Prime Lease. (a) This Sublease is subject and subordinate to the terms and conditions of the Prime Lease. The provisions of the Prime Lease pertaining to the Subleased Premises are incorporated by this reference into this Sublease as fully as if completely restated herein, provided that some of the provisions of the Prime Lease are specifically incorporated as modified herein or subject to specific terms and conditions as stated in this Sublease. Notwithstanding the foregoing, the following sections or provisions of the Prime Lease are not incorporated herein and do not form a part of this Sublease except to the extent that they are expressly identified and addressed in this Sublease: (i) any provisions that are superseded by or in direct conflict with the provisions of this Sublease; (ii) any right to assign the Prime Lease or sublet the Subleased Premises or to enter into any license or concession agreement or otherwise permit the occupancy or use of the Subleased Premises by any persons other than Subtenant and its employees; (iii) any right to make alterations and additions to the Subleased Premises; (iv) any of the terms of the following Articles, Sections and Amendments to the Prime Lease: Summary of Basic Lease Information Sections 2.2, 3, 4, 6, 8 and 13, Section 1.2 (Verification of Rentable Square Feet of Premises and Building), Article 2 (Term), Article 3 (Base Rent), Article 4 (Additional Rent), Section 6.1 (Standard Tenant Services), Article 7 (Repairs), Section 8.5 (Landlord’s Property), Section 10.7 (Landlord’s Insurance), Article 14 (Assignment and Subletting), Section 15.2 (Removal of Tenant Property by Tenant), Article 16 (Holding Over), Article 20 (Covenant of Quiet Enjoyment), Article 21 (Security Deposit; Letter of Credit), Article 22 (Telecommunications Equipment), Article 23 (Signs), Section 29.13 (Landlord Exculpation), Section 29.33.4 (Pre-Existing Hazardous Materials), Section 29.35 (Tenant Right of First Offer to Purchase Building), Section 29.36 (Successful IPO Condition Precedent), Section 29.37 (Building B Lease), Exhibit B (Tenant Work Letter), Exhibit G (Form of Letter of Credit), and the First Amendment to Lease, the Second Amendment to Office Lease, and the Third Amendment to Office Lease; and (v) any right of cancellation or termination of the Prime Lease or obligation on the part of Tenant to rebuild arising from any provision relating to fire, casualty or condemnation (i.e., Articles 11 and 13 of the Prime Lease). (b) All of the obligations of Tenant under the Prime Lease shall, to the extent that they apply to the Subleased Premises and except as otherwise provided herein, be binding upon Subtenant. All terms used herein with initial capital letters that are not specifically defined herein shall have the same meanings attributed to those terms in the Prime Lease provided that the same are not in conflict with the terms and provisions of this Sublease. (c) For purposes of this Sublease, and unless otherwise specifically stated herein, wherever in those portions of the Prime Lease incorporated herein the words: (1) “Landlord” or “Lessor” are used, it shall mean Tenant; (2) “Tenant” or “Lessee” are used, it shall mean Subtenant; and (3) “Premises” or similar words are used, it and they shall mean the Subleased Premises.
Appears in 1 contract
Samples: Sublease Agreement (Verenium Corp)
Prime Lease. 2.2.1 Sublessor hereby represents and warrants that: (ai) This Sublessor is the tenant under the Prime Lease and has the full right to enter into this Sublease (subject, however, to Prime Lessor’s consent); (ii) the Prime Lease is subject in full force and subordinate effect and, to the best of Sublessor’s actual knowledge, Sublessor is not in default thereunder; (iii) Sublessor has not received from Prime Lessor any written notice of any default on the part of Sublessor as tenant under the Prime Lease which has not been cured, nor has Sublessor given Prime Lessor written notice of any default on the part of Prime Lessor as landlord under the Prime Lease which has not been cured; and (iv) a true and complete copy of the Prime Lease with certain redactions is attached hereto as Exhibit B. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also represents and warrants that it is satisfied with the present condition of the Premises (which Sublessee takes “as is” as of the date the Sublessee’s last inspection of the Premises, to wit, May 5, 2021, reasonable wear and tear excepted, without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use and without any obligation of any kind on Sublessor to make any repairs or improvements thereto in connection with Sublessee’s occupancy) and with Sublessee’s ability to use the Premises on the terms herein set forth. Notwithstanding anything in the immediately forgoing sentence to the contrary, to the best of Sublessor’s actual knowledge without having undertaken any independent investigation, Sublessor confirms that the Building systems and conditions equipment that are the responsibility of the tenant under Section 9.01 of the Prime Lease to maintain and repair shall be in good working order and condition as of the Commencement Date.
2.2.2 The Prime Lease is by this reference incorporated into and made a part hereof, except that
(i) all references in the Prime Lease to “Landlord”, “Tenant”, “Lease”, “Relocation Premises”, “Term” (or “Relocation Term”), and “Tenant’s Proportionate Share”, respectively, shall be deemed to refer to Sublessor, Sublessee, this Sublease, the Premises subleased hereunder, the Sublease Term, and Sublessee’s Share, respectively, except for all such references in the following sections and/or provisions of the Prime Lease. The provisions of the Prime Lease pertaining to the Subleased Premises are incorporated by this reference into this Sublease as fully as if completely restated herein, provided that some of the provisions of the Prime Lease are specifically incorporated as modified herein or subject to specific terms and conditions as stated in this Sublease. Notwithstanding the foregoing, the following sections or provisions of the Prime Lease are not incorporated herein and do not form a part of this Sublease except to the extent that they are expressly identified and addressed in this Sublease: (i) any provisions that are superseded by or in direct conflict with the provisions of this Sublease; (ii) any right to assign the Prime Lease or sublet the Subleased Premises or to enter into any license or concession agreement or otherwise permit the occupancy or use of the Subleased Premises by any persons other than Subtenant and its employees; (iii) any right to make alterations and additions to the Subleased Premises; (iv) any of the terms of the following Articles, Sections and Amendments to the Prime Lease: Summary of Basic Lease Information Sections 2.2, 3, 4, 6, 8 and 13, Section 1.2 (Verification of Rentable Square Feet of Premises and Building), Article 2 (Term), Article 3 (Base Rent), Article 4 (Additional Rent), Section 6.1 (Standard Tenant Services), Article 7 (Repairs), Section 8.5 (Landlord’s Property), Section 10.7 (Landlord’s Insurance), Article 14 (Assignment and Subletting), Section 15.2 (Removal of Tenant Property by Tenant), Article 16 (Holding Over), Article 20 (Covenant of Quiet Enjoyment), Article 21 (Security Deposit; Letter of Credit), Article 22 (Telecommunications Equipment), Article 23 (Signs), Section 29.13 (Landlord Exculpation), Section 29.33.4 (Pre-Existing Hazardous Materials), Section 29.35 (Tenant Right of First Offer to Purchase Building), Section 29.36 (Successful IPO Condition Precedent), Section 29.37 (Building B Lease), Exhibit B (Tenant Work Letter), Exhibit G (Form of Letter of Credit), and the First Amendment to Lease, the Second Amendment to Office Lease, and the Third Amendment to Office Lease; and (v) any right of cancellation or termination of the Prime Lease or obligation on the part of Tenant to rebuild arising from any provision relating to fire, casualty or condemnation (i.e., Articles 11 and 13 of the Prime Lease).
