sublandlord hereby grants to Subtenant the ~~Subleased Premises, including without limitation thereto payment (or in~~ right to receive all of the ~~case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease~~ services and benefits with respect to the Subleased Premises ~~only~~which are to be provided by Prime Landlord under the Prime Lease. ~~Sublessee's performance~~ Subtenant may deal directly with Prime Landlord with respect to such services and ~~observance of all such~~ benefits. Sublandlord agrees that it will, upon notice from Subtenant, make demand upon Prime Landlord to perform its obligations ~~shall be effected so that, whenever time periods are specified in~~ under the Prime Lease ~~for Sublessor's compliance as Tenant thereunder~~and Sublandlord will take appropriate actions to enforce the Prime Lease. Further, ~~Sublessee~~ Subtenant shall ~~have so complied on or prior~~ be entitled to ~~such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all~~ the benefit of the ~~terms~~ provisions of the Primary Lease with respect to Default by Landlord. (e) Subtenant and ~~conditions contained in~~ Sublandlord acknowledge and agree that, notwithstanding any provision of this Sublease or the Prime Lease to the contrary, Subtenant shall not be liable for the performance of any obligations hereunder or under the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer those obligations which relate specifically to the Subleased ~~Premises);~~ Premises and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless arise from and ~~against all liability~~after the Effective Date. IN NO EVENT SHALL SUBLESSEE BE OBLIGATED TO PAY UNDER THIS SUBLEASE ANY RENT OR ADDITIONAL RENT OR COSTS, ~~expense~~CHARGES OR EXPENSES FOR UTILITIES AND SERVICES FOR THE SUBLEASED PREMISES PRIOR TO THE EFFECTIVE DATE, ~~loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor~~FOR OTHER PORTIONS OF THE PREMISES OR IN EXCESS OF THE AMOUNT OF RENT PAYABLE PURSUANT TO THIS SUBLEASE.

Appears in 1 contract

Sources: Sublease Agreement (Babylon Holdings LTD)

Prime Lease. ~~Sublessor represents~~ Subtenant agrees that ~~a true~~ it will do nothing in, on or about the Subleased Premises which would result in the breach by Sublandlord of its undertakings and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults obligations under the Prime Lease. ~~This~~ Except as expressly set forth herein, this Sublease is shall be subject to and ~~subordinate to the Prime Lease,~~ on all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms as are contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all and the provisions of the ~~terms~~ Prime Lease are hereby incorporated into this Sublease as if Sublandlord were the landlord thereunder and ~~conditions contained~~ Subtenant the tenant thereunder. Where appropriate, references to "Landlord" in the Prime ~~Lease~~Lease shall be deemed to mean "Sublandlord" hereunder and references to "Tenant" in the Prime Lease shall be deemed to mean "Subtenant" hereunder, ~~except for~~ it being understood and agreed that Sublandlord will not be acting as, or assuming any of the ~~provisions of 2.3~~responsibilities of, ~~3.3, 5.4, 6.17, 7.1, 7.2, 7.3~~Prime Landlord, and ~~7.4 are incorporated herein as terms and conditions of this Sublease (with each reference~~ all references in the Prime Lease to "Landlord~~" being deemed to refer to Sublessor~~ -provided services or Landlord insurance requirements, and ~~Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference~~ any other references which by their nature relate to the ~~Premises being deemed to refer to the Subleased Premises); and all such provisions along with all~~ owner or operator of the ~~provisions specifically set forth in this Sublease~~Building, rather than to a tenant of the Building subleasing space to a subtenant, shall continue to be references to Prime Landlord and not to Sublandlord. Without limiting the ~~complete terms and conditions of this Sublease. If Prime Lessor shall be in default of~~ foregoing, Subtenant expressly agrees that it does not have any ~~of its obligations~~ right to expand the premises or extend the term under either the ~~Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under~~ Sublease or the Prime Lease ~~as a result of such default; subject, however,~~ and that it is not entitled to ~~the following provisions and procedures: Insofar as~~ any expenditure or allowance by Sublandlord or Prime ~~Lessor is or may be obligated~~ Landlord with respect to ~~construct or make any alterations or~~ improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee except as expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessorset forth herein.

Appears in 1 contract

Sources: Sublease (Cytogen Corp)

Prime Lease. ~~Sublessor represents that a~~ (a) A true ~~and complete~~ copy ~~-----------~~ of the Prime ~~Lease, as amended, supplemented and modified,~~ Lease (with certain financial provisions deleted for reasons of confidentiality) is attached hereto as Exhibit A C. Where not expressly inconsistent with the terms hereof and ~~Sublessee acknowledges receipt thereof. Sublessor represents and warrants that~~ except as otherwise stated herein to the ~~Prime Lease is in full force and effect and Sublessor has no knowledge~~ contrary, this Sublease shall be subject Table of ~~any defaults under the Prime Lease. This Sublease is subject~~ Contents and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime ~~Lease, except for~~ Lease as said terms and conditions affect the ~~provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3~~Subleased Premises, and ~~7.4 are incorporated herein as~~ all of the terms and conditions of the Prime Lease, except as otherwise set forth herein, are hereby incorporated into this Sublease (and shall be binding upon Subtenant with ~~each reference~~ respect to the Subleased Premises to the same extent as if Subtenant were named as tenant and Sublandlord as landlord under the Prime Lease. For purposes of this Sublease, references in the Prime Lease to ~~"Landlord" being deemed to refer to Sublessor~~ the “term” shall mean the Term of this Sublease and ~~Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference~~ references to the ~~Premises being deemed to refer to~~ “premises” in the Prime Lease shall mean the Subleased Premises~~); and all such provisions along with all~~ . Except as otherwise provided herein, when any fraction, factor or formula, which is based on the number of square feet leased, is expressed in the Prime Lease, it will be adjusted by substituting the number of square feet of the ~~provisions specifically set forth~~ Subleased Premises for the number of square feet of the Premises leased in ~~this Sublease~~the Prime Lease. Each party agrees that it shall not do or omit to do anything which would result in a default under the Prime Lease, ~~shall be~~ and each party agrees to indemnify and hold the ~~complete terms~~ other harmless from and ~~conditions of this Sublease. If Prime Lessor shall be in default~~ against all claims, demands or liabilities resulting from such party’s breach, violation or nonperformance of any of its obligations under the Prime Lease, ~~Sublessee~~ as incorporated herein. With the exceptions set forth herein, Subtenant shall be entitled to all of the rights and privileges of the Sublandlord as tenant under the terms of the Prime Lease with respect to the Subleased Premises. The following provisions of the Prime Lease shall not be incorporated into this Sublease: Basic Lease Information, sections 1, 2, 3.1, the last sentence of section 3.3, section 4, sections 16.1, 22, 30, Additional Provisions as set forth on Exhibit D to the Lease numbered 35, 36, 37(a), 37(b), 37(c), the First, Second, Third and Fourth Amendments to Lease in their entirety, and Fifth Amendment to Lease Sections I, II, III, IV, V.A., VII, VIII, IX, XII (other than XII.F.) and Exhibit A-1. (b) Sublandlord shall have the same rights and remedies ~~against Prime Lessor which Sublessor would otherwise be entitled~~ with respect to ~~under~~ a breach of this Sublease by Subtenant as the Prime ~~Lease~~ Landlord has with respect to a breach of the Prime Lease, as ~~a result~~ if the same were more fully set forth at length herein, and Sublandlord shall have, with Table of ~~such default; subject~~Contents respect to Subtenant, ~~however, to the following provisions~~ this Sublease and ~~procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to~~ the Subleased Premises, to ~~furnish~~ the extent any ~~services~~ such provisions are expressly incorporated herein, all of the rights, powers, privileges and immunities as are had by the Prime Landlord under the Prime Lease. (c) Notwithstanding any contrary provision of the Prime Lease incorporated herein by reference, Subtenant shall have no right to (i) an abatement of basic rent or additional rent by reason of casualty or condemnation, unless Sublandlord is entitled to a corresponding termination or abatement with respect to its corresponding obligation under the ~~Leased Premises~~Prime Lease; or (ii) any renewal, ~~to repair~~ extension or ~~rebuild~~ termination of the ~~same~~Term; (iii) any expansion, ~~to insure~~ relocation, reduction or modification of the Subleased Premises; (iv) any option, ~~to perform any other act whatsoever~~ right of first refusal, or right of first offer with respect to the ~~Premises~~ purchase or lease of any interest in the real estate which the Subleased Premises are a part or any other real estate; (v) receipt of any payment of, or any other right to ~~perform~~ receive or participate in, any ~~obligation~~ increase in the equity value of the real estate of which the Subleased Premises are a part or ~~satisfy~~ any ~~condition~~ other real estate; (vi) modify the use permitted hereunder; (vii) demand an estoppel certificate from Sublandlord; (viii) demand reimbursement or payment from Sublandlord in excess of payments actually paid by Prime Landlord and received by Sublandlord with respect to an exercise of the Prime Landlord’s relocation rights under the Prime Lease; (ix) any right to “self” insure its insurance obligations hereunder; and (x) any rights of set-off, ~~Sublessee expressly acknowledges that notwithstanding anything~~ or to determine the ~~contrary~~ name of the Building or similar rights, as may be reserved to Sublandlord under the terms of the Prime Lease. Sublandlord shall have no right to relocate Subtenant from the Subleased Premises unless Prime Landlord exercises its relocation rights under the terms of the Prime Lease. (d) Except as otherwise provided herein, the time limits contained in ~~this Paragraph 5, Sublessor does not undertake~~ the ~~performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain~~ Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action Lease for the ~~enforcement~~ giving of ~~Sublessor's rights against Prime Lessor with respect to~~ notices, making payments or demands or performing of any act, condition or covenant on Sublandlord’s part, as tenant thereunder, are changed for the ~~Leased Premises~~purposes of Table of Contents incorporation herein by reference by shortening same in each instance by five (5) days, ~~Sublessee~~ so that Subtenant shall have a lesser time to observe or perform hereunder than Sublandlord has under the ~~right~~ corresponding provisions of the Prime Lease. In no event, however, shall Subtenant have less than three (3) business days to ~~take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights~~ so observe or perform an obligation of Sublandlord under the Prime Lease ~~shall be and hereby are conferred upon and assigned~~ that Subtenant is obligated to ~~Sublessee. Sublessee shall be subrogated to such rights~~ observe or perform pursuant to the ~~extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason~~ provisions of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessorthis Sublease.

Appears in 1 contract

Sources: Sublease (TDK Mediactive Inc)

Prime Lease. ~~Sublessor represents that a true~~ Tenant recognizes and ~~complete copy -----------~~ acknowledges the existence of the Prime ~~Lease, as amended, supplemented~~ Lease and ~~modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants~~ that ~~the Prime~~ this Lease is ~~in full force and effect and Sublessor has no knowledge~~ a sublease of ~~any defaults under~~ a portion of Landlord’s leasehold estate created by the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the The termination of ~~the Sublessor's interest as Sublessee under~~ the Prime Lease for any reason whatsoever, other than the default of Landlord, shall never constitute a default by ~~Sublessor under~~ Landlord hereunder nor shall such termination entitle Tenant to terminate this Lease or the ~~Prime~~ payment of any rent or other sums due by Tenant hereunder. Tenant further agrees that this Lease ~~which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor~~ is subject to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and ~~conditions contained in the Prime Lease, except for the~~ provisions of ~~2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in~~ the Prime Lease and hereby agrees to ~~"Landlord" being deemed~~ be bound by provisions thereof, including but not limited to ~~refer~~ the provisions relating to ~~Sublessor~~ employment and non-discrimination and other provisions of which Landlord has made Tenant aware in writing. By execution hereof, Tenant hereby acknowledges that it has received a copy of all provisions of the Prime Lease relating to employment and non-discrimination all as set forth on Exhibit C attached hereto. Provided, however, that the execution of this Lease by Landlord shall never be construed to be an approval hereof by the Prime Lessor, ~~with each reference to "Tenant" therein~~ it being ~~deemed to refer to Sublessee and with each reference to~~ understood that the ~~Premises being deemed to refer to the Subleased Premises); and all such provisions along with all~~ Prime Lessor cannot be bound by any act or omission of ~~the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease~~Landlord. If Prime Lessor shall be request a modification of this Lease, Tenant shall not unreasonably withhold or delay its consent to a modification which does not materially adversely affect Tenant’s rights and privileges hereunder or impose material burdens on Tenant. Landlord shall reasonably cooperate with Tenant in ~~default~~ connection with any approval of Prime Lessor required for the construction of any ~~of its obligations under the Prime~~ Alterations by Tenant pursuant to this Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.

Appears in 1 contract

Sources: Lease Agreement (Soaring Eagle Acquisition Corp.)

Prime Lease. ~~Sublessor represents that a~~ (a) A true ~~and complete~~ copy ~~-----------~~ of the Prime ~~Lease, as amended, supplemented and modified,~~ Lease (with certain financial provisions deleted for reasons of confidentiality) is attached hereto as Exhibit A B. Where not expressly inconsistent with the terms hereof and ~~Sublessee acknowledges receipt thereof. Sublessor represents and warrants that~~ except as otherwise stated herein to the ~~Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This~~ contrary, this Sublease is shall be subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime ~~Lease, except for~~ Lease as said terms and conditions affect the ~~provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3~~Subleased Premises, and ~~7.4 are incorporated herein as~~ all of the terms and conditions of the Prime Lease (except to the extent that they are inapplicable to, or modified by the provisions of, this Sublease, or inapplicable to the Subleased Premises) are hereby incorporated into this Sublease (and shall be binding upon Subtenant with ~~each reference~~ respect to the Subleased Premises to the same extent as if Subtenant were named as tenant and Sublandlord as landlord under the Prime Lease. If any of the express provisions of this Sublease shall conflict with any of the provisions of the Prime Lease incorporated by reference, such conflict shall be resolved in every instance in favor of the express provisions of this Sublease. For purposes of this Sublease, references in the Prime Lease to ~~"Landlord" being deemed to refer to Sublessor~~ the “term” shall mean the Term of this Sublease and ~~Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference~~ references to the ~~Premises being deemed to refer to~~ “premises” in the Prime Lease shall mean the Subleased Premises~~); and all such provisions along with all~~ . References to the Building shall mean Building 3 only. Except as otherwise provided herein, when any fraction, factor or formula, which is based on the number of square feet leased, is expressed in the Prime Lease, it will be adjusted by substituting the number of square feet of the ~~provisions specifically set forth~~ Subleased Premises for the number of square feet of the Premises leased in ~~this~~ the Prime Lease. The Sublandlord represents and warrants to Subtenant that, as of the date of execution of the Sublease, to the best of Sublandlord’s knowledge, there are no Defaults on the behalf of Prime Landlord or Sublandlord and Sublandlord is not aware of any facts or circumstances which could result or lead to the Default of the Prime Lease by Prime Landlord or Sublandlord. (b) Each party agrees that it shall be not do or omit to do anything which would result in a Default under the ~~complete terms~~ Prime Lease, and ~~conditions of this Sublease. If Prime Lessor shall be in default~~ each party agrees to indemnify and hold the other harmless from and against all claims, demands or liabilities resulting from such party’s breach, violation or nonperformance of any of its obligations under the Prime Lease, ~~Sublessee~~ as incorporated herein. With the exceptions set forth herein, Subtenant shall be entitled to all of the rights and ~~remedies against~~ privileges of the Sublandlord as tenant under the terms of the Prime ~~Lessor~~ Lease with respect to the Subleased Premises. (c) In order to facilitate the coordination of the provisions of this Sublease with those of the Prime Lease, the time periods contained in provisions of the Prime Lease that are incorporated by reference into this Sublease and for which ~~Sublessor would otherwise~~ the same action must be ~~entitled to~~ taken under the Prime Lease and this Sublease (such as, for example and without limitation, the time period for the curing of a Default under this Sublease that is also a Default under the Prime Lease or for the response to a request by Subtenant for consent to an action for which consent of the Prime Landlord is also required), are changed for the purpose of incorporation by reference by shortening or lengthening that period in each instance by five (5) days so that in each instance Subtenant shall have much less time to observe or perform hereunder than Sublandlord has as ~~a result of such default; subject~~tenant under the Prime Lease and Sublandlord shall have that much more time to observe, ~~however~~perform, to consent, approve or otherwise act hereunder than the ~~following provisions and procedures: Insofar as~~ Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition Landlord has under the Prime Lease. In instances in which the same action is not required under both the Prime Lease and this Sublease, ~~Sublessee expressly acknowledges~~ the time periods contained in provisions of the Prime Lease that ~~notwithstanding anything~~ are incorporated by reference are not changed. Only those provisions of the Prime Lease applicable to ~~the contrary provided in~~ Building 3 shall apply to this ~~Paragraph 5, Sublessor does not undertake the performance or observance~~ Sublease. The following provisions of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall not be incorporated into this Sublease: 1 (all Basic Lease Provisions except 1.4 and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason 1.7), 2.1(a), 2.1(c)-(h), 2.2 (except definition of ~~lack of privity~~Common Areas), ~~nonassignability or otherwise~~3, ~~Sublessor shall permit Sublessee to take such action in Sublessor's name; provided~~4.1, ~~however~~5, ~~that Sublessee shall indemnify~~7.3(a), ~~defend and hold Sublessor harmless from and against all liability~~7.3(b), ~~expense~~7.3(j), ~~loss or damage which Sublessor may incur or suffer by reason of any such action~~7.3(m), ~~and that copies of all papers~~8.2, ~~and notices of all proceedings~~12, ~~shall be given to Sublessor.~~13.1, 13.3, 13.5, 16, 17, 26.1, 27, 64, 66, Exhibit A, Exhibit A-2, Exhibit C, Exhibit D, Exhibit E, Exhibit F, Exhibit G.

