Terms of Xxxxxxxxx. (a) Except as herein otherwise expressly provided, all of the terms, provisions, covenants and conditions of the Xxxxxxxxx are incorporated herein by reference and hereby made a part of and are superior to this Sublease, provided that in construing such terms, provisions, covenants and conditions of the Xxxxxxxxx as incorporated herein, the term “Landlord” as used in the Xxxxxxxxx shall refer to Sublandlord hereunder and its successors and assigns; the term “Tenant” as used in the Xxxxxxxxx shall refer to Subtenant hereunder; and the term “Premises” shall refer to the Subleased Premises. Subtenant shall be obligated, however, to pay only the Rent and Security Deposit provided for in this Sublease and not the amounts of rent, rental escalations and security deposit provided to be paid by Sublandlord under the Xxxxxxxxx (but Subtenant shall pay the Additional Rent under Section 5 of this Sublease, even if such Additional Rent may also constitute additional rent under the Xxxxxxxxx, subject, however, to the limitations specified in Section 5 of this Sublease). In addition, any provisions in the Xxxxxxxxx allowing or purporting to allow Sublandlord any rent concessions or abatements or construction or improvements allowances, or granting Sublandlord any option or right to expand the Premises under the Xxxxxxxxx, extend the term of the Xxxxxxxxx or any other option, shall not apply to this Sublease. Notwithstanding anything to the contrary contained herein, the following provisions of the Xxxxxxxxx shall not apply to Subtenant: Summary of Basic Terms Sections 2, 3A, 3D, 4A, 4B, 5A, 5B, 5C, 7, 9, 12, 13A. Lease Sections 2.5, 2.4(b), 2.4(c), the first sentence of Section 3.1(b) (but only to the extent that Subtenant shall be obligated to pay to Sublandlord the fee described therein, which Subtenant shall pay if demanded by Overlandlord or charged to Sublandlord as Tenant under this paragraph of the Xxxxxxxxx), 3.1(c) (to the extent that an “Excess Improvements Allowance” is to be repaid by Tenant by an increase in Base Rent), 3.1(d) (to the extent that Section 3.1(d) shall be construed as allowing any pre-Term occupancy by Subtenant), 3.1(e) (to the extent of designations of representatives), 3.1(f) and 4.1. (b) As between the parties hereto, Subtenant, with respect to the Subleased Premises, hereby assumes all of the obligations of Sublandlord, as Tenant, under the Xxxxxxxxx applicable during the Term and during any period before or after the Term during which Subtenant occupies the Subleased Premises. To the extent practicable, Subtenant shall perform affirmative covenants which are also covenants of Sublandlord under the Xxxxxxxxx at least five (5) business days prior to the date when Sublandlord’s performance is required under the
Appears in 2 contracts
Samples: Sublease Agreement (Genocea Biosciences, Inc.), Sublease Agreement (Genocea Biosciences, Inc.)
