Sublandlord. Notwithstanding any other term or provision of this Sublease, the liability of Sublandlord to Subtenant for any default in Sublandlord’s obligations under this Sublease shall be limited to actual, direct damages, and under no circumstances shall Subtenant, its partners, members, shareholders, directors, agents, officers, employees, contractors, sublessees, successors and/or assigns be entitled to recover from Sublandlord (or otherwise be indemnified by Sublandlord) for (a) any losses, costs, claims, causes of action, damages or other liability incurred in connection with a failure of Landlord, its partners, members, shareholders, directors, agents, officers, employees, contractors, successors and /or assigns to perform or cause to be performed Landlord’s obligations under the Master Lease, (b) lost revenues, lost profit or other consequential, special or punitive damages arising in connection with this Sublease for any reason, or (c) any damages or other liability arising from or incurred in connection with the condition of the Subleased Premises or suitability of the Subleased Premises for Subtenant’s intended uses. Subtenant shall, however, have the right to seek any injunctive or other equitable remedies as may be available to Subtenant under applicable law. Notwithstanding any other term or provision of this Sublease, no personal liability shall at any time be asserted or enforceable against Sublandlord’s shareholders, directors, officers, or partners on account of any of Sublandlord’s obligations or actions under this Sublease. In the event of any assignment or transfer of the Sublandlord’s interest under this Sublease, which assignment or transfer may occur at any time during the Sublease Term in Sublandlord’s sole discretion, Sublandlord shall be and hereby is entirely relieved of all covenants and obligations of Sublandlord hereunder accruing subsequent to the date of the transfer and it shall be deemed and construed, without further agreement between the parties hereto, that any transferee has assumed and shall carry out all covenants and obligations thereafter to be performed by Sublandlord hereunder; provided that Sublandlord transfers and delivers any then existing Security Deposit or Letter of Credit to the transferee of Sublandlord’s interest in this Sublease, and thereupon Sublandlord shall be discharged from any further liability with respect thereto.
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Samples: Nerdwallet, Inc., Nerdwallet, Inc.
Sublandlord. Notwithstanding any other term or provision of this Sublease, the liability of Sublandlord to Subtenant for any default in Sublandlord’s obligations under this Sublease shall be limited to actual, direct damages, and under no circumstances shall Subtenant, its partners, members, shareholders, directors, agents, officers, employees, contractors, sublessees, successors and/or assigns be entitled to recover from Sublandlord (or otherwise be indemnified by Sublandlord) for (a) any losses, costs, claims, causes of action, damages or other liability incurred in connection with a failure of Landlord, its partners, members, shareholders, directors, agents, officers, employees, contractors, successors and /or assigns to perform or cause to be performed Landlord’s obligations under the Master Lease, (b) lost revenues, lost profit or other consequential, special or punitive damages arising in connection with this Sublease for any reason, or (c) any damages or other liability arising from or incurred in connection with the condition of the Subleased Premises or suitability of the Subleased Premises for Subtenant’s intended uses. Subtenant shall, however, have the right to seek any injunctive or other equitable remedies as may be available to Subtenant under applicable law. Notwithstanding any other term or provision of this Sublease, no personal liability shall at any time be asserted or enforceable against Sublandlord’s shareholders, directors, officers, or partners on account of any of Sublandlord’s obligations or actions under this Sublease. In the event of any such assignment or transfer subletting, Subtenant shall notify Sublandlord, in writing, of the name of the assignee or subtenant, as the case may be, and the business address of such subtenant or assignee for purposes of service of notice of process. In addition, Sublandlord agrees to provide to the subtenant, and, if applicable, to obtain from the holder of any mortgage encumbering Sublandlord’s 's interest under in this SubleaseSublease for the benefit of such subtenant, a non-disturbance and attornment agreement, which assignment shall provide in substance that, so long as such subtenant is not in default with respect to any of its obligations under its sublease after notice and the expiration of any applicable cure period, the subtenant shall not be joined as a party defendant (unless required by applicable law) (i) in any action or transfer proceeding which may occur be instituted or taken by Sublandlord or the holder of any mortgage encumbering Sublandlord's interest in this Sublease for the purposes of terminating this Sublease by reason of any default thereunder beyond the expiration of an applicable notice and cure period, or (ii) in any foreclosure action or proceeding which may be instituted by any such mortgage holder. Any non-disturbance agreement shall also provide that the subtenant shall, at any time during the Sublease Term in Sublandlord’s sole discretion, Sublandlord shall be and hereby is entirely relieved of all covenants and obligations option of Sublandlord hereunder accruing subsequent to or the date holder of the transfer and it shall be deemed and construed, without further agreement between the parties hereto, that any transferee has assumed and shall carry out all covenants and obligations thereafter to be performed by Sublandlord hereunder; provided that Sublandlord transfers and delivers any then existing Security Deposit or Letter of Credit to the transferee of mortgage encumbering Sublandlord’s 's interest in this Sublease, either (x) attorn to Sublandlord or the holder of such mortgage and thereupon perform for the benefit of Sublandlord or the holder of such mortgage all of the terms, covenants and conditions to be performed by such subtenant under its sublease, or (y) enter into a new sublease with Sublandlord or the holder of such mortgage or their respective successors or assigns for the balance of the term of its sublease on the same terms and conditions as are contained in its sublease. In the event that this Sublease shall be terminated and Sublandlord shall collect from the subtenant any rent under its sublease, then any rent so collected shall be discharged from any further liability with respect theretocredited against the first installment(s) of the Sublease Rent that shall be payable by Subtenant to Sublandlord under this Sublease.
