Common use of Subordinate to Master Lease Clause in Contracts

Subordinate to Master Lease. Except as specifically set forth herein, this Sublease is subject and subordinate to all of the terms and conditions of the lease (the “Lease”) dated as of March 20, 2001, between Sunnyvale VIII Trust, a Maryland business trust (“Master Lessor”) and CacheFlow Inc., a Delaware corporation, now known as Blue Coat Systems, as “Lessee”. The Lease is sometimes referred to herein as the “Master Lease”. Sublessee hereby assumes and agrees to perform the obligations of Lessee under the Master Lease as more particularly set forth hereafter and Sublessor agrees to perform the obligations of Lessee under the Lease to the extent not assumed by Sublesee under this Sublease. Unless otherwise defined, all capitalized terms used herein shall have the same meanings as given them in the Master Lease. A copy of the Master Lease is attached hereto as Exhibit “A” and incorporated herein by this reference. With respect to the obligations assumed by Sublessee, Sublessee shall not commit or permit to be committed any act or omission which would violate any term or condition of the Master Lease. With respect to the obligations assumed by Sublessee, Sublessee shall neither do nor permit anything to be done which would cause the Master Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Master Lessor under the Master Lease. Sublessee and Sublessor shall each indemnify and hold the other harmless from and against all liability, judgments, costs, demands, claims, and damages of any kind whatsoever (including, without limitation, attorneys’ fees and court costs) by reason of any failure on the part of Sublessee to perform any of the obligations of Lessee under the Master Lease which Sublessee and Sublessor are obligated hereunder to perform. In the event of the termination of Sublessor’s interest as Lessee under the Master Lease by Master Lessor, then this Sublease shall terminate automatically upon such termination without any liability of Master Lessor or Sublessor to Sublessee. If there is any right to terminate the Lease on the part of Lessee under the Master Lease, to the extent Master Lessor consents to the assignment by Sublessor of such right to terminate, such right is hereby assigned to Sublessee and only Sublessee, and not Sublessor, may exercise such right. Sublessee represents and warrants to Sublessor that it has read and is familiar with the Master Lease.

Appears in 2 contracts

Samples: Sublease Agreement, Sublease Agreement (Blue Coat Systems Inc)

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Subordinate to Master Lease. Except as specifically set forth herein, this Sub-Sublease is subject and subordinate to all of the terms and conditions of the lease (the “Lease”) dated as of March 20, 2001, between Sunnyvale VIII Trust, a Maryland business trust (“Master Lessor”) and CacheFlow Inc., a Delaware corporation, now known as Blue Coat Systems, as “Lessee”. The Lease is sometimes referred to herein as the “Master Lease, Master Sublease and Sublease Consent. Sublessee Sub-Subtenant hereby assumes and agrees to perform the obligations of Lessee “Subtenant” under the Master Lease Sublease and Sublease Consent as more particularly set forth hereafter and Sublessor agrees to perform hereafter, as such obligations may be modified by the obligations terms of Lessee under the Lease to the extent not assumed by Sublesee under this Sub-Sublease. Unless otherwise defined, all capitalized terms used herein shall have the same meanings as given them in the Master LeaseSublease. A copy of the Master Lease is attached hereto as Exhibit “A” A and incorporated herein by this reference, a copy of the Master Sublease is attached hereto as Exhibit B and incorporated herein by this reference, and a copy of the Sublease Consent is attached hereto as Exhibit C and incorporated herein by this reference. With respect to the obligations assumed by Sublessee, Sublessee Sub-Subtenant shall not commit or permit to be committed any act or omission which would violate any term or condition of the Master Lease, Master Sublease and Sublease Consent. With respect to the obligations assumed by Sublessee, Sublessee Sub-Subtenant shall neither do nor permit anything to be done which would cause the Master Lease or Master Sublease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Master Lessor Landlord under the Master LeaseLease or Master Sublandlord under the Master Sublease. Sublessee and Sublessor Sub-Subtenant shall each indemnify and hold the other Sub-Sublandlord harmless from and against all liabilityclaims, liabilities, judgments, costs, demands, claimspenalties, expenses, and damages of any kind whatsoever (whatsoever, including, without limitation, attorneys’ fees, consultants’ fees and costs and court costs, (“Claims”) by reason of any failure on the part of Sublessee Sub-Subtenant to perform any of the obligations of Lessee “Subtenant” under the Master Lease Sublease which Sublessee and Sublessor are Sub- 0000 Xxxxx Xxxxxxxx Xx. Xxxxxxx Xxxxxxxx, Xxx. Xxx Xxxxx, XX Subtenant has become obligated hereunder to perform, and such indemnity and hold harmless shall survive the expiration or sooner termination of this Sub-Sublease. In the event of the termination of Sublessor’s interest as Lessee under the Master Lease by or Master LessorSublease for any reason, then this Sub-Sublease shall terminate automatically upon such termination without any liability owed to Sub-Subtenant by Master Landlord, Master Sublandlord, or by Sub-Sublandlord unless the termination is due to Sub-Sublandlord’s breach of Master Lessor or Sublessor to Sublessee. If there is any right to terminate the Lease on the part of Lessee under the Master Lease, to the extent Master Lessor consents to the assignment by Sublessor of such right to terminate, such right is hereby assigned to Sublessee and only Sublessee, Sublease and not Sublessor, may exercise such rightdue to Sub-Subtenant’s breach of the Sub-Sublease. Sublessee Sub-Subtenant represents and warrants to Sublessor Sub-Sublandlord that it has read and is familiar with the Master LeaseLease and Master Sublease (except as to redacted provisions thereof). Sub-Sublandlord shall not voluntarily terminate or modify the Master Sublease in such a manner that will adversely and materially affect Sub-Subtenant’s rights or obligation under this Sub-Sublease without the prior written consent of Sub-Subtenant, which consent shall not be unreasonably withheld; provided however, nothing herein shall prohibit Sub-Sublandlord from exercising any right to terminate the Master Sublease as set forth in the Master Sublease or pursuant to applicable law.