(b) All of the obligations of Tenant under the Prime Lease shall, to the extent that they apply to the Subleased Premises and except as otherwise provided herein, be binding upon Subtenant. All terms used herein with initial capital letters that are not specifically defined herein shall have the same meanings attributed to those terms in the Prime Lease provided that the same are not in conflict with the terms and provisions of this Sublease.
(c) For purposes of this Sublease, and unless otherwise specifically stated herein, wherever in those portions of the Prime Lease incorporated herein the words: (1) “Landlord” or “Lessor” are used, it shall mean Tenant; (2) “Tenant” or “Lessee” are used, it shall mean Subtenant; and (3) “Premises” or similar words are used, it and they shall mean the Subleased Premises.which
Appears in 1 contract
Samples: Sublease (Adicet Bio, Inc.)
Prime Lease. (a) True, accurate and complete copies of the Prime Lease and the Sublease have been given by Sub-Sublessor and have been reviewed by Sub-Sublessee and Sub-Sublessee acknowledges it is familiar with the terms thereof This Sub-Sublease is subject and subordinate to the Prime Lease and the Sublease. Except as may be inconsistent, inapplicable or inappropriate with the terms hereof or as otherwise expressly provided herein, all the terms, covenants and conditions in the Prime Lease and the Sublease contained shall be applicable to this Sub-Sublease and shall be deemed incorporated herein, with the same force and effect (unless the context of the Prime Lease and/or the Sublease otherwise requires) as if Sub-Sublessor were the "Landlord" under the Prime Lease and/or the "Sublessor" under the Sublease, SubSublessee were the "Tenant" under the Prime Lease and/or the "Sublessee" under the Sublease, the Leased Premises was the "Premises" referred to in the Prime Lease and/or the "Leased Premises referred to in the Sublease, and as if references in the Prime Lease to "Lease" and/or references in the Sublease to "Sublease" meant this Sub-Sublease. The following provisions are hereby expressly excluded from this Sub-Sublease:
(a) the following provisions of the Prime Lease. The provisions of the Prime Lease pertaining to the Subleased Premises are incorporated by this reference into this Sublease as fully as if completely restated herein: Sections 2.01, provided that some of the provisions of the Prime Lease are specifically incorporated as modified herein or subject to specific terms and conditions as stated in this Sublease. Notwithstanding the foregoing3.01, 3.02, Article 7, the following sections or provisions final two sentences of the Prime Lease are not incorporated herein and do not form a part of this Sublease except to the extent that they are expressly identified and addressed in this Sublease: (i) any provisions that are superseded by or in direct conflict with the provisions of this Sublease; (ii) any right to assign the Prime Lease or sublet the Subleased Premises or to enter into any license or concession agreement or otherwise permit the occupancy or use of the Subleased Premises by any persons other than Subtenant and its employees; (iii) any right to make alterations and additions to the Subleased Premises; (iv) any of the terms of the following Articles, Sections and Amendments to the Prime Lease: Summary of Basic Lease Information Sections 2.2, 3, 4, 6, 8 and 13Section 9.01(A), Section 1.2 (Verification of Rentable Square Feet of Premises and Building9.01(B), Article 2 (Term), Article 3 (Base Rent), Article 4 (Additional Rent), Section 6.1 (Standard Tenant Services), Article 7 (Repairs), Section 8.5 (Landlord’s Property), Section 10.7 (Landlord’s Insurance), Article 14 (Assignment 35 and Subletting), Section 15.2 (Removal of Tenant Property by Tenant), Article 16 (Holding Over), Article 20 (Covenant of Quiet Enjoyment), Article 21 (Security DepositExhibit C; Letter of Credit), Article 22 (Telecommunications Equipment), Article 23 (Signs), Section 29.13 (Landlord Exculpation), Section 29.33.4 (Pre-Existing Hazardous Materials), Section 29.35 (Tenant Right of First Offer to Purchase Building), Section 29.36 (Successful IPO Condition Precedent), Section 29.37 (Building B Lease), Exhibit B (Tenant Work Letter), Exhibit G (Form of Letter of Credit), and the First Amendment to Lease, the Second Amendment to Office Lease, and the Third Amendment to Office Lease; and (v) any right of cancellation or termination of the Prime Lease or obligation on the part of Tenant to rebuild arising from any provision relating to fire, casualty or condemnation (i.e., Articles 11 and 13 of the Prime Lease).and
(b) All the following provisions of the obligations of Tenant under the Prime Lease shallSublease: Section 2, to the extent that they apply to the Subleased Premises Section 3, Section 6, Section 14 and except as otherwise provided herein, be binding upon Subtenant. All terms used herein with initial capital letters that are not specifically defined herein shall have the same meanings attributed to those terms in the Prime Lease provided that the same are not in conflict with the terms and provisions of this SubleaseSection 21(b).
(c) For purposes of this Sublease, and unless otherwise specifically stated herein, wherever in those portions of the Prime Lease incorporated herein the words: (1) “Landlord” or “Lessor” are used, it shall mean Tenant; (2) “Tenant” or “Lessee” are used, it shall mean Subtenant; and (3) “Premises” or similar words are used, it and they shall mean the Subleased Premises.
Appears in 1 contract
Samples: Sub Sublease (Cygne Designs Inc)
Prime Lease. 2.2.1 Sublessor hereby represents and warrants that: (i) Sublessor is the tenant under the Prime Lease and has the full right to enter into this Sublease (subject to Prime Lessor’s consent); (ii) the Prime Lease is in full force and effect; (iii) Sublessor does not have any actual knowledge, without a duty to investigate, of any default by Sublessor under the Prime Lease and has not received from Prime Lessor any written notice of any default on the part of Sublessor as tenant under the Prime Lease which has not been cured, nor has Sublessor given Prime Lessor written notice of any default on the part of Prime Lessor as landlord under the Prime Lease which has not been cured; and (iv) a true and complete copy of the Prime Lease with certain redactions is attached hereto as Exhibit B. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee also represents and warrants that it is satisfied with the present condition of the Premises, which Sublessee takes in “as is” “where is” condition as of the Commencement Date, with the furniture and equipment identified on Exhibit C attached hereto, without any representation or warranty by Sublessor regarding the condition of the Premises or the fitness of the Premises for any particular use, without any obligation of any kind on Sublessor to make any repairs or improvements thereto in connection with Sublessee’s occupancy) and without any representation or warranty by Sublessor regarding Sublessee’s ability to use the Premises on the terms herein set forth; provided that Sublessor represents to its actual knowledge and without a duty to investigate, that: (a) This Sublease is subject the Premises are not in violation of any applicable laws, and subordinate (b) there are no damages or defects with respect to the terms Premises that would not be discoverable during a visual inspection.
