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 last 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 Sublessor shall not be liable to Sublessee by reason thereof except as otherwise set forth in this Sublease. Neither Sublessor nor Sublessee shall 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, 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 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, and 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 copy thereof to the other party. Further, 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 to Prime Lessor.

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 last 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 Sublessor shall not be liable to Sublessee by reason thereof except as otherwise set forth in this Sublease; provided, however, that the foregoing is subject to the terms of the Consent. Neither Sublessor nor Sublessee shall 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 Lease. Sublessor and Sublessee each shall defend, indemnify, indemnify and hold the other harmless from and against any and all claims, liabilities, losses, damages, and expenses (including reasonable attorneys’ attorneys fees) of any kind whatsoever by reason of any breach or default on the part of Sublessor or Sublessee (as 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, and 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 copy thereof to the other party. Further, 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 to Prime Lessor. Sublessor agrees not to amend, modify, surrender, cancel, or terminate the Prime Lease without Sublessee’s prior written consent, which consent shall not be unreasonably withheld by Sublessee; provided, however, that Sublessor may amend the Prime Lease without Sublessee’s prior written consent, but only if and to the extent that there is no adverse economic effect on Sublessee and the Subleased Premises and (ii) there is otherwise no material adverse effect as to non-economic terms and conditions in the Prime Lease on Sublessee and the Subleased Premises (and if there is any such permitted amendment to the Prime Lease, Sublessor shall promptly provide Sublessee with a copy of any such executed amendment).

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 last day of the Term of this Sublease (as the case may be)Expiration Date, this Sublease shall thereupon automatically terminate as to the premises demised under the Prime Lease and Sublessor shall not be liable to Sublessee by reason thereof except as otherwise set forth in this Sublease. Neither the event of a breach by Sublessor nor Sublessee shall 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, 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 the case may be) by reason of which the Prime Lease may be terminated or forfeited. Sublessor shall perform all of its obligations under Paragraph 12 hereof; provided, however, that Sublessor agrees that so long as Sublessee is not in default hereunder beyond any applicable cure periods, Sublessor shall not voluntarily surrender the Prime Lease except in accordance with the Prime Lease in the event of a taking or casualty. Notwithstanding the foregoing, if the Prime Lease gives 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 Sublessor shall not constitute a default or breach hereunder. 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 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 and the Prime Lease, and agrees to keep and maintain including without limitation Article 20 of the Prime Lease as incorporated herein by reference, including the Furniture, which shall be 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 same condition as at the date possession of the provisions Subleased Premises was delivered to Sublessee, reasonable wear and tear, alterations made by Sublessee in compliance herewith that Sublessee is permitted to surrender, acts of the Prime LeaseGod, the party receiving such notice shall promptly give a copy thereof casualties, condemnations, hazardous materials not introduced to the other party. FurtherPremises by Sublessee, Sublessor its agents, employees or invitees and Sublessee each agrees to give to the other a copy acts of any notice of defaultSublessor, event of default, or otherwise under the Prime Lease that said party gives to Prime Lessor, Master Lessor or other occupants if the building (other than Sublessee, its agents, employees or invitees) and their respective agents, employees and contractors excepted.

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 last 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 Sublessor shall not be liable to Sublessee by reason thereof except as otherwise set forth in this Sublease; provided, however, that the foregoing is subject to the terms of the Consent. Neither Sublessor nor Sublessee shall 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 Lease. Sublessor and Sublessee each shall defend, indemnify, indemnify and hold the other harmless from and against any and all claims, liabilities, losses, damages, and expenses (including reasonable attorneys’ attorneys fees) of any kind whatsoever by reason of any breach or default on the part of Sublessor or Sublessee (as 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, and 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 copy thereof to the other party. Further, 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 to Prime Lessor. Sublessor agrees not to amend, modify, surrender, cancel, or terminate the Prime Lease without Sublessee’s prior written consent, which consent shall not be unreasonably withheld by Sublessee; provided, however, that Sublessor may amend the Prime Lease without Sublessee’s prior written consent, but only if and to the extent that (i) there is no adverse economic effect on Sublessee and the Subleased Premises and (ii) there is otherwise no material adverse effect as to non-economic terms and conditions in the Prime Lease on Sublessee and the Subleased Premises (and if there is any such permitted amendment to the Prime Lease, Sublessor shall promptly provide Sublessee with a copy of any such executed amendment).

Termination of Prime Lease. If for any reason the term of the Prime Lease shall terminate prior to the last day of the Term of this Sublease (as the case may be)Expiration Date, this Sublease shall thereupon automatically terminate as to the premises demised under the Prime Lease and Sublessor shall not be liable to Sublessee by reason thereof except thereof; provided, however, that Sublessor agrees that so long as otherwise set forth Sublessee is not in this Sublease. Neither default hereunder, Sublessor nor Sublessee shall do or permit anything to be done which would cause not voluntarily surrender the Prime Lease Lease, except in accordance with rights expressly reserved 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, 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 the case may be) by reason of which the Prime Lease may be terminated or forfeited. Sublessor shall perform all of its obligations “Tenant” under the Prime Lease, including, without limitation, such rights as are available under Articles 9 and agrees to keep and maintain 10 of the Prime Lease in full force and effect. In the event that either of a taking or casualty. Notwithstanding the foregoing, if the Prime Lease gives 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 Sublessor shall not constitute a default or breach hereunder. Nothing herein shall prevent an assignment of the Prime Lease or the subleasing of additional space covered by the Prime Lease to any third parties and in no event shall Sublessor have any liability to 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 receive (i) remove and restore any notice from Prime Lessor regarding a default pursuant and all signage it may have installed and such alterations, installations, additions and improvements as Sublessor may have specified at the time Sublessor consented to any of the same and (ii) at once surrender and deliver the Subleased Premises, the Furniture and the Systems in the condition and repair required by, and in accordance with the provisions of of, this Sublease and the Prime Lease, including without limitation Section 6.1(h) of the party receiving 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 Sublessee shall fail to remove any of Sublessee’s property from the Subleased Premises, such notice property shall promptly give a copy thereof be deemed abandoned, and Sublessor is hereby authorized, without liability to Sublessee for loss or damage thereto, at the other party. Furthersole risk of Sublessee, Sublessor to (a) remove and Sublessee each agrees store such property at Sublessee’s expense; (b) retain such property, in which case all right, title and interest therein shall accrue to give to Sublessor; or, (c) sell such property and retain the other a copy of any notice of default, event of defaultproceeds from such sale, or otherwise under the Prime Lease that said party gives to Prime Lessordispose or destroy such property.