Common use of Relationship to Lease Clause in Contracts

Relationship to Lease. This Sublease and all of Subtenant's rights --------------------- hereunder are expressly subject to and subordinate to all of the terms of the Lease. Subtenant hereby acknowledges that it has received copies of the Lease and has read all of the terms and conditions thereof. Subtenant hereby agrees to assume all obligations of Sublandlord, as "Tenant" under the Lease, with respect to the Subleased Premises. All of the terms and conditions of the Lease are hereby incorporated into this Sublease by reference as if fully set forth herein and except that "Landlord" shall be read as "Sublandlord" and "Tenant" shall be read as "Subtenant"; provided, however, that (i) Subtenant hereby acknowledges that Subtenant shall look solely to Landlord for the performance of all the Landlord's obligations under the Lease and that Sublandlord shall not be obligated to provide any services to Subtenant or otherwise perform any obligations in connection with this Sublease, and (ii) Subtenant shall not be entitled to exercise (or to require Sublandlord to exercise) any right of first offer, right of first refusal, right to contest taxes, renewal option, purchase option, termination option, contraction option, expansion option or any such other right or option granted to Sublandlord as "Tenant" under the Lease. Subtenant acknowledges that any termination of the Lease will result in a termination of the Sublease.

Appears in 4 contracts

Samples: Sublease Agreement (Global Payments Inc), Sublease Agreement (Global Payments Inc), Sublease Agreement (Global Payments Inc)

AutoNDA by SimpleDocs

Relationship to Lease. This (a) Subject to Section 16(b) of this Sublease, notwithstanding anything to the contrary in this Sublease, in the event that the Lease is terminated prior to its scheduled expiration date, this Sublease and all of Subtenant's rights --------------------- hereunder are expressly subject shall thereupon immediately terminate. (b) Sublandlord hereby agrees not voluntarily to and subordinate to all permit any termination of the terms Lease (except as a result of casualty or condemnation or other rights Sublandlord has in the LeaseLease to terminate the same). This Section 16(b) shall not apply to any modifications to rules and regulations (including parking rules and regulations) as may be promulgated from time to time. (c) Subtenant hereby acknowledges that it has received copies and reviewed the Lease (redacted to delete certain business or confidential terms). Subtenant’s rights pursuant to this Sublease are subject and subordinate at all times to the Lease and to all of the terms, covenants, and agreements of the Lease, except as expressly modified by this Sublease. Subtenant shall not do or permit anything to be done in, or in connection with Subtenant’s use or occupancy of, the Subleased Premises, which would violate any of the unredacted terms, covenants, or agreements of the Lease. Except as modified hereby, Subtenant covenants and agrees to perform, observe and fulfill all of Sublandlord’s unredacted obligations, duties, undertakings, and covenants under the Lease which relate to the Subleased Premises and Subtenant’s rights hereunder. Except as modified hereby, except for any provisions of this Sublease which conflict with the Lease (in which case the provisions of this Sublease shall control as between Sublandlord and Subtenant) and except as provided below, Sublandlord shall have the same obligations to Subtenant and rights of Landlord against Subtenant with respect to this Sublease, as the “Landlord” has with respect to and against the “Tenant” pursuant to the Lease, and Subtenant shall have the same obligations to Sublandlord and rights of Tenant against Sublandlord with respect to this Sublease, as the “Tenant” has with respect to and against the “Landlord” pursuant to the Lease. Sublandlord may enforce directly against Subtenant any of the rights and remedies granted to Landlord pursuant to the Lease. The foregoing notwithstanding, the provisions of the Lease and has read all described on Exhibit D attached hereto shall not be applicable to this Sublease. Sublandlord may enforce directly against Subtenant any of the terms rights and conditions thereofremedies granted to Landlord pursuant to the Lease. Nothing in this Sublease shall be construed or interpreted to grant any greater rights than Sublandlord has received as Tenant from Landlord pursuant to the Lease. (d) If Subtenant hereby agrees desires to assume all obligations take an action which, under the applicable provisions of Sublandlord, as "Tenant" under the Lease, with respect to requires the Subleased Premises. All approval or consent of the terms and conditions of the Lease are hereby incorporated into this Sublease by reference as if fully set forth herein and except that "Landlord" shall be read as "Sublandlord" and "Tenant" shall be read as "Subtenant"; provided, however, that (i) Subtenant hereby acknowledges that Subtenant shall look solely to Landlord for the performance of all the Landlord's obligations under the Lease and that Sublandlord shall not be obligated to provide any services to Subtenant or otherwise perform any obligations in connection with this Sublease, and (ii) then Subtenant shall not be entitled to exercise (take such action until Landlord has provided its approval or to require Sublandlord to exercise) any right of first offer, right of first refusal, right to contest taxes, renewal option, purchase option, termination option, contraction option, expansion option or any such other right or option granted to Sublandlord as "Tenant" under the Lease. Subtenant acknowledges that any termination of the Lease will result consent in a termination of the Subleaseconnection therewith.

