The Lease. (a) Sublessor represents and warrants that it has full right, power and authority under the Lease to enter into this Sublease Agreement, subject to Lessor's consent. (b) Except for Paragraphs 2, 3(d), 3(e), 5, 9, (proviso at the end of the fourth senxxxxx), 00 (xxxxxx xxx xxxx xxxxxxxxx xx Paragraph 10, which is incorporated) 14, the third, fourth and fifth paragraphs of Paragraph 15, Paragraphs 26, 31, 41, 42, 43 and 44, and Exhibits B, B-1 and C of the Lease, and to the extent not otherwise ixxxxxxxxxxx xxxh the agreements expressed in this Sublease Agreement or applicable only to the original parties to the Lease, the terms, provisions, covenants and conditions of the Lease are hereby incorporated herein by reference, modified by the terms of this Sublease or otherwise as appropriate in the circumstances so as to make such incorporated terms, provisions, covenants and conditions applicable only to the subleasing hereunder by Sublessee of the Subleased Premises. For the avoidance of doubt and in furtherance of the foregoing: (i) Sublessor shall perform its covenants and obligations under the Lease which do not require for their performance possession of the Subleased Premises (including, without limitation, the obligation to maintain in full force and effect all insurance required of Sublessor as "tenant" under the Lease) and which are not otherwise to be performed by Sublessee on behalf of Sublessor; and (ii) Sublessee shall perform all affirmative covenants, and shall refrain from performing any act which is prohibited by the negative covenants, of the Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Subleased Premises. Subject to the foregoing, Sublessee shall be subject to, bound by and comply with all of said terms, provisions, covenants and conditions of the Lease with respect to the Subleased Premises, shall satisfy same in accordance with the Lease in favor and for the benefit of both Sublessor and Lessor, and shall not do, suffer or permit anything to be done which might result in an event of default under the Lease or cause the Lease to be terminated or forfeited, it being understood and agreed that wherever in the Lease the word "Tenant" appears, for the purposes of this Sublease Agreement the word "Sublessee" shall be substituted, and wherever in the Lease the word "Landlord" appears, for the purposes of this Sublease Agreement, the word "Lessor" (and, as applicable hereunder, "Sublessor") shall be substituted; that Sublessor shall have and may exercise all rights and remedies granted to Lessor by the Lease; and that, without limitation of the foregoing or any other rights and remedies Sublessor has or may have, upon the breach of any of said terms, provisions, conditions or covenants of the Lease by Sublessee or upon the failure of Sublessee to pay Rent or comply with any of the terms, provisions, conditions or covenants of this Sublease Agreement, Sublessor may exercise any and all rights and remedies granted to Lessor by the Lease. In the event of any conflict between this Sublease Agreement and the Lease, the terms of this Sublease Agreement shall control (unless such conflict would cause a default under the Lease). Whenever the provisions of the Lease incorporated as provisions of this Sublease Agreement require the written consent of Lessor, said provisions shall be construed to require the written consent of both Lessor and Sublessor. Sublessee hereby acknowledges that it has read and is familiar with all the terms of the Lease, and agrees that this Sublease Agreement is subordinate and subject to the Lease and that any termination thereof shall likewise terminate this Sublease Agreement. In addition to the foregoing: (a) The exculpation and release of Sublessor and the indemnity in favor of Sublessor and Sublessor's agents and employees in Paragraph 11 of the Lease include, and Sublessor shall not be liable to Sublessee for, any injury, damage, loss, liability, claims, suits, costs, and expenses that would otherwise be covered by such Paragraph 11, EVEN IF THE FOREGOING RESULT FROM AND/OR ARE CAUSED IN PART OR WHOLE BY THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SUBLESSOR. (b) Sublessee does not require a Non-Disturbance Agreement pursuant to Paragraph 12 of the Lease. (c) The exculpation and release of Sublessor in Paragraph 19(c) of the Lease includes, and Sublessor shall not be liable to Sublessee for, any damages that would otherwise be covered by such Paragraph 19(c), EVEN IF THE FOREGOING RESULT FROM AND/OR CAUSED IN PART OR WHOLE BY THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SUBLESSOR. (d) The waiver of claims and subrogation in Paragraph 24 of the Lease include any rights of recovery, claim, action or cause of action that would otherwise be covered by such Paragraph 24, EVEN IF THE FOREGOING RESULT FROM AND/OR ARE CAUSED IN PART OR WHOLE BY THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE PARTY (PARTIES) BENEFITING FROM PARAGRAPH 24. (e) It shall be the obligation of Lessor (i) to provide or cause to be provided all services to be provided by Lessor under the terms of the Lease and (ii) to satisfy all obligations and covenants of Lessor made in the Lease. Sublessee acknowledges that Sublessor shall be under no obligation to provide any such services or satisfy any such obligations or covenants, subject to Section 4(c) below. (f) Sublessee's obligations with respect to maintenance, repair, and replacement (including, without limitation, those arising pursuant to Section 8(b) of the Lease, as incorporated herein) shall be limited to those items located on the interior of the Subleased Premises only, and shall specifically exclude, without limitation, those components of building-wide systems that are located within the Subleased Premises but which also serve the remaining portions of the Premises under the Lease.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Adams Laboratories, Inc.), Asset Purchase Agreement (Adams Respiratory Therapeutics, Inc.)
The Lease. (a) Sublessor represents and warrants Sublessee acknowledges that it has full right, power reviewed and authority under the Lease to enter into this Sublease Agreement, subject to Lessor's consent.
