Subtenant Default. The occurrence of any one or more of the following events shall constitute a material default and breach of this Sublease by Subtenant (“Event of Default”): a. vacation or abandonment of all or any material portion of the Subleased Premises; provided that the vacating of all or a material part of the Subleased Premises by Subtenant shall not constitute an Event of Default so long as (i) Subtenant gives Sublandlord and Master Landlord not less than thirty (30) days notice of the date Subtenant intends to vacate the Subleased Premises, (ii) on or before the date Subtenant vacates the Subleased Premises Subtenant pays to Sublandlord rent for the next month in advance of the date otherwise due (e.g., pay on September 1, the installments of rent for the months of October and November), and (iii) otherwise continue to perform Subtenant’s obligations under this Sublease; b. failure by Subtenant to make any payment of Rent or any other sum payable by Subtenant under this Sublease where such failure continues for more than ten (10) calendar days after Sublandlord has provided Subtenant with notice of the delinquent payment; provided, however, Sublandlord need not give any such notice, and Subtenant shall not be entitled to any such period of grace, more than two times in any twelve (12) month period; c. an assignment of this Sublease by Subtenant or a sublease of any or all of the Subleased Premises without Sublandlord’s permission except in conformance with Paragraph 10.04 hereof; d. failure by Subtenant to observe or perform any covenant or condition of this Sublease, other than the making of payments, where such failure shall continue for a period of fifteen (15) calendar days after written notice from Sublandlord; provided, (1) the making by Subtenant of any general assignment or general arrangement for the benefit of creditors; (2) the filing by or against Subtenant of a petition in bankruptcy, including reorganization or arrangement, unless, in the case of a petition filed against Subtenant, unless the same is dismissed within forty-five (45) calendar days; (3) the appointment of a trustee or receiver to take possession of substantially all of Subtenant’s assets located in the Subleased Premises or of Subtenant’s interest in this Sublease; (4) any execution, levy, attachment or other process of law against any property of Subtenant or Subtenant’s interest in this Sublease, unless the same is dismissed within forty-five (45) calendar days; (5) adjudication that Subtenant is bankrupt; (6) the making by Subtenant of a transfer in fraud of creditors; or (7) the failure of Subtenant to generally pay its debts as they become due; or f. any information furnished by or on behalf of Subtenant to Sublandlord in connection with the entry of this Sublease is determined to have been materially false or misleading as of when made, or Subtenant shall have failed to include a material fact necessary to make such information, in the light of the circumstances under which it was delivered, not misleading.
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Samples: Consent to Sublease (Cephalon Inc)
Subtenant Default. The occurrence of any Any one or more of the following events shall will constitute a material an event of default and breach of this Sublease by Subtenant (“"Event of Default”):
a. vacation or abandonment of all or any material portion of the Subleased Premises; provided that the vacating of all or a material part of the Subleased Premises by Subtenant shall not constitute an Event of Default so long as (i") Subtenant gives Sublandlord and Master Landlord not less than thirty (30) days notice of the date Subtenant intends to vacate the Subleased Premises, (ii) on or before the date Subtenant vacates the Subleased Premises Subtenant pays to Sublandlord rent for the next month in advance of the date otherwise due (e.g., pay on September 1, the installments of rent for the months of October and November), and (iii) otherwise continue to perform Subtenant’s obligations under this Sublease;
b. failure by Subtenant to make any payment of Rent or any other sum payable by Subtenant under this Sublease where such Sublease:
i) failure continues for more than ten (10) calendar days after Sublandlord has provided Subtenant with notice of the delinquent payment; provided, however, Sublandlord need not give any such notice, and Subtenant shall not be entitled to any such period of grace, more than two times in any twelve (12) month period;
