Common use of Termination and Default Clause in Contracts

Termination and Default. Tenant shall surrender and deliver up the Demised Premises at the end of the Sub-Lease term, or any extensions thereto, in as good order and condition as at the Commencement Date or may be put by Landlord, reasonable use and natural wear and tear or unavoidable casualty excepted. Tenant shall at such time, upon Landlord's request, remove at its own expense any internal or external walls, partitions, signs, fixtures, improvements or other items placed in or on or installed or constructed in the Demised Premises by Tenant or installed by Landlord at Tenant's request or expense. If Tenant shall fail to pay when due any installment of any rental or other sums of money payable to Landlord (time being of the essence and no notice of default being required) or in the event Tenant shall breach or fail to comply with any other provision, covenant, condition or undertaking of this Sub-Lease on its part to be performed, and such default shall continue without correction for a period of 10 days after written notice thereof is given to Tenant by Landlord (time being of the essence), or if Tenant vacates or abandons the Demised Premises, or if Tenant fails to continuously occupy and operate the Demised Premises as herein required, or if Tenant is adjudged bankrupt or insolvent or makes an assignment for the benefit of creditors, defaults under Tenant financing, or if a receiver is appointed to take charge of Tenant's business, or if any execution or attachment is issued against Tenant whereupon the Demised Premises or any fixtures thereon are taken or attempted to be taken and the same is not released within 10 days after demand from Landlord, then Landlord will be entitled, at Landlord's sole option (time being of the essence of all such conditions) to enter and take immediate and exclusive possession of the Demised Premises and all fixtures therein, with or without force of legal process, and without notice or demand, and to expel Tenant and all persons claiming through or under Tenant. In case of such default by Tenant, Landlord shall also have the option to terminate and cancel this Sub-Lease effective upon written notice to Tenant, whereupon any and all covenants, conditions and obligations of Landlord under this Sub-Lease will cease and terminate. Tenant agrees that notwithstanding the occurrence of any such event giving Landlord the right of re-entry as aforesaid, and whether or not Landlord has re-entered the Demised Premises or gained possession thereof, and whether or not Landlord has relet the Demised Premises in whole or in part, Landlord will not be deemed to have accepted the surrender of the Demised Premises or of this Sub-Lease and Tenant will immediately pay to Landlord in one lump sum all rents reserved to Landlord for the entire remaining Sub-Lease term and Tenant will also remain liable for the performance of all other covenants, conditions or undertakings of Tenant and the payment of all other sums during the full period which otherwise would have constituted the term of the Sub-Lease, including damages for failure to perform any of the same or for any loss of rents or damages which Landlord may then or thereafter suffer through the period of said entire term. Landlord will have the right at any time after exercising any option given to Landlord in this paragraph to exercise thereafter any other option hereunder or such legal rights as Landlord would have in the absence of such options. If Landlord does not elect to terminate and cancel this Sub-Lease on account of Tenant's breach, Landlord agrees to use reasonable diligence to relet said Demised Premises upon the best terms fairly obtainable at the time of such reletting, consistent with the character of the Demised Premises, and the obligation of Tenant for damages hereunder will be mitigated thereby to the extent of the net rents when actually received from such reletting, after deduction for all expenses of Landlord, including, without limitation, expenses attributable to alterations and repairs Landlord deems advisable to relet the Demised Premises and all reasonable attorneys' fees.

Termination and Default. Tenant (a) If Purchaser breaches or fails to perform any provision of this Contract, such breach or failure shall surrender be an event of default (each a “Purchaser’s Default”). Following the occurrence of a Purchaser’s Default, Seller shall deliver written notice to Purchaser of a Purchaser’s Default allowing Purchaser seven days to cure such default. If a Purchaser’s Default is not cured within said seven-day period, Seller shall be entitled, as Seller’s sole and deliver up the Demised Premises at the end of the Sub-Lease termexclusive remedy under this Contract, to either: (1) terminate this Contract, or any extensions thereto(2) enforce specific performance of this Contract against Purchaser. A termination of this Contract by Seller as provided in this Section 2.5(a) is a Permitted Termination. (b) If the Unit shall not be constructed and Available to Purchaser for Occupancy within 24 months after the date Purchaser executes this Contract, in as good order and condition as at the Commencement Date subject to delays resulting from Force Majeure or may a Purchaser’s Default (“Seller’s Unconditional Obligations”) such failure shall be put by Landlord, reasonable use and natural wear and tear or unavoidable casualty excepted. Tenant shall at such time, upon Landlord's request, remove at its own expense any internal or external walls, partitions, signs, fixtures, improvements or other items placed in or on or installed or constructed in the Demised Premises by Tenant or installed by Landlord at Tenant's request or expensean event of default (“Seller’s Unconditional Obligation Default”). If Tenant Seller shall fail to pay when due perform any installment of any rental or obligation other sums of money payable to Landlord than Seller’s Unconditional Obligations (time being of the essence and no notice “Seller’s Other Obligations”) under this Contract, such failure shall be an event of default being required(“Seller’s Other Obligation Default”). Following the occurrence of a Seller’s Unconditional Obligation Default Purchaser shall be entitled to either: (1) enforce all rights and remedies available at law or in the event Tenant shall breach or fail to comply with any other provisionequity, covenant, condition or undertaking including specific performance of this Sub-Lease on its part to be performedContract, and such default shall continue without correction for a period of 10 days