Appears in 1 contract

Samples: Sub Sublease Agreement (Upstart Holdings, Inc.)

Subordinate to Master Lease. Except as specifically set forth herein, this Sublease is subject and subordinate to all of the terms and conditions of the lease (the “Original Lease”) dated as of March 20entered into on November 14, 20012000, between Sunnyvale VIII TrustSobrato Interests II, a Maryland business trust California limited partnership (“Master Lessor”) and CacheFlow Inc., a Delaware corporation, now known as Blue Coat Systems, Sublessor as “LesseeTenant” as amended by that certain First Amendment to Lease dated July 26, 2001 (the “Amendment). The Original Lease is sometimes and the Amendment shall hereinafter collectively be referred to herein as the “Master Lease”. Sublessee hereby assumes and agrees to perform the obligations of Lessee under the Master Lease as more particularly set forth hereafter and Sublessor agrees to perform the obligations of Lessee under the Lease to the extent not assumed by Sublesee under this Subleasehereafter. Unless otherwise defined, all capitalized terms used herein shall have the same meanings as given them in the Master Lease. A copy of the Master Lease is attached hereto as Exhibit “AB” and incorporated herein into this Sublease except to the extent excluded by this referenceSublease. With respect to the obligations assumed by Sublessee, Sublessee shall not commit or permit to be committed any act or omission which would violate any term or condition of the Master Lease. With respect to the obligations assumed by Sublessee, Sublessee shall neither do nor permit anything to be done which would cause the Master Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Master Lessor constitute a default (beyond applicable notice and cure periods) under the Master Lease. , and Sublessee and Sublessor shall each indemnify and hold the other Sublessor harmless from and against all liability, judgments, costs, demands, claims, and damages of any kind whatsoever (including, without limitation, attorneys’ fees and court costs) by reason of any failure on the part of Sublessee to perform any of the obligations of Lessee under the Master Lease which Sublessee and Sublessor are obligated hereunder to performsuch default. In the event of the termination of Sublessor’s interest as Lessee under the Master Lease by Master Lessorfor any reason other than for Sublessor’s breach, then this Sublease shall terminate automatically upon such termination without any liability of Master Lessor or Sublessor to Sublessee. If there is any right to terminate the Lease on the part of Lessee under the Master Lease, to the extent Master Lessor consents to the assignment by Sublessor of such right to terminate, such right is hereby assigned to Sublessee and only Sublessee, and not Sublessor, may exercise such rightexcept as set forth herein. Sublessee represents and warrants to Sublessor that it has read and is familiar with the Master Lease. Sublessor represents and warrants to Sublessee that the Master Lease is in full force and effect, the Master Lease attached as Exhibit B is a true and complete copy of the Master Lease, and that there exists no amendments, modifications or other agreements (whether oral or written) affecting the Master Lease, that no default or event that, with the passing of time or the giving of notice or both, would constitute a default, exists on the part of Sublessor, or, to Sublessor’s knowledge, the Master Lessor. Sublessor agrees to maintain the Master Lease in full force and effect, except to the extent that any failure to maintain the Master Lease is due to the failure of Sublessee to comply with his obligations under this Sublease. Sublessor shall not voluntarily terminate or amend or modify the Master Lease in such a manner as to materially adversely affect Sublessee’s use of the Subleased Premises or increase the obligations or increase the rights of Sublessee hereunder, without the prior written consent of Sublessee, which shall not be unreasonably withheld.

