Sublessor Covenants Sample Clauses

Sublessor Covenants. Sublessor covenants and agrees that, so long as Sublessee is not in default beyond any applicable period of notice and/or cure hereunder, Sublessor: (a) shall cause all rent to be paid under the Lease as and when due and payable under the Lease; (b) shall observe and perform the other terms, provisions, covenants, and conditions of the Lease to be observed and performed by Sublessor, except to the extent that such terms, provisions, covenants, and conditions are assumed by Sublessee hereunder; (c) shall not voluntarily terminate the Lease except pursuant to a right of termination arising out of casualty or condemnation expressly set forth in the Lease and shall not amend the Lease in a manner adverse to Sublessee in any material respect; and (d) shall not take any action or fail to perform any act that results in a breach or default under the Lease to the extent any such action or any such failure to perform any such act adversely affects (i) the rights of Sublessee under this Sublease, including, without limitation, the right of Sublessee to receive all services, utilities, repairs and restorations to be provided by Landlord under the Lease with respect to the Subleased Premises as provided in Section 17 hereof, (ii) the ability of Sublessee to seek or obtain the approval or consent of Landlord to matters that require the approval or consent of Landlord or (iii) the right of Sublessee to use and occupy the Subleased Premises for the purposes and as provided under this Sublease.
Sample 1Sample 2
AutoNDA by SimpleDocs
Sublessor Covenants. Sublessor shall not, without prior written consent of Sublessee, modify or amend the Base Lease or take any action which would in any way (a) diminish Sublessee’s receipt of services to the Premises, (b) increase the Rent or Additional Rent under this Sublease, (c) shorten the term of this Sublease (except resulting from casualty or condemnation); (d) increase the obligations or decrease the rights of Sublessee under this Sublease or (e) decrease the obligations or increase the rights of Landlord with respect to the Premises and/or this Sublease.
Sample 1Sample 2
Sublessor Covenants. Sublessor covenants to promptly pay when due all rents due and accruing to Landlord and in the event that it fails to promptly remit said rent to Landlord, Sublessor specifically authorizes and directs Sublessee, upon Sublessee's receipt of due written demand from Landlord, to remit the rent hereunder directly to Landlord and said remittance shall be deemed in lieu of the rent obligations herein contained.
Sample 1Sample 2
Sublessor Covenants. Subject to Section 12 of this Sublease, Sublessor agrees to maintain the Master Lease, as it pertains to the Subleased Premises, during the entire term of this Sublease free from an Event of Default, and, as provided in Section 5.6 of this Sublease, to use its reasonable efforts to cause Master Lessor to comply with or perform its obligations under the Master Lease. Sublessor shall indemnify, defend and hold Sublessee free and harmless of and from all claims, demands, actions, proceedings, suits, liabilities, losses, judgments, expenses (including reasonable attorneys’ fees) and damages of any kind or nature whatsoever, excluding however consequential damages, arising out of (i) Sublessor’s failure to maintain the Master Lease free from an Event of Default by Sublessor under the Master Lease; (ii) any Event of Default by Sublessor under this Sublease; (iii) Sublessor’s failure to perform its obligations under Section 5.6 of this Sublease and (iv) except as provided in Section 12 of this Sublease, any termination of the Master Lease prior to November 11, 2011 as a result of an agreement between Master Lessor and Sublessor, without Sublessee’s consent. Notwithstanding the foregoing, Sublessor shall have no obligation to indemnify Sublessee pursuant to subsection (i) above if Sublessor’s Event of Default under the Master Lease is caused by an Event of Default by Sublessee under this Sublease.
Sample 1
Sublessor Covenants. (a) Except as set forth above or as otherwise required by the context of the Lease, all of the Sublessor's covenants and obligations under the Sublease shall be the same as the covenants and obligations of Landlord to Sublessor under the Lease and all Amendments thereto. (b) In the event of any dispute and/or litigation between the Sublessor and the Landlord, the Sublessor will hold the Sublessee harmless.
Sample 1

Related to Sublessor Covenants

  • Landlord’s Covenant Upon payment by the Tenant of the rents and other charges herein provided, and upon the observance and performance of all the covenants, terms and conditions on Tenant’s part to be observed and performed, Tenant shall peaceably and quietly hold and enjoy the Premises for the term hereby demised without hindrance or interruption by Landlord or any other person or persons lawfully or equitably claiming by, through or under the Landlord, subject, nevertheless, to the terms and conditions of this Lease.

