Qualifying Subtenants Sample Clauses

Qualifying Subtenants. For purposes of this Article 9, “Qualifying Subtenants” are subtenants, sub-subtenants and other third-party occupants of the Premises who are subletting, sub-subletting or otherwise using and occupying (i) at least 5,000 square feet of the Premises for retail or other, non-office commercial purposes, or (ii) at least 10,000 square feet of the Premises for office purposes, and, for either clause “(i)” or (ii) above, the: (A) the use permitted under the sublease, sub-sublease or other occupancy agreement is not a Prohibited Use; and (B) the sublease, sub-sublease or other occupancy agreement is on “market” terms and conditions, comparable to those for comparable leases, subleases, sub-subleases or other occupancy agreements with comparable tenants, subtenants, sub-subtenants or other occupants for comparable space in southern, metropolitan New York State, and is for an initial term of not less than ten (10) years. Qualifying Subtenants shall not include Tenant Affiliates or any tenant that would operate a casino on the Premises. Tenant agrees, for itself and on behalf of all of its sublessees and others claiming by, through or under Tenant, to within fifteen (15) Business Days of Landlord’s request therefor, obtain from any and all Qualifying Subtenants an executed, an SNDA for the benefit of Landlord, which SNDA shall be on “market” terms and conditions for third-party agreements with creditworthy tenants and shall be in a commercially reasonable form and shall provide in substance, inter alia, that, at all times, provided the Qualifying Subtenant agrees to attorn to Landlord, so long as the Qualifying Subtenant is not in default under the terms of its sublease, sub- sublease or other occupancy agreement beyond any applicable notice and cure periods, (x) the Qualifying Subtenant shall not be named or joined as a defendant or party in any exercise of Landlord’s right to remove such Qualifying Subtenant from the Premises, and (z) Landlord shall recognize the subtenant as its direct tenant of the Premises (or the applicable portion thereof) and the sublease as a direct lease between Landlord and the subtenant, provided that in no event shall Landlord be: (1) liable for any previous act or omission of Tenant under such sublease; (2) subject to any credit, offset, claim, counterclaim, demand or defense which such subtenant may have against Tenant, or responsible for any monies owing by Tenant to the subtenant; (3) bound by any previous prepayment of more than 1...