Appears in 1 contract

Samples: Sublease Agreement (Roxio Inc)

Subordinate to Master Lease. Except as specifically set forth herein, this Sublease is subject and subordinate to all of the terms and conditions of the lease (the “Lease”) dated as of March 20, 2001, between Sunnyvale VIII Trust, a Maryland business trust (“Master Lessor”) and CacheFlow Inc., a Delaware corporation, now known as Blue Coat Systems, as “Lessee”. The Lease is sometimes referred to herein as the “Master Lease. Sublessee Subtenant hereby assumes and agrees to perform the obligations of Lessee “Tenant” under the Master Lease as more particularly set forth hereafter and Sublessor agrees to perform the obligations of Lessee under the Lease to the extent not assumed by Sublesee under this Subleaseset forth hereafter. Unless otherwise defined, all capitalized terms used herein shall have the same meanings as given them in the Master Lease. A copy of the Master Lease is attached hereto as Exhibit “A” B and incorporated herein by this reference. With respect to the obligations assumed by Sublessee, Sublessee Subtenant shall not commit or permit to be committed any act or omission which would violate any term or condition of the Master Lease. With respect to the obligations assumed by Sublessee, Sublessee Subtenant shall neither do nor permit anything to be done which would cause the Master Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Master Lessor Landlord under the Master Lease. Sublessee , and Sublessor Subtenant shall each indemnify and hold the other Sublandlord harmless from and against all liabilityclaims, liabilities, judgments, costs, demands, claimspenalties, expenses, and damages of any kind whatsoever (whatsoever, including, without limitation, attorneys’ fees, consultants’ fees and costs and court costs, (“Claims”) by reason of any failure on the part of Sublessee Subtenant to perform any of the obligations of Lessee “Tenant” under the Master Lease which Sublessee and Sublessor are Subtenant has become obligated hereunder to perform, and such indemnity and hold harmless shall survive the expiration or sooner termination of this Sublease. In the event of the termination of Sublessor’s interest as Lessee under the Master Lease by Master Lessorfor any reason, voluntary or otherwise, then this Sublease shall terminate automatically upon such termination without any liability owed to Subtenant by Master Landlord, or by Sublandlord unless the termination is due to Sublandlord’s breach of Master Lessor or Sublessor to Sublessee. If there is any right to terminate the Lease on the part of Lessee under the Master Lease, to the extent Master Lessor consents to the assignment by Sublessor of such right to terminate, such right is hereby assigned to Sublessee and only Sublessee, Lease or this Sublease and not Sublessor, may exercise such rightdue to Subtenant’s breach of the Sublease. Sublessee Subtenant represents and warrants to Sublessor Sublandlord that it has read and is familiar with the Master Lease. Notwithstanding anything to the contrary, Sublandlord shall be responsible to cure any default of the Master Lease which occurred prior to the date the Premises are delivered to Subtenant.

Appears in 1 contract

Samples: Office Lease (Acadia Pharmaceuticals Inc)

Subordinate to Master Lease. Except as specifically set forth herein, this Sublease is subject and subordinate to all of the terms and conditions of the lease (the “Lease”) that certain Lease dated as of March 20January 19, 2001, between Sunnyvale VIII Trust, a Maryland business trust 2011 (“Master Lessor”) and CacheFlow Inc., a Delaware corporation, now known as Blue Coat Systems, as “Lessee”. The Lease is sometimes referred to herein as the “Master Lease”) between Britannia Pointe Grand Limited Partnership, a Delaware corporation (“Master Landlord”) and Sublandlord as “Tenant”. Sublessee Subtenant hereby assumes and agrees to perform the obligations of Lessee Tenant under the Master Lease as more particularly set forth hereafter and Sublessor agrees to perform the obligations of Lessee under the Lease to the extent not assumed by Sublesee under this Subleaseincorporated herein. Unless otherwise defined, all capitalized terms used herein shall have the same meanings as given them in the Master Lease. A copy of the Master Lease is attached hereto as Exhibit “AB” and incorporated herein by this reference. With respect to the obligations assumed by Sublessee, Sublessee Subtenant shall not commit or permit to be committed any act or omission which would violate any term or condition of the Master Lease. With respect to the obligations assumed by Sublessee, Sublessee Subtenant shall neither do nor permit anything to be done which would cause the Master Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Master Lessor Landlord under the Master Lease. Sublessee , [and Sublessor Subtenant shall each indemnify and hold the other Sublandlord harmless from and against all liabilityclaims, liabilities, judgments, costs, demands, claimspenalties, expenses, and damages of any kind whatsoever (whatsoever, including, without limitation, attorneys’ fees, consultants’ fees and costs and court costs, (“Claims”) by reason of any failure on the part of Sublessee Subtenant to perform any of the obligations of Lessee under the Master Lease which Sublessee and Sublessor are Subtenant has become obligated hereunder to perform, and such indemnity and hold harmless shall survive the expiration or sooner termination of this Sublease, except to the extent any such Claims directly or indirectly arise out of or are attributable to the the gross negligence or willful misconduct of Sublandlord or Master Landlord. In the event of the termination of Sublessor’s interest as Lessee under the Master Lease by Master Lessorfor any reason, then this Sublease shall terminate automatically upon such termination without any liability owed to Subtenant by Master ..Landlord, or by Sublandlord unless the termination is due to Sublandlord’s breach of Master Lessor or Sublessor to Sublessee. If there is any right to terminate the Lease on the part of Lessee under the Master Lease, to the extent Master Lessor consents to the assignment by Sublessor of such right to terminate, such right is hereby assigned to Sublessee and only Sublessee, Lease and not Sublessor, may exercise such rightdue to Subtenant’s breach of the Sublease. Sublessee Subtenant represents and warrants to Sublessor Sublandlord that it has read and is familiar with the Master Lease.