2.2.2 The Prime Lease is by this reference incorporated into and conditions of made a part hereof, except that
(i) all references in the Prime Lease to “Landlord”, “Tenant”, “Lease. The ”, “‘Term’ or ‘Initial Term’”, “Tenant’s Parking Allocation”, “Tenant’s Share of Operating Expenses”, “Tenant’s Share of Taxes”, “Fixed Rent”, “Permitted Use”, and “Demised Premises”, respectively, shall be deemed to refer to Sublessor, Sublessee, this Sublease, the Sublease Term, Sublessee’s Parking Allocation, Sublessee’s Sublease Share of Operating Expenses, Sublessee’s Sublease Share of Taxes, Base Rent, Permitted Use, and the Premises subleased hereunder, respectively, except that all references in the following sections and/or provisions of the Prime Lease pertaining to “Landlord”, “Tenant”, “Lease”, and “Premises”, respectively, shall be deemed to refer to “Prime Lessor”, “Sublessee”, this “Sublease” and the “Premises subleased hereunder”, respectively (i.e., it is the intention of the parties that Prime Lessor shall retain all of its rights and obligations under such sections and/or provisions; that Sublessor shall not be entitled to exercise any of Prime Lessor’s rights, nor shall Sublessor be bound by any of Prime Lessor’s obligations, under such sections and/or provisions; and that Sublessee shall be entitled to exercise all of Tenant’s rights (with respect to the Subleased Premises are incorporated by this reference into this Sublease as fully as if completely restated herein, provided that some of the provisions of the Prime Lease are specifically incorporated as modified herein or subject to specific terms and conditions as stated in this Sublease. Notwithstanding the foregoing, the following sections or provisions of the Prime Lease are not incorporated herein and do not form a part of this Sublease except to the extent that they are expressly identified and addressed in this Sublease: (i) any provisions that are superseded by or in direct conflict with the provisions of this Sublease; (ii) any right to assign the Prime Lease or sublet the Subleased Premises or to enter into any license or concession agreement or otherwise permit the occupancy or use of the Subleased Premises by any persons other than Subtenant and its employees; (iii) any right to make alterations and additions to the Subleased Premises; (iv) any of the terms of the following Articles, Sections and Amendments to the Prime Lease: Summary of Basic Lease Information Sections 2.2, 3, 4, 6, 8 and 13, Section 1.2 (Verification of Rentable Square Feet of Premises and Building), Article 2 (Term), Article 3 (Base Rent), Article 4 (Additional Rent), Section 6.1 (Standard Tenant Services), Article 7 (Repairs), Section 8.5 (Landlord’s Property), Section 10.7 (Landlord’s Insurance), Article 14 (Assignment and Subletting), Section 15.2 (Removal of Tenant Property by Tenant), Article 16 (Holding Over), Article 20 (Covenant of Quiet Enjoyment), Article 21 (Security Deposit; Letter of Credit), Article 22 (Telecommunications Equipment), Article 23 (Signs), Section 29.13 (Landlord Exculpation), Section 29.33.4 (Pre-Existing Hazardous Materials), Section 29.35 (Tenant Right of First Offer to Purchase Building), Section 29.36 (Successful IPO Condition Precedent), Section 29.37 (Building B Lease), Exhibit B (Tenant Work Letter), Exhibit G (Form of Letter of Credit), and the First Amendment to Leaseshall be bound by all of Tenant’s obligations, the Second Amendment to Office Lease, and the Third Amendment to Office Lease; and (v) any right of cancellation or termination of the Prime Lease or obligation on the part of Tenant to rebuild arising from any provision relating to fire, casualty or condemnation (i.e., Articles 11 and 13 of the Prime Lease).
(b) All of the obligations of Tenant under the Prime Lease shall, to the extent that they apply to the Subleased Premises and except as otherwise provided herein, be binding upon Subtenant. All terms used herein with initial capital letters that are not specifically defined herein shall have the same meanings attributed to those terms in the Prime Lease provided that the same are not in conflict with the terms and provisions of this Sublease.
(c) For purposes of this Sublease, and unless otherwise specifically stated herein, wherever in those portions of the Prime Lease incorporated herein the words: (1) “Landlord” or “Lessor” are used, it shall mean Tenant; (2) “Tenant” or “Lessee” are used, it shall mean Subtenant; and (3) “Premises” or similar words are used, it and they shall mean the Subleased Premises.such sections and/or provisions):
Appears in 1 contract
Samples: Sublease (Bluebird Bio, Inc.)
Prime Lease. 2.2.1 Sublessor hereby represents and warrants that: (a) This Sublease Sublessor is subject Tenant under the Prime Lease; (b) the Prime Lease is in full force and subordinate effect, Sublessor has submitted to the terms Sublessee a true and conditions complete copy of the Prime Lease. The provisions , 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 pertaining 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 that any such proceeding is threatened. Sublessee warrants and acknowledges that it has reviewed the Subleased Premises are incorporated Prime Lease and is satisfied with the arrangements therein reflected.
2.2.2 The Prime Lease is by this reference incorporated into and made a part hereof, except that all references in the Prime Lease to "Landlord", "Tenant", "Lease" and "Premises", respectively, shall be deemed to refer to Sublessor, Sublessee, this Sublease as fully as if completely restated hereinand the Premises subleased hereunder, provided that some of respectively, EXCEPT THAT all references in the following sections and/or provisions of the Prime Lease are specifically expressly EXCLUDED from this Sublease (i.e., they shall NOT be deemed to be incorporated as modified herein or subject to specific terms and conditions as stated in this Sublease. Notwithstanding the foregoing, the following sections or provisions of the Prime Lease are not incorporated herein and do not form a part of this Sublease except ) to the extent that described below, either because they are expressly identified and addressed in this Sublease: (i) any provisions that inapplicable or because they are superseded by or in direct conflict with the specific provisions of this Sublease; (ii) any right to assign the Prime Lease or sublet the Subleased Premises or to enter into any license or concession agreement or otherwise permit the occupancy or use of the Subleased Premises by any persons other than Subtenant and its employees; (iii) any right to make alterations and additions to the Subleased Premises; (iv) any of the terms of the following Articles, Sections and Amendments to the Prime Lease: Summary of Basic Lease Information Sections 2.2, 3, 4, 6, 8 and 13, Section 1.2 (Verification of Rentable Square Feet of Premises and Building), Article 2 (Term), Article 3 (Base Rent), Article 4 (Additional Rent), Section 6.1 (Standard Tenant Services), Article 7 (Repairs), Section 8.5 (Landlord’s Property), Section 10.7 (Landlord’s Insurance), Article 14 (Assignment and Subletting), Section 15.2 (Removal of Tenant Property by Tenant), Article 16 (Holding Over), Article 20 (Covenant of Quiet Enjoyment), Article 21 (Security Deposit; Letter of Credit), Article 22 (Telecommunications Equipment), Article 23 (Signs), Section 29.13 (Landlord Exculpation), Section 29.33.4 (Pre-Existing Hazardous Materials), Section 29.35 (Tenant Right of First Offer to Purchase Building), Section 29.36 (Successful IPO Condition Precedent), Section 29.37 (Building B Lease), Exhibit B (Tenant Work Letter), Exhibit G (Form of Letter of Credit), and the First Amendment to Lease, the Second Amendment to Office Lease, and the Third Amendment to Office Lease; and (v) any right of cancellation or termination of the Prime Lease or obligation on the part of Tenant to rebuild arising from any provision relating to fire, casualty or condemnation (i.e., Articles 11 and 13 of the Prime Lease).
