SUBTENANT’S DEFAULT. Each of the following events shall be an “Event of Default” hereunder: 10.1.1 If Subtenant shall default in the payment when due of any installment of Base Rent and such default shall continue for three (3) business days after notice of such default is given to Subtenant, or in the payment when due of any other item of Rent and such default shall continue for three (3) business days after notice of such default is given to Subtenant, except that if Sublandlord shall have given one (1) such notice in any twelve (12) month period, Subtenant shall not be entitled to any further notice of its delinquency in the payment of Rent until such time as twelve (12) consecutive months shall have elapsed without Subtenant having defaulted in any such payment; or 10.1.2 if Subtenant shall default in the observance or performance of any term, covenant or condition on Subtenant’s part to be observed or performed under any other lease with Sublandlord or Sublandlord’s predecessor in interest of space in the Building and such default shall continue beyond any grace period set forth in such other lease for the remedying of such default or if Subtenant shall cause Sublandlord to be in default of its obligations under the Prime Lease; or 10.1.3 if the Premises shall become abandoned (the Premises shall not be deemed abandoned if, notwithstanding that Subtenant shall have vacated the Premises, Subtenant shall continue to fulfill its obligations under this Sublease); or 10.1.4 if Subtenant’s interest or any portion thereof in this Sublease shall devolve upon or pass to any person, whether by operation of law or otherwise, except as expressly permitted under Article 5 hereof; or 10.1.5 (a) if Subtenant shall commence or institute any case, proceeding or other action (i) seeking relief on its behalf as debtor, or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (ii) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property and same is not discontinued within thirty (30) days; or
Appears in 1 contract
SUBTENANT’S DEFAULT. Each 15.1 Any one or more of the following events shall be an considered a “Event of Default” hereunderby Subtenant, as such terms are used in this Sublease:
10.1.1 If 15.1.1 Subtenant shall default be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Subtenant asking reorganization of Subtenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any state, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within thirty (30) days from the date of the entry or granting thereof; or
15.1.2 Subtenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal Bankruptcy laws now or hereafter amended, or Subtenant shall institute any proceedings for relief of Subtenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, re-organization, arrangements, composition or extension; or
15.1.3 Subtenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Subtenant or any of the property of Subtenant; or
15.1.4 Subtenant shall admit in writing its inability to pay its debts as they become due; or
15.1.5 The Sublease Premises are levied on by any revenue officer or similar officer; or
15.1.6 A decree or order appointing a receiver of the property of Subtenant shall be made and such decree or order shall not have been vacated, stayed or set aside within thirty (30) days from the date of entry or granting thereof; or
15.1.7 Subtenant shall abandon (as defined in California Civil Code Section 1951.3) the Sublease Premises during the Sublease Term; or
15.1.8 Subtenant fails to make any payment of Rent required to be made by Subtenant as and when the same is due and such failure continues for more than three (3) days after written notice from Sublandlord of such failure, provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161 et seq., as amended from time to time; or
15.1.9 The failure by Tenant to pay any installment of Base Rent and such default shall continue for three or the failure by Tenant to make any other payment required to be made by Tenant under this Lease, within five (35) business days after notice such payment becomes due, provided, however, that the first occurrence of such default is given to Subtenant, or in the payment when due of any other item of Rent and such default shall continue for three (3) business days after notice of such default is given to Subtenant, except that if Sublandlord shall have given one (1) such notice a delinquency in any twelve (12) consecutive month periodperiod shall constitute an Event of Default only if Tenant fails to cure such delinquency within three (3) days following written notice from Landlord as and when due.
15.1.10 Subtenant fails to secure insurance or to provide proper evidence of insurance as set forth in Section 8 of this Sublease or fails to keep the Sublease Premises or the Building free of lien claims as set forth in Section 14 of this Sublease and either such failure continues for more than three (3) days after written notice thereof to Subtenant, provided, however, that Subtenant may contest any claim of lien pursuant to the same procedure in Section 7.4 afforded Sublandlord as Tenant under the Master Lease, and further provided, that any such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161 et seq., as amended from time to time; or
15.1.11 Subtenant, by its act or omission, causes an event or condition under the Master Lease which either is a default thereunder and Sublandlord has given Subtenant prompt notice of such default, but Subtenant fails to promptly take the action necessary to cure such default within the grace period provided therein; or
15.1.12 Subtenant fails to fulfill, keep, observe or perform any of the other covenants and obligations herein contained to be fulfilled, kept, observed and performed by Subtenant, and such failure continues for more than fifteen (15) days after notice thereof in writing to Subtenant, provided that if such default cannot be cured within fifteen (15) days, it shall be sufficient if Subtenant commences within the fifteen (15) days and thereafter diligently pursues the cure to completion.
15.2 Upon the occurrence of any one or more Defaults, Sublandlord may exercise any remedy against, and recover such amounts from, Subtenant shall not as Master Landlord may exercise or be entitled to any further notice of its delinquency in the payment of Rent until such time as twelve (12) consecutive months shall have elapsed without Subtenant having defaulted in any such payment; or
10.1.2 if Subtenant shall for default in the observance or performance of any term, covenant or condition on Subtenant’s part to be observed or performed under any other lease with Sublandlord or Sublandlord’s predecessor in interest of space in the Building and such default shall continue beyond any grace period set forth in such other lease for the remedying of such default or if Subtenant shall cause Sublandlord to be in default of its obligations by Tenant under the Prime Master Lease; or
10.1.3 if , which provisions of the Premises shall become abandoned (Master Lease are hereby incorporated herein by reference. Without limiting the Premises shall not be deemed abandoned ifgenerality of the foregoing, notwithstanding that Subtenant shall have vacated Sublandlord may exercise the Premises, Subtenant shall continue to fulfill its obligations damage remedies available under this Sublease); or
10.1.4 if Subtenant’s interest California Civil Code Sections 1951.2 and 1951.4 or any portion thereof similar or successor statute which provides that a lessor may continue a lease in this Sublease shall devolve upon or pass to any person, whether by operation of law or otherwise, except effect and recover damages as expressly permitted under Article 5 hereof; or
10.1.5 (a) if Subtenant shall commence or institute any case, proceeding or other action (i) seeking relief on its behalf as debtor, or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (ii) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property and same is not discontinued within thirty (30) days; orthey become due.