Appears in 1 contract

Samples: Sublease Agreement (Kalobios Pharmaceuticals Inc)

Subordinate to Master Lease. Except as specifically set forth herein, --------------------------- this Sublease Sub-sublease is subject and subordinate to all of the terms and conditions of the lease Sublease (the “Lease”"Master Sublease") dated as of March 20April 17, 20012000, between Sunnyvale VIII TrustGolf Pro International, Inc., ("Master Sublessor") and Sub-sublessor as "Sublessee" and the lease dated October 4, 1999 ("Master Lease") between Xxxxx X. Xxxxxxx a Maryland business trust "Lessor" ("Master Lessor”) "), and CacheFlow Inc., a Delaware corporation, now known as Blue Coat SystemsMaster Sublessor, as the "Lessee". The Lease is sometimes referred to herein as the “Master Lease”. Sublessee Sub-sublessee hereby assumes and agrees to perform the obligations of Lessee Sublessee under the Master Sublease and the Master Lease as more particularly set forth hereafter and Sublessor agrees to perform the obligations of Lessee under the Lease herein, except as specifically stated to the extent not assumed by Sublesee under this Subleasecontrary herein. Unless otherwise defined, all capitalized terms used herein shall have the same meanings as given them in the Master LeaseSublease. A copy of the Master Sublease is attached hereto as Exhibit "B1" and incorporated herein by this reference. A copy of the Master Lease is attached hereto as Exhibit “A” "B2" and incorporated herein by this reference. With respect to the obligations assumed by Sublessee, Sublessee Sub-sublessee shall not commit or permit to be committed any act or omission which would violate any term or condition of the Master Sublease or the Master Lease, as incorporated herein. With respect to the obligations assumed by Sublessee, Sublessee Sub-sublessee shall neither do nor permit anything to be done which would cause the Master Lease Sublease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Master Lessor Sublessor under the Master Lease. Sublessee Sublease, and Sublessor Sub-sublessee shall each indemnify and hold the other Sub-sublessor harmless from and against all liability, judgments, costs, demands, claims, and damages of any kind whatsoever (including, without limitation, attorneys' fees and court costs) by reason of any failure on the part of Sublessee Sub-sublessee to perform any of the obligations of Lessee Sublessee under the Master Lease Sublease which Sublessee and Sublessor are Sub-sublessee has become obligated hereunder to perform. In the event of the termination of Sublessor’s Sub-sublessor's interest as Lessee Sublessee under the Master Lease by Master LessorSublease for any reason, then this Sublease Sub-sublease shall terminate automatically upon such termination without any liability of Master Lessor or Master Sublessor to Sublessee. If there is any right to terminate the Lease on the part of Lessee under the Master Lease, to the extent Master Lessor consents to the assignment by Sublessor of such right to terminateSub- sublessee and other than for Sub-sublessor's breach, such right is hereby assigned termination shall be without any liability of Sub-sublessor to Sublessee and only Sublessee, and not Sublessor, may exercise such rightSub-sublessee. Sublessee Sub-sublessee represents and warrants to Sublessor Sub-sublessor that it has read and is familiar with the Master Sublease and the Master Lease. Notwithstanding any other provision in this Sub-sublease, in the event the Master Sublease is canceled or terminated for any reason, or involuntarily surrendered by operation of law before the expiration date of this Sub-sublease, Sub-sublessee agrees, at the sole option of the Master Sublessor, to attorn to the Master Sublessor for the balance of the term of this Sub-sublease and on the then executory terms of this Sub-sublease. That attornment will be evidenced by an agreement in form and substance reasonable satisfactory to the Master Sublessor. Sub-sublessee agrees to execute and deliver such an agreement at any time within ten (10) business days after request by the Master Sublessor. Sub-sublessee waives the provisions of any law now or later in effect that may provide Sub-sublessee any right to terminate this Sub-sublease or to surrender possession of the Sub-subleased Premises in the event any proceeding is brought by the Master Sublessor to terminate the Master Sublease. Sub- sublessor will use reasonable efforts to cause Master Lessor and/or Master Sublessor to fulfill their obligations under the Master Lease and Master Sublease, respectively, as they pertain to the Sub-subleased Premises.

