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, however, to the Prime Lessor Consent); (ii) the Prime Lease is in full force and effect; (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, to the best of Sublessor’s knowledge, no event or circumstance has occurred that, with notice or passage of time, could constitute such a default; (iv) Sublessor has submitted to Sublessee a true and complete copy of the Prime Lease, a copy of which is attached hereto as Exhibit B, including all amendments, modifications, extension notices, consents, and subordination, non-disturbance and attornment agreements related thereto; and (v) no pending dispute or claim has been asserted between Sublessor and Prime Lessor, Sublessor does not now intend to assert any such claim, and Sublessor knows of no basis to do so. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee agrees that Sublessee is satisfied with the present condition of the Premises, which Sublessee takes “as is” without any representation or warranty by Sublessor regarding the condition of the Premises (except as provided herein and except that the Premises shall be delivered to Sublessee vacant (except for the FF&E) and in broom clean and good condition, free and clear of any debris) and 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. 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” and “Premises” shall be deemed to refer to Sublessor, Sublessee, this Sublease and the Premises subleased hereunder, except that all references in the following sections and/or provisions of the Prime Lease 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 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, and shall be bound by all of Tenant’s obligations, under such sections and/or provisions):
Appears in 1 contract
Sources: Sublease (Akebia Therapeutics, Inc.)
Prime Lease. 2.2.1 Sublessor hereby represents Tenant acknowledges that this Lease is subject and warrants that: (i) Sublessor is the tenant under subordinate to the Prime Lease and has the full right to enter into this Sublease (subjectLease; 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 Lessor Consent); 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.
(iia) the The Prime Lease is in full force and effect; , and that no default exists (iiinor is there any fact or condition which with notice or lapse of time may become a default) Sublessor has not received from Prime Lessor any written notice of any default on the part of Sublessor as tenant thereunder, and that all Rent payments under the Prime Lease which has are current;
(b) Landlord shall not been curedamend, nor has Sublessor given modify or terminate the Prime Lessor 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 notice consent;
(c) Landlord shall not violate or breach any of any default the material terms, covenants or agreements on the its part of Prime Lessor as landlord to be performed under the Prime Lease which has not been curedthat would adversely affect Tenant's rights under this Lease or Tenant's business or operations on the Premises;
(d) Landlord shall promptly, andupon 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 best extent that same affects Tenant's use and enjoyment of Sublessor’s knowledgethe Premises;
(e) Should Landlord purchase the Premises, no event then this Lease shall continue as a direct lease between Landlord and Tenant on the terms and conditions contained in this Lease; and
(f) Landlord shall indemnify, protect, defend and hold Tenant and its agents, employees and directors harmless from and against any 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 circumstance has occurred that, with notice or passage of time, could constitute such a default; resulting from (ivi) Sublessor has submitted to Sublessee a true and complete copy termination of the Prime LeaseLease for any reason other than Tenant's default thereunder (and all damages, a copy suits, loss, costs, expenses, claims, causes of which is attached hereto as Exhibit Baction, including all amendments, modifications, extension notices, consents, liabilities and subordination, non-disturbance and attornment agreements related thereto; and (v) no pending dispute or claim has been asserted between Sublessor and Prime Lessor, Sublessor does not now intend to assert attorneys' fees actually incurred by Tenant in connection with any such claimtermination), and Sublessor knows or (ii) breach by Landlord of no basis any of its obligations under the Prime Lease. Landlord shall, 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 reimburse Tenant for all such costs and expenses. Sublessee warrants and acknowledges that it has reviewed The provisions of this subparagraph shall survive the expiration or early termination of this Lease or the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee agrees that Sublessee is satisfied with the present condition shall continue to remain an obligation of the Premises, which Sublessee takes “as is” without any representation or warranty by Sublessor regarding the condition of the Premises (except as provided herein and except that the Premises shall be delivered to Sublessee vacant (except Landlord for the FF&E) term of this Lease and in broom clean all renewals and good conditionextensions thereof, free and clear of any debris) and even if this Lease 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.