Appears in 3 contracts

Samples: Sublease Agreement (Northwest Biotherapeutics Inc), Sublease Agreement (Northwest Biotherapeutics Inc), Sublease Agreement (Northwest Biotherapeutics Inc)

Relationship to Lease. (a) This Sublease and all of Subtenant's ’s rights --------------------- hereunder are expressly subject to and subordinate to all of the terms of the Lease. Subtenant acknowledges that any termination of the Lease shall result in a termination of the Sublease. Subtenant hereby acknowledges that it has received copies of the Lease and has read all of the terms and conditions thereof. . (b) Subtenant hereby agrees to assume all obligations of SublandlordLiabilities, except for Excluded Liabilities (each as "Tenant" under defined in the Lease, Contribution Agreement) with respect to the Subleased Premises. All of the terms and conditions of the Lease are hereby incorporated into this Sublease by reference as if fully set forth herein and except that "Landlord" shall be read as "Sublandlord" and "Tenant" shall be read as "Subtenant"; provided, however, that (i) Subtenant hereby acknowledges that Subtenant shall look solely to Landlord for the performance of all the Landlord's ’s obligations under the Lease and that Sublandlord shall not be obligated to provide any services to Subtenant or otherwise perform any obligations in connection with this Sublease; and provided further, and however, that in no event shall Subtenant have the right (through the exercise of an option or right in the Lease or otherwise) to exercise any option to expand, contract and/or relocate the Premises, extend or reduce the demised term of the Lease, or be entitled to any tenant improvement allowances, free or abated rent or any other concession provided to Sublandlord in such Lease. (c) In the event that any event occurs or condition arises at the Subleased Premises that would either (i) fall under the responsibility of Landlord pursuant to the Lease, or (ii) trigger a contractual requirement to notify Landlord pursuant to the terms of the Lease, then in either event, Subtenant shall not be entitled promptly provide written notice to Sublandlord, and Sublandlord shall (a) provide written notice to Landlord and (b) exercise (or to require Sublandlord to exercise) any right of first offer, right of first refusal, right to contest taxes, renewal option, purchase option, termination option, contraction option, expansion option or any such other right or option granted all available remedies available to Sublandlord as "Tenant" under in order to cause Landlord to comply with the terms of the Lease. Notwithstanding the foregoing to the contrary, in the event of an emergency, Subtenant acknowledges that any termination shall be required to simultaneously notify Landlord and Sublandlord and, to the extent permitted under the terms of the Lease, undertake such emergency repairs as reasonably necessary to prevent immediate harm to property or persons. (d) Sublandlord shall not, without the prior written consent of Subtenant, modify or amend the Lease will result in a termination of the Subleaseany manner.

Appears in 2 contracts

Samples: Contribution and Distribution Agreement (Xpedx Holding Co), Contribution and Distribution Agreement (Xpedx Holding Co)

