Subleased Premises. In the event that the Master Lease is terminated at any time during the Term hereof for any reason other than a default due to the acts or omissions of Tenant, as sublessee thereunder, and such termination occurs when Tenant occupies the Subleased Premises pursuant to the Sublease, in order to assure Tenant of the continuation of its use and occupancy of the Subleased Premises without interruption, Landlord hereby grants to Tenant an option to add the Subleased Premises to the Lease hereunder, upon the terms and conditions set forth in this Section and in the Consent. The provisions of this Section 7(a) supplement and are intended to be in addition to the rights granted to Tenant in the Consent. Landlord shall give written notice to Tenant within seven (7) business days after Landlord sends to Sublessor, or receives from Sublessor, written notice that the Master Lease is terminated, or being terminated, and that the termination date will occur prior to the expiration of the current term of the Sublease. Tenant shall have ten (10) business days following its receipt of such written notice from Landlord within which to exercise the expansion option granted by this Section. In the event Tenant exercises its expansion option granted pursuant to this Section to add the Subleased Premises to the Leased Premises governed by the Lease, then Tenant and Landlord shall negotiate in good faith to agree to the terms of an amendment to the Lease (the “Lease Amendment”) consistent with the terms of this Section. The Lease Amendment shall provide, among other provisions, that (1) the Subleased Premises shall be added to the “Leased Premises” under the Lease upon all of the terms and conditions outlined in the Lease applicable to the Leased Premises, including rental rates, (2) the Base Rent, at the amount per rentable square foot as set forth in this Fourth Amendment, as applicable during such 10 O1037432.2 5/9/2014 lease year, (3) Tenant and Landlord reaffirm all other terms and conditions set forth in the Lease, as amended by this Fourth Amendment, to apply to the Subleased Premises, with the exception of the provisions set forth in Section 4 above related to the Tenant Maintenance Services, (3) Landlord shall have a relocation right for the Subleased Premises, to allow Landlord to change the location of the Subleased Premises within Building III, subject to the provisions contained herein and (4) Tenant will be provided with the same parking spaces as granted to Tenant under the Sublease. The parties shall enter into the Lease Amendment prior to the date of termination of the Master Lease. With respect to such relocation, such Lease Amendment shall provide for the following: (i) The premises to which Tenant shall be relocated (“Substitute Premises”) shall be within Building III, in a size and configuration comparable to the Subleased Premises; (ii) Prior to the obligation of Tenant to relocate to the Substitute Premises, the Landlord shall construct such tenant improvements, at Landlord’s sole cost and expense, as are necessary to render the Substitute Premises in the same or comparable condition as the Subleased Premises; (iii) Landlord shall pay all reasonable costs associated with such relocation, including, without limitation, all cost of the physical relocation of the Subleased Premises and new promotional materials, business cards, letterhead, signage and other business related materials that reference the suite number and the cost of moving any phone and computers and installing related cabling; and (iv) An appropriate adjustment in the Base Rent and Tenant’s Pro Rata Share of any Operating Expenses based upon any variance in the size of the Substitute Premises (but not the rate on a per square foot basis), but in no event shall Tenant be obligated to pay any rent or Operating Expenses in excess of the amount Tenant pays under the Lease for the Subleased Premises. Tenant’s right to exercise this option is conditioned upon Tenant not being in default of the time of exercise or as of the date upon which the Subleased Premises is added to the Lease. It is expressly understood and agreed that the option granted to Tenant under this subsection 7(a) shall apply only if and when the existing lease rights of Metavante Corporation (“Metavante”) cease in Building III in a manner which results in the loss of Tenant’s possessory rights in Building III.