Appears in 1 contract

Sources: Sublease (Intersil Corp/De)

Prime Lease. ~~Sublessor represents that a~~ (a) A true ~~and complete~~ copy ~~-----------~~ of the Prime ~~Lease, as amended, supplemented and modified,~~ Lease is attached hereto as ~~Exhibit A~~ EXHIBIT B. Where not expressly inconsistent with the terms hereof and ~~Sublessee acknowledges receipt thereof. Sublessor represents and warrants that~~ except as otherwise stated herein to the ~~Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This~~ contrary, this Sublease is shall be subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime ~~Lease, except for~~ Lease as said terms and conditions affect the ~~provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3~~Subleased Premises, and ~~7.4 are incorporated herein as~~ all of the terms and conditions of the Prime Lease, except as otherwise set forth herein, are hereby incorporated into this Sublease (and shall be binding upon Subtenant with respect to the Subleased Premises to the same extent as if Subtenant were named as tenant and Sublandlord as landlord under the Prime LEASE. Subtenant shall comply with each ~~reference~~ covenant and obligation in the Prime Lease which is incorporated herein that is applicable to ~~"Landlord" being deemed to refer to Sublessor~~ Sublandlord as Tenant under the Prime Lease, and ~~Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to~~ the ~~Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete~~ terms and conditions of this Sublease. If For purposes of this Sublease, references in the Prime ~~Lessor~~ Lease to the "term", or "Term" shall be mean the Term of this Sublease, references in the Prime Lease to the "Lease Expiration Date" or "expiration date" shall mean the Expiration Date of this Sublease, and references to the "Premises" in the Prime Lease shall mean the Subleased Premises, except to the extent such terms are altered, modified or otherwise agreed to herein. Without limiting the generality of the foregoing, all terms not expressly defined in this Sublease shall have the meanings given to them in the Prime Lease. Each party agrees that it shall not do or omit to do anything which would result in a default under the Prime Lease, and each party agrees to indemnify and hold the other harmless from and against all claims, demands or liabilities resulting from such party's breach, violation or nonperformance of any of its obligations under the Prime Lease, ~~Sublessee~~ as incorporated herein. With the exceptions set forth herein, Subtenant shall be entitled to all of the rights and ~~remedies against Prime Lessor which Sublessor would otherwise be entitled to~~ privileges of the Sublandlord as tenant under the terms of the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. ~~If any such action against~~ The following provisions of the Prime ~~Lessor in Sublessee's name~~ Lease shall not be ~~barred by reason of lack of privity~~incorporated into this Sublease: Sections 1(f), ~~nonassignability or otherwise~~1(g), ~~Sublessor shall permit Sublessee~~ 1(h), 1(m), 1(n), 2(b), 2(c), 2(d), 3(a)(ii), 3(b)-(i), 6(e), 8, 10, 14(b), 15, 23, 24, 25, 27, 31, 32, 34, 35, 36, 40, 41, 42, 44, 46(l), 46(o), and, insofar as it relates to ~~take such action in Sublessor's name; provided~~Sublandlord, ~~however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action~~46(n), and ~~that copies of all papers~~Exhibits C, D, G, H and ~~notices of all proceedings, shall be given to Sublessor.~~I.

Appears in 1 contract

Sources: Sublease (Inhibitex Inc)

Prime Lease. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime ~~Lease~~Lease and Sublandlord conveys, and Subtenant takes, no greater rights hereunder than those accorded to or taken by Sublandlord as tenant under the terms of the Prime Lease during the Term. Except as otherwise expressly provided herein, or except as may be inapplicable or inconsistent with the other provisions hereof, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them provisions in the Prime ~~Lease, unless any such term is expressly defined~~ Lease are incorporated herein by reference as if set forth herein in full and shall be applicable to this Sublease or with the ~~context requires otherwise. Sublessee shall not commit or permit to be committed on~~ same force and effect as if Sublandlord were the ~~Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee~~ landlord under the Prime Lease ~~for any reason other than a default by Sublessor~~ and Subtenant were the tenant thereunder. Except as otherwise expressly provided herein, Subtenant covenants with Sublandlord to fully and faithfully perform all of Sublandlord's obligations, covenants and conditions under the Prime Lease ~~which occurs for any reason other than a breach or a default by Sublessee under this Sublease~~to be paid, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform performed and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease observed with respect to the Subleased Premises ~~only. Sublessee's performance~~ from and ~~observance of all such obligations shall be effected so that~~after the Sublease Term Commencement Date, ~~whenever time periods are specified in the~~ and Sublandlord covenants with Subtenant to use reasonable best efforts to cause Prime ~~Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior~~ Landlord to ~~such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease,~~ fully and faithfully perform all of ~~the terms~~ Prime Landlord's obligations, covenants and conditions ~~contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in~~ under the Prime Lease to ~~"Landlord" being deemed to refer to Sublessor~~ be paid, performed and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever observed with respect to the Subleased Premises from and after the Sublease Term Commencement Date. Sublandlord agrees to promptly provide Subtenant with a copy of any default notice received by Sublandlord from Prime Landlord. If the Prime Lease gives Sublandlord any right to terminate the Prime Lease in the event of the partial or total damage, destruction, or condemnation of the Subleased Premises or ~~to perform any obligation~~ the building or ~~satisfy any condition under~~ project of which the ~~Prime Lease~~Subleased Premises are a part, ~~Sublessee expressly acknowledges that notwithstanding anything to~~ the ~~contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance~~ exercise of such ~~obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action~~ right by Sublandlord shall not constitute a default or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessorbreach hereunder.

Appears in 1 contract

Sources: Sublease (Parkervision Inc)

Prime Lease. ~~Sublessor~~ A. Landlord represents and warrants to Tenant that ~~a true and complete~~ (i) the redacted copy ~~-----------~~ of the Prime ~~Lease, as amended, supplemented and modified, is~~ Lease attached hereto as Exhibit A E is a true, accurate and ~~Sublessee acknowledges receipt thereof. Sublessor represents and warrants that~~ complete copy of the Prime Lease is as redacted, (ii) to the actual knowledge of Landlord the Prime Lease is, as of the date hereof, in full force and ~~effect~~ effect, and ~~Sublessor~~ (iii) Landlord has ~~no knowledge~~ neither given nor received a notice of default pursuant to the Prime Lease that remains uncured nor is Landlord aware, as of the date of this Sublease, of any ~~defaults~~ event which with the giving of notice or the passage of time, or both, might constitute an event of default under the Prime Lease. ~~This Sublease is subject and subordinate~~ Landlord covenants not to amend or modify the Prime ~~Lease, all~~ Lease in any manner that adversely affects or diminishes the rights and benefits of Tenant under this Sublease. B. Landlord covenants and agrees with Tenant as follows: (i) provided Tenant shall timely pay Tenant’s Rent and Additional Sublease Rent as and when due under this Sublease and perform and comply with the terms and ~~conditions thereof and the performance by Prime Lessor~~ obligations of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, ~~then this Sublease~~ Landlord shall ~~terminate coincidentally therewith without any liability of Sublessor~~ pay, as and when due, all Base Rent, Additional Rent, and other charges payable by Landlord to ~~Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the~~ Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant Landlord under the Prime Lease, ~~to the extent that such terms~~ and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under Landlord shall not voluntarily terminate the Prime Lease with respect to the ~~Subleased~~ Premises ~~only. Sublessee's performance~~ (other than pursuant to any termination right arising as a result of a casualty or taking); and ~~observance~~ (ii) Landlord shall timely perform those of ~~all such~~ its covenants and obligations ~~shall be effected so that, whenever time periods are specified in~~ under the Prime Lease which do not require for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all their performance possession of the ~~terms~~ Premises and ~~conditions contained~~ which are not otherwise to be performed hereunder by Tenant on behalf of Landlord, including, by way of example only and not in limitation hereof, maintaining in full force and effect all insurance required of Landlord under the Prime Lease. C. Tenant will have the right to place one reasonably sized item of Communication Equipment on the roof of the Building in compliance with Section 25.20 of the Prime Lease, ~~except for~~ subject to Prime Landlord’s consent. D. Tenant will be permitted to use the ~~provisions~~ health center in accordance with Section 25.23 of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.

Appears in 1 contract

Sources: Sublease (Celladon Corp)

Prime Lease. ~~Sublessor represents~~ (a) Subtenant acknowledges that ~~a true and complete copy ----------- of~~ Subtenant's rights to the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is Demised Premises are subject to and subordinate to the Prime Lease and those various covenants, conditions and restrictions, easements and other matters of record affecting the Prime Lease, ~~all~~ Demised Premises and other parts of the ~~terms and conditions thereof~~ Shopping Center as fisted (b) Except as expressly provided herein, if Subtenant desires to take any action, and the ~~performance by~~ Prime ~~Lessor~~ Lease would require that Sublandlord obtain Prime Landlord's consent before undertaking any such action, Subtenant shall not undertake the same without Prime Landlord's prior written consent, provided, that upon Subtenant's request, Sublandlord shall diligently and promptly use its reasonable efforts to obtain Prime Landlord's consent to any such action. (c) Sublandlord shall pay each installment of ~~all~~ minimum rental and any other sum when the same is due and payable under the terms of ~~its obligations thereunder,~~ the Prime Lease and will duly observe and perform every term and condition of the Prime Lease to the extent ~~approved by Sublessee, which approval will~~ that such term and condition is not ~~be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained~~ provided in this Sublease to be observed or performed by Subtenant, except to the extent that any failure to so pay or to observe or perform shall have resulted, directly or indirectly, from any default by Subtenant hereunder (including, without limitation, the ~~same meanings~~ failure of Subtenant to pay any amount of the Minimum Monthly Rent or Additional Rent due hereunder). Sublandlord shall provide Subtenant with a copy of any notice given to Sublandlord by Prime Landlord under the Prime Lease, such notice to be delivered within two (2) business days after Sublandlord's receipt of such notice. Sublandlord will also give Subtenant a copy of any notice given by Sublandlord to Prime Landlord under the Prime Lease concurrently with the delivery of such notice to Prime Landlord. (d) At any time and ~~definitions ascribed~~ from time to ~~them~~ time, Subtenant may, but shall not be oblige to, make any payment or take any action necessary to cure a default by Sublandlord under the Lease provided Subtenant has notified Sublandlord in writing that Subtenant elects to cure default and within two (2) days after Sublandlord's receipt of such notice, with respect to a monetary default, and ten (10) days after Sublandlord's receipt of such notice, with respect to all other defaults, Sublandlord has not either cured such default or provided evidence reasonably acceptable to subtenant that such default will be cured before the expiration of the applicable cure period. In the event Subtenant elects to cure such default as permitted (e) Subtenant acknowledges that (i) except as expressly provided in this Sublease, Sublandlord (x) does not assume and shall not have any of the obligations or liabilities of the Prime Landlord under the Prime Lease and (y) is not making the representations or warranties, if any, made by the Prime Landlord in the Prime Lease, ~~unless any such term is expressly defined in~~ and (ii) Sublandlord's ability to satisfy certain of its duties and obligations under this Sublease or are conditioned upon the ~~context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition~~ full and timely performance of the Prime ~~Lease. In the event of the termination of the Sublessor~~Landlord's ~~interest as Sublessee~~ obligations under the Prime Lease ~~for~~ and Sublandlord is unwilling to accept any ~~reason other than~~ liability whatsoever to Subtenant or any diminution in its rights under this Sublease as a ~~default by Sublessor~~ consequence of Prime Landlord's failure to perform under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, except to the extent ~~that such terms and conditions are applicable to~~ Sublandlord's failure inhibits or prohibits the ~~Subleased Premises~~performance of Subtenant's obligations or rights hereunder. Notwithstanding the foregoing, ~~including without limitation thereto payment (~~if Prime Landlord defaults on the performance or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of ~~its~~ Prime Landlord's obligations under the Prime Lease, ~~Sublessee~~ Sublandlord shall, at Sublandlord's election, (a) make demand of Prime Landlord to obtain performance of Prime Landlord's obligations (which performance shall be ~~entitled~~ at Sublandlord's reasonable cost and expense), and if requested in writing by Subtenant, commence and prosecute legal proceedings (also at Sublandlord's cost and expense) in the name of Sublandlord or otherwise against Prime Landlord with counsel reasonably satisfactory to Subtenant and/or (b) assign to Subtenant all of Sublandlord's rights and ~~remedies against Prime Lessor which Sublessor would otherwise be entitled to~~ benefits under the Prime Lease ~~as a result~~ which are assignable under the Prime Lease or otherwise to enforce, at Subtenants reasonable cost and expense (subject however to reimbursement if Sublandlord is entitled to and obtains reimbursement therefor from Prime Landlord under the terms of the Prime Lease), the obligations of Prime Landlord under the Prime Lease to the extent necessary to cause Prime Landlord to cure such default~~; subject~~. Notwithstanding clause (b) of the immediately preceding sentence, ~~however~~Subtenant shall not have the right to terminate the Prime Lease. Sublandlord and Subtenant agree to discuss such enforcement proceedings with one another, in good faith, but such proceeding shall be approved by Sublandlord, which approval shall not be unreasonably withheld, conditioned or delayed. Any amount of recovery obtained by Subtenant, if Subtenant enforces Sublandlord's rights under clause (b) of the first sentence of this subparagraph (e), shall be the property of Subtenant to the ~~following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements~~ extent that such recovery pertains solely to the ~~Subleased~~ Demised Premises. (f) Sublandlord shall not modify the Prime Lease or consent to the modification or creation of any Permitted Exception in any respect which adversely affects Subtenant, this Sublease or the Demised Premises, ~~to furnish any services to the Leased Premises, to repair~~ or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under surrender the Prime Lease, ~~Sublessee expressly acknowledges~~ without the prior written consent of Subtenant, which consent may be granted or withheld in Subtenant's reasonable discretion, and any such modification or surrender made without such consent shall be null and void and shall have no effect on the rights of Subtenant under this Sublease. Sublandlord agrees that ~~notwithstanding anything~~ if pursuant to the ~~contrary provided in this Paragraph 5~~terms of the Prime Lease or otherwise, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee Sublandlord shall have the right to ~~take~~ cancel or terminate the Prime Lease, then Sublandlord shall only exercise such ~~action~~ rights in ~~Sublessee's own name and for that purpose~~ accordance with, and only in accordance with, the written direction of Subtenant. (g) Subtenant hereby assumes and agrees to ~~such extent~~perform for the benefit of Sublandlord and Prime Landlord, ~~Sublessor's rights~~ each and every present and future obligation and duty of Sublandlord under the Prime Lease ~~shall be~~ and ~~hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights~~ the Permitted Exceptions, as amended with respect to the ~~extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor~~ Demised Premises in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.accordance with subparagraph 2.2

Appears in 1 contract

Sources: Sublease (Gi Joes Inc)

Prime Lease. ~~Sublessor represents~~ (a) All of the provisions of the Prime Lease are incorporated herein by reference with the exception of the Base Rent schedule, security deposit, early entry rights, terms regarding any allowances or tenant improvements, any term renewal options or rights of first refusal, and any rights to assign or sublease. (b) Sublessee acknowledges and agrees that ~~a true~~ it shall be obligated to comply with the provisions of the Prime Lease insofar as such provisions are applicable to the Subleased Premises and ~~complete copy -----------~~ that this Sublease shall be subordinate to the terms and conditions of the Prime Lease~~, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof~~. Sublessor ~~represents~~ shall be entitled to exercise all rights and ~~warrants that~~ remedies of Prime Landlord as set forth under the Prime Lease ~~is in full force and effect and Sublessor has no knowledge of any defaults~~ upon a default by Sublessee under this Sublease and/or under the ~~Prime Lease. This Sublease is subject and subordinate to~~ provisions of the Prime ~~Lease, all of the~~ Lease incorporated herein. (c) All capitalized terms ~~and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will~~ not ~~be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained~~ otherwise defined in this Sublease shall have the ~~same~~ meanings ~~and definitions ascribed to them~~ set forth in the Prime Lease~~, unless~~ . (d) If Sublessee defaults in the payment of any ~~such term is expressly defined in~~ rent under this Sublease including, without limitation, Basic Rent and any other Additional Rent hereunder, or ~~the context requires otherwise. Sublessee shall not commit~~ otherwise defaults in its obligations hereunder or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to and if applicable, after the ~~extent that such terms~~ giving of notice and ~~conditions are applicable to~~ the ~~Subleased Premises, including without limitation thereto payment (or~~ expiration of the cure period provided in ~~the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment~~Section 15(g) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to then Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to ~~take such action~~ exercise against Sublessee all remedies as are available to Prime Landlord in ~~Sublessee's own name and for that purpose and only~~ the Prime Lease as if Sublessor, as the tenant, had defaulted thereunder. (e) Sublessor agrees to ~~such extent,~~ make rental payments required under the Prime Lease on a timely basis so as not to cause a default to occur under the Prime Lease. Sublessee shall not do or cause to be done or suffer or permit to be done any act or thing which would constitute a default under the Prime Lease or which would cause the Prime Lease or any of Sublessor's rights under the Prime Lease to be cancelled, terminated, forfeited or prejudiced or which would render Sublessor liable for any liabilities, damages, losses, fines, claims, penalties, costs, expenses or other amounts under the Prime Lease. Sublessor shall not do or cause to be ~~and hereby are conferred upon and assigned~~ done or suffer or permit to be done any act or thing which would constitute a default under the Prime Lease or which would cause the Prime Lease to be cancelled, terminated, forfeited or prejudiced except as provided in the Prime Lease with respect to a Casualty or a Taking or would cause the Prime Lease to be amended in a manner which negatively affects Sublessee. ’s rights or materially increases Sublessee’s obligations under this Sublease or which would render Sublessee liable for any liabilities, damages, losses, fines, claims, penalties, costs or expenses under the Prime Lease (f) Sublessee shall tender performance of its obligations to Sublessor. (g) Although the terms, conditions, covenants and agreements of the Prime Lease are incorporated as terms and agreements of this Sublease, Sublessor shall not be ~~subrogated~~ liable to ~~such rights~~ Sublessee for performance or non-performance of obligations of Sublessor under this Sublease which are also the obligations of Prime Landlord under the Prime Lease (the “ Prime Landlord's Obligations”). At Sublessee’s request, Sublessor shall enforce the Prime Landlord’s obligations under the Prime Lease to the extent ~~that the same shall apply~~ applicable to the Subleased ~~Premises. If~~ Premises or assign to Sublessee the right to do so, if permissible under the Prime Lease. (h) Sublessee shall have no right, title or interest in any ~~such~~ right, claim or cause of action that Sublessor may have against Prime ~~Lessor in Sublessee's name shall be barred~~ Landlord by reason of ~~lack~~ Prime Landlord’s default under or breach of ~~privity, nonassignability~~ the Prime Lease or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of Sublessor’s rights under the Prime Lease, including without limitation, any ~~such action~~rights pursuant to Section 4.6 (Books and Records) of the Original Prime Lease. (i) Sublessor agrees that it will not (i) amend or modify the Prime Lease without the prior written consent of Sublessee, which consent shall not be unreasonably withheld, conditioned or delayed so long as the amendment or modification does not diminish the rights and ~~that copies~~ privileges of ~~all papers~~Sublessee under this Sublease (including without limitation those provisions of this Sublease which are incorporated by reference from the Prime Lease) or impose greater duties and obligations on Sublessee under this Sublease, or (ii) agree to a termination of the Prime Lease unless, in connection therewith, Prime Landlord accepts this Sublease as a direct lease between Prime Landlord and ~~notices~~ Sublessee or unless the termination is pursuant to Sections 11 or 13 of ~~all proceedings, shall be given to Sublessor~~the Prime Lease.

Appears in 1 contract

Sources: Sublease Agreement (Lion Biotechnologies, Inc.)