(b) Except for Paragraphs 2, 3(d), 3(e), 5, 9, (proviso at the end is familiar with all of the fourth senxxxxx)terms, 00 (xxxxxx xxx xxxx xxxxxxxxx xx Paragraph 10, which is incorporated) 14, the third, fourth covenants and fifth paragraphs of Paragraph 15, Paragraphs 26, 31, 41, 42, 43 and 44, and Exhibits B, B-1 and C conditions of the Lease, a copy of which is attached as Exhibit A hereto and to the extent not otherwise ixxxxxxxxxxx xxxh the agreements expressed in this Sublease Agreement or applicable only to the original parties to the Lease, made a part hereof. All of the terms, provisions, covenants and conditions of the Lease are hereby incorporated herein and made a part hereof as if set forth herein at length except Sublessee is not responsible for any default of payment of monthly base rent by referenceSublessor, modified by the terms of this Sublease or otherwise as appropriate described in the circumstances so Lease. Sublessee assumes and agrees, except as otherwise provided herein, to make such incorporated termsperform, provisions, covenants and conditions applicable only to the subleasing hereunder by Sublessee of the Subleased Premises. For the avoidance of doubt and in furtherance of the foregoing: (i) Sublessor shall perform its covenants and obligations under the Lease which do not require for their performance possession of the Subleased Premises (including, without limitation, the obligation to maintain in full force and effect all insurance required of Sublessor as "tenant" under the Lease) and which are not otherwise to be performed by Sublessee on behalf of Sublessor; and (ii) Sublessee shall perform all affirmative covenants, and shall refrain from performing any act which is prohibited by the negative covenants, of the Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Subleased Premises. Subject to the foregoing, Sublessee shall be subject to, bound by observe and comply with all of said the terms, provisions, covenants and conditions on the Lessee's part to be performed, observed and complied with under the Lease as the same may or shall relate to the occupancy of the Subleased Premises.
(b) Notwithstanding the foregoing, the following Sections of the Master Lease are expressly excluded from this Sublease: Sections 1, 2 and 23(a); Exhibit E, Sections 1, 2, and 3, Exhibit G and the Improvement Agreement; any provisions in the Lease allowing or purporting to allow Sublessor any rent concessions or abatements or construction allowances; and any provisions in the Lease conferring upon Sublessor any rights, privileges, or options or reservations in the Building except as may be provided herein.
(c) Without limiting the foregoing:
(i) If Sublessee desires to take any other action and the Lease would require that Sublessor obtain the consent of Lessor before undertaking any action of the same kind, Sublessee shall not undertake the same without the prior written consent of Sublessor. Sublessor may condition its consent on the consent of Lessor being obtained and may require Sublessee to contact Lessor directly for such consent;
(ii) All rights given to Lessor and its agents and representatives by the Lease to enter the Premises covered by the Lease shall inure to the benefit of Sublessor and their respective agents and representatives with respect to the Subleased Premises;
(iii) Sublessor shall also have all other rights, privileges, options, reservations and remedies granted or allowed to, or held by, Lessor under the Lease as same pertains to the Subleased Premises;
(iv) Sublessee shall maintain insurance of the kinds and in the amounts required to be maintained by Sublessor under the Lease. All policies of liability insurance shall name as additional insureds the Lessor and Sublessor and any other parties required under the Lease; and
(d) Notwithstanding anything contained herein or in the Lease which may appear to be to the contrary, Sublessor and Sublessee hereby agree as follows:
(i) Neither rental nor other payments hereunder shall xxxxx by reason of any damage to or destruction of the Subleased Premises, the furniture described herein, the premises subject to the Lease, or the Building or any part thereof, unless, and then only to the extent that, rental and such other applicable payments actually xxxxx under the Lease with respect to the Subleased Premises, shall satisfy same in accordance with the Lease in favor and for the benefit Premises on account of both Sublessor and Lessor, and such event;
(ii) Sublessee shall not dohave any right to any portion of the proceeds of any award for a condemnation or other taking, suffer or permit anything a conveyance in lieu thereof, of all or any portion of the Building, the premises subject to be done which might result in an event of default under the Lease or cause the Lease to be terminated or forfeited, it being understood and agreed that wherever in the Lease the word "Tenant" appears, for the purposes Subleased Premises by virtue of this Sublease Agreement the word "Sublessee" Agreement;
(iii) Sublessee shall be substituted, and wherever in the Lease the word "Landlord" appears, for the purposes of this Sublease Agreement, the word "Lessor" (and, as applicable hereunder, "Sublessor") shall be substituted; that not have any right to exercise or have Sublessor shall have and may exercise all rights and remedies granted to Lessor by any option under the Lease; and that, including, without limitation of limitation, any option to extend the foregoing or any other rights and remedies Sublessor has or may have, upon the breach of any of said terms, provisions, conditions or covenants term of the Lease by Sublessee or upon the failure of Sublessee to pay Rent or comply with any of the terms, provisions, conditions or covenants of this Sublease Agreement, Sublessor may exercise any and all rights and remedies granted to Lessor by the Lease. lease additional space; and
(iv) In the event of any conflict between this Sublease Agreement the terms, conditions and the Lease, the terms of this Sublease Agreement shall control (unless such conflict would cause a default under the Lease). Whenever the provisions of the Lease incorporated as and of this Agreement, the terms, conditions and provisions of this Agreement of Sublease Agreement require the written consent of Lessorshall, said provisions shall be construed to require the written consent of both Lessor in all instances, govern and Sublessor. Sublessee hereby acknowledges that it has read and is familiar with all the terms of the Lease, and agrees that this Sublease Agreement is subordinate and subject to the Lease and that any termination thereof shall likewise terminate this Sublease Agreement. In addition to the foregoing:
(a) The exculpation and release of Sublessor and the indemnity in favor of Sublessor and Sublessor's agents and employees in Paragraph 11 of the Lease include, and Sublessor shall not be liable to Sublessee for, any injury, damage, loss, liability, claims, suits, costs, and expenses that would otherwise be covered by such Paragraph 11, EVEN IF THE FOREGOING RESULT FROM AND/OR ARE CAUSED IN PART OR WHOLE BY THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SUBLESSOR.
(b) Sublessee does not require a Non-Disturbance Agreement pursuant to Paragraph 12 of the Lease.
(c) The exculpation and release of Sublessor in Paragraph 19(c) of the Lease includes, and Sublessor shall not be liable to Sublessee for, any damages that would otherwise be covered by such Paragraph 19(c), EVEN IF THE FOREGOING RESULT FROM AND/OR CAUSED IN PART OR WHOLE BY THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SUBLESSOR.
