Common use of Termination of Prime Lease Clause in Contracts

Termination of Prime Lease. If for any reason the term of the Prime Lease shall terminate prior to the Expiration Date, this Sublease shall thereupon automatically terminate and Sublandlord shall not be liable to Subtenant by reason thereof; provided, however, that Sublandlord agrees that so long as Subtenant is not in default hereunder beyond delivery of written notice and expiration of the applicable cure period hereunder, Sublandlord shall not voluntarily surrender the Prime Lease, except in accordance with rights expressly reserved to Sublandlord as “Tenant” under the Prime Lease, including, without limitation, such rights as are available under Sections 18 and 19 of the Prime Lease in the event of a taking or casualty. Notwithstanding anything in this Sublease to the contrary, if the Prime Lease gives Sublandlord any right to terminate the Prime Lease in the event of the partial or total damage, destruction, or condemnation of the Subleased Premises or the Building, the exercise of such right by Sublandlord shall not constitute a default or breach hereunder. Nothing herein shall prevent an assignment of the Prime Lease or the subleasing by Sublandlord of additional space covered by the Prime Lease (excluding the Subleased Premises) to any third parties and in no event shall Sublandlord have any liability to Subtenant for any defaults or termination of the Prime Lease by such other subtenants or defaults under such other subleases. (a) any and all of Subtenant’s movable personal property and signage and (b) such alterations, installations, additions and improvements, if any (expressly excluding Sublandlord’s Work) made by or on behalf of Subtenant that Sublandlord requires to be removed and restore the Subleased Premises to its condition prior to such alterations, installations, additions and improvements, and (ii) at once surrender and deliver the Subleased Premises in the condition and repair required by, and in accordance with the provisions of, this Sublease. If Subtenant shall fail to remove any of Subtenant’s personal property from the Subleased Premises, such property shall be deemed abandoned (and Subtenant will be deemed to have relinquished all right, title and interest in such property), and Sublandlord is authorized, without liability to Subtenant for loss or damage thereto, at the sole risk of Subtenant, to (a) remove and store such property at Subtenant’s risk and expense; (b) retain such property, in which case all right, title and interest therein shall accrue to Sublandlord; (c) sell such property and retain the proceeds from such sale; or (d) otherwise dispose or destroy such property.

Termination of Prime Lease. If for any reason the term of the Prime Lease shall terminate prior to the Expiration Datelast day of the Term of this Sublease (as the case may be), this Sublease shall thereupon automatically terminate as to the premises demised under the Prime Lease and Sublandlord Sublessor shall not be liable to Subtenant Sublessee by reason thereof; provided, however, that Sublandlord agrees that so long thereof except as Subtenant is not otherwise set forth in default hereunder beyond delivery of written notice and expiration of the applicable cure period hereunder, Sublandlord this Sublease. Neither Sublessor nor Sublessee shall not voluntarily surrender do or permit anything to be done which would cause the Prime LeaseLease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Lessor or in Sublessor under the Prime Lease Sublessor and Sublessee each shall defend, except in accordance with rights expressly reserved to Sublandlord indemnify, and hold the other harmless from and against any and all claims, liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) of any kind whatsoever by reason of any breach or default on the part of Sublessor or Sublessee (as “Tenant” the case may be) by reason of which the Prime Lease may be terminated or forfeited. Sublessor shall perform all of its obligations under the Prime Lease, including, without limitation, such rights as are available under Sections 18 and 19 of agrees to keep and maintain the Prime Lease in full force and effect. In the event that either Sublessor or Sublessee shall receive any notice from Prime Lessor regarding a default pursuant to any of the provisions of the Prime Lease, the party receiving such notice shall promptly give a taking or casualty. Notwithstanding anything in this Sublease copy thereof to the contraryother party. Further, if Sublessor and Sublessee each agrees to give to the other a copy of any notice of default, event of default, or otherwise under the Prime Lease that said party gives Sublandlord any right to terminate the Prime Lease in the event of the partial or total damage, destruction, or condemnation of the Subleased Premises or the Building, the exercise of