Prime Lease. ~~Sublessor represents that a~~ A true ~~and complete~~ copy ~~-----------~~ of the Prime ~~Lease, as amended, supplemented and modified,~~ Lease (with certain financial provisions deleted for reasons of confidentiality) is attached hereto as Exhibit A B. Where not expressly inconsistent with the terms hereof and ~~Sublessee acknowledges receipt thereof. Sublessor represents and warrants that~~ except as otherwise stated herein to the ~~Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This~~ contrary, this Sublease is shall be subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime ~~Lease, except for~~ Lease as said terms and conditions affect the ~~provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3~~Subleased Premises, and ~~7.4 are incorporated herein as~~ all of the terms and conditions of the Prime Lease, except as otherwise set forth herein, are hereby incorporated into this Sublease (and shall be binding upon Subtenant with ~~each reference~~ respect to the Subleased Premises to the same extent as if Subtenant were named as tenant and Sublandlord as landlord under the Prime Lease. For purposes of this Sublease, references in the Prime Lease to the ["~~Landlord" being deemed to refer to Sublessor~~ term"] shall mean the Term of this Sublease and ~~Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference~~ references to the ~~Premises being deemed to refer to~~ ["premises"] in the Prime Lease shall mean the Subleased Premises~~); and all such provisions along with all~~ . [Except as otherwise provided herein, when any fraction, factor or formula, which is based on the number of square feet leased, is expressed in the Prime Lease, it will be adjusted by substituting the number of square feet of the ~~provisions specifically set forth~~ Subleased Premises for the number of square feet of the [Premises] leased in ~~this Sublease~~the Prime Lease.] Each party agrees that it shall not do or omit to do anything which would result in a default under the Prime Lease, ~~shall be~~ and each party agrees to indemnify and hold the ~~complete terms~~ other harmless from and ~~conditions of this Sublease. If Prime Lessor shall be in default~~ against all claims, demands or liabilities resulting from such party s breach, violation or nonperformance of any of its obligations under the Prime Lease, ~~Sublessee~~ as incorporated herein. With the exceptions set forth herein, Subtenant shall be entitled to all of the rights and ~~remedies against Prime Lessor which Sublessor would otherwise be entitled to~~ privileges of the Sublandlord as tenant under the terms of the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. ~~If any such action against~~ The following provisions of the Prime ~~Lessor in Sublessee's name~~ Lease shall not be ~~barred by reason~~ incorporated into this Sublease: Sections: 1.01 Demised Premises, 1.02 Temporary Premises, 2.01 Term, 2.02 Options to renew the Term of ~~lack~~ this Lease, 2.03 Vacation, 2.04 Acknowledgment of ~~privity~~Term, ~~nonassignability~~ 3.01 Base Annual Rent, 3.02 Base Annual Rent Adjustments, 3.03 Sixth Floor Premises Rent, 4.01 Definition of Taxes, 4.02 Tenant s Proportionate Share of Taxes, 4.03 Payment of Taxes, 4.04 Tax Refund, 4.05 Additional Taxes, 5.01 Definition of Common Area Expenses, 5.02 Tenant s Proportionate Share of Common Area Expenses, 5.03 Payment of Common Area Expenses, 5.04 Tenant s Audit, 6.01 Financial Statements, 7.04 Landlords Contribution For Tenants Work, 7.06 Pre Commencement Date Work, 8.02 The Option Period Alterations Allowance, 9.02 Restriction On Competitor Signage, 10.01 Assignment and Subletting, 10.02 Sublease Assignment and Subtenant Subleases, 14.02 Valet or ~~otherwise~~Other Parking, ~~Sublessor shall permit Sublessee~~ 28.01 Brokerage Commission, 31.02 Notices, 31.04 Successors, 31.12 Covenant to ~~take such action in Sublessor's name~~Pay Rent; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such actionLate Charge, and ~~that copies of all papers, and notices of all proceedings, shall be given to Sublessor~~31.13 Satellite Dish.

Appears in 1 contract

Sources: Sublease (Bankrate Inc)

Prime Lease. ~~Sublessor represents~~ (a) Sublessee hereby acknowledges that is has reviewed a ~~true~~ copy of the Prime Lease a copy of which is attached hereto as Exhibit “B” (which by this reference is made apart hereof), and ~~complete copy -----------~~ is fully familiar with the provisions thereof. During the Term, Sublessee shall perform, observe, comply with and be subject to, all of the terms, covenants, and conditions of the Prime Lease on the part of the “Tenant” therein named to be performed with respect to the Subleased Premises, and all of the terms, covenants and conditions of the Prime Lease and are hereby incorporated herein by reference with the same force and effect as if herein set forth in full except (a) to the extent that the same are expressly modified by the terms of this Agreement and (b) Sublessee shall have no right to terminate this Sublease under Exhibit F, Section 2 of the Prime Lease, no right to Sublessor’s right of first offer under Exhibit F, Section 3 of the Prime Lease and no right to extend this lease under Article 39 of the Prime Lease. Sublessee shall not do or permit anything to be done which would result in a default under or cause the Prime Lease to be terminated or forfeited. Wherever the terms “Tenant,” “this Lease” and “Premises” occur in the Prime Lease, the same shall be deemed to refer to Sublessee, this Agreement and the Subleased Premises, respectively, herein). (b) With respect to the Subleased Premises, Sublessee shall be entitled to exercise and to receive from Landlord the same rights as ~~amended~~Sublessor is entitled, ~~supplemented~~ as such tenant, under the Prime Lease; provided, however, in no event shall Sublessee ever be entitled to (i) modify or terminate the Prime Lease; (ii) exercise any rights under the Prime Lease which would or could in any way increase Sublessor’s obligations or liability, or decrease Sublessor’s rights, under the Prime Lease, without first obtaining Sublessor’s written consent (which may be given or withheld in Sublessor’s sole discretion); (iii) receive any abatement or allowance (regardless of whether or not the same are received or paid under the Prime Lease); and/or (iv) receive any reimbursements, credits or payments by Landlord under the Prime Lease which are not exclusively attributable to actual payments made by Sublessee during Sublessee’s period of occupancy during the Term (including, without limitation, the Security Deposit). To the extent Landlord fails or refuses to perform its obligations under the Prime Lease, or Landlord breaches or has breached any of its representations, warranties or covenants under the Prime Lease or Sublessor breaches or has breached any of it representations, warranties or covenants under the Sublease, Sublessor shall not be obligated to perform such obligations and ~~modified~~shall not be liable or responsible for such breaches. (c) Notwithstanding anything contained in this Agreement to the contrary, ~~is attached hereto~~ if there exists a breach by Sublessor of any of its obligations under this Agreement, caused directly by Landlord under its obligations of the Prime Lease, then, and in any such event, Sublessee’s sole remedy against Sublessor shall be the right to pursue a claim in the name of Sublessor against Landlord (provided Sublessee has first obtained Sublessor’s written consent, which consent shall not be unreasonably withheld or delayed, and has also provided Sublessor with written notice and 30 days to cure such default), and Sublessor agrees that it will cooperate with Sublessee in the pursuit of such claim provided, however, that (i) such claim shall be prosecuted at Sublessee’s sole cost and expense (and without cost or expense to Sublessor); (ii) Sublessee shall indemnify and hold harmless Sublessor from any and all costs, expenses, claims, and liabilities (including, without limitation, reasonable attorney’s fees) which may arise out of or relate to such claim; (iii) Sublessee shall not have any claim against Sublessor by reason of the Landlord’s failure or refusal to comply with any of the covenants, terms and obligations of the Sublease or Prime Lease; (iv) this Sublease shall remain in full force and effect during the Term (subject to the provisions hereof) as ~~Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that~~ long as the Prime Lease is in full force and ~~effect and~~ effect, notwithstanding the Sublessor ~~has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate~~ or Landlord’s failure or refusal to ~~the Prime Lease~~comply with such covenants, ~~all of the~~ terms and ~~conditions thereof and the performance by Prime Lessor of all of its~~ obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. ; and (v) Sublessee shall pay all Basic Rent and Additional Rent provided for herein without notice, demand abatement, reduction or setoff whatsoever. (d) In ~~the event~~ all provisions of the ~~termination~~ Prime Lease or this Agreement requiring the approval or consent of the “Landlord” or “Sublessor,” Sublessee shall be required to obtain the approval or consent of the Landlord, Sublessor; in all provisions of the Prime Lease or Sublease requiring that notice be given to the “Landlord” or “Sublessor,” Sublessee shall be required to give notice to the Landlord and Sublessor; and in all provisions of the Prime Lease or Sublease requiring “Tenant” to pay the costs and expenses of the “Landlord” or “Sublessor,” Sublessee shall be required to pay the costs and expenses of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. ~~Sublessee shall only have such rights with~~ With respect to the ~~Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as~~ time limits provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for ~~Sublessor's compliance~~ the giving of notice, making demands, performance of any act, condition or covenants, or the exercise of any right, remedy or option, are changed for the purpose of this Agreement, by lengthening or shortening the same in each instance by three (3) days, as ~~Tenant thereunder~~appropriate, ~~Sublessee shall have~~ so ~~complied on~~ that notices may be given, demands made, or ~~prior to such date~~any act, ~~unless otherwise specifically provided herein. Except~~ condition or covenants performed, or any right, remedy or option exercised, by Landlord, Sublessor or Sublessee, as ~~otherwise provided in this Sublease, all of~~ the ~~terms~~ case may be and ~~conditions~~ each party covenants that it will do so within the time limit relating thereto contained in the Prime ~~Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime~~ Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this or Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.

Appears in 1 contract

Sources: Sublease Agreement (Taleo Corp)

Prime Lease. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime This Lease ~~is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease~~ is subject and subordinate to the Prime Lease. Prime Landlord is not a party to this Lease and its consent to or approval of this Lease shall not bind it to these terms and conditions. Prime Landlord is not personally liable hereunder. Prime Landlord does however have the rights on its part expressly provided for herein, ~~all~~ if any, and Prime Landlord is an intended third party beneficiary with respect thereto. Tenant shall not cause, permit, nor suffer to occur any act or failure to act that violates or is in conflict with any of the ~~terms and conditions thereof and the performance by Prime Lessor~~ provisions of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, ~~unless any such term is expressly defined in this Sublease~~ or causes the ~~context requires otherwise~~Prime Lease to be defaulted or forfeited. ~~Sublessee~~ Landlord shall not ~~commit~~ cause, permit, or ~~permit~~ suffer to ~~be committed on the Subleased Premises~~ occur any act or ~~omission which~~ failure to act that violates or is in conflict with any ~~term or condition~~ of the provisions of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach , or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in causes the Prime Lease to "be defaulted or forfeited. It is expressly understood and agreed by Tenant that Landlord~~" being deemed~~ , its shareholders, directors, officers, employees and agents are not liable to ~~refer~~ Tenant for any damages arising out of or pertaining to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all any breach of the ~~provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If~~ Prime ~~Lessor shall be in default of~~ Lease by Prime Landlord (including Prime Landlord’s failure to perform any of its obligations under the Prime Lease recited in this Lease). Tenant shall also indemnify, ~~Sublessee~~ and hold Landlord, its shareholders, directors, officers, employees and agents harmless from and defend Landlord against any and all claims or liability arising out of or pertaining to a breach of the Prime Lease by Landlord caused by or resulting from a breach of this Lease by Tenant. Landlord shall ~~be entitled~~ indemnify, and hold Tenant, its shareholders, directors, officers, employees and agents harmless from and defend Tenant against any and all claims or liability arising out of or pertaining to ~~all rights and remedies against~~ a breach of the Prime ~~Lessor which Sublessor would otherwise be entitled~~ Lease by Landlord that is not caused by or resulting from a breach of this Lease by Tenant. If Landlord is required to pay to Prime Landlord any additional charges under the Prime Lease as a result of special or extra services furnished to, requests made by, or acts or omissions of Tenant or Tenant’s agents, employees, contractors, principals, invitees and/or licensees, Tenant shall promptly pay to Landlord the amount(s) required to satisfy such ~~default; subject~~charges so Landlord may transmit the same to Prime Landlord. At any time, ~~however~~Landlord may, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild by providing Tenant with written notice of the same, elect to ~~insure the Subleased Premises,~~ require Tenant to perform its obligations hereunder directly to Prime Landlord, and Tenant shall do so upon Landlord’s election, in which case, Tenant shall send to Landlord, upon delivery or receipt (as the case may be), copies of all notices and other communications it thereafter sends to or receives from Prime Landlord. This Lease and the obligations of the parties hereunder are expressly conditioned upon Landlord obtaining the prior written consent hereto by Prime Landlord. Tenant shall promptly deliver to Landlord any ~~other act whatsoever~~ information reasonably requested by Prime Landlord (in connection with Prime Landlord’s approval of this Lease) with respect to the ~~Premises~~ nature and operation of Tenant’s business and/or the financial condition of Tenant, or ~~the Subleased Premises or to perform any obligation or satisfy any condition~~ as may otherwise be required under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If Prime Landlord fails to consent to this Lease within thirty (30) days after ~~receipt~~ the execution and delivery of ~~written request from Sublessee~~this Lease in form reasonably acceptable to Tenant, ~~Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee~~ Tenant shall have the right to ~~take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime~~ terminate this Lease ~~shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights~~ by giving written notice thereof to the ~~extent that~~ Landlord at any time thereafter, but before Prime Landlord grants such consent, and within 5 days following such termination, Landlord shall return any Security Deposit and prepaid rent to Tenant. If Prime Landlord fails to consent to this Lease within forty five (45) days after the ~~same~~ execution and delivery of this Lease in form reasonably acceptable to Landlord, Landlord shall ~~apply~~ have the right to terminate this Lease by giving written notice thereof to the ~~Subleased Premises~~Tenant at any time thereafter, but before Prime Landlord grants such consent, and within 5 days following such termination, Landlord shall return any Security Deposit and prepaid rent to Tenant. If No failure or refusal of Prime Landlord to so consent to this Lease as aforesaid shall subject Landlord to any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, ~~expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given~~ except for Landlord’s failure to ~~Sublessor~~use good faith efforts to obtain Prime Landlord’s consent.

Appears in 1 contract

Sources: Office Sublease (Ooma Inc)

Prime Lease. ~~Sublessor represents that a true~~ (a) All the rights and ~~complete copy -----------~~ obligations of Sublandlord contained in the Prime Lease as they relate to the Sublet Premises are hereby conferred and imposed upon Subtenant, except as expressly modified and amended by this Sublease. Subtenant hereby assumes all of the obligations of Sublandlord under the Prime Lease as they relate to the Sublet Premises (except for payment of the Rent under the Prime Lease) first arising on or after the Commencement Date as though it were the original lessee of the Sublet Premises and covenants and agrees fully and faithfully to perform the terms and conditions of the Prime Lease and the Sublease as they relate to the Sublet Premises on its part to be performed, including, but not limited to, all indemnity, maintenance, repair and compliance with law obligations. Subtenant shall not do or cause to be done or suffer or permit any act to be done which would or might cause the Prime Lease, or the rights of Sublandlord as ~~amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that~~ tenant under the Prime ~~Lease is~~ Lease, to be endangered, canceled, terminated, forfeited or surrendered, or which would or might cause Sublandlord to be in default thereunder or liable for any damage, claim or penalty. For so long as this Sublease shall remain in full force and effect and ~~Sublessor has no knowledge~~ Subtenant is not in default hereunder beyond the expiration of any ~~defaults~~ applicable notice and cure periods, Sublandlord shall not cause any Event of Default or agree to terminate the Prime Lease prior to the expiration thereof. 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 Prime 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 Prime Lease, then the provisions of the Prime Lease shall prevail. All indemnities, rights and remedies given to the Prime Landlord in the Prime Lease are hereby given to Sublandlord under this Sublease. (b) If any event occurs which would permit Sublandlord to terminate the Prime Lease, Subtenant shall notify Sublandlord of such occurrence and of its recommendations immediately with regard to such termination rights. Subtenant shall decide in its sole discretion whether or not Sublandlord may terminate the Prime Lease. ~~This Sublease is subject and subordinate to~~ If the Prime ~~Lease~~Lease is terminated, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed terminate on the ~~Subleased Premises any act or omission which violates any term or condition~~ earlier of the date of termination of the Prime Lease~~. In~~ . (c) Sublandlord shall have no duty to perform any obligations of or provide any services to be provided by the ~~event~~ Prime Landlord and shall under no circumstances be responsible or liable to Subtenant for any default, failure or delay on the part of the ~~termination of the Sublessor's interest as Sublessee under the~~ Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or Landlord in the ~~case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's~~ performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any ~~of its~~ obligations under the Prime Lease, ~~Sublessee~~ nor shall ~~be entitled~~ such default of the Prime Landlord affect this Subtenant's obligations hereunder; provided, that in the event of any such default or failure of performance by Prime Landlord, Sublandlord agrees, upon notice from Subtenant, to ~~all rights and remedies against~~ make commercially reasonable demand upon Prime ~~Lessor which Sublessor would otherwise be entitled~~ Landlord to perform its obligations under the Prime Lease and to otherwise cooperate reasonably with Subtenant as ~~a result of such default; subject~~Subtenant may reasonably request and at Subtenant’s sole cost and expense, ~~however, to~~ in enforcing the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under remedies provided in the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.

Appears in 1 contract

Sources: Sublease Agreement (Nabriva Therapeutics PLC)

Prime Lease. ~~Sublessor represents that a true~~ a. Except for the provisions, exceptions, and ~~complete copy -----------~~ conditions set forth herein, all covenants, terms and conditions of the Prime ~~Lease, as amended, supplemented and modified, is attached hereto as Exhibit A~~ Lease shall be binding upon Sublessor and Sublessee ~~acknowledges receipt thereof~~and their successors and assigns in their respective capacities. Except as otherwise provided herein, it is the intent of the parties that such terms and conditions binding Landlord in the Prime Lease shall bind Sublessor herein, and those binding Tenant in the Prime Lease shall bind Sublessee herein. Sublessor represents and warrants that a true, correct, and complete copy of the Prime Lease is ~~in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease~~attached hereto as Exhibit "B". ~~This Sublease is subject and subordinate to the Prime Lease, all of the~~ Capitalized terms ~~and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will~~ not ~~be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained~~ otherwise defined in this Sublease shall have the ~~same meanings and definitions ascribed~~ meaning assigned to them in the Prime Lease. b. Sublessor covenants and agrees that Sublessor will duly and faithfully perform each of its obligations, ~~unless~~ duties and liabilities under the Prime Lease. Sublessor hereby covenants and agrees it will deliver to Sublessee, within forty-eight (48) hours after its receipt thereof, copies of any ~~such term is expressly defined in~~ and all notices or other correspondence received by Sublessor from Landlord that might affect Sublessee's rights under this Sublease or ~~the context requires otherwise. Sublessee shall not commit or permit to be committed on~~ its occupancy and use of the Subleased Premises in any ~~act or omission which violates~~ manner, including, but not limited, to any ~~term or condition~~ changes to the terms and conditions of the Prime Lease~~. In~~ . c. Sublessee covenants and agrees that it will not do anything which would breach the ~~event~~ terms of ~~the termination of the Sublessor's interest as Sublessee under~~ the Prime Lease ~~for~~ or cause Sublessor to be in default thereunder. Sublessee covenants and 2 agrees to deliver to Sublessor, within forty-eight (48) hours after Sublessee's receipt thereof, copies of any ~~reason~~ and all notices or other ~~than a default~~ correspondence received by Sublessee from Landlord that might affect Sublessor in any manner. d. Sublessee shall be entitled to the use and benefit of all of the services and amenities applicable to the Subleased Premises that Landlord is obligated to provide to Sublessor under the Prime ~~Lease which occurs for~~ Lease. If at any ~~reason other than a breach or a default by Sublessee under this Sublease, then~~ time during the term of this Sublease ~~shall terminate coincidentally therewith without~~ Sublessor becomes entitled to any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all reduction or abatement of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes rentals due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall ~~have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights~~ receive a corresponding reduction or abatement of its rental obligations under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessorthis Sublease.