2.2.2 The Prime Lease is by this reference incorporated into and made a part hereofassigned, except that
(i) all references in the Prime Lease to “Landlord”sublet, “Tenant”, “Lease” and “Premises” shall be deemed to refer to Sublessor, Sublessee, this Sublease and or the Premises subleased hereunder, except that all references is purchased or in the following sections and/or provisions of the Prime Lease 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 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, and shall be bound by all of Tenant’s obligations, under such sections and/or provisions):way transferred.
Appears in 1 contract
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, however, to the Prime Lessor ConsentLessor’s consent); (ii) the Prime Lease is in full force and effecteffect 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, to the best of Sublessor’s knowledge, no event or circumstance has occurred that, with notice or passage of time, could constitute such a default; and (iv) Sublessor has submitted to Sublessee a true and complete copy of the Prime Lease, a copy of which Lease with certain redactions is attached hereto as Exhibit B, including all amendments, modifications, extension notices, consents, and subordination, non-disturbance and attornment agreements related thereto; and (v) no pending dispute or claim has been asserted between Sublessor and Prime Lessor, Sublessor does not now intend to assert any such claim, and Sublessor knows of no basis to do so. B. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee agrees also represents and warrants that Sublessee it is satisfied with the present condition of the Premises, 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 (except as provided herein and except that the Premises shall be delivered to Sublessee vacant (except for the FF&E) and in broom clean and good condition, free and clear of any debris) and 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 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 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 “Premises” Tenant’s Proportionate Share”, respectively, shall be deemed to refer to Sublessor, Sublessee, this Sublease and Sublease, the Premises subleased hereunder, the Sublease Term, and Sublessee’s Share, respectively, except that for all such references in the following sections and/or provisions of the Prime Lease to “Landlord”Lease, “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 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, and shall be bound by all of Tenant’s obligations, under such sections and/or provisions):in which
Appears in 1 contract
Sources: Sublease (Adicet Bio, 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, however, subject to the Prime Lessor ConsentLessor’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, to the best of Sublessor’s knowledge, no event or circumstance has occurred that, with notice or passage of time, could constitute such a default; and (iv) Sublessor has submitted to Sublessee a true and complete copy of the Prime Lease, a copy of which Lease with certain redactions is attached hereto as Exhibit B, including all amendments, modifications, extension notices, consents, and subordination, non-disturbance and attornment agreements related thereto; and (v) no pending dispute or claim has been asserted between Sublessor and Prime Lessor, Sublessor does not now intend to assert any such claim, and Sublessor knows of no basis to do so. B. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee agrees also represents and warrants that Sublessee 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 (except as provided herein and except that the Premises shall be delivered to Sublessee vacant (except for the FF&E) and in broom clean and good condition, free and clear of any debris) and or the fitness of the Premises for any particular use and use, without any obligation of any kind on Sublessor to make any repairs or improvements thereto in connection with Sublessee’s occupancy occupancy) and with 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) the Premises are not in violation of any applicable laws, and (b) there are no damages or defects with respect to the Premises that would not be discoverable during a visual inspection.
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” ”, “‘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 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 rightsrights (with respect to the Premises), and shall be bound by all of Tenant’s obligations, under such sections and/or provisions):
Appears in 1 contract