(b) All of the obligations of Tenant under the Prime Lease shall, to the extent that they apply to the Subleased Premises and except as otherwise provided herein, be binding upon Subtenant. All terms used herein with initial capital letters that are not specifically defined herein shall have the same meanings attributed to those terms in the Prime Lease provided that the same are not in conflict with the terms and provisions of this Sublease.
(c) For purposes of this Sublease, and unless otherwise specifically stated herein, wherever in those portions of the Prime Lease incorporated herein the words: (1) “Landlord” or “Lessor” are used, it shall mean Tenant; (2) “Tenant” or “Lessee” are used, it shall mean Subtenant; and (3) “Premises” or similar words are used, it and they shall mean the Subleased Premises.hereof:
Appears in 1 contract
Samples: Sublease (Interleaf Inc /Ma/)
Prime Lease. (a) This Subtenant agrees that it will do nothing in, on or about the Subleased Premises which would result in the breach by Sublandlord of its undertakings and obligations under the Prime Lease. Except for the following provisions, this Sublease is shall be subject to and subordinate to on all of the terms and conditions of the Prime Lease. The provisions of as are contained in the Prime Lease pertaining to the Subleased Premises are incorporated by this reference into this Sublease as fully as if completely restated herein, provided that some of and the provisions of the Prime Lease are specifically hereby incorporated into this Sublease as modified herein or subject to specific if Sublandlord were the landlord thereunder and Subtenant the tenant thereunder: A. The defined economic terms for "Base Rent," Term," Premises" and conditions as stated in this Sublease. Notwithstanding the foregoing, the following sections or provisions like are inapplicable; B. Sections 6 and 7 of the Prime Lease (relating to additional rent) are not incorporated herein and do not form a part of this Sublease except to the extent that they are expressly identified and addressed in this Sublease: (i) any provisions that are superseded applicable, as modified by or in direct conflict with the provisions of Paragraph 5 of this Sublease; (ii) any right to assign the Prime Lease or sublet the Subleased Premises or to enter into any license or concession agreement or otherwise permit the occupancy or use of the Subleased Premises by any persons other than Subtenant and its employees; (iii) any right to make alterations and additions to the Subleased Premises; (iv) any of the terms of the following Articles, Sections and Amendments to the Prime Lease: Summary of Basic Lease Information Sections 2.2, 3, 4, 6, 8 and 13, C. Section 1.2 (Verification of Rentable Square Feet of Premises and Building), Article 2 (Term), Article 3 (Base Rent), Article 4 (Additional Rent), Section 6.1 (Standard Tenant Services), Article 7 (Repairs), Section 8.5 (Landlord’s Property), Section 10.7 (Landlord’s Insurance), Article 14 (Assignment and Subletting), Section 15.2 (Removal of Tenant Property by Tenant), Article 16 (Holding Over), Article 20 (Covenant of Quiet Enjoyment), Article 21 (Security Depositrelating to assignment and subletting) is inapplicable; Letter of Credit), Article 22 (Telecommunications Equipment), Article 23 (Signs), D. Section 29.13 (Landlord Exculpation), Section 29.33.4 (Pre-Existing Hazardous Materials), Section 29.35 (Tenant Right of First Offer to Purchase Building), Section 29.36 (Successful IPO Condition Precedent), Section 29.37 (Building B Lease), Exhibit B (Tenant Work Letter), Exhibit G (Form of Letter of Credit), and the First Amendment to Lease, the Second Amendment to Office Lease, and the Third Amendment to Office Lease; and (v) any right of cancellation or termination 24 of the Prime Lease or obligation on the part of Tenant to rebuild arising from any provision (relating to firebrokers) is inapplicable; and E. Where appropriate, casualty or condemnation (i.e., Articles 11 and 13 of the Prime Lease).
(b) All of the obligations of Tenant under the Prime Lease shall, references to the extent that they apply to the Subleased Premises and except as otherwise provided herein, be binding upon Subtenant. All terms used herein with initial capital letters that are not specifically defined herein shall have the same meanings attributed to those terms "Landlord" in the Prime Lease provided that the same are not shall be deemed to mean "Sublandlord" hereunder and references to "Tenant" in conflict with the terms and provisions of this Sublease.
(c) For purposes of this Sublease, and unless otherwise specifically stated herein, wherever in those portions of the Prime Lease incorporated herein the words: (1) “Landlord” or “Lessor” are usedshall be deemed to mean "Subtenant" hereunder, it being understood and agreed that Sublandlord will not be acting as, or assuming any of the responsibilities of, Prime Landlord, and all references in the Prime Lease to Landlord-provided services or Landlord insurance requirements, and any other references which by their nature relate to the owner or operator of the Building, rather than to a tenant of the Building subleasing space to a subtenant, shall mean Tenant; (2) “Tenant” or “Lessee” are used, it shall mean Subtenant; continue to be references to Prime Landlord and (3) “Premises” or similar words are used, it and they shall mean the Subleased Premisesnot to Sublandlord.
