Common use of Sublease Agreement Clause in Contracts

Sublease Agreement. Sellers shall use their commercially reasonable efforts, and shall cause TSX Venture Exchange Inc. to use its commercially reasonable efforts, to obtain the consent (the “Landlords’ Consent”) of The Great-West Life Assurance Company and ASET Properties Inc. (together, the “Landlords”) to enter into a sublease agreement with NGX substantially in the form attached as Exhibit C (a “Sublease Agreement”). If, prior to the Closing, Sellers have obtained the Landlords’ Consent to enter into a Sublease Agreement, then Sellers shall cause TSX Ventures Exchange Inc. and NGX to enter into a Sublease Agreement (with such changes reasonably requested by the Landlords and consented to by the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed) with effect as of the Closing. If Sellers have not obtained the Landlords’ Consent prior to the Closing, then from and after the Closing (i) for a period not to exceed 100 days in total (including the time prior to the Closing) (A) Sellers shall continue to use their commercially reasonable efforts, and shall cause TSX Venture Exchange Inc. to use its commercially reasonable efforts, to obtain the Landlords’ Consent and (B) once the Landlords’ Consent has been obtained, Sellers shall cause TSX Venture Exchange Inc. and Purchaser shall cause NGX to enter into a Sublease Agreement (with such changes reasonably requested by the Landlords and consented to by the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed) and (ii) Sellers shall provide the space that would have been subleased pursuant to the terms of such a sublease agreement as an Additional Service (as defined in the Transition Services Agreement) to Purchaser under the Transition Services Agreement, and Purchaser shall pay the per square foot per annum price for such space pursuant to the Sublease Agreement, until the earlier date of (A) the date on which the Landlords’ Consent has been obtained and such a Sublease Agreement has become effective and (B) October 30, 2020.

Sublease Agreement. Sellers (MSN 30808) If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Sublessee pursuant to this SECTION 3(k) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity, Sublessor shall pay to Sublessee an amount equal to the lesser of (i) the amount of such tax savings (reduced by any payments previously made by Sublessor to Sublessee pursuant to this SECTION 3(k)), plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized and (ii) the amount of all payments pursuant to this SECTION 3(k) by Sublessee to Sublessor (and the excess, if any, of the amount described in CLAUSE (i) over the amount described in CLAUSE (ii) shall be carried forward and applied to reduce PRO TANTO any subsequent obligations of Sublessee to make payments to such Indemitee pursuant to this SECTION 3(k). Any Taxes that are imposed on any Indemitee as a result of the disallowance or reduction of any tax refund, credit or benefit referred to in this SECTION 3(k) or any Tax refund, credit or benefit that is subsequently disallowed shall be treated as a Tax for which Sublessee is obligated to indemnify pursuant to this SECTION 3(k) without regard to the exclusions or contest provisions contained in this SECTION 3. Any amount which is payable to Sublessee by any Person pursuant to this SECTION 3(k) shall not be paid to Sublessee if a Sublease Event of Default has occurred and is continuing or if any payment is due and owing by Sublessee to such Person under this Sublease or any other Operative Document. At such time as there shall not be continuing any such Sublease Event of Default or there shall not be due and owing any such payment, such amount (to the extent not theretofore otherwise applied) shall be paid to Sublessee. Nothing in this SECTION 3(k) shall be construed as a guaranty by Sublessee of the residual value of the Aircraft. If a claim is made against a Sublessor involving one or more Expenses and such Indemnitee has notice thereof, Sublessor shall promptly after receiving such notice give notice of such claim to Sublessee; PROVIDED that the failure to give such notice shall not affect the obligations of Sublessee hereunder except to the extent Sublessee is prejudiced by such failure to give notice in a timely manner or the Sublessee's indemnification obligations are increased as a result of such failure, in which case, Sublessee's obligations shall be released to the extent of such increase. If no Sublease Event of Default shall have occurred and be continuing and Sublessee shall have acknowledged that the Expense which is the subject of the claim is covered by SECTION 3(k), Sublessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (A) in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) in any judicial or administrative proceeding involving a claim for one or more Expenses and other claims related or unrelated to the transactions contemplated by the Operative Documents, to assume responsibility for and control of such claim for Expenses to the extent that the same may be and is severed from such other claims (and such Indemnitee shall use their commercially reasonable efforts, best efforts to obtain such Sublease Agreement (MSN 30808) severance) and shall cause TSX Venture Exchange Inc. to use its commercially reasonable efforts(C) in any other case, to obtain be consulted by such Indemnitee with respect to judicial proceedings subject to the consent (control of such Indemnitee and to be allowed to participate therein. Notwithstanding any of the “Landlords’ Consent”) foregoing to the contrary, Sublessee shall not be entitled to assume responsibility for and control of The Great-West Life Assurance Company and ASET Properties Inc. (togetherany such judicial or administrative proceedings if such proceedings will involve a material risk of the sale, foreclosure, forfeiture or loss of the Aircraft, the “Landlords”) Trust Estate, the Trust Indenture Estate or any part thereof unless in such an event Sublessee shall have posted adequate bond or other security in respect to such risk or if such proceedings could result in any criminal liability for any Indemnitee. An Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Sublessee pursuant to the preceding provisions. The affected Indemnitee shall supply Sublessee with such information reasonably requested by Sublessee as is necessary or advisable for Sublessee to control or participate in