such right by Sublandlord shall not constitute a default or breach hereunder. Nothing herein shall prevent an assignment of the Prime Lease or the subleasing by Sublandlord of additional space covered by the Prime Lease (excluding the Subleased Premises) to any third parties and in no event shall Sublandlord have any liability to Subtenant for any defaults or termination of the Prime Lease by such other subtenants or defaults under such other subleasesLessor. (a) any and all of Subtenant’s movable personal property and signage and (b) such alterations, installations, additions and improvements, if any (expressly excluding Sublandlord’s Work) made by or on behalf of Subtenant that Sublandlord requires to be removed and restore the Subleased Premises to its condition prior to such alterations, installations, additions and improvements, and (ii) at once surrender and deliver the Subleased Premises in the condition and repair required by, and in accordance with the provisions of, this Sublease. If Subtenant shall fail to remove any of Subtenant’s personal property from the Subleased Premises, such property shall be deemed abandoned (and Subtenant will be deemed to have relinquished all right, title and interest in such property), and Sublandlord is authorized, without liability to Subtenant for loss or damage thereto, at the sole risk of Subtenant, to (a) remove and store such property at Subtenant’s risk and expense; (b) retain such property, in which case all right, title and interest therein shall accrue to Sublandlord; (c) sell such property and retain the proceeds from such sale; or (d) otherwise dispose or destroy such property.

Termination of Prime Lease. If for any reason other than the action, inaction, negligence or misconduct of Sublessor the term of the Prime Lease shall terminate prior to the Expiration Datelast day of the Term of this Sublease (as the case may be), this Sublease shall thereupon automatically terminate as to the premises demised under the Prime Lease and Sublandlord Sublessor shall not be liable to Subtenant Sublessee by reason thereofthereof except as otherwise set forth in this Sublease; provided, however, that Sublandlord agrees that so long as Subtenant the foregoing is not in default hereunder beyond delivery of written notice and expiration subject to the terms of the applicable cure period hereunder, Sublandlord Consent. Neither Sublessor nor Sublessee shall not voluntarily surrender do or permit anything to be done which would cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Lessor or in Sublessor under the Prime Lease. Sublessor and Sublessee each shall defend, except in accordance with rights expressly reserved to Sublandlord indemnify and hold the other harmless from and against any and all claims, liabilities, losses, damages, and expenses (including reasonable attorneys fees) of any kind whatsoever by reason of any breach or default on the part of Sublessor or Sublessee (as “Tenant” the case may be) by reason of which the Prime Lease may be terminated or forfeited. Sublessor shall perform all of its obligations under the Prime Lease, including, without limitation, such rights as are available under Sections 18 and 19 of agrees to keep and maintain the Prime Lease in full force and effect. In the event that either Sublessor or Sublessee shall receive any notice from Prime Lessor regarding a default pursuant to any of the provisions of the Prime Lease, the party receiving such notice shall promptly give a taking or casualty. Notwithstanding anything in this Sublease copy thereof to the contraryother party. Further, if Sublessor and Sublessee each agrees to give to the other a copy of any notice of default, event of default, or otherwise under the Prime Lease that said party gives Sublandlord any right to Prime Lessor. Sublessor agrees not to amend, modify, surrender, cancel, or terminate the Prime Lease in without Sublessee’s prior written consent, which consent shall not be unreasonably withheld by Sublessee; provided, however, that Sublessor may amend the event of Prime Lease without Sublessee’s prior written consent, but only if and to the partial or total damage, destruction, or condemnation of extent that there is no adverse economic effect on Sublessee and the Subleased Premises or the Building, the exercise of such right by Sublandlord shall not constitute a default or breach hereunder. Nothing herein shall prevent an assignment of the Prime Lease or the subleasing by Sublandlord of additional space covered by the Prime Lease (excluding the Subleased Premises) to any third parties and in no event shall Sublandlord have any liability to Subtenant for any defaults or termination of the Prime Lease by such other subtenants or defaults under such other subleases. (a) any and all of Subtenant’s movable personal property and signage and (b) such alterations, installations, additions