Terms of Xxxxxxxxx. (a) Except as herein expressly otherwise expressly providedprovided in this Section 11 and in Sections 12, 13, 14, and 15, as between the parties hereto, all of the terms, provisions, covenants and conditions of the Xxxxxxxxx are incorporated herein by reference and hereby made a part of this Sublease. However, for purposes of such incorporation by reference, all references to Landlord and are superior Tenant shall be deemed references to Sublandlord and Subtenant, respectively, all references to the Premises or the Demised Premises shall be deemed references to the Premises as defined in this Sublease, provided that in construing such terms, provisions, covenants and conditions of the Xxxxxxxxx as incorporated herein, the term “Landlord” as used in the Xxxxxxxxx shall refer all references to Sublandlord hereunder and its successors and assigns; the term “Tenant” as used in the Xxxxxxxxx shall refer to Subtenant hereunder; and the term “Premises” shall refer to the Subleased Premises. Subtenant shall be obligated, however, to pay only the Rent and Security Deposit provided for in this Sublease and not the amounts of rent, rental escalations and security deposit provided to be paid by Sublandlord under the Xxxxxxxxx (but Subtenant shall pay the Additional Rent under Section 5 of this Sublease, even if such Additional Rent may also constitute additional rent under the Xxxxxxxxx, subject, however, to the limitations specified in Section 5 of this Sublease). In addition, any provisions in the Xxxxxxxxx allowing or purporting to allow Sublandlord any rent concessions or abatements or construction or improvements allowances, or granting Sublandlord any option or right to expand the Premises under the Xxxxxxxxx, extend the term of the Xxxxxxxxx or any other option, shall not apply be deemed references to the term of this Sublease. Notwithstanding anything to the contrary contained herein, the following provisions of the Xxxxxxxxx shall not apply to Subtenant: Summary of Basic Terms Sections 2, 3A, 3D, 4A, 4B, 5A, 5B, 5C, 7, 9, 12, 13A. Lease Sections 2.5, 2.4(b), 2.4(c), the first sentence of Section 3.1(b) (but only to the extent that Subtenant shall be obligated entitled to pay the same notice and cure periods, less three (3) business days, as Sublandlord is afforded pursuant to Sections 19.1.1, 19.1.2 and 19.1.3 of the Xxxxxxxxx. Any notice right provided to Subtenant under this Section 11 is to be provided by Sublandlord; Overlandlord does not have any obligation to notify Subtenant if notice under the Xxxxxxxxx is delivered to Sublandlord in accordance therewith. Sublandlord shall have all of the fee described therein, which rights of the Overlandlord under the Xxxxxxxxx as against Subtenant and Subtenant shall pay if demanded by Overlandlord or charged be entitled to all the rights and privileges conferred on Sublandlord as Tenant under this paragraph of the Xxxxxxxxx), 3.1(c) (to the extent that an “Excess Improvements Allowance” is to be repaid by Tenant by an increase in Base Rent)and, 3.1(d) (to the extent that Section 3.1(d) shall be construed as allowing any pre-Term occupancy by Subtenant), 3.1(e) (to the extent of designations of representatives), 3.1(f) and 4.1.
(b) As between the parties hereto, Subtenant, with respect Subtenant agrees to the Subleased Premises, hereby assumes observe and perform all of the obligations of terms, covenants and conditions on Sublandlord, as Tenant, ’s part to be observed and performed under the Xxxxxxxxx applicable during the Term and during any period before or after the Term during which Subtenant occupies the Subleased Premises. To the extent practicableXxxxxxxxx, Subtenant shall perform affirmative covenants which are also covenants of Sublandlord under the Xxxxxxxxx at least five (5) business days prior to the date when Sublandlord’s performance is required under theexcept as otherwise provided in this Sublease.
Appears in 1 contract
Terms of Xxxxxxxxx. (a) Except as herein expressly otherwise provided in this Sublease and except to the extent that they are otherwise expressly providedmodified or eliminated by the terms of this Sublease, as between the parties hereto, all of the terms, provisions, covenants and conditions of the Xxxxxxxxx are incorporated herein by reference and hereby made a part of this Sublease. However, for purposes of such incorporation by reference, all references to Landlord and are superior Tenant shall be deemed references to Sublandlord and Subtenant, respectively, (provided, however, that “Landlord” shall not be deemed to refer to Sublandlord where the context requires “Landlord” to refer to Overlandlord and not Sublandlord in order to be consistent with the express terms and conditions of this Sublease, provided that including without limitation with respect to provision of the services described in construing such termsSection 9 of the Xxxxxxxxx), provisionsall references to the Premises, covenants and conditions the Principal Premises the Storage Premises and/or the PH Systems Premises shall be deemed references to the Sublease Premises hereunder, all references to the term of the Xxxxxxxxx as incorporated herein, shall be deemed references to the term Term of this Sublease and all references to “Landlord” as used in the Xxxxxxxxx shall refer to Sublandlord hereunder and its successors and assigns; the term “Tenant” as used in the Xxxxxxxxx shall refer to Subtenant hereunder; and the term “PremisesExhibit 7” shall refer be deemed references to Exhibit C attached hereto. Sublandlord shall give Subtenant, within two (2) business days following Sublandlord’s receipt of the same, written notices of any kind, including default notices, received by Sublandlord with respect to the Subleased Sublease Premises. Subtenant shall be obligatedentitled to the same notice and cure periods as Sublandlord is afforded under the Xxxxxxxxx; provided, howeverthat, in the event Subtenant receives from Sublandlord any notice to pay only cure any non-monetary default hereunder or under the Rent Xxxxxxxxx for which Subtenant is responsible, which notice is based on a notice sent to Sublandlord by Overlandlord pursuant to the Xxxxxxxxx, Subtenant shall cure such condition on or prior to the later of (a) seven (7) days following Subtenant’s receipt of notice from Sublandlord; or (b) three (3) days prior to the time required of Sublandlord by Overlandlord for the cure thereof. For all monetary defaults hereunder or under the Xxxxxxxxx for which Subtenant is responsible and Security Deposit provided for which Subtenant has received notice regarding such default, Subtenant shall cure such condition on or prior to three (3) days following receipt of notice. Sublandlord shall have all of the rights of the Overlandlord under the Xxxxxxxxx as against Subtenant and, as between the parties hereto, Subtenant agrees to observe and perform all of the terms, covenants and conditions on Sublandlord’s part to be observed and performed under the Xxxxxxxxx to the extent incorporated herein. Any right of Overlandlord of access or inspection and any right of Overlandlord to do work in the Lease Premises demised under the Xxxxxxxxx or in the Science Building and any right of Overlandlord in respect of changing the name and/or address of the Science Building and any right of Overlandlord in respect of rules and regulations shall be deemed to inure to the benefit of Sublandlord, Overlandlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease and Sublease. Sublandlord hereby agrees that without first obtaining Subtenant’s written consent thereto, Sublandlord shall not enter into any modification of the amounts Xxxxxxxxx or breach, default or fail to perform any obligation of rent, rental escalations and security deposit provided to be paid by Sublandlord under the Xxxxxxxxx (but except for such obligations assumed by Subtenant shall pay the Additional Rent under Section 5 hereunder or for which Sublandlord has otherwise been relieved of this Sublease, even if such Additional Rent may also constitute additional rent under the Xxxxxxxxx, subject, however, to the limitations specified in Section 5 of this Sublease). In addition, any provisions in the Xxxxxxxxx allowing or purporting to allow Sublandlord any rent concessions or abatements or construction or improvements allowances, or granting Sublandlord any option or right to expand the Premises under the Xxxxxxxxx, extend the term of the Xxxxxxxxx or any other option, shall not apply responsibility pursuant to this Sublease. Notwithstanding anything ) which would result in a change in the rights, obligations and liabilities of, and/or services provided to Subtenant hereunder, or any termination of the contrary contained herein, the Xxxxxxxxx.
(b) The following provisions of the Xxxxxxxxx shall are expressly not apply to Subtenantincorporated into this Sublease: Summary Section 1.2, the first sentence of Basic Terms Sections 2, 3A, 3D, 4A, 4B, 5A, 5B, 5C, 7, 9, 12, 13A. Lease Sections 2.5, 2.4(bthe second paragraph of Section 1.3(b) (only commencing with “other than to” until the end of the sentence), 2.4(cthe last sentence of Section 1.5, Section 2.2, Section 3, the second sentence of Section 5.3, Section 7.6, the second sentence of Section 9.2 (provided, however, that, at Subtenant’s request, Sublandlord shall request the back-up documentation described in Section 9.2 from Overlandlord), Section 9.5, the first sentence of Section 3.1(b) (but only 9.6, Section 9.7, Section 10.2, Section 13.1, Section 13.3 the second sentence of Section 13.6, Section 13.7, Section 14.7, Section 15.1, Section 15.2(b), any right of Subtenant to terminate this Sublease that would arise out of the incorporation of Section 15.2(c), the last sentence of Section 19.1, Section 20.4, Section 20.9, Section 21.3, Section 21.1(a), Section 21.1(b), Section 22.1, Section 25.3, the first sentence of Section 25.9, any provision of Section 25.9 that would limit Subtenant’s liability for consequential or incidental damages or for lost profits in connection with this Sublease to the extent that Subtenant may be liable for consequential or incidental damages or for lost profits pursuant to the express terms of the Xxxxxxxxx (as incorporated herein by reference) or this Sublease, Exhibit 3, Exhibit 5, Exhibit 7, Exhibit 11 and Exhibit 12. Any references to “Base Rent” in the included provisions are for definitional purposes only and nothing contained herein shall be obligated obligate Subtenant to pay both the Base Rent as under the Xxxxxxxxx documents, and as required in this Sublease. Subtenant acknowledges that it has reviewed the Xxxxxxxxx attached hereto and made a part hereof as Exhibit B, and that it is familiar with the contents thereof.