Appears in 1 contract

Sources: Sublease Agreement (Bindview Development Corp)

Prime Lease. ~~Sublessor represents~~ Tenant acknowledges that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime this Lease ~~is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease~~ is subject and subordinate to the Prime Lease; provided, however, that Landlord shall deliver to Tenant a Consent, Estoppel and Non-Disturbance Agreement in a form reasonably acceptable to Tenant (the “Prime Landlord Non-Disturbance Agreement”) executed by Landlord and the Prime Landlord on or before the Delivery Date. If Landlord shall not have obtained the Prime Landlord Non-Disturbance Agreement on or before the Delivery Date, then at any time thereafter, but prior to Landlord having obtained the Prime Landlord Non-Disturbance Agreement, Tenant shall have the right to terminate this Lease by giving Landlord written notice thereof. Landlord represents and warrants to Tenant that: (a) The Prime Lease is in full force and effect, and that no default exists (nor is there any fact or condition which with notice or lapse of time may become a default) thereunder, and that all Rent payments under the Prime Lease are current; (b) Landlord shall not amend, modify or terminate the Prime Lease, or fail to exercise any option or right thereunder, or grant its consent where required thereunder, to the extent that same would adversely affect Tenant’s rights and entitlements under this Lease or its use or enjoyment of the Premises, without Tenant’s prior written consent; (c) Landlord shall not violate or breach any of the material terms, covenants or agreements on its part to be performed under the Prime Lease that would adversely affect Tenant’s rights under this Lease or Tenant’s business or operations on the Premises; (d) Landlord shall promptly, upon written request of Tenant, use its reasonable efforts to enforce the full compliance by the Prime Landlord of its obligations under the Prime Lease to the extent that same affects Tenant’s use and enjoyment of the Premises; (e) Should Landlord purchase the Premises, then this Lease shall continue as a direct lease between Landlord and Tenant on the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this ~~Sublease~~ Lease; and (f) Landlord shall ~~have the same meanings~~ indemnify, protect, defend and ~~definitions ascribed to them in the Prime Lease~~hold Tenant and its agents, ~~unless~~ employees and directors harmless from and against any ~~such term is expressly defined in this Sublease~~ and all damages, suits, loss, costs, expenses, claims, causes of action, liabilities, including, without limitation, reasonable attorneys’ fees actually incurred and costs and litigation expenses relating or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the resulting from (i) termination of ~~the Sublessor's interest as Sublessee under~~ the Prime Lease for any reason other than a Tenant’s default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment thereunder (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all damages, suits, loss, costs, expenses, claims, causes of action, liabilities and attorneys’ fees actually incurred by Tenant in connection with any such ~~provisions along with all of the provisions specifically set forth in this Sublease~~termination), ~~shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default~~ or (ii) breach by Landlord of any of its obligations under the Prime Lease. Landlord shall, ~~Sublessee~~ at its own expense, defend all actions brought against Tenant, its agents or employees, for which Landlord is responsible for indemnification hereunder, with legal counsel reasonably acceptable to Tenant and, if Landlord fails to do so, Tenant (at its option, but without being obligated to do so) may, at the expense of Landlord and upon notice to Landlord, defend such actions and Landlord shall ~~be entitled to~~ reimburse Tenant for all ~~rights~~ such costs and ~~remedies against Prime Lessor which Sublessor would otherwise be entitled to under~~ expenses. The provisions of this subparagraph shall survive the expiration or early termination of this Lease or the Prime Lease ~~as a result~~ and shall continue to remain an obligation of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action Landlord for the ~~enforcement~~ term of ~~Sublessor's rights against Prime Lessor with respect to the Leased Premises~~this Lease and all renewals and extensions thereof, ~~Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under~~ even if this Lease or the Prime Lease ~~shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to~~ is assigned, sublet, or the ~~extent that the same shall apply to the Subleased Premises. If~~ Premises is purchased or in any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessorway transferred.

Appears in 1 contract

Sources: Strategic Alliance Agreement (Nationsrent Inc)

Prime Lease. ~~Sublessor represents that a true~~ (a) This Sublease is subject and ~~complete copy ----------- of~~ subordinate to the Prime Lease~~, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof~~. Sublessor represents ~~and warrants~~ to Sublessee that the Prime Lease is in full force and effect and ~~Sublessor has~~ that, to the best of its knowledge, no ~~knowledge~~ default exists on the part of any ~~defaults~~ party to the Prime Lease. Sublessor shall pay to Overlandlord all rent due under the Prime Lease. ~~This Sublease is subject and subordinate to~~ Sublessee acknowledges that an expurgated copy of the Prime ~~Lease~~Lease is attached as Exhibit D. (b) The terms, ~~all~~ conditions and respective obligations of Sublessor and Sublessee to each other under this Sublease shall be the terms and conditions ~~thereof and the performance by Prime Lessor~~ of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for ~~the~~ (1) those provisions of ~~2.3~~the Prime Lease which may be inconsistent with this Sublease, ~~3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as~~ in which case the terms and conditions of this Sublease shall control, and (~~with each reference~~ 2) those provisions of the Prime Lease which are excluded from the expurgated version provided to Sublessee. Therefore, for the purpose of this Sublease, whenever in the Prime Lease ~~to "Landlord" being~~ the word Lessor is used, it shall be deemed to ~~refer to Sublessor~~ mean Sublessor, and whenever in the Prime ~~Lessor, with each reference to "Tenant" therein being~~ Lease the word Lessee is used it shall be deemed to ~~refer to Sublessee and with each reference to~~ mean Sublessee. Notwithstanding the ~~Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease~~foregoing, ~~shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to~~ all rights ~~and remedies against Prime Lessor which Sublessor would otherwise be entitled to~~ of Overlandlord under the Prime Lease ~~as a result of such default; subject, however,~~ with regard to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect access to the Premises or ~~the Subleased Premises~~ notice or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor consent with respect ~~to the Leased Premises,~~ thereof shall remain valid under this Sublease. (c) Sublessee shall ~~have the right to take such action in Sublessee's own name and for that purpose and only to such extent~~defend, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend indemnify and hold ~~Sublessor~~ harmless Sublessor, Overlandlord and their respective corporate affiliates, officers, directors, shareholders, agents, representatives, contractors and employees from and against all ~~liability, expense, loss or damage which Sublessor may incur or suffer by reason~~ claims of any ~~such action, and that copies~~ kind whatsoever arising out of ~~all papers, and notices of all proceedings, shall be given~~ or in connection with Sublessee's failure to ~~Sublessor~~comply with or perform Sublessee's assumed obligations pursuant to subsection 7(b). 8.

Appears in 1 contract

Sources: Sublease Agreement (Cdi Group Inc)

Prime Lease. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor (a) Landlord represents and warrants that the Prime ~~Lease~~ Lease, a true and complete copy of which is attached hereto as Exhibit E, is in full force and effect and ~~Sublessor has~~ that no ~~knowledge~~ default, breach, event of default or other non-performance by either Landlord or Prime Landlord under such Prime Lease exists as of the Effective Date. Furthermore, Landlord represents that the Prime Lease as described above is the complete and total Prime Lease and that no other modifications, amendments or significant documents related thereto exist in any ~~defaults~~ event. Landlord covenants that it will at all times in the future refrain from any act which may cause a breach, default or an event of default under the ~~Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the~~ terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. ~~In the event~~ Landlord agrees to immediately forward to Tenant, upon receipt thereof by Landlord, a copy of ~~the termination~~ each notice of ~~the Sublessor's interest~~ default received by Landlord in its capacity as ~~Sublessee~~ tenant under the Prime Lease. (b) Notwithstanding the terms and conditions of the Prime Lease, Landlord and Tenant acknowledge and agree that all of the terms, covenants, conditions, provisions, rights and obligations in this Sublease are the complete terms and conditions between Landlord and Tenant. The terms and conditions of the Prime Lease are specifically not incorporated in, nor made a part of this Sublease. If the Prime Lease shall be terminated for any reason other than a expiration of the term of the term of the Prime Lease during the Term of this Sublease, then and in that event this Sublease shall thereupon automatically terminate and Landlord shall have no liability to Tenant by reason thereof. If such termination shall have been effected because of the breach or default by ~~Sublessor~~ Landlord under the Prime Lease ~~which occurs for any reason other than a breach or a~~ not occasioned by default by ~~Sublessee under this Sublease~~Tenant, ~~then this Sublease~~ Tenant shall ~~terminate coincidentally therewith without any liability of Sublessor~~ be entitled to ~~Sublessee. Sublessee shall only have such~~ pursue whatever rights ~~with respect to the Leased Premises which Sublessor has pursuant to the~~ and remedies against Landlord and/or Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due Landlord under the Prime Lease and/or this Sublease that may be available to Landlord in connection with ~~respect~~ such termination. Prior to the ~~Subleased Premises only. Sublessee's performance and observance~~ end of ~~all such obligations shall be effected so that, whenever time periods are specified in~~ the Prime Lease ~~for Sublessor's compliance as Tenant thereunder~~term, ~~Sublessee shall have so complied on or prior to such date~~Landlord shall, ~~unless otherwise specifically provided herein. Except as otherwise provided in this Sublease~~at its option, ~~all~~ either extend the term of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease or convert this Sublease to ~~"Landlord" being deemed to refer to Sublessor and~~ a direct lease with the Prime ~~Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to~~ Landlord for the ~~Premises being deemed to refer to the Subleased Premises); and all such provisions along with all~~ remainder of the ~~provisions specifically set forth in this Sublease, shall be the complete terms and conditions~~ Term of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.

Appears in 1 contract

Sources: Sublease Agreement (Millennial Media Inc.)

Prime Lease. ~~Sublessor represents~~ (a) Subtenant acknowledges that the Subleased Premises are a ~~true and complete copy -----------~~ portion of the premises leased under the Prime Lease, ~~as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants~~ that Subtenant has received a copy of the Prime Lease and has read and is ~~in full force~~ familiar with the terms thereof and ~~effect and Sublessor has no knowledge of any defaults under the Prime Lease. This~~ that this Sublease is subject and subordinate to ~~the Prime Lease,~~ all of the ~~terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder~~terms, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms covenants and conditions contained in the Prime ~~Lease~~Lease and to the matters to which the Prime Lease is or shall be subordinate, ~~except for~~ as though fully and expressly set forth herein. Notwithstanding anything to the ~~provisions of 2.3~~contrary contained in this Sublease, ~~3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as~~ the terms and conditions of ~~this Sublease (with each reference in~~ the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall not be ~~the complete terms and conditions of~~ incorporated into this Sublease. If To the extent that any provision of this Sublease may conflict with or be inconsistent with any provision of the Prime ~~Lessor~~ Lease, the provisions of this Sublease shall govern. (b) Nothing contained in this Sublease shall be ~~in default~~ construed so as to create privity of estate or of contract between Subtenant and Prime Landlord. (c) Sublandlord covenants that it will perform all of Sublandlord's duties and obligations as tenant under the Prime Lease and agrees to indemnify and hold harmless Subtenant against and from all Losses, (including, but not limited to, the costs of legal proceedings and reasonable attorneys fees), which Subtenant may incur, pay or have asserted against it by reason of any ~~of its obligations~~ default by Sublandlord under the Prime Lease, ~~Sublessee~~ except for a default arising out of a default or breach of this Sublease by Subtenant. (d) Sublandlord shall ~~be entitled~~ give to Subtenant a copy of each notice or demand received from Prime Landlord relating to the Subleased Premises (other than notices or demands for the payment of money), and Subtenant shall give to Sublandlord a copy of each notice or demand received from Prime Landlord relating to the Subleased Premises. (e) Subtenant agrees to indemnify and hold harmless Sublandlord against and from all ~~rights~~ Losses, (including, but not limited to, the costs of legal proceedings and ~~remedies~~ reasonable attorneys fees), which Sublandlord may incur, pay or have asserted against it by the Prime ~~Lessor which Sublessor would otherwise be entitled to~~ Landlord under the Prime Lease ~~as a result~~ by reason of ~~such default; subject~~any default by Subtenant under this Sublease. (f) Sublandlord shall not modify, ~~however~~or cause or suffer to be modified, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime ~~Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided~~ Lease in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any ~~out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor~~manner which would adversely affect Subtenant's rights ~~against Prime Lessor with respect~~ or obligations hereunder. (g) Sublandlord shall not do or cause to ~~the Leased Premises, Sublessee shall have the right~~ be done or suffer or permit to ~~take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights~~ be done any default or breach under the Prime Lease which causes the Prime Lease or the rights of Sublandlord as tenant thereunder to be terminated. Subtenant shall not do or cause to be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur done or suffer ~~by reason~~ or permit to be done any act or thing which would or might constitute a default under the Prime Lease or cause the Prime Lease or the rights or benefits of Sublandlord as tenant thereunder to be terminated, diminished or adversely affected or which would or might cause Sublandlord to become liable for any ~~such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor~~Losses.

Appears in 1 contract

Sources: Stock Purchase Agreement (Belk Inc)

Prime Lease. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease ~~is subject~~ and ~~subordinate~~ all rights of Tenant hereunder and with respect to the ~~Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and~~ Premises are subject to the ~~extent approved by Sublessee~~terms, ~~which approval will not be unreasonably withheld, all amendments~~ conditions and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition provisions of the Prime Lease. In Tenant, as if it were the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant tenant under the Prime Lease, hereby assumes and agrees to perform faithfully and on time, and be bound by, with respect to the Premises, and in addition to all of Tenant's other obligations set forth in this Sublease, all of Landlord's obligations, covenants, agreements and liabilities under the Prime Lease and all terms, conditions, provisions and restrictions contained in the Prime Lease (which terms are hereby incorporated herein by this reference to the extent that such terms ~~and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case~~ contain obligations of ~~payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due~~ "Tenant" under the Prime Lease which shall become obligations of Tenant under this Sublease). Notwithstanding the foregoing, Landlord and Tenant agree to the following: A. Provided Tenant shall timely pay all Rent when and as due under this Sublease, Landlord shall transmit to Prime Landlord, when and as due, all base rent, additional rent and other charges paid to Landlord by Tenant under this Sublease. B. Landlord shall perform its covenants and obligations under the Prime Lease which do not require for their performance possession of the Premises and which are not otherwise to be performed hereunder by Tenant on behalf of Landlord. Landlord shall not willfully take any action or omit to take any action which would cause a default under the Prime Lease unless such act or omission is a result of Tenant's acts or omissions or Tenant's breach of this Lease or the Prime Lease. C. Landlord shall not agree to any amendment to the Prime Lease without first obtaining Tenant's prior written approval thereof. D. Landlord hereby grants to Tenant the right to receive all of the services and benefits with respect to the ~~Subleased~~ Premises ~~only. Sublessee's performance and observance of all such obligations shall~~ which are to be ~~effected so that, whenever time periods are specified in the~~ provided by Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in Landlord under the Prime Lease. Landlord shall have no duty to perform any obligations of Prime Landlord under the Prime Lease. For example, ~~except~~ Landlord shall not be required to provide the services or repairs which the Prime Landlord is required to provide under the Prime Lease. Landlord shall have no responsibility for or be liable to Tenant for any default, failure or delay on the ~~provisions~~ part of ~~2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference~~ Prime Landlord in the performance or observance by Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default Landlord of any of its obligations under the Prime Lease nor shall such default by the Prime Landlord affect this Sublease or waive or defer the performance of any of Tenant's obligations hereunder except as expressly set forth in the Prime Lease. Notwithstanding the foregoing, ~~Sublessee shall be entitled to all rights and remedies against~~ the parties contemplate that Prime ~~Lessor which Sublessor would otherwise be entitled to~~ Landlord shall, in fact, perform its obligations under the Prime Lease ~~as a result~~ and in the event of any default or failure of such ~~default; subject~~performance by Prime Landlord, ~~however~~Landlord agrees that it will, to upon notice from Tenant, and at the ~~following provisions~~ sole cost and ~~procedures: Insofar as~~ expense of Tenant, including reasonable attorneys' fees, make written demand upon Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, Landlord to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights its obligations under the Prime Lease and, provided that Tenant specifically agrees to pay all costs of Landlord, including reasonable attorneys' fees, Landlord will take appropriate legal action to enforce the Prime Lease. E. Landlord and Tenant shall ~~be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights~~ copy Prime Landlord on all notices of default that either party sends to the ~~extent that the same shall apply~~ other pursuant to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessorthis Lease.