Appears in 1 contract
Samples: Sublease (Cambridge Heart Inc)
Prime Lease. (a) This Subtenant agrees that it will do nothing in, on or about the Subleased Premises or the Building which would result in the breach by Sublandlord of its undertakings and obligations under the Prime Lease. Except as expressly provided in this Sublease is and except for the following provisions, this Sublease shall be subject to and subordinate to on all of the terms and conditions of the Prime Lease. The provisions of as are contained in the Prime Lease pertaining to the Subleased Premises are incorporated by this reference into this Sublease as fully as if completely restated herein, provided that some of and the provisions of the Prime Lease are specifically hereby incorporated into this Sublease as modified herein or subject to specific if Sublandlord were the landlord thereunder and Subtenant the tenant thereunder:
A. The defined economic terms for “Annual Fixed Rent – Initial Term,” “Initial Term,” “Premises,” “Guarantor,” “Extension Terms,” “Annual Fixed Rent – Extension Term,” “Broker” are inapplicable;
B. Sections 4.5, 4.6, 4.7, and conditions as stated in this Sublease. Notwithstanding the foregoing, the following sections or provisions 4.8 of the Prime Lease (relating to additional rent) are not incorporated herein applicable, as modified by the provisions of Paragraphs 5 and do not form a part 6 of this Sublease Sublease, but Appendix J shall be applicable to the extent its provisions impact the calculation of additional rent payable under the Prime Lease;
C. Sections 4.9, 5.8, and Section 8.3 as it relates to Sublandlord are inapplicable;
D. Article II of the Prime Lease (relating to Premises and Term) is inapplicable as between Subtenant and Sublandlord, except to the extent that they are expressly identified and addressed enforcement of Prime Landlord’s obligations under such Article II is required in order for Sublandlord to perform its obligations under this Sublease: (i) any provisions that are superseded by or in direct conflict with the provisions of this Sublease; (ii) any right to assign the Prime Lease or sublet the Subleased Premises or to enter into any license or concession agreement or otherwise permit the occupancy or use of the Subleased Premises by any persons other than Subtenant , and its employees; (iii) any right to make alterations and additions except to the Subleased Premises; (iv) any of the terms of the following Articles, Sections and Amendments to the Prime Lease: Summary of Basic Lease Information Sections 2.2, 3, 4, 6, 8 and 13, extent such parking rights are incorporated into this Sublease in Section 1.2 (Verification of Rentable Square Feet of Premises and Building), 14 below;
E. Article 2 (Term), Article 3 (Base Rent), Article 4 (Additional Rent), Section 6.1 (Standard Tenant Services), Article 7 (Repairs), Section 8.5 (Landlord’s Property), Section 10.7 (Landlord’s Insurance), Article 14 (Assignment and Subletting), Section 15.2 (Removal of Tenant Property by Tenant), Article 16 (Holding Over), Article 20 (Covenant of Quiet Enjoyment), Article 21 (Security Deposit; Letter of Credit), Article 22 (Telecommunications Equipment), Article 23 (Signs), Section 29.13 (Landlord Exculpation), Section 29.33.4 (Pre-Existing Hazardous Materials), Section 29.35 (Tenant Right of First Offer to Purchase Building), Section 29.36 (Successful IPO Condition Precedent), Section 29.37 (Building B Lease), Exhibit B (Tenant Work Letter), Exhibit G (Form of Letter of Credit), and the First Amendment to Lease, the Second Amendment to Office Lease, and the Third Amendment to Office Lease; and (v) any right of cancellation or termination IX of the Prime Lease or obligation on the part of Tenant to rebuild arising from any provision (relating to fire, casualty or condemnation (i.e., Articles 11 Brokers) is inapplicable;
F. Article III and 13 Appendix D of the Prime Lease).Lease (relating to Landlord’s Work and Tenant Work) is inapplicable;
(b) All G. Article XII of the obligations of Tenant under the Prime Lease shall, (relating to Purchase Right of First Offer) is inapplicable;
H. Appendix G of the Prime Lease (relating to the extent that they apply Notice of Lease) is inapplicable;
I. Schedules 2.5, 4.9, and 5.2.1.3(2) are inapplicable; and
J. Where appropriate, references to the Subleased Premises and except as otherwise provided herein, be binding upon Subtenant. All terms used herein with initial capital letters that are not specifically defined herein shall have the same meanings attributed to those terms “Landlord” in the Prime Lease provided that the same are not shall be deemed to mean “Sublandlord” hereunder and references to “Tenant” in conflict with the terms and provisions of this Sublease.
(c) For purposes of this Sublease, and unless otherwise specifically stated herein, wherever in those portions of the Prime Lease incorporated herein the words: (1) shall be deemed to mean “LandlordSubtenant” or “Lessor” are usedhereunder, it being understood and agreed that Sublandlord will not be acting as, or assuming any of the responsibilities of, Prime Landlord, and all references in the Prime Lease to Landlord-provided services or Landlord insurance requirements, and any other references which by their nature relate to the owner or operator of the Building, rather than to a tenant of the Building subleasing space to a subtenant, shall mean Tenant; (2) “Tenant” or “Lessee” are used, it shall mean Subtenant; continue to be references to Prime Landlord and (3) “Premises” or similar words are used, it and they shall mean the Subleased Premisesnot to Sublandlord.
Appears in 1 contract
Samples: Sublease (Chiasma, Inc)
Prime Lease. (a) This Sublease The Prime Lease is subject and subordinate incorporated herein by reference so that, except to the terms and conditions of the Prime Lease. The extent that certain provisions of the Prime Lease pertaining are inapplicable or modified by this Sublease, or excluded below, each and every term, covenant and condition of the Prime Lease binding or inuring to the Subleased Premises are incorporated by this reference into this Sublease as fully benefit of Landlord shall, in 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 thereunder shall, in respect to the Sublease, bind or inure to the benefit of Subtenant, with the same force and effect as if such terms, covenants and conditions were completely restated hereinset forth in the Sublease, provided that some and as if the words “Lessor(s)” and “Lessee(s)”, or words of similar import, wherever the same appear in the Prime Lease, were construed to mean, respectively, “Sublessor” and “Subtenant” in the Sublease, and as if the words “Leased Premises”, “Premises”, “Leased Property”, or words of similar import, wherever the same appear in the Prime Lease, were construed to mean “Subleased Premises” in the Sublease, and as if the word “Lease,” or words of similar import, wherever the same appear in the Prime Lease, were construed to mean the “Sublease.” If any of the express provisions of the Sublease shall conflict with any of the provisions of the Prime Lease are specifically incorporated as modified herein or subject to specific terms and conditions as stated by reference herein, such conflict shall be resolved in this every instance in favor of the express provisions of the Sublease. Notwithstanding the foregoing, the following sections foregoing or provisions of the Prime Lease are not incorporated herein and do not form a part of this Sublease except anything to the extent that they are expressly identified and addressed in this Sublease: (i) any provisions that are superseded by or in direct conflict with contrary contained herein, Subtenant shall not have the provisions of this Sublease; (ii) any right to assign the Prime Lease exercise any renewal options, expansion options, rights of first offer or sublet the Subleased Premises or to enter into any license or concession agreement or otherwise permit the occupancy or use of the Subleased Premises by any persons other than Subtenant and its employees; (iii) any right to make alterations and additions to the Subleased Premises; (iv) any of the terms of the following Articles, Sections and Amendments to similar rights set forth in the Prime Lease: Summary of Basic Lease Information Sections 2.2, 3, 4, 6, 8 and 13, Section 1.2 (Verification of Rentable Square Feet of Premises and Building), Article 2 (Term), Article 3 (Base Rent), Article 4 (Additional Rent), Section 6.1 (Standard Tenant Services), Article 7 (Repairs), Section 8.5 (Landlord’s Property), Section 10.7 (Landlord’s Insurance), Article 14 (Assignment and Subletting), Section 15.2 (Removal of Tenant Property by Tenant), Article 16 (Holding Over), Article 20 (Covenant of Quiet Enjoyment), Article 21 (Security Deposit; Letter of Credit), Article 22 (Telecommunications Equipment), Article 23 (Signs), Section 29.13 (Landlord Exculpation), Section 29.33.4 (Pre-Existing Hazardous Materials), Section 29.35 (Tenant Right of First Offer to Purchase Building), Section 29.36 (Successful IPO Condition Precedent), Section 29.37 (Building B Lease), Exhibit B (Tenant Work Letter), Exhibit G (Form of Letter of Credit), and the First Amendment to Lease, the Second Amendment to Office Lease, and the Third Amendment to Office Lease; and (v) any right of cancellation or termination of the Prime Lease or obligation on the part of Tenant to rebuild arising from any provision relating to fire, casualty or condemnation (i.e., Articles 11 and 13 of the Prime Lease).