after written notice thereof is given to Tenant by Landlord (time being of the essence)against Seller, or if Tenant vacates or abandons (2) terminate this Contract. Following the Demised Premisesoccurrence of a Seller’s Other Obligation Default, or if Tenant fails to continuously occupy and operate the Demised Premises as herein required, or if Tenant is adjudged bankrupt or insolvent or makes an assignment for the benefit of creditors, defaults under Tenant financing, or if a receiver is appointed to take charge of Tenant's business, or if any execution or attachment is issued against Tenant whereupon the Demised Premises or any fixtures thereon are taken or attempted to be taken and the same is not released within 10 days after demand from Landlord, then Landlord will be entitled, at Landlord's sole option (time being of the essence of all such conditions) to enter and take immediate and exclusive possession of the Demised Premises and all fixtures therein, with or without force of legal process, and without notice or demand, and to expel Tenant and all persons claiming through or under Tenant. In case of such default by Tenant, Landlord Purchaser shall also have the option to terminate and cancel this Sub-Lease effective upon deliver written notice to TenantSeller allowing Seller seven days to cure such default. If Seller’s Other Obligation Default is not cured within said seven day period Purchaser shall, whereupon any as Purchaser’s sole and all covenantsexclusive remedy, conditions and obligations be entitled to either (i) enforce specific performance of Landlord under this Sub-Lease will cease and terminateContract against Seller, or (ii) terminate this Contract. Tenant agrees that notwithstanding If Purchaser has not filed suit against Seller for specific performance of this Contract within 30 days following the occurrence expiration of any such event giving Landlord the right of re-entry cure period for Seller’s Other Obligation Default as aforesaidspecified in this Section 2.5(b), and whether or not Landlord has re-entered the Demised Premises or gained possession thereof, and whether or not Landlord has relet the Demised Premises in whole or in part, Landlord will not Purchaser shall be deemed to have accepted elected the surrender remedy to terminate this Contract, and such termination is a Permitted Termination. (c) If a Permitted Termination occurs under Section 2.5(a) or 2.5(b) of this Contract, the terminating party shall notify the non-terminating party and the Title Company in writing of the Demised Premises Permitted Termination, the terminating party shall receive the Xxxxxxx Money Deposit as liquidated damages as it’s sole and exclusive remedy under this Contract, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Sub-Lease Contract that expressly survive termination. If Seller or Purchaser elects a Permitted Termination under Section 2.5(a) or 2.5(b) of this Contract and Tenant will immediately pay receipt of the Xxxxxxx Money Deposit as Seller’s or Purchaser’s sole remedy under this Contract, Seller and Purchaser agree that the damages incurred by Seller or Purchaser from a default, pursuant to Landlord which a Permitted Termination occurs, are difficult to ascertain, and that the Xxxxxxx Money Deposit represents a fair and reasonable estimate of those damages. The receipt by Seller or Purchaser of the Xxxxxxx Money Deposit is not intended by Seller or Purchaser as a penalty. The liquidated damages specified in one lump sum all rents reserved to Landlord for the entire remaining Sub-Lease term and Tenant will also remain liable for the performance this Section 2.5(c) shall be retained by Seller or Purchaser, as applicable, in lieu of all other covenantsdamages, conditions claims and remedies to which Seller or undertakings Purchaser may be entitled pursuant to a Permitted Termination under this Contract. If a Permitted Termination occurs under Section 2.3(d) or 4.2 of Tenant this Contract, the Xxxxxxx Money Deposit shall be received by the Purchaser, and neither Seller nor Purchaser shall have any further rights or obligations under this Contract, except pursuant to provisions of this Contract that expressly survive termination. This Section 2.5(c) shall survive the payment termination of all other sums during this Contract. (d) If either Purchaser or Seller becomes entitled to the full period which otherwise would have constituted Xxxxxxx Money Deposit upon a Permitted Termination, the term Title Company shall disburse the Xxxxxxx Money Deposit to the party entitled thereto. Any party who wrongfully fails or refuses to sign a release acceptable to the Title Company with 7 days of receipt of the Sub-Leaserequest will be liable to the other party for liquidated damages in an amount equal to the sum of: (i) three times the amount of the Xxxxxxx Money Deposit; (ii) the Xxxxxxx Money Deposit; (iii) reasonable attorney's fees; and (iv) all costs of suit. This Section 2.5(d) shall survive the termination of this Contract. (e) Notwithstanding anything contained in this Contract to the contrary, it is understood and agreed that Seller shall not be responsible or liable to Purchaser for any costs, expenses or damages suffered or incurred by Purchaser as a result of (1) a Seller’s Other Obligation Default, (2) any delay caused by Purchaser, or (3) any delay due to the occurrence of an event of Force Majeure, including damages for failure to perform any costs and expenses incurred by Purchaser in obtaining alternate accommodations pending the Closing. This Section 2.5 (e) shall survive the termination of the same or for any loss of rents or damages which Landlord may then or thereafter suffer through the period of said entire term. Landlord will have the right at any time after exercising any option given to Landlord in this paragraph to exercise thereafter any other option hereunder or such legal rights as Landlord would have in the absence of such options. If Landlord does not elect to terminate and cancel this Sub-Lease on account of Tenant's breach, Landlord agrees to use reasonable diligence to relet said Demised Premises upon the best terms fairly obtainable at the time of such reletting, consistent with the character of the Demised Premises, and the obligation of Tenant for damages hereunder will be mitigated thereby to the extent of the net rents when actually received from such reletting, after deduction for all expenses of Landlord, including, without limitation, expenses attributable to alterations and repairs Landlord deems advisable to relet the Demised Premises and all reasonable attorneys' feesContract.