Appears in 1 contract

Sources: Sublease (Taylor Capital Group Inc)

Prime Lease. ~~Sublessor represents that a true~~ (a) This Sublease is expressly subject and ~~complete copy -----------~~ subordinate to all of the terms and conditions of the Prime Lease. Subtenant agrees to observe and perform all of the terms and conditions imposed upon Sublandlord as “Tenant” under the Prime Lease with respect to the Subleased Premises, except with regard to the payment of Rent which shall be governed solely by this Sublease. Sublandlord shall have all rights, privileges, options, reservations and remedies with respect to this Sublease, the Subleased Premises, and Subtenant, to the same extent granted or allowed to or held by Prime Landlord under the Prime Lease with respect to the Prime Lease, the Premises and the Subleased Premises. If any provision of this Sublease conflicts with the provisions of the Prime Lease, this Sublease shall govern as ~~amended, supplemented~~ between Sublandlord and ~~modified, is attached hereto as Exhibit A and Sublessee~~ Subtenant. Subtenant acknowledges receipt ~~thereof~~of a copy of the Prime Lease. (b) Sublandlord shall not be liable to Subtenant for any default by Prime Landlord under the Prime Lease; provided, however, that Sublandlord shall take all commercially reasonable actions against Prime Landlord to enforce the provisions of the Prime Lease with respect to the Subleased Premises. ~~Sublessor~~ If for any reason the Prime Lease is terminated by Prime Landlord prior to the expiration of the term of this Sublease, this Sublease shall likewise terminate simultaneously and Subtenant shall have no right or cause of action against Prime Landlord or, unless such termination results from a breach by Sublandlord of its obligations under this Sublease, against Sublandlord by reason of such termination. (c) Subtenant agrees not to do or commit any act which would constitute an “Event of Default” as defined in the Prime Lease and agrees to indemnify, defend and save Sublandlord harmless from and against any and all liability, loss, cost, damage or expense, including reasonable attorneys’ fees, arising out of or in connection with any act or failure to act by Subtenant which constitutes an Event of Default beyond applicable cure and notice periods under the Prime Lease. (d) Sublandlord hereby represents and warrants to Subtenant that the Prime Lease is in full force and ~~effect~~ effect, and ~~Sublessor~~ that to Sublandlord’s knowledge neither Prime Landlord nor Sublandlord is in default thereunder as of the date hereof, and that to Sublandlord’s knowledge no event has ~~no knowledge~~ occurred which, with notice, the passage of ~~any defaults under~~ time or both, would constitute a default by Sublandlord or Prime Landlord thereunder. (e) Subtenant acknowledges that this Sublease and the respective rights and obligations of the parties hereto is subject to and conditioned upon the written approval hereof by the Prime ~~Lease. This Sublease is subject~~ Landlord. (f) Subject to and ~~subordinate to~~ conditioned upon Subtenant remaining in compliance with the ~~Prime Lease~~terms of this Sublease, Sublandlord shall timely pay and perform all obligations of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee “Tenant” under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the ~~Leased Premises which Sublessor has pursuant to~~ extent the same are not being paid or performed directly by Subtenant. Sublandlord acknowledges that notwithstanding the sublease of the Subleased Premises, Sublandlord shall remain liable for all terms, conditions and obligations of the Tenant under said Prime Lease~~. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all~~ . (g) For minor items relating to Subtenant’s occupancy of the ~~obligations~~ Subleased Premises and beneficial use of ~~Sublessor~~ the common areas and building facilities, Subtenant shall have the right to contact the Property Manager directly as if Subtenant was the Tenant under the Prime Lease, to but at no point shall any requests be made without the ~~extent that~~ prior approval of Sublandlord if such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of requests would materially change the terms ~~and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions~~ of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of or any ~~of its obligations~~ items affecting Sublandlord under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.

Appears in 1 contract

Sources: Consent to Sublease (Signing Day Sports, Inc.)

Prime Lease. ~~Sublessor represents that~~ (a) Landlord shall comply with all obligations imposed on Landlord by each Prime Lease at Sites where Tenant has Tenant Facilities including the obligation to make all payments due thereunder. Tenant shall have the right, at its option and after giving Landlord prior written notice and a ~~true and complete copy -----------~~ cure period of seven days from delivery of such notice (or such shorter period as may be required to prevent termination of the Prime Lease), ~~as amended~~in addition to all other rights and remedies available to it, ~~supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the~~ to cure any default of Landlord under any Prime Lease is and all sums so advanced by Tenant, together with interest computed at a rate of 12% per annum, shall be, at Tenant's sole option and in ~~full force~~ any combination of cash or credit that Tenant elects, paid to Tenant by Landlord within ten (10) days of Tenant's demand therefor or credited, in whole or in part, towards future installments of Rent. (b) Landlord shall not voluntarily terminate any Prime Lease at Sites where Tenant has Tenant Facilities without Tenant's prior written consent. Any termination, either with or without cause, of a Prime Lease without Tenant's consent shall be a material breach as to the affected Site, and ~~effect and Sublessor has~~ Tenant may pursue all available remedies at law or in equity. (c) Should Landlord desire to terminate a Prime Lease prior to expiration of all renewal terms provided therein, Landlord shall give Tenant written notice of such intention no ~~knowledge~~ less than six (6) months prior to the end of ~~any defaults under~~ the then current term or renewal term of the Prime Lease. ~~This Sublease is subject and subordinate~~ Subject to the rights of the Prime ~~Lease~~Lease landlord, Tenant shall at all times have the right of first refusal to an assignment of the Prime Lease should Landlord desire to terminate. If Tenant is entitled to and does elect to exercise its option, Landlord shall promptly execute all documents necessary to effect the assignment of the Prime Lease and all applicable third-party leases and/or subleases. In such case Tenant shall have the right to purchase the Tower and any other of Landlord's improvements on the Site for an amount equal to the replacement cost of the Tower and such improvements, less reasonable wear and tear. (d) Except as herein otherwise expressly provided, or except as the terms of the Prime Lease may be in conflict with or inconsistent with the terms herein provided, all of the ~~terms~~ terms, covenants and ~~conditions thereof~~ provisions in the Prime Lease are hereby incorporated into and made a part of this Agreement as if fully set forth herein; the ~~performance by Prime Lessor of all of its obligations thereunder, and to~~ Landlord herein being substituted for the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them Landlord named in the Prime Lease, ~~unless any such term is expressly defined~~ and the Tenant herein being substituted for the Tenant named in ~~this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of~~ the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect Notwithstanding anything to the ~~Leased Premises which Sublessor has pursuant~~ contrary contained in this Agreement, this Agreement and all of Tenant's rights and obligations hereunder are inferior to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.

Appears in 1 contract

Sources: Master Site Lease Agreement (Spectrasite Holdings Inc)

Prime Lease. ~~Sublessor represents that a true~~ Tenant recognizes and ~~complete copy -----------~~ acknowledges the existence of the Prime ~~Lease, as amended, supplemented~~ Lease and ~~modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants~~ that ~~the Prime~~ this Lease is ~~in full force and effect and Sublessor has no knowledge~~ a sublease of ~~any defaults under~~ a portion of Landlord’s leasehold estate created by the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the The termination of ~~the Sublessor's interest as Sublessee under~~ the Prime Lease for any reason ~~other than~~ whatsoever shall never constitute a default by ~~Sublessor under~~ Landlord hereunder nor shall such termination entitle Tenant to terminate this Lease or the ~~Prime~~ payment of any rent or other sums due by Tenant hereunder. Tenant further agrees that this Lease ~~which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor~~ is subject to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and ~~conditions contained in the Prime Lease, except for the~~ provisions of ~~2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in~~ the Prime Lease and hereby agrees to ~~"Landlord" being deemed~~ be bound by provisions thereof, including but not limited to ~~refer~~ the provisions relating to ~~Sublessor~~ employment and non-discrimination. By execution hereof, Tenant hereby acknowledges that it has received a copy of all provisions of the Prime Lease relating to employment and non-discrimination all as set forth on Exhibit D attached hereto provided, however, that the execution of this Lease by Landlord shall never be construed to be an approval hereof by the Prime Lessor, ~~with each reference to "Tenant" therein~~ it being ~~deemed to refer to Sublessee and with each reference to~~ understood that the ~~Premises being deemed to refer to the Subleased Premises); and all such provisions along with all~~ Prime Lessor cannot be bound by any act or omission of ~~the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease~~Landlord. If Prime Lessor shall ~~be in default~~ request a modification of ~~any of its obligations under the Prime~~ this Lease, ~~Sublessee~~ Tenant shall ~~be entitled~~ not unreasonably withhold or delay its consent to ~~all~~ a modification which does not adversely affect Tenant’s rights and ~~remedies against~~ privileges hereunder or impose material burdens on Tenant. Tenant hereby acknowledges and agrees that all communications with Prime Lessor ~~which Sublessor would otherwise be entitled~~ relating to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be directed through Landlord and ~~hereby are conferred upon and assigned to Sublessee. Sublessee~~ that Tenant shall ~~be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If~~ not seek any ~~such action against~~ approvals or otherwise communicate with Prime Lessor ~~in Sublessee's name shall be barred by reason~~ regarding this Lease without the approval of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to SublessorLandlord.

Appears in 1 contract

Sources: Lease (Entrada Therapeutics, Inc.)

Prime Lease. ~~Sublessor~~ Sub-Landlord represents that a true and complete copy ~~-----------~~ of the Prime ~~Lease, as amended, supplemented and modified,~~ Lease is attached hereto as Exhibit A B and ~~Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the~~ such Prime Lease is has not been further amended or modified and remains in full force and effect. All terms, covenants and conditions of the Prime Lease are incorporated herein by reference, with the same force and effect as if set forth at length herein, and ~~Sublessor has~~ shall be binding upon both Sub-Landlord and Sub-Tenant. This sublease and all of the rights of Sub-Tenant hereunder with respect to the Premises are subject to the terms, conditions and provisions of the Prime Lease. Sub-Tenant hereby assumes and agrees to perform faithfully and be bound by all of Sub-Landlord's obligations, covenants, agreements and liabilities under the Prime Lease (except that Sub-Tenant shall not be obligated to pay any Base Rent or Additional Rent under Sections 1 or 2 of the Prime Lease); provided, however in no ~~knowledge~~ event shall Sub-Tenant be responsible for the restoration of the Premises to any ~~defaults~~ condition other than the condition same is on Sublease Commencement date; normal wear and tear and damage and/or loss by casualty or condemnation excepted.. (A) Without limitation of the foregoing: (i) Sub-Tenant shall not make any changes, alterations or additions in or to the Premises except as otherwise expressly provided herein; (ii) If Sub-Tenant desires to take any other action and the Prime Lease would require that Sub-Landlord obtain the consent of Landlord before undertaking any action of the same kind, Sub-Tenant shall not undertake the same without the prior written consent of Sub-Landlord. Sub-Landlord may condition its consent on the consent of Landlord being obtained and may require Sub-Tenant to contact Landlord directly for such consent; provided, however, where consent is so required, Sub-Landlord will not unreasonably withhold, condition, or delay its consent, and Sub-Landlord will reasonably assist Sub-Tenant in pursuing such consent from the Landlord. (iii) Sub-Landlord shall have all other rights, and all privileges, options, reservations and remedies, granted or allowed to, or held by, Landlord under the Prime Lease~~. This~~ ; and Sub-Tenant shall be entitled to all of Sub-Landlord's rights and benefits as "Tenant" under the Prime Lease, except as otherwise stated herein. (iv) Sub-Tenant shall not do anything or suffer or permit anything to be done which could result in a default under the Prime Lease or permit the Prime Lease to be cancelled or terminated. (v) Sub-Tenant shall not assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Sublease is or any interest of Sub-Tenant in this Sublease, by operation of law or otherwise, or permit the use of the Premises or any part thereof by any persons other than Sub-Tenant and Sub-Tenant's employees, or sublet the Premises or any part thereof, (vi) Neither rental nor other payments hereunder shall ▇▇▇▇▇ by reason of any damage to or destruction of the Premises, the premises subject ~~and subordinate~~ to the Prime Lease, ~~all of~~ or the ~~terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder~~Building or any part thereof, unless, and then only to the extent ~~approved by Sublessee~~that, ~~which approval will not be unreasonably withheld, all amendments~~ rental and ~~supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any~~ such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇payments actually ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the ~~Subleased~~ Premises ~~only. Sublessee's performance~~ on account of such event. (vii) In the event of any conflict between the terms, conditions and ~~observance~~ provisions of ~~all such obligations shall be effected so that, whenever time periods are specified in~~ the Prime Lease ~~for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in~~ and of this Sublease, the terms, conditions and provisions of this Sublease shall, in all instances, govern and control; with respect to Sub-Tenant's and Sub-Landlord's relationship hereunder. Notwithstanding anything contained herein to the contrary, Sub-Tenant shall not be responsible for any of Sub-Landlord's financial or other obligations arising before the Sublease Term, except as otherwise stated herein. (B) It is expressly understood and agreed that Sub-Landlord does not assume and shall not have any of the ~~terms~~ obligations or liabilities of Landlord under the Prime Lease and ~~conditions contained~~ that Sub-Landlord is not making the representations or warranties, if any, made by Landlord in the Prime Lease. With respect to work, ~~except for~~ services, repairs and restoration or the ~~provisions~~ performance of ~~2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions~~ other obligations required of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations Landlord under the Prime Lease, ~~Sublessee~~ Sub-Landlord's sole obligation with respect thereto shall be ~~entitled~~ to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild request the same, ~~to insure the Subleased Premises~~upon written request from Sub-Tenant, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated and to use reasonable efforts to obtain ~~Prime Lessor's performance~~ the same from Landlord. Sub-Landlord shall not be liable in damages, nor shall rent ▇▇▇▇▇ hereunder, for ~~Sublessee's benefit~~ or on account of any failure by Landlord to perform the obligations and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights duties imposed on it under the Prime ~~Lease~~ Lease. In the event Sub-Landlord is entitled to any abatement, offset, or the like under the Lease, Sublandlord shall be ~~and hereby are conferred upon and assigned~~ entitled to ~~Sublessee. Sublessee shall be subrogated~~ same as to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessorthis Sublease.

Appears in 1 contract

Sources: Sublease Agreement (Biosante Pharmaceuticals Inc)

Appears in 1 contract

Sources: Sublease (CMG Information Services Inc)

Prime Lease. Sublessor represents that a true and complete copy of ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime ~~Lease with respect to the Subleased Premises only~~Lease. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as ~~Tenant~~ Lessee thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.

Appears in 1 contract

Sources: Sublease Agreement (Triad Hospitals Inc)

Prime Lease. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. a. This Sublease is in all respects subject and subordinate to the ~~Prime Lease, all of the~~ terms and conditions ~~thereof and~~ of the ~~performance by~~ Prime ~~Lessor of all of its obligations thereunder,~~ Lease and to the ~~extent approved by Sublessee,~~ matters to which ~~approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in~~ the Prime Lease, ~~unless~~ including any ~~such term~~ amendments thereto, is ~~expressly defined in this Sublease~~ or ~~the context requires otherwise~~shall be subordinate. Sublessee ~~shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of~~ agrees that Sublessee has reviewed and is familiar with the Prime Lease~~. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than~~ , and will not do or suffer or permit anything to be done which would result in a default by or breach (whether or not subject to notice or grace periods) on the part of Sublessor under the Prime Lease ~~which occurs~~ or cause the Prime Lease to be terminated. If, however, the Prime Lease is terminated prior to its scheduled expiration, for any reason ~~other than a breach~~ whatever, this Sublease shall likewise terminate without further notice, and, except as otherwise set forth herein, without further obligation or ~~a default by Sublessee under~~ liability on the part of the parties. b. Except as otherwise expressly provided in this Sublease, ~~then~~ the terms, covenants, conditions, rights, obligations, remedies and agreements of the Prime Lease are incorporated into this Sublease by reference and made a part hereof as if fully set forth herein and shall ~~terminate coincidentally therewith without any liability~~ constitute the terms of this Sublease, mutatis mutandis, Sublessor ~~to Sublessee.~~ being substituted for “Landlord” thereunder, Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇being substituted for “Tenant” thereunder, ~~▇▇▇▇▇▇▇▇▇ shall assume~~and “Subleased Premises” being substituted for “Premises” thereunder, ~~perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease,~~ except to the extent that such terms ~~and conditions are applicable~~ do not relate to the Subleased ~~Premises~~Premises or Sublessee’s use thereof, ~~including without limitation thereto payment (~~or are inapplicable to, or superseded by the terms of this Sublease; except that all references in the ~~case~~ following sections and/or provisions of ~~payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under~~ the Prime Lease to “Landlord”, ‘Tenant”, “Lease”, and “Premises”, respectively, shall be deemed to refer to “Landlord”, “Sublessee”, this “Sublease” and the “Subleased Premises”, respectively (i.e., it is the intention of the parties that Landlord shall retain all of its rights and obligations under such sections and/or provisions; that Sublessor shall not be entitled to exercise any of Landlord’s rights, nor shall be bound by any of Landlord’s obligations, under such sections and/or provisions; and that Sublessee shall be entitled to exercise all of Sublessor’s rights, and shall be bound by all of Sublessor’s obligations, under such sections and/or provisions): Section 2.3 (Landlord’s Reservations); Section 4.3 (Construction Requirements for Alterations), except the term “Tenant’s Work” shall refer to work performed by Sublessee under this Sublease and the term “Initial Leasehold Improvements” and the parenthetical “(except as otherwise provided in the Work Letter with respect to the ~~Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods~~ Initial Leasehold Improvements)” are ~~specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise~~ hereby specifically ~~provided herein. Except as otherwise provided~~ not incorporated in this Sublease~~, all~~ ; Section 5.1 (Maintenance of ~~the terms~~ Building and ~~conditions contained in the Prime~~ Common Areas by Landlord); Section 5.6 (Landlord’s Responsibilities regarding Hazardous Materials); Section 7.4 (Landlord’s Insurance); Section 10.1 (Subordination); and Section 12.10 (Ground Lease), except ~~for~~ the ~~provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein~~ term “Tenant” as ~~terms and conditions of~~ used in this ~~Sublease (with each reference in the Prime Lease to "Landlord" being deemed~~ section shall continue to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not ~~undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for~~ Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.

Appears in 1 contract

Sources: Sublease Agreement (Aveo Pharmaceuticals Inc)

Prime Lease. ~~Sublessor represents that a true~~ Tenant recognizes and ~~complete copy -----------~~ acknowledges the existence of the Prime ~~Lease, as amended, supplemented~~ Lease and ~~modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants~~ that ~~the Prime~~ this Lease is ~~in full force and effect and Sublessor has no knowledge~~ a sublease of ~~any defaults under~~ a portion of Landlord’s leasehold estate created by the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the The termination of ~~the Sublessor's interest as Sublessee under~~ the Prime Lease for any reason ~~other than~~ whatsoever shall never constitute a default by ~~Sublessor under~~ Landlord hereunder nor shall such termination entitle Tenant to terminate this Lease or the ~~Prime Lease which occurs for~~ payment of any ~~reason~~ rent or other ~~than a breach or a default~~ sums due by ~~Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee~~Tenant hereunder. ~~Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this~~ Tenant further agrees that th▇▇ ▇▇▇~~▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease,~~ se is subject to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and ~~conditions contained in the Prime Lease, except for the~~ provisions of ~~2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in~~ the Prime Lease and hereby agrees to ~~"Landlord" being deemed~~ be bound by provisions thereof, including but not limited to ~~refer~~ the provisions relating to ~~Sublessor~~ employment and non-discrimination. By execution hereof, Tenant hereby acknowledges that it has received a copy of all provisions of the Prime Lease relating to employment and non-discrimination all as set forth on Exhibit D attached hereto provided, however, that the execution of this Lease by Landlord shall never be construed to be an approval hereof by the Prime Lessor, ~~with each reference to "Tenant" therein~~ it being ~~deemed to refer to Sublessee and with each reference to~~ understood that the ~~Premises being deemed to refer to the Subleased Premises); and all such provisions along with all~~ Prime Lessor cannot be bound by any act or omission of ~~the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease~~Landlord. If Prime Lessor shall ~~be in default~~ request a modification of ~~any of its obligations under the Prime~~ this Lease, ~~Sublessee~~ Tenant shall ~~be entitled~~ not unreasonably withhold or delay its consent to ~~all~~ a modification which does not adversely affect Tenant’s rights and ~~remedies against~~ privileges hereunder or impose material burdens on Tenant. Tenant hereby acknowledges and agrees that all communications with Prime Lessor ~~which Sublessor would otherwise be entitled~~ relating to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be directed through Landlord and ~~hereby are conferred upon and assigned to Sublessee. Sublessee~~ that Tenant shall ~~be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If~~ not seek any ~~such action against~~ approvals or otherwise communicate with Prime Lessor ~~in Sublessee's name shall be barred by reason~~ regarding this Lease without the approval of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to SublessorLandlord.