(b) All of the obligations of Tenant under the Prime Lease shall, to the extent that they apply to the Subleased Premises and except as otherwise provided herein, be binding upon Subtenant. All terms used herein with initial capital letters that are not specifically defined herein shall have the same meanings attributed to those terms in the Prime Lease provided that the same are not in conflict with the terms and provisions of this Sublease.
(c) For purposes of this Sublease, and unless otherwise specifically stated herein, wherever in those portions of the Prime Lease incorporated herein the words: (1) “Landlord” or “Lessor” are used, it shall mean Tenant; (2) “Tenant” or “Lessee” are used, it shall mean Subtenant; and (3) “Premises” or similar words are used, it and they shall mean the Subleased Premises.
Appears in 1 contract
Samples: Sublease (Mannatech Inc)
Prime Lease. (a) This Sublease is subject and subordinate to the terms and conditions of the Prime Lease. The Subtenant shall keep and perform promptly each of the terms, covenants, conditions, provisions and agreements of the Tenant under the Prime Lease 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, 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 Prime Landlord provides to Subtenant pertaining to Subtenants use or occupancy of the Premises, and (b) notice of any 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 24 hours following such notice to communication to or with Prime Landlord. Subtenant represents that it has read and is familiar with the terms of the Prime Lease pertaining to the Subleased Premises are incorporated by this reference into this Sublease as fully as if completely restated herein, provided that some of the Lease.
(b) The following provisions of the Prime Lease are specifically incorporated as modified herein or subject to specific terms and conditions as stated in this Sublease. Notwithstanding the foregoing, the following sections or provisions of the Prime Lease are not incorporated herein and do not form made a part of this Sublease except Lease. Except as specifically mentioned, for purposes of incorporation herein, references in the indicated provisions to Lessor shall refer to CPi, references to the extent that they are expressly identified Tenant shall refer to the Subtenant, and addressed in this Sublease: references to the Leased Premises shall refer to the Premises.
(i) any provisions that are superseded by or in direct conflict with the provisions of this Sublease; Article VI, Section 1.
(ii) any right to assign Article VIII, Section 2, except that wherever consent is required, the consent of both Prime Lease or sublet the Subleased Premises or to enter into any license or concession agreement or otherwise permit the occupancy or use of the Subleased Premises by any persons other than Subtenant Landlord and its employees; CPi must be obtained.
(iii) any right to make alterations and additions to the Subleased Premises; (iv) any of the terms of the following Articles, Sections and Amendments to the Prime Lease: Summary of Basic Lease Information Sections 2.2, 3, 4, 6, 8 and 13Article IX, Section 1.2 (Verification 1, except the last sentence thereof and except that wherever consent is required, the consent of Rentable Square Feet of Premises both Prime Landlord and Building), Article 2 (Term), Article 3 (Base Rent), Article 4 (Additional Rent), Section 6.1 (Standard Tenant Services), Article 7 (Repairs), Section 8.5 (Landlord’s Property), Section 10.7 (Landlord’s Insurance), Article 14 (Assignment and Subletting), Section 15.2 (Removal of Tenant Property by Tenant), Article 16 (Holding Over), Article 20 (Covenant of Quiet Enjoyment), Article 21 (Security Deposit; Letter of Credit), Article 22 (Telecommunications Equipment), Article 23 (Signs), Section 29.13 (Landlord Exculpation), Section 29.33.4 (Pre-Existing Hazardous Materials), Section 29.35 (Tenant Right of First Offer to Purchase Building), Section 29.36 (Successful IPO Condition Precedent), Section 29.37 (Building B Lease), Exhibit B (Tenant Work Letter), Exhibit G (Form of Letter of Credit)CPi must be obtained, and the First Amendment date "April 5, 1994," shall be amended to Lease, read "the Second Amendment to Office Lease, and the Third Amendment to Office Lease; and (v) any right of cancellation or termination of the Prime Lease or obligation on the part of Tenant to rebuild arising from any provision relating to fire, casualty or condemnation (i.e., Articles 11 and 13 of the Prime Lease).
(b) All of the obligations of Tenant under the Prime Lease shall, to the extent that they apply to the Subleased Premises and except as otherwise provided herein, be binding upon Subtenant. All terms used herein with initial capital letters that are not specifically defined herein shall have the same meanings attributed to those terms in the Prime Lease provided that the same are not in conflict with the terms and provisions Commencement Date of this Sublease.".
(civ) For purposes of this SubleaseArticle X, Section 3.
(v) Article XIII, Section 1, except that references to Lessor shall include both the Prime Landlord and CPi, and unless otherwise specifically stated herein, wherever in those portions without limiting the generality of the language contained in Article XIII, CPi shall at all times have access to the boiler room located in the Premises and designated as such on Exhibit B.
(vi) Article XIV, except that Subtenant's indemnity shall extend to both Prime Lease incorporated herein the words: Landlord and CPi.
(1vii) “Landlord” or “Lessor” are usedArticle XV, it except that Subtenant's waiver shall mean Tenant; benefit both Prime Landlord and CPi.
(2viii) “Tenant” or “Lessee” are used, it shall mean Subtenant; and Article XX.
(3ix) “Premises” or similar words are used, it and they shall mean the Subleased PremisesArticle XXI.
(x) Article XXII.
(xi) Article XXIII.
(xii) Article XXX.
(xiii) Article XXXI.
(xiv) Article XXXIII.
