Subordination to and Incorporation of the Lease Sample Clauses

Subordination to and Incorporation of the Lease. 5.1. This Sublease is in all respects subject and subordinate to the terms and conditions of the Lease, and to all matters to which the Lease is subject and subordinate. Subtenant shall indemnify Sublandlord for, and shall hold it harmless from and against, any and all losses, damages, penalties, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be sustained or incurred by Sublandlord by reason of Subtenant's failure to keep, observe or perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's part to be kept, observed or performed under the Lease to the extent same shall have been incorporated herein, or otherwise arising out of or with respect to Subtenant's use and occupancy of the Sublease Premises from and after the Sublease Commencement Date. 5.2. Except as otherwise expressly provided in, or otherwise inconsistent with, this Sublease, or to the extent not applicable to the Sublease Premises, the terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements contained in the Lease are incorporated in this Sublease by reference, and are made a part hereof as if herein set forth at length, (i) Sublandlord shall be substituted for all references to Landlord under the Lease, and (ii) Subtenant shall be substituted for the "Tenant" under the Lease, except that any terms of the Lease that are inapplicable, inconsistent with, or specifically modified by, the terms of this Sublease shall be deemed deleted from the Lease and shall have no force and effect as between Sublandlord and Subtenant. 5.3. Notwithstanding the foregoing, the following provisions of the Lease shall not be incorporated in this Sublease: (i) the First Amendment (other than Paragraph 7 thereof), (ii) the Second Amendment, and (iii) Articles 21, 28, 32 and 47 of the Original Lease. 5.4. Sublandlord covenants and agrees that it will not voluntarily cancel or surrender the Lease, except for a termination thereof permitted under the Lease as a result of casualty or condemnation, or consent to any modification, amendment or supplement to the Lease which will deprive Subtenant of its rights or increase Subtenant's obligations under the Sublease to more than a de minimis extent, in each case without the prior written consent of Subtenant, which consent shall not be unreasonably withheld or delayed. Sublandlord shall promptly forward to Subtenant any defaul...
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Subordination to and Incorporation of the Lease. 1Subtenant hereby acknowledges that it has read and is familiar with the provisions of the Lease and agrees that this Sublease is in all respects subject and subordinate to the terms and conditions of the Lease and to all matters to which the Lease is subject and subordinate. In addition, this Sublease shall also be subject to and Subtenant accepts this Sublease also subject to any amendments, modifications or supplements to the Lease hereafter made, provided that Sublandlord shall not enter into any amendment, modification or supplement that would prevent or materially adversely affect the use by Subtenant of the Premises in accordance with the terms hereof, increase the obligations of Subtenant or decrease its rights hereunder, shorten the Term or increase the Rental required to be paid by Subtenant hereunder. Except to the extent caused by the negligence of Sublandlord, Subtenant shall protect, defend, indemnify and hold harmless Sublandlord from and against, any and all losses, damages, penalties, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be sustained or incurred by Sublandlord by reason of Subtenant's failure to keep, observe or perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's part to be kept, observed or performed under the Lease to the extent same shall have been incorporated herein or otherwise arising out of or with respect to Subtenant's use and occupancy of the Premises from and after the Commencement Date. The provisions of this Section 7.1 shall survive the expiration or earlier termination of the Lease and/or this Sublease. This Section 7.1 shall be self-operative and no further instrument of subordination shall be required. To confirm such subordination, Subtenant shall execute promptly any certificate reasonably acceptable to Subtenant that Sublandlord may reasonably request.
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Subordination to and Incorporation of the Lease. 8.1. This Sublease is subordinate to the Overxxxxx, xxd to all leases, and mortgages and other rights or encumbrances to which the Overxxxxx xx subordinate. This provision is self-operative, but Subtenant, within ten (10) days of Sublandlord's request, must execute any instrument reasonably requested by Sublandlord or Overlandlord to evidence or confirm the same. Sublandlord will request that Overlandlord enter into a non-disturbance, recognition and attornment agreement in a form reasonably acceptable to Subtenant and Overlandlord and otherwise as provided in Section 19.06 of the Overxxxxx, xxd will request that Overlandlord obtain a similar agreement from any lessor or mortgagee of Overlandlord, but neither Sublandlord nor Overlandlord (a) is obligated to make any payment or incur any liability to obtain any such agreement, unless Subtenant pays in advance to Sublandlord or Overlandlord, as the case may be, an amount that is no less than such payment or liability, or (b) is obligated to commence any litigation or otherwise undertake unusual or inordinate measures to obtain any such agreement. Subtenant must reimburse all reasonable costs, including reasonable attorneys' fees, incurred by Sublandlord or Overlandlord in preparing or obtaining the documentation required by this Section, except to the extent that any lessor or mortgagee is an affiliate of Overlandlord. 8.2. Sublandlord represents that a true and complete copy of the Overxxxxx (xxth certain information redacted therefrom) is annexed hereto as "Exhibit D". If Sublandlord complies with its obligations under Section 8.3 and if the Overxxxxx xxxertheless terminates for any reason, then this Sublease will also terminate, without any liability of Sublandlord to Subtenant on account thereof. 8.3. Sublandlord will not, as long as Subtenant is not in default under this Sublease: (a) do or approve anything that would cause the Overxxxxx xx be canceled, terminated or forfeited, unless Overlandlord has agreed in the case of any such cancellation, termination or forfeiture to provide non-disturbance protection in favor of Subtenant on terms no less favorable to Subtenant than the terms provided for in Section 19.06 of the Overxxxxx; xxovided, however, that nothing in this Section 8.3 will prevent Sublandlord from exercising any option to cancel or terminate the Overxxxxx xxxsuant to Articles 12, 13, 38 and 40 thereof; (b) enter into any amendment to the Overxxxxx xxxch prevents or adversely affects the us...
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Subordination to and Incorporation of the Lease. Subject to the terms of this Sub-Sublease, this Sub-Sublease and all of Sub- Subtenant’s rights hereunder are and shall remain in all respects subject and subordinate to (i) all of the terms, conditions and provisions of the Overleases which includes all amendments, true and complete copies of which (except for the rent and certain other provisions which have been redacted) have been previously delivered to and reviewed by Sub-Subtenant, and Sub-Subtenant hereby acknowledged such receipt, (ii) any and all amendments or modifications to the Overleases or supplemental agreements relating thereto hereafter made, and (iii) the Overleases and any and all matters to which the Overleases are subject and subordinate (including, without limitation, the Net Lease and Leasehold Mortgage) and to any and all matters to which the subtenancy of Sub- Sublandlord, as subtenant under the Sublease, is or may be subordinate. The foregoing provisions shall be self-operative and no further instrument of subordination shall be necessary to effectuate such provisions.
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Subordination to and Incorporation of the Lease. 4.1 This Sublease is in all respects subject and subordinate to the terms and conditions of the Lease (a true and complete copy of which has been furnished by Sublandlord to Subtenant), and to all matters to which the Lease is subject and subordinate. Sublandlord represents that a true and complete copy of the Lease has been furnished by Sublandlord to Subtenant. 4.2 Except as otherwise expressly provided in, or otherwise inconsistent with, this Sublease, or to the extent not applicable to the Subleased Premises, the terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements contained in the Lease are incorporated in this Sublease by reference, and are made a part hereof as if herein set forth at length, Sublandlord being substituted for the "Landlord" under the Lease, Subtenant being substituted for the "Tenant" under the Lease, and Subleased Premises being substituted for "demised premises" or "premises" under the Lease, except that the following provisions of the Lease shall be deemed deleted therefrom and shall have no force and effect as between Sublandlord and Subtenant: (P) 7(C); (P) 7(D); (P) 7(E); (P) 11(C); (P) 11(D); (P) 11(E); (P) 19(B); (P) 23; (P) 30(B); (P) 35(A); (P) 35(G); (P) 39; (P) 40; (P) 44; (P) 49(A); (P) 49(B); (P) 49(D); (P) 52; (P) 54; (P) 55; (P) 56; all portions of Exhibit A other than the portion thereof which delineates the Subleased Premises; Xxxxxxxx X, X-0, X-0, X-0, X-0, X-0, X, X, X-0, X, X, X, X, X-0 and R. In addition, certain provisions of the Lease as incorporated herein shall be modified as set forth elsewhere in this Sublease or as hereinafter provided: (1) With respect all applicable provisions of the Lease pursuant to which Tenant shall have an exclusive right to use any portion of the Building, Subtenant shall have a non-exclusive right to use such portion of the Building in common with Sublandlord and/or Sublandlord's assignees and other subtenants. (2) Subtenant shall not be entitled any abatement of Rent pursuant to Subparagraph 28(C) of the Lease unless Sublandlord is entitled to an abatement with respect to its corresponding obligation under the Lease. (3) Sublandlord shall deliver to Subtenant a copy of any Extension Notice delivered by Sublandlord to Landlord pursuant to Article 53 of the Lease simultaneously with Sublandlord's delivery of such Extension Notice to Landlord. Anything in Article 53 of the Lease as incorporated herein by reference to the contrary (a) ...
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Subordination to and Incorporation of the Lease 
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Related to Subordination to and Incorporation of the Lease