Termination and Default. Tenant shall surrender and deliver up the Demised Premises at the end If any member of the Sub-Lease term, Crown Group breaches this Agreement or any extensions theretowarranty, representation or covenant contained in this Agreement, Cott may notify Crown in writing outlining the details of such breach. A failure by Cott to notify Crown is not a waiver by Cott of any such breach or of any rights and remedies available to Cott as a result of such breach. If the breach is not remedied by Crown Group within thirty (30) days from the date of written notification to remedy the breach, or, if the breach cannot reasonably be remedied within thirty (30) days, if substantial steps to commence a cure are not initiated within such thirty (30) day period, then Cott may, in as good order and condition as at the Commencement Date addition to all of its other rights or remedies, terminate this Agreement by providing written notification thereof to Crown. In addition, this Agreement may be put terminated by Landlord, reasonable use either party upon the occurrence and natural wear and tear or unavoidable casualty excepted. Tenant shall at such time, upon Landlord's request, remove at its own expense any internal or external walls, partitions, signs, fixtures, improvements or other items placed in or on or installed or constructed in the Demised Premises by Tenant or installed by Landlord at Tenant's request or expense. If Tenant shall fail to pay when due any installment continuance of any rental or other sums of money payable to Landlord (time being of the essence and no notice of default being required) or in the event Tenant shall breach or fail to comply with any other provisionfollowing, covenant, condition or undertaking of this Sub-Lease on its part such termination to be performed, and such default shall continue without correction for effective immediately upon delivery of a period of 10 days after written notice thereof is given to Tenant the other party: (a) If a petition in bankruptcy or under a similar applicable law shall be filed by Landlord (time being of or consented to by the essence)other party, or if Tenant vacates the other party makes a proposal to its creditors or abandons seeks the Demised Premisesappointment of a trustee, receiver, liquidator, custodian or if Tenant fails to continuously occupy and operate the Demised Premises as herein required, other similar official for its business or if Tenant is adjudged bankrupt or insolvent assets or makes an assignment for the benefit of its creditors; *** Indicates a portion of the exhibit has been omitted based on a request for confidential treatment submitted to the Securities and Exchange Commission. The omitted portions have been filed separately with the Commission. (b) If the other party becomes insolvent or ceases to carry on business, defaults or takes action to liquidate assets, or stops making payments in the usual course of business; (c) If a petition in bankruptcy or under Tenant financinga similar law shall be filed against the other party and shall remain undismissed or unstayed for a period of thirty (30) days; or (d) If the other party’s business or assets shall be placed in the hands of a trustee, receiver, liquidator, custodian or other similar official by any court, governmental or public authority or agency having jurisdiction, or if a receiver is appointed to take charge an order shall be made or resolution passed for the winding-up or the liquidation of Tenant's business, the other party or if the other party adopts or takes any execution corporate proceedings for its dissolution or attachment liquidation (other than as part of a bona fide corporate reorganization). Time is issued against Tenant whereupon the Demised Premises or any fixtures thereon are taken or attempted to be taken and the same is not released within 10 days after demand from Landlord, then Landlord will be entitled, at Landlord's sole option (time being of the essence in the cure of all such conditions) to enter and take immediate and exclusive possession any default under this Section. If this Agreement terminates for any reason, Cott shall purchase under the terms hereof, any existing inventory of the Demised Premises and all fixtures therein, finished Products produced by Suppliers in accordance with or without force of legal processmutually agreed inventory requirements, and without notice or demandcolor tabs and ends, and to expel Tenant and all persons claiming through or under Tenant. In case of such default by Tenant, Landlord shall also have the option to terminate and cancel this Sub-Lease effective upon written notice to Tenant, whereupon any and all covenants, conditions and obligations of Landlord under this Sub-Lease will cease and terminate. Tenant agrees that notwithstanding the occurrence of for their entire order quantity if any such event giving Landlord the right of reorder is for non-entry as aforesaid, and whether or not Landlord has re-entered the Demised Premises or gained possession thereof, and whether or not Landlord has relet the Demised Premises in whole or in part, Landlord will not be deemed to have accepted the surrender of the Demised Premises or of this Sub-Lease and Tenant will immediately pay to Landlord in one lump sum all rents reserved to Landlord for the entire remaining Sub-Lease term and Tenant will also remain liable for the performance of all other covenants, conditions or undertakings of Tenant and the payment of all other sums during the full period which otherwise would have constituted the term of the Sub-Lease, including damages for failure to perform any of the same or for any loss of rents or damages which Landlord may then or thereafter suffer through the period of said entire term. Landlord will have the right at any time after exercising any option given to Landlord in this paragraph to exercise thereafter any other option hereunder or such legal rights as Landlord would have in the absence of such options. If Landlord does not elect to terminate and cancel this Sub-Lease on account of Tenant's breach, Landlord agrees to use reasonable diligence to relet said Demised Premises upon the best terms fairly obtainable at the time of such reletting, consistent with the character of the Demised Premises, and the obligation of Tenant for damages hereunder will be mitigated thereby to the extent of the net rents when actually received from such reletting, after deduction for all expenses of Landlord, including, without limitation, expenses attributable to alterations and repairs Landlord deems advisable to relet the Demised Premises and all reasonable attorneys' feesstock items.