Appears in 1 contract
Sources: Lease Agreement
Subleased Premises. In the event that the Master Lease is terminated at any time during the Term hereof for any reason other than a default due to the acts or omissions of Tenant, as sublessee thereunder, and such termination occurs when Tenant occupies the Subleased Premises pursuant to the Sublease, in order to assure Tenant of the continuation of its use and occupancy of the Subleased Premises without interruption, Landlord hereby grants to Tenant an option to add the Subleased Premises to the Lease hereunder, upon Upon the terms and conditions set forth in this Section and in the Consent. The provisions of this Section 7(a) supplement and are intended to be in addition Sublease, the Sublessor hereby subleases to the rights granted to Tenant in Sublessee and the Consent. Landlord shall give written notice to Tenant within seven (7) business days after Landlord sends to SublessorSublessee hereby subleases from the Sublessor the entire New Jersey Premises located at ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or receives from Sublessor▇▇▇▇▇▇▇▇▇▇▇▇, written notice that ▇▇▇ ▇▇▇▇▇▇ leased by the Sublessor under the Master Lease Lease, legally described on attached Exhibit B (the “Subleased Premises”). It is terminated, or being terminated, understood and agreed that this Sublease does not include any other premises other than the termination date will occur prior to the expiration of the current term of the Sublease. Tenant shall have ten (10) business days following its receipt of such written notice from Landlord within New Jersey Premises which to exercise the expansion option granted by this Section. In the event Tenant exercises its expansion option granted pursuant to this Section to add is the Subleased Premises to under this Sublease. It is acknowledged that the Leased Premises governed by following specified personal property, equipment and/or improvements of the LeaseSublessor (collectively, then Tenant and Landlord shall negotiate in good faith to agree to the terms of an amendment to the Lease (the “Lease AmendmentPersonal Property”) consistent with the terms of this Section. The Lease Amendment shall provide, among other provisions, that (1) remains upon the Subleased Premises shall be added to the “Leased Premises” under the Lease upon all of the terms and conditions outlined in the Lease applicable to the Leased Premises, including rental rates, (2) the Base Rent, at the amount per rentable square foot as set forth in this Fourth Amendment, as applicable during such 10 O1037432.2 5/9/2014 lease year, (3) Tenant and Landlord reaffirm all other terms and conditions set forth in the Lease, as amended by this Fourth Amendment, to apply to the Subleased Premises, with the exception of the provisions set forth in Section 4 above related to the Tenant Maintenance Services, (3) Landlord shall have a relocation right for the Subleased Premises, to allow Landlord to change the location of the Subleased Premises within Building III, subject to the provisions contained herein and (4) Tenant will be provided with the same parking spaces as granted to Tenant under the Sublease. The parties shall enter into the Lease Amendment prior to the date of termination of the Master Lease. With respect to such relocation, such Lease Amendment shall provide for the following: (i) The premises to which Tenant shall be relocated (“Substitute Premises”) shall be within Building III, in a size and configuration comparable to the Subleased Premises; (ii) Prior to the obligation of Tenant to relocate to the Substitute Premises, the Landlord shall construct such tenant improvements, at Landlord’s sole cost and expense, as are necessary to render the Substitute Premises in the same or comparable condition as the Subleased Premises; (iii) Landlord shall pay all reasonable costs associated with such relocation, including, without limitation, all cost of the physical relocation of the Subleased Premises and new promotional materials, business cards, letterhead, signage and other business related materials that reference the suite number and the cost of moving any phone and computers and installing related cabling; and (iv) An appropriate adjustment in the Base Rent and Tenant’s Pro Rata Share of any Operating Expenses based upon any variance in the size of the Substitute Premises (but not the rate on a per square foot basis), but in no event shall Tenant be obligated to pay any rent or Operating Expenses in excess of the amount Tenant pays under the Lease for the Subleased Premises. Tenant’s right to exercise this option is conditioned upon Tenant not being in default of the time of exercise or as of the date of this Sublease: (a) all equipment comprising the paint line, including but not limited to the conveyor, the wash system, the paint booths, the drying ovens, paint hoppers and a burn-off oven, (b) the AC motor winder, and (c) all inventory and all movable furniture not purchased by the Sublessee, except for the furniture, files and lab equipment of the Sublessor (the “Excluded Property”) which Excluded Property only may be stored upon which the Subleased Premises is added in an area of 35 feet by 75 feet (2,625 square feet) in the southwest corner of the warehouse, until no later than January 5, 2005. The Sublessor shall remove the Personal Property (except the Excluded Property which may remain until no later than January 5, 2005) and repair any damage caused in connection with such removal prior to the LeaseCommencement Date of this Sublease. It is expressly understood and agreed that the option granted Excluded Property shall be accessed by the Sublessor only at the time that such Excluded Property will be relocated to Tenant under this subsection 7(a) a different APW facility. If the Excluded Property is not removed from the Subleased Premises on or before January 5, 2005, the Sublessee may dispose of the Excluded Property as it so desires and the Sublessor shall apply only if reimburse the Sublessee for the reasonable cost of such disposal. It is understood that the Sublessee shall not have any liability with respect to the Excluded Property and when the existing lease Sublessee shall not be liable for any injury to persons entering the Subleased Premises relating thereto, and the Sublessor shall indemnify and hold harmless the Sublessee with respect to any such liability. The Sublessor hereby represents and warrants that no person or entity other than the Sublessor has any rights to use, occupy, lease, sublease or possess any portion of Metavante Corporation (“Metavante”) cease in Building III in a manner which results in the loss of Tenant’s possessory rights in Building IIISubleased Premises.