  • Ratification and Incorporation of Original Indenture As supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument.

  • SUBORDINATION OF AGREEMENT 18.1 The parties hereto and the employees of the City are governed by the provisions of applicable Federal Law, State Law, and the City Charter. When any provisions thereof are in conflict with the provisions of this Agreement, the provisions of said Federal Law, State Law, or City Charter are paramount and shall prevail. 18.2 The parties hereto and the employees of the City are governed by applicable City Ordinances and said Ordinances are paramount except where they conflict with the express provisions of this Agreement.

  • Amendment to Certificate of Incorporation The Depositor will not amend its Certificate of Incorporation or state of incorporation without prior notice to the Rating Agencies, the Indenture Trustee, and the Credit Enhancer.

  • Execution and Incorporation of Terms The parties to this Terms Agreement will enter into this Terms Agreement by executing the Omnibus Instrument. By executing the Omnibus Instrument, each party hereto agrees that this Terms Agreement will constitute a legal, valid and binding agreement by and among such parties. All terms relating to the Trust or the Notes not otherwise included in this Terms Agreement will be as specified in the Omnibus Instrument or Pricing Supplement, as indicated herein.

  • Amendment of Certificate of Incorporation The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders, directors, or any other persons herein are granted subject to this reservation.

  • DEFINITIONS AND INCORPORATION BY REFERENCE

  • Incorporation of Credit Agreement Provisions The provisions contained in Section 11.6 (Indemnification), Section 12.8 (Governing Law; Submission to Jurisdiction) and Section 12.9 (Waiver of Jury Trial) of the Credit Agreement are incorporated herein by reference to the same extent as if reproduced herein in their entirety.

  • SUBORDINATION OF LEASE This Lease and Lessee’s interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • Incorporation of the Plan All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall govern. Unless otherwise indicated herein, all capitalized terms used herein shall have the meanings given to such terms in the Plan.

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