(d) The waiver of claims and subrogation in Paragraph 24 of the Lease include any rights of recovery, claim, action or cause of action that would otherwise be covered by such Paragraph 24, EVEN IF THE FOREGOING RESULT FROM AND/OR ARE CAUSED IN PART OR WHOLE BY THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE PARTY (PARTIES) BENEFITING FROM PARAGRAPH 24control.
(e) It Nothing contained in this Agreement shall be construed to create privity of estate or contract between Sublessee and Lessor, except the obligation agreements of Lessor (i) Sublessee herein in favor of Lessor, and then only to provide or cause to be provided all services to be provided by Lessor under the terms extent of the Lease and (ii) to satisfy all obligations and covenants of Lessor made in the Lease. Sublessee acknowledges that Sublessor shall be under no obligation to provide any such services or satisfy any such obligations or covenants, subject to Section 4(c) belowsame.
(f) Sublessee's obligations with respect to maintenance, repair, and replacement (including, without limitation, those arising pursuant to Section 8(b) of the Lease, as incorporated herein) shall be limited to those items located on the interior of the Subleased Premises only, and shall specifically exclude, without limitation, those components of building-wide systems that are located within the Subleased Premises but which also serve the remaining portions of the Premises under the Lease.
Appears in 1 contract
Samples: Sublease Agreement (Optium Corp)
The Lease. (a) A. Sublessor represents and warrants that it a complete and accurate copy of the Lease is attached hereto as Exhibit B. Sublessor warrants and represents that the Lease is in good standing and is in full force and effect in accordance with its terms and there exists no default on the part of Sublessor, as "Tenant" thereunder, or on the part of the "Lessor" thereunder, and that the Lease has full rightnot been modified or amended in any respect, power except as set forth in Exhibit B. Sublessor represents and authority warrants that the commencement date under the Lease to enter into this Sublease Agreementfor the Subleased Premises was December 18, subject to Lessor's consent.
(b) Except for Paragraphs 2, 3(d), 3(e), 5, 9, (proviso at the end of the fourth senxxxxx), 00 (xxxxxx xxx xxxx xxxxxxxxx xx Paragraph 10, which is incorporated) 14, the third, fourth and fifth paragraphs of Paragraph 15, Paragraphs 26, 31, 41, 42, 43 and 441985, and Exhibits Bthe expiration date under the Lease for the 3 Primary Term (as defined in the Lease) is midnight, B-1 and C November 30, 2011, pursuant to the terms of the Lease, .
B. Sublessee acknowledges that it has reviewed and to the extent not otherwise ixxxxxxxxxxx xxxh the agreements expressed in this Sublease Agreement or applicable only to the original parties to the Lease, is familiar with all of the terms, provisions, covenants and conditions of the Lease are hereby incorporated herein by reference, modified Lease. Sublessee shall not be bound by the terms of this Sublease or otherwise as appropriate in the circumstances so as to make such incorporated terms, provisions, covenants and conditions applicable only exhibits to the subleasing hereunder by Sublessee Lease. AR of the Subleased Premises. For the avoidance of doubt and in furtherance of the foregoing: (i) Sublessor shall perform its covenants and obligations under the Lease which do not require for their performance possession of the Subleased Premises (including, without limitation, the obligation to maintain in full force and effect all insurance required of Sublessor as "tenant" under the Lease) and which are not otherwise to be performed by Sublessee on behalf of Sublessor; and (ii) Sublessee shall perform all affirmative covenants, and shall refrain from performing any act which is prohibited by the negative covenants, of the Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Subleased Premises. Subject to the foregoing, Sublessee shall be subject to, bound by and comply with all of said terms, provisions, covenants and conditions of the Lease, as applicable to the Subleased Premises are incorporated herein and made a part hereof as if set forth herein at length, except that "Lessor" shall be deemed to mean Sublessor and "Lessee" shall be deemed to mean Sublessee; provided, however, that none of the provisions of Section 3.6, Section 3.7 or Section 4.1 of the Lease shall apply to Sublessee. Sublessee assumes and agrees, except as otherwise provided herein, to perform, observe and comply with respect all of the terms, covenants and conditions on the Lessee's part to be performed, observed and complied with under the Lease as the same may or shall relate to the occupancy of the Subleased Premises, shall satisfy but only if and to the extent the same in accordance with relate to and accrue during the Lease in favor and for the benefit term of both Sublessor and Lessorthis Sublease, and shall do not doarise from the act or omission of Sublessor. Sublessor agrees to indemnify Sublessee and hold Sublessee harmless from and against all claims, suffer losses or permit anything damages (including attorneys' fees) arising from Sublessor's failure to be done which might result in an event of default under the Lease perform or cause the Lease to be terminated or forfeited, it being understood and agreed that wherever in the Lease the word "Tenant" appears, for the purposes of this Sublease Agreement the word "Sublessee" shall be substituted, and wherever in the Lease the word "Landlord" appears, for the purposes of this Sublease Agreement, the word "Lessor" (and, as applicable hereunder, "Sublessor") shall be substituted; that Sublessor shall have and may exercise all rights and remedies granted to Lessor by the Lease; and that, without limitation observe any of the foregoing or any other rights and remedies Sublessor has or may have, upon the breach of any of said terms, provisions, conditions terms or covenants of the Lease by Sublessee or upon prior to the failure of Sublessee to pay Rent or comply with any of the terms, provisions, conditions or covenants commencement date of this Sublease Agreement, Sublessor may exercise any and all rights and remedies granted to Lessor by Sublease. This indemnity shall survive the Lease. In the event of any conflict between this Sublease Agreement and the Lease, the terms expiration or earlier termination of this Sublease Agreement shall control (unless such conflict would cause a default under the Lease). Whenever the provisions of the Lease incorporated as provisions of this Sublease Agreement require the written consent of Lessor, said provisions shall be construed to require the written consent of both Lessor and Sublessor. Sublessee hereby acknowledges that it has read and is familiar with all the terms of the Lease, and agrees that this Sublease Agreement is subordinate and subject to the Lease and that any termination thereof shall likewise terminate this Sublease Agreement. In addition to the foregoing:
(a) The exculpation and release of Sublessor and the indemnity in favor of Sublessor and Sublessor's agents and employees in Paragraph 11 of the Lease include, and Sublessor shall not be liable to Sublessee for, any injury, damage, loss, liability, claims, suits, costs, and expenses that would otherwise be covered by such Paragraph 11, EVEN IF THE FOREGOING RESULT FROM AND/OR ARE CAUSED IN PART OR WHOLE BY THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SUBLESSORSublease.