Termination and Default. Tenant shall surrender and deliver up In the Demised Premises at the end of the Sub-Lease term, or event (i) Lessee fails to make any extensions thereto, in as good order and condition as at the Commencement Date or may be put by Landlord, reasonable use and natural wear and tear or unavoidable casualty excepted. Tenant shall at such time, upon Landlord's request, remove at its own expense any internal or external walls, partitions, signs, fixtures, improvements or other items placed in or on or installed or constructed in the Demised Premises by Tenant or installed by Landlord at Tenant's request or expense. If Tenant shall fail monetary payments payable to pay Lessor hereunder when due any installment of any rental or other sums of money payable to Landlord (time being of the essence and no notice of default being required) or in the event Tenant shall breach or fail to comply with any other provision, covenant, condition or undertaking of this Sub-Lease on its part to be performed, and such default shall continue without correction failure continues for a period of 10 five (5) days after written notice thereof is of the same was given to Tenant by Landlord Lessee or (ii) Lessee fails to keep and perform any covenant, agreement and stipulation herein on the part of Lessee to be kept and performed and such condition, other than for non-payment of money (for which the time being of the essenceto cure is provided above), shall continue after thirty (30) days (plus such additional time necessary to make good or if Tenant vacates correct such condition so long as Lessee is proceeding with due diligence to make good or abandons correct such condition, which additional time shall cease upon Lessee ceasing to correct or make good such condition) notice, in writing, from Lessor to Lessee to make good or correct such condition then (in addition to and as an alternative to all other legal remedies), Lessor shall have the Demised Premises, or if Tenant fails right either (a) to continuously occupy terminate this Lease and operate the Demised Premises as herein required, or if Tenant is adjudged bankrupt or insolvent or makes an assignment for the benefit Lessee’s right to possession of creditors, defaults under Tenant financing, or if a receiver is appointed to take charge of Tenant's business, or if any execution or attachment is issued against Tenant whereupon the Demised Premises or any fixtures thereon are taken or attempted to be taken and the same is not released within 10 days after demand from Landlord, then Landlord will be entitled, at Landlord's sole option (time being of the essence of all such conditionsb) to enter and take immediate and exclusive terminate only Lessee’s right to possession of the Demised Premises and all fixtures thereinin either such event Lessor shall have the right to re-enter and/or repossess the Demised Premises, with either by force, summary proceeding, surrender or without force of legal processotherwise, and without notice dispose and remove therefrom the Lessee, or demandother occupants thereof, and to expel Tenant their effects, and alter the locks and other security devices at the Demised Premises, all persons claiming through without being liable for any prosecution or under Tenantdamages therefor. In case of either event the Lessor shall be entitled to recover from the Lessee, in addition to the rent, all expenses incurred in connection with such default by Tenantdefault, Landlord shall also have the option to terminate including repossession costs, legal expenses and cancel this Sub-Lease effective upon written notice to Tenant, whereupon any and all covenants, conditions and obligations of Landlord under this Sub-Lease will cease and terminate. Tenant agrees that notwithstanding the occurrence of any such event giving Landlord the right of re-entry as aforesaid, and attorneys’ fees (whether or not Landlord has re-entered suit is filed) in addition to all expenses incurred in connection with efforts to relet the Demised Premises or gained possession thereofproperty, including cleaning, altering, advertising and brokerage commissions, and all such expenses shall be reimbursed by Lessee as additional rent, whether or not Landlord such default is subsequently cured. After Lessor has relet the Demised Premises in whole or in part, Landlord will not be deemed to have accepted the surrender of the Demised Premises or of this Sub-Lease and Tenant will immediately pay to Landlord in one lump sum all rents reserved to Landlord for the entire remaining Sub-Lease term and Tenant will also remain liable for the performance of all other covenants, conditions or undertakings of Tenant and the payment of all other sums during the full period which otherwise would have constituted the term of the Sub-Lease, including damages for failure to perform any of the same or for any loss of rents or damages which Landlord may then or thereafter suffer through the period of said entire term. Landlord will have the right at any time after exercising any option given to Landlord in this paragraph to exercise thereafter any other option hereunder or such legal rights as Landlord would have in the absence of such options. If Landlord does not elect to terminate and cancel this Sub-Lease on account of Tenant's breach, Landlord agrees to use reasonable diligence to relet said Demised Premises upon the best terms fairly obtainable at the time of such reletting, consistent with the character regained possession of the Demised Premises, and the obligation of Tenant for damages hereunder will be mitigated thereby to the extent of the net rents when actually received from such reletting, after deduction for all expenses of Landlord, including, without limitation, expenses attributable to alterations and repairs Landlord deems advisable Lessor shall use its best efforts to relet the Demised Premises and mitigate Lessee’s damages. Except as herein provided, Lessee waives demand for rent, demand for possession, notice of forfeiture, notice of termination and any and all reasonable attorneys' feesother demands or notices required by law. Notwithstanding the foregoing, if Lessee fails to pay a monetary amount payable to Lessor as provided in this Lease and is also in default with respect to any other of Lessee’s obligations hereunder for which Lessee has received notice or notices of default, Lessee’s right to cure all defaults specified in such notice(s) will cease ten (10) days after Lessee’s failure to timely pay money when due. Provided, further, however, if the monetary payment default is timely cured, then the time limits specified in this Article with respect to curing all other defaults, less than ten (10) days, shall go into effect. Lessee and Lessor expressly agree, as part of the consideration for this Lease, that the procedure specified in this Article with respect to implementing a forfeiture and/or termination of this Lease shall be in lieu of the common law and/or statutory requirements. Lessee and Lessor agree that the notice of monetary payment default can be sent by Lessor five (5) or more days after money was to be paid and that if the money is not paid pursuant to the provisions of this Article, Lessor may, at Lessor’s option, exercise the rights and remedies provided herein.