and improvements, if any (expressly excluding Sublandlord’s Work) made by or on behalf of Subtenant that Sublandlord requires to be removed and restore the Subleased Premises to its condition prior to such alterations, installations, additions and improvements, and (ii) at once surrender there is otherwise no material adverse effect as to non-economic terms and deliver conditions in the Prime Lease on Sublessee and the Subleased Premises in the condition and repair required by, and in accordance with the provisions of, this Sublease. If Subtenant shall fail to remove any of Subtenant’s personal property from the Subleased Premises, such property shall be deemed abandoned (and Subtenant will be deemed if there is any such permitted amendment to have relinquished all rightthe Prime Lease, title and interest in Sublessor shall promptly provide Sublessee with a copy of any such propertyexecuted amendment), and Sublandlord is authorized, without liability to Subtenant for loss or damage thereto, at the sole risk of Subtenant, to (a) remove and store such property at Subtenant’s risk and expense; (b) retain such property, in which case all right, title and interest therein shall accrue to Sublandlord; (c) sell such property and retain the proceeds from such sale; or (d) otherwise dispose or destroy such property.

Termination of Prime Lease. (a) If for any reason the term of the Prime Lease shall terminate prior to the Expiration Dateexpiration of this Sublease, this Sublease shall thereupon automatically terminate be terminated and Sublandlord shall not be liable to Subtenant by reason thereof; provided, however, that Sublandlord agrees that so long as Subtenant is not in default hereunder beyond delivery of written notice and expiration thereof unless said termination of the applicable cure period hereunder, Prime Lease shall have been effected because of a default by Sublandlord shall not voluntarily surrender the Prime Lease, except in accordance with rights expressly reserved to Sublandlord as “Tenant” under the Prime LeaseLease not resulting from Subtenant’s default hereunder. (b) Notwithstanding the foregoing, if the Prime Lease and Sublandlord’s leasehold interest in the Subleased Premises shall be terminated (other than by condemnation or sale in lieu thereof), at the option of Prime Landlord, Subtenant shall attorn to Prime Landlord and shall, during the balance of the Term of this Sublease, perform all of the terms, covenants, conditions, provisions and agreements of this Sublease on the part of Subtenant to be performed. In the event of any such attornment, Prime Landlord shall not be (a) liable for any act or omission or default of any prior sublessor (including, without limitation, such rights as are available under Sections 18 and 19 of the Prime Lease in the event of a taking Sublandlord); or casualty. Notwithstanding anything in this Sublease to the contrary, if the Prime Lease gives Sublandlord any right to terminate the Prime Lease in the event of the partial or total damage, destruction, or condemnation of the Subleased Premises or the Building, the exercise of such right by Sublandlord shall not constitute a default or breach hereunder. Nothing herein shall prevent an assignment of the Prime Lease or the subleasing by Sublandlord of additional space covered by the Prime Lease (excluding the Subleased Premises) to any third parties and in no event shall Sublandlord have any liability to Subtenant for any defaults or termination of the Prime Lease by such other subtenants or defaults under such other subleases. (a) any and all of Subtenant’s movable personal property and signage and (b) such alterationssubject to any offsets or defenses which Subtenant might have against any prior sublessor (including without limitation, installations, additions and improvements, if any (expressly excluding Sublandlord’s Work) made by ); or on behalf of Subtenant that Sublandlord requires to be removed and restore the Subleased Premises to its condition prior to such alterations, installations, additions and improvements, and (ii) at once surrender and deliver the Subleased Premises in the condition and repair required by, and in accordance with the provisions of, this Sublease. If Subtenant shall fail to remove any of Subtenant’s personal property from the Subleased Premises, such property shall be deemed abandoned (and Subtenant will be deemed to have relinquished all right, title and interest in such property), and Sublandlord is authorized, without liability to Subtenant for loss or damage thereto, at the sole risk of Subtenant, to (a) remove and store such property at Subtenant’s risk and expense; (b) retain such property, in which case all right, title and interest therein shall accrue to Sublandlord; (c) sell such property and retain bound by any rent or additional rent which Subtenant might have paid for more than the