(b) Sublessee does not require a Non-Disturbance Agreement pursuant to Paragraph 12 of the Lease.
(c) The exculpation and release of Sublessor in Paragraph 19(c) of the Lease includes, and Sublessor shall not be liable to Sublessee for, any damages that would otherwise be covered by such Paragraph 19(c), EVEN IF THE FOREGOING RESULT FROM AND/OR CAUSED IN PART OR WHOLE BY THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SUBLESSOR.
(d) The waiver of claims and subrogation in Paragraph 24 of the Lease include any rights of recovery, claim, action or cause of action that would otherwise be covered by such Paragraph 24, EVEN IF THE FOREGOING RESULT FROM AND/OR ARE CAUSED IN PART OR WHOLE BY THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE PARTY (PARTIES) BENEFITING FROM PARAGRAPH 24.
(e) It shall be the obligation of Lessor (i) to provide or cause to be provided all services to be provided by Lessor under the terms of the Lease and (ii) to satisfy all obligations and covenants of Lessor made in the Lease. Sublessee acknowledges that Sublessor shall be under no obligation to provide any such services or satisfy any such obligations or covenants, subject to Section 4(c) below.
(f) Sublessee's obligations with respect to maintenance, repair, and replacement (including, without limitation, those arising pursuant to Section 8(b) of the Lease, as incorporated herein) shall be limited to those items located on the interior of the Subleased Premises only, and shall specifically exclude, without limitation, those components of building-wide systems that are located within the Subleased Premises but which also serve the remaining portions of the Premises under the Lease.
Appears in 1 contract
The Lease. (a) Sublessor represents and warrants Except to the extent expressly permitted by this Sublease, the Subtenant shall not take any action which would result in a default pursuant to any term, condition, covenant, and/or obligation set forth in the Lease. It is recognized that it has full right, power and authority under the Lease Sublandlord’s rights pursuant to enter into this Sublease Agreement, subject to Lessor's consent.
(b) Except for Paragraphs 2, 3(d), 3(e), 5, 9, (proviso at the end are derived by reason of the fourth senxxxxx), 00 (xxxxxx xxx xxxx xxxxxxxxx xx Paragraph 10, which is incorporated) 14, the third, fourth and fifth paragraphs of Paragraph 15, Paragraphs 26, 31, 41, 42, 43 and 44, and Exhibits B, B-1 and C of its status as a tenant under the Lease, and that this Sublease is subject and subordinate to the Lease (as set forth on Exhibit A) and in no manner whatsoever is binding upon the Landlord under the Lease. If and to the extent not otherwise ixxxxxxxxxxx xxxh the agreements expressed a upper case or defined term is used in this Sublease Agreement and not defined in this Sublease, and if such upper case or applicable only to the original parties defined term relates to the Lease, then the termsupper case or defined term shall have the meaning set forth in the Lease, provisionshowever if the same upper case or defined term appears in this Sublease and in the Lease, covenants and conditions as to interpretations of this Sublease (as opposed to when a Lease term shall have been incorporated herein) the upper case or defined terms meaning shall be as ascribed to in this Sublease. Except as otherwise expressly provided herein, the following Sections of the Lease are hereby incorporated herein by referenceexpressly excluded from those Lease provisions to which Subtenant shall be bound to comply with, modified and as such, Subtenant shall not be bound by the terms obligations set forth in, nor benefit from, such Sections, and Sublandlord shall have no obligations with respect to such Sections: Section 2(a), Section 2(c), Article 3, Article 4; Article 5; Article 6; Article 7; Article 8; Article 9; Article 10; Article 11; Article 12; Article 13; Article 14; Article 15; Article 16; Article 17; Article 18; Section 19(b); Article 20; Article 21; Article 22; Article 23; Article 24; Section 25(e); Article 26; Article 27; Article 29; Section 30(e), Section 30(k), Section 30(l) (however the Subtenant shall be subject to the rights of Landlord, but the Sublandlord’s rights of entry shall be governed by Article 18 of this Sublease or otherwise as appropriate in the circumstances so as to make such incorporated termsSublease), provisionsSection 30(m), covenants Section 30(o); Section 30(p); Section 30(q); and conditions applicable only all Exhibits. Further, notwithstanding anything to the subleasing hereunder by Sublessee of the Subleased Premises. For the avoidance of doubt and in furtherance of the foregoing: (i) Sublessor shall perform its covenants and contrary contained herein, Subtenant is not assuming Sublandlord’s monetary obligations under the Lease which do not require for their performance possession of the Subleased Premises (including, without limitation, the obligation to maintain in full force and effect all insurance required of Sublessor as "tenant" under the Lease) and which are not otherwise to be performed by Sublessee on behalf of Sublessor; and (ii) Sublessee shall perform all affirmative covenants, and shall refrain from performing any act which is prohibited by the negative covenants, of the Lease, where the obligation nor any liabilities attributable to perform Sublandlord’s negligence, actions, omissions, misconduct or refrain from performing is by its nature imposed upon the party in possession of the Subleased Premises. Subject to the foregoing, Sublessee shall be subject to, bound by and comply with all of said terms, provisions, covenants and conditions of the Lease with respect to the Subleased Premises, shall satisfy same in accordance with the Lease in favor and for the benefit of both Sublessor and Lessor, and shall not do, suffer or permit anything to be done which might result in an event of default under the Lease or cause the Lease to be terminated or forfeited, it being understood and agreed that wherever in the Lease the word "Tenant" appears, for the purposes of this Sublease Agreement the word "Sublessee" shall be substituted, and wherever in the Lease the word "Landlord" appears, for the purposes of this Sublease Agreement, the word "Lessor" (and, as applicable hereunder, "Sublessor") shall be substituted; that Sublessor shall have and may exercise all rights and remedies granted to Lessor by the Lease; and that, without limitation of the foregoing or any other rights and remedies Sublessor has or may have, upon the breach of any of said terms, provisions, conditions or covenants of the Lease by Sublessee or upon the failure of Sublessee to pay Rent or comply with any of the terms, provisions, conditions or covenants of this Sublease Agreement, Sublessor may exercise any and all rights and remedies granted to Lessor by the Lease. In the event of any conflict between this Sublease Agreement and the Lease, the terms of this Sublease Agreement shall control (unless such conflict would cause a default under the Lease). Whenever the provisions of the Lease incorporated as provisions of this Sublease Agreement require the written consent of Lessor, said provisions shall be construed to require the written consent of both Lessor and Sublessor. Sublessee hereby acknowledges that it has read and is familiar with all the terms of the Lease, and agrees that this Sublease Agreement is subordinate and subject to the Lease and that any termination thereof shall likewise terminate this Sublease Agreement. In addition to the foregoing:
(a) The exculpation and release of Sublessor and the indemnity in favor of Sublessor and Sublessor's agents and employees in Paragraph 11 of the Lease include, and Sublessor shall not be liable to Sublessee for, any injury, damage, loss, liability, claims, suits, costs, and expenses that would otherwise be covered by such Paragraph 11, EVEN IF THE FOREGOING RESULT FROM AND/OR ARE CAUSED IN PART OR WHOLE BY THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SUBLESSOR.
