Common use of Termination of Master Lease Clause in Contracts

Termination of Master Lease. If for any reason the term of the Master Lease is terminated prior to the Expiration Date of this Sublease, this Sublease shall thereupon terminate and Sublandlord shall not be liable to Subtenant by reason thereof for damages or otherwise unless and to the extent such termination is due to Sublandlord’s default under this Sublease (including, without limitation, a default under Section 9.1.4). In the event of any such early termination, Sublandlord shall return to Subtenant that portion of any rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination. Notwithstanding the foregoing, so long as Subtenant is not in default after the expiration of applicable notice and cure periods hereunder, Sublandlord agrees that, except in the event of a casualty or condemnation where Sublandlord is entitled under this Sublease to terminate the Master Lease with respect to the Premises, Sublandlord shall not voluntarily terminate the Master Lease with respect to the Premises without Subtenant’s consent, in its sole discretion, unless Master Landlord agrees to recognize this Sublease as a direct agreement with Subtenant upon substantially the same terms set forth in this Sublease, or Subtenant otherwise has the right to continue to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenant, in its sole discretion. Nothing herein shall prevent Sublandlord from terminating the Master Lease with respect to spaces other than the Premises leased by Sublandlord thereunder. Sublandlord agrees not to modify the Master Lease in any manner that affects the Premises or Subtenant’s rights or obligations under the Master Lease, without obtaining Subtenant’s prior written consent, to be provided in Subtenant’s sole discretion.

Termination of Master Lease. If for any reason the term of the Master Lease is terminated prior to the Expiration Date of this Sublease, this Sublease shall thereupon terminate and Sublandlord shall not be liable to Subtenant by reason thereof for damages or otherwise unless and to the extent (except where such termination is due to Sublandlord’s default under this Sublease (including, without limitation, results from a default under Section 9.1.4). In the event Master Lease by Sublandlord through no fault of any such early termination, Subtenant or is otherwise a breach of the terms of this Sublease by Sublandlord) except that Sublandlord shall return to Subtenant that portion of any rent Rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such terminationtermination and so much of the Security Deposit as Sublandlord is obligated to return in accordance with the provisions of this Sublease. Notwithstanding the foregoing, so So long as Subtenant is not in default after the expiration of applicable notice and cure periods hereunder, Sublandlord agrees that, except in the event of a casualty or condemnation where Sublandlord is entitled complies with its obligations under this Sublease Sublease: (a) Sublandlord shall perform all of its obligations under the Master Lease not agreed to be performed by Subtenant hereunder to the extent required to keep the Master Lease in full force and effect during the Term; (b) Sublandlord shall not, without Subtenant’s prior written consent, exercise any right to terminate the Master Lease with respect to the PremisesLease, Sublandlord shall not voluntarily terminate the Master Lease with respect to the Premises without Subtenant’s consent, in its sole discretion, unless Master Landlord agrees to recognize this Sublease as a direct agreement with Subtenant upon substantially the same terms set forth in this SubleaseLease, or Subtenant otherwise has the right to continue to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenant, in its sole discretion. Nothing herein shall prevent Sublandlord from terminating take any other action under the Master Lease with respect to spaces other than that could materially adversely affect Subtenant’s use or occupancy of the Premises leased by or materially increase Subtenant’s obligations or decrease Subtenant’s rights; and (c) Sublandlord thereunder. Sublandlord agrees shall not agree to modify any amendment of the Master Lease in any manner that affects the Premises or which would materially adversely affect Subtenant’s rights or obligations under this Sublease. Notwithstanding the foregoing, Sublandlord shall have no liability to Subtenant for its violation of the terms of this Section 9.3 if Master Lease, without obtaining Subtenant’s prior written consent, to be provided Landlord agrees that Subtenant may remain in Subtenant’s sole discretionpossession of the Premises on the same terms as this Sublease for the remainder of the Term.