Appears in 1 contract
Prime Lease. The Prime Lease is incorporated herein by reference (aExhibit A) This Sublease is subject and subordinate so that, except to the terms and conditions of the Prime Lease. The extent that certain provisions of the Prime Lease pertaining are inapplicable or modified by this Sublease, or excluded below, each and every term, covenant and condition of the Prime Lease binding or inuring to the Subleased Premises are incorporated by this reference into this Sublease as fully benefit of Landlord shall, in 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 as if such terms, covenants and conditions were completely restated hereinset forth in the Sublease, provided that some and as if the words “Landlord” and “Tenant”, or words of similar import, wherever the same appear in the Prime Lease, were construed to mean, respectively, “Sublessor” and “Subtenant” in this Sublease, and as if the words “Leased Premises”, “Premises”, “Leased Property”, or words of similar import, wherever the same appear in the Prime Lease, were construed to mean “Subleased Premises” in this Sublease, and as if the word “Lease”, or words of similar import, wherever the same appear in the Prime Lease, were construed to mean this “Sublease.” If any of the express provisions of the Sublease shall conflict with any of the provisions of the Prime Lease are specifically incorporated as modified herein or subject to specific terms and conditions as stated by reference herein, such conflict shall be resolved in this every instance in favor of the express provisions of the Sublease. Notwithstanding the foregoing, the following sections foregoing or provisions of the Prime Lease are not incorporated herein and do not form a part of this Sublease except anything to the extent that they are expressly identified and addressed in this Sublease: (i) any provisions that are superseded by or in direct conflict with contrary contained herein, Subtenant shall not have the provisions of this Sublease; (ii) any right to assign the Prime Lease exercise any renewal options, expansion options, rights of first offer or sublet the Subleased Premises or to enter into any license or concession agreement or otherwise permit the occupancy or use of the Subleased Premises by any persons other than Subtenant and its employees; (iii) any right to make alterations and additions to the Subleased Premises; (iv) any of the terms of the following Articles, Sections and Amendments to similar rights set forth in the Prime Lease: Summary of Basic Lease Information Sections 2.2, 3, 4, 6, 8 and 13, Section 1.2 (Verification of Rentable Square Feet of Premises and Building), Article 2 (Term), Article 3 (Base Rent), Article 4 (Additional Rent), Section 6.1 (Standard Tenant Services), Article 7 (Repairs), Section 8.5 (Landlord’s Property), Section 10.7 (Landlord’s Insurance), Article 14 (Assignment and Subletting), Section 15.2 (Removal of Tenant Property by Tenant), Article 16 (Holding Over), Article 20 (Covenant of Quiet Enjoyment), Article 21 (Security Deposit; Letter of Credit), Article 22 (Telecommunications Equipment), Article 23 (Signs), Section 29.13 (Landlord Exculpation), Section 29.33.4 (Pre-Existing Hazardous Materials), Section 29.35 (Tenant Right of First Offer to Purchase Building), Section 29.36 (Successful IPO Condition Precedent), Section 29.37 (Building B Lease), Exhibit B (Tenant Work Letter), Exhibit G (Form of Letter of Credit), and the First Amendment to Lease, the Second Amendment to Office Lease, and the Third Amendment to Office Lease; and (v) any right of cancellation or termination of the Prime Lease or obligation on the part of Tenant to rebuild arising from any provision relating to fire, casualty or condemnation (i.e., Articles 11 and 13 of the Prime Lease).
(b) All of the obligations of Tenant under the Prime Lease shall, to the extent that they apply to the Subleased Premises and except as otherwise provided herein, be binding upon Subtenant. All terms used herein with initial capital letters that are not specifically defined herein shall have the same meanings attributed to those terms in the Prime Lease provided that the same are not in conflict with the terms and provisions of this Sublease.
(c) For purposes of this Sublease, and unless otherwise specifically stated herein, wherever in those portions of the Prime Lease incorporated herein the words: (1) “Landlord” or “Lessor” are used, it shall mean Tenant; (2) “Tenant” or “Lessee” are used, it shall mean Subtenant; and (3) “Premises” or similar words are used, it and they shall mean the Subleased Premises.
Appears in 1 contract
Samples: Sublease Agreement (Oragenics Inc)
Prime Lease. (a) A copy of the Prime Lease, has been examined by Sublessee and Sublessee acknowledges it is familiar with the terms thereof. This Sublease is subject and subordinate to the terms and conditions of the such Prime Lease. The provisions Except as may be inconsistent, inapplicable or inappropriate with the terms hereof or as otherwise expressly provided herein, all the terms, covenants and conditions in the Prime Lease contained shall be applicable to this Sublease, and be deemed incorporated herein, with the same force and effect (unless the context of the Prime Lease pertaining to the Subleased Premises are incorporated by this reference into this Sublease as fully otherwise requires) as if completely restated herein, provided that some of Sublessor were the "Landlord" under the Prime Lease and Sublessee were the "Tenant" under the Prime Lease and the Leased Premises was the "Premises" and as if reference therein to "Lease" meant this Sublease.
(b) Without intending to recite or limit all the provisions of the Prime Lease are specifically incorporated (for example, the parties, rent, terms, premises and use and occupancy recited in the Prime Lease), which may be inconsistent with, or inapplicable to, this Sublease or as modified herein or subject to specific terms and conditions as stated which express provision is made in this Sublease. Notwithstanding the foregoing, reference is hereby made to the following sections inconsistent or inapplicable provisions of the Prime Lease are not incorporated herein and do not form a part of this Sublease except to the extent that they are expressly identified and addressed in this Sublease: Lease:
(i) any provisions that The following articles of the Lease are superseded by or in direct conflict with the provisions of this Sublease; inapplicable: Article 4, Section 8.06, Articles 22, 35, 39, and Exhibit C.
(ii) any right to assign the Prime Lease or sublet the Subleased Premises or to enter into any license or concession agreement or otherwise permit the occupancy or use of the Subleased Premises by any persons other than Subtenant The term Landlord in Article 8 shall include Sublessor and its employees; Landlord.
(iii) any right to make alterations and additions to the Subleased Premises; (iv) any of the terms of the following Articles, Sections and Amendments to the Prime Lease: Summary of Basic Lease Information Sections 2.2, 3, 4, 6, 8 and 13, Section 1.2 (Verification of Rentable Square Feet of Premises and Building), Article 2 (Term), Article 3 (Base Rent), Article 4 (Additional Rent), Section 6.1 (Standard Tenant Services), Article 7 (Repairs), Section 8.5 (Landlord’s Property), Section 10.7 (Landlord’s Insurance), Article 14 (Assignment and Subletting), Section 15.2 (Removal of Tenant Property by Tenant), Article 16 (Holding Over), Article 20 (Covenant of Quiet Enjoyment), Article 21 (Security Deposit; Letter of Credit), Article 22 (Telecommunications Equipment), Article 23 (Signs), Section 29.13 (Landlord Exculpation), Section 29.33.4 (Pre-Existing Hazardous Materials), Section 29.35 (Tenant Right of First Offer to Purchase Building), Section 29.36 (Successful IPO Condition Precedent), Section 29.37 (Building B Lease), Exhibit B (Tenant Work Letter), Exhibit G (Form of Letter of Credit), and the First Amendment to Lease, the Second Amendment to Office Lease, and the Third Amendment to Office Lease; and (v) any right of cancellation or termination of the Prime Lease or obligation on the part of Tenant to rebuild arising from any provision relating to fire, casualty or condemnation (i.e., Articles 11 and 13 of the Prime Lease).