any proceeding to the extent permitted by this SECTION 3(j). Such Indemnitee shall not enter into a sublease agreement settlement or other compromise with NGX substantially in respect to any Expense without the form attached as Exhibit C (a “Sublease Agreement”prior written consent of Sublessee, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this SECTION 3(j). If, prior to Sublessee shall supply the Closing, Sellers have obtained the Landlords’ Consent to enter into a Sublease Agreement, then Sellers shall cause TSX Ventures Exchange Inc. and NGX to enter into a Sublease Agreement (Indemnitee with such changes information reasonably requested by the Landlords and consented Indemnitee as is necessary or advisable for the Indemnitee to by the Purchaser, such consent not to be unreasonably withheld, conditioned control or delayed) with effect as of the Closing. If Sellers have not obtained the Landlords’ Consent prior participate in any proceeding to the Closingextent permitted by this SECTION 3(j). Upon payment of any Expense pursuant to this SECTION 3(j), then from Sublessee, without any further action, shall be subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and after the Closing (i) for a period not to exceed 100 days in total (including the time prior cooperate with Sublessee at Sublessee's expense, to permit Sublessee to pursue such claims, if any, to the Closing) (A) Sellers shall continue to use their commercially reasonable efforts, and shall cause TSX Venture Exchange Inc. to use its commercially reasonable efforts, to obtain the Landlords’ Consent and (B) once the Landlords’ Consent has been obtained, Sellers shall cause TSX Venture Exchange Inc. and Purchaser shall cause NGX to enter into a Sublease Agreement (with such changes reasonably extent requested by the Landlords and consented to by the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed) and (ii) Sellers shall provide the space that would have been subleased pursuant to the terms of such a sublease agreement as an Additional Service (as defined in the Transition Services Agreement) to Purchaser under the Transition Services Agreement, and Purchaser shall pay the per square foot per annum price for such space pursuant to the Sublease Agreement, until the earlier date of (A) the date on which the Landlords’ Consent has been obtained and such a Sublease Agreement has become effective and (B) October 30, 2020Sublessee.

Sublease Agreement. Sellers shall use their commercially reasonable effortsWith respect to that certain Oil & Gas Sublease Agreement, dated July 27, 2009, between NiSource Energy Ventures, LLC, Columbia Gas Transmission, LLC and shall cause TSX Venture Exchange Inc. to use its commercially reasonable efforts, to obtain the consent CONSOL (the “Landlords’ Consent”) of The Great-West Life Assurance Company and ASET Properties Inc. (togetheras amended, the “Landlords”) to enter into a sublease agreement with NGX substantially in the form attached as Exhibit C (a “Sublease Agreement”). If, prior (a) the Sublease Agreement shall be deemed to be an Applicable Contract and Noble shall acquire an interest therein at Closing in accordance with the Closing, Sellers have obtained the Landlords’ Consent to enter into a Sublease Acquisition Agreement, then Sellers (b) for purposes of Sections 5.1, 5.2 and 5.3 of the Acquisition Agreement, CONSOL shall cause TSX Ventures Exchange Inc. and NGX to enter into a Sublease Agreement (with such changes reasonably requested by the Landlords and consented to by the Purchaserbe treated as if, such consent not to be unreasonably withheld, conditioned or delayed) with effect as of the Closing. If Sellers have not obtained the Landlords’ Consent prior Closing Date, it had earned and had record title to the Closing, then from and after the Closing (i) for a period not to exceed 100 days in total (including the time prior to the Closing) (A) Sellers shall continue to use their commercially reasonable efforts, and shall cause TSX Venture Exchange Inc. to use its commercially reasonable efforts, to obtain the Landlords’ Consent and (B) once the Landlords’ Consent has been obtained, Sellers shall cause TSX Venture Exchange Inc. and Purchaser shall cause NGX to enter into a Sublease Agreement (with such changes reasonably requested by the Landlords and consented to by the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed) and (ii) Sellers shall provide the space that would have been subleased pursuant to the terms of such a sublease agreement as an Additional Service (as defined interest in the Transition Services Agreement) to Purchaser under the Transition Services Agreement, and Purchaser shall pay the per square foot per annum price for such space pursuant Leases subject to the Sublease Agreement, until which Leases are set forth on Annex IX (the earlier date “NiSource/Columbia Leases”), as contemplated by the Sublease Agreement (c) solely for purposes of determining which Leases are actually assigned to Noble by CONSOL at Closing, the NiSource/Columbia Leases shall be deemed to be removed from Exhibit A to the Acquisition Agreement and from Exhibit A to the New Assignment (Adefined below), and (d) the date on which term Permitted Encumbrances shall be deemed to include the Landlords’ Consent has been obtained terms and such a conditions of the Sublease Agreement has become effective so long as the net cumulative effect of the Sublease Agreement (which net cumulative effect will be determined assuming the conditions applicable to earning the NiSource/Columbia Leases under the Sublease Agreement have been satisfied and that CONSOL had actually received an assignment of the NiSource/Columbia Leases as of the Closing Date) does not (i) operate to reduce the Net Revenue Interest of CONSOL with respect to any NiSource/Columbia Lease to an amount less than the Net Revenue Interest set forth in Exhibit A to the Acquisition Agreement for such NiSource/Columbia Lease, and (Bii) October 30, 2020reduce the Net Acres in any Area to less than the Minimum Net Acres for such Area. The Parties further acknowledge that the Sublease Agreement requires the Parties to conduct certain drilling operations in order to earn the NiSource/Columbia Leases and that any future assignment of any NiSource/Columbia Lease to either CONSOL or Noble in accordance with the terms of the Sublease Agreement shall not be subject to the terms of Article V of the Development Agreement.