Appears in 1 contract
Samples: Sublease (Aradigm Corp)
SUBTENANT’S DEFAULT. Each 15.1 Any one or more of the following events shall be an considered a “Event of Default” hereunderby Subtenant, as such term is used in this Sublease:
10.1.1 If 15.1.1 Subtenant shall default in be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Subtenant asking reorganization of Subtenant under the payment when due Federal bankruptcy laws as now or hereafter amended, or under the laws of any installment of Base Rent state, shall be entered, and any such default shall continue for three (3) business days after notice of such default is given to Subtenant, decree or in the payment when due of any other item of Rent and such default shall continue for three (3) business days after notice of such default is given to Subtenant, except that if Sublandlord shall have given one (1) such notice in any twelve (12) month period, Subtenant judgment or order shall not be entitled to any further notice have been vacated or stayed or set aside within sixty (60) days from the date of its delinquency in the payment of Rent until such time as twelve (12) consecutive months shall have elapsed without Subtenant having defaulted in any such paymententry or granting thereof; or
10.1.2 if 15.1.2 Subtenant shall default file, or admit the jurisdiction of the court and the material allegations contained in, any petition in the observance bankruptcy, or performance of any term, covenant petition pursuant or condition on Subtenant’s part purporting to be observed pursuant to the Federal Bankruptcy laws now or performed hereafter amended, or Subtenant shall institute any proceedings for relief of Subtenant under any other lease with Sublandlord bankruptcy or Sublandlord’s predecessor in interest of space in the Building and such default shall continue beyond any grace period set forth in such other lease for the remedying of such default or if Subtenant shall cause Sublandlord to be in default of its obligations under the Prime Lease; or
10.1.3 if the Premises shall become abandoned (the Premises shall not be deemed abandoned if, notwithstanding that Subtenant shall have vacated the Premises, Subtenant shall continue to fulfill its obligations under this Sublease); or
10.1.4 if Subtenant’s interest insolvency laws or any portion thereof in this Sublease shall devolve upon or pass to any person, whether by operation of law or otherwise, except as expressly permitted under Article 5 hereof; or
10.1.5 (a) if Subtenant shall commence or institute any case, proceeding or other action (i) seeking relief on its behalf as debtor, or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, laws relating to bankruptcy, insolvency, reorganization or the relief of debtors, readjustment of indebtedness, re-organization, arrangements, composition or (ii) seeking extension; or
15.1.3 Subtenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver, trustee, custodian or other similar official receiver for it or for all Subtenant or any substantial part of the property of Subtenant; or
15.1.4 Subtenant shall admit in writing its inability to pay its debts as they become due; or
15.1.5 The Sublease Premises are levied on by any revenue officer or similar officer; or
15.1.6 A decree or order appointing a receiver of the property of Subtenant shall be made and same is such decree or order shall not discontinued have been vacated, stayed or set aside within thirty (30) daysdays from the date of entry or granting thereof; or
15.1.7 Subtenant shall abandon the Sublease Premises during the Term or assign this Sublease or further sublet of the Sublease Premises other than in strict accordance with Section 9; or
15.1.8 Subtenant fails to make any payment of Rent required to be made by Subtenant as and when the same is due and such failure continues for five (5) days after written notice from Sublandlord; or
15.1.9 Subtenant fails to secure insurance or to provide proper evidence of insurance as set forth in Section 8 of this Sublease or fails to keep the Sublease Premises or the Building free of lien claims as set forth in Section 14 of this Sublease and either such failure continues for more than five (5) days after written notice thereof to Subtenant; or
15.1.10 Subtenant, by its act or omission, causes an event or condition under the Master Lease which either is a default thereunder or, subject only to the delivery of any required notice or passage of any cure or grace period, would constitute a default thereunder; or
15.1.11 Subtenant fails to fulfill, keep, observe or perform any of the other covenants and obligations herein contained to be fulfilled, kept, observed and performed by Subtenant, and such failure continues for more than twenty (20) days after notice thereof in writing to Subtenant.
15.2 Upon the occurrence of any one or more Defaults, Sublandlord may exercise any remedy against, and recover such amounts from, Subtenant as Master Landlord may exercise or be entitled to for default by Tenant under the Master Lease, which provisions of the Master Lease are hereby incorporated herein by reference. Without limiting the generality of the foregoing, Sublandlord may exercise the damage remedies available under California Civil Code Sections 1951.2 and 1951.4 or any similar or successor statute which provides that a lessor may continue a lease in effect and recover damages as they become due.
Appears in 1 contract
Samples: Sublease (Onyx Pharmaceuticals Inc)
SUBTENANT’S DEFAULT. Each of the following events shall be an “Event of Default” hereunder:If
10.1.1 If (a) Subtenant shall default in fulfilling any of the payment when due terms, conditions or agreements hereof, other than the covenants to pay Base Rent, Additional Rent, or other Rent, or of any installment of Base Rent the Primary Lease as herein incorporated, and such default shall continue not have been remedied (or proper corrective measures to cure such default commenced and after commencement diligently and continuously prosecuted in good faith) within ten (10) days after written notice from the Sublandlord, Sublandlord may give Subtenant three (3) days notice of its intention to end the term of this Sublease, and, at the end of said three (3) days, the term of this Sublease shall expire with the same effect as if that day were the date hereinabove set forth for the termination of the term hereof, but Subtenant shall remain liable to the extent provided under the environmental compliance provisions of Section 29 of the Primary Lease applicable to Subtenant as provided herein and for payment of the Rent, the entire unpaid amount of which shall thereupon become immediately due, together with costs of collection (including reasonable attorneys’ fees) and interest thereon at the Interest Rate (as defined herein), or (b) Subtenant shall fail to pay the Base Rent, any Additional Rent, or any other Rent as provided herein, then Sublandlord may, unless Subtenant shall have cured such default within three (3) business days after written notice thereof from Sublandlord (provided, however, Sublandlord shall not be required to provide written notice of such any default is given if Sublandlord has already provided written notice on any default hereunder during the twelve month period preceding the current default) in addition to Subtenant, exercising any other right or remedies available to Sublandlord hereunder or at law or in equity, exercise all of the payment when due remedies of any other item the Primary Landlord set forth in Section 24 of Rent and such default the Primary Lease. Any repossession by Sublandlord in the exercise of Sublandlord’s remedies shall continue for three not terminate Subtenant’s obligations hereunder, absent a termination notice from Sublandlord. If this Sublease is terminated by Sublandlord pursuant to the foregoing provisions of clause (3b) business days after notice of such default is given to Subtenant, except that if Sublandlord shall have given one (1) such notice in any twelve (12) month periodthis Section 9, Subtenant shall not be entitled remain liable to Sublandlord for (i) any further notice of its delinquency in Rent due prior to termination, and (ii) the payment of Rent until such time as twelve Rent, the entire unpaid amount of which shall thereupon become immediately due and payable, together with costs of collection (12including reasonable attorneys’ fees) consecutive months and interest thereon at the Interest Rate. When used herein, the term “Interest Rate” shall have elapsed without Subtenant having defaulted in any such payment; or
10.1.2 if Subtenant shall default in mean the observance or performance of any term, covenant or condition on Subtenant’s part per annum rate equal to be observed or performed under any other lease with Sublandlord or Sublandlord’s predecessor in interest of space in the Building and such default shall continue beyond any grace period set forth in such other lease for the remedying of such default or if Subtenant shall cause Sublandlord to be in default of its obligations under the Prime Lease; or
10.1.3 if the Premises shall become abandoned (the Premises shall not be deemed abandoned if, notwithstanding that Subtenant shall have vacated the Premises, Subtenant shall continue to fulfill its obligations under this Sublease); or
10.1.4 if Subtenant’s interest or any portion thereof in this Sublease shall devolve upon or pass to any person, whether by operation of law or otherwise, except as expressly permitted under Article 5 hereof; or
10.1.5 lesser of: (a) if Subtenant shall commence or institute any case, proceeding or other action (i) seeking relief the Prime Rate as published in the Wall Street Journal on its behalf as debtor, or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, the date the amount in question was due plus 5%; or (iib) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property and same is not discontinued within thirty (30) days; or15%.
Appears in 1 contract
Samples: Sublease
SUBTENANT’S DEFAULT. Each 14.1. Any one or more of the following events shall be an considered a “Event of Default” hereunderby Subtenant, as such term is used in this Sublease:
10.1.1 If a. Subtenant shall default in the fails to make any payment when due of any installment of Base Rent and such default shall continue for required to be made by Subtenant within three (3) business days following written notice from Sublandlord that the same is past due; or
b. Subtenant fails to fulfill, keep, observe or perform any of the other covenants and obligations herein contained to be fulfilled, kept, observed and performed by Subtenant, and such failure continues for more than twenty-five (25) days after notice of such default is given thereof in writing to Subtenant, or for such longer period as may be reasonably required to cure such failure, provided Subtenant is continuously and diligently prosecuting such cure at all times to completion and such cure period does not cause Sublandlord to be in an event of default under the payment when due Master Lease; provided, such notice shall be in lieu of, and not in addition to, any notice required under Section 1161 et seq. of the California Code of Civil Procedure; or
c. Subtenant shall be adjudged an involuntary bankrupt, or a decree or order approving a petition or answer filed against Subtenant seeking reorganization of Subtenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or
d. Subtenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal Bankruptcy laws now or hereafter amended, or Subtenant shall institute any proceedings for relief of Subtenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, re-organization, arrangements, composition or extension; or
e. Subtenant shall (i) abandon the Sublease Premises during the Term for a continuous period in excess of five (5) consecutive business days and Subtenant is during that time in default of its other item obligations under this Sublease (Subtenant waives any right to notice Subtenant may have under Section 1951.3 of Rent the Civil Code of the State of California, the terms of this Section 14.1 being deemed such notice to Subtenant as required by said Section 1951.3) or (ii) assign this Sublease or further sublet the Sublease Premises other than in strict accordance with Section 8 of this Sublease; or
f. Subtenant fails to secure insurance or to provide proper evidence of insurance as set forth in Section 7 of this Sublease and does not cure such default shall continue for failure within three (3) business days: following Subtenant’s receipt of notice from Sublandlord or fails to keep the Sublease Premises or the Building free of lien claims as set forth in Section 13 of this Sublease where such failure is not cured within fifteen (15) days after following receipt of notice or actual knowledge of the imposition of any such lien; or
g. Subtenant causes an event or condition under the Master Lease which either is a default thereunder or, subject only to the delivery of any required notice or passage of any cure or grace period, would constitute a default thereunder, and such default is not cured within two (2) business days less than any period allowed under the Master Lease for cure. Where notice of default from Master Landlord is required and given under the Master Xxxxx, Xxxxxxxxxxx agrees to use good faith efforts to provide as quickly as reasonably practicable a copy of any such notice to Subtenant.