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Samples: Scholastic Corp
Sublandlord. Notwithstanding any other The term or provision of "Sublandlord" as used in this Sublease, so far as covenants or obligation on the liability part of Sublandlord to Subtenant for any default in Sublandlord’s obligations under this Sublease are concerned, shall be limited to actualmean and include only the owner or owners, direct damagesat the time in question, and under no circumstances shall Subtenant, its partners, members, shareholders, directors, agents, officers, employees, contractors, sublessees, successors and/or assigns be entitled to recover from Sublandlord (or otherwise be indemnified by Sublandlord) for (a) any losses, costs, claims, causes of action, damages or other liability incurred in connection with a failure of Landlord, its partners, members, shareholders, directors, agents, officers, employees, contractors, successors and /or assigns to perform or cause to be performed Landlord’s obligations under the Master Lease, (b) lost revenues, lost profit or other consequential, special or punitive damages arising in connection with this Sublease for any reason, or (c) any damages or other liability arising from or incurred in connection with the condition leasehold estate of the Subleased Premises or suitability of the Subleased Premises for Subtenant’s intended uses. Subtenant shall, however, have the right to seek any injunctive or other equitable remedies as may be available to Subtenant under applicable law. Notwithstanding any other term or provision of this Sublease, no personal liability shall at any time be asserted or enforceable against Sublandlord’s shareholders, directors, officers, or partners on account of any of Sublandlord’s obligations or actions under this SubleasePremises. In the event of any transfer, assignment or other conveyance of any such leasehold estate, Sublandlord herein named (and in case of any subsequent transfer or conveyance, the then grantor) shall be automatically freed and relieved from and after the date of the Sublandlord’s interest under this Subleasesuch transfer, which assignment or transfer may occur at conveyance of all liability for the performance of any time during covenant or obligation on the part of Sublandlord contained in this Sublease Term in Sublandlord’s sole discretionthereafter to be performed. Without further agreement, Sublandlord the transferee of such title shall be deemed to have assumed and hereby is entirely relieved of agreed to observe and perform any and all covenants and obligations of Sublandlord hereunder accruing hereunder, during its lease of the Subleased Premises. Sublandlord may transfer its interest in the Subleased Premises without the consent of Subtenant and such transfer or subsequent transfer shall not be deemed a violation on Sublandlord’s part of any term or condition of this Sublease. 16. Subtenant Improvements. Physical improvements to the date Subleased Premises, including, without limitation, partitions, wiring, floor coverings, wall coverings, HVAC, lighting, ceilings, outlets and millwork), all as specifically shown or described in Subtenant’s Plans (defined in Exhibit "E"). EXHIBIT C FLOOR PLAN EXHIBIT D MEMORANDUM OF SUBLEASE COMMENCEMENT DATE THIS MEMORANDUM is dated as of this __________________________, by and between NEW YORK CENTRAL LINES LLC, a Delaware limited liability company (hereinafter called "Sublandlord") and DELAWARE MANAGEMENT HOLDINGS, INC., a Delaware corporation (hereinafter called "Subtenant") with respect to that certain Sublease between Sublandlord and Subtenant dated as of December _____, 1999 (the "Lease"). The Term of the transfer and it shall be deemed and construed, without further agreement between the parties hereto, that any transferee has assumed and shall carry out all covenants and obligations thereafter to be performed by Sublandlord hereunder; provided that Sublandlord transfers and delivers any then existing Security Deposit or Letter of Credit to the transferee of Sublandlord’s interest in this Sublease, and thereupon Sublandlord shall be discharged from any further liability Sublease with respect theretoto [describe space] commenced on _______________, 20___. The Rent Commencement Date (as defined in the Sublease) for such space was ______________, 20___.
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