Common use of Sublessor’s Default Clause in Contracts

Sublessor’s Default. (a) In the event Sublessor shall fail to perform any of the material covenants and conditions agree to be performed by Sublessor hereunder and such failure to perform shall continue for thirty (30) days after notice thereof from Sublessee to Sublessor, Sublessee shall be entitled to exercise all rights, powers or remedies provided by law; provided, however, that if the nature of Sublessor's failure to perform is such that more than thirty (30) days are required for performance, then Sublessor shall not be in default hereunder if Sublessor commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. Upon written request by Xxxxxxxxx, thereafter diligently prosecutes the same to completion. Upon written request by Sublessor, or any Ground Lessor or Mortgagee, Sublessee shall serve notice of any alleged default or breach by Sublessor under this Sublease upon any Ground Lessor or Mortgagee and, notwithstanding any other provision of this sublease or applicable law, shall allow such Ground Lessor or Mortgagee a reasonable amount of time (but not less than thirty (30) days), after the grace period in favor of Sublessor, to cure the same, including such time as is reasonably necessary for such Ground Lessor or Mortgagee to complete Ground Sublease termination or Mortgage foreclosure or other proceedings and obtain possession of the Property from Sublessor. (b) Except as otherwise expressly provided herein, Sublessee agrees that it shall look solely to the estate and property of Sublessor in the Property (subject to prior right of any Ground Lessor or Mortgagee), for the collection of any judgment (or other judicial process) requiring the payment of money by Sublessor in the event of any default or breach by Sublessor under this Sublease, with Sublessor not to otherwise by liable to Sublessee, and Sublessee not to otherwise have any remedies against Sublessor, therefore.

Sublessor’s Default. Except for the obligations of Sublessee hereunder, Sublessor covenants (ai) In to observe, comply and perform all of the event Sublessor terms, covenants, conditions and provisions of the Prime Lease to be observed and/or performed by Sublessor, including but not limited to the payment of base rent and additional rent under the Prime Lease, and (b) neither to do nor cause to be done any act or thing (other than the exercise of Sublessor’s rights hereunder) which would or might cause the Prime Lease or this Sublease or the rights of Sublessee hereunder to be canceled, terminated, forfeited or surrendered. If the Prime Landlord shall fail to perform default in any of the material covenants and conditions agree to be performed by Sublessor hereunder and such failure to perform shall continue for thirty (30) days after notice thereof from Sublessee its obligations to Sublessor, Sublessee shall be entitled to exercise all rights, powers or remedies provided by law; provided, however, that if have the nature right in the name of Sublessor's failure , if necessary, to perform is enforce Sublessor’s rights against Prime Landlord under the Prime Lease provided that in so doing Sublessee does not create or allow a default under the Prime Lease and provided further that Sublessee keeps Sublessor apprised of Sublessee’s efforts to enforce Prime Landlord’s obligations to Sublessor under the Prime Lease which includes, without limitation, providing Sublessor with copies of any notices the Sublessee intends to send to Prime Landlord at least 48 hours prior to sending same. Sublessee shall not settle any dispute with Prime Landlord hereunder without Sublessor’s prior written consent which consent shall not be unreasonably withheld so long as such that more than thirty (30) days are required for performance, then settlement does not modify the terms of the Prime Lease or increase any obligations or decrease any rights of Sublessor under the Prime Lease. Sublessor shall additionally cooperate with Sublessee, upon request by Sublessee and at Sublessee’s sole cost and expense, in enforcing Sublessor’s rights against Prime Landlord under the Prime Lease so long as such cooperation does not subject Sublessor to any cost or increase any obligations or decrease any rights of Sublessor under the Prime Lease. Sublessor will not be in default hereunder if Sublessor commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. Upon written request by Xxxxxxxxx, thereafter diligently prosecutes the same to completion. Upon written request by Sublessor, or any Ground Lessor or Mortgagee, Sublessee shall serve notice of any alleged default or breach by Sublessor under this Sublease upon any Ground Lessor or Mortgagee and, notwithstanding any other provision unless and until Sublessee