(b) All of the Any obligations of Tenant under the Prime Lease shallLandlord in Article 9 and Sections 11.02, to the extent that they apply to the Subleased Premises and except as otherwise provided herein, be binding upon Subtenant. All terms used herein with initial capital letters that are 12.01 shall not specifically defined herein shall have the same meanings attributed to those terms in the Prime Lease provided that the same are not in conflict with the terms and provisions of this Subleaseinclude Sublessor.
(c) For purposes of this Sublease, and unless otherwise specifically stated herein, wherever in those portions of the Prime Lease incorporated herein the words: (1) “Landlord” or “Lessor” are used, it shall mean Tenant; (2) “Tenant” or “Lessee” are used, it shall mean Subtenant; and (3) “Premises” or similar words are used, it and they shall mean the Subleased Premises.
Appears in 1 contract
Samples: Sublease (PLD Telekom Inc)
Prime Lease. (a) This Subtenant agrees that it will do nothing in, on or about the Subleased Premises or the Building which would result in the breach by Sublandlord of its undertakings and obligations under the Prime Lease. Except as expressly provided in this Sublease is and except for the following provisions, this Sublease shall be subject to and subordinate to on all of the terms and conditions of the Prime Lease. The provisions of as are contained in the Prime Lease pertaining to the Subleased Premises are incorporated by this reference into this Sublease as fully as if completely restated herein, provided that some of and the provisions of the Prime Lease are specifically hereby incorporated into this Sublease as modified herein or subject to specific if Sublandlord were the landlord thereunder and Subtenant the tenant thereunder:
A. The defined economic terms for “Annual Fixed Rent - Initial Term,” “Initial Term,” “Premises,” “Guarantor,” “Extension Terms,” “Annual Fixed Rent - Extension Term,” “Broker” are inapplicable;
B. Sections 4.5, 4.6, 4.7, and conditions as stated in this Sublease. Notwithstanding the foregoing, the following sections or provisions 4.8 of the Prime Lease (relating to additional rent) are not incorporated herein applicable, as modified by the provisions of Paragraphs 5 and do not form a part 6 of this Sublease Sublease, but Appendix J shall be applicable to the extent its provisions impact the calculation of additional rent payable under the Prime Lease;
C. Sections 4.9, 5.8, and Section 8.3 as it relates to Sublandlord are inapplicable;
D. Article II of the Prime Lease (relating to Premises and Term) is inapplicable as between Subtenant and Sublandlord, except to the extent that they are expressly identified and addressed enforcement of Prime Landlord’s obligations under such Article II is required in order for Sublandlord to perform its obligations under this Sublease: (i) any provisions that are superseded by or in direct conflict with the provisions of this Sublease; (ii) any right to assign the Prime Lease or sublet the Subleased Premises or to enter into any license or concession agreement or otherwise permit the occupancy or use of the Subleased Premises by any persons other than Subtenant , and its employees; (iii) any right to make alterations and additions except to the Subleased Premises; (iv) any of the terms of the following Articles, Sections and Amendments to the Prime Lease: Summary of Basic Lease Information Sections 2.2, 3, 4, 6, 8 and 13, extent such parking rights are incorporated into this Sublease in Section 1.2 (Verification of Rentable Square Feet of Premises and Building), 14 below;
E. Article 2 (Term), Article 3 (Base Rent), Article 4 (Additional Rent), Section 6.1 (Standard Tenant Services), Article 7 (Repairs), Section 8.5 (Landlord’s Property), Section 10.7 (Landlord’s Insurance), Article 14 (Assignment and Subletting), Section 15.2 (Removal of Tenant Property by Tenant), Article 16 (Holding Over), Article 20 (Covenant of Quiet Enjoyment), Article 21 (Security Deposit; Letter of Credit), Article 22 (Telecommunications Equipment), Article 23 (Signs), Section 29.13 (Landlord Exculpation), Section 29.33.4 (Pre-Existing Hazardous Materials), Section 29.35 (Tenant Right of First Offer to Purchase Building), Section 29.36 (Successful IPO Condition Precedent), Section 29.37 (Building B Lease), Exhibit B (Tenant Work Letter), Exhibit G (Form of Letter of Credit), and the First Amendment to Lease, the Second Amendment to Office Lease, and the Third Amendment to Office Lease; and (v) any right of cancellation or termination IX of the Prime Lease or obligation on the part of Tenant to rebuild arising from any provision (relating to fire, casualty or condemnation (i.e., Articles 11 Brokers) is inapplicable;
F. Article III and 13 Appendix D of the Prime Lease).Lease (relating to Landlord’s Work and Tenant Work) is inapplicable;
(b) All G. Article XII of the obligations of Tenant under the Prime Lease shall, (relating to Purchase Right of First Offer) is inapplicable;
H. Appendix G of the Prime Lease (relating to the extent that they apply Notice of Lease) is inapplicable;
I. Schedules 2.5, 4.9, and 52.1.3(2) are inapplicable; and
J. Where appropriate, references to the Subleased Premises and except as otherwise provided herein, be binding upon Subtenant. All terms used herein with initial capital letters that are not specifically defined herein shall have the same meanings attributed to those terms “Landlord” in the Prime Lease provided that the same are not shall be deemed to mean “Sublandlord” hereunder and references to “Tenant” in conflict with the terms and provisions of this Sublease.
(c) For purposes of this Sublease, and unless otherwise specifically stated herein, wherever in those portions of the Prime Lease incorporated herein the words: (1) shall be deemed to mean “LandlordSubtenant” or “Lessor” are usedhereunder, it being understood and agreed that Sublandlord will not be acting as, or assuming any of the responsibilities of, Prime Landlord, and all references in the Prime Lease to Landlord-provided services or Landlord insurance requirements, and any other references which by their nature relate to the owner or operator of the Building, rather than to a tenant of the Building subleasing space to a subtenant, shall mean Tenant; (2) “Tenant” or “Lessee” are used, it shall mean Subtenant; continue to he references to Prime Landlord and (3) “Premises” or similar words are used, it and they shall mean the Subleased Premisesnot to Sublandlord.
Appears in 1 contract
Samples: Sublease (Chiasma, Inc)