Appears in 1 contract

Samples: Sub Sublease Agreement (Align Technology Inc)

Subordinate to Master Lease. Except as specifically set forth herein, this This Sublease is subject and subordinate to all of the terms and conditions of the lease (the “Lease”) dated as of March 20, 2001, between Sunnyvale VIII Trust, a Maryland business trust (“Master Lessor”) and CacheFlow Inc., a Delaware corporation, now known as Blue Coat Systems, as “Lessee”. The Lease is sometimes referred to herein as the “Master Lease. Sublessee Except as specifically set forth herein, Subtenant hereby assumes and agrees to perform the obligations of Lessee “Tenant” under the Master Lease as more particularly set forth hereafter and Sublessor agrees to perform the obligations of Lessee under the Lease to the extent not assumed by Sublesee under incorporated herein pursuant to this SubleaseSection 2. Unless otherwise defined, all capitalized terms used herein shall have the same meanings as given them in the Master Lease. A copy of the Master Lease is attached hereto as Exhibit “A” A and incorporated herein by this reference. With respect to the obligations assumed by Sublessee, Sublessee Subtenant shall not commit or permit to be committed any act or omission which would violate any term or condition of the Master Lease. With respect to the obligations assumed by Sublessee, Sublessee Neither Sublandlord nor Subtenant shall neither do nor permit anything to be done which would cause the Master Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Master Lessor Landlord under the Master Lease; provided however, nothing herein shall prohibit Sublandlord from exercising right to terminate the Master Lease as set forth in the Master Lease or available to Sublandlord under law or equity. Sublessee and Sublessor Subtenant shall each indemnify and hold the other Sublandlord harmless from and against all liabilityclaims, liabilities, judgments, costs, demands, claimspenalties, expenses, and damages of any kind whatsoever (whatsoever, including, without limitation, reasonable attorneys’ fees, consultants’ fees and costs and court costs, (“Claims”) by reason of any failure on the part of Sublessee Subtenant to perform any of the obligations of Lessee “Tenant” under the Master Lease which Sublessee and Sublessor are Subtenant has become obligated hereunder to perform, and such indemnity and hold harmless shall survive the expiration or sooner termination of this Sublease. In the event of the termination of Sublessor’s interest as Lessee under the Master Lease by Master Lessorfor any reason, then this Sublease shall terminate automatically upon such termination without any liability owed to Subtenant by Master Landlord, or by Sublandlord unless the termination is due to Sublandlord’s breach of the Master Lessor Lease and not due to Subtenant’s breach of the Sublease, or Sublessor to Sublesseeif such termination is in breach of Sublandlord’s covenants in this Sublease. If there is any right to Sublandlord shall not voluntarily terminate the Master Lease on without Subtenant’s prior consent, which may be withheld in its sole discretion (excepting terminations pursuant to the part terms of Lessee under the Master LeaseLease or as a result of rights and remedies available to Sublandlord under law or equity). In addition, to the extent Master Lessor consents to the assignment by Sublessor of such right to terminate, such right is hereby assigned to Sublessee and only Sublessee, and Sublandlord shall not Sublessor, may exercise such right. Sublessee represents and warrants to Sublessor that it has read and is familiar with amend or modify the Master Lease.Lease in any manner that will result in a material increase in Subtenant’s obligations or reduction of Subtenant’s rights set forth in this Sublease. Exhibit 10.14 Sumo Logic, Inc.

Appears in 1 contract

Samples: Lease Agreement (Sumo Logic, Inc.)