has notified Sublessor in writing of this sublease or applicable law, shall allow Sublessor’s default and Sublessor has failed to cure such Ground Lessor or Mortgagee a reasonable amount of time (but not less than default within thirty (30) days), after the grace period in favor of Sublessor, to cure the same, including or such additional time as is reasonably necessary for required to correct any such Ground Lessor or Mortgagee to complete Ground Sublease termination or Mortgage foreclosure or other proceedings and obtain possession of the Property from Sublessor. (b) Except as otherwise expressly provided hereindefault, Sublessee agrees that it shall look solely after such notice by Sublessee. Notwithstanding anything to the estate and property of Sublessor contrary contained in the Property (subject to prior right of any Ground Lessor or Mortgagee), for the collection of any judgment (or other judicial process) requiring the payment of money by Sublessor in the event of any default or breach by Sublessor under this Sublease, with Sublessor Sublessee’s obligations under this Sublease are independent and shall not to otherwise be conditioned upon performance by liable to Sublessee, and Sublessee not to otherwise have any remedies against Sublessor. Upon the occurrence of a default by Sublessor, thereforethen (notwithstanding any license of a former breach of covenant or waiver of the benefit hereof or consent in a former instance), Sublessee shall have all right and remedies available to it at law and in equity therefor.

Sublessor’s Default. The following shall constitute a default of Sublessor under this Sublease: (ai) In Failure by the event Sublessor shall fail to observe and perform any covenant, condition or agreement of the material covenants Sublessor under the Lease. (ii) Failure by the Sublessor to observe and conditions agree perform any covenant, condition or agreement of the Sublessor under the Sublease, (x) with respect to be performed by Sublessor hereunder and any monetary default for a period of five (5) days following the receipt of written notice specifying such failure to perform shall continue failure, or (y) for any nonmonetary default, for a period of thirty (30) days after receipt of written notice specifying such failure, and in the event such breach cannot be cured during such time, then such additional time as may be reasonable to cure or correct such default with due diligence, except that in the event the default relates to the performance of the freezer, and so long as the default is not caused by the negligence or wilful misconduct of Sublessee, it must be cured within three (3) days of receipt of written notice. (iii) The dissolution or liquidation of the Sublessor or the filing of the Sublessor of a voluntary petition or bankruptcy, or failure by Sublessor promptly to lift or stay any execution, garnishment or attachment of such consequence as will prevent it from carrying out its obligations hereunder or adjudication (not set aside within sixty (60) days of the Sublessor's bankruptcy) or assignment by the Sublessor for the benefit of its creditors, or the entry by Sublessor into an agreement or composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the Sublessor in any proceeding for its reorganization instituted under the provisions of the General Bankruptcy Act, as amended, or under any similar act which may hereafter be enacted. (iv) Any representation or warranty made by the Sublessor herein or referenced herein shall fail to be true, accurate and complete in all material respects when made or at all relevant times during the Sublease Term, if the same is not cured within the period provided in Section 9.6(ii) above. The foregoing provisions of this Section 9.6 are subject to the following limitations: (a) if by reason of force majeure as defined in Section 9.1 above (provided that reference to act or omission of Sublessee therein shall for purposes of this Section 9.6 be deemed to refer to act or omission of Sublessor), Sublessor is unable in whole or in part to carry out its agreements on its part herein contained, other than any monetary obligations of Sublessor contained herein, the Sublessor shall not be deemed in default during the continuance of such inability and the period within which such obligation is required to be performed and the cure period for any failure to perform the same shall be extended by the period during which the same continues; and (b) in the event that such default of Sublessor is proximately caused in material part by an Event of Default by Sublessee hereunder, then no such default of Sublessor shall exist to the extent and only to the extent that the same is proximately caused by such Event of Default. Whenever any Sublessor default