Relationship to Lease. This Sublease and all of Subtenant's rights --------------------- hereunder are expressly subject to and subordinate to all of the terms of the Lease. (a) Subtenant hereby acknowledges that it has received copies a true, correct and complete copy of the Lease and has read all of the terms and conditions thereof. (b) Subtenant shall have the right to further assign or sublease the Subleased Premises, subject to obtaining the prior consent of the Prime Landlord (and subject to the standard for such consent contained in the Metroplex Lease) and prior consent of Sublandlord, which consent shall not be unreasonably withheld. All such further assignments or sublettings shall be subject to the terms of the Metroplex Lease, including without limitation, any right of Prime Landlord to recapture of Subleased Premises (or such portion thereof) or profit sharing. Any recapture of the Subleased Premises shall not affect Subtenant’s obligation to continue to pay the Metroplex Rent to Sublandlord and any profit sharing with Prime Landlord shall be deemed Excess Cap Rent shall be payable solely by Subtenant hereby agrees to assume Prime Landlord. The provisions of this Paragraph 6(b) shall survive the expiration or earlier termination of this Sublease. (c) Subtenant shall not (x) make any alterations to the Subleased Premises or remove any alterations or property from the Subleased Premises unless such alterations or removal are permitted without Prime Landlord’s consent under the Lease, or if Prime Landlord’s consent is required as a condition to making such alterations or removing such property, such consent has been obtained or (y) exercise any options under the Lease. (d) This Sublease and Subtenant’s rights under this Sublease shall at all times be subject and subordinate to the underlying Lease and Subtenant shall perform all obligations of Sublandlord, as "Tenant" Sublandlord under the said Lease, with respect to the Subleased Premises. All of the terms and conditions of the Lease are hereby incorporated into this Sublease by reference as if fully set forth herein and except that "Landlord" shall be read as "Sublandlord" and "Tenant" shall be read as "Subtenant"; provided, however, that (i) Subtenant hereby acknowledges that Subtenant shall look solely to Landlord for the performance of all the Landlord's obligations under the Lease and that Sublandlord shall not be obligated to provide any services to Subtenant or otherwise perform any obligations in connection with this Sublease, and (ii) Subtenant shall not be entitled to exercise (or to require Sublandlord to exercise) any right of first offer, right of first refusal, right to contest taxes, renewal option, purchase option, termination option, contraction option, expansion option or any such other right or option granted to Sublandlord as "Tenant" under the Lease. Subtenant acknowledges that any termination of the underlying Lease will result in shall extinguish this Sublease provided that if such termination is caused by a termination Subtenant Default, any costs and expenses incurred by Sublandlord shall be included as Metroplex Excess Cap Rent. (e) Prime Landlord’s consent to this Sublease shall not make Prime Landlord a party to this Sublease, shall not create any privity of contract between Prime Landlord and Subtenant or other contractual liability or duty on the part of the Prime Landlord to the Subtenant, shall not constitute its consent or waiver of consent to any subsequent sublease or sub-sublease, and shall not in any manner increase, decrease or otherwise affect the rights and obligations of Prime Landlord and Sublandlord under the underlying Lease, in respect of the Subleased Premises. Subtenant shall have no right to assign this Sublease or further sublet the Premises without the prior written consent of Prime Landlord. Any term of this Sublease that in any way conflicts with or alters the provisions of the underlying Lease shall be of no effect as to Prime Landlord and Prime Landlord shall not assume any obligations as landlord under the Sublease and Sublandlord shall not acquire any rights under the Sublease directly assertable against Prime Landlord under the underlying Lease. Sublandlord hereby collaterally assigns to Prime Landlord this Sublease and any and all payments due to Sublandlord from Subtenant as additional security for Sublandlord’s performance of all of its covenants and obligations under the underlying Lease, and authorizes Prime Landlord to collect the same directly from Subtenant and otherwise administer the provisions of this Sublease, at the option of Prime Landlord. Subtenant hereby consents to such collateral assignment of this Sublease to Prime Landlord and agrees to observe its obligations created hereby.

Appears in 2 contracts

Samples: Office Lease, Office Lease (2U, Inc.)