Appears in 1 contract

Sources: Lease Agreement (Entrada Therapeutics, Inc.)

Prime Lease. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject ~~and subordinate~~ to ~~the Prime Lease,~~ all of the ~~terms~~ convenants, agreements, terms, provisions and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in the Prime Lease which are hereby made a part of this Sublease ~~shall have~~ with the same ~~meanings~~ force and ~~definitions ascribed to them~~ effect as if they were fully set forth herein. Wherever the term "Tenant" appears in the Prime Lease, it shall read "Subtenant" and where ever the term "Owner" appears, it shall be deemed to include "Sublessor" unless by its terms such use would be inappropriate and Sublessor shall have all the rights and remedies of Landlord thereunder, without limiting Sublessor's rights and remedies to enforce any ~~such term is expressly defined in~~ provision of this Sublease ~~or the context requires otherwise. Sublessee shall~~ not ~~commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of~~ contained in the Prime Lease. In Subtenant agrees to observe and perform all of such covenants, agreements, terms, provisions and conditions contained in this Sublease as though and as if Subtenant was the ~~event of the termination of the Sublessor's interest as Sublessee under~~ tenant originally named in the Prime ~~Lease for any reason other than a default by Sublessor under~~ Lease, except that the provisions of the Prime Lease which ~~occurs for any reason other than a breach or a default~~ have been specifically addressed by ~~Sublessee under this Sublease, then~~ this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Leasenot, to the extent ~~that such terms~~ addressed, apply and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations Subtenant shall not be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except obligated thereunder except as otherwise provided in this Sublease. The foregoing notwithstanding, ~~all~~ Subtenant shall pay to Sublessor as additional rent its pro rata share of increases in Base Impositions and Base Operating Costs due to Landlord from Sublessor. The term "Base Impositions" shall mean the Impositions levied against the property of which the demised premises are part for city and school taxes for the 1999 state, county and town year and for the 1998/1999 school year. The term "Base Operating Costs" shall mean the Operating Costs in effect for the calendar year ending December 31, 1999. The Subtenant's pro rata share shall equal 33.27% of the ~~terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease~~ Tenant Proportionate share. Subtenant shall also be allocated four (4) parking spaces. Sublessor shall have no obligation to provide any services or to do any act or thing with ~~each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference~~ respect to the Sublet Premises ~~being deemed to refer to~~ which are the ~~Subleased Premises); and all such provisions along with all~~ obligation or responsibility of the ~~provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations~~ Landlord under the Prime Lease, ~~Sublessee shall be entitled~~ and Subtenant agrees to ~~all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled~~ look solely to Landlord under the Prime Lease ~~as a result~~ for the provision of any such ~~default; subject~~service and observance and performance of any such act or thing. Upon Subtenant's written request, ~~however~~Sublessor shall present to Landlord, in the name of Sublessor, any demand requested by Subtenant for any such repairs, restorations, materials or services required to be furnished to the ~~following provisions~~ Sublet Premises by Landlord. Subtenant shall have the right to exercise, in Sublessor's name, but at Subtenant's sole cost and ~~procedures: Insofar as Prime Lessor is or may be obligated~~ expense, all of the rights available to ~~construct or~~ Sublessor to enforce performance of the obligations of Landlord to make any ~~alterations~~ such repairs and restorations or ~~improvements~~ to ~~the Subleased Premises, to furnish~~ supply any such materials and services to the ~~Leased Premises~~demised premises, and no cessation, interruption or suspension of any service provided by Landlord shall entitle Subtenant to ~~repair~~ any diminution or ~~rebuild~~ abatement of fixed or additional rent or other compensation under this Sublease, nor shall this Sublease be affected by reason of any such failure, cessation, interruption or suspension. Notwithstanding anything contained herein the ~~same,~~ Sublease shall not be deemed to ~~insure~~ grant Subtenant any rights under the ~~Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition~~ Prime Lease which Sublessor does not have under the Prime Lease, ~~Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5,~~ and any act of Sublessor ~~does not undertake the performance~~ or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.any

Appears in 1 contract

Sources: Sublease (Aht Corp)

Prime Lease. ~~Sublessor represents that a~~ (a) A true ~~and complete~~ copy ~~-----------~~ of the Prime ~~Lease, as amended, supplemented and modified,~~ Lease is attached hereto as Exhibit ~~A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that~~ C. For purposes of this Sublease, the ~~Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the~~ term "Prime Lease" shall include the lease amendments contained in the Consent to Sublease dated as of February 10, 2000 among Prime Landlord, Sublandlord and Subtenant (the "Consent to Sublease"). ~~This~~ Where not expressly inconsistent with the terms hereof, this Sublease is shall be subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime ~~Lease, except for~~ Lease as said terms and conditions affect the ~~provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3~~Subleased Premises, and ~~7.4 are incorporated herein as~~ all of the terms and conditions of the Prime Lease, except as otherwise set forth herein, are hereby incorporated into this Sublease (and shall be binding upon Subtenant and Sublandlord with ~~each reference~~ respect to the Subleased Premises to the same extent as if Subtenant were named as tenant and Sublandlord to the same extent as if Sublandlord were named as landlord under the Prime Lease. For purposes of this Sublease, references in the Prime Lease to the "~~Landlord~~Term" ~~being deemed to refer to Sublessor~~ shall mean the Term of this Sublease and ~~Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference~~ references to the ~~Premises being deemed to refer to~~ "Demised Premises" in the Prime Lease shall mean the Subleased Premises~~); and all such provisions along with all~~ . Upon the expiration or earlier termination of ~~the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under~~ the Prime Lease, ~~Sublessee shall be entitled~~ this Sublease and Subtenant's right to ~~all rights~~ use and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or occupy the Subleased Premises shall immediately terminate. Except as otherwise provided herein, when any fraction, factor or ~~to perform any obligation or satisfy any condition under~~ formula, which is based on the number of square feet leased, is expressed in the Prime Lease, ~~Sublessee expressly acknowledges that notwithstanding anything to~~ it will be adjusted by substituting the ~~contrary provided in this Paragraph 5, Sublessor does not undertake~~ number of square feet of the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action Subleased Premises for the ~~enforcement~~ number of ~~Sublessor's rights against Prime Lessor with respect to~~ square feet of the ~~Leased Premises, Sublessee shall have the right to take such action~~ Demised Premises leased in ~~Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under~~ the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to SublessorLease.

Appears in 1 contract

Sources: Sublease Agreement (Avigen Inc \De)

Prime Lease. ~~Sublessor represents~~ Tenant acknowledges that ~~a true~~ it has read and ~~complete copy -----------~~ examined the Prime Lease including all Schedules and Amendments as of the date hereof and is fully familiar with the terms, covenants and conditions on the Landlord's part as tenant to be performed thereunder. All the obligations contained in the Prime Lease conferred and imposed upon Landlord (as lessee therein) except as modified and amended by this Sublease, are hereby conferred and imposed upon Tenant. Any rights granted to Landlord (as lessee under the Prime Lease) are not necessarily granted to Tenant, as Tenant shall have only those rights as are specifically set forth in this Sublease. Tenant covenants and agrees to fully and faithfully perform the terms and conditions of the Prime Lease and this Sublease on its part to be performed. Tenant shall not do or cause to be done or suffer or permit any act to be done which would cause the Prime Lease, or the rights of Landlord, as ~~amended~~tenant, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease, to be endangered, canceled, terminated, forfeited or surrendered, or which would cause Landlord to be in default thereunder or liable for any damage, claim or penalty. ~~This~~ Tenant agrees, as an express inducement for Landlord's executing this Sublease, that if there is any conflict between the provisions of this Sublease ~~is subject and subordinate to the Prime Lease, all of the terms and conditions thereof~~ and the ~~performance by Prime Lessor~~ provisions of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which ~~occurs~~ would permit Tenant to do or cause to be done or suffer or permit any act or thing to be done which is prohibited by the Prime Lease then the provisions of the Prime Lease shall prevail except for the limitations set forth herein in Section 1 and 4. If the Prime Lease terminates or is terminated for any reason ~~other than a breach or a default by Sublessee under this Sublease~~whatsoever, then this Sublease shall terminate ~~coincidentally therewith~~ simultaneously therewith. If Tenant is not in default under the terms and conditions hereof, any such termination shall be without ~~any~~ liability ~~of Sublessor~~ between Landlord and Tenant, except such liability theretofore accruing; however, if Tenant is in default, the default provisions hereof shall control as to ~~Sublessee~~Tenant's liability. ~~Sublessee shall only have such rights with respect~~ Landlord may not voluntarily or otherwise consent to the ~~Leased Premises which Sublessor has pursuant to~~ termination of the Prime ~~Lease~~Lease without the consent of Tenant, said consent not to be unreasonably withheld, conditioned or delayed. ~~Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇~~In the event of a bankruptcy, ~~▇▇▇▇▇▇▇▇▇ shall assume~~dissolution, ~~perform and observe all of the obligations of Sublessor as Tenant~~ or reorganization which might preclude Landlord from performing under the Prime Lease, ~~to the extent that such terms and conditions are applicable to the Subleased Premises~~Tenant, ~~including without limitation thereto payment (or in the case of payment in the first instance by Sublessor~~at its option, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to ~~all rights~~ consider this Sublease as an assignment of Landlord's right, title and ~~remedies against Prime Lessor which Sublessor would otherwise be entitled~~ interest in and to ~~under~~ the Prime Lease as ~~a result~~ of the date and time of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expenseevent. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee Tenant shall have the right to ~~take such action in Sublessee's own name and for that purpose and only~~ exercise this option by written notice to ~~such extent, Sublessor's rights~~ the Lessor under the Prime Lease and from and after the date of such notice, Tenant shall be ~~and hereby are conferred upon and assigned~~ deemed to ~~Sublessee. Sublessee shall~~ be ~~subrogated to such rights to~~ the ~~extent that~~ Lessor under the ~~same shall apply to the Subleased Premises. If any such action against~~ Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to SublessorLease.

Appears in 1 contract

Sources: Sublease Agreement (Carolina National Corp)

Prime Lease. ~~Sublessor represents~~ Sublessee acknowledges that ~~a true~~ it has read and ~~complete copy -----------~~ examined the Prime Lease including all Schedules and Amendments as of the date hereof and is fully familiar with the terms, covenants and conditions on the Sublandlord's part as tenant to be performed thereunder. All the obligations contained in the Prime Lease conferred and imposed upon Sublandlord (as lessee therein) except as modified and amended by this Sublease, are hereby conferred and imposed upon Sublessee. Any rights granted to Sublandlord (as lessee under the Prime Lease) are not necessarily granted to Sublessee, as Sublessee shall have only those rights as are specifically set forth in this Sublease. Sublessee covenants and agrees to fully and faithfully perform the terms and conditions of the Prime Lease and this Sublease on its part to be performed. Sublandlord shall make all rental payments to Landlord when due under the Prime Lease and shall not do or cause to be done or suffer or permit any act to be done which would cause the Prime Lease, or the rights of Sublandlord, as ~~amended~~Tenant, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease, to be endangered, canceled, terminated, forfeited, surrendered or which would cause Sublandlord to be in default thereunder or liable for any damage, claim or penalty. ~~This Sublease is subject and subordinate to~~ Should Sublandlord receive any notice of default from Landlord in connection with the Prime Lease, ~~all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and~~ Sublandlord shall promptly forward said notice to ~~the extent approved by~~ Sublessee, . Sublessee shall not do or cause to be done or suffer or permit any act to be done which ~~approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in~~ would cause the Prime Lease, ~~unless any such term is expressly defined in this Sublease~~ or the ~~context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition~~ rights of Sublandlord, as tenant, under the Prime Lease~~. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease~~ , to be endangered, canceled, terminated, forfeited or surrendered, or which would cause Sublandlord to be in default thereunder or liable for any ~~reason other than a default by Sublessor under~~ damage, claim or penalty. Sublessee 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 Prime Lease which ~~occurs~~ would permit Sublessee to do or cause to be done or suffer or permit any act or thing to be done which is prohibited by the Prime Lease then the provisions of the Prime Lease shall prevail except for the limitations set forth herein in Section 4. If the Prime Lease terminates or is terminated for any reason ~~other than a breach or a default by Sublessee under this Sublease~~whatsoever, then this Sublease shall terminate ~~coincidentally therewith~~ simultaneously therewith. If Sublessee is not in default under the terms and conditions hereof, any such termination shall be without ~~any~~ liability ~~of Sublessor~~ between Sublandlord and Sublessee, except such liability theretofore accruing; however, if Sublessee is in default, the default provisions hereof shall control as to Sublessee's liability. ~~Sublessee shall only have such rights with respect~~ Sublandlord may not voluntarily or otherwise consent to the ~~Leased Premises which Sublessor has pursuant to~~ termination of the Prime ~~Lease~~Lease without the consent of Sublessee, said consent not to be unreasonably withheld. ~~Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇~~In the event of a bankruptcy, ~~▇▇▇▇▇▇▇▇▇ shall assume~~dissolution, ~~perform and observe all of the obligations of Sublessor as Tenant~~ or reorganization which might preclude Sublandlord from performing under the Prime Lease, Sublessee, at its option, shall be entitled to consider this Sublease as an assignment of Sublandlord's right, title and interest in and to the ~~extent that~~ Prime Lease as of the date and time of such ~~terms and conditions are applicable~~ event. Sublessee shall have the right to exercise this option by written notice to the ~~Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due~~ lessor under the Prime Lease ~~with respect to~~ and from and after the ~~Subleased Premises only. Sublessee's performance and observance~~ date of ~~all~~ such ~~obligations~~ notice, Sublessee shall be ~~effected so that, whenever time periods are specified in~~ deemed to be the lessee under the Prime Lease. Sublandlord shall have no duty to perform any obligations of the Landlord under the Prime Lease and shall under no circumstances be responsible for ~~Sublessor's compliance as Tenant thereunder~~or liable to Sublessee for any default, ~~Sublessee shall have so complied~~ failure or delay on ~~or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all~~ the part of the ~~terms and conditions contained~~ Landlord in the performance of any obligations under the Prime Lease, ~~except for~~ nor shall such default of the ~~provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of~~ Landlord affect this Sublease ~~(with each reference in~~ or waive or defer the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default performance of any of Sublessee's obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Landlord, Sublandlord agrees, upon notice from Sublessee, to make demand upon Landlord to perform its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor.

Appears in 1 contract

Sources: Sublease Agreement (Tidelands Bancshares Inc)