14.2. Upon the occurrence of any one or more Default(s), except that if Sublandlord shall have given one (1) such notice may exercise any remedy against Subtenant which Master Landlord may exercise for default by Sublandlord under the Master Lease in any twelve (12) month period, Subtenant shall not be entitled addition to any further notice of remedy available at law and/or in equity, and Sublandlord may resort to its delinquency remedies cumulatively or in the payment alternative. Without limiting the generality of Rent until such time as twelve (12) consecutive months shall have elapsed without Subtenant having defaulted in any such payment; or
10.1.2 if Subtenant shall default in the observance or performance of any termforegoing, covenant or condition on Subtenant’s part to be observed or performed Sublandlord may exercise the damage remedies available under any other lease with Sublandlord or Sublandlord’s predecessor in interest of space in applicable law, including without limiting the Building foregoing, California Civil Code Sections 1951.2 and such default shall continue beyond any grace period set forth in such other lease for the remedying of such default or if Subtenant shall cause Sublandlord to be in default of its obligations under the Prime Lease; or
10.1.3 if the Premises shall become abandoned (the Premises shall not be deemed abandoned if, notwithstanding that Subtenant shall have vacated the Premises, Subtenant shall continue to fulfill its obligations under this Sublease); or
10.1.4 if Subtenant’s interest 1951.4 or any portion thereof similar or successor statute which provides that a lessor may continue a lease in effect and recover damages as they become due. Subtenant expressly acknowledges and agrees that the restrictions on assignment and sub-subletting imposed by this Sublease shall devolve upon are reasonable for purposes of California Civil Code Section 1951.4 and any successor or pass to any person, whether by operation of law or otherwise, except as expressly permitted under Article 5 hereof; or
10.1.5 (a) if Subtenant shall commence or institute any case, proceeding or other action (i) seeking relief on its behalf as debtor, or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (ii) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property and same is not discontinued within thirty (30) days; orstatute.
Appears in 1 contract
Samples: Sublease (Talis Biomedical Corp)
SUBTENANT’S DEFAULT. Each 14.1 Any one or more of the following events shall be an “Event of considered a "Default” hereunder" by Subtenant, as such term is used in this Sublease:
10.1.1 If (a) Subtenant shall default in be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Subtenant asking reorganization of Subtenant under the payment when due Federal bankruptcy laws as now or hereafter amended, or under the laws of any installment State; or
(b) Subtenant shall file, or admit the jurisdiction of Base the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal Bankruptcy laws now or hereafter amended, or Subtenant shall institute any proceedings for relief of Subtenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, re-organization, arrangements, composition or extension; or
(c) Subtenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Subtenant or any of the property of Subtenant; or
(d) Subtenant shall admit in writing its inability to pay its debts as they become due; or
(e) The Premises are levied on by any revenue officer or similar officer as a result of Subtenant's act or omission; or
(f) A decree or order appointing a receiver of the property of Subtenant shall be made; or
(g) Subtenant shall vacate or abandon the Premises during the Term or assign this Sublease or further sublet the Premises other than in strict accordance with Section 8; or
(h) Subtenant fails to make any payment of Rent required to be made by Subtenant as and when the same is due and does not cure the failure within 5 days after receiving written notice from Sublandlord; or
(i) Subtenant fails to secure insurance or to provide proper evidence of insurance as set forth in Section 7 of this Sublease or fails to keep the Premises or the Building free of lien claims as set forth in Section 13 of this Sublease and either such default shall continue failure continues for more than three (3) business days after written notice of such default is given thereof to Subtenant; or
(j) Subtenant, by its act or in omission, causes an event or condition under the payment when due Master Lease which either is a default thereunder or, subject only to the delivery of any required notice or passage of any cure or grace period, would constitute a default thereunder and does not cure the condition within 5 days after receiving written notice thereof from Sublandlord; or
(k) Subtenant fails to fulfill, keep, observe or perform any of the other item of Rent covenants and such default shall continue obligations herein contained to be fulfilled, kept, observed and performed by Subtenant and the failure continues for three (3) more than 15 business days after written notice of such default is given thereof to Subtenant, except that if Sublandlord shall have given one (1) such notice in any twelve (12) month period, Subtenant shall not be entitled to any further notice of its delinquency in .
14.2 Upon the payment of Rent until such time as twelve (12) consecutive months shall have elapsed without Subtenant having defaulted in any such payment; or
10.1.2 if Subtenant shall default in the observance or performance occurrence of any termone or more Default(s), covenant or condition on Subtenant’s part to be observed or performed under Sublandlord may exercise any other lease with remedy against Subtenant which Master Landlord may exercise for default by Sublandlord or Sublandlord’s predecessor in interest of space in the Building and such default shall continue beyond any grace period set forth in such other lease for the remedying of such default or if Subtenant shall cause Sublandlord to be in default of its obligations under the Prime Master Lease; or
10.1.3 if . Without limiting the Premises shall generality of the foregoing, Sublandlord may exercise the damage remedies available under statute which provides that a lessor may continue a lease in effect and recover damages as they become abandoned (the Premises shall not be deemed abandoned if, notwithstanding that Subtenant shall have vacated the Premises, Subtenant shall continue to fulfill its obligations under this Sublease); or
10.1.4 if Subtenant’s interest or any portion thereof in this Sublease shall devolve upon or pass to any person, whether by operation of law or otherwise, except as expressly permitted under Article 5 hereof; or
10.1.5 (a) if Subtenant shall commence or institute any case, proceeding or other action (i) seeking relief on its behalf as debtor, or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (ii) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property and same is not discontinued within thirty (30) days; ordue.
Appears in 1 contract
SUBTENANT’S DEFAULT. Each The occurrence of any one or more of the following events shall constitute a default and breach of this Sublease by Subtenant: (a) if Subtenant fails to pay any Rent or any other charges required to be an “Event paid by Subtenant under this Sublease when due and payable for a period of Default” hereunder:
10.1.1 If five (5) days after written notice thereof is received by Subtenant specifying such failure, provided that Subtenant shall default in the payment when due of any installment of Base Rent and such default shall continue for three (3) business days after notice of such default is given not be entitled to Subtenant, or in the payment when due of any other item of Rent and such default shall continue for three (3) business days after notice of such default is given to Subtenant, except that if Sublandlord shall have given one (1) such notice and grace period more than two times in any consecutive twelve (12) month period, Subtenant shall not be entitled to any further notice of its delinquency in the payment of Rent until such time as twelve ; or (12b) consecutive months shall have elapsed without Subtenant having defaulted in any such payment; or
10.1.2 if Subtenant shall default in the observance or performance of any term, covenant or condition on Subtenant’s part fails to be observed or performed under perform promptly and fully any other lease with Sublandlord covenant, condition, or Sublandlord’s predecessor in interest of space in the Building and such default shall continue beyond any grace period set forth in such other lease for the remedying of such default or if Subtenant shall cause Sublandlord to be in default of its obligations under the Prime Lease; or
10.1.3 if the Premises shall become abandoned (the Premises shall not be deemed abandoned if, notwithstanding that Subtenant shall have vacated the Premises, Subtenant shall continue to fulfill its obligations under this Sublease); or
10.1.4 if Subtenant’s interest or any portion thereof agreement contained in this Sublease shall devolve upon and such failure continues for twenty (20) days after receipt of written notice thereof from Sublandlord to Subtenant or pass such longer time as is reasonably required by Subtenant to any person, whether by operation of law cure; or otherwise, except as expressly permitted under Article 5 hereof; or
10.1.5 (ac) if Subtenant shall commence makes a general assignment for the benefit of creditors or institute any caseprovides for an arrangement, composition, extension, or adjustment with its creditors; or (d) if Subtenant files a voluntary petition for relief, or if a petition against Subtenant in a proceeding under the federal bankruptcy laws or other action insolvency laws is filed and not withdrawn or dismissed within ninety (i90) seeking relief on its behalf as debtordays thereafter, or to adjudicate it a bankrupt if under the provisions of any law providing for reorganization or insolventwinding up of corporations any court of competent jurisdiction assumes jurisdiction, custody, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law control of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (ii) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all Subtenant or any substantial part of its property and same is not discontinued within thirty such jurisdiction, custody, or control remains in force unrelinquished, unstayed, or unterminated for a period of ninety (3090) days; oror (e) if, in any proceeding or action in which Subtenant is a party, a trustee, receiver, agent, or custodian is appointed to take charge of the Leased Space or any of Subtenant's property (or has the authority to do so) for the purpose of enforcing a lien against the Leased Space or Subtenant's property.