Relationship to Lease. (a) This Sublease and all of Subtenant's ’s rights --------------------- hereunder are expressly subject to and subordinate to all of the terms of the Lease. Subtenant acknowledges that any termination of the Lease shall result in a termination of the Sublease. Subtenant hereby acknowledges that it has received copies of the Lease and has read all of the terms and conditions thereof. . (b) Subtenant hereby agrees to assume all obligations of SublandlordLiabilities, except for Excluded Liabilities (each as "Tenant" under defined in the Lease, Transaction Agreement) with respect to the Subleased Premises, to the extent such Liabilities constitute Assumed Liabilities (as defined in the Transaction Agreement). Sublandlord shall remain responsible for any Liabilities to the extent such Liabilities constitute Excluded Liabilities. All of the terms and conditions of the Lease are hereby incorporated into this Sublease by reference as if fully set forth herein and except that "Landlord" shall be read as "Sublandlord" and "Tenant" shall be read as "Subtenant"; provided, however, that (i) Subtenant hereby acknowledges that Subtenant shall look solely to Landlord for the performance of all the Landlord's ’s obligations under the Lease and that Sublandlord shall not be obligated to provide any services to Subtenant or otherwise perform any obligations in connection with this Sublease; and provided further, and however, that in no event shall Subtenant have the right (iithrough the exercise of an option or right in the Lease or otherwise) Subtenant shall not be entitled to exercise (any option to expand, contract and/or relocate the Premises, or to require Sublandlord to exercise) any right extend or reduce the demised term of first offerthe Lease. To the extent Sublandlord, right of first refusal, right to contest taxes, renewal option, purchase option, termination option, contraction option, expansion option or any such other right or option granted to Sublandlord as "Tenant" “tenant” under the Lease. Subtenant acknowledges that , is entitled to any termination of tenant improvement allowances, free or abated rent or any other concession, Sublandlord shall request the Lease will result in a termination of same from Landlord to the Subleaseextent available or applicable to Subtenant.

Appears in 2 contracts

Samples: Transaction Agreement (International Paper Co /New/), Transaction Agreement (Graphic Packaging Holding Co)

Relationship to Lease. (a) This Sublease and all of Subtenant's rights --------------------- hereunder are expressly subject to and subordinate to all of the terms of the Lease. , a copy of which is attached hereto and incorporated herein as Exhibit A. Subtenant hereby acknowledges that it has received copies of the Lease and has read all of the terms and conditions thereof. Subtenant hereby --------- agrees to assume all obligations of Sublandlord, as "Tenant" and restrictions imposed on Tenant under the Lease, Lease with respect to the Subleased Demised Premises, except for Tenant's obligations to pay Base Rent and Maintenance Rent to Landlord under the Lease. All Subtenant shall and hereby does indemnify Tenant and hold Tenant harmless from and against any and all expense, loss, and liability suffered by Tenant (except to the extent that such expenses, losses, and liabilities arise out of Tenant's own negligence or willful act), by reason of Subtenant's breach of any of the terms and conditions provisions of the Lease are hereby incorporated into this Sublease by reference as if fully set forth herein and except that "Landlord" shall be read as "Sublandlord" and "Tenant" shall be read as "Subtenant"; provided, however, that (i) Section 5. Subtenant hereby acknowledges that Subtenant shall look solely to Landlord for the performance of all the Landlord's obligations under the Lease and that Sublandlord Tenant shall not be obligated to provide any services to Subtenant or otherwise perform any obligations in connection with this Sublease, and (ii) Subtenant shall not be entitled except to exercise (or to require Sublandlord to exercise) any right the extent enforcement of first offer, right such rights requires the reasonable assistance and/or cooperation of first refusal, right to contest taxes, renewal option, purchase option, termination option, contraction option, expansion option or any such other right or option granted to Sublandlord as "Tenant" under the Lease. Subtenant acknowledges that any termination of the Lease will result in a termination of the Sublease. (b) Provided Subtenant is not in default hereunder, Tenant shall pay the Base Rent, Maintenance Rent due to Landlord under the Lease so as not to cause a default under the Lease. Tenant shall indemnify and hold harmless Subtenant against all damage, liability, losses, costs and expenses resulting to, or that are incurred by Subtenant relating to Tenant's failure to pay any of the Base Rent or Maintenance Rent due the Landlord under the Lease. If Tenant shall be in material default of a monetary nature or fail to pay Base Rent or Maintenance Rent due to Landlord under the Lease, Subtenant shall have the right to offset against its obligations hereunder and pay such Base Rent or Maintenance Rent directly to Landlord as long as Landlord agrees to accept such payments from Subtenant, provided in all such events Tenant shall remain obligated to pay to Subtenant the difference between the Base Rent or Maintenance Rent due to Landlord under the Lease and the Base Rent or Maintenance Rent due to Tenant under this Sublease.