(b) Sublessee does not require a Non-Disturbance Agreement pursuant to Paragraph 12 breaches of the Lease.
(c) The exculpation and release of Sublessor in Paragraph 19(c) of the Lease includes, and Sublessor shall not be liable to Sublessee for, any damages that would otherwise be covered by such Paragraph 19(c), EVEN IF THE FOREGOING RESULT FROM AND/OR CAUSED IN PART OR WHOLE BY THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SUBLESSOR.
(d) The waiver of claims and subrogation in Paragraph 24 of the Lease include any rights of recovery, claim, action or cause of action that would otherwise be covered by such Paragraph 24, EVEN IF THE FOREGOING RESULT FROM AND/OR ARE CAUSED IN PART OR WHOLE BY THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE PARTY (PARTIES) BENEFITING FROM PARAGRAPH 24.
(e) It shall be the obligation of Lessor (i) to provide or cause to be provided all services to be provided by Lessor under the terms of the Lease and (ii) to satisfy all obligations and covenants of Lessor made in the Lease. Sublessee acknowledges that Sublessor shall be under no obligation to provide any such services or satisfy any such obligations or covenants, subject to Section 4(c) below.
(f) Sublessee's obligations with respect to maintenance, repair, and replacement (including, without limitation, those arising pursuant to Section 8(b) of the Lease, as incorporated herein) shall be limited to those items located on the interior of the Subleased Premises only, and shall specifically exclude, without limitation, those components of building-wide systems that are located within the Subleased Premises but which also serve the remaining portions of the Premises under the Lease.
Appears in 1 contract
The Lease. (a) Sublessor represents and warrants Sublessee acknowledges that it has full right, power reviewed and authority under the Lease to enter into this Sublease Agreement, subject to Lessor's consent.
(b) Except for Paragraphs 2, 3(d), 3(e), 5, 9, (proviso at the end is familiar with all of the fourth senxxxxx)terms, 00 (xxxxxx xxx xxxx xxxxxxxxx xx Paragraph 10, which is incorporated) 14, the third, fourth covenants and fifth paragraphs of Paragraph 15, Paragraphs 26, 31, 41, 42, 43 and 44, and Exhibits B, B-1 and C conditions of the Lease, a copy of which is attached as Exhibit A hereto and to the extent not otherwise ixxxxxxxxxxx xxxh the agreements expressed in this Sublease Agreement or applicable only to the original parties to the Lease, made a part hereof. All of the terms, provisions, covenants and conditions of the Lease are hereby incorporated herein and made a part hereof as if set forth herein at length except Sublessee is not responsible for any default of payment of monthly base rent by referenceSublessor, modified by the terms of this Sublease or otherwise as appropriate described in the circumstances so Lease. Sublessee assumes and agrees, except as otherwise provided herein, to make such incorporated perform, observe and Initials: Sublessee: WLW Sublessor: PS Lessor: ____________ comply with all of the terms, provisions, covenants and conditions applicable only on the Lessee's part to be performed, observed and complied with under the Lease as the same may or shall relate to the subleasing hereunder by Sublessee occupancy of the Subleased Premises. For the avoidance of doubt and in furtherance of the foregoing: (i) Sublessor shall perform its covenants and obligations under the Lease which do not require for their performance possession of the Subleased Premises (including, without limitation, the obligation to maintain in full force and effect all insurance required of Sublessor as "tenant" under the Lease) and which are not otherwise to be performed by Sublessee on behalf of Sublessor; and (ii) Sublessee shall perform all affirmative covenants, and shall refrain from performing any act which is prohibited by the negative covenants, of the Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Subleased Premises. Subject to the foregoing, Sublessee shall be subject to, bound by and comply with all of said terms, provisions, covenants and conditions of the Lease with respect to the Subleased Premises, shall satisfy same in accordance with the Lease in favor and for the benefit of both Sublessor and Lessor, and shall not do, suffer or permit anything to be done which might result in an event of default under the Lease or cause the Lease to be terminated or forfeited, it being understood and agreed that wherever in the Lease the word "Tenant" appears, for the purposes of this Sublease Agreement the word "Sublessee" shall be substituted, and wherever in the Lease the word "Landlord" appears, for the purposes of this Sublease Agreement, the word "Lessor" (and, as applicable hereunder, "Sublessor") shall be substituted; that Sublessor shall have and may exercise all rights and remedies granted to Lessor by the Lease; and that, without limitation of the foregoing or any other rights and remedies Sublessor has or may have, upon the breach of any of said terms, provisions, conditions or covenants of the Lease by Sublessee or upon the failure of Sublessee to pay Rent or comply with any of the terms, provisions, conditions or covenants of this Sublease Agreement, Sublessor may exercise any and all rights and remedies granted to Lessor by the Lease. In the event of any conflict between this Sublease Agreement and the Lease, the terms of this Sublease Agreement shall control (unless such conflict would cause a default under the Lease). Whenever the provisions of the Lease incorporated as provisions of this Sublease Agreement require the written consent of Lessor, said provisions shall be construed to require the written consent of both Lessor and Sublessor. Sublessee hereby acknowledges that it has read and is familiar with all the terms of the Lease, and agrees that this Sublease Agreement is subordinate and subject to the Lease and that any termination thereof shall likewise terminate this Sublease Agreement. In addition to the foregoing:
(a) The exculpation and release of Sublessor and the indemnity in favor of Sublessor and Sublessor's agents and employees in Paragraph 11 of the Lease include, and Sublessor shall not be liable to Sublessee for, any injury, damage, loss, liability, claims, suits, costs, and expenses that would otherwise be covered by such Paragraph 11, EVEN IF THE FOREGOING RESULT FROM AND/OR ARE CAUSED IN PART OR WHOLE BY THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SUBLESSOR.