c. an assignment of this Sublease by Subtenant or a sublease of any or all of the Subleased Premises without Sublandlord’s permission except in conformance with Paragraph 10.04 hereof;
d. failure refusal by Subtenant to observe timely pay any installment of Basic Rent, any adjustments thereto, or perform any covenant or condition of this Sublease, other than the making of paymentsamount herein provided to be paid by Subtenant to Sublandlord, where such failure shall continue for a period five (5) days after the same is due; or
ii) failure or refusal by Subtenant to perform or observe any other term, covenant or provision of fifteen this Sublease required to be performed or observed by Subtenant, where such failure continues for twenty (1520) calendar days after written notice to Subtenant from SublandlordSublandlord (provided, however, if such default cannot be cured within such twenty (20) day period and Subtenant commences to cure such default within such period and diligently prosecutes such cure to completion, then Subtenant shall have an additional reasonable period, not to exceed sixty (60) days, to cure such default); provided,or
(1iii) the making institution in a court of competent jurisdiction of proceedings for reorganization, liquidation, or involuntary dissolution by Subtenant of any general assignment or general arrangement for the benefit of creditors; (2) the filing by or against Subtenant of a petition in bankruptcy, including reorganization or arrangement, unless, in the case of a petition filed against Subtenant, unless the same is dismissed within forty-five (45) calendar days; (3) or for its adjudication as a bankrupt or insolvent, or for the appointment of a trustee or receiver to take possession of substantially all the property of Subtenant’s assets located , provided that proceedings are not dismissed, and any receiver, trustee, or liquidator appointed therein is not discharged within thirty (30) days after the institution of said proceedings; or
iv) the performance or non-performance of any other obligation hereunder, or the occurrence of any other event which, if it remains uncured, would result in a Default of Sublandlord under the Base Lease.
v) At any time after such an Event of Default has occurred, Sublandlord may exercise all rights and remedies provided under the Base Lease for a default thereunder, including, but not limited to, declaring this Sublease terminated, and Sublandlord may immediately or at any time thereafter re-enter the Subleased Premises and remove all persons therefrom with legal process, and without prejudice to any of its other legal rights, and all claims for damages by reason of such re-entry are expressly waived, as well as all claims for damages by reason of any eviction proceedings or proceedings by way of sequestration or any other legal proceedings which Sublandlord may employ to recover unpaid rents or possession of the Subleased Premises. In addition, without limiting the foregoing, in the event Sublandlord reasonably believes that Subtenant’s interest in this Sublease; 's failure to cure a breach under subparagraph (4i) any executionabove shall cause a default by Sublandlord to occur under the Base Lease, levySublandlord shall specifically have the right, attachment upon giving Subtenant not less than three (3) days prior written notice thereof, to cure such breach or other process of law against any property of Subtenant or Subtenant’s interest in this Sublease, unless the same is dismissed within forty-five (45) calendar days; (5) adjudication that Subtenant is bankrupt; (6) the making default and be reimbursed by Subtenant of a transfer in fraud of creditors; or (7) the failure of Subtenant to generally pay its debts as they become due; or
f. any information furnished immediately upon invoice for all expenses incurred by or on behalf of Subtenant to Sublandlord in connection with the entry therewith upon demand and presentation of this Sublease is determined to have been materially false invoices therefor. All rights and remedies of Sublandlord herein enumerated shall be cumulative and none shall exclude any other right or misleading remedy allowed by law or in equity, and said rights and remedies may be exercised and enforced concurrently and whenever and as of when made, or Subtenant shall have failed to include a material fact necessary to make such information, in the light of the circumstances under which it was delivered, not misleadingoften as occasion therefore arises.