Appears in 1 contract
Subleased Premises. In the event that the Master Lease is terminated at any time during the Term hereof for any reason other than a default due to the acts or omissions of Tenant, as sublessee thereunder, and such termination occurs when Tenant occupies the Subleased Premises pursuant to the Sublease, in order to assure Tenant of the continuation of its use and occupancy of the Subleased Premises without interruption, Landlord hereby grants to Tenant an option to add the Subleased Premises to the Lease hereunder, upon the terms and conditions set forth in this Section and in the Consent. The provisions of this Section 7(a) supplement and are intended to be in addition to the rights granted to Tenant in the Consent. Landlord shall give written notice to Tenant within seven (7) business days after Landlord sends to Sublessor, or receives from Sublessor, written notice that the Master Lease is terminated, or being terminated, and that the termination date will occur prior to the expiration of the current term of the Sublease. Tenant shall have ten (10) business days following its receipt of such written notice from Landlord within which to exercise the expansion option granted by this Section. In the event Tenant exercises its expansion option granted pursuant to this Section to add the Subleased Premises to the Leased Premises governed by the Lease, then Tenant and Landlord shall negotiate in good faith to agree to the terms of an amendment to the Lease (the “Lease Amendment”) consistent with the terms of this Section. The Lease Amendment shall provide, among other provisions, that (1) the Subleased Premises shall be added to the “Leased Premises” under the Lease upon all of the terms and conditions outlined in the Lease applicable to the Leased Premises, including rental rates, (2) the Base Rent, at the amount per rentable square foot as set forth in this Fourth Amendment, as applicable during such 10 O1037432.2 5/9/2014 lease year, (3) Tenant and Landlord reaffirm all other terms and conditions set forth in the Lease, as amended by this Fourth Amendment, to apply to the Subleased Premises, with the exception of the provisions set forth in Section 4 above related to the Tenant Maintenance Services, (3) Landlord shall have a relocation right for the Subleased Premises, to allow Landlord to change the location of the Subleased Premises within Building III, subject to the provisions contained herein and (4) Tenant will be provided with the same parking spaces as granted to Tenant under the Sublease. The parties shall enter into the Lease Amendment prior to the date of termination of the Master Lease. With respect to such relocation, such Lease Amendment shall provide for the following: (i) The premises to which Tenant shall be relocated (“Substitute Premises”) shall be within Building III, in a size and configuration comparable to the Subleased Premises; (ii) Prior to the obligation of Tenant to relocate to the Substitute Premises, the Landlord shall construct such tenant improvements, at Landlord’s sole cost and expense, as are necessary to render the Substitute Premises in the same or comparable condition as the Subleased Premises; (iii) Landlord shall pay all reasonable costs associated with such relocation, including, without limitation, all cost of the physical relocation of the Subleased Premises and new promotional materials, business cards, letterhead, signage and other business related materials that reference the suite number and the cost of moving any phone and computers and installing related cabling; and (iv) An appropriate adjustment in the Base Rent and Tenant’s Pro Rata Share of any Operating Expenses based upon any variance in the size of the Substitute Premises (but not the rate on a per square foot basis), but in no event shall Tenant be obligated to pay any rent or Operating Expenses in excess of the amount Tenant pays under the Lease for the Subleased Premises. Tenant’s right to exercise this option is conditioned upon Tenant not being in default of the time of exercise or as of the date upon which the Subleased Premises is added to the Lease. It is expressly understood and agreed that the option granted to Tenant under this subsection 7(a) shall apply only if and when the existing lease rights of Metavante Corporation (“Metavante”) cease in Building III in a manner which results in the loss of Tenant’s possessory rights in Building III.such
Appears in 1 contract
Sources: Lease (Electronic Arts Inc.)