proceeds from such salecurrent month to any prior sublessor (including, without limitation, Sublandlord); or (d) otherwise dispose bound by any amendment or destroy modification of this Sublease made without Prime Landlord’s consent. The foregoing shall be self-operative without the necessity of the execution of any further instruments but Subtenant agrees, upon the demand of Prime Landlord, to execute, acknowledge and deliver any instrument or instruments confirming such propertyattornment. (c) If the Prime Lease shall be terminated by reason of a default on the part of Subtenant with respect to any of the terms, covenants, conditions, provisions and agreements of this Sublease, Sublandlord shall be entitled to recover from Subtenant, as liquidated damages (and not as a penalty), the sum of (i) such amount or amounts as will be equal to the damages which the Prime Landlord shall be entitled to recover from Sublandlord in connection with such termination of the Prime Lease, (ii) the expenses incurred by Sublandlord in collecting the amounts referred to in (i) hereinabove (including, without limitation, reasonable attorneys’ fees and expenses), and (iii) any and all other amounts incurred by Sublandlord as a result thereof. The provisions hereof shall survive the termination or earlier expiration of this Sublease.

Termination of Prime Lease. If for any reason other than the action, inaction, negligence or misconduct of Sublessor the term of the Prime Lease shall terminate prior to the Expiration Datelast day of the Term or Extended Term of this Sublease (as the case may be), this Sublease shall thereupon automatically terminate as to the premises demised under the Prime Lease and Sublandlord Sublessor shall not be liable to Subtenant Sublessee by reason thereofthereof except as otherwise set forth in this Sublease; provided, however, that Sublandlord agrees that so long as Subtenant the foregoing is not in default hereunder beyond delivery of written notice and expiration subject to the terms of the applicable cure period hereunder, Sublandlord Consent. Neither Sublessor nor Sublessee shall not voluntarily surrender do or permit anything to be done which would cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Lessor or in Sublessor under the Prime Lease. Sublessor and Sublessee each shall defend, except in accordance with rights expressly reserved to Sublandlord indemnify and hold the other harmless from and against any and all claims, liabilities, losses, damages, and expenses (including reasonable attorneys fees) of any kind whatsoever by reason of any breach or default on the part of Sublessor or Sublessee (as “Tenant” the case may be) by reason of which the Prime Lease may be terminated or forfeited. Sublessor shall perform all of its obligations under the Prime Lease, including, without limitation, such rights as are available under Sections 18 and 19 of agrees to keep and maintain the Prime Lease in full force and effect. In the event that either Sublessor or Sublessee shall receive any notice from Prime Lessor regarding a default pursuant to any of the provisions of the Prime Lease, the party receiving such notice shall promptly give a taking or casualty. Notwithstanding anything in this Sublease copy thereof to the contraryother party. Further, if Sublessor and Sublessee each agrees to give to the other a copy of any notice of default, event of default, or otherwise under the Prime Lease that said party gives Sublandlord any right to Prime Lessor. Sublessor agrees not to amend, modify, surrender, cancel, or terminate the Prime Lease in without Sublessee’s prior written consent, which consent shall not be unreasonably withheld by Sublessee; provided, however, that Sublessor may amend the event of Prime Lease without Sublessee’s prior written consent, but only if and to the partial or total damage, destruction, or condemnation of extent that (i) there is no adverse economic effect on Sublessee and the Subleased Premises or the Building, the exercise of such right by Sublandlord shall not constitute a default or breach hereunder. Nothing herein shall prevent an assignment of the Prime Lease or the subleasing by Sublandlord of additional space covered by the Prime Lease (excluding the Subleased Premises) to any third parties and in no event shall Sublandlord have any liability to Subtenant for any defaults or termination of the Prime Lease by such other subtenants or defaults under such other subleases. (a) any and all of Subtenant’s movable personal property and signage and (b) such alterations, installations, additions and improvements, if any (expressly excluding Sublandlord’s Work) made by or on behalf of Subtenant that Sublandlord requires to be removed and restore the Subleased Premises to its condition prior to such alterations, installations, additions and improvements, and (ii) at once surrender there is otherwise