(c) Subtenant covenants and agrees that it shall neither do nor permit anything to Sublandlord be done which would cause a default under the fee described thereinXxxxxxxxx, which or termination or forfeiture by reason of any right of termination or forfeiture, reserved or vested in the Overlandlord under the Xxxxxxxxx, and Subtenant shall pay if demanded indemnify, defend and hold Sublandlord harmless from and against all claims of any kind whatsoever by reason of breach or default on the part of Subtenant, or termination or forfeiture which is the consequence of any such breach or default.
(d) Notwithstanding anything to the contrary set forth in Section 4.4 of the Xxxxxxxxx, as incorporated herein by reference, Sublandlord shall use commercially reasonable efforts to afford Subtenant the benefit of any MWRA Permit previously secured by Overlandlord or charged Sublandlord in connection with the Lease Premises to Sublandlord as Tenant under this paragraph the fullest extent permitted by applicable law; provided, however, that Subtenant shall, on and after February 1, 2018 and for the duration of the Xxxxxxxxx)Term, 3.1(c) (be required to the extent that obtain and maintain an “Excess Improvements Allowance” is to be repaid by Tenant by an increase in Base Rent), 3.1(d) (to the extent that Section 3.1(d) shall be construed as allowing any pre-Term occupancy by Subtenant), 3.1(e) (to the extent of designations of representatives), 3.1(f) and 4.1.
(b) As between the parties hereto, Subtenant, MWRA Permit with respect to the Subleased Premises, hereby assumes all of the obligations of Sublandlord, as Tenant, under the Xxxxxxxxx applicable during the Term and during any period before or after the Term during which Subtenant occupies the Subleased Premises. To the extent practicable, Subtenant shall perform affirmative covenants which are also covenants of Sublandlord under the Xxxxxxxxx at least five (5) business days prior Sublease Premises issued to the date when Sublandlord’s performance is required under theSubtenant.
Appears in 1 contract
Terms of Xxxxxxxxx. (a) Except as herein otherwise expressly provided, all of the terms, provisions, covenants and conditions of the Xxxxxxxxx are incorporated herein by reference and hereby made a part of and are superior to this Sublease, provided that in construing such terms, provisions, covenants and conditions of the Xxxxxxxxx as incorporated herein, the term “Landlord” as used in the Xxxxxxxxx shall refer to Sublandlord hereunder and its successors and assigns; the term “Tenant” as used in the Xxxxxxxxx shall refer to Subtenant hereunder; and the term “Premises” shall refer to the Subleased Premises. Subtenant shall be obligated, however, to pay only the Rent Rent, Letter of Credit and Security Deposit provided for in this Sublease and not the amounts of rent, rental escalations and security deposit deposit, if any, provided to be paid by Sublandlord under the Xxxxxxxxx (but Subtenant shall pay the Additional Rent under Section 5 of this Sublease, even if such Additional Rent may also constitute additional rent under the Xxxxxxxxx, subject, however, to the limitations specified in Section 5 of this Sublease). In addition, any provisions in the Xxxxxxxxx allowing or purporting to allow Sublandlord any rent concessions or abatements or construction or improvements allowances, or granting Sublandlord any option or right to expand the Premises under the XxxxxxxxxMain Premises, extend the term of the Xxxxxxxxx or any other option, shall not apply to this Sublease. Notwithstanding anything , except that Subtenant shall receive the benefit of any abatement received by Sublandlord under Section 9.6(b) of the Xxxxxxxxx, to the contrary contained hereinextent that any Affected Portion includes the Subleased Premises. In addition, the following provisions of the Xxxxxxxxx shall