Termination of Master Lease. If for any reason the term of the Master Lease is terminated prior to the Expiration Date of this Sublease, this Sublease shall thereupon terminate Sublandlord hereby acknowledges and Sublandlord shall not be liable to Subtenant by reason thereof for damages or otherwise unless and to the extent such termination is due to Sublandlord’s default under this Sublease (including, without limitation, a default under Section 9.1.4). In the event of any such early termination, Sublandlord shall return to Subtenant agrees that portion of any rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination. Notwithstanding the foregoing, so long as Subtenant is not in default after the expiration of applicable notice and cure periods hereunder, Sublandlord agrees that, except in the event of a casualty or condemnation where Sublandlord is entitled under this Sublease to terminate the Master Lease with respect to the Premises, Sublandlord it shall not voluntarily terminate the Master Lease with respect to without the Premises without prior written consent of Subtenant’s consent, in its sole discretion, unless Master Landlord agrees to recognize this Sublease as a direct agreement with Subtenant upon substantially the same terms set forth in this Sublease, or Subtenant otherwise has the right to continue to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenant, in its sole discretion. Nothing herein shall prevent Sublandlord from terminating If for any reason the Master Lease with respect shall terminate prior to spaces other than the Premises leased Expiration Date, this Sublease shall thereupon be terminated unless Landlord elects to cause Subtenant to attorn to Landlord. In consideration of the foregoing, Sublandlord agrees, as a courtesy to Subtenant to request from Landlord a non-disturbance agreement in favor of Subtenant that provides that: (i) upon a default by Sublandlord thereunder. Sublandlord agrees not to modify the Master Lease in any manner that affects the Premises or Subtenant’s rights or obligations under the Master Lease, without obtaining this Sublease shall not be terminated by Landlord or affected by such default, (ii) this Sublease shall continue in full force and effect, and (iii) provided Subtenant is not in default of this Sublease, Subtenant’s prior written consent, to occupancy of the Premises shall not be provided in Subtenantaffected or disturbed by Landlord notwithstanding any termination of the Master Lease. Subtenant and Sublandlord acknowledge and agree that (A) the effectiveness of this Sublease is not conditioned or contingent upon Sublandlord’s sole discretionobtaining such non-disturbance and (B) Subtenant shall reimburse Sublandlord for the costs of obtaining and negotiating any non-disturbance agreement for the benefit of Subtenant including any costs passed through by Landlord and reasonable attorneys’ fees of Landlord.

Termination of Master Lease. If This Sublease is, and shall at all times remain, subordinate to the Master Lease and to any mortgage financing of Landlord or superior lease, and to all other matters, instruments or agreements to which the Master Lease is or shall be subject or subordinate, and to all renewals, modifications, consolidations, replacements and extensions thereof. In the event the Master Lease expires or is terminated for any reason reason, then, on the term date of such expiration or termination, this Sublease shall automatically terminate and be of no further force or effect as if such expiration or termination date had been specified in this Sublease as the expiration date hereof. If the expiration or termination of the Master Lease is terminated prior (and resulting termination of this Sublease) occurs, Sublandlord shall have no liability to Subtenant for the Expiration Date resultant termination of this Sublease, this Sublease shall thereupon terminate and Sublandlord shall not be liable to Subtenant by notwithstanding the reason thereof for damages such expiration or otherwise unless and to the extent such termination is due to Sublandlord’s default under this Sublease (includingtermination, including without limitation, a default under Section 9.1.4). In any such expiration or termination caused by (i) the event exercise of any such early termination, termination right by Landlord or Sublandlord shall return to Subtenant that portion of any rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination. Notwithstanding the foregoing, so long as Subtenant is not in default after the expiration of applicable notice and cure periods hereunder, Sublandlord agrees that, except in the event of a casualty or condemnation where Sublandlord is entitled under this Sublease to terminate the Master Lease with respect to the Premises, Sublandlord shall not voluntarily terminate the Master Lease with respect to the Premises without Subtenant’s consent, in its sole discretion, unless Master Landlord agrees to recognize this Sublease as a direct agreement with Subtenant upon substantially the same terms set forth in this Sublease, or Subtenant otherwise has the right to continue to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenant, in its sole discretion. Nothing herein shall prevent Sublandlord from terminating the Master Lease with respect to spaces other than the Premises leased by Sublandlord thereunder. Sublandlord agrees not to modify the Master Lease in any manner that affects the Premises or Subtenant’s rights or obligations under the Master Lease, including without obtaining Subtenantlimitation on account of a casualty or condemnation, (ii) the agreement of Landlord and Sublandlord, or (iii) the default of Sublandlord under the Master Lease. Sublandlord shall have no obligation to obtain any non-disturbance agreements from Landlord or any mortgagees or ground lessors. Subtenant agrees that in the event of termination, reentry or dispossession by Landlord under the Master Lease, Landlord may, at its option, take over all of the right, title and interest of Sublandlord under this Sublease, and Subtenant shall, at Landlord’s prior written consentoption, attorn to be provided in Subtenant’s sole discretionLandlord pursuant to the provisions of this Sublease.