no material adverse effect as to non-economic terms and deliver conditions in the Prime Lease on Sublessee and the Subleased Premises in the condition and repair required by, and in accordance with the provisions of, this Sublease. If Subtenant shall fail to remove any of Subtenant’s personal property from the Subleased Premises, such property shall be deemed abandoned (and Subtenant will be deemed if there is any such permitted amendment to have relinquished all rightthe Prime Lease, title and interest in Sublessor shall promptly provide Sublessee with a copy of any such propertyexecuted amendment), and Sublandlord is authorized, without liability to Subtenant for loss or damage thereto, at the sole risk of Subtenant, to (a) remove and store such property at Subtenant’s risk and expense; (b) retain such property, in which case all right, title and interest therein shall accrue to Sublandlord; (c) sell such property and retain the proceeds from such sale; or (d) otherwise dispose or destroy such property.

Termination of Prime Lease. If Subject to the rights, if any, of Sublessee to recognition of Sublessee’s rights hereunder by Master Lessor or Prime Lessor, if for any reason the term of the Prime Lease shall terminate prior to the Expiration Date, this Sublease shall thereupon automatically terminate as to the premises demised under the Prime Lease and Sublandlord Sublessor shall not be liable to Subtenant Sublessee by reason thereofthereof except in the event of a breach by Sublessor of its obligations under Paragraph 12 hereof; provided, however, that Sublandlord Sublessor agrees that so long as Subtenant Sublessee is not in default hereunder beyond delivery of written notice and expiration of the any applicable cure period hereunderperiods, Sublandlord Sublessor shall not voluntarily surrender the Prime Lease, Lease except in accordance with rights expressly reserved to Sublandlord as “Tenant” under the Prime Lease, including, without limitation, such rights as are available under Sections 18 and 19 of the Prime Lease in the event of a taking or casualty. Notwithstanding anything in this Sublease to the contraryforegoing, if the Prime Lease gives Sublandlord Sublessor any right to terminate the Prime Lease in the event of the partial or total damage, destruction, or condemnation of the Subleased Premises or the Building, the exercise of such right by Sublandlord Sublessor shall not constitute a default or breach hereunder. Nothing herein shall prevent an assignment of Upon the Prime Lease or the subleasing by Sublandlord of additional space covered by the Prime Lease (excluding the Subleased Premises) to any third parties and in no event shall Sublandlord have any liability to Subtenant for any defaults expiration or termination of this Sublease, whether by forfeiture, lapse of time or otherwise, or upon the Prime Lease by such other subtenants or defaults under such other subleases. (a) any and all termination of SubtenantSublessee’s movable personal property and signage and (b) such alterationsright of possession, installations, additions and improvements, if any (expressly excluding Sublandlord’s Work) made by or on behalf of Subtenant that Sublandlord requires to be removed and restore the Subleased Premises to its condition prior to such alterations, installations, additions and improvements, and (ii) Sublessee shall at once surrender and deliver the Subleased Premises and the Furniture in the condition and repair required by, and in accordance with the provisions of, this Sublease. If Subtenant Sublease and the Prime Lease, including without limitation Article 20 of the Prime Lease as incorporated herein by reference, including the Furniture, which shall fail to remove any be in the same condition as at the date possession of Subtenant’s personal property from the Subleased PremisesPremises was delivered to Sublessee, such property shall be deemed abandoned reasonable wear and tear, alterations made by Sublessee in compliance herewith that Sublessee is permitted to surrender, acts of God, casualties, condemnations, hazardous materials not introduced to the Premises by Sublessee, its agents, employees or invitees and the acts of Sublessor, Prime Lessor, Master Lessor or other occupants if the building (other than Sublessee, its agents, employees or invitees) and Subtenant will be deemed to have relinquished all righttheir respective agents, title employees and interest in such property), and Sublandlord is authorized, without liability to Subtenant for loss or damage thereto, at the sole risk of Subtenant, to (a) remove and store such property at Subtenant’s risk and expense; (b) retain such property, in which case all right, title and interest therein shall accrue to Sublandlord; (c) sell such property and retain the proceeds from such sale; or (d) otherwise dispose or destroy such propertycontractors excepted.