Appears in 1 contract
Samples: Sublease Agreement (PMR Corp)
SUBTENANT’S DEFAULT. Each In the event that Subtenant: (A) allows any default to occur by some action or inaction on its part; (B) fails to pay, on a timely basis (which is hereinafter defined as paid prior to the date a late charge becomes due) any portion of any Rent or any other sum when due hereunder ; (C) fails to furnish certificates of Subtenant's required insurance to Landlord or fails to maintain same in full force and effect; (D) becomes bankrupt, insolvent or files any debtor proceeding, takes action or has action taken against it for all or a portion of Subtenant's assets, files a petition for corporate reorganization, makes an assignment for the benefit of creditors or in any other manner then Subtenant's interest hereunder shall pass to another by operation of law; (E) commits waste to or abandons the Premises; or (H) is otherwise in default hereunder, then Subtenant is in default under this Sublease. In the event of any default in Subtenant's obligations under this Sublease, Landlord may, at Landlord's option, with or without court order re-take possession of the following events Premises by force or otherwise, terminate this Sublease or exercise any and all other remedy lawfully available under the circumstances from time to time and Landlord shall have the right to remove Subtenant's personal property from the Premises. Except in the instance that the Master Lease is terminated due to a breach by Landlord thereunder, Subtenant hereby indemnifies and holds Landlord harmless for any loss or damage that Landlord may incur as a result of termination of this Sublease, re-entry without termination of this Sublease and/or removal of Subtenant's property. No re-entry by Landlord or termination shall terminate Subtenant's obligations under this Sublease. Subtenant agrees to pay all costs of collection, including reasonable attorney's fees, if all or any part of Rent or additional rent or other sums due hereunder or damages are collected after maturity with the aid of an attorney. Subtenant also agrees to pay reasonable attorney fees in the event it is necessary for the Landlord to employ an attorney to force the Subtenant to make any such payments or comply with the covenants, obligations, or conditions of this Sublease. The above rights and remedies are not exclusive and in the event of any default of Subtenant that is not cured within the notice period aforesaid, Landlord may pursue and all rights and remedies available at law or in equity. Upon terminating this Sublease or otherwise re-entering the Demised Premises due to default of Subtenant, Landlord shall be an “Event obligated to use good faith efforts to re-let Demised Premises and Landlord may re-let to such persons, and for such lengths of Default” hereunder:
10.1.1 If time, and rents and other terms as Landlord deems best, without relieving Subtenant shall default in of Subtenant's obligations under this Sublease. In the payment when due of any installment of Base Rent and such default shall continue for three (3) business days after notice of such default is given to Subtenant, or in event the payment when due of any other item of Rent and such default shall continue for three (3) business days after notice of such default is given to Subtenant, except that if Sublandlord shall have given one (1) such notice in any twelve (12) month periodDemised Premises are re-let, Subtenant shall be liable to Landlord for all costs incurred in such re-letting including but not be entitled limited to any further notice of its delinquency broker fees and commissions, difference in the payment of Rent until such time as twelve (12) consecutive months shall have elapsed without Subtenant having defaulted in any such payment; or
10.1.2 rent due hereunder and rent obtained and attorney fees. Additionally, if Subtenant shall default in the observance fails to pay or performance perform any of any term, covenant or condition on Subtenant’s part to be observed or performed under any other lease with Sublandlord or Sublandlord’s predecessor in interest of space in the Building and such default shall continue beyond any grace period set forth in such other lease for the remedying of such default or if Subtenant shall cause Sublandlord to be in default of its obligations under the Prime Lease; or
10.1.3 if the Premises shall become abandoned (the Premises shall not be deemed abandoned if, notwithstanding that Subtenant shall have vacated the Premises, Subtenant shall continue to fulfill its obligations under this Sublease); or
10.1.4 if , Landlord may cure such defaults at Subtenant’s interest or any portion thereof in this Sublease shall devolve upon or pass to any person's cost, whether by operation of law or otherwise, except as expressly permitted under Article 5 hereof; or
10.1.5 (a) if and Subtenant shall commence or institute any casereimburse Landlord's cost of cure upon demand, proceeding or other action (i) seeking relief on its behalf as debtor, or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (ii) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property and same is not discontinued within thirty (30) days; oradditional rent payable hereunder.
Appears in 1 contract
SUBTENANT’S DEFAULT. Each of the following events shall be an “Event of Default” hereunder:
10.1.1 If (a) Subtenant shall default in fulfilling any of the payment when due terms, conditions or agreements hereof, other than the covenants to pay Base Rent, Additional Rent, or other Rent, or of any installment of Base Rent the Primary Lease as herein incorporated, and such default shall continue not have been remedied (or proper corrective measures to cure such default commenced and after commencement diligently and continuously prosecuted in good faith) within ten (10) days after written notice from the Sublandlord, Sublandlord may give Subtenant three (3) days notice of its intention to end the term of this Sublease, and, at the end of said three (3) days, the term of this Sublease shall expire with the same effect as if that day were the date hereinabove set forth for the termination of the term hereof, but Subtenant shall remain liable to the extent provided under the environmental compliance provisions of Section 29 of the Primary Lease applicable to Subtenant as provided herein and for payment of the Rent, the entire unpaid amount of which shall thereupon become immediately due, together with costs of collection (including reasonable attorneys’ fees) and interest thereon at the Interest Rate (as defined herein), or (b) Subtenant shall fail to pay the Base Rent, any Additional Rent, or any other Rent as provided herein, then Sublandlord may, unless Subtenant shall have cured such default within three (3) business days after written notice thereof from Sublandlord (provided, however, Sublandlord shall not be required to provide written notice of such any default is given if Sublandlord has already provided written notice on any default hereunder during the twelve month period preceding the current default) in addition to Subtenant, exercising any other right or remedies available to Sublandlord hereunder or at law or in equity, exercise all of the payment when due remedies of any other item the Primary Landlord set forth in Section 24 of Rent and such default the Primary Lease. Any repossession by Sublandlord in the exercise of Sublandlord’s remedies shall continue for three not terminate Subtenant’s obligations hereunder, absent a termination notice from Sublandlord. If this Sublease is terminated by Sublandlord pursuant to the foregoing provisions of clause (3b) business days after notice of such default is given to Subtenant, except that if Sublandlord shall have given one (1) such notice in any twelve (12) month periodthis Section 9, Subtenant shall not be entitled remain liable to Sublandlord for (i) any further notice of its delinquency in Rent due prior to termination, and (ii) the payment of Rent until such time as twelve Rent, the entire unpaid amount of which shall thereupon become immediately due and payable, together with costs of collection (12including reasonable attorneys’ fees) consecutive months and interest thereon at the Interest Rate. When used herein, the term “Interest Rate” shall have elapsed without Subtenant having defaulted in any such payment; or
10.1.2 if Subtenant shall default in mean the observance or performance of any term, covenant or condition on Subtenant’s part per annum rate equal to be observed or performed under any other lease with Sublandlord or Sublandlord’s predecessor in interest of space in the Building and such default shall continue beyond any grace period set forth in such other lease for the remedying of such default or if Subtenant shall cause Sublandlord to be in default of its obligations under the Prime Lease; or
10.1.3 if the Premises shall become abandoned (the Premises shall not be deemed abandoned if, notwithstanding that Subtenant shall have vacated the Premises, Subtenant shall continue to fulfill its obligations under this Sublease); or
10.1.4 if Subtenant’s interest or any portion thereof in this Sublease shall devolve upon or pass to any person, whether by operation of law or otherwise, except as expressly permitted under Article 5 hereof; or
10.1.5 lesser of: (a) if Subtenant shall commence or institute any case, proceeding or other action (i) seeking relief the Prime Rate as published in the Wall Street Journal on its behalf as debtor, or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, the date the amount in question was due plus 5%; or (iib) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property and same is not discontinued within thirty (30) days; or15%.