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Subordinate to Master Lease. Except as specifically set forth herein, this Sublease is subject and subordinate to all of the terms and conditions of the lease (the “Lease”) dated Lease Agreement, made as of March 20, 2001October 1,1999, between Sunnyvale VIII Jxxx Anillaga Survivor’s Trust and Rxxxxxx T, Pxxxx Separate Property Trust, a Maryland business trust and assigned to Silicon Valley CA-J, LLC (“Master Lessor”) and CacheFlow Inc., a Delaware corporation, now known as Blue Coat Systems, Sublessor as “LesseeTenant” with the Term as modified by that certain letter agreement dated January 5, 2000 (the “Letter Agreement. The Lease is sometimes referred to herein as ), changing, among other things, the expiration date (collectively, the “Master Lease”). Sublessee hereby assumes and agrees to perform the obligations of Lessee under the Master Lease as more particularly set forth hereafter and Sublessor agrees to perform the obligations of Lessee under the Lease to the extent not assumed by Sublesee under this Subleasehereafter. Unless otherwise defined, all capitalized terms used herein shall have the same meanings as given them in the Master Lease. , A true, correct and complete copy of the Master Lease is attached hereto as Exhibit “AB” and incorporated herein by this reference. With respect to the obligations assumed by Sublessee, Sublessee shall not commit or permit to be committed any act or omission which would violate any term or condition of the Master Lease. With respect to the obligations assumed by Sublessee, Sublessee shall neither do nor permit anything to be done which would cause the Master Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Master Lessor under the Master Lease. , and Sublessee and Sublessor shall each indemnify and hold the other Sublessor harmless from and against all liabilityclaims, liabilities, judgments, costs, demands, claimspenalties, expenses, and damages of any kind whatsoever (whatsoever, including, without limitation, attorneys’ fees, consultants’ fees and costs and court costs, (“Claims”) by reason of any failure on the part of Sublessee to perform any of the obligations of Lessee under the Master Lease which Sublessee and Sublessor are has become obligated hereunder to perform. , and such indemnity and hold harmless shall survive the expiration or sooner termination of this Sublease, In the event of the termination of Sublessor’s interest as Lessee under the Master Lease by for any reason other than (i) Sublessor’s breach of the Master LessorLease, (ii) Sublessor’s agreement to an early termination of the Master Lease without Sublessee’s consent or (iii) Sublessor’s rejection or disaffirmance of the Master Lease pursuant to any bankruptcy, insolvency , or other law affecting creditors’ rights, then this Sublease shall terminate automatically upon such termination without any liability of Master Lessor or Sublessor to Sublessee. If there is any right to terminate the Lease on the part of Lessee under the Master Lease, to the extent Master Lessor consents to the assignment by Sublessor of such right to terminate, such right is hereby assigned to Sublessee and only Sublessee, and not Sublessor, may exercise such right. Sublessee represents and warrants to Sublessor that it has read and is familiar with the Master Lease.

Appears in 1 contract

Samples: Sublease Agreement (Selectica Inc)

Subordinate to Master Lease. Except as specifically set forth herein, this Sublease is subject and subordinate to all of the terms and conditions of the lease (the "Lease") dated as of March 2030, 2001, between Sunnyvale VIII Trust, a Maryland business trust ("Master Lessor") and CacheFlow Inc., a Delaware corporation, now known Sublessor as Blue Coat Systems, as “"Lessee”. The Lease is sometimes referred to herein as the “Master Lease”. ." Sublessee hereby assumes and agrees to perform the obligations of Lessee under the Master Lease as more particularly set forth hereafter and Sublessor agrees to perform the obligations of Lessee under the Lease as such relate to the extent Subleased Premises and this Sublease and are not assumed by Sublesee under inconsistent with this Sublease. Unless otherwise defined, all capitalized terms used herein shall have the same meanings as given them in the Master Lease. A copy of the Master Lease is attached hereto as Exhibit “A” "B" and incorporated herein by this reference. With respect to the obligations assumed by Sublessee, Sublessee shall not commit or permit to be committed any act or omission which would violate any term or condition of the Master Lease. With respect to the obligations assumed by Sublessee, Sublessee shall neither do nor permit anything to be done which would cause the Master Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Master Lessor under the Master Lease. Sublessee and Sublessor shall each indemnify and hold the other harmless from and against all liability, judgments, costs, demands, claims, and damages of any kind whatsoever (including, without limitation, attorneys’ fees and court costs) by reason of any failure on the part of Sublessee to perform any of the obligations of Lessee under the Master Lease which Sublessee and Sublessor are obligated hereunder to perform. In the event of the termination of Sublessor’s 's interest as Lessee under the Master Lease by Master Lessorfor any reason other than for Sublessor's breach, then this Sublease shall terminate automatically upon such termination without any liability of Master Lessor or Sublessor to Sublessee. If there is any right to terminate the Lease on the part Except as provided in Sections 19 and 20 of Lessee under the Master Lease, to Sublessor shall not voluntarily terminate the extent Master Lessor consents to the assignment by Sublessor of such right to terminateLease without Sublessee's prior written consent, such right is hereby assigned to Sublessee and only Sublessee, and which shall not Sublessor, may exercise such rightbe unreasonably withheld. Sublessee represents and warrants to Sublessor that it has read and is familiar with the Master Lease.