Sublease Agreement. Sellers shall use their commercially reasonable efforts, and shall cause TSX Venture Exchange Inc. to use its commercially reasonable efforts, to obtain If the consent (Sublease Agreement is not terminated by the “Landlords’ Consent”) of The Great-West Life Assurance Company and ASET Properties Inc. (together, the “Landlords”) to enter into a sublease agreement with NGX substantially in the form attached as Exhibit C (a “Sublease Agreement”). If, prior to the Landlord within 45 days after Closing, Sellers have obtained Buyer may cause Xxxxxxx to terminate the Landlords’ Consent to enter into a Sublease Agreement in accordance with the terms of the Sublease Agreement, then Sellers whereupon Seller shall cause TSX Ventures Exchange Inc. be responsible for and NGX to enter into a Sublease Agreement (with such changes reasonably requested by will pay all costs, and other expenses under the Landlords and consented to by lease for the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed) with effect as of the Closing. If Sellers have not obtained the Landlords’ Consent prior to the Closing, then period from and after the date 90 days after Closing until the termination of the Term (the “Post 90 Day Period”); provided, however, that (i) in no event shall Seller be liable for a period any losses, costs or expenses incurred prior to or after the Post 90 Day Period which arise out of Buyer or its Affiliates’ breach of the Sublease Agreement or out of Buyer or its Affiliates negligence or willful misconduct with respect to such Sublease Agreement, and (ii) if at any time after the Closing, Seller requests that Buyer terminate or cause Xxxxxxx to terminate the Sublease Agreement, Buyer shall terminate the Sublease Agreement within 2 business days of such request and, in such event, Buyer shall be responsible for all costs and expenses under the Sublease Agreement from the Closing Date until 90 days after the Closing Date, and Seller shall be responsible for all costs and expenses under the Sublease Agreement for the Post 90 Day Period; provided further, however, that all of the foregoing provisions above shall not to exceed 100 days in total (including the time apply where, on or prior to the ClosingClosing Date, the Seller has delivered to the Buyer a fully executed Sublease Termination Notice. For the avoidance of doubt, it is understood and agreed that Seller will be responsible for any extraordinary costs and expenses of the Company with respect to the Sublease Agreement and the termination thereof (for example, breakage fees or penalties) (A) Sellers shall continue to use their commercially reasonable effortsand all other costs and expenses under the Sublease Agreement during the Post 90 Day Period, if any, and Buyer shall cause TSX Venture Exchange Inc. to use be responsible for (i) any costs or expenses of the Company which are for the Company’s account in its commercially reasonable efforts, to obtain capacity as a sub-tenant under the Landlords’ Consent and (B) once the Landlords’ Consent has been obtained, Sellers shall cause TSX Venture Exchange Inc. and Purchaser shall cause NGX to enter into a Sublease Agreement (with such changes reasonably requested by whether or not Buyer causes the Landlords Company to occupy the facility during the period following the Closing and consented through and until the beginning of the Post 90 Day Period), and which are apparent on the face of the Sublease Agreement (for example, those obligations relating to by the Purchaserrent, such consent not to be unreasonably withheldutilities, conditioned or delayedtaxes, maintenance and insurance) and (ii) Sellers shall provide any costs, obligations or liabilities which are caused by the space that would have been subleased pursuant to Buyer’s or the terms Company’s breach of such a sublease agreement as an Additional Service (as defined in the Transition Services Agreement) to Purchaser under the Transition Services Agreement, and Purchaser shall pay the per square foot per annum price for such space pursuant to the Sublease Agreement, until negligence or willful misconduct after the earlier date of (A) Closing. Further, Buyer covenants and agrees that neither it nor the date on which Company will amend or agree to amend the Landlords’ Consent has been obtained and such a Sublease Agreement has become effective and (B) October 30, 2020without the Seller’s consent.