Sources: Sublease (Bluebird Bio, 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, however, to the Prime Lessor ConsentLessor’s consent); (ii) the Prime Lease is in full force and effect; (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) to the best of Sublessor’s actual knowledge, without independent investigation, no event defaults exist by either Sublessor or circumstance the Prime Lessor under the Prime Lease, (v) Sublessor, without having undertaken any independent investigation, has occurred thatno knowledge of any condition in the Premises that violates Applicable Laws, with notice the Declaration or passage the Ground Lease, (vi) to Sublessor's actual knowledge, without having undertaken any independent investigation, all building systems and equipment serving the Premises are in good working order (it being understood that Prime Lessor is responsible for the repair and maintenance of timesuch building systems), could constitute such a default; and (ivvii) Sublessor has submitted to Sublessee a true and complete copy of the Prime Lease, a copy of which Lease with certain redactions is attached hereto as Exhibit B, including all amendments, modifications, extension notices, consents, and subordination, non-disturbance and attornment agreements related thereto; and (v) no pending dispute or claim has been asserted between Sublessor and Prime Lessor, Sublessor does not now intend to assert any such claim, and Sublessor knows of no basis to do so. B. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee agrees also represents and warrants that Sublessee it is satisfied with the present condition of the Premises, Premises (which Sublessee takes “as is” without any representation or warranty by Sublessor regarding the condition of the Premises (except as provided herein and except that the Premises shall be delivered to Sublessee vacant (except for the FF&E) and in broom clean and good condition, free and clear of any debris) and 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 occupancy) and with Sublessee’s ability to use the Premises on the terms herein set forth. Sublessor will be responsible for the cost of any work required to correct violations of Applicable Laws which existed prior to the Commencement Date, except to the extent the need to comply with such Applicable Laws is solely triggered by the unique and particular use of Sublessee (as opposed to office and lab use generally) and excluding any compliance of the Premises with the Americans with Disabilities Act or Massachusetts or local disabilities laws. In the event that during the Sublease Term, Sublessee is required to perform any major capital repair or replacement of systems or equipment in the Premises (a "Major Capital Item"), which Major Capital Item is not the responsibility of Prime Lessor and applies to systems or equipment which will be surrendered at the end of the Sublease Term and which major capital repair or replacement was not caused by the actions or omissions of Sublessee or its Invitees, then Sublessee, after first consulting with Sublessor, will perform such Major Capital Item, and the cost of such work that is in excess of Fifty Thousand Dollars ($50,000) (i.e., Sublessee will be responsible for the first $50,000 of the cost of repair or replacement of each Major Capital Item that requires repair or replacement during the Sublease Term) will be allocated between Sublessor and Sublessee as follows: Sublessee will pay the portion of the cost of such Major Capital Item equal to the number of months remaining in the Sublease Term divided by the number of months in the useful life of the Major Capital Item, as determined in accordance with generally accepted accounting principles, and Sublessor will pay the remainder of the cost of such Major Capital Item. Sublessor's share of such cost will be payable within thirty (30) days after receipt of a reasonably detailed invoice from Sublessee detailing the work performed and calculation of cost allocation.
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” ”, “Lease Term”, “Tenant’s Parking Allocation”, “Tenant’s Parking Charges”, “Tenant’s Project Share”, “Tenant’s Building Share”, “Tenant’s Share”, “Tenant’s Utility Costs”, “Permitted Use”, and “Premises” ”, respectively, shall be deemed to refer to Sublessor, Sublessee, this Sublease, the Sublease Term, Sublessee’s Parking Allocation, Sublessee’s Parking Charges, Sublessee’s Project Share, Sublessee’s Building Share, Sublessee’s Share, Sublessee’s Utility Costs, Permitted Use and the Premises subleased hereunder, respectively, except that all references in the following sections and/or provisions of the Prime Lease 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 be bound by any of Prime Lessor’s obligations, under such sections and/or provisionsprovisions (subject to Section 2.2.4 below); and that Sublessee shall be entitled to exercise all of Tenant’s rightsrights (with respect to the Premises), and shall be bound by all of Tenant’s obligations, under such sections and/or provisions):
Appears in 1 contract
Sources: Sublease (Genocea Biosciences, Inc.)
Prime Lease. 2.2.1 Sublessor hereby 14.1 Tenant acknowledges that this Lease is subject and subordinate to the Prime Lease; provided, however, that Landlord shall deliver to Tenant a Consent, Estoppel and Non-Disturbance Agreement substantially in the form attached hereto and made a part hereof as Exhibit “J” (the “Prime Landlord Non-Disturbance Agreement”) executed by Landlord and the Prime Landlord on or before May 1, 2000. If Landlord shall not have obtained the Prime Landlord Non-Disturbance Agreement on or before May 1, 2000, then at any time thereafter, but prior to Landlord having obtained the Prime Landlord Non-Disturbance Agreement, such failure shall be an Event of Default under Section 10.4 of this Lease entitling Tenant to exercise any of its rights and remedies thereunder and, in addition, Tenant shall have the right to terminate this Lease by giving Landlord written notice thereof.