Appears in 1 contract

Samples: Sublease Agreement (Blue Coat Systems Inc)

Subordinate to Master Lease. Except as specifically set forth herein, this Sublease is subject and subordinate to all of the terms and conditions of the lease (the “Lease”) that certain Lease dated as of March 20January 19, 2001, between Sunnyvale VIII Trust, a Maryland business trust 2011 (“Master Lessor”) and CacheFlow Inc., a Delaware corporation, now known as Blue Coat Systems, as “Lessee”. The Lease is sometimes referred to herein as the “Master Lease”) between Britannia Pointe Grand Limited Partnership, a Delaware corporation (“Master Landlord”) and Sublandlord as “Tenant”. Sublessee Subtenant hereby assumes and agrees to perform the obligations of Lessee Tenant under the Master Lease as more particularly set forth hereafter and Sublessor agrees to perform the obligations of Lessee under the Lease to the extent not assumed by Sublesee under this Subleaseincorporated herein. Unless otherwise defined, all capitalized terms used herein shall have the same meanings as given them in the Master Lease. A copy of the Master Lease is attached hereto as Exhibit “AB” and incorporated herein by this reference. With respect to the obligations assumed by Sublessee, Sublessee Subtenant shall not commit or permit to be committed any act or omission which would violate any term or condition of the Master Lease. With respect to the obligations assumed by Sublessee, Sublessee Subtenant shall neither do nor permit anything to be done which would cause the Master Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Master Lessor Landlord under the Master Lease. Sublessee , [and Sublessor Subtenant shall each indemnify and hold the other Sublandlord harmless from and against all liabilityclaims, liabilities, judgments, costs, demands, claimspenalties, expenses, and damages of any kind whatsoever (whatsoever, including, without limitation, attorneys’ fees, consultants’ fees and costs and court costs, (“Claims”) by reason of any failure on the part of Sublessee Subtenant to perform any of the obligations of Lessee under the Master Lease which Sublessee and Sublessor are Subtenant has become obligated hereunder to perform, and such indemnity and hold harmless shall survive the expiration or sooner termination of this Sublease, except to the extent any such Claims directly or indirectly arise out of or are attributable to the the gross negligence or willful misconduct of Sublandlord or Master Landlord. In the event of the termination of Sublessor’s interest as Lessee under the Master Lease by Master Lessorfor any reason, then this Sublease shall terminate automatically upon such termination without any liability owed to Subtenant by Master Landlord, or by Sublandlord unless the termination is due to Sublandlord’s breach of Master Lessor or Sublessor to Sublessee. If there is any right to terminate the Lease on the part of Lessee under the Master Lease, to the extent Master Lessor consents to the assignment by Sublessor of such right to terminate, such right is hereby assigned to Sublessee and only Sublessee, Lease and not Sublessor, may exercise such rightdue to Subtenant’s breach of the Sublease. Sublessee Subtenant represents and warrants to Sublessor Sublandlord that it has read and is familiar with the Master Lease.

Appears in 1 contract

Samples: Sublease Agreement (Compugen LTD)