Appears in 1 contract
Samples: Sublease (Trimeris Inc)
SUBTENANT’S DEFAULT. Each 15.1. Any one or more of the following events shall be an considered a “Event of Default” hereunderby Subtenant, as such terms are used in this Sublease:
10.1.1 If 15.1.1. Subtenant shall default be a debtor in a bankruptcy case, whether voluntary or involuntary, or a decree or order approving, as properly filed, a petition or answer filed against Subtenant asking reorganization of Subtenant under the federal bankruptcy laws as now or hereafter amended, or under the laws of any state, shall be entered, and if such filing was involuntary, then any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof (there being no cure periods for voluntary filings);
15.1.2. Subtenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the federal bankruptcy laws now or hereafter amended, or under the laws of any state, or Subtenant shall institute any proceedings for relief of Subtenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, re-organization, arrangements, composition or extension;
15.1.3. Subtenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Subtenant or any of the property of Subtenant;
15.1.4. Subtenant shall admit in writing its inability to pay its debts as they become due;
15.1.5. the Sublease Premises are levied on by any revenue officer or similar officer,
15.1.6. a decree or order appointing a receiver of the property of Subtenant shall be made and such decree or order shall not have been vacated, stayed or set aside within thirty (30) days from the date of entry or granting thereof;
15.1.7. Subtenant shall Transfer this Sublease or Subtenant’s interest in the Sublease Premises, or any portion thereof, other than in strict accordance with Section 9 of this Sublease;
15.1.8. Subtenant fails to make any payment when due of any installment of Base Rent and such default shall continue for required to be made by Subtenant within three (3) business days after written notice from Sublandlord;
15.1.9. Subtenant fails to secure insurance or to provide proper evidence of insurance as set forth in Section 8 of this Sublease, and such default is given failure continues for more than five (5) business days after written notice thereof to Subtenant, or fails to keep the Sublease Premises or the Building free of lien claims as set forth in Section 14 of this Sublease, and such failure continues for more than five (5) days after written notice thereof to Subtenant;
15.1.10. Subtenant, by its act or omission, causes an event or condition under the payment when due Master Lease which either is a default thereunder or, subject only to the delivery of any required notice or passage of any cure or grace period, would constitute a default thereunder; or
15.1.11. Subtenant fails to fulfill, keep, observe or perform any of the other item of Rent covenants and obligations herein contained to be fulfilled, kept, observed and performed by Subtenant, and such default shall continue failure continues for three more than twenty (320) business days after notice of such default is given thereof in writing to Subtenant.
15.2. Upon the occurrence of any one or more Defaults, except that if Sublandlord shall have given one (1) may exercise any remedy against, and recover such notice in any twelve (12) month periodamounts from, Subtenant shall not as Master Landlord may exercise or be entitled to any further notice of its delinquency in the payment of Rent until such time as twelve (12) consecutive months shall have elapsed without Subtenant having defaulted in any such payment; or
10.1.2 if Subtenant shall for default in the observance or performance of any term, covenant or condition on Subtenant’s part to be observed or performed under any other lease with Sublandlord or Sublandlord’s predecessor in interest of space in the Building and such default shall continue beyond any grace period set forth in such other lease for the remedying of such default or if Subtenant shall cause Sublandlord to be in default of its obligations by Tenant under the Prime Master Lease; or
10.1.3 if , which provisions of the Premises shall become abandoned (the Premises shall not be deemed abandoned if, notwithstanding that Subtenant shall have vacated the Premises, Subtenant shall continue to fulfill its obligations under this Sublease); or
10.1.4 if Subtenant’s interest or any portion thereof in this Sublease shall devolve upon or pass to any person, whether Master Lease are hereby incorporated herein by operation of law or otherwise, except as expressly permitted under Article 5 hereof; or
10.1.5 (a) if Subtenant shall commence or institute any case, proceeding or other action (i) seeking relief on its behalf as debtor, or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (ii) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property and same is not discontinued within thirty (30) days; orreference.
Appears in 1 contract
SUBTENANT’S DEFAULT. Each of the following events shall be an “Event of Default” hereunder:If
10.1.1 If (a) Subtenant shall default in fulfilling any ------------------- of the payment when due terms, conditions or agreements hereof, other than the covenants to pay Base Rent, Additional Rent, or other Rent, or of any installment of Base Rent the Primary Lease or Primary Sublease, both as herein incorporated, and such default shall continue not have been remedied (or proper corrective measures to cure such default commenced and after commencement diligently and continuously prosecuted in good faith) within ten (10) days after written notice from the Sublandlord, Sublandlord may give Subtenant three (3) days notice of its intention to end the term of this Sublease, and, at the end of said three (3) days, the term of this Sublease shall expire with the same effect as if that day were the date hereinabove set forth for the termination of the term hereof, but Subtenant shall remain liable to the extent provided under the environmental compliance provisions of Section 25 of the Primary Lease applicable to Subtenant as provided herein and for payment of the Rent, the entire unpaid amount of which shall thereupon become immediately due, together with costs of collection (including reasonable attorneys' fees) and interest thereon at the Interest Rate (as defined in the Primary Sublease), or (b) Subtenant shall fail to pay the Base Rent, any Additional Rent, or any other Rent as provided herein, then Sublandlord may, unless Subtenant shall have cured such default within three (3) business days after written notice of such default is given thereof from Sublandlord, in addition to Subtenant, exercising any other right or remedies available to Sublandlord hereunder or at law or in equity, exercise all of the payment when due remedies of any other item the Primary Landlord set forth in Section 17 of Rent and such default the Primary Lease applicable to the premises then leased by Sublandlord to Subtenant pursuant to this Sublease. Any repossession by Sublandlord in the exercise of Sublandlord's remedies shall continue for three not terminate Subtenant's obligations hereunder, absent a termination notice from Sublandlord. If this Sublease is terminated by Sublandlord pursuant to the foregoing provisions of this clause (3) business days after notice of such default is given to Subtenant, except that if Sublandlord shall have given one (1) such notice in any twelve (12) month periodb), Subtenant shall not be entitled remain liable to Sublandlord for (i) any further notice of its delinquency in Rent due prior to termination, and (ii) the payment of Rent until such time as twelve Rent, the entire unpaid amount of which shall thereupon become immediately due and payable, together with costs of collection (12including reasonable attorneys' fees) consecutive months shall have elapsed without Subtenant having defaulted in any such payment; or
10.1.2 if Subtenant shall default and interest thereon at the Interest Rate. Notwithstanding the foregoing, in the observance or performance of any term, covenant or condition on Subtenant’s part to be observed or performed under any other lease with event that Sublandlord or Sublandlord’s predecessor in interest of space in the Building and such default shall continue beyond any grace period set forth in such other lease finds a new subtenant for the remedying remainder of such default or if Subtenant shall cause Sublandlord to be in default the Term of its obligations under the Prime Lease; or
10.1.3 if the Premises shall become abandoned (the Premises shall not be deemed abandoned if, notwithstanding that Subtenant shall have vacated the PremisesSublease, Subtenant shall continue to fulfill its obligations be refunded any Rent it has otherwise paid in advance under this Sublease); or
10.1.4 if Subtenant’s interest or any portion thereof in this Sublease shall devolve upon or pass to any person, whether by operation of law or otherwise, except as expressly permitted under Article 5 hereof; or
10.1.5 (aSection 9(a) if Subtenant shall commence or institute any case, proceeding or other action (i) seeking relief on its behalf as debtor, or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (ii) seeking appointment b), to the extent that the new subtenant leases the Sublease Space for the remainder of a receiverthe Term; provided, trusteehowever, custodian or other that Sublandlord shall retain any reasonable amounts incurred by Sublandlord in reletting the Sublease Space including, without limitation, reasonable attorney's fees, brokerage fees, upfitting costs, and similar official for it or for all or any substantial part of its property and same is not discontinued within thirty (30) days; orexpenses.