not apply be applicable to Subtenantthis Sublease: Summary of Basic Terms Sections 21.2, 3A, 3D, 4A, 4B, 5A, 5B, 5C, 7, 9, 12, 13A. Lease Sections 2.5, 2.4(b1.4(c), 2.4(c5.2(1), the first sentence of Section 3.1(b9.6(b) (but only except to the extent that Subtenant shall be obligated to pay to Sublandlord any Affected Portion includes the fee described therein, which Subtenant shall pay if demanded by Overlandlord or charged to Sublandlord as Tenant under this paragraph of the XxxxxxxxxSubleased Premises), 3.1(c12.1, Sections 12.3, 13.2, 13.7, 14.1(e), 14.2(b), 15.2(b) 15.2(c), 20.9(b), 25.15, the right to record a Notice of Lease pursuant to Section 1.3, any rights in Parking Spaces under Section 1.4(b) except as expressly set forth in this Sublease, Articles 3 (except to the extent that an “Excess Improvements Allowance” is to be repaid by Tenant by an increase in Base Rent), 3.1(d) (expressly incorporated herein with respect to the extent that Section 3.1(d) shall be construed as allowing any pre-Term occupancy by Subtenant), 3.1(e) (to the extent of designations of representatives), 3.1(fSubleased Premises Work) and 4.16, the last paragraph of Section 10.2, the provisions of Section 11.1 and the remainder of the Xxxxxxxxx applicable to Permitted Alterations, clause (i) of Section 15.5, the last two sentences of Section 17.8, any rights provided to Sublandlord with respect to Permitted Transfers and Working Partnerships, generally, and Sections 3, 5, or 7 of the Second Amendment.
(b) As between the parties hereto, Subtenant, with respect to the Subleased Premises, hereby assumes all of the obligations of Sublandlord, as Tenant, under the Xxxxxxxxx applicable during Xxxxxxxxx, including, without limitation, all defense, indemnification and hold harmless obligations, and Subtenant shall perform all such obligations so assumed for the benefit of both Sublandlord and Overlandlord with respect to this Sublease, the Subleased Premises and the Term and during hereunder. Subtenant shall not commit any period before act or after omission which would violate any term or condition of the Term during which Subtenant occupies the Subleased PremisesXxxxxxxxx. To the extent practicable, Subtenant shall perform affirmative covenants which are also covenants of Sublandlord under the Xxxxxxxxx at least five (5) business days prior to the date when Sublandlord’s performance is required under thethe Xxxxxxxxx. Without limiting the generality of the foregoing, Subtenant shall be responsible for all maintenance, repairs and replacements to the Subleased Premises and its equipment to the extent Sublandlord is obligated to perform the same under the Xxxxxxxxx, and Subtenant shall comply with any and all local, state and federal laws, ordinances, rules and regulations, including but not limited to, Environmental Laws (defined below), building and zoning laws, ordinances and regulations, laws, rules, orders, and regulations of all applicable governmental authorities and, without limitation, all other “laws, “Legal Requirements” and the like however defined in the Xxxxxxxxx (collectively, “Legal Requirements”) applicable to the Subleased Premises or to Subtenant’s particular use or manner of use thereof or of the Building and land of which the Subleased Premises are a part, including laws governing handicapped access or architectural barriers. In the event Subtenant desires to take any action and the Xxxxxxxxx would require Sublandlord to obtain the consent of Overlandlord before undertaking any such action of the same kind, Subtenant shall not undertake the same without the prior written consent of Sublandlord and Overlandlord, and Sublandlord may condition its consent upon the receipt of Overlandlord’s consent to same. Sublandlord shall have all of the rights and remedies of Overlandlord under the Xxxxxxxxx as against Subtenant.