Subleased Premises. In the event that the Master Lease is terminated at any time during the Term hereof for any reason other than Seller has made available to Buyer a default due to the acts or omissions of Tenant, as sublessee thereunder, true and such termination occurs when Tenant occupies the Subleased Premises pursuant to the Sublease, in order to assure Tenant of the continuation of its use and occupancy of the Subleased Premises without interruption, Landlord hereby grants to Tenant an option to add the Subleased Premises to the Lease hereunder, upon the terms and conditions set forth in this Section and in the Consent. The provisions of this Section 7(a) supplement and are intended to be in addition to the rights granted to Tenant in the Consent. Landlord shall give written notice to Tenant within seven (7) business days after Landlord sends to Sublessor, or receives from Sublessor, written notice that the Master Lease is terminated, or being terminated, and that the termination date will occur prior to the expiration of the current term of the Sublease. Tenant shall have ten (10) business days following its receipt of such written notice from Landlord within which to exercise the expansion option granted by this Section. In the event Tenant exercises its expansion option granted pursuant to this Section to add the Subleased Premises to the Leased Premises governed by the Lease, then Tenant and Landlord shall negotiate in good faith to agree to the terms of an amendment to the Lease (the “Lease Amendment”) consistent with the terms of this Section. The Lease Amendment shall provide, among other provisions, that (1) the Subleased Premises shall be added to the “Leased Premises” under the Lease upon all of the terms and conditions outlined in the Lease applicable to the Leased Premises, including rental rates, (2) the Base Rent, at the amount per rentable square foot as set forth in this Fourth Amendment, as applicable during such 10 O1037432.2 5/9/2014 lease year, (3) Tenant and Landlord reaffirm all other terms and conditions set forth in the Lease, as amended by this Fourth Amendment, to apply to the Subleased Premises, with the exception of the provisions set forth in Section 4 above related to the Tenant Maintenance Services, (3) Landlord shall have a relocation right for the Subleased Premises, to allow Landlord to change the location of the Subleased Premises within Building III, subject to the provisions contained herein and (4) Tenant will be provided with the same parking spaces as granted to Tenant under the Sublease. The parties shall enter into the Lease Amendment prior to the date of termination complete copy of the Master Lease. With respect to such relocationThe Master Lease is valid, such Lease Amendment shall provide for the following: binding, enforceable (i) The premises to which Tenant shall be relocated (“Substitute Premises”) shall be within Building III, in a size and configuration comparable subject to the Subleased Premises; (iiBankruptcy Exceptions) Prior to the obligation and in full force and effect, and Seller enjoys peaceful and undisturbed possession of Tenant to relocate to the Substitute Premises, the Landlord shall construct such tenant improvements, at Landlord’s sole cost and expense, as are necessary to render the Substitute Premises in the same or comparable condition as the Subleased Premises; (iii) Landlord shall pay all reasonable costs associated with such relocation, including, without limitation, all cost of the physical relocation of the Subleased Premises and new promotional materials, business cards, letterhead, signage and other business related materials that reference the suite number and the cost of moving any phone and computers and installing related cabling; and (iv) An appropriate adjustment in the Base Rent and Tenant’s Pro Rata Share of any Operating Expenses based upon any variance in the size of the Substitute Premises (but not the rate on a per square foot basis), but in no event shall Tenant be obligated to pay any rent or Operating Expenses in excess of the amount Tenant pays under the Lease for the Subleased Premises. TenantSeller is not in breach or default under the Master Lease, and no event has occurred or circumstance exists which, with the delivery of notice, would constitute such a breach or default, and Seller has paid all rent due and payable under the Master Lease. Seller has not received nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by Seller under the Master Lease and, to Seller’s Knowledge, no other party is in default thereof, and no party to the Master Lease has exercised any termination rights with respect thereto. Seller has not subleased, assigned or otherwise granted to any Person (other than Buyer) the right to exercise this option is conditioned upon Tenant not being use or occupy the Subleased Premises, and, except as set forth in default Section 3.24 of the time Disclosure Schedule, Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in the Subleased Premises. In the five (5) year period immediately prior to Closing: (a) Seller has not received any written notice of exercise (i) except as set forth in Section 3.24(a)(i) to the Disclosure Schedule, violations of building codes and/or zoning ordinances or as other governmental or regulatory Laws affecting the Subleased Premises, (ii) existing, pending or threatened condemnation proceedings affecting the Subleased Premises, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the ability of the date upon which Buyer to use the Subleased Premises as currently used by Seller; (b) neither the whole nor any material portion of any Subleased Premises has been damaged or destroyed by fire or other casualty; and (c) the Subleased Premises has not been contaminated with any hazardous or toxic materials (including asbestos, lead-containing materials, radon, radioactive materials, per- and poly-fluoroalkyl substances (PFAS), or other emerging contaminants). The Subleased Premises is added sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Lease. It is expressly understood Closing and agreed that constitutes all of the option granted real property necessary to Tenant under this subsection 7(a) shall apply only if and when conduct the existing lease rights of Metavante Corporation (“Metavante”) cease in Building III in a manner which results in the loss of Tenant’s possessory rights in Building IIIBusiness as currently conducted.