Appears in 1 contract
Subtenant Default. (a) The occurrence of any one or more of the following events shall constitute be deemed to be a material default and breach of this Sublease by "Subtenant (“Event of Default”):":
a. vacation or abandonment of all or any material portion of the Subleased Premises; provided that the vacating of all or a material part of the Subleased Premises by Subtenant shall not constitute an Event of Default so long as (i) Subtenant gives Sublandlord fails to pay any Rent or any other amount hereunder when due; or
(ii) Subtenant fails to perform or observe any of the terms, covenants or conditions contained in this Sublease, and Master Landlord not less than Subtenant fails to cure any such breach within thirty (30) days after notice thereof (unless such breach is not reasonably curable within such period of time, in which event, so long as Subtenant commences to cure such breach within the date thirty (30) day period and is diligently pursuing a cure of such breach, no Subtenant intends Default shall be deemed to vacate occur); or
(iii) Subtenant abandons the Subleased Premises, ; or
(iiiv) on or before the date Subtenant vacates the Subleased Premises Subtenant pays to Sublandlord rent for the next month in advance sells substantially all of its assets out of the date otherwise due ordinary course of business; or
(e.g., pay on September 1, the installments of rent for the months of October and November), and (iiiv) otherwise continue to perform Subtenant’s obligations under this Sublease;
b. failure by Subtenant to make any payment of Rent becomes insolvent or any other sum payable by Subtenant under this Sublease where such failure continues for more than ten (10) calendar days after Sublandlord has provided Subtenant with notice of the delinquent payment; provided, however, Sublandlord need not give any such notice, and Subtenant shall not be entitled to any such period of grace, more than two times in any twelve (12) month period;
c. makes an assignment of this Sublease by Subtenant or a sublease of any or all of the Subleased Premises without Sublandlord’s permission except in conformance with Paragraph 10.04 hereof;
d. failure by Subtenant to observe or perform any covenant or condition of this Sublease, other than the making of payments, where such failure shall continue for a period of fifteen (15) calendar days after written notice from Sublandlord; provided,
(1) the making by Subtenant of any general assignment or general arrangement for the benefit of creditors; or
(2vi) a receiver, trustee, conservator or liquidator of Subtenant or of all or a substantial part of its assets is appointed with out without the filing application or consent of Subtenant; or
(vii) a petition is filed by or against Subtenant of a petition in bankruptcyunder the Bankruptcy Code or any amendment thereto, including reorganization or arrangementunder any other insolvency law or laws, unless, in providing for the case of a petition filed against Subtenant, unless the same is dismissed within forty-five relief to debtors; or
(45) calendar days; (3viii) the appointment discovery by Sublandlord that any financial state- ment given to Sublandlord by Subtenant was materially false when made and Subtenant had knowledge of such falsity; or
(ix) a trustee or receiver to take possession of substantially all of Subtenant’s assets located in the Subleased Premises or of Subtenant’s interest in this Sublease; (4) any execution, levy, attachment or other process of law against any property of Subtenant or Subtenant’s interest in this Sublease, unless the same is dismissed within forty-five (45) calendar days; (5) adjudication that Subtenant is bankrupt; (6) the making breach by Subtenant of a transfer in fraud any term of creditors; or (7) the failure of Subtenant to generally pay its debts as they become dueMaster Lease; or
f. any information furnished by (x) An assignment, sublease or on behalf of Subtenant to Sublandlord other transfer or attempted transfer in connection with the entry violation of this Sublease is determined Sublease.
(b) Upon the occurrence of any Subtenant Default, the Sublandlord may, to have been materially false the extent permitted by applicable law, exercise any one or misleading as of when made, or Subtenant shall have failed to include a material fact necessary to make such information, in the light more of the circumstances following remedies:
(i) Terminate this Sublease with respect to all or any part of the Subleased Premises;
(ii) Recover from Subtenant all Rent and other amounts then due and as they shall thereafter become due hereunder;
(iii) Other remedies provided Master Landlord under which it was deliveredSec- tion 12.2 of the Master Lease.