Appears in 1 contract

Samples: Sublease Agreement (Digital Insight Corp)

AutoNDA by SimpleDocs

Relationship to Lease. This Sublease and all of Subtenant's ’s rights --------------------- hereunder are expressly subject to and subordinate to all of the terms and conditions of the Lease. Subtenant hereby acknowledges that it has received copies of the Lease and has read all of the terms and conditions thereofof the Lease. In the event of any conflict between the terms of the Lease and the terms of this Sublease, the terms of this Sublease shall control as between Sublandlord and Subtenant. Subtenant hereby agrees to assume perform all obligations of Sublandlord, Sublandlord under the Lease (as "Tenant" tenant under the Lease, ) during the Sublease Term to the extent relating to the Subleased Premises except (i) with respect to the Subleased Premises. All payment of “Base Rental” (as such term is defined in Section 5 of the terms Original Lease), and conditions (ii) with respect to the payment of the additional rent and other charges required to be paid by Sublandlord under Sections 6 and 7 of the Original Lease. During the Sublease Term, the benefit of all repairs, restorations, compliance with laws and other requirements, materials and services, performed by Landlord or provided to the Subleased Premises by Landlord pursuant to the Lease, and any consents provided by Landlord pursuant to the Lease, shall accrue to Subtenant. If Landlord defaults under any of the terms, covenants and provisions of the Lease are hereby incorporated into this Sublease by reference as if fully set forth herein and except such default has a materially adverse effect on Subtenant’s use or occupancy of or access to the Subleased Premises (an “Interruption”) then, in such event, upon Subtenant’s written request, Sublandlord shall make a commercially reasonable effort to enforce the applicable provisions of the Lease, at no cost or expense to Sublandlord and at Subtenant’s sole cost and expense (provided, however, that "Landlord" Sublandlord shall be read responsible for paying any costs or expenses incurred by Sublandlord as "Sublandlord" and "Tenant" shall be read as "a result of enforcing the applicable provisions of the Lease in the event that an Interruption results from an Event of Default by Sublandlord under the Lease), for Subtenant"’s benefit in an attempt to cause Landlord to cure such default; provided, however, that in no event shall the foregoing require, or be construed or interpreted as requiring, Sublandlord to commence or prosecute any legal actions or proceedings against Landlord. Notwithstanding the foregoing, provided that no Default (idefined below) exists, if an Interruption has occurred and an action with respect to such Interruption against Landlord by Subtenant in Subtenant’s own name is barred by reason of lack of privity, non-assignability or otherwise, then upon request, Sublandlord shall execute all documents reasonably required to allow Subtenant to bring such action in Sublandlord’s name, provided the same is without cost and expense to (provided that Sublandlord shall be responsible for paying any costs or expenses incurred by Sublandlord as a result of allowing Subtenant to bring such action in Sublandlord’s name if an Interruption results from an Event of Default by Sublandlord under the Lease), or recourse against, Sublandlord. Subtenant shall indemnify and hold harmless Sublandlord from and against any and all suits, claims, demands, liability, damages, costs and expenses of every kind and nature incurred by Sublandlord including, without limitation, reasonable attorneys’ fees and expenses, court costs, penalties and fines (excluding, however, any costs or expenses incurred by Sublandlord in the event that the Interruption resulted from an Event of Default by Sublandlord under the Lease), to the extent resulting from any such action. Subtenant hereby acknowledges that Subtenant shall look solely to Landlord for the performance of all the Landlord's ’s obligations under the Lease and that Sublandlord shall not be obligated to provide any services to Subtenant or otherwise perform any obligations in connection with this Sublease, and (ii) Subtenant shall not be entitled to exercise (or to require Sublandlord to exercise) any right of first offer, right of first refusal, right to contest taxes, renewal option, purchase option, termination option, contraction option, expansion option or any such other right or option granted to Sublandlord as "Tenant" the Subleased Premises that are Landlord’s obligation under the Lease. Subtenant acknowledges that any termination of the Lease will may result in a termination of this Sublease. Notwithstanding anything to the contrary contained in this Sublease or the Lease, Sublandlord shall indemnify, defend and protect Subtenant from any and all claims, liabilities, judgments, causes of action, damages, costs and expenses (including reasonable attorneys’ fees) resulting from the termination of this Sublease by reason of a default by Sublandlord under the Lease (and such default is not caused by a default of Subtenant under this Sublease). The indemnification provisions set forth in this Section 4 shall survive the expiration or earlier termination of this Sublease. Sublandlord agrees not to hereafter surrender the Subleased Premises or voluntarily terminate the Lease or enter into any agreement with Landlord to terminate the Lease provided, however, that the foregoing shall not be construed or interpreted in any manner as prohibiting Sublandlord from exercising any right currently contained in the Lease in favor of Sublandlord for the termination of the Lease in the event of casualty or condemnation.