Termination and Default. Either party may terminate this lease without cause after written notice of such intent at least ninety (90) days in advance. In the event of: (a) the Tenant’s material breach of this lease agreement, (b) the Tenant’s abandonment of the Premises, (c) the dissolution of the Tenant’s entity or discontinuance by it of activities necessitating the Lease of the Premises, (d) the Tenant’s denial of any right reserved in this agreement to the Landlord, (e) the institution of legal proceedings by or against the Tenant looking to a disposition of the Premises or any part thereof, (f) the use of the Premises by the Tenant or others for commercial or for-profit activities that are inconsistent with the stated mission of the Tenant existing on the date of the first Lease by Tenant of these Premises or (g) the use of the Premises by the Tenant or others for illegal purposes, the Landlord shall have the right to enter and retain possession of the premises by any lawful means and remove the Tenant and its effects by unlawful entry or detainer proceedings provided that the Landlord’s recourse to this remedy shall not deprive him/her of any other action or remedy permitted by law. Prior to exercising the aforesaid rights, Landlord shall give thirty (30) days’ notice, written or oral, of an intention to terminate this lease agreement to the Tenant. Landlord’s acceptance of Rent payments or conduct not in compliance with Tenant’s obligations under this lease agreement or waiver of a breach by Tenant shall surrender not be interpreted as a waiver of any subsequent breach or non-compliance, and deliver up this lease agreement shall continue in full force and effect. (1) For all installments of Rent and other charges that are past due and for the Demised Premises at the end remainder of the Sub-Lease term, Term which shall immediately become due and payable; (2) For any court costs incurred by the Landlord for possession of the Premises or any extensions thereto, in as good order and condition as at the Commencement Date or may be put by Landlord, reasonable use and natural wear and tear or unavoidable casualty excepted. Tenant shall at such time, upon Landlord's request, remove at its own expense any internal or external walls, partitions, signs, fixtures, improvements for collection of unpaid Rent or other items placed in or on or installed or constructed in charges under this lease agreement; and, (3) For reasonable attorney’s fees incurred by the Demised Premises by Tenant or installed by Landlord at Tenant's request or expense. If Tenant shall fail to pay when due any installment of any rental or other sums of money payable to Landlord (time being obtain possession of the essence and no notice of default being required) Premises or in the event Tenant shall breach or fail to comply with any other provisioncollection of Rent, covenant, condition or undertaking of this Sub-Lease on its part to be performed, and such default shall continue without correction for a period of 10 days after written notice thereof is given to Tenant by Landlord (time being of the essence)damages, or if Tenant vacates or abandons the Demised Premises, or if Tenant fails to continuously occupy and operate the Demised Premises as herein required, or if Tenant is adjudged bankrupt or insolvent or makes an assignment for the benefit of creditors, defaults under Tenant financing, or if a receiver is appointed to take charge of Tenant's business, or if any execution or attachment is issued against Tenant whereupon the Demised Premises or any fixtures thereon are taken or attempted to be taken and the same is not released within 10 days after demand from Landlord, then Landlord will be entitled, at Landlord's sole option (time being of the essence of all such conditions) to enter and take immediate and exclusive possession of the Demised Premises and all fixtures therein, with or without force of legal process, and without notice or demand, and to expel Tenant and all persons claiming through or under Tenant. In case of such default by Tenant, Landlord shall also have the option to terminate and cancel this Sub-Lease effective upon written notice to Tenant, whereupon any and all covenants, conditions and obligations of Landlord under this Sub-Lease will cease and terminate. Tenant agrees that notwithstanding the occurrence of any such event giving Landlord the right of re-entry as aforesaid, and whether or not Landlord has re-entered the Demised Premises or gained possession thereof, and whether or not Landlord has relet the Demised Premises in whole or in part, Landlord will not be deemed to have accepted the surrender of the Demised Premises or of this Sub-Lease and Tenant will immediately pay to Landlord in one lump sum all rents reserved to Landlord for the entire remaining Sub-Lease term and Tenant will also remain liable for the performance of all other covenants, conditions or undertakings of Tenant and the payment of all other sums during the full period which otherwise would have constituted the term of the Sub-Lease, including damages for failure to perform any of the same or for any loss of rents or damages which Landlord may then or thereafter suffer through the period of said entire term. Landlord will have the right at any time after exercising any option given to Landlord in this paragraph to exercise thereafter any other option hereunder or such legal rights as Landlord would have in the absence of such options. If Landlord does not elect to terminate and cancel this Sub-Lease on account of Tenant's breach, Landlord agrees to use reasonable diligence to relet said Demised Premises upon the best terms fairly obtainable at the time of such reletting, consistent with the character of the Demised Premises, and the obligation of Tenant for damages hereunder will be mitigated thereby to the extent of the net rents when actually received from such reletting, after deduction for all expenses of Landlord, including, without limitation, expenses attributable to alterations and repairs Landlord deems advisable to relet the Demised Premises and all reasonable attorneys' feescharges.

Termination and Default. Tenant If Seller fails to perform in accordance with this Agreement and Purchaser is not then in material default hereunder, Purchaser shall surrender and deliver up the Demised Premises at the end be entitled to receive a refund of the Sub-Lease termDeposit(s) as liquidated damages in full settlement of any claim or damages available to Purchaser at law or in equity or Purchaser shall have the remedy of specific performance, or any extensions thereto, in as good order and condition as at the Commencement Date or may be put unless Seller's default is caused by Landlord, reasonable use and natural wear and tear or unavoidable casualty excepted. Tenant shall at such time, upon Landlordcircumstances beyond Seller's request, remove at its own expense any internal or external walls, partitions, signs, fixtures, improvements or other items placed in or on or installed or constructed in the Demised Premises by Tenant or installed by Landlord at Tenant's request or expensecontrol. If Tenant shall fail Seller is unable to pay when due any installment of any rental or other sums of money payable to Landlord (time being of the essence and no notice of default being required) or convey title in the event Tenant shall breach or fail to comply accordance with any other provision, covenant, condition or undertaking of this Sub-Lease on its part to be performed, and such default shall continue without correction for a period of 10 days after written notice thereof is given to Tenant by Landlord (time being of the essence)Agreement, or if Tenant vacates or abandons as of the Demised PremisesClosing Date, or if Tenant fails there is an adverse change in the representations of Seller due to continuously occupy a circumstance which arose subsequent to the Effective Date of this Agreement and operate the Demised Premises as herein requiredwas not due to (i) Seller's failure to perform a covenant, or if Tenant is adjudged bankrupt or insolvent or makes an assignment for the benefit (ii) Seller's breach of creditorsa covenant hereunder or, defaults (iii) a misrepresentation by Seller under Tenant financing, or if a receiver is appointed to take charge of Tenant's business, or if any execution or attachment is issued against Tenant whereupon the Demised Premises or any fixtures thereon are taken or attempted to be taken and the same is not released within 10 days after demand from Landlordthis Agreement, then Landlord will be entitled, at Landlord's sole option (time being Seller shall notify Purchaser of the essence of all reasonable estimated aggregate costs to cure or correct such conditions) to enter and take immediate and exclusive possession of the Demised Premises and all fixtures therein, with circumstance or without force of legal processcircumstances, and without notice or demandPurchaser may, and to expel Tenant and all persons claiming through or under Tenant. In case of such default by Tenant, Landlord shall also have the option to terminate and cancel this Sub-Lease effective upon written notice to TenantSeller prior to the Closing Date, whereupon elect to accept such title as