(b) Sublessee does not require a Non-Disturbance Agreement pursuant to Paragraph 12 Notwithstanding the foregoing, the following Sections of the Lease.
(c) The exculpation Master Lease are expressly excluded from this Sublease: Sections 1, 2 and release of Sublessor 23(a); Exhibit E, Sections 1, 2 and 3; Exhibit G and the Improvement Agreement; any provisions in Paragraph 19(c) of the Lease includes, allowing or purporting to allow Sublessor any rent concessions or abatements or construction allowances; and Sublessor shall not be liable to Sublessee for, any damages that would otherwise be covered by such Paragraph 19(c), EVEN IF THE FOREGOING RESULT FROM AND/OR CAUSED IN PART OR WHOLE BY THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SUBLESSOR.
(d) The waiver of claims and subrogation provisions in Paragraph 24 of the Lease include conferring upon Sublessor any rights of recoveryrights, claimprivileges, action or cause of action that would otherwise be covered by such Paragraph 24, EVEN IF THE FOREGOING RESULT FROM AND/OR ARE CAUSED IN PART OR WHOLE BY THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE PARTY (PARTIES) BENEFITING FROM PARAGRAPH 24.
(e) It shall be options or reservations in the obligation of Lessor (i) to provide or cause to Building except as may be provided all services to be provided by Lessor under the terms of the Lease and (ii) to satisfy all obligations and covenants of Lessor made in the Lease. Sublessee acknowledges that Sublessor shall be under no obligation to provide any such services or satisfy any such obligations or covenants, subject to Section 4(c) belowherein.
(f) Sublessee's obligations with respect to maintenance, repair, and replacement (including, without limitation, those arising pursuant to Section 8(b) of the Lease, as incorporated herein) shall be limited to those items located on the interior of the Subleased Premises only, and shall specifically exclude, without limitation, those components of building-wide systems that are located within the Subleased Premises but which also serve the remaining portions of the Premises under the Lease.
Appears in 1 contract
Samples: Sublease Agreement (Optium Corp)
The Lease. (a) Sublessor represents and warrants that it has full right, power and authority under the Lease to enter into this Sublease Agreement, subject to Lessor's consent.
(b) Except for Paragraphs 2, 3(d), 3(e), 5, 9, (proviso at the end of the fourth senxxxxxsexxxxxx), 00 (xxxxxx xxx xxxx xxxxxxxxx xx xf Paragraph 10, which is incorporated) 14, the third, fourth and fifth paragraphs of Paragraph 15, Paragraphs 26, 31, 41, 42, 43 and 44, and Exhibits B, B-1 and C of the Lease, and to the extent not otherwise ixxxxxxxxxxx xxxh xxxxxxxxxxxx xxth the agreements expressed in this Sublease Agreement or applicable only to the original parties to the Lease, the terms, provisions, covenants and conditions of the Lease are hereby incorporated herein by reference, modified by the terms of this Sublease or otherwise as appropriate in the circumstances so as to make such incorporated terms, provisions, covenants and conditions applicable only to the subleasing hereunder by Sublessee of the Subleased Premises. For the avoidance of doubt and in furtherance of the foregoing: (i) Sublessor shall perform its covenants and obligations under the Lease which do not require for their performance possession of the Subleased Premises (including, without limitation, the obligation to maintain in full force and effect all insurance required of Sublessor as "tenant" under the Lease) and which are not otherwise to be performed by Sublessee on behalf of Sublessor; and (ii) Sublessee shall perform all affirmative covenants, and shall refrain from performing any act which is prohibited by the negative covenants, of the Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Subleased Premises. Subject to the foregoing, Sublessee shall be subject to, bound by and comply with all of said terms, provisions, covenants and conditions of the Lease with respect to the Subleased Premises, shall satisfy same in accordance with the Lease in favor and for the benefit of both Sublessor and Lessor, and shall not do, suffer or permit anything to be done which might result in an event of default under the Lease or cause the Lease to be terminated or forfeited, it being understood and agreed that wherever in the Lease the word "Tenant" appears, for the purposes of this Sublease Agreement the word "Sublessee" shall be substituted, and wherever in the Lease the word "Landlord" appears, for the purposes of this Sublease Agreement, the word "Lessor" (and, as applicable hereunder, "Sublessor") shall be substituted; that Sublessor shall have and may exercise all rights and remedies granted to Lessor by the Lease; and that, without limitation of the foregoing or any other rights and remedies Sublessor has or may have, upon the breach of any of said terms, provisions, conditions or covenants of the Lease by Sublessee or upon the failure of Sublessee to pay Rent or comply with any of the terms, provisions, conditions or covenants of this Sublease Agreement, Sublessor may exercise any and all rights and remedies granted to Lessor by the Lease. In the event of any conflict between this Sublease Agreement and the Lease, the terms of this Sublease Agreement shall control (unless such conflict would cause a default under the Lease). Whenever the provisions of the Lease incorporated as provisions of this Sublease Agreement require the written consent of Lessor, said provisions shall be construed to require the written consent of both Lessor and Sublessor. Sublessee hereby acknowledges that it has read and is familiar with all the terms of the Lease, and agrees that this Sublease Agreement is subordinate and subject to the Lease and that any termination thereof shall likewise terminate this Sublease Agreement. In addition to the foregoing:
(a) The exculpation and release of Sublessor and the indemnity in favor of Sublessor and Sublessor's agents and employees in Paragraph 11 of the Lease include, and Sublessor shall not be liable to Sublessee for, any injury, damage, loss, liability, claims, suits, costs, and expenses that would otherwise be covered by such Paragraph 11, EVEN IF THE FOREGOING RESULT FROM AND/OR ARE CAUSED IN PART OR WHOLE BY THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SUBLESSOR.