Appears in 1 contract
Samples: Sublease (Trimeris Inc)
SUBTENANT’S DEFAULT. Each 14.1 Any one or more of the following events shall be an “Event of considered a "Default” hereunder" by Subtenant, as such term is used in this Sublease:
10.1.1 If 14.1.1 Subtenant shall default in be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Subtenant asking reorganization of Subtenant under the payment when due Federal bankruptcy laws as now or hereafter amended, or under the laws of any installment State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within thirty (30) days from the date of Base Rent the entry or granting thereof; or
14.1.2 Subtenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal Bankruptcy laws now or hereafter amended, or Subtenant shall institute any proceedings for relief of Subtenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, re-organization, arrangements, composition or extension; or
14.1.3 Subtenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Subtenant or any of the property of Subtenant; or
14.1.4 Subtenant shall admit in writing its inability to pay its debts as they become due; or
14.1.5 A decree or order appointing a receiver of the property of Subtenant shall be made and such default decree or order shall continue for three not have been vacated, stayed or set aside within fifteen (315) business days after notice from the date of such default is given to Subtenantentry or granting thereof; or
14.1.6 Subtenant shall vacate or abandon the Premises during the Term, other than with the consent of Sublandlord, or assign this Sublease or further sublet the Premises other than in the strict accordance with Section 8; or
14.1.7 Subtenant fails to make any payment when due of any other item of Rent as and such default shall continue for three (3) business days after notice of such default when the same is given to Subtenantdue and payable, except provided, however, that if Sublandlord shall have given one (1) such notice in any upon two occasions during every twelve (12) month periodmonths of the Term, Subtenant Tenant shall not be entitled to any further receive notice from Sublandlord of its delinquency in the payment of Rent until such time as twelve (12) consecutive months and Subtenant shall have elapsed without Subtenant having defaulted a three (3) day cure period from the date of delivery of such notice before Tenant is in any such paymentdefault; or
10.1.2 if 14.1.8 Subtenant shall default in the observance fails to secure insurance or performance to provide proper evidence of any term, covenant or condition on Subtenant’s part to be observed or performed under any other lease with Sublandlord or Sublandlord’s predecessor in interest of space in the Building and such default shall continue beyond any grace period insurance as set forth in such other lease for the remedying Section 7 of such default this Sublease or if Subtenant shall cause Sublandlord fails to be in default of its obligations under the Prime Lease; or
10.1.3 if keep the Premises shall become abandoned (or the Premises shall not be deemed abandoned if, notwithstanding that Subtenant shall have vacated the Premises, Subtenant shall continue to fulfill its obligations under this Sublease); or
10.1.4 if Subtenant’s interest or any portion thereof Building free of lien claims as set forth in Section 13 of this Sublease and either such failure continues for more than fifteen (15) days after written notice thereof to Subtenant, with such fifteen (15) days subject to extension by Sublandlord in the event Sublandlord agrees that more than fifteen (15) days are reasonably required to cure, and so long as Subtenant diligently pursues such cure, provided further than in no event shall devolve upon or pass to any person, whether by operation of law or otherwise, except as expressly permitted under Article 5 hereof; or
10.1.5 a cure period exceed sixty (a) if Subtenant shall commence or institute any case, proceeding or other action (i) seeking relief on its behalf as debtor, or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (ii) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property and same is not discontinued within thirty (3060) days; or
14.1.9 Subtenant, by its act or omission, causes an event or condition under the Master Lease which either is a default thereunder or, subject only to the delivery of any required notice or passage of any cure or grace period, would constitute a default thereunder; or
14.1.10 Subtenant fails to fulfill, keep, observe or perform any of the other covenants and obligations herein contained to be fulfilled, kept, observed and performed by Subtenant, and such failure continues for more than fifteen (15) days after notice thereof in writing to Subtenant.
14.2 Upon the occurrence of any one or more Default(s), Sublandlord may exercise any remedy against Subtenant which Master Landlord may exercise for default by Sublandlord under the Master Lease. Without limiting the generality of the foregoing, Sublandlord may exercise the damage remedies available under California Civil Code Sections 1951.2 and 1951.4 or any similar or successor statute which provides that a lessor may continue a lease in effect and recover damages as they become due.
Appears in 1 contract
Samples: Sublease (E Centives Inc)
SUBTENANT’S DEFAULT. Each 14.1 In lieu of the provisions of Section 19.1 (Events of Default) of the Master Lease, any one or more of following events shall be an considered a “Event of Default” hereunderby Subtenant, as such term is used in this Sublease:
10.1.1 If (a) Subtenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Subtenant asking reorganization of Subtenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or
(b) Subtenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal Bankruptcy laws now or hereafter amended, or Subtenant shall institute any proceedings for relief of Subtenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, re-organization, arrangements, composition or extension; or
(c) Subtenant shall make any assignment of this Sublease for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Subtenant or any of the property of Subtenant; or
(d) Subtenant shall admit in writing its inability to pay its debts as they become due; or
(e) The Premises are levied on by any revenue officer or similar officer, and such xxxx is not released within five (5) business days’ notice of the same; or
(f) A decree or order appointing a receiver of the property of Subtenant shall be made and such decree or order shall not have been vacated, stayed or set aside within thirty (30) days from the date of entry or granting thereof; or
(g) Subtenant shall vacate without payment of rent or abandon the Premises (as described in California Civil Code Section 1951.3) during the Sublease Term or assign this Sublease or further sublet the Premises other than in strict accordance with Section 8 of this Sublease; or
(h) Subtenant fails to make any payment of Rent required to be made by Subtenant as and when the same is due and such failure or delinquency continues for five (5) days following written notice from Sublandlord; or
(i) Subtenant fails to secure insurance or to provide proper evidence of insurance as set forth in Section 7 of this Sublease or fails to keep the Premises or the Building or the Master Landlord’s Project free of lien claims as set forth in Section 13 of this Sublease and either such failure continues for more than thirty (30) days after written notice thereof to Subtenant; or
(j) Subtenant, by its act or omission, causes an event or condition under the Master Lease which is a default, and fails to cure the same after receipt of written notice from Sublandlord, which notice may provide a time period for cure and shall permit Sublandlord to require cure within two-thirds the time permitted to Sublandlord to cure any default under the Master Lease and where reasonably practicable, except in the payment when due case of any installment of Base Rent and such default emergency, shall continue for provide not less than three (3) business days to cure; or
(k) Subtenant fails to fulfill, keep, observe or perform any of the other covenants and obligations herein contained to be fulfilled, kept, observed and performed by Subtenant, and such failure continues for more than thirty (30) days after notice of thereof in writing to Subtenant provided, however, if such default is given to Subtenant, or in of the payment when due of any other item of Rent and such default shall continue for three (3) business days after notice of such default is given to Subtenant, except that if Sublandlord shall have given one (1) such notice in any twelve (12) month period, Subtenant shall type which cannot reasonably be entitled to any further notice of its delinquency in the payment of Rent until such time as twelve (12) consecutive months shall have elapsed without Subtenant having defaulted in any such payment; or
10.1.2 if Subtenant shall default in the observance or performance of any term, covenant or condition on Subtenant’s part to be observed or performed under any other lease with Sublandlord or Sublandlord’s predecessor in interest of space in the Building and such default shall continue beyond any grace period set forth in such other lease for the remedying of such default or if Subtenant shall cause Sublandlord to be in default of its obligations under the Prime Lease; or
10.1.3 if the Premises shall become abandoned (the Premises shall not be deemed abandoned if, notwithstanding that Subtenant shall have vacated the Premises, Subtenant shall continue to fulfill its obligations under this Sublease); or
10.1.4 if Subtenant’s interest or any portion thereof in this Sublease shall devolve upon or pass to any person, whether by operation of law or otherwise, except as expressly permitted under Article 5 hereof; or
10.1.5 (a) if Subtenant shall commence or institute any case, proceeding or other action (i) seeking relief on its behalf as debtor, or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (ii) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property and same is not discontinued cured within thirty (30) days; or, then Tenant shall have such longer time as is reasonably necessary provided Tenant commences to cure within five (5) days after receipt of written notice from Landlord and diligently prosecutes such cure to completion.