Seller is able to convey or elect to terminate this Agreement. Seller shall have no obligation to correct such circumstance(s). Upon the election to terminate by Purchaser, the Deposit(s) shall be refunded to Purchaser and thereafter neither party shall have any and all covenantsfurther rights, conditions and obligations of Landlord under this Sub-Lease will cease and terminate. Tenant agrees that notwithstanding the occurrence of any such event giving Landlord the right of re-entry as aforesaidor liabilities hereunder, and whether or not Landlord has re-entered the Demised Premises or gained possession thereof, and whether or not Landlord has relet the Demised Premises in whole or in part, Landlord will not be deemed to have accepted the surrender of the Demised Premises or except for those set forth herein which expressly survive termination of this Sub-Lease and Tenant will immediately pay Agreement. Subject to Landlord all conditions set forth in one lump sum all rents reserved this Agreement, if Purchaser fails to Landlord for purchase the entire remaining Sub-Lease term and Tenant will also remain liable for Property on the performance of all other covenants, conditions Closing Date in accordance with the terms hereof or undertakings of Tenant and the payment of all other sums during the full period which otherwise would have constituted the term of the Sub-Lease, including damages for failure fails to perform any of the same or for any loss of rents or damages which Landlord may Purchaser's other obligations hereunder, and Seller is not then or thereafter suffer through the period of said entire term. Landlord will in material default hereunder, then Seller shall have the right to receive the Deposit(s) from the Escrow Agent as liquidated damages in full settlement of any claim for damages at any time after exercising any option given law or in equity. Where liquidated damages are provided for herein, Seller and Purchaser acknowledge the difficulty of determining actual damages, that it is impossible to Landlord in this paragraph to exercise thereafter any other option hereunder more precisely estimate the damages upon default, that the return or such legal rights as Landlord would have in the absence of such options. If Landlord does not elect to terminate and cancel this Sub-Lease on account of Tenant's breach, Landlord agrees to use reasonable diligence to relet said Demised Premises upon the best terms fairly obtainable at the time of such reletting, consistent with the character retention of the Demised Premises, Deposit(s) is not intended as a penalty but as full liquidated damages and the obligation of Tenant for damages hereunder will be mitigated thereby to the extent that such amount constitutes a good faith estimate of the net rents when actually received potential damages arising from such reletting, after deduction for all expenses of Landlord, including, without limitation, expenses attributable to alterations and repairs Landlord deems advisable to relet the Demised Premises and all reasonable attorneys' feesdefault.

Termination and Default. In the event of: (a) the Tenant’s material breach of this lease agreement, (b) the Tenant’s abandonment of the Premises, (c) the dissolution of the Tenant’s entity or discontinuance by it of activities necessitating the Lease of the Premises, (d) the Tenant’s denial of any right reserved in this agreement to the Landlord, (e) the institution of legal proceedings by or against the Tenant looking to a disposition of the Premises or any part thereof, (f) the use of the Premises by the Tenant or others for commercial or for-profit activities that are inconsistent with the stated mission of the Tenant existing on the date of the first Lease by Tenant of these Premises or (g) the use of the Premises by the Tenant or others for illegal purposes, the Landlord shall have the right to enter and retain possession of the premises by any lawful means and remove the Tenant and its effects by unlawful entry or detainer proceedings provided that the Landlord’s recourse to this remedy shall not deprive him/her of any other action or remedy permitted by law. Prior to exercising the aforesaid rights, Landlord shall give ninety (90) days’ notice, written or oral, of an intention to terminate this lease agreement to the Tenant. If the Landlord should determine that any part of the space being leased becomes needed for purposes of County operations (180) day written notice shall be given to terminate the Lease. Landlord’s acceptance of Rent payments or conduct not in compliance with Tenant’s obligations under this lease agreement or waiver of a breach by Tenant shall surrender not be interpreted as a waiver of any subsequent breach or non-compliance, and deliver up this lease agreement shall continue in full force and effect. (1) For all installments of Rent and other charges that are past due and for the Demised Premises at the end remainder of the Sub-Lease term, Term which shall immediately become due and payable; (2) For any court costs incurred by the Landlord for possession of the Premises or any extensions thereto, in as good order and condition as at the Commencement Date or may be put by Landlord, reasonable use and natural wear and tear or unavoidable casualty excepted. Tenant shall at such time, upon Landlord's request, remove at its own expense any internal or external walls, partitions, signs, fixtures, improvements for collection of unpaid Rent or other items placed in or on or installed or constructed in charges under this lease agreement; and, (3) For reasonable attorney’s fees incurred by the Demised Premises by Tenant or installed by Landlord at Tenant's request or expense. If Tenant shall fail to pay when due any installment of any rental or other sums of money payable to Landlord (time being obtain possession of the essence and no notice of default being required) Premises or in the event Tenant shall breach or fail to comply with any other provisioncollection of Rent, covenant, condition or undertaking of this Sub-Lease on its part to be performed, and such default shall continue without correction for a period of 10 days after written notice thereof is given to Tenant by Landlord (time being of the essence)damages, or if Tenant vacates or abandons the Demised Premises, or if Tenant fails to continuously occupy and operate the Demised Premises as herein required, or if Tenant is adjudged bankrupt or insolvent or makes an assignment for the benefit of creditors, defaults under Tenant financing, or if a receiver is appointed to take charge of Tenant's business, or if any execution or attachment is issued against Tenant whereupon the Demised Premises or any fixtures thereon are taken or attempted to be taken and the same is not released within 10 days after demand from Landlord, then Landlord will be entitled, at Landlord's sole option (time being of the essence of all such conditions) to enter and take immediate and exclusive possession of the Demised Premises and all fixtures therein, with or without force of legal process, and without notice or demand, and to expel Tenant and all persons claiming through or under Tenant. In case of such default by Tenant, Landlord shall also have the option to terminate and cancel this Sub-Lease effective upon written notice to Tenant, whereupon any and all covenants, conditions and obligations of Landlord under this Sub-Lease will cease and terminate. Tenant agrees that notwithstanding the occurrence of any such event giving Landlord the right of re-entry as aforesaid, and whether or not Landlord has re-entered the Demised Premises or gained possession thereof, and whether or not Landlord has relet the Demised Premises in whole or in part, Landlord will not be deemed to have accepted the surrender of the Demised Premises or of this Sub-Lease and Tenant will immediately pay to Landlord in one lump sum all rents reserved to Landlord for the entire remaining Sub-Lease term and Tenant will also remain liable for the performance of all other covenants, conditions or undertakings of Tenant and the payment of all other sums during the full period which otherwise would have constituted the term of the Sub-Lease, including damages for failure to perform any of the same or for any loss of rents or damages which Landlord may then or thereafter suffer through the period of said entire term. Landlord will have the right at any time after exercising any option given to Landlord in this paragraph to exercise thereafter any other option hereunder or such legal rights as Landlord would have in the absence of such options. If Landlord does not elect to terminate and cancel this Sub-Lease on account of Tenant's breach, Landlord agrees to use reasonable diligence to relet said Demised Premises upon the best terms fairly obtainable at the time of such reletting, consistent with the character of the Demised Premises, and the obligation of Tenant for damages hereunder will be mitigated thereby to the extent of the net rents when actually received from such reletting, after deduction for all expenses of Landlord, including, without limitation, expenses attributable to alterations and repairs Landlord deems advisable to relet the Demised Premises and all reasonable attorneys' feescharges.