(c) Notwithstanding anything to the contrary, Sublandlord does not assume any obligation to perform the provisions of the Xxxxxxxxx to be performed by Overlandlord (including, without limitation, the provision or performance of utilities, services, improvements, allowances, maintenance or repairs) and Sublandlord is not making the same representations and warranties, or agreements to indemnify, defend or hold harmless, if any, made by Overlandlord in the Xxxxxxxxx. Sublandlord shall not be liable to Subtenant for any default, failure or delay on the part of Overlandlord in the performance or observance by Overlandlord of any of its obligations under the Xxxxxxxxx, nor shall such default by Overlandlord affect this Sublease or waive or defer the performance of any of Subtenant’s obligations hereunder, except to the extent that such default by Overlandlord excuses performance of Sublandlord under the Xxxxxxxxx. Sublandlord shall reasonably cooperate with Subtenant, at no cost to Sublandlord, in seeking to obtain the performance of Overlandlord pursuant to the Xxxxxxxxx. However, such cooperation shall not require Sublandlord to litigate or pursue other proceedings. Subtenant shall not receive any abatement of Rent under this Sublease because of Overlandlord’s failure to perform any of its obligations under the Xxxxxxxxx, except that if Sublandlord receives an abatement of rent from Overlandlord relating to the Subleased Premises, Subtenant shall receive a proportionate benefit of such abatement of rent to the extent same is allocable to Rent payable hereunder.
(d) Sublandlord represents and warrants that it has provided Subtenant with a true and correct redacted copy of the Xxxxxxxxx (including all amendments and other agreements affecting Sublandlord’s occupancy) attached to this Sublease as Schedule 32, and Subtenant represents and warrants that it has reviewed the same, and that it is familiar with the contents thereof. Subtenant further acknowledges and understands that notwithstanding anything to the contrary herein, in the event that the Xxxxxxxxx is terminated for any reason, this Sublease shall also be automatically and simultaneously terminated (except as may otherwise be provided in Overlandlord’s consent), and thereupon Subtenant shall vacate and surrender the Subleased Premises in accordance with all terms of the Xxxxxxxxx and this Sublease.
(e) If the Xxxxxxxxx terminates, this Sublease shall terminate (except as may otherwise be provided in Overlandlord’s consent) and the parties shall be relieved of any further liability or obligation under this Sublease other than any obligations that expressly survive a termination of this Sublease by its terms; provided, also, that if the Xxxxxxxxx terminates as a result of a default or breach by Subtenant under this Sublease, then Subtenant shall be liable to Sublandlord for the damages suffered as a result of such termination. If the Subleased Premises are damaged or destroyed and Overlandlord exercises any option Overlandlord may have to terminate the Xxxxxxxxx, this Sublease shall terminate as of the date of the termination of the Xxxxxxxxx. If the Xxxxxxxxx gives Sublandlord any right to terminate the Xxxxxxxxx in the event of the partial or total damage, destruction, or condemnation of the Main Premises or the building or project of which the Main Premises are a part, the exercise of such right by Sublandlord shall not constitute a default or breach hereunder, and upon such exercise this Sublease shall also be automatically and simultaneously terminated and thereupon Subtenant shall vacate and surrender the Subleased Premises in accordance with all terms of the Xxxxxxxxx and this Sublease and thereafter the parties shall be relieved of any further liability or obligation under this Sublease other than any obligation that expressly survives a termination of this Sublease by its terms.