referred to in this Section 9.6 above has continued beyond applicable cure periods, Sublessee shall have the right, but not the obligation to cure any and all of the same hereunder and/or under the Lease, and shall be entitled to expend such moneys and perform such other acts as are in Sublessee's sole discretion necessary or appropriate to cure the same, and Sublessee shall be entitled to deduct the reasonable cost thereof (including, without limitation, reasonable attorney's fees) from all rents and other charges payable by Sublessee to Sublessorhereunder. In the event that the Lease is terminated as a result of any such Sublessor default thereunder which is not so proximately caused by default of Sublessee hereunder or in the event of a default of Sublessor thereunder which cannot be reasonably cured by Sublessee, Sublessee shall be entitled to exercise terminate this Sublease and in the event the Lease is terminated, enter into a direct lease with the Municipality on all rights, powers or remedies provided by law; provided, however, that if of the nature terms and conditions of Sublessor's failure the Lease and all rights and obligations of the parties hereunder and of the Sublessor under the Lease shall terminate and be of no further force and effect. In the event Sublessor fails to perform is such that more than thirty (30) days are required for performance, then Sublessor shall not be in cure any default hereunder if Sublessor commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. Upon written request by Xxxxxxxxx, thereafter diligently prosecutes the same to completion. Upon written request by Sublessor, or beyond any Ground Lessor or Mortgageeapplicable cure period, Sublessee shall serve notice of any alleged default or breach by Sublessor under have the right, but not the obligation, to terminate this Sublease upon any Ground Lessor or Mortgagee and, notwithstanding any other provision of this sublease or applicable law, shall allow such Ground Lessor or Mortgagee a reasonable amount of time (but not less than thirty (30) days), after the grace period in favor of Sublessor, to cure the same, including such time as is reasonably necessary for such Ground Lessor or Mortgagee to complete Ground Sublease termination or Mortgage foreclosure or other proceedings and obtain possession all of the Property from Sublessorrights and obligations of the parties hereunder shall terminate and be of no further force and effect. (b) Except as otherwise expressly provided herein, Sublessee agrees that it shall look solely to the estate and property of Sublessor in the Property (subject to prior right of any Ground Lessor or Mortgagee), for the collection of any judgment (or other judicial process) requiring the payment of money by Sublessor in the event of any default or breach by Sublessor under this Sublease, with Sublessor not to otherwise by liable to Sublessee, and Sublessee not to otherwise have any remedies against Sublessor, therefore.

Sublessor’s Default. (a) In the event that Sublessor shall fail to perform default (i) in the performance of any of the material terms, covenants and conditions agree on its part to be performed under this Sublease, or (ii) in the performance of any of the terms, covenants and conditions to be performed by Sublessor hereunder under the Primary Lease (which are not required to be performed by Sublessee on behalf of Sublessor thereunder), and the same are not cured within the time periods provided in the Primary Lease or this Sublease, whichever is shorter, then the Sublessee shall have the same rights and remedies with respect to such failure default as are given to perform shall continue for thirty (30) days after notice Sublessor as Tenant, under the Primary Lease with respect to defaults by the Landlord thereunder, all with the same force and effect as are such provisions of the Primary Lease with respect to such defaults and the rights and remedies of the Sublessor, as Tenant, thereunder in the event thereof from Sublessee were set forth at length herein. Subject to Sublessorthe prior written approval of Landlord at such time, Sublessee shall be entitled have the right to exercise cure any defaults by Sublessor under the Primary Lease to the extent Sublessee, in its sole reasonable discretion, deems it necessary to do so in order to protect and preserve Sublessee's interests in the Subleased Premises. Sublessor shall promptly, on demand from Sublessee, reimburse Sublessee for all rightsamounts expended by Sublessee in effecting any such cure on behalf of Sublessor, powers or remedies provided by law; providedincluding, without limitation, reasonable attorneys' fees and costs. Notwithstanding the foregoing, however, that if the nature of Sublessor's failure to perform