Termination and Default. Tenant shall surrender and deliver up This Agreement may, subject always to Clause 10.4 hereunder: be terminated prior to the Demised Premises First Closing Date upon the mutual written agreement of the Parties or pursuant to Clauses 5.3; or be terminated at the end option of the Sub-Lease termInvestor, if any Promoter or the Company have breached any material Warranties or any extensions thereto, in as good order and condition as at the Commencement Date other covenant or may be put by Landlord, reasonable use and natural wear and tear obligation or unavoidable casualty excepted. Tenant shall at such time, upon Landlord's request, remove at its own expense any internal or external walls, partitions, signs, fixtures, improvements or other items placed in or on or installed or constructed in the Demised Premises by Tenant or installed by Landlord at Tenant's request or expense. If Tenant shall fail to pay when due any installment of any rental or other sums of money payable to Landlord (time being agreement of the essence and no notice of default being required) Promoter or the Company contained in the event Tenant shall breach or fail to comply with any other provision, covenant, condition or undertaking of this Sub-Lease on its part to be performedAgreement, and such default shall continue without correction for a period of 10 breach cannot be or is not cured within 30 (thirty) days after written notice thereof is given to Tenant by Landlord (time being notified in writing of the essence)same in accordance with Clause 14. However, or if Tenant vacates or abandons the Demised Premises, or if Tenant fails to continuously occupy and operate the Demised Premises as herein required, or if Tenant is adjudged bankrupt or insolvent or makes an assignment for the benefit of creditors, defaults under Tenant financing, or if a receiver is appointed to take charge of Tenant's business, or if any execution or attachment is issued against Tenant whereupon the Demised Premises or any fixtures thereon are taken or attempted to be taken and the same is not released within 10 days after demand from Landlord, then Landlord will be entitled, at Landlord's sole option (time being termination of the essence of all such conditions) to enter and take immediate and exclusive possession of Agreement by one Investor will not affect the Demised Premises and all fixtures therein, with or without force of legal process, and without notice or demand, and to expel Tenant and all persons claiming through or under Tenant. In case of such default by Tenant, Landlord shall also have the option to terminate and cancel this Sub-Lease effective upon written notice to Tenant, whereupon any and all covenants, conditions rights and obligations of Landlord under this Subthe non-Lease will cease and terminate. Tenant agrees that notwithstanding terminating Investor; or be terminated at the occurrence of any such event giving Landlord the right of re-entry as aforesaid, and whether or not Landlord has re-entered the Demised Premises or gained possession thereof, and whether or not Landlord has relet the Demised Premises in whole or in part, Landlord will not be deemed to have accepted the surrender option of the Demised Premises Company if the Series A Subscription Amount is not received by the Company within 10 (ten) days from the issue of the First Closing CP Confirmation Certificate], for any reason whatsoever. Notwithstanding anything contained in Clause 10.1 herein above, the Investor shall be entitled to all the rights and remedies which are available under Law, equity or otherwise, including such other rights and remedies as may be mutually agreed between the Parties in this Agreement. The rights specified in this Clause 10 shall be in addition to and not in substitution for any other remedies, including a Claim for damages that may be available to the Investor. The termination of this Sub-Lease Agreement shall be without prejudice to any Claim or rights of action previously accrued to the Parties hereunder. Notwithstanding the above, Clauses 7 (Representations & Warranties), 9 (Indemnification), 10.1 (Termination), 11. (Specific Performance), 12. (Notices), 13. (Governing Law), 14. (Dispute Resolution), 15. (Expenses), 16. (Confidentiality) and Tenant will immediately pay 17 (Miscellaneous) shall survive the expiry or earlier termination of this Agreement. Any provision and obligation of the Parties relating to Landlord or governing their acts, which expressly or by its nature survives such termination or expiration, shall be enforceable with full force and effect notwithstanding such termination or expiration, until it is satisfied in one lump sum all rents reserved full or by its nature expires. SPECIFIC PERFORMANCE The Investor shall be entitled to Landlord an injunction, restraining order, right for recovery, suit for specific performance or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the entire remaining Sub-Lease term and Tenant will also remain liable for other Parties from committing any violation or enforce the performance of all other the covenants, conditions representations and obligations contained in this Agreement. These injunctive remedies are cumulative and are in addition to any other rights and remedies that the Investor may have at Law or undertakings of Tenant and the payment of all other sums during the full period which otherwise would have constituted the term of the Sub-Leasein equity, including damages without limitation a right for failure to perform any of the same or for any loss of rents or damages which Landlord may then or thereafter suffer through the period of said entire term. Landlord will have the right at any time after exercising any option given to Landlord in this paragraph to exercise thereafter any other option hereunder or such legal rights as Landlord would have in the absence of such options. If Landlord does not elect to terminate and cancel this Sub-Lease on account of Tenant's breach, Landlord agrees to use reasonable diligence to relet said Demised Premises upon the best terms fairly obtainable at the time of such reletting, consistent with the character of the Demised Premises, and the obligation of Tenant for damages hereunder will be mitigated thereby to the extent of the net rents when actually received from such reletting, after deduction for all expenses of Landlord, including, without limitation, expenses attributable to alterations and repairs Landlord deems advisable to relet the Demised Premises and all reasonable attorneys' feesdamages.