Prime Lease. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor a. Smithsonian hereby represents and warrants ~~that~~ that: (i) Smithsonian is the tenant under the Prime Lease and has the full right to enter into this Sublease (subject, however, to Prime Landlord’s consent); (ii) the Prime Lease is in full force and ~~effect and Sublessor~~ effect; (iii) Smithsonian has ~~no knowledge~~ not received from Prime Landlord any notice of any ~~defaults~~ default on the part of Smithsonian as tenant under the Prime ~~Lease. This Sublease is subject~~ Lease which has not been cured, nor has Smithsonian given Prime Landlord notice of any default on the part of Prime Landlord as landlord under the Prime Lease which has not been cured; and ~~subordinate~~ (iv) Smithsonian has submitted to Genocea a true and complete copy of the Prime Lease, except for the exclusion of those certain construction and/or alteration plans relating to other floors of the Building (except for the second floor). Except as specifically agreed in writing between the parties herein, all of the ~~terms~~ terms, provisions covenants and conditions ~~thereof~~ of the Prime Lease are incorporated herein by reference and hereby made a part of and are superior to this sub lease Agreement, except as herein otherwise expressly provided Genocea hereby assumes and agrees to perform faithfully and be bound by, with respect to the Premises and the ~~performance by Prime Lessor of~~ Building, all of ~~its~~ Smithsonian’s obligations, covenants, agreements and liabilities under the Prime Lease and all terms, conditions, provisions and restrictions contained in the Prime Lease except: i. Neither Genocea nor Smithsonian shall have any obligations ~~thereunder~~to construct or install tenant improvements except for Genocea’s obligation to install the separate meter described in Section 5.f above. ii. Any provisions in the Prime Lease allowing or purporting to allow any rent concessions, ~~and~~ abatements or construction allowances, any options to lease additional space, rights of first refusal, renewal options or other similar provisions are not incorporated in this Agreement unless specifically noted herein. b. Genocea shall not alter or change the ~~extent approved by Sublessee, which~~ Premises without the prior written approval ~~will~~ of both Smithsonian (such approval not to be unreasonably withheld) and Prime Landlord. Upon approval by Smithsonian, ~~all amendments and supplements hereafter entered into. All terms contained in this Sublease~~ Smithsonian shall ~~have the same meanings and definitions ascribed~~ present any alteration proposed by Genocea to ~~them in the~~ Prime ~~Lease~~Landlord for its approval, ~~unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit~~ or permit Genocea to present such alterations directly to Prime Landlord (with all copies sent to Smithsonian). Any such approved alterations, additions or improvements shall be ~~committed on~~ performed at Genocea’s sole cost and expense in a good and workmanlike manner and in compliance with all applicable laws and codes and the ~~Subleased Premises any act or omission which violates any term or condition~~ applicable requirements of the Prime Lease. In Smithsonian hereby approves Genocea’s alterations depicted on the ~~event~~ schematic drawing proposed by Genocea (attached hereto as Exhibit C); however, it reserves its right to request Genocea to return the Premises, in whole or in part, to the condition that it was in immediately prior to the date of this Sublease. Smithsonian requests that the interior doors, upon removal by Genocea, be stored and kept for reinstallation at the end of the ~~termination of~~ term. c. Genocea further agrees: i. All rights given to the ~~Sublessor's interest as Sublessee under~~ Prime Landlord and its respective agents and representatives by the Prime Lease ~~for any reason other than a default by Sublessor under~~ to enter the ~~Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease~~ Premises shall ~~terminate coincidentally therewith without any liability~~ inure to the benefit of ~~Sublessor to Sublessee. Sublessee shall only have such rights~~ the Smithsonian and its agents and representatives with respect to the ~~Leased Premises which Sublessor has pursuant to~~ Premises. ii. Smithsonian shall also have all other rights, and all privileges, options, reservations and remedies, granted or allowed to, or held by Prime Landlord under the Prime Lease. iii. ~~Except~~ Genocea shall not do anything or suffer or permit anything to be done which could result in a default under the Prime Lease, or permit the Prime Lease to be canceled or terminated or which may cause any increase in fire or other insurance rates of Prime Landlord. d. Smithsonian and Genocea hereby agree as ~~specifically exempted as provided below~~ follows: i. Genocea shall not assign, mortgage, pledge, hypothecate, or otherwise transfer or permit the transfer of this Agreement or any interest of Genocea in this ~~▇▇▇▇~~Agreement, by operation of law or otherwise or permit the use of the Premises or any part thereof by any persons other than Genocea and Genocea’s employees or contractors, or sub-sublet the Premises or any part thereof without the prior written approval of Smithsonian. Notwithstanding the foregoing, Genocea may transfer its interest in this Sublease to the following types of entities without the written consent of Smithsonian (each a “Permitted Transfer”): (a) any entity which controls or is controlled by Genocea or is under common control with Genocea, (b) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity in which or with which Genocea is merged or consolidated, in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Genociea’s obligations hereunder are assumed by the entity surviving such merger or created by such consolidation, or (c) any corporation, limited partnership, limited liability company or other business entity acquiring all or substantially all of Genocea’s assets or ownership interests of Genocea so long as Genocea’s obligations hereunder are assumed by the acquiring entity or (d) any assignee consented to by Prime Landlord under Genocea’s lease with Prime Landlord dated as of July 3, 2012 (as it may be amended, the “Genocea Direct Lease”). Genocea shall promptly notify Smithsonian in writing in advance of any such Permitted Transfer. ii. Neither rental nor other payments hereunder shall ▇▇▇▇▇ ▇by reason of any damage to or destruction of the Premises or the Building or any part thereof, ~~▇▇▇▇~~unless, and then only to the extent that, rental and such other payments actually ▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the ~~Subleased~~ Premises ~~only~~on account of such event. iii. ~~Sublessee's performance and observance~~ Genocea shall not have any right to any portion of the proceeds of any award for a condemnation or other taking, or a conveyance in lieu thereof, of all ~~such~~ or any portion of the Building or the Premises, except as may be realized by the Smithsonian under the terms of the Prime Lease. iv. Genocea shall not have any right to exercise or require Smithsonian to exercise any option under the Prime Lease. e. Notwithstanding anything to the contrary contained herein, it is expressly understood and agreed that Smithsonian does not assume and shall not have any of the obligations ~~shall be effected so that, whenever time periods are specified in~~ or liabilities of the Prime Landlord under the Prime Lease ~~for Sublessor's compliance as Tenant thereunder~~to provide any services to the Premises and that Smithsonian is not herein making the representations or warranties, ~~Sublessee shall have so complied on or prior to such date~~if any, ~~unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of~~ made by the ~~terms and conditions contained~~ Prime Landlord in the Prime Lease. With respect to work, ~~except for~~ services, repairs and restoration or the ~~provisions~~ performance of ~~2.3~~other obligations required of the Prime Landlord under the applicable Prime Lease, ~~3.3~~Smithsonian’s sole obligation with respect thereto shall be to promptly request the Prime Landlord, ~~5.4, 6.17, 7.1, 7.2, 7.3~~upon written request from Genocea, and ~~7.4 are incorporated herein as terms~~ to use diligent and ~~conditions~~ timely efforts to obtain such services from Prime Landlord or to permit Genocea to seek such services directly from the Prime Landlord. Smithsonian shall not be liable in damages, nor shall rent ▇▇▇▇▇ hereunder, for or on account of ~~this Sublease (with each reference in~~ any failure by the Prime Landlord to perform the obligations and duties imposed on it under the Prime Lease unless Smithsonian is entitled to rent abatement relating to any such damages under the Prime Lease. f. Genocea shall neither do, nor permit to do nor permit to be done, anything that would increase Smithsonian’s obligations to the Prime Landlord under the Prime Lease or that would cause the Prime Lease to ~~"Landlord" being deemed~~ be terminated or forfeited. Smithsonian shall not amend or modify (nor agree to ~~refer to Sublessor and~~ amend or modify) the Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth Lease in any way that would increase Genocea’s obligations or diminish Genocea’s rights under this Sublease, nor shall Smithsonian do, nor permit to do or be ~~the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease~~done, ~~Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor~~ anything that would ~~otherwise be entitled to under~~ cause the Prime Lease ~~as a result of such default; subject~~to be cancelled, ~~however, to the following provisions and procedures: Insofar as Prime Lessor is~~ terminated or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessorforfeited.

Appears in 1 contract

Sources: Sublease Agreement (Genocea Biosciences, Inc.)

Prime Lease. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease8.1. This Sublease is subject and subordinate to the Prime Lease. It is the intent of Subtenant and Sublandlord to incorporate the Prime Lease into this Sublease by reference except as otherwise specifically provided herein. Notwithstanding the foregoing sentence, Subtenant shall not be obligated to pay the base rent or the Direct Expenses that are payable to Prime Landlord under the Prime Lease; provided, however, Subtenant shall pay all of other sums due to Prime Landlord pursuant to the ~~terms and conditions thereof and the performance by~~ Prime ~~Lessor of all of its obligations thereunder, and~~ Lease to the extent ~~approved~~ such sums are applicable to utilities or services provided to the Sublease Premises (e.g. after hours HVAC charges and related expenses). 8.2. Except as otherwise expressly provided by ~~Sublessee~~the terms of this Sublease, ~~which approval will not~~ Subtenant agrees to be ~~unreasonably withheld~~bound by and perform all the terms, ~~all amendments~~ provisions and ~~supplements hereafter entered into. All terms contained in this Sublease shall have~~ conditions to be performed by or applicable to Sublandlord under the Prime Lease to the extent the same ~~meanings~~ are applicable to the Sublease Premises or Subtenant’s use of any portion of the Building, and ~~definitions ascribed to them in~~ for purposes of said limited incorporation by reference of the Prime Lease, ~~unless~~ any ~~such term is expressly defined in this Sublease or~~ references therein to “Tenant” shall be deemed references to Subtenant. Sublandlord shall have the ~~context requires otherwise. Sublessee shall not commit or permit~~ benefit of all rights and remedies available to ~~be committed on the Subleased Premises any act or omission which violates any term or condition of the~~ Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant Landlord under the Prime Lease, including, but not limited to the ~~extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case~~ right of ~~payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only~~re-entry. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee Subtenant shall indemnify, defend and hold ~~Sublessor~~ Sublandlord harmless from and against ~~all liability, expense,~~ any loss or damage ~~which Sublessor may incur or suffer~~ occurring by reason of breach by Subtenant of the Prime Lease as incorporated herein, including, without limitation (a) the cost of cure or loss of Prime Lease; (b) any ~~such action~~claims, damages, and expenses arising out of or relating to any claim that ~~copies of all papers,~~ the Sublease Premises were not surrendered in the condition required by this Sublease and ~~notices of all proceedings,~~ (c) any attorneys’ fees incurred in connection with the foregoing. 8.3. All references to “Landlord” in the Prime Lease shall be deemed to continue to be references to Prime Landlord and Sublandlord shall have no liability to Subtenant for Prime Landlord’s defaults. At Subtenant’s request, Sublandlord shall request that Prime Landlord cure any default caused by Prime Landlord. 8.4. Sublandlord represents and warrants that as of the date of this Sublease, (i) the Prime Lease is in full force and effect; (ii) to the best of Sublandlord’s actual knowledge there is no default by Prime Landlord or Sublandlord under the Prime Lease; (iii) there are no circumstances which, given notice or the passage of time or both, would constitute a default by Sublandlord under the Prime Lease; and (iv) that Sublandlord has the full right, power and authority to ~~Sublessor~~enter into this Sublease (subject to the consent of Prime Landlord). During the Sublease Term, Sublandlord shall not voluntarily do, or fail to do, anything which would constitute a default under the Prime Lease or permit the Prime Lease to be surrendered, cancelled or terminated for any reason, except in connection with a termination of this Sublease pursuant to Section 14 or pursuant to an express right of termination under the Prime Lease (such as casualty or condemnation).

Appears in 1 contract

Sources: Sublease Agreement (Volcano Corp)

Prime Lease. ~~Sublessor represents that a~~ A true and complete copy ~~-----------~~ of the Prime ~~Lease, as amended, supplemented and modified,~~ Lease (with certain financial provisions deleted for reasons of confidentiality) is attached hereto as Exhibit A A. Where not expressly inconsistent with the terms hereof and ~~Sublessee acknowledges receipt thereof. Sublessor represents and warrants that~~ except as otherwise stated herein to the ~~Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This~~ contrary, this Sublease is shall be subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime ~~Lease, except for~~ Lease as said terms and conditions affect the ~~provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3~~Subleased Premises, and ~~7.4 are incorporated herein as~~ all of the terms and conditions of the Prime Lease, except as otherwise set forth herein, are hereby incorporated into this Sublease (and shall be binding upon Subtenant with ~~each reference~~ respect to the Subleased Premises to the same extent as if Subtenant were named as tenant and Sublandlord as landlord under the Prime Lease. This Sublease is also subject and subordinate to any amendments and supplements to the Prime Lease hereafter entered into between Prime Landlord and Sublandlord, provided that any such amendment or supplement to the Prime Lease which would materially and adversely affect the use or occupancy by Subtenant of the Subleased Premises in accordance with the terms of this Sublease, increase the financial obligations of Subtenant, or decrease Subtenant’s rights under this Sublease, shall not be deemed incorporated herein and shall not be binding on Tenant or impact its rights hereunder without the express prior written consent of Subtenant. For purposes of this Sublease, references in the Prime Lease to ~~"Landlord" being deemed to refer to Sublessor~~ the “Term” shall mean the Term of this Sublease and ~~Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference~~ references to the ~~Premises being deemed to refer to~~ “Premises” in the Prime Lease shall mean the Subleased Premises~~); and all such provisions along with all~~ . Except as otherwise provided herein, when any fraction, factor or formula, which is based on the number of square feet leased, is expressed in the Prime Lease, it will be adjusted by substituting the number of square feet of the ~~provisions specifically set forth~~ Subleased Premises for the number of square feet of the Premises leased in ~~this Sublease~~the Prime Lease. Each party agrees that it shall not do or omit to do anything which would result in a default under the Prime Lease, ~~shall be~~ and each party agrees to indemnify and hold the ~~complete terms~~ other harmless from and ~~conditions of this Sublease. If Prime Lessor shall be in default~~ against all claims, demands or liabilities resulting from such party's breach, violation or nonperformance of any of its obligations under the Prime Lease, ~~Sublessee~~ as incorporated herein. With the exceptions set forth herein, Subtenant shall be entitled to all of the rights and ~~remedies against Prime Lessor which Sublessor would otherwise be entitled to~~ privileges of the Sublandlord as tenant under the terms of the Prime Lease ~~as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements~~ with respect to the Subleased Premises. Notwithstanding anything to the contrary in this Sublease, none of the provisions of the Prime Lease dealing with the following matters shall be applicable to Subtenant or be incorporated into this Sublease: (i) tenant improvements allowances, (ii) extensions of the term of the Prime Lease, (iii) rights of first refusals or options (iv) parking allocations (but Subtenant shall benefit from the allocations and associated rights set forth in this Sublease), and (v) any other matters that, in context, should not apply to the terms of this Sublease. Specifically, but without limiting the generality of the foregoing, the following provisions of the Prime Lease shall not be incorporated into this Sublease: Sections 9.3, 29.1(but such section shall be incorporated as it relates to the liability of Prime Landlord), 32.4, 51, 54, 55, 56, and 57. Sublandlord represents and warrants to Subtenant that, as of the date hereof, to ~~furnish any services to~~ the ~~Leased Premises~~actual knowledge of Sublandlord, ~~to repair or rebuild~~ (i) the ~~same~~Prime Lease is in full force and effect, ~~to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition~~ (ii) Sublandlord has neither given nor received a notice of a present default under the Prime Lease, ~~Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does~~ and (iii) Sublandlord is not ~~undertake the performance or observance~~ aware of ~~such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur~~ any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights present default under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to SublessorLease.

Appears in 1 contract

Sources: Sublease (Telenav, Inc.)

Prime Lease. ~~Sublessor represents that a~~ A true and complete copy ~~-----------~~ of the Prime ~~Lease, as amended, supplemented and modified,~~ Lease is attached hereto as Exhibit A B. Where not expressly inconsistent with the terms hereof and ~~Sublessee acknowledges receipt thereof. Sublessor represents and warrants that~~ except as otherwise stated herein to the ~~Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This~~ contrary, this Sublease is shall be subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except ~~for~~ as otherwise set forth herein. Where not expressly inconsistent with the ~~provisions~~ terms hereof or clearly applicable only to the original parties of ~~2.3~~the Prime Lease and except as otherwise stated herein to the contrary, ~~3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as~~ all such terms and conditions are hereby incorporated into this Sublease and shall be binding upon Subtenant with respect to the Subleased Premises to the same extent as if Subtenant were named as the “Tenant” and Sublandlord as the “Landlord” under the Prime Lease. For purposes of this ~~Sublease (with each reference~~ Sublease, references in the Prime Lease to ~~"Landlord" being deemed to refer to Sublessor~~ the “Term” shall mean the Term of this Sublease and ~~Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference~~ references to the ~~Premises being deemed to refer to~~ “Premises” in the Prime Lease shall mean the Subleased Premises); . Each party agrees that during the Term (as defined below) it shall not do or omit to do anything which would result in a default under the Prime Lease, and ~~all such provisions along~~ each party agrees to indemnify and hold the other and its officers, partners, employees and agents harmless from any claims, judgments, damages, fines, penalties, costs, liabilities (including sums paid in settlement of claims) or loss including attorney’s fees through the trial, appellate and administrative levels, consultants fees, and expert fees which arise during or after the Term in connection with ~~all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of~~ its obligations under the Prime Lease, ~~Sublessee~~ as incorporated herein; provided that the liability of the Subtenant under the foregoing indemnity shall only relate to Claims first arising after the Effective Date (as defined in Paragraph 5). With the exceptions set forth herein, Subtenant shall be entitled to all of the rights and ~~remedies against Prime Lessor which Sublessor would otherwise be entitled to~~ privileges of the Sublandlord as tenant under the terms of the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. ~~If any such action against~~ The following provisions of the Prime ~~Lessor in Sublessee's name~~ Lease shall not be ~~barred by reason of lack of privity~~incorporated into this Sublease: Lease Paragraphs 1d, ~~nonassignability or otherwise~~1e, ~~Sublessor~~ 1f, 1g, 1k, 1m, 1p, 1q, 1r, 1t, 4, 5, 10, 49, 53, 54, 55, 56, and Exhibits B and C. Lease Addendum Paragraphs 1, 2, and 4. Sublandlord shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur not do or suffer or permit anything to be done or suffered which would cause the Prime Lease to be terminated or forfeited by ~~reason~~ virtue of any ~~such action~~right of termination or forfeiture reserved or vested in the Prime Landlord thereunder, nor shall Sublandlord do or suffer or permit anything to be done or suffered which would cause the Sublandlord to be or become in default of any obligation under the Prime Lease. Notwithstanding anything contained herein to the contrary, Sublandlord shall not agree to an amendment or modification of the Prime Lease which may have a material adverse effect on Subtenant’s business or Subtenant’s intended use or purpose for the Subleased Premises or which significantly increases any of Subtenant’s obligations under this Sublease in a material adverse way, unless Sublandlord shall first obtain Subtenant’s prior written approval thereof, which approval may be withheld solely in the exercise of Subtenant’s good faith and ~~that copies of all papers, and notices of all proceedings, shall be given to Sublessor~~reasonable business judgment.

Appears in 1 contract

Sources: Sublease (Equinix Inc)

Prime Lease. ~~Sublessor represents that a true~~ Except as may be inconsistent with the terms of this Sublease, all terms, covenants, conditions, provisions and ~~complete copy -----------~~ agreements of the Prime ~~Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that~~ Lease shall be applicable to this Agreement with the ~~Prime Lease is in full~~ same force and effect as if Angeion were the Landlord and ~~Sublessor has no knowledge of any defaults~~ Subtenant were the Tenant under the Prime Lease. ~~This Sublease is subject~~ Subtenant shall keep and ~~subordinate to~~ perform promptly each of the terms, covenants, conditions, provisions and agreements of the Tenant under the Prime Lease, ~~all~~ except for those provisions which, under the terms of this Sublease, Angeion is to keep or perform. A default by Subtenant under the terms of the Prime Lease shall constitute a default by Subtenant under the terms ~~and conditions thereof and the performance by Prime Lessor~~ of ~~all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into~~this Sublease. ~~All terms contained~~ Notwithstanding anything in this Sublease ~~shall have~~ to the ~~same meanings and definitions ascribed~~ contrary, the only services or rights to ~~them in~~ which Subtenant is entitled pursuant to this Sublease are those to which Angeion is entitled under the Prime Lease, ~~unless~~ and for all such services and rights, Subtenant will look to Prime Landlord and Angeion hereby authorizes Subtenant to communicate directly with Prime Landlord regarding the same, provided, however, that Subtenant will provide Angeion with (a) a copy of any written notice Subtenant provides to Prime Landlord or which Prime Landlord provides to Subtenant, and (b) notice of any unwritten communication to or with Prime Landlord, each of which shall be provided no later than 24 hours following such ~~term~~ notice to or communication to or with Prime Landlord. Subtenant represents that it has read and is ~~expressly defined in this Sublease or~~ familiar with the ~~context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition~~ terms of the Prime Lease. In the event ~~of the termination of the Sublessor's interest as Sublessee under~~ (i) Prime Landlord requires Angeion to make application on Subtenant’s behalf with respect to any matter regarding the Prime Lease ~~for~~ and (ii) Angeion is provided with written notice of such requirement, Angeion shall use commercially reasonable efforts, at Subtenant’s expense, to make any ~~reason other than a default by Sublessor~~ such application. Angeion shall also use commercially reasonable efforts, at Subtenant’s expense, to join in any effort of Subtenant to enforce the terms of the Prime Lease against Prime Landlord to the extent the Prime Landlord is not performing an obligation under the Prime Lease which ~~occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor~~ Prime Landlord is obligated to ~~Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has~~ perform pursuant to the Prime Lease. ~~Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all~~ In the event Prime Landlord fails or refuses to comply with any of the terms of the Prime Lease affecting the Subleased Premises or the use or occupancy thereof by Subtenant, Subtenant may, to the extent permitted by applicable law, in its own name (and, if necessary, in the name of Angeion provided that Angeion has consented to the same, which consent Angeion will not unreasonably withhold or delay) compel performance by Prime Landlord of Prime Landlord’s obligations under the terms and provisions of ~~Sublessor as Tenant~~ the Prime Lease, and Angeion shall reasonably cooperate with Subtenant in connection therewith. Angeion shall, if requested in writing by Subtenant, commence legal proceedings, with counsel reasonably acceptable to Subtenant, against Prime Landlord to compel Prime Landlord to perform under the Prime Lease~~, to the extent that such terms and conditions are applicable to the Subleased Premises~~. Subtenant shall reimburse Angeion for all reasonable costs, including ~~without limitation thereto payment~~ reasonable attorneys’ fees, that Angeion incurs, if (i) Angeion commences legal proceedings for the benefit of Subtenant under this Sublease; or (ii) Angeion commences any legal proceeding in the ~~case~~ name of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to SublessorAngeion.