Appears in 1 contract
Subleased Premises. In With respect to any "Premises" described and defined as a "Subleased Premises" on the event that the Master Lease is terminated at any time during the Term hereof for any reason other than Addendum hereto, which Landlord does not own, but leases or subleases from a default due to the acts or omissions of Tenant, Lessor (as sublessee thereunder, and such termination occurs when Tenant occupies the Subleased Premises pursuant to the Sublease, defined in order to assure Tenant of the continuation of its use and occupancy of the Subleased Premises without interruption, Landlord hereby grants to Tenant an option to add the Subleased Premises to the Lease hereunder, upon the terms and conditions set forth in this Section and in the Consent. The provisions of this Section 7(aeach Addendum hereto) supplement and are intended to be in addition to the rights granted to Tenant in the Consent. Landlord shall give written notice to Tenant within seven (7) business days after Landlord sends to Sublessor, or receives from Sublessor, written notice that the Master Lease is terminated, or being terminated, and that the termination date will occur prior to the expiration of the current term of the Sublease. Tenant shall have ten (10) business days following its receipt of such written notice from Landlord within which to exercise the expansion option granted by this Section. In the event Tenant exercises its expansion option granted pursuant to this Section to add the Subleased Premises to the Leased Premises governed by the Lease, then Tenant and Landlord shall negotiate in good faith to agree to under the terms of an amendment to existing lease or sublease (each, a "MAIN LEASE"), this Lease shall be a sublease of such Premises. Each such Premises constitutes all or a portion of the Lease Demised Premises (the “Lease Amendment”as defined in each Addendum attached hereto) consistent with leased by Landlord, as lessee or sublessee, under the terms of this Sectionthe applicable Main Lease. The Tenant hereby assumes and agrees to pay and perform all of the obligations of Landlord, as lessee or sub-lessee, under the Main Leases; PROVIDED, HOWEVER, Tenant shall not be bound by those provisions of a Main Lease Amendment which may be specifically excepted in the "Special Provisions" section of the Addendum related to such Main Lease, if applicable. Tenant has received and reviewed, or shall providereceive and review, among other provisionsas appropriate, that (1) the Subleased Premises shall be added a copy of each Main Lease prior to the “Leased execution of the applicable Addendum hereto relating to such Main Lease. Tenant shall not commit or permit to be committed on any of the Premises which are subject to a Main Lease any act or omission which would violate any term or condition of the Main Lease covering such Premises” under the Lease upon all . All of the terms and conditions outlined contained in the Lease applicable Main Leases with respect to the Leased PremisesPremises covered thereby are incorporated herein as terms and conditions of this Lease (with each reference therein to lessor and lessee, including rental rateshowever denominated, to be deemed to refer to Landlord and Tenant). In the event of any conflict or dispute with regard to the rights or obligations of Landlord and Tenant under or arising out of this Lease and under the terms of any Main Lease, the terms and provisions of this Lease shall control. Notwithstanding anything to the contrary contained herein, in the event of any termination or any expiration of a Main Lease, howsoever brought about, (2i) the Base Rent, at the amount per rentable square foot as set forth in this Fourth Amendment, as applicable during such 10 O1037432.2 5/9/2014 lease year, Rent (3) Tenant and Landlord reaffirm all other terms and conditions set forth in the Lease, as amended by this Fourth Amendment, to apply to the Subleased Premises, with the exception of the provisions set forth in Section 4 above related to the Tenant Maintenance Services, (3) Landlord shall have a relocation right for the Subleased Premises, to allow Landlord to change the location of the Subleased Premises within Building III, subject to the provisions contained herein and (4) Tenant will be provided with the same parking spaces as granted to Tenant under the Sublease. The parties shall enter into the Lease Amendment prior to the date of termination of the Master Lease. With respect to such relocation, such Lease Amendment shall provide for the following: (i) The premises to which Tenant shall be relocated (“Substitute Premises”hereinafter defined) shall be within Building III, in a size and configuration comparable reduced by the Base Rent Component (hereinafter defined) attributable to the Subleased