is such that more than thirty (30) days are required for performance, then Sublessor shall not be in default hereunder if Sublessor commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. Upon written request by Xxxxxxxxx, thereafter diligently prosecutes the same to completion. Upon written request by Sublessor, or any Ground Lessor or Mortgagee, Sublessee shall serve notice of any alleged default or breach have no obligation to cure defaults by Sublessor under this Sublease upon any Ground Lessor or Mortgagee and, notwithstanding any other provision of this sublease or applicable law, shall allow such Ground Lessor or Mortgagee a reasonable amount of time (but not less than thirty (30) days), after the grace period in favor of Sublessor, to cure the same, including such time as is reasonably necessary for such Ground Lessor or Mortgagee to complete Ground Sublease termination or Mortgage foreclosure or other proceedings and obtain possession of the Property from SublessorPrimary Lease. (b) Except as otherwise expressly provided herein, Sublessee agrees that it shall look solely to the estate and property of Sublessor in the Property (subject to prior right of any Ground Lessor or Mortgagee), for the collection of any judgment (or other judicial process) requiring the payment of money by Sublessor in the event of any default or breach by Sublessor under this Sublease, with Sublessor not to otherwise by liable to Sublessee, and Sublessee not to otherwise have any remedies against Sublessor, therefore.

Sublessor’s Default. (a) In the event If Sublessor shall fail to perform commits a material breach of any ------------------- provision of the material covenants and conditions agree to be performed Sublease or the Lease ("Sublessor's default"), Sublessee shall give Sublessor written notice specifying in what manner Sublessor allegedly has defaulted. If Sublessor's default is not cured by Sublessor hereunder and within the period of time specifically provided for elsewhere in the Sublease or the Lease, or, if no such failure to perform shall continue for cure period is provided, within thirty (30) days after the delivery of such notice thereof from Sublessee to Sublessor, Sublessee shall be entitled to exercise all rights, powers or remedies provided by law; provided, however, (except that if the nature of Sublessor's failure to perform is such that more than thirty (30) days are required for performance, then Sublessor shall default cannot be in default hereunder if Sublessor commences performance cured within such the thirty (30) day period and Sublessor proceeds diligently thereafter diligently prosecutes the same to completion. Upon effect such cure), Sublessee, upon delivery of written request by Xxxxxxxxx, thereafter diligently prosecutes the same notice to completion. Upon written request by Sublessor, or any Ground Lessor or Mortgageemay cure Sublessor's default and Sublessor within twenty (20) days thereafter shall reimburse Sublessee for all costs and expenses (including reasonable attorneys' fees and court costs) reasonably incurred by Sublessee therefor, provided that if Sublessor fails to reimburse Sublessee within such twenty (20) day period, Sublessee shall serve notice of any alleged default or breach may offset the amounts owing by Sublessor against the next installment or installments of Rents due hereunder. Notwithstanding the foregoing, if Sublessor's default materially and adversely affects Sublessee's rights to use and occupy the Premises under this Sublease, and if under the circumstances such default cannot be cured within a reasonable time or at a reasonable cost by either Sublessee or Sublessor, then Sublessee may terminate this Sublease upon any Ground Lessor or Mortgagee and, notwithstanding any other provision of this sublease or applicable law, shall allow such Ground Lessor or Mortgagee a reasonable amount of time (but not less than thirty (30) days), after the grace period in favor of Sublessor, days prior written notice to cure the same, including such time as is reasonably necessary for such Ground Lessor or Mortgagee to complete Ground Sublease termination or Mortgage foreclosure or other proceedings and obtain possession of the Property from Sublessor. (b) Except as otherwise expressly provided herein, Sublessee agrees that it shall look solely to the estate and property of Sublessor in the Property (subject to prior right of any Ground Lessor or Mortgagee), for the collection of any judgment (or other judicial process) requiring the payment of money by Sublessor in the event of any default or breach by Sublessor under this Sublease, with Sublessor not to otherwise by liable to Sublessee, and Sublessee not to otherwise have any remedies against Sublessor, therefore.