(b) Sublessee does not require a Non-Disturbance Agreement pursuant to Paragraph 12 of the Lease.
(c) The exculpation and release of Sublessor in Paragraph 19(c) of the Lease includes, and Sublessor shall not be liable to Sublessee for, any damages that would otherwise be covered by such Paragraph 19(c), EVEN IF THE FOREGOING RESULT FROM AND/OR CAUSED IN PART OR WHOLE BY THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SUBLESSOR.
(d) The waiver of claims and subrogation in Paragraph 24 of the Lease include any rights of recovery, claim, action or cause of action that would otherwise be covered by such Paragraph 24, EVEN IF THE FOREGOING RESULT FROM AND/OR ARE CAUSED IN PART OR WHOLE BY THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE PARTY (PARTIES) BENEFITING FROM PARAGRAPH 24.
(e) It shall be the obligation of Lessor (i) to provide or cause to be provided all services to be provided by Lessor under the terms of the Lease and (ii) to satisfy all obligations and covenants of Lessor made in the Lease. Sublessee acknowledges that Sublessor shall be under no obligation to provide any such services or satisfy any such obligations or covenants, subject to Section 4(c) below.
(f) Sublessee's obligations with respect to maintenance, repair, and replacement (including, without limitation, those arising pursuant to Section 8(b) of the Lease, as incorporated herein) shall be limited to those items located on the interior of the Subleased Premises only, and shall specifically exclude, without limitation, those components of building-wide systems that are located within the Subleased Premises but which also serve the remaining portions of the Premises under the Lease.
Appears in 1 contract
Samples: Sublease Agreement (Adams Respiratory Therapeutics, Inc.)
The Lease. (a) Sublessor represents Subtenant covenants and warrants agrees that it has full rightall obligations of Sublandlord under the Lease commencing on the date possession is first delivered to Subtenant (except that the obligation to pay Minimum Rent and Operating Expenses shall be governed by Sections 2 and 4 above) and continuing throughout the Sublease Term shall be done or performed by Subtenant with respect to the Premises, power except as otherwise provided by this Sublease, and authority Subtenant's obligations shall run to Sublandord or Landlord as Sublandord may determine to be appropriate or as may be required by the respective interests of Sublandord and Landlord. Notwithstanding the foregoing, but without limiting the provisions of Section 1 above or the provisions of Sections 7(b) through (e) below, (i) the Term shall be as provided in this Sublease and the Sublease Expiration Date shall be April 28, 2027 (and the foregoing shall supersede the provisions of Sections 1.6, 1.7 and 4.1 to the contrary), (ii) the Minimum Rent shall be as provided in this Sublease (and the foregoing shall supersede the provisions of Section 1.8 and any other provisions of the Lease relating to Monthly Base Rent), (iii) the provisions of Sections 1.10, 1.13, 1.16 and 1.17 (and all references to the Buffini Sublease, the Existing Subtenants and the Existing Subleases) shall not apply to this Sublease, (iv) Sublandlord shall not be required to indemnify Subtenant pursuant to any provision of the Lease, including, without limitation, the provisions of Section 16.3 of the Lease, but Sublandlord shall, at Subtenant's request and at no cost or liability to Sublandlord, cooperate with Subtenant in obtaining the benefit of any indemnity provided by Landlord for the benefit of Sublandlord pursuant to the Lease, (v) Sublandlord shall have no obligation to make any repairs to the Premises which are the obligation of Landlord, including, without limitation, pursuant to Article 17 or 18 of the Sublease, but Sublandlord shall, at Subtenant's request and at no cost or liability to Sublandlord, cooperate with Subtenant in obtaining the benefit of any repair obligations provided by Landlord for the benefit of Sublandlord pursuant to the Lease, (vi) Sublandlord expressly reserves all rights of the Tenant under the Lease to enter into terminate the Lease (as set forth therein), (vii) the provisions of Section 9 below shall apply with respect to any brokers' fee payable pursuant to this Sublease AgreementSublease, subject (viii) all references in the Lease to Lessor's consentTenant Improvements, Tenant Improvement Work or the Work Letter (including all of Exhibit C to the Lease) are hereby deleted in their entirety, and (ix) none of the Riders to the Lease shall be deemed to have been assigned to Subtenant, and Subtenant shall have no rights under any of such Riders.