Termination of Prime Lease. If for any reason the term of the Prime Lease shall terminate prior to the Expiration Date, this Sublease shall thereupon automatically terminate as to the premises demised under the Prime Lease and Sublandlord Sublessor shall not be liable to Subtenant Sublessee by reason thereof; provided, however, that Sublandlord Sublessor agrees that so long as Subtenant Sublessee is not in default hereunder beyond delivery of written notice and expiration of the applicable cure period hereunder, Sublandlord Sublessor shall not voluntarily surrender the Prime Lease, except in accordance with rights expressly reserved to Sublandlord Sublessor as “Tenant” under the Prime Lease, including, without limitation, such rights as are available under Sections 18 Articles 9 and 19 10 of the Prime Lease in the event of a taking or casualty. Notwithstanding anything in this Sublease to the contraryforegoing, if the Prime Lease gives Sublandlord Sublessor any right to terminate the Prime Lease in the event of the partial or total damage, destruction, or condemnation of the Subleased Premises or the Building, the exercise of such right by Sublandlord Sublessor shall not constitute a default or breach hereunder. Nothing herein shall prevent an assignment of the Prime Lease or the subleasing by Sublandlord of additional space covered by the Prime Lease (excluding the Subleased Premises) to any third parties and in no event shall Sublandlord Sublessor have any liability to Subtenant Sublessee for any defaults or termination of the Prime Lease by such other subtenants or defaults under such other subleases. . Upon the expiration or termination of this Sublease, whether by forfeiture, lapse of time or otherwise, or upon the termination of Sublessee’s right of possession, Sublessee shall (ai) remove and restore any and all of Subtenant’s movable personal property signage it may have installed and signage and (b) such alterations, installations, additions and improvements, if any (expressly excluding Sublandlord’s Work) made by or on behalf of Subtenant that Sublandlord requires improvements as Sublessor may have specified at the time Sublessor consented to be removed and restore the Subleased Premises to its condition prior to such alterations, installations, additions and improvements, same and (ii) at once surrender and deliver the Subleased Premises Premises, the Furniture and the Systems in the condition and repair required by, and in accordance with the provisions of, this SubleaseSublease and the Prime Lease, including without limitation Section 6.1(h) of the Prime Lease as incorporated herein by reference, including the Furniture and the Systems which shall be in the same condition as at the date hereof, reasonable wear and tear excepted. If Subtenant Sublessee shall fail to remove any of SubtenantSublessee’s personal property from the Subleased Premises, such property shall be deemed abandoned (and Subtenant will be deemed to have relinquished all right, title and interest in such property)abandoned, and Sublandlord Sublessor is hereby authorized, without liability to Subtenant Sublessee for loss or damage thereto, at the sole risk of SubtenantSublessee, to (a) remove and store such property at SubtenantSublessee’s risk and expense; (b) retain such property, in which case all right, title and interest therein shall accrue to SublandlordSublessor; or, (c) sell such property and retain the proceeds from such sale; , or (d) otherwise dispose or destroy such property.