Termination of Master Lease. If 12.01 Except as hereinafter provided in this Section 12.01, if for any reason the term of the Master Lease is terminated prior to the Expiration Date of this Sublease, this Sublease shall thereupon terminate be terminated, and Sublandlord shall not be liable to Subtenant by reason thereof for damages or otherwise unless and to the extent such termination is due to Sublandlord’s default under this Sublease (including, without limitation, a default under Section 9.1.4)thereof. In the event of any such early termination, Sublandlord shall return to Subtenant that portion of any rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination. Notwithstanding the foregoing, so long as Provided Subtenant is not in default after following notice and the expiration of any applicable notice and cure periods hereunderperiod under this Sublease, Sublandlord agrees that, except in during the event term of a casualty or condemnation where Sublandlord is entitled under this Sublease to terminate the Master Lease with respect to the Premises, that (x) Sublandlord shall not voluntarily terminate the Master Lease with respect to the Subleased Premises without Subtenant’s consent, in its sole discretion, unless prior to the Expiration Date of this Sublease except if pursuant to Articles 9 or 10 of the Master Lease and except that Sublandlord may also voluntarily terminate the Master Lease for any reason other than pursuant to Articles 9 or 10 of the Master Lease if Master Landlord agrees to recognize this Sublease as a direct agreement with lease between Master Landlord and Subtenant upon substantially pursuant to the same terms set forth in of this Sublease; (y) Sublandlord shall not commit or permit to be committed any acts which would create a default on the part of Sublandlord, or Subtenant otherwise has the right to continue to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenantas tenant, in its sole discretion. Nothing herein shall prevent Sublandlord from terminating under the Master Lease with respect to spaces other than the Premises leased Subleased Premises, unless such default is caused by any act or omission of Subtenant or its respective agents, employees, licensees, contractors or invitees; and (z) Sublandlord thereunder. Sublandlord agrees shall not to modify or amend the Master Lease in any manner that affects so as to increase (other than to a de minimis extent) the Premises obligations of Subtenant under this Sublease or materially adversely affect Subtenant’s rights or obligations under the Master Lease, without obtaining Subtenant’s prior written consent, to be provided in Subtenant’s sole discretionleasehold interest created by this Sublease.

Termination of Master Lease. If for If, at any reason time prior to the expiration or earlier termination of the term of the Sublease or Master Lease is (or Subtenant’s or Tenant’s right to possession thereunder) or if the Master Lease or Sublease shall expire or be sooner terminated prior for any reason, then the Sublease shall simultaneously terminate. If such termination occurs, Subtenant shall vacate the Subleased Premises on or before the date of termination, and Subtenant hereby waives any right to receive any notice to quit in connection with such vacation or termination of its right to possess the Subleased Premises. Notwithstanding the foregoing, at Landlord’s option and upon written demand from Landlord, Subtenant shall attorn to Landlord for the remainder of the term of the Sublease, such attornment to be upon all of the terms and conditions of the Master Lease (except that the Leased Premises shall be the Subleased Premises and the rent set forth in the Sublease shall be substituted for the annual Basic Rent and Tenant’s Share of Basic Operating Cost set forth in the Master Lease). In no event, however, shall Landlord be (a) liable for any act or omission of Tenant, (b) subject to any offsets or defenses which Subtenant had or might have against Tenant, (c) bound by any rent or other payment paid by Subtenant to Tenant more than thirty (30) days in advance, (d) bound by any amendment to the Expiration Date Sublease not consented to in writing by Landlord; or (e) bound by any security deposit paid to Tenant unless such security deposit is actually received by Landlord. Subtenant agrees to execute from time to time documents reasonably satisfactory to Landlord in confirmation of said attornment. The provisions of this SubleaseParagraph shall be self-operative and shall apply notwithstanding the fact that, as a matter of law, the Sublease may otherwise terminate upon the termination of the Master Lease. Nothing contained in this Sublease Paragraph shall thereupon terminate and Sublandlord shall not be liable construed to Subtenant impair or modify any right otherwise exercisable by reason thereof for damages Landlord, whether under the Master Lease or otherwise unless and to the extent such termination is due to Sublandlord’s default under this Sublease (any other agreement, at law or in equity, including, without limitation, a default under Section 9.1.4)the right to terminate Subtenant’s right to occupy the Subleased Premises if Landlord elects not to recognize Subtenant. In the event If Subtenant shall continue in possession of any such early termination, Sublandlord shall return to Subtenant that portion of any rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination. Notwithstanding the foregoing, so long as Subtenant is not in default Subleased Premises after the expiration termination of applicable notice and cure periods hereunder, Sublandlord agrees that, except in the event of a casualty or condemnation where Sublandlord is entitled under this Sublease to terminate the Master Lease with respect without Landlord’s express written permission, then such holdover shall be deemed to the Premises, Sublandlord shall not voluntarily terminate be an Event of Default under the Master Lease with respect (for which no notice or cure period shall be applicable), entitling Landlord to the Premises without Subtenant’s consent, in its sole discretion, unless Master all rights and remedies afforded to Landlord agrees to recognize this Sublease as a direct agreement with Subtenant upon substantially the same terms set forth in this Sublease, or Subtenant otherwise has the right to continue to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenant, in its sole discretion. Nothing herein shall prevent Sublandlord from terminating the Master Lease with respect to spaces other than the Premises leased by Sublandlord thereunder. Sublandlord agrees not to modify the Master Lease in any manner that affects the Premises or Subtenant’s rights or obligations under the Master Lease, without obtaining Subtenant’s prior written consentat law or in equity. Tenant shall immediately and vigorously pursue against Subtenant all rights and remedies available to Tenant under the Sublease, at law or in equity in order to be provided in Subtenant’s sole discretionremedy such holdover.