(b) Except for Paragraphs 2, 3(d), 3(e), 5, 9, (proviso at the end of the fourth senxxxxx), 00 (xxxxxx xxx xxxx xxxxxxxxx xx Paragraph 10, which is incorporated) 14, the third, fourth and fifth paragraphs of Paragraph 15, Paragraphs 26, 31, 41, 42, 43 and 44, and Exhibits B, B-1 and C of the Lease, and to the extent not as otherwise ixxxxxxxxxxx xxxh the agreements expressed provided in this Sublease Agreement or applicable only Sublease, Sublandlord agrees that Subtenant shall be entitled to the original parties receive all utilities, services and repairs to the Lease, the terms, provisions, covenants and conditions of the Lease are hereby incorporated herein be provided by reference, modified by the terms of this Sublease or otherwise as appropriate in the circumstances so as Landlord to make such incorporated terms, provisions, covenants and conditions applicable only to the subleasing hereunder by Sublessee of the Subleased Premises. For the avoidance of doubt and in furtherance of the foregoing: (i) Sublessor shall perform its covenants and obligations Sublandlord under the Lease which do not require for their performance possession of with respect to the Subleased Premises (including, without limitation, the obligation pursuant to maintain in full force and effect all insurance required of Sublessor as "tenant" under the Lease) and which are not otherwise to be performed by Sublessee on behalf of Sublessor; and (ii) Sublessee shall perform all affirmative covenants, and shall refrain from performing any act which is prohibited by the negative covenants, Article 7 of the Lease), where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Subleased Premises. Subject to the foregoing, Sublessee and that Subtenant shall be subject to, bound by entitled to all signage rights and comply with all of said terms, provisions, covenants and conditions of parking rights that Sublandlord has under the Lease with respect to the Subleased Premises. Subtenant shall look solely to Landlord for all such utilities, services and repairs, and with respect to all such signage and parking rights, and shall satisfy not, under any circumstances, seek nor require Sublandlord to perform or provide any of such utilities, services or repairs, nor such signage or parking rights, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of Landlord's default under the Lease. Any condition resulting from a default by Landlord shall not constitute an eviction, actual or constructive, of Subtenant unless the same constitutes an eviction of Sublandlord under the Lease and no such default shall excuse Subtenant from the performance or observance of any of its obligations to be performed or observed under this Sublease, or entitle Subtenant to receive any reduction in accordance or abatement of the rent provided for in this Sublease, provided that Subtenant will receive the same proportionate reduction and/or abatement of the rent (based upon the total rent payable by Sublandlord under the Lease) as is actually provided to Sublandlord under the Lease. In furtherance of the foregoing, Subtenant does hereby waive any cause of action and any right to bring any action against Sublandlord by reason of any act or omission of Landlord under the Lease. Notwithstanding the foregoing, in the event of any default or failure of performance by Landlord, Sublandlord agrees, upon notice from Subtenant, to make demand upon Landlord to perform its obligations under the Lease and, provided that Subtenant specifically agrees to pay in advance all reasonable costs of Sublandlord, to take appropriate legal action to enforce the Lease with attorneys selected by Subtenant. Subtenant shall indemnify, defend and hold Sublandlord harmless from all claims, costs, demands, liabilities and expenses incurred in connection with the bringing of any such legal action.
(c) In the event Subtenant shall be in default of any covenant of, or shall fail to honor any obligation under, this Sublease, Sublandlord shall have available to it against Subtenant all of the remedies available to Landlord under the Lease in favor and for the benefit of both Sublessor and Lessor, and shall not do, suffer or permit anything to be done which might result in an event of a similar default under on the Lease part of Sublandlord thereunder.
(d) Sublandlord shall have no obligation to Subtenant to restore or cause reconstruct any portion of the Lease to be terminated or forfeitedPremises after any destruction and/or taking by eminent domain, it being understood that such restoration and agreed that wherever in the Lease the word "Tenant" appears, for the purposes of this Sublease Agreement the word "Sublessee" reconstruction obligations shall be substituted, and wherever in the Lease the word "Landlord" appears, for the purposes of this Sublease Agreement, the word "Lessor" (and, as applicable hereunder, "Sublessor") shall be substituted; that Sublessor shall have and may exercise all rights and remedies granted to Lessor held solely by the Lease; and that, without limitation of the foregoing or any other rights and remedies Sublessor has or may have, upon the breach of any of said terms, provisions, conditions or covenants of the Lease by Sublessee or upon the failure of Sublessee to pay Rent or comply with any of the terms, provisions, conditions or covenants of this Sublease Agreement, Sublessor may exercise any and all rights and remedies granted to Lessor by the Lease. In the event of any conflict between this Sublease Agreement and the Lease, the terms of this Sublease Agreement shall control (unless such conflict would cause a default under the Lease). Whenever the provisions of the Lease incorporated Landlord as provisions of this Sublease Agreement require the written consent of Lessor, said provisions shall be construed to require the written consent of both Lessor and Sublessor. Sublessee hereby acknowledges that it has read and is familiar with all the terms of the Lease, and agrees that this Sublease Agreement is subordinate and subject to the Lease and that any termination thereof shall likewise terminate this Sublease Agreement. In addition to the foregoing:
(a) The exculpation and release of Sublessor and the indemnity stated in favor of Sublessor and Sublessor's agents and employees in Paragraph 11 of the Lease include, and Sublessor shall not be liable to Sublessee for, any injury, damage, loss, liability, claims, suits, costs, and expenses that would otherwise be covered by such Paragraph 11, EVEN IF THE FOREGOING RESULT FROM AND/OR ARE CAUSED IN PART OR WHOLE BY THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SUBLESSOR.
(b) Sublessee does not require a Non-Disturbance Agreement pursuant to Paragraph 12 of the Lease.
(ce) The exculpation and release of Sublessor in Paragraph 19(c) Sublandlord shall have no obligation to Subtenant to repair any portion of the Lease includesPremises, and Sublessor shall not be liable to Sublessee for, any damages it being understood that would otherwise be covered by such Paragraph 19(c), EVEN IF THE FOREGOING RESULT FROM AND/OR CAUSED IN PART OR WHOLE BY THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SUBLESSOR.
(d) The waiver of claims and subrogation in Paragraph 24 of the Lease include any rights of recovery, claim, action or cause of action that would otherwise be covered by such Paragraph 24, EVEN IF THE FOREGOING RESULT FROM AND/OR ARE CAUSED IN PART OR WHOLE BY THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE PARTY (PARTIES) BENEFITING FROM PARAGRAPH 24.
(e) It repair obligations shall be held solely by the obligation of Lessor (i) to provide or cause to be provided all services to be provided by Lessor under the terms of the Lease and (ii) to satisfy all obligations and covenants of Lessor made Landlord as stated in the Lease. Sublessee acknowledges that Sublessor shall be under no obligation to provide any such services or satisfy any such obligations or covenants, subject to Section 4(c) below.
(f) Sublessee's obligations with respect to maintenance, repair, and replacement (including, without limitation, those arising pursuant to Section 8(b) of the Lease, as incorporated herein) shall be limited to those items located on the interior of the Subleased Premises only, and shall specifically exclude, without limitation, those components of building-wide systems that are located within the Subleased Premises but which also serve the remaining portions of the Premises under the Lease.
Appears in 1 contract