Appears in 1 contract
Terms of Xxxxxxxxx. (a) Except as herein otherwise expressly provided, all of the terms, provisions, covenants and conditions of the Xxxxxxxxx are incorporated herein by reference and hereby made a part of and are superior to this Sublease, provided that in construing such terms, provisions, covenants and conditions of the Xxxxxxxxx as incorporated herein, the term “"Landlord” " as used in the Xxxxxxxxx shall refer to Sublandlord hereunder and its successors and assigns; the term “"Tenant” " as used in the Xxxxxxxxx shall refer to Subtenant hereunder; and the term “"Premises” " shall refer to the Subleased Premises. Subtenant shall be obligated, however, to pay only the Rent Rent, Letter of Credit and Security Deposit provided for in this Sublease and not the amounts of rent, rental escalations and security deposit deposit, if any, provided to be paid by Sublandlord under the Xxxxxxxxx (but Subtenant shall pay the Additional Rent under Section 5 of this Sublease, even if such Additional Rent may also constitute additional rent under the Xxxxxxxxx, subject, however, to the limitations specified in Section 5 of this Sublease). In addition, any provisions in the Xxxxxxxxx allowing or purporting to allow Sublandlord any rent concessions or abatements or construction or improvements allowances, or granting Sublandlord any option or right to expand the Premises under the XxxxxxxxxMain Premises, extend the term of the Xxxxxxxxx or any other option, shall not apply to this Sublease. Notwithstanding anything , except that Subtenant shall receive the benefit of any abatement received by Sublandlord under Section 9.6(b) of the Xxxxxxxxx, to the contrary contained hereinextent that any Affected Portion includes the Subleased Premises. In addition, the following provisions of the Xxxxxxxxx shall not apply be applicable to Subtenantthis Sublease: Summary Sections 1.2, 1.4(c), 5.2(1), 9.6(b) (except to the extent any Affected Portion includes the Subleased Premises), 12.1, Sections 12.3, 13.2, 13.7, 14.l(e), 14.2(b), 15.2(b) 15.2(c), 20.9(b), 25.15, the right to record a Notice of Basic Terms Lease pursuant to Section 1.3, any rights in Parking Spaces under Section 1.4(b) except as expressly set forth in this Sublease, Articles 3 (except to the extent expressly incorporated herein with respect to the Subleased Premises Work) and 6, the last paragraph of Section 10.2, the provisions of Section 11.1 and the remainder of the Xxxxxxxxx applicable to Permitted Alterations, clause (i) of Section 15.5, the last two sentences of Section 17.8, any rights provided to Sublandlord with respect to Permitted Transfers and Working Partnerships, generally, Sections 2, 3A3, 3D5, 4A, 4B, 5A, 5B, 5C, 7, 9, 12, 13A. Lease Sections 2.5, 2.4(b), 2.4(c), the first sentence of Section 3.1(b) (but only to the extent that Subtenant shall be obligated to pay to Sublandlord the fee described therein, which Subtenant shall pay if demanded by Overlandlord or charged to Sublandlord as Tenant under this paragraph 7 of the Xxxxxxxxx)Second Amendment, 3.1(c) (to and Sections 2 and 3 of the extent that an “Excess Improvements Allowance” is to be repaid by Tenant by an increase in Base Rent), 3.1(d) (to the extent that Section 3.1(d) shall be construed as allowing any pre-Term occupancy by Subtenant), 3.1(e) (to the extent of designations of representatives), 3.1(f) and 4.1Third Amendment.
(b) As between the parties hereto, Subtenant, with respect to the Subleased Premises, hereby assumes all of the obligations of Sublandlord, as Tenant, under the Xxxxxxxxx applicable during Xxxxxxxxx, including, without limitation, all defense, indemnification and hold harmless obligations, and Subtenant shall perform all such obligations so assumed for the benefit of both Sublandlord and Overlandlord with respect to this Sublease, the Subleased Premises and the Term and during hereunder. Subtenant shall not commit any period before act or after omission which would violate any term or condition of the Term during which Subtenant occupies the Subleased PremisesXxxxxxxxx. To the extent practicable, Subtenant shall perform affirmative covenants which are also covenants of Sublandlord under the Xxxxxxxxx at least five (5) business days prior to the date when Sublandlord’s 's performance is required under thethe Xxxxxxxxx. Without limiting the generality of the foregoing, Subtenant shall be responsible for all maintenance, repairs and replacements to the Subleased Premises and its equipment to the extent Sublandlord is obligated to perform the same under the Xxxxxxxxx, and Subtenant shall comply with any and all local, state and federal laws, ordinances, rules and regulations, including but not limited to, Environmental Laws (defined below), building and zoning laws, ordinances and regulations, laws, rules, orders, and regulations of all applicable governmental authorities and, without limitation, all other "laws, "Legal Requirements" and the like however defined in the Xxxxxxxxx (collectively, "Legal Requirements") applicable to the Subleased Premises or to Subtenant's particular use or manner of use thereof or of the Building and land of which the Subleased Premises are a part, including laws governing handicapped access or architectural barriers. In the event Subtenant desires to take any action and the Xxxxxxxxx would require Sublandlord to obtain the consent of Overlandlord before undertaking any such action of the same kind, Subtenant shall not undertake the same without the prior written consent of Sublandlord and Overlandlord, and Sublandlord may condition its consent upon the receipt of Overlandlord's consent to same. Sublandlord shall have all of the rights and remedies of Overlandlord under the Xxxxxxxxx as against Subtenant.