Appears in 1 contract

Sources: Sublease Agreement (Angeion Corp/Mn)

Prime Lease. Sublessor represents that a true and complete copy ----------- of the Prime Lease, as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. (a) This Sublease is subject ~~and subordinate~~ to ~~the Prime Lease, all of~~ the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. ~~In the event~~ Subtenant shall keep and perform promptly each of the ~~termination~~ terms, covenants, conditions, provisions and agreements of the ~~Sublessor's interest as Sublessee~~ Tenant under the Prime Lease ~~for any reason other than a default by Sublessor~~ insofar as they are applicable to the use and occupancy of the Premises. Notwithstanding anything in this Sublease to the contrary, the only services or rights to which Subtenant is entitled pursuant to this Sublease are those to which CPi is entitled under the Prime ~~Lease~~ Lease, and for all such services and rights, Subtenant will look to Prime Landlord, provided, however, that Subtenant will provide CPi with (a) a copy of any written notice Subtenant provides to Prime Landlord or which ~~occurs for~~ Prime Landlord provides to Subtenant pertaining to Subtenants use or occupancy of the Premises, and (b) notice of any ~~reason other~~ material unwritten communication to or with prime Landlord pertaining to Subtenants use or occupancy of the Premises, each of which shall be provided no later than ~~a breach~~ 24 hours following such notice to communication to or ~~a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability~~ with Prime Landlord. Subtenant represents that it has read and is familiar with the terms of ~~Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to~~ the Prime Lease. (b) The following provisions of the Prime Lease are incorporated herein and made a part of this Lease. Except as specifically ~~exempted as provided below~~ mentioned, for purposes of incorporation herein, references in ~~this ▇▇▇▇▇▇▇▇▇ ▇~~the indicated provisions to Lessor shall refer to CPi, ~~▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease,~~ references to the extent that such terms and conditions are applicable to the Subleased Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations Tenant shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the ~~Subleased~~ Subtenant, and references to the Leased Premises shall refer to the Premises); . (i) Article VI, Section 1. (ii) Article VIII, Section 2, except that wherever consent is required, the consent of both Prime Landlord and ~~all such provisions along with all~~ CPi must be obtained. (iii) Article IX, Section 1, except the last sentence thereof and except that wherever consent is required, the consent of both Prime Landlord and CPi must be obtained, and the ~~provisions specifically set forth in this Sublease~~date "April 5, 1994," shall be amended to read "the ~~complete terms and conditions~~ Commencement Date of this Sublease~~. If Prime~~ .". (iv) Article X, Section 3. (v) Article XIII, Section 1, except that references to Lessor shall ~~be in default of any of its obligations under~~ include both the Prime ~~Lease~~Landlord and CPi, ~~Sublessee~~ and without limiting the generality of the language contained in Article XIII, CPi shall ~~be entitled to~~ at all ~~rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however,~~ times have access to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to boiler room located in the Premises ~~or the Subleased Premises or~~ and designated as such on Exhibit B. (vi) Article XIV, except that Subtenant's indemnity shall extend to ~~perform any obligation or satisfy any condition under the~~ both Prime ~~Lease~~Landlord and CPi. (vii) Article XV, ~~Sublessee expressly acknowledges~~ except that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Subtenant's waiver shall benefit both Prime ~~Lessor's performance for Sublessee's benefit~~ Landlord and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of any such action, and that copies of all papers, and notices of all proceedings, shall be given to SublessorCPi. (viii) Article XX. (ix) Article XXI. (x) Article XXII. (xi) Article XXIII. (xii) Article XXX. (xiii) Article XXXI. (xiv) Article XXXIII.

Appears in 1 contract

Sources: Sublease Agreement (Lightning Rod Software Inc)

Prime Lease. ~~Sublessor represents~~ (a) SpectraSite covenants that it shall not commit any act which would result in a ~~true~~ default or nonconformance of the Prime Lease. The SLA shall be subject to the continued existence and ~~complete copy -----------~~ enforceability of the Prime Lease, ~~as amended~~provided, ~~supplemented and modified~~however, ~~is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge~~ any termination or expiration of any defaults under the Prime Lease. This Sublease is subject and subordinate to the Prime Lease, all of the terms and conditions thereof and the performance by Prime Lessor of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs ~~for~~ as a result of any ~~reason other than a breach~~ default or ~~a default~~ non-conformance by ~~Sublessee~~ SpectraSite under ~~this Sublease, then this Sublease shall terminate coincidentally therewith without any liability~~ the terms of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, without the prior written consent of Tritel, shall be construed as an event of default under the terms of the applicable SLA. SpectraSite shall not elect not to renew any Prime Lease and the ~~extent that such~~ failure to renew any Prime Lease shall be construed as an event of default under the terms of the applicable SLA unless SpectraSite either: (1) provides to Tritel an attornment and ~~conditions are applicable~~ non-disturbance agreement in a form reasonably acceptable to ~~the Subleased Premises~~Tritel and SpectraSite, ~~including without limitation thereto payment (or in the case~~ and provides to Tritel written notice of ~~payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under~~ its decision not to renew the Prime Lease ~~with respect~~ at lease sixty (60) days prior to the ~~Subleased Premises only. Sublessee~~date that SpectraSite must provide the Prime Lessor notice of its intent not to renew the Prime Lease; or (2) provides Tritel with the option, which may be exercised in Tritel's ~~performance and observance~~ sole discretion to receive an assignment of ~~all such obligations shall be effected so that, whenever time periods are specified in~~ the Prime Lease ~~for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior~~ and further provided that SpectraSite provides sufficient evidence to ~~such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all~~ Tritel that the assignment of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of any of its obligations under the Prime Lease, Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to under the Prime Lease as a result of such default; subject, however, to the following provisions and procedures: Insofar as Prime Lessor Tritel is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's namepermitted; provided, however, that ~~Sublessee~~ in the event that Tritel elects not to receive such an assignment pursuant to Section 3.7(a)(2) because there is a material defect in such Site which Tritel believes in its reasonable opinion would impose a liability on Tritel other than those obligations for payment of rent, insurance and taxes imposed by the Prime Lease and such liability would, in the reasonable opinion of Tritel exceed the amount of Twenty Thousand and No/100 Dollars ($20,000.00), then SpectraSite's failure to renew the Prime Lease shall ~~indemnify, defend and hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason of~~ constitute a default under the applicable SLA. In either event any such ~~action~~non-renewal of the Prime Lease shall not constitute an Event of Default under the term of the Applicable SLA, ~~and~~ provided however, that ~~copies~~ Tritel's election not to receive an assignment of ~~all papers~~the Prime Lease shall not waive any default created by SpectraSite's failure to renew the Prime Lease. (b) In the event that the Prime Lease requires the Prime Lessor to consent to the making of the applicable SLA, ~~and notices of all proceedings,~~ it shall be ~~given~~ a condition precedent to ~~Sublessor~~the effectiveness of the SLA that SpectraSite obtains such consent. The form and content of such consent shall be subject to Tritel's approval, not to be unreasonably withheld, delayed or conditioned. (c) In the event that SpectraSite loses its possessory right to a Site because of a termination or expiration of a Prime Lease, SpectraSite hereby grants to Tritel the option to purchase the Tower Facilities on the applicable Site (and any accessories, accessions, attachments, fixtures or other equipment in connection therewith, etc., including without limitation storage buildings and fences) for the fair market value of the Tower Facilities (and such accessories, accessions, attachments, fixtures, equipment, etc.). (d) SpectraSite agrees to exercise its best efforts to deliver a non-disturbance and attornment agreement with the landlord under the Prime Lease for Tritel's continued possession of the Premises under the applicable SLA and/or the assumption of the Prime Lease by Tritel and/or assignment of the Prime Lease to Tritel in the event that SpectraSite elects to terminate the Prime Lease. Tritel acknowledges and agrees that the language provided in paragraph 5 of the Estoppel Certificate attached hereto as Attachment "III" will be sufficient to comply with the requirements of this provision. This provision shall not imply that Tritel consents to the expiration or termination of the Prime Lease by SpectraSite.

Appears in 1 contract

Sources: Master Build to Suit and Lease Agreement (Tritel Finance Inc)

Prime Lease. ~~Sublessor represents that a true~~ 2.1 This Sublease and ~~complete copy -----------~~ Sublessee's use of the ~~Prime Lease~~Sublet Premises is and, ~~as amended~~at all times shall be, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults under the Prime Lease. This Sublease is subject and ~~subordinate~~ subordinate, in all respects, to ~~the Prime Lease, all of~~ the terms and conditions ~~thereof and the performance by Prime Lessor~~ of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such term is expressly defined in this Sublease or the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition of the Prime Lease. In the event of the termination of the Sublessor's interest as Sublessee under the Prime Lease for any reason other than a default by Sublessor under the Prime Lease which occurs for any reason other than a breach or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as otherwise specifically ~~exempted as~~ provided ~~below in this ▇▇▇▇▇▇▇▇▇ ▇~~herein, ~~▇▇▇▇▇▇▇▇▇ shall assume, perform~~ the Sublet Premises are hereby leased pursuant to the terms and ~~observe all~~ conditions of the ~~obligations~~ Prime Lease and Sublessee hereby covenants and agrees to keep and perform each and every covenant, term and condition of Sublessor ~~as Tenant~~ under the Prime Lease, which relate to the ~~extent that such terms and conditions are applicable to the Subleased~~ Sublet Premises, including without limitation thereto payment (or in the case of payment in the first instance by Sublessor, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for Sublessor's compliance as Tenant thereunder, Sublessee shall have so complied on or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the ~~provisions~~ payment of ~~2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein~~ base rent as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in ~~this Sublease, shall~~ Section 3(a) and (b) of the Prime Lease. Sublessee hereby covenants and agrees not to take or cause any act to be ~~the complete terms and conditions of this Sublease. If Prime Lessor shall be in~~ taken that will constitute a default ~~of any of its obligations~~ under the Prime Lease~~, Sublessee~~ . Sublessor shall ~~be entitled to~~ have all the rights and ~~remedies against Prime Lessor which Sublessor would otherwise be entitled to~~ benefits of the Landlord under the Prime Lease as ~~a result of such default; subject, however,~~ the same relates to the ~~following provisions~~ Sublet Premises and ~~procedures: Insofar~~ Sublessee and Sublessee shall have all the rights, benefits and obligations of the of Sublessor, as tenant tinder the Prime ~~Lessor is or may be obligated to construct or make any alterations or improvements~~ Lease as same relates to the ~~Subleased~~ Sublet Premises. Any consent or approval relating to the Sublet Premises required of Landlord under Prime Lease shall also require the consent or approval of Sublessor, which consent or approval of Sublessor shall, except as otherwise provided herein, not be unreasonably withheld or delayed. 2.2 Notwithstanding any contrary provision contained herein, the Prime Lease shall not apply to this Sublease and, Sublessee shall have no rights or obligations thereunder. 2.3 Sub shall look solely to Landlord for performance of all obligations and the rendition of all services which are the obligations of Landlord under the Prime Lease and Sublessor shall not be responsible therefor. Failure by Landlord to furnish any services or any cessation thereof, shall not render Sublessor liable in any respect for damages to ~~the Leased Premises~~either person or property, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, Sublessee expressly acknowledges that notwithstanding anything to the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance nor be construed as an eviction of such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights under the Prime Lease shall be and hereby are conferred upon and assigned to Sublessee. Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit nor entitle Sublessee to ~~take such action in Sublessor's name; provided~~an abatement of the Rent (defined below) payable hereunder, ~~however, that~~ nor relieve Sublessee ~~shall indemnify, defend and hold Sublessor harmless~~ from ~~and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason~~ fulfillment of any ~~such action, and that copies of all papers, and notices of all proceedings, shall be given to Sublessor~~covenant or agreement hereof.

Appears in 1 contract

Sources: Sublease Agreement (Critical Home Care Inc)

Prime Lease. ~~Sublessor represents that a true~~ This Sublease is made specifically subject to the terms and ~~complete copy -----------~~ provisions of the Prime Lease, . Nothing herein contained is intended or shall be construed to grant Subtenant any rights with respect to the leased premises in excess of Sublessor's rights as amended, supplemented and modified, is attached hereto as Exhibit A and Sublessee acknowledges receipt thereof. Sublessor represents and warrants that the Prime Lease is in full force and effect and Sublessor has no knowledge of any defaults lessee under the Prime Lease. ~~This Sublease is subject~~ During the term hereof, Subtenant shall observe and ~~subordinate~~ perform all terms, covenants and conditions of the Prime Lease which are to be observed or performed on the part of the lessee thereunder, unless specifically stated otherwise under this Sublease. Subtenant shall indemnify and hold Sublessor harmless from and against all claims, damages, costs and expenses (including reasonable attorneys' fees) in respect to the ~~Prime Lease, all of the terms and conditions thereof and the~~ non-observance or non-performance by ~~Prime Lessor~~ Subtenant of all of its obligations thereunder, and to the extent approved by Sublessee, which approval will not be unreasonably withheld, all amendments and supplements hereafter entered into. All terms contained in this Sublease shall have the same meanings and definitions ascribed to them in the Prime Lease, unless any such ~~term is expressly defined in this Sublease~~ terms or ~~the context requires otherwise. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which violates any term or condition~~ conditions of the Prime Lease. In Further, Subtenant shall neither do nor permit anything to the ~~event~~ done which would cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Landlord, except for the termination of the ~~Sublessor's interest as Sublessee under~~ Prime Lease by Prime Landlord not caused by the default of Subtenant, and Subtenant shall indemnify and hold Sublessor harmless from and against all claims, damages, costs and expenses (including reasonable attorneys' fees) of any kind whatsoever, by reason of any breach or default on the part of Subtenant by reason of which the Prime Lease may be terminated or forfeited. Sublessor covenants that Subtenant shall peacefully hold and enjoy the leased premises during the term of this Sublease for ~~any reason other than a default by Sublessor under~~ so long as the Subtenant perrorms its agreements hereunder and so long as the Prime Lease ~~which occurs for~~ is not terminated by reason of matters or events outside of Sublessor' 5 control. Sublessor shall hold harmless and indemnify Subtenant from and against any ~~reason other than a breach~~ and all claims, damages or a default by Sublessee under this Sublease, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. Sublessee shall only have such rights with respect to the Leased Premises which Sublessor has pursuant to the Prime Lease. Except as specifically exempted as provided below in this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall assume, perform and observe all of the obligations of Sublessor as Tenant under the Prime Lease, to the extent that such terms and conditions are applicable to the Subleased Premisesloss, including ~~without limitation thereto payment (or in the case of payment in the first instance by Sublessor~~reasonable attorneys' fees, reimbursement of Sublessor for payment) of all rent which becomes due under the Prime Lease with respect to the Subleased Premises only. Sublessee's performance and observance of all such obligations shall be effected so that, whenever time periods are specified in the Prime Lease for arising from Sublessor's ~~compliance as Tenant thereunder, Sublessee shall have so complied on~~ failure to observe any terms or prior to such date, unless otherwise specifically provided herein. Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Prime Lease, except for the provisions of 2.3, 3.3, 5.4, 6.17, 7.1, 7.2, 7.3, and 7.4 are incorporated herein as terms and conditions of this Sublease (with each reference in the Prime Lease to "Landlord" being deemed to refer to Sublessor and Prime Lessor, with each reference to "Tenant" therein being deemed to refer to Sublessee and with each reference to the Premises being deemed to refer to the Subleased Premises); and all such provisions along with all of the provisions specifically set forth in this Sublease, shall be the complete terms and conditions of this Sublease. If Prime Lessor shall be in default of perform any of its obligations under the Prime Lease, ~~Sublessee shall be entitled to all rights and remedies against Prime Lessor which Sublessor would otherwise be entitled to~~ other than those obligations under the Prime Lease that are to be performed by Subtenant as provided under this Sublease. Sublessor shall give to Subtenant, and Subtenant shall give to Sublessor, a ~~result~~ copy of ~~such default; subject, however,~~ any notice received from Prime Landlord relating to the following provisions and procedures: Insofar as Prime Lessor is or may be obligated to construct or make any alterations or improvements to the Subleased Premises, to furnish any services to the Leased Premises, to repair or rebuild the same, to insure the Subleased Premises, to perform any other act whatsoever with respect to the Premises or the Subleased Premises or to perform any obligation or satisfy any condition under the Prime Lease, ~~Sublessee expressly acknowledges that notwithstanding anything~~ and in the event the party who has the responsibility under this Sublease to ~~the contrary provided in this Paragraph 5, Sublessor does not undertake the performance or observance of~~ cure such obligations, but is only obligated to use reasonable efforts to obtain Prime Lessor's performance for Sublessee's benefit and without obligating itself to institute legal action or incur any out of pocket expense. If after receipt of written request from Sublessee, Sublessor fails or refuses to take appropriate action for the enforcement of Sublessor's rights against Prime Lessor with respect to the Leased Premises, Sublessee shall have the right to take such action in Sublessee's own name and for that purpose and only to such extent, Sublessor's rights default under the Prime Lease fails to do so, the other party shall be have the right, but not the obligation, to cure such default and ~~hereby are conferred upon~~ to seek reimbursement from the defaulting party for any and ~~assigned~~ all costs and expenses, including reasonable attorneys' fees, incurred in curing such default. Sublessor agrees to ~~Sublessee. Sublessee shall be subrogated~~ cooperate and respond reasonably as to ~~such rights~~ any request from Subtenant for assistance in dealing with Prime Landlord to secure for Subtenant the extent that the same shall apply to the Subleased Premises. If any such action against Prime Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessor shall permit Sublessee to take such action in Sublessor's name; provided, however, that Sublessee shall indemnify, defend enjoyment and ~~hold Sublessor harmless from and against all liability, expense, loss or damage which Sublessor may incur or suffer by reason~~ realization of any ~~such action,~~ and ~~that copies~~ all of ~~all papers,~~ the rights and ~~notices~~ privileges of ~~all proceedings, shall~~ Sublessor under the Prime Lease to which Subtenant may be ~~given to Sublessor~~entitled under this Sublease.

Appears in 1 contract

Sources: Sublease (Comsouth Bankshares Inc)

Common use of Prime Lease Clause in Contracts