Appears in 1 contract

Samples: Sublease Agreement (Looksmart LTD)

Relationship to Lease. This Sublease and all of Subtenant's --------------------- rights --------------------- hereunder are expressly subject to and subordinate to all of the terms of the Lease. Subtenant hereby acknowledges that it has received copies of the Lease and has read all of the terms and conditions thereof. Subtenant hereby agrees to assume all obligations of Sublandlord, Sublandlord (as "Tenant" tenant under the Lease, ) with respect to the Subleased Premises. All of the terms and conditions of the Lease are hereby incorporated into this Sublease by reference as if fully set forth herein and except that "Landlord" shall be read as "Sublandlord" and "Tenant" shall be read as "Subtenant"; provided, however, that (i) Subtenant hereby acknowledges that Subtenant shall look solely to Landlord for the performance of all the Landlord's obligations under the Lease and that Sublandlord shall not be obligated to provide any services to Subtenant or otherwise perform any obligations in connection with this Sublease, and (ii) Subtenant shall not be entitled to exercise (or to require Sublandlord to exercise) any right of first offer, right of first refusal, right to contest taxes, renewal option, purchase option, termination option, contraction option, expansion option or any such other right or option granted to Sublandlord as "Tenant" under the Lease. Subtenant acknowledges that any termination of the Lease will may result in a termination of the Sublease. In the event of a default under any underlying lease of all or any portion of the Subleased Premises which results in the termination of such lease, Subtenant shall, at the option of the lessor under any such lease ("Underlying Lessor"), provided such option is exercised within thirty (30) days of the termination of such underlying lease, attorn to and recognize the Underlying Lessor as landlord hereunder and shall, promptly upon the Underlying Lessor's request, execute and deliver all instruments necessary or appropriate to confirm such attornment and recognition. Notwithstanding such attornment and recognition, the Underlying Lessor shall not (i) be liable for any previous act or omission of Sublandlord under this Sublease, (ii) be subject to any offset, not expressly provided for in this Sublease, which shall have accrued to the Subtenant against Sublandlord, or (iii) be bound by any modification of this Sublease or by any prepayment of more than one month's rent, unless such modification or prepayment shall have been previously approved in writing by the Underlying Lessor. Subtenant hereby waives all rights under any present or future law to elect, by reason of the termination of such underlying lease, to terminate this Sublease or surrender possession of the Subleased Premises.

Appears in 1 contract

Samples: Sublease Agreement (Modem Media Poppe Tyson Inc)