14.2 Upon the occurrence of any one or more Default(s), Sublandlord may exercise any remedy against Subtenant which Master Landlord may exercise for default by Sublandlord under the Master Lease. Without limiting the generality of the foregoing, Sublandlord may exercise the damage remedies available under California Civil Code Sections 1951.2 and 1951.4 or any similar or successor statute which provides that a lessor may continue a lease in effect and recover damages as they become due.
14.3 In addition to the late charge described in Section 4.5 above, any Rent or other amounts owing hereunder which are not paid within five (5) business days after the date they are due shall bear interest from the date when due until paid at the Interest Rate. For purposes of this Sublease, the “Interest Rate” shall be an annual rate equal to the lesser of: (i) the annual “Bank Prime Loan” rate cited in the Federal Reserve Statistical Release Publication H.15 (519), published weekly (or such other comparable index as Sublandlord and Subtenant shall reasonably agree upon if such rate ceases to be published), plus five (5) percent, or (ii) the highest rate permitted by applicable law.
Appears in 1 contract
Samples: Sublease (Biomea Fusion, Inc.)
SUBTENANT’S DEFAULT. Each 15.1 Any one or more of the following events shall be an “Event of considered a "Default” hereunder" by Subtenant, as such terms are used in this Sublease:
10.1.1 If 15.1.1 Subtenant shall default in be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Subtenant asking reorganization of Subtenant under the payment when due Federal bankruptcy laws as now or hereafter amended, or under the laws of any installment of Base Rent state, shall be entered, and any such default shall continue for three (3) business days after notice of such default is given to Subtenant, decree or in the payment when due of any other item of Rent and such default shall continue for three (3) business days after notice of such default is given to Subtenant, except that if Sublandlord shall have given one (1) such notice in any twelve (12) month period, Subtenant judgment or order shall not be entitled to any further notice have been vacated or stayed or set aside within sixty (60) days from the date of its delinquency in the payment of Rent until such time as twelve (12) consecutive months shall have elapsed without Subtenant having defaulted in any such paymententry or granting thereof; or
10.1.2 if 15.1.2 Subtenant shall default file, or admit the jurisdiction of the court and the material allegations contained in, any petition in the observance bankruptcy, or performance of any term, covenant petition pursuant or condition on Subtenant’s part purporting to be observed pursuant to the Federal Bankruptcy laws now or performed hereafter amended, or Subtenant shall institute any proceedings for relief of Subtenant under any other lease with Sublandlord bankruptcy or Sublandlord’s predecessor in interest of space in the Building and such default shall continue beyond any grace period set forth in such other lease for the remedying of such default or if Subtenant shall cause Sublandlord to be in default of its obligations under the Prime Lease; or
10.1.3 if the Premises shall become abandoned (the Premises shall not be deemed abandoned if, notwithstanding that Subtenant shall have vacated the Premises, Subtenant shall continue to fulfill its obligations under this Sublease); or
10.1.4 if Subtenant’s interest insolvency laws or any portion thereof in this Sublease shall devolve upon or pass to any person, whether by operation of law or otherwise, except as expressly permitted under Article 5 hereof; or
10.1.5 (a) if Subtenant shall commence or institute any case, proceeding or other action (i) seeking relief on its behalf as debtor, or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, laws relating to bankruptcy, insolvency, reorganization or the relief of debtors, readjustment of indebtedness, re-organization, arrangements, composition or (ii) seeking extension; or
15.1.3 Subtenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver, trustee, custodian or other similar official receiver for it or for all Subtenant or any substantial part of the property of Subtenant; or
15.1.4 Subtenant shall admit in writing its inability to pay its debts as they become due; or
15.1.5 The Sublease Premises are levied on by any revenue officer or similar officer, or
15.1.6 A decree or order appointing a receiver of the property of Subtenant shall be made and same is such decree or order shall not discontinued have been vacated, stayed or set aside within thirty (30) daysdays from the date of entry or granting thereof; or
15.1.7 Subtenant shall vacate or abandon the Sublease Premises during the Sublease Term or assign this Sublease or further sublet of the Sublease Premises other than in strict accordance with Section 8; or
15.1.8 Subtenant fails to make any payment of Rent required to be made by Subtenant as and when the same is due; or
15.1.9 Subtenant fails to secure insurance or to provide proper evidence of insurance as set forth in Section 8 of this Sublease or fails to keep the Sublease Premises or the Building free of lien claims as set forth in Section 14 of this Sublease and either such failure continues for more than three (3) days after written notice thereof to Subtenant; or
15.1.10 Subtenant, by its act or omission, causes an event or condition under the Master Lease which either is a default thereunder or, subject only to the delivery of any required notice or passage of any cure or grace period, would constitute a default thereunder; or
15.1.11 Subtenant fails to fulfill, keep, observe or perform any of the other covenants and obligations herein contained to be fulfilled, kept, observed and performed by Subtenant, and such failure continues for more than fifteen (15) days after notice thereof in writing to Subtenant.
15.2 Upon the occurrence of any one or more Defaults, Sublandlord may exercise any remedy against, and recover such amounts from, Subtenant as Master Landlord may exercise or be entitled to for default by Tenant under the Master Lease, which provisions of the Master Lease are hereby incorporated herein by reference.
Appears in 1 contract
Samples: Consent to Sublease (Aquantive Inc)
SUBTENANT’S DEFAULT. Each 14.1 Any one or more of the following events shall be an considered a “Event of Default” hereunder:
10.1.1 If by Subtenant, as such term is used in this Sublease: • Subtenant shall default in the fails to make any payment when due of any installment of Base Rent and such default shall continue for required to be made by Subtenant within three (3) business days following notice from Sublandlord that the same is past due; • Subtenant fails to fulfill, keep, observe or perform any of the other covenants and obligations herein contained to be fulfilled, kept, observed and performed by Subtenant, and such failure continues for more than twenty (20) days after notice thereof in writing to Subtenant; provided, however, in the event Subtenant shall reasonably require in excess of twenty (20) days to cure such default, then Subtenant shall have such additional time (not to exceed sixty (60) days) to cure, provided that Subtenant shall have commenced to cure within such twenty (20)-day period, and thereafter diligently prosecutes the same to completion.; or • The breach of the same rule under the Rules and Regulations, on more than (3) occasions, following written notice from Sublandlord on each occasion; or • Subtenant shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Subtenant asking reorganization of Subtenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any State, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof; or • Subtenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal Bankruptcy laws now or hereafter amended, or Subtenant shall institute any proceedings for relief of Subtenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, re-organization, arrangements, composition or extension; or • Subtenant shall (i) abandon the Sublease Premises during the Term for a continuous period in excess of five (5) consecutive business days and Subtenant is during that time in Default of its other obligations under this Sublease (Subtenant waives any right to notice Subtenant may have under Section 1951.3 of the Civil Code of the State of California, the terms of this Section 14.1 being deemed such notice to Subtenant as required by said Section 1951.3) or (ii) assign this Sublease or further sublet the Sublease Premises other than in strict accordance with Section 8 of this Sublease; or • Subtenant fails to secure insurance or to provide proper evidence of insurance as set forth in Section 7 of this Sublease and does not cure such failure within five (5) business days following notice from Sublandlord or fails to keep the Sublease Premises or the Building free of lien claims as set forth in Section 13 of this Sublease where such failure is not cured within ten (10) business days following receipt of notice or actual knowledge of the imposition of any such lien; or • Subtenant, by its act or omission, causes an event or condition under the Master Lease which either is a default thereunder, or subject only to the delivery of any required notice or passage of any cure or grace period, would constitute a default thereunder, and such default is not cured within the greater of (a) five (5) days less than any period allowed under the Master Lease (provided that where notice from Master Landlord is required and given under the Master Lease, Sublandlord agrees to use good faith efforts to provide as quickly as reasonably practicable a copy of any such notice to Subtenant), or in the payment when due of any other item of Rent and such default shall continue for (b) three (3) business days after from Sublandlord's written notice of such default is given to Subtenant.