  • LESSOR'S COVENANTS The Lessor covenants and agrees that, unless the Agent and the Lenders shall have otherwise consented in writing: (a) it shall not amend its Partnership Agreement, except to admit limited partners in connection with lease transactions similar to the Transactions; (b) it shall not incur any indebtedness or other monetary obligation or liability, other than (i) non-recourse indebtedness incurred in connection with the Transactions or similar transactions and (ii) operating expenses incurred in the ordinary course of business that are not delinquent; (c) the proceeds of the Loans received from the Lenders will be used by the Lessor solely to acquire the Leased Property and to pay the Lessee for certain closing and transaction costs associated therewith and for the costs of Construction. No portion of the proceeds of the Loans will be used by the Lessor (i) in connection with, whether directly or indirectly, any tender offer for, or other acquisition of, stock of any corporation with a view towards obtaining control of such other corporation, (ii) directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of purchasing or carrying any Margin Stock, or (iii) for any purpose in violation of any Applicable Law; (d) it shall not engage in any business or activity, or invest in any Person, except for activities similar to its activities conducted on the date hereof, the Transactions and lease transactions similar to the Transactions; (e) it will maintain tangible net worth in an amount no less than the sum of (i) $100,000 plus (ii) 3% of its total assets (calculated assuming no reduction in the value of any leased property from its original cost to the Lessor); (f) it will deliver to the Agent, as soon as available and in any event within 90 days after the end of each fiscal year, a balance sheet of the Lessor as of the end of such fiscal year and the related statements of income, partners' capital and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, together with copies of its tax returns, all certified by an officer of the general partner (and if the Lessor ever prepares audited financial statements, it shall deliver copies thereto the Agent); (g) it will permit the Agent and its representatives to examine, and make copies from, the Lessor's books and records, and to visit the offices and properties of the Lessor for the purpose of examining such materials, and to discuss the Lessor's performance hereunder with any of its, or its general partner's, officers and employees; (h) it shall not consent to or suffer or permit any Lien against the Leased Property, other than as expressly contemplated pursuant to the Operative Documents; (i) it shall not consent to or suffer or permit the creation of any easement or other restriction against the Leased Property other than as permitted pursuant to Article VI of the Lease; and (j) it shall promptly discharge each Lessor Lien and shall indemnify the Lenders and the Lessee for any diminution in value of any Leased Property resulting from such Lessor Liens.

  • LANDLORD'S COVENANTS The Landlord hereby covenants with the Tenant as follows:

  • Landlord Covenants At all times during the Term, Landlord covenants and agrees as follows:

  • Tenant’s Covenants The Tenant hereby covenants with the Landlord as follows:

  • LESSEE'S COVENANTS The Lessee agrees, warrants and represents that it shall commit no waste to the Demised Premises, nor suffer the same to be committed thereon, nor injure nor misuse the same; and further agrees, warrants and represents that the Lessee has neither the right nor the power to assign or hypothecate this Lease in any way whatsoever, except as otherwise provided in this Lease, or to make alterations or improvements to the demised premises, except non structural alterations in connection with the renovation of the demised premises for the permitted uses subject to the prior written approval of the Director of Operations , nor use the same for any purposes except as those expressly authorized herein or in accordance with the applicable provision of this Lease. The Lessee shall keep the premises in good condition, free of debris, safely and adequately for the uses and purposes hereby authorized. The Lessee shall deliver the premises up to Lessor upon the expiration or earlier termination of this Lease in reasonably good condition, normal wear and tear excepted, and the Lessee shall have no right nor obligation to remove any improvements to the Premises without the prior written consent of Lessor. Likewise, any fixtures, equipment, furnishings, supplies or inventory which are purchased or obtained, during the term of this Lease, by or for the Lessee utilizing any City operating or other revenue funds, including but not limited to state and federal funds administered by the City, shall become the property of Lessor upon the expiration or sooner termination of this Lease in good condition, normal wear and tear excepted, at the option of Lessor.

  • Seller Covenants Seller covenants and agrees as follows:

  • Director Covenants (a) Director acknowledges that he or she has received substantial, valuable consideration, including confidential trade secret and proprietary information relating to the identity and special needs of current and prospective customers of PSB or any PSB Subsidiary, PSB’s and any PSB Subsidiary’s current and prospective services, PSB’s and any PSB Subsidiary’s business projections and market studies, PSB’s and any PSB Subsidiary’s business plans and strategies, and PSB’s and any PSB Subsidiary’s studies and information concerning special services unique to PSB and any PSB Subsidiary, respectively. Director further acknowledges that he or she has received similar confidential information from Summit regarding Summit and the Summit Subsidiaries as a result of the negotiations resulting in the Merger Agreement and will continue to receive such information through the consummation of the Merger. Director further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation and non-competition restrictions set forth below. Accordingly, other than in any capacity for or on behalf of Summit or any subsidiary of Summit, Director agrees that for a period of 18 months after the Closing Date, Director will not, directly or indirectly, individually or as an employee, partner, officer, director or shareholder or in any other capacity whatsoever: (i) solicit the business of any person or entity who is a customer of PSB, any PSB Subsidiary, Summit or any Summit Subsidiary as of the date of this Agreement or as of the Closing Date on behalf of any other depository and lending institution (which term includes, for avoidance of doubt, credit unions); (A) acquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with, any insured depository institution that has a location within a 25-mile radius of any location of PSB, any PSB Subsidiary, Summit or any Summit Subsidiary as of the date of this Agreement (the “Noncompete Area”) (but Director may (1) retain any existing ownership interest in any insured depository institution, (2) acquire an ownership interest in any depository institution, so long as that ownership interest does not exceed 3% of the total number of shares outstanding of that depository institution, and (3) invest in an existing mutual fund that invests, directly or indirectly, in such insured depository institutions), (B) serve as an officer, director or employee of, or an agent or consultant with respect to the provision of banking services for, any insured depository institution that has a location within the Noncompete Area, or (C) establish or operate a branch or other office of an insured depository institution within the Noncompete Area; or (iii) recruit, hire, assist others in recruiting or hiring, discuss employment with, or refer others concerning employment, any person who is, or within the 12 months preceding the Closing Date was, an employee of PSB, any PSB Subsidiary, Summit or any Summit Subsidiary; provided that Director shall not be prohibited from recruiting, hiring, assisting others in recruiting or hiring, discussing employment with, or referring others concerning employment, any such employee if (i) such employee’s employment is terminated by PSB, any PSB Subsidiary, Summit, any Summit Subsidiary or any of their respective affiliates or successors, or (ii) such employee responds to a general solicitation not targeted to employees of PSB, any PSB Subsidiary, Summit or any Summit Subsidiary or any of their respective affiliates or successors. Nothing in this Section 2(a)(iii) applies to employment other than in the financial services business. Director may not avoid the purpose and intent of this Section 2(a) by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. (b) If any court of competent jurisdiction should determine that the terms of this Section 2 are too broad in terms of time, geographic area, lines of commerce or otherwise, that court is to modify and revise any such terms so that they comply with applicable law. (c) Director agrees that (i) this Agreement is entered into in connection with the sale to Summit of the goodwill of the business of PSB, (ii) Director is receiving valuable consideration for this Agreement, (iii) the restrictions imposed upon Director by this Agreement are essential and necessary to ensure Summit acquires the goodwill of PSB and (iv) all the restrictions (including particularly the time and geographical limitations) set forth in this Agreement are fair and reasonable. (d) Director agrees that he or she will not make any unauthorized disclosure, directly or indirectly, of any Confidential Information of PSB, PSB Subsidiaries, Summit or Summit Subsidiaries (collectively, the “Disclosing Parties”) to third parties, or make any use thereof, directly or indirectly, other than in connection with the Merger or except as otherwise authorized. Director also agrees that he or she shall deliver promptly to Summit or PSB at any time at its reasonable request, without retaining any copies, all documents and other material in Director’s possession at that time relating, directly or indirectly, to any Confidential Information or other information of the Disclosing Parties, or Confidential Information or other information regarding third parties learned in such person’s position as a director, officer, employee or shareholder of PSB or PSB Subsidiaries, as applicable.

  • Guarantor Covenants Each Guarantor shall take such action as the Borrower is required by this Agreement to cause such Guarantor to take, and shall refrain from taking such action as the Borrower is required by this Agreement to prohibit such Guarantor from taking.

  • Owner’s Covenants 13.1. The Owner covenants the following to the Lessee: 13.1.1. That the Lessee shall peaceably hold and enjoy the Leased Apartment during the Term of this Agreement and the Owner shall not interrupt or interfere with the Lessee’s lawful occupation, enjoyment or use of the Leased Apartment other than in an emergency or in the normal and lawful process of exercising or implementing the Owner’s rights and obligations under this Agreement. 13.1.2. To keep the Leased Apartment, and the Owner’s contents (if any), insured for such sums and on such terms as the Owner feels appropriate against fire and other risks normally covered by a comprehensive property insurance policy and any other such risks as the Owner considers necessary from time to time. 13.1.3. Except as otherwise herein provided, to keep the Leased Apartment and all internal parts thereof in good and substantial structural condition. 13.1.4. To take reasonable steps to ensure that the Leased Apartment, the installations therein for supply of water and electricity, and for sanitation, are safe, in proper working order and in repair both at commencement of, and during the term of, this Agreement. 13.1.5. To take reasonable steps to ensure that all smoke alarms, and security equipment (e.g. security cameras, security alarm system, etc) are kept in proper working order and in repair throughout the duration of this Agreement. 13.1.6. That all consents necessary to enable the Owner to enter into this Agreement (whether from superior landlords, mortgagees, insurers or others) have been obtained.

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