Premises; Premises covered thereby, (ii) Prior this Lease shall terminate with respect to the obligation of Tenant to relocate to the Substitute PremisesPremises covered thereby, the Landlord shall construct such tenant improvements, at Landlord’s sole cost and expense, as are necessary to render the Substitute Premises in the same or comparable condition as the Subleased Premises; (iii) neither Landlord nor Tenant shall pay all reasonable costs associated have any further rights or obligations under this Lease with such relocation, including, without limitation, all cost of the physical relocation of the Subleased Premises and new promotional materials, business cards, letterhead, signage and other business related materials that reference the suite number and the cost of moving respect thereto (except with respect to any phone and computers and installing related cabling; and (iv) An appropriate adjustment in the Base Rent and Tenant’s Pro Rata Share of any Operating Expenses based upon any variance in the size of the Substitute Premises (but not the rate on a per square foot basis), but in no event shall Tenant be obligated to pay any rent rights or Operating Expenses in excess of the amount Tenant pays under the Lease for the Subleased Premises. Tenant’s right to exercise this option is conditioned upon Tenant not being in default of the time of exercise or obligations accrued as of the date upon of such expiration or termination, and except for any claim for damages where the expiration or termination of the Main Lease was caused by the failure of Landlord or Tenant to pay or perform their respective obligations in regards to such Main Lease, or this Lease, all of which the Subleased Premises is added accrued rights and obligations and damage claims shall survive termination of this Lease with respect to the Lease. It is expressly understood and agreed that the option granted to Tenant under this subsection 7(a) shall apply only if and when the existing lease rights of Metavante Corporation (“Metavante”) cease in Building III in a manner which results in the loss of Tenant’s possessory rights in Building IIIsuch Premises).
Appears in 1 contract
Subleased Premises. In the event that the Master Lease is terminated at any time during Sublessor hereby subleases to Sublessee and Sublessee hereby subleases from Sublessor for the Term hereof for any reason other than a default due to (hereinafter defined), at the acts or omissions of Tenant, as sublessee thereunderRental, and such termination occurs when Tenant occupies the Subleased Premises pursuant to the Sublease, in order to assure Tenant upon all of the continuation of its use and occupancy of the Subleased Premises without interruption, Landlord hereby grants to Tenant an option to add the Subleased Premises to the Lease hereunder, upon the terms and conditions set forth in this Section Sublease, that certain office space containing approximately 12,414 rentable square feet (including approximately 1,464 of rentable feet designated as the "ACF") more particularly described on Exhibit A (herein defined as the "Subleased Premises"), together with all other rights, benefits and privileges of a Sublessor as tenant under the Prime Lease including, without limitation, the right of use and enjoyment in common with others, of the Consentcommon areas and facilities appurtenant to and serving the Subleased Premises, and no other furniture, fixtures, machinery, equipment or other furnishings of Sublessor. The provisions of this Section 7(a) supplement and are intended to be in addition to the rights granted to Tenant in the Consent. Landlord shall give written notice to Tenant within seven (7) business days after Landlord sends to Sublessor, or receives from Sublessor, written notice that the Master Lease is terminated, or being terminated, and that the termination date will occur prior to the expiration Subleased Premises comprise portions of the current term Science and Administration Facility (and its related parking area) (hereinafter referred to as the "Leased Property"), having a street address of ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇. Sublessor is the tenant of the SubleaseLeased Property by virtue of a certain Prime Lease dated June 19, 1998 ("Prime Lease"), with Cousins Properties, Inc. ("Prime Landlord"), which is attached hereto as Exhibit B and incorporated herein by reference in its entirety. Tenant shall have ten (10) business days following its receipt of such written notice from Landlord within which to exercise the expansion option granted by this Section. In the event Tenant exercises its expansion option granted pursuant to this Section to add Sublessee agrees that it will occupy the Subleased Premises to the Leased Premises governed by the Lease, then Tenant and