Termination and Default. Tenant shall surrender and deliver up the Demised Premises at the end 13.1 Customer's failure to pay to Polygen any license fees when due hereunder, or Customer's failure to adhere to any of the Sub-Lease termterms and conditions of this Agreement, or any extensions thereto, in as good order and condition as at the Commencement Date or may be put by Landlord, reasonable use and natural wear and tear or unavoidable casualty excepted. Tenant shall at such time, upon LandlordCustomer's request, remove at its own expense any internal or external walls, partitions, signs, fixtures, improvements or other items placed in or on or installed or constructed in the Demised Premises by Tenant or installed by Landlord at Tenant's request or expense. If Tenant shall fail to pay when due any installment of any rental or other sums of money payable to Landlord (time being of the essence and no notice of default being required) or in the event Tenant shall breach or fail to comply with any other provision, covenant, condition or undertaking of this Sub-Lease on its part to be performed, and such default shall continue without correction for a period of 10 days after written notice thereof is given to Tenant by Landlord (time being of the essence), or if Tenant vacates or abandons the Demised Premises, or if Tenant fails to continuously occupy and operate the Demised Premises as herein required, or if Tenant is adjudged bankrupt or insolvent or makes an assignment for the benefit of creditors, defaults under Tenant financing, or if a receiver is appointed to take charge of Tenant's business, or if any execution or attachment is issued against Tenant whereupon the Demised Premises or any fixtures thereon are taken or attempted to be taken and the same is not released within 10 days after demand from Landlord, then Landlord will be entitled, at Landlord's sole option (time being of the essence of all such conditions) to enter and take immediate and exclusive possession of the Demised Premises and all fixtures therein, with or without force of legal process, and without notice or demand, and to expel Tenant and all persons claiming through or under Tenant. In case of such default by Tenant, Landlord shall also have the option to terminate and cancel this Sub-Lease effective upon written notice to Tenant, whereupon any and all covenants, conditions and obligations of Landlord under this Sub-Lease will cease and terminate. Tenant agrees that notwithstanding the occurrence of any such event giving Landlord the right of re-entry as aforesaid, and whether or not Landlord has re-entered the Demised Premises or gained possession thereof, and whether or not Landlord has relet the Demised Premises in whole or in part, Landlord will not be deemed to have accepted the surrender of the Demised Premises or of this Sub-Lease and Tenant will immediately pay to Landlord in one lump sum all rents reserved to Landlord for the entire remaining Sub-Lease term and Tenant will also remain liable for the performance of all other covenants, conditions or undertakings of Tenant and the payment of all other sums during the full period which otherwise would have constituted the term of the Sub-Lease, including damages for failure to perform any of the same or for any loss its obligations hereunder shall constitute a breach of rents or damages this Agreement and an event of default hereunder which Landlord may then or thereafter suffer through the period of said entire term. Landlord will have shall give Polygen the right at any time after exercising any option given (in addition to, and not by way of limitation upon Polygen's rights to Landlord in this paragraph to exercise thereafter obtain any other option hereunder legal or such legal rights as Landlord would have equitable relief available to Polygen under the circumstances) to terminate this Agreement in the absence event any such default remains uncured for more than thirty (30) days following receipt of written notice thereof from Polygen. Receipt of any such notice shall be deemed to occur on the next day following the wiring of any such notice, or on the fifth (5th) business day following the mailing of any such notice, to Customer's address set forth in paragraph 19.1 of this Agreement. 13.2 Upon termination of this Agreement, the license granted to Customer under this Agreement shall terminate and Customer shall immediately pay to Polygen any then outstanding license fees or other amounts owed to Polygen, and Customer shall (a) return to Polygen management control by physical delivery each and every item of Polygen Proprietary Information furnished to Customer pursuant to, arising out of, or in connection with this Agreement, (b) delete by total erasure or destruction any Polygen Proprietary Information embodied on or in any disk or other form of electronic storage media located upon Customer's premises or under the supervision, control, or custody of Customer, (c) warrant to Polygen that no Polygen Proprietary Information has been retained by Customer in any form whatsoever, (d) execute and deliver to Polygen a "Licensee Statement of Return" (Appendix C), and (e) take appropriate action by instructions, agreement, or otherwise to ensure that every employee of Customer who shall have had access to Polygen Proprietary Information during the course of his or her employment with Customer complies with the substance of the provisions contained in the "Employee Statement of Return" (Appendix D). 13.3 In the event that Customer is otherwise entitled to use the Software pursuant to more than one valid and subsisting license agreements with Polygen, and any one or more of such options. If Landlord does not elect agreements shall remain in effect following the termination of this Agreement with respect to terminate Software running on a CPU identified in the "CPU Identification Schedule" (Appendix I) or any successor Design Site otherwise permitted under the provisions of paragraph 6.1(a) of this Agreement, then the provisions of paragraph 13.2 above shall only apply and cancel relate to Polygen Proprietary Information furnished to Customer in connection with this Sub-Lease on account of Tenant's breach, Landlord agrees to use reasonable diligence to relet said Demised Premises upon the best terms fairly obtainable at the time of such reletting, consistent with the character of the Demised Premises, and the obligation of Tenant for damages hereunder will be mitigated thereby to the extent of the net rents when actually received from such reletting, after deduction for all expenses of Landlord, including, without limitation, expenses attributable to alterations and repairs Landlord deems advisable to relet the Demised Premises and all reasonable attorneys' feesAgreement.