Relationship to Lease. This Sublease and all of Subtenant's ’s rights --------------------- hereunder are expressly subject to and subordinate to all of the terms and conditions of the LeaseLease and the Original Sublease. Subtenant hereby acknowledges that it has received copies of the Lease and has read all of the terms and conditions thereofof the Lease and Original Sublease. In the event of any conflict between the terms of the Lease and the terms of this Sublease, or between the terms of the Original Sublease and the terms of this Sublease, this Sublease shall control as between Sublandlord and Subtenant. Subtenant hereby agrees to assume perform all obligations of Sublandlord, Sublandlord under the Original Sublease (as "Tenant" tenant under the Lease, ) during the Sublease Term to the extent relating to the Subleased Premises except (i) with respect to the Subleased Premises. All payment of “Base Rental” (as such term is defined in Section 5 of the terms Original Lease), and conditions (ii) with respect to the payment of the additional rent and other charges required to be paid by Original Sublandlord under Sections 6 and 7 of the Original Lease. During the Sublease Term, the benefit of all repairs, restorations, compliance with laws and other requirements, materials and services, performed by Landlord or provided to the Subleased Premises by Landlord pursuant to the Lease, and any consents provided by Landlord pursuant to the Lease, shall accrue to Subtenant. If Landlord defaults under any of the terms, covenants and provisions of the Lease are hereby incorporated into this Sublease by reference as if fully set forth herein and except such default has a materially adverse effect on Subtenant’s use or occupancy of or access to the Subleased Premises (an “Interruption”) then, in such event, upon Subtenant’s written request, Sublandlord shall make a commercially reasonable effort to enforce the applicable provisions of the Lease, at no cost or expense to Sublandlord and at Subtenant’s sole cost and expense (provided, however, that "Landlord" Sublandlord shall be read responsible for paying any costs or expenses incurred by Sublandlord as "Sublandlord" and "Tenant" shall be read as "a result of enforcing the applicable provisions of the Lease in the event that an Interruption results from an Event of Default by Sublandlord under the Lease), for Subtenant"’s benefit in an attempt to cause Landlord to cure such default; provided, however, that in no event shall the foregoing require, or be construed or interpreted as requiring, Sublandlord to commence or prosecute any legal actions or proceedings against Landlord. Notwithstanding the foregoing, provided that no Default (idefined below) exists, if an Interruption has occurred and an action with respect to such Interruption against Landlord by Subtenant in Subtenant’s own name is barred by reason of lack of privity, non-assignability or otherwise, then upon request, Sublandlord shall execute all documents reasonably required to allow Subtenant to bring such action in Sublandlord’s name, provided the same is without cost and expense to (provided that Sublandlord shall be responsible for paying any costs or expenses incurred by Sublandlord as a result of allowing Subtenant to bring such action in Sublandlord’s name if an Interruption results from an Event of Default by Sublandlord under the Lease), or recourse against, Sublandlord. Subtenant shall indemnify and hold harmless Sublandlord from and against any and all suits, claims, demands, liability, damages, costs and expenses of every kind and nature incurred by Sublandlord including, without limitation, reasonable attorneys’ fees and expenses, court costs, penalties and fines (excluding, however, any costs or expenses incurred by Sublandlord in the event that the Interruption resulted from an Event of Default by Sublandlord under the Lease), to the extent resulting from any such action. Subtenant hereby acknowledges that Subtenant shall look solely to Landlord for the performance of all the Landlord's ’s obligations under the Lease and that Sublandlord shall not be obligated to provide any services to Subtenant or otherwise perform any obligations in connection with this Sublease, and (ii) Subtenant shall not be entitled to exercise (or to require Sublandlord to exercise) any right of first offer, right of first refusal, right to contest taxes, renewal option, purchase option, termination option, contraction option, expansion option or any such other right or option granted to Sublandlord as "Tenant" the Subleased Premises that are Landlord’s obligation under the Lease. Subtenant acknowledges that any termination of the Lease will may result in a termination of this Sublease. Notwithstanding anything to the contrary contained in this Sublease or the Lease, Sublandlord shall indemnify, defend and protect Subtenant from any and all claims, liabilities, judgments, causes of action, damages, costs and expenses (including reasonable attorneys’ fees) resulting from the termination of this Sublease by reason of a default by Sublandlord under the Lease (and such default is not caused by a default of Subtenant under this Sublease). The indemnification provisions set forth in this Section 4 shall survive the expiration or earlier termination of this Sublease. Sublandlord agrees not to hereafter surrender the Subleased Premises or voluntarily terminate the Original Sublease or enter into any agreement with Original Sublandlord to terminate the Original Sublease provided, however, that the foregoing shall not be construed or interpreted in any manner as prohibiting Sublandlord from exercising any right currently contained in the Original Sublease in favor of Sublandlord for the termination of the Sublease in the event of casualty or condemnation.

Appears in 1 contract

Samples: Sub Sublease Agreement (Looksmart LTD)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!