Termination of Master Lease. If for any reason Notwithstanding anything to the contrary in this Sublease, if the term of the Master Lease is terminated for any reason prior to the Expiration Date of this SubleaseDate, this Sublease shall thereupon terminate concurrently as between Sublandlord and Subtenant. Subtenant acknowledges that in the event of a termination of the Master Lease for any reason, including but not limited to an agreement between Sublandlord and Master Landlord terminating the Master Lease, this Sublease shall terminate and Subtenant shall remain in possession of the Premises pursuant to the Direct Lease. Upon the termination of this Sublease as between Sublandlord and Subtenant, neither Subtenant nor Sublandlord shall not have any liability to the other except (a) Sublandlord shall be liable to Subtenant if the termination of the Master Lease is caused by reason thereof a breach of Sublandlord’s obligations under this Sublease, (b) Subtenant shall be liable to Sublandlord for damages any payment under this Sublease, whether of Base Rent, Additional Rent or otherwise unless otherwise, which shall have accrued (or shall relate to the period) prior to the expiration or sooner termination of this Sublease, (c) Sublandlord shall be liable to Subtenant for any payment or refund due to Subtenant and that is applicable to the period prior to the expiration or sooner termination of this Sublease (provided that, to the extent such termination is payment or refund due to Sublandlord’s Subtenant is to be paid by Master Landlord, Sublandlord shall only be liable for delivering the payment or refund actually received from Master Landlord); and (d) if the Master Lease and/or this Sublease is terminated as a result of a breach or default by Subtenant of its obligations under this Sublease (Sublease, Subtenant shall be liable to Sublandlord for all damages suffered by Sublandlord as a result of the termination, including, without limitation, a default under Section 9.1.4). In the event of any such early termination, Sublandlord shall return to Subtenant that portion of any rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination. Notwithstanding the foregoing, so long as Subtenant is not in default after the expiration of applicable notice and cure periods hereunder, Sublandlord agrees that, except in the event of a casualty or condemnation where Sublandlord is entitled all Rent payable under this Sublease to terminate the Master Lease with respect up to the Premises, Sublandlord shall not voluntarily terminate the Master Lease with respect to the Premises without Subtenant’s consent, in its sole discretion, unless Master Landlord agrees to recognize this Sublease as a direct agreement with Subtenant upon substantially the same terms set forth in this Sublease, or Subtenant otherwise has the right to continue to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenant, in its sole discretion. Nothing herein shall prevent Sublandlord from terminating the Master Lease with respect to spaces other than the Premises leased by Sublandlord thereunder. Sublandlord agrees not to modify the Master Lease in any manner that affects the Premises or Subtenant’s rights or obligations under the Master Lease, without obtaining Subtenant’s prior written consent, to be provided in Subtenant’s sole discretionExpiration Date.