Subordinate to Master Lease. Except as specifically set forth herein, this This Sublease is expressly made subject and subordinate to all of the terms and conditions of the lease (the “Lease”) dated as of March 20, 2001, between Sunnyvale VIII Trust, a Maryland business trust (“Master Lessor”) and CacheFlow Inc., a Delaware corporation, now known as Blue Coat Systems, as “Lessee”. The Lease is sometimes referred to herein as the “Master Lease, and Subtenant hereby represents and warrants that (a) it is not a debtor nor a debtor-in-possession in any voluntary or involuntary bankruptcy proceeding, and (b) it is in compliance with, agrees to, and confirms the requirements, terms and conditions set forth in Section 7.1(k) of the Master Lease as if the same were reprinted in full herein. Sublessee hereby assumes With regard to the Subleased Premises, Sublandlord shall have all the rights of “Landlord” under the Master Lease and agrees to perform Subtenant shall assume all the obligations of Lessee “Tenant” under the Master Lease as more particularly set forth hereafter if Sublandlord had been named “Landlord” and Sublessor agrees Subtenant had been named “Tenant” thereunder, except as expressly modified herein. Subtenant shall have no obligation to (x) perform any structural repair or, subject to the obligations provisions of Lessee under Section 5 herein, perform any maintenance or repair of the Lease working systems of the Building, except and to the extent not assumed the necessity of such repair or maintenance was caused by Sublesee the negligence or willful misconduct of Subtenant, its employees, agents, contractors, or invitees, and (y) cure any violation or illegal condition existing on the Sublease Commencement Date. Unless otherwise expressly provided in this Sublease, all such terms and conditions of the Master Lease are hereby incorporated herein by reference as though fully set forth herein at length, except (a) the Rent shall be as herein expressly provided and shall be paid to Sublandlord (instead of the Landlord as provided in the Master Lease), and (b) the time limits contained in the Master Lease for the giving of notices, making of demands or performing of any act, condition or covenant on the part of the “Tenant” thereunder, or for the exercise of the “Tenant” thereunder of any right, remedy or option, are changed by shortening the same in each instance by three business (3) days, so that in each instance Subtenant shall have three (3) business days’ less time to observe or perform hereunder than Sublandlord has as the “Tenant” under the Master Lease (provided, however, that in no event shall any notice or cure period be reduced below three (3) days); and provided further that the following provisions of the Master Lease shall be deleted or modified as follows for purposes of incorporation by reference in this Sublease: Sections 1.2, 1.3, 1.4, 1.5, 28.2, Articles 2, 5 and 30, Exhibit C and Exhibit G of the Master Lease shall be deemed deleted; Article 3 of the Master Lease shall be amended as provided in Section 6 of this Sublease; Article 9 of the Master Lease shall be amended as provided in Sections 5 and 8 of this Sublease; Article 10 of the Master Lease shall be amended as provided in Sections 4(b) and 5 of this Sublease; Article 12 of the Master Lease shall be amended as provided in Section 14 of this Sublease; Article 15 of the Master Lease shall be amended as provided in Sections 8 and 9 of this Sublease; Article 16 of the Master Lease shall be amended so that the addresses for notices set forth therein shall be deemed to refer to the addresses for notices provided in this Sublease; Article 19 of the Master Lease shall be deemed amended as provided in Section 13 of this Sublease; and Section 24.1 shall be deemed amended as provided in Section 19 of this Sublease. Subtenant agrees to comply with and abide by all the terms, provisions, covenants and conditions of the Master Lease, and any violation of the same by Subtenant shall constitute a default under this Sublease. Unless otherwise defined, all capitalized terms used herein A default by Sublandlord under the Master Lease shall have constitute a default under this Sublease to the same meanings extent such default under the Master Lease materially adversely affects Subtenant’s use or occupancy of the Subleased Premises. The parties acknowledge and agree that this Sublease is not a “Major Sublease” as given them defined in the Master Lease, and thus does not require the consent of the Master Landlord. A Nevertheless, the parties agree that Sublandlord may, at its option, provide a copy of this Sublease to Master Landlord as a courtesy. Sublandlord shall notify the Master Landlord within five (5) business days after Subtenant notifies Sublandlord of a breach of the Master Lease is attached hereto as Exhibit “A” and incorporated herein by this reference. With respect the Master Landlord, to the obligations assumed by Sublessee, Sublessee shall not commit or permit to be committed any act or omission which would violate any term or condition of extent such breach materially adversely affects the Subleased Premises; and if the Master Lease. With respect to Landlord does not cure such breach within the obligations assumed by Sublessee, Sublessee shall neither do nor permit anything to be done which would cause cure periods provided under the Master Lease (or if no cure periods are provided, within a reasonable period under the circumstances) Sublandlord shall use commercially reasonable efforts to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in compel Master Lessor Landlord to comply with its obligations under the Master Lease. Sublessee and Sublessor shall each indemnify and hold Lease (which efforts may include instituting an action or court proceeding against the other harmless from and Master Landlord), provided that Subtenant indemnifies Sublandlord against all liabilitylosses, judgmentsdamages, costs, demands, claims, costs and damages of any kind whatsoever expenses paid or incurred by Sublandlord (including, without limitation, including reasonable attorneys’ fees and court costscharges through all appeals) by reason as a result of any such action or proceeding. Additionally, if and to the extent Sublandlord receives a rent abatement or reduction from the Master Landlord under the Master Lease on account of a failure on the part of Sublessee to perform provide any of the services or comply with any obligations of Lessee under the Master Lease which Sublessee and Sublessor are obligated hereunder to perform. In the event failure or noncompliance materially adversely affects Subtenant’s use or occupancy of the termination of SublessorSubleased Premises, Subtenant shall be entitled to 33.83% representing Subtenant’s interest as Lessee under the Master Lease by Master Lessor, then this Sublease shall terminate automatically upon such termination without any liability of Master Lessor or Sublessor to Sublessee. If there is any right to terminate the Lease on the part of Lessee under the Master Lease, to the extent Master Lessor consents to the assignment by Sublessor share of such right to terminateabatement or reduction after deduction for Sublandlord's reasonable out-of-pocket costs, if any, in obtaining such right is hereby assigned to Sublessee and only Sublessee, and not Sublessor, may exercise such right. Sublessee represents and warrants to Sublessor that it has read and is familiar with the Master Leaserent abatement or reduction.

Appears in 1 contract

Samples: Office Sublease (Intercept Pharmaceuticals Inc)

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