Landlord shall negotiate in good faith to agree to the terms of an amendment to the Lease (the “Lease Amendment”) consistent accordance with the terms of this Sectionthe Prime Lease and will not suffer to be done or omit to do, any action which may result in a violation of or a default under any of the terms an conditions of the Prime Lease, or render the Sublessor liable for any damage, charge or expense thereunder. The Lease Amendment shall provide, among other provisions, that (1) the Subleased Premises This Sublease is and shall be added at all times subject and subordinate to the “Leased Premises” under the Lease upon all each and every one of the terms and conditions outlined of the Prime Lease, except for those provisions of the Prime Lease which are directly contradicted by or inapplicable to the Sublease, in which event the terms of this Sublease shall control over the Prime Lease and the Sublessee shall comply with the applicable terms and provisions of the Prime Lease (e.g., the Rental amount is governed by paragraph 4 below)) which is incorporated herein by reference as though fully set forth. Sublessee's rights under this Sublease shall be contingent upon Sublessor's rights under the Prime Lease, and in the event the Prime Lease applicable is terminated for any reason, then the Sublease shall be terminated and Sublessor shall have no liability to Sublessee as a result of said termination. Sublessor covenants that it has the Leased Premisesright, including rental ratespower and authority to enter into and fulfill the obligations of this Sublease. Provided that Inhibitex is not in default hereunder, (2) Sublessor shall take all reasonable actions and pay all monies due under the Base Rent, at the amount per rentable square foot as set forth in this Fourth Amendment, as applicable during such 10 O1037432.2 5/9/2014 lease year, (3) Tenant and Landlord reaffirm all other terms and conditions set forth in the Prime Lease, as amended by this Fourth Amendmentin order to keep the Prime Lease in full force and effect. Nothing herein shall be construed in any way to affect the rights and obligations of the Prime Landlord, to apply and no contractual relationship is intended hereby directly between Sublessee and Prime Landlord. Sublessor shall reasonably assist Sublessee in obtaining any consents or approvals of the Prime Landlord regarding Sublessee's signage or alterations to the Subleased Premises, with the exception of the provisions set forth in Section 4 above related to the Tenant Maintenance Services, (3) Landlord shall have a relocation right for the Subleased Premises, to allow Landlord to change the location of the Subleased Premises within Building III, subject to the provisions contained herein and (4) Tenant will be provided with the same parking spaces as granted to Tenant if required under the Sublease. The parties shall enter into the Lease Amendment prior to the date of termination of the Master Prime Lease. With respect to such relocation, such Lease Amendment shall provide for the following: (i) The premises to which Tenant shall be relocated (“Substitute Premises”) shall be within Building III, in a size and configuration comparable to the Subleased Premises; (ii) Prior to the obligation of Tenant to relocate to the Substitute Premises, the Landlord shall construct such tenant improvements, at Landlord’s sole cost and expense, as are necessary to render the Substitute Premises in the same or comparable condition as the Subleased Premises; (iii) Landlord shall pay all reasonable costs associated with such relocation, including, without limitation, all cost of the physical relocation of the Subleased Premises and new promotional materials, business cards, letterhead, signage and other business related materials that reference the suite number and the cost of moving any phone and computers and installing related cabling; and (iv) An appropriate adjustment in the Base Rent and Tenant’s Pro Rata Share of any Operating Expenses based upon any variance in the size of the Substitute Premises (but not the rate on a per square foot basis), but in no event shall Tenant be obligated to pay any rent or Operating Expenses in excess of the amount Tenant pays under the Lease for the Subleased Premises. Tenant’s right to exercise this option is conditioned upon Tenant not being in default of the time of exercise or as of the date upon which the Subleased Premises is added to the Lease. It is expressly understood and agreed that the option granted to Tenant under this subsection 7(a) shall apply only if and when the existing lease rights of Metavante Corporation (“Metavante”) cease in Building III in a manner which results in the loss of Tenant’s possessory rights in Building III.
Appears in 1 contract
Sources: Sublease Agreement (Inhibitex Inc)