Termination of Master Lease. If for any reason This Sublease is, and shall at all times remain, subordinate and subject to the term of Master Lease. In the event the Master Lease is terminated prior to for any reason, then, on the Expiration Date date of such termination (regardless of whether the termination of this SubleaseSublease occurs before or after the termination of the Master Lease), this Sublease shall thereupon terminate and Sublandlord be of no further force or effect; provided, however, that on or before the effective date of such termination of the Master Lease, Subtenant shall not be liable deliver to Subtenant by reason thereof for damages or otherwise unless and Landlord an amount (the “Termination Fee”) equal to the extent such termination is due cumulative sum of the GLCR Monthly Rent that was due, payable or accrued for the entire period from the commencement of the Sublease Term up through the date Subtenant delivers said amount to Landlord (the “Payment Delivery Date”), regardless of (and without deduction for) any amounts of GLCR Monthly Rent which may been paid to Sublandlord’s default under this Sublease (including, without limitation, a default under Section 9.1.4). In the event that there is a good faith dispute between the parties regarding whether the termination of any such early termination, Sublandlord shall return to Subtenant that portion of any rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination. Notwithstanding the foregoing, so long as Subtenant is not in default after the expiration of applicable notice and cure periods hereunder, Sublandlord agrees that, except in the event of a casualty or condemnation where Sublandlord is entitled under this Sublease to terminate the Master Lease with respect or this Sublease was permitted pursuant to the Premisesterms thereof, Sublandlord then such dispute shall not voluntarily terminate the Master Lease be satisfied by arbitration in accordance with respect to the Premises without Subtenant’s consent, in its sole discretion, unless Master Landlord agrees to recognize this Sublease as a direct agreement with Subtenant upon substantially the same terms set forth in this Sublease, or Subtenant otherwise has the right to continue to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenant, in its sole discretion. Nothing herein shall prevent Sublandlord from terminating the Master Lease with respect to spaces other than the Premises leased by Sublandlord thereunder. Sublandlord agrees not to modify the Master Lease in any manner that affects the Premises or Subtenant’s rights or obligations under Section 33.2 of the Master Lease, without obtaining Subtenant shall be permitted to deliver the Termination Fee into escrow with a third party escrow agent reasonably acceptable to Subtenant and Landlord (to be held pursuant to a standard joint order escrow) and Subtenant’s prior written consent, to be provided in payment of the Termination Fee into escrow during the continuance of such good faith dispute shall satisfy Subtenant’s sole discretionobligation to pay the Termination Fee under this Section 9. All fees associated with such escrow shall be paid by the non-prevailing party. Provided that Subtenant fully complies with the terms of this Section 9, in no event shall the Termination Fee be calculated to include any GLCR Monthly Rent that would have been payable for any period after the Payment Delivery Date.

Termination of Master Lease. If for any reason the term Building of the Master Lease Sublease Premises is terminated prior to the Expiration Date of this Sublease, this Sublease shall thereupon terminate damaged or destroyed and Sublandlord shall not be liable to Subtenant by reason thereof for damages Landlord or otherwise unless and to the extent such termination is due to Sublandlord’s default under this Sublease (including, without limitation, a default under Section 9.1.4). In the event of Sublessor exercises any such early termination, Sublandlord shall return to Subtenant that portion of any rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination. Notwithstanding the foregoing, so long as Subtenant is not in default after the expiration of applicable notice and cure periods hereunder, Sublandlord agrees that, except in the event of a casualty option Landlord or condemnation where Sublandlord is entitled under this Sublease Sublessor may have to terminate the Master Lease with respect to such Building, this Sublease shall terminate as to such Building as of the Premisesdate of the termination of the Master Lease with respect to such Building; provided, Sublandlord shall however, that as long as Sublessee is not voluntarily in default under this Sublease beyond applicable notice and cure periods at the time Sublessor is permitted to exercise its option to terminate the Master Lease with respect to any Building of the Premises without Subtenant’s consentSublease Premises, in its sole discretion, unless Master Landlord agrees to recognize this Sublease as a direct agreement with Subtenant upon substantially the same terms set forth in this Sublease, or Subtenant otherwise has the right to continue to occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenant, in its sole discretion. Nothing herein Sublessor shall prevent Sublandlord from terminating not terminate the Master Lease with respect to spaces other than such Building without giving Sublessee at least fifteen (15) days advance written notice of Sublessor’s intent to so terminate (the Premises leased by Sublandlord thereunder. Sublandlord agrees not to modify the Master Lease in any manner that affects the Premises or Subtenant’s rights or obligations under the Master Lease, without “Termination Notice”) and obtaining SubtenantSublessee’s prior written consentconsent to such termination, which consent shall not be unreasonably withheld, conditioned or delayed by Sublessee (and Sublessee’s failure to respond to Sublessor’s request for consent within ten (10) days after Sublessor’s Termination Notice shall be deemed Sublessee’s consent to such termination); and further provided that if Sublessee fails to cure any monetary default or any other default which Sublessor has reasonably determined to be provided in Subtenantmaterial hereunder, and of which Sublessee has received notice on or before delivery of the Termination Notice by Sublessor, Sublessee shall be deemed to have consented to such termination regardless of whether Sublessee responds to Sublessor’s sole discretionrequest for consent. As a condition to Sublessee’s preservation of this Sublease following delivery of Sublessor’s Termination Notice, Sublessor may require Sublessee to pay for the cost of any repairs to the Tenant Improvements which are not covered by Sublessor’s insurance and to provide additional security to Sublessor to cover such cost.