(c) All remedies of Sublandlord hereunder are cumulative, are in addition to any other remedies provided for by law, and may, to the extent permitted by law, be exercised concurrently or separately. The exercise of any one remedy shall not misleadingbe deemed an election of any such remedy or to preclude the exercise of any other remedy. No failure on the part of Sublandlord to exercise and no delay in exercising any right or remedy shall operate as a waiver thereof or modify the terms of this Sublease. A waiver of default shall not be a waiver of any other or subsequent default.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sbe Inc)
Subtenant Default. The occurrence of any Any one or more of the following events shall will constitute a material an event of default and breach of this Sublease by Subtenant (“"Event of Default”):
a. vacation or abandonment of all or any material portion of the Subleased Premises; provided that the vacating of all or a material part of the Subleased Premises by Subtenant shall not constitute an Event of Default so long as (i") Subtenant gives Sublandlord and Master Landlord not less than thirty (30) days notice of the date Subtenant intends to vacate the Subleased Premises, (ii) on or before the date Subtenant vacates the Subleased Premises Subtenant pays to Sublandlord rent for the next month in advance of the date otherwise due (e.g., pay on September 1, the installments of rent for the months of October and November), and (iii) otherwise continue to perform Subtenant’s obligations under this Sublease;
b. failure by Subtenant to make any payment of Rent or any other sum payable by Subtenant under this Sublease where such Sublease:
i) failure continues for more than ten (10) calendar days after Sublandlord has provided Subtenant with notice of the delinquent payment; provided, however, Sublandlord need not give any such notice, and Subtenant shall not be entitled to any such period of grace, more than two times in any twelve (12) month period;
c. an assignment of this Sublease by Subtenant or a sublease of any or all of the Subleased Premises without Sublandlord’s permission except in conformance with Paragraph 10.04 hereof;
d. failure refusal by Subtenant to observe timely pay any installment of Basic Rent, any adjustments thereto, or perform any covenant or condition of this Sublease, other than the making of paymentsamount herein provided to be paid by Subtenant to Sublandlord, where such failure shall continue for a period five (5) days after the same is due; or ii) failure or refusal by Subtenant to perform or observe any other term, covenant or provision of fifteen this Sublease required to be performed or observed by Subtenant, where such failure continues for twenty (1520) calendar days after written notice to Subtenant from SublandlordSublandlord (provided, however, if such default cannot be cured within such twenty (20) day period and Subtenant commences to cure such default within such period and diligently prosecutes such cure to completion, then Subtenant shall have an additional reasonable period, not to exceed sixty (60) days, to cure such default); provided,or
(1iii) the making institution in a court of competent jurisdiction of proceedings for reorganization, liquidation, or involuntary dissolution by Subtenant of any general assignment or general arrangement for the benefit of creditors; (2) the filing by or against Subtenant of a petition in bankruptcy, including reorganization or arrangement, unless, in the case of a petition filed against Subtenant, unless the same is dismissed within forty-five (45) calendar days; (3) or for its adjudication as a bankrupt or insolvent, or for the appointment of a trustee or receiver to take possession of substantially all the property of Subtenant’s assets located , provided that proceedings are not dismissed, and any receiver, trustee, or liquidator appointed therein is not discharged within thirty (30) days after the institution of said proceedings; or iv) the performance or non-performance of any other obligation hereunder, or the occurrence of any other event which, if it remains uncured, would result in a Default of Sublandlord under the Base Lease.
v) At any time after such an Event of Default has occurred, Sublandlord may exercise all rights and remedies provided under the Base Lease for a default thereunder, including, but not limited to, declaring this Sublease terminated, and Sublandlord may immediately or at any time thereafter re-enter the Subleased Premises and remove all persons therefrom with legal process, and without prejudice to any of its other legal rights, and all claims for damages by reason of such re-entry are expressly waived, as well as all claims for damages by reason of any eviction proceedings or proceedings by way of sequestration or any other legal proceedings which Sublandlord may employ to recover unpaid rents or possession of the Subleased Premises. In addition, without limiting the foregoing, in the event Sublandlord reasonably believes that Subtenant’s interest in this Sublease; 's failure to cure a breach under subparagraph (4i) any executionabove shall cause a default by Sublandlord to occur under the Base Lease, levySublandlord shall specifically have the right, attachment upon giving Subtenant not less than three (3) days prior written notice thereof, to cure such breach or other process of law against any property of Subtenant or Subtenant’s interest in this Sublease, unless the same is dismissed within forty-five (45) calendar days; (5) adjudication that Subtenant is bankrupt; (6) the making default and be reimbursed by Subtenant of a transfer in fraud of creditors; or (7) the failure of Subtenant to generally pay its debts as they become due; or
f. any information furnished immediately upon invoice for all expenses incurred by or on behalf of Subtenant to Sublandlord in connection with the entry therewith upon demand and presentation of this Sublease is determined to have been materially false invoices therefor. All rights and remedies of Sublandlord herein enumerated shall be cumulative and none shall exclude any other right or misleading remedy allowed by law or in equity, and said rights and remedies may be exercised and enforced concurrently and whenever and as of when made, or Subtenant shall have failed to include a material fact necessary to make such information, in the light of the circumstances under which it was delivered, not misleadingoften as occasion therefore arises.
Appears in 1 contract