14.2 Landlord represents and warrants to Tenant that: :
(ia) Sublessor is the tenant under the Prime Lease and has the full right to enter into this Sublease (subject, however, to the Prime Lessor Consent); (ii) the 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 rental 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 terms, covenants or agreements on its part to be performed under the Prime Lease;
(d) Landlord shall promptly, upon written request of Tenant, use its best 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) Landlord shall promptly furnish Tenant with any default notices Landlord receives from the Prime Landlord;
(f) Should Landlord ever be in default under the Prime Lease and the Prime Lease shall be in jeopardy due to Landlord's failure to timely cure such default, then Tenant shall have the right, but not the obligation, to cure the default on behalf of Landlord and at Landlord's cost and account. Landlord shall promptly reimburse Tenant for any reasonable costs incurred by Tenant in connection with Tenant's efforts to cure Landlord's default; and Tenant shall have the right to deduct such costs from its rental obligations hereunder if Landlord fails to so reimburse Tenant within thirty (iii30) Sublessor has not received days after Tenant's demand therefor accompanied by bills or receipts evidencing such costs;
(g) Should Landlord purchase the Premises, then this Lease shall continue as a direct lease between Landlord and Tenant on the terms and conditions contained in this Lease;
(h) Landlord shall indemnify, protect, defend and hold Tenant and its agents, employees and directors harmless from and against any and all damages, suits, loss, costs, expenses, claims, causes of action, liabilities, including, without limitation, reasonable attorneys' fees and costs and litigation expenses relating or resulting from (i) termination of the Prime Lessor Lease for any written notice reason other than Prime Landlord's default thereunder (and all damages, suits, loss, costs, expenses, claims, causes of action, liabilities and attorneys' fees incurred by Prime Landlord in connection with any such termination), or (ii) breach by Landlord of any default on of its obligations under the part Prime Lease, Landlord shall, 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 Sublessor Landlord and upon notice to Landlord, defend such actions and Landlord shall reimburse Tenant for all such costs and expenses. The provisions of this subparagraph shall survive the expiration or early termination of this Lease or the Prime Lease and shall continue to remain an obligation of Landlord for the term of this Lease and all renewals and extensions thereof, even if this Lease or the Prime Lease is assigned, sublet, or the Premises is purchased or in any way transferred; and
(i) Upon the request of Tenant, Landlord agrees that, as tenant under the Prime Lease, it shall be obligated to timely exercise the option contained in the Prime Lease which has not been curedto extend the Prime Lease, nor has Sublessor given Prime Lessor written notice of any default on the part of Prime Lessor as landlord and to perform such other obligations under the Prime Lease which has not been curednecessary to extend the term of the Prime Lease so that the term of the Prime Lease is at least as long as the Term of this Lease, and, as extended by Tenant. Landlord shall furnish Tenant with a copy of its notice to the best Prime Landlord evidencing its exercise of Sublessor’s knowledge, no the renewal option under the Prime Lease. In the event or circumstance has occurred that, with notice or passage of time, could constitute such a default; (iv) Sublessor has submitted to Sublessee Tenant does not timely receive a true and complete copy of Landlord's election to extend the term of the Prime Lease, a copy of which is attached hereto Landlord hereby irrevocably appoints Tenant as Exhibit B, including all amendments, modifications, extension notices, consents, and subordination, nonits attorney-disturbance and attornment agreements related thereto; and (v) no pending dispute or claim has been asserted between Sublessor and Prime Lessor, Sublessor does not now intend to assert any such claim, and Sublessor knows of no basis to do so. Sublessee warrants and acknowledges that it has reviewed the Prime Lease and is satisfied with the arrangements therein reflected. Sublessee agrees that Sublessee is satisfied with the present condition of the Premises, which Sublessee takes “as is” without any representation or warranty by Sublessor regarding the condition of the Premises (except as provided herein and except that the Premises shall be delivered to Sublessee vacant (except for the FF&E) and in broom clean and good condition, free and clear of any debris) and the fitness of the Premises for any particular use and without any obligation of any kind on Sublessor in-fact 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.
2.2.2 The Prime Lease is by this reference incorporated into and made a part hereof, except that
(i) all references such election in the Prime Lease to “name and on behalf of Landlord”, “Tenant”, “Lease” and “Premises” shall be deemed to refer to Sublessor, Sublessee, this Sublease and the Premises subleased hereunder, except that all references in the following sections and/or provisions of the Prime Lease 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 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, and shall be bound by all of Tenant’s obligations, under such sections and/or provisions):.
Appears in 1 contract
Sources: Lease Agreement (Nationsrent Inc)