14.2 Upon the occurrence of any one or more Default(s), except Sublandlord may exercise any remedy against Subtenant which Master Landlord may exercise for default by Sublandlord under the Master Lease or under applicable law. Without limiting the generality of the foregoing, Sublandlord may exercise the damage remedies available under any applicable law, including without limiting the foregoing, California Civil Code Sections 1951.2 and 1951.4 or any similar or successor statute which provides that if a lessor may continue a lease in effect and recover damages as they become due. Subtenant expressly acknowledges and agrees that the restrictions on assignment and sub-subletting imposed by this Sublease are reasonable for purposes of California Civil Code Section 1951.4 and any successor or similar statute.
14.3 If Sublandlord shall have given one provides Subtenant with written notice of Subtenant's failure to comply with any specific provision of this Sublease on three (13) such notice in separate occasions during any twelve (12) month period, Subtenant Subtenant's subsequent violation of such provision shall, at Sublandlord's option, be an incurable Default by Subtenant. All notices sent under this Article shall be in satisfaction of, and not be entitled to any further in addition to, notice of its delinquency in the payment of Rent until such time as twelve (12) consecutive months shall have elapsed without Subtenant having defaulted in any such payment; orrequired by law.
10.1.2 if 14.4 If Subtenant shall default in the observance or performance of any term, term or covenant or condition of this Sublease on Subtenant’s 's part to be observed or performed under any other lease with Sublandlord performed, and if such default has not been cured following five (5) business days notice to Subtenant (or Sublandlord’s predecessor in interest of space such shorter time in the Building and such default shall continue beyond any grace period set forth event of an emergency or otherwise specified in such other lease for the remedying of such default or if Subtenant shall cause this Sublease), then Sublandlord to be in default of its obligations under the Prime Lease; or
10.1.3 if the Premises shall become abandoned may (the Premises but shall not be deemed abandoned ifobligated to), notwithstanding that Subtenant shall have vacated immediately or at any time thereafter, perform the Premisessame for the account of Subtenant. If Sublandlord makes any expenditure or incurs any obligation for the payment of money in connection therewith (including, Subtenant shall continue to fulfill its without limitation, reasonable attorneys fees and disbursements,), then such sums paid, or obligations under this Sublease); or
10.1.4 if Subtenant’s incurred, together with interest or any portion thereof in this Sublease shall devolve upon or pass to any person, whether by operation thereon at the lesser of law or otherwise, except as expressly permitted under Article 5 hereof; or
10.1.5 (a) if Subtenant shall commence or institute any case, proceeding or other action (i) seeking relief on its behalf as debtor, or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, [***] or (ii) seeking appointment the maximum rate allowable under Law from the date of a receiverthe expenditure until repaid (the “Interest Rate”), trustee, custodian or other similar official for it or for all or shall be deemed to be Other Charges under this Sublease and shall be paid by Subtenant to Sublandlord within five (5) days after Sublandlord's demand therefor. Subtenant hereby expressly waives its rights under any substantial part statute to make repairs at the expense of its property and same is not discontinued within thirty (30) days; orSublandlord.
Appears in 1 contract
Samples: Sublease (Senti Biosciences, Inc.)
SUBTENANT’S DEFAULT. Each Any one or more of the following events shall be an considered a “Event of Default” hereunderby Subtenant, as such terms are used in this Sublease:
10.1.1 If (a) Subtenant shall default be a debtor in a bankruptcy case, whether voluntary or involuntary, or a decree or order approving, as properly filed, a petition or answer filed against Subtenant asking reorganization of Subtenant under the Federal bankruptcy laws as now or hereafter amended, or under the laws of any state, shall be entered, and if such filing was involuntary, then any such decree or judgment or order shall not have been vacated or stayed or set aside within sixty (60) days from the date of the entry or granting thereof (there being no cure periods for voluntary filings); or
(b) Subtenant shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the Federal Bankruptcy laws now or hereafter amended, or Subtenant shall institute any proceedings for relief of Subtenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, re-organization, arrangements, composition or extension; or
(c) Subtenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Subtenant or any of the property of Subtenant; or
(d) Subtenant shall admit in writing its inability to pay its debts as they become due; or
(e) The Sublease Premises are levied on by any revenue officer or similar officer; or
(f) A decree or order appointing a receiver of the property of Subtenant shall be made and such decree or order shall not have been vacated, stayed or set aside within thirty (30) days from the date of entry or granting thereof; or
(g) Subtenant shall Transfer this Sublease or Subtenant’s interest in the Sublease Premises, or any portion thereof, other than in strict accordance with Section 11 of this Sublease; or
(h) Subtenant fails to make any payment when due of any installment of Base Rent and such default shall continue for required to be made by Subtenant within three (3) business days of the date the same is due; or
(i) Subtenant fails to secure insurance or to provide proper evidence of insurance as set forth in Section 10 of this Sublease, and such failure continues for more than five (5) business days after written notice of such default is given thereof to Subtenant, or fails to keep the Sublease Premises or the Building free of lien claims as set forth in Section 19 of this Sublease, and such failure continues for more than five (5) business days after written notice thereof to Subtenant; or
(j) Subtenant fails to fulfill, keep, observe or perform any of the payment when due other covenants and obligations herein contained to be fulfilled, kept, observed and performed by Subtenant, and such failure continues for more than twenty (20) days after notice thereof in writing to Subtenant, except that if such failure cannot reasonably be cured within that twenty (20)-day period, then if Subtenant fails to commence to cure its failure to perform within twenty (20) days after notice thereof in writing to Subtenant and thereafter diligently prosecutes the cure to completion.
(k) Upon the occurrence of any other item one or more Defaults, Sublandlord may exercise any remedy against, and recover such amounts from, Subtenant as Master Landlord may exercise or be entitled to for default by Tenant under the Master Lease, which provisions of Rent the Master Lease are hereby incorporated herein by reference; provided, however, that for Defaults pursuant to Section 20(h) Sublandlord shall not enforce its remedies under this Section 20 (but may still collect Late Fees and Default Interest pursuant to Section 6) unless Subtenant fails to cure such default shall continue for Default within three (3) business days after from receipt of written notice thereof from Sublandlord.
(l) If this Sublease terminates prior to its expiration date as a result of such default is given to Subtenant, except that if Sublandlord shall have given one (1) such notice in any twelve (12) month period’s Default, Subtenant shall not be entitled to any further notice of its delinquency decommission the Sublease Premises in the payment of Rent until such time as twelve (12) consecutive months shall have elapsed without Subtenant having defaulted in any such payment; or
10.1.2 if Subtenant shall default in the observance or performance of any term, covenant or condition on Subtenant’s part to be observed or performed under any other lease accordance with Sublandlord or Sublandlord’s predecessor standards and surrender the Sublease Premises to Sublandlord in interest of space in the Building and such default shall continue beyond any grace period accordance with all other requirements set forth in such other lease for the remedying of such default or if Subtenant shall cause Sublandlord to be in default of its obligations under the Prime Lease; or
10.1.3 if the Premises shall become abandoned (the Premises shall not be deemed abandoned if, notwithstanding that Subtenant shall have vacated the Premises, Subtenant shall continue to fulfill its obligations under this Sublease); or
10.1.4 if Subtenant’s interest or any portion thereof in this Sublease shall devolve upon or pass to any person, whether by operation of law or otherwise, except as expressly permitted under Article 5 hereof; or
10.1.5 (a) if Subtenant shall commence or institute any case, proceeding or other action (i) seeking relief on its behalf as debtor, or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (ii) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property and same is not discontinued within thirty (30) days; or.
Appears in 1 contract
Samples: Sublease (Dendreon Corp)