(c) Notwithstanding anything to the contrary, Sublandlord does not assume any obligation to perform the provisions of the Xxxxxxxxx to be performed by Overlandlord (including, without limitation, the provision or performance of utilities, services, improvements, allowances, maintenance or repairs) and Sublandlord is not making the same representations and warranties, or agreements to indemnify, defend or hold harmless, if any, made by Overlandlord in the Xxxxxxxxx. Sublandlord shall not be liable to Subtenant for any default, failure or delay on the part of Overlandlord in the performance or observance by Overlandlord of any of its obligations under the Xxxxxxxxx, nor shall such default by Overlandlord affect this Sublease or waive or defer the performance of any of Subtenant's obligations hereunder, except to the extent that such default by Overlandlord excuses performance of Sublandlord under the Xxxxxxxxx. Sublandlord shall reasonably cooperate with Subtenant, at no cost to Sublandlord, in seeking to obtain the performance of Overlandlord pursuant to the Xxxxxxxxx. However, such cooperation shall not require Sublandlord to litigate or pursue other proceedings. Subtenant shall not receive any abatement of Rent under this Sublease because of Overlandlord's failure to perform any of its obligations under the Xxxxxxxxx, except that if Sublandlord receives an abatement of rent from Overlandlord relating to the Subleased Premises, Subtenant shall receive a proportionate benefit of such abatement of rent to the extent same is allocable to Rent payable hereunder.
(d) Sublandlord represents and warrants that it has provided Subtenant with a true and correct redacted copy of the Xxxxxxxxx (including all amendments and other agreements affecting Sublandlord's occupancy) attached to this Sublease as Schedule 32, and Subtenant represents and warrants that it has reviewed the same, and that it is familiar with the contents thereof. Subtenant further acknowledges and understands that notwithstanding anything to the contrary herein, in the event that the Xxxxxxxxx is terminated for any reason, this Sublease shall also be automatically and simultaneously terminated (except as may otherwise be provided in Overlandlord's consent), and thereupon Subtenant shall vacate and surrender the Subleased Premises in accordance with all terms of the Xxxxxxxxx and this Sublease.
(e) If the Xxxxxxxxx terminates, this Sublease shall terminate (except as may otherwise be provided in Overlandlord's consent) and the parties shall be relieved of any further liability or obligation under this Sublease other than any obligations that expressly survive a termination of this Sublease by its terms; provided, also, that if the Xxxxxxxxx terminates as a result of a default or breach by Subtenant under this Sublease, then Subtenant shall be liable to Sublandlord for the damages suffered as a result of such termination. If the Subleased Premises are damaged or destroyed and Overlandlord exercises any option Overlandlord may have to terminate the Xxxxxxxxx, this Sublease shall terminate as of the date of the termination of the Xxxxxxxxx. If the Xxxxxxxxx gives Sublandlord any right to terminate the Xxxxxxxxx in the event of the partial or total damage, destruction, or condemnation of the Main Premises or the building or project of which the Main Premises are a part, the exercise of such right by Sublandlord shall not constitute a default or breach hereunder, and upon such exercise this Sublease shall also be automatically and simultaneously terminated and thereupon Subtenant shall vacate and surrender the Subleased Premises in accordance with all terms of the Xxxxxxxxx and this Sublease and thereafter the parties shall be relieved of any further liability or obligation under this Sublease other than any obligation that expressly survives a termination of this Sublease by its terms.
Appears in 1 contract
Samples: Assignment of Sublease and Sub Sublease (CRISPR Therapeutics AG)
