The Prime Lease. (a) This Sublease and all rights of Subtenant under this Sublease and with respect to the Premises are subject to the terms, conditions, and provisions of the Prime Lease, except for the provisions of the Prime Lease except as they conflict directly with this Sublease or are deemed not applicable to this Sublease pursuant to this Section 10(a). Subtenant assumes and agrees to perform faithfully and be bound by, with respect to the Premises, all of Sublandlord’s obligations, covenants, agreements, and liabilities under the Prime Lease and all terms, conditions, provisions, and restrictions contained in the Prime Lease, except to the extent set forth in the preceding sentence, and except:
(i) for the payment of Base Rent (each as defined or used in the Prime Lease);
(ii) that, except as set forth in Section 9(a) above, neither Sublandlord nor Subtenant needs to construct or install tenant improvements;
(iii) that none of the provisions in the Prime Lease allowing or purporting to allow any rights or options of lease expansion, reduction, cancellation, or extension, or any rent concessions or construction allowances, apply to this Sublease; and
(iv) Subtenant has a period of time equal to the period of time that the tenant under the Prime Lease has to respond to or otherwise cure any notices given by Landlord under the Prime Lease, less two (2) days.
(b) Without limitation of the foregoing:
(i) Except with respect to the Future Alterations described in Section 9(e) above, Subtenant will not make any changes, alterations, or additions in or to the Premises, except as permitted under the Prime Lease and subject to Sublandlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
(ii) If Subtenant desires to take any action, and the Prime Lease requires Sublandlord to obtain the consent of Landlord before undertaking that type of action, Subtenant will not undertake the action without the prior written consent of Sublandlord. Sublandlord may condition its consent on the consent of Landlord and may require that Subtenant contact Landlord directly for its consent and that Subtenant take all other steps needed to assure that Sublandlord will have no additional obligations to Landlord under the Prime Lease as a result of such action. Within twenty (20) days of notice from Sublandlord, Subtenant will reimburse Sublandlord for all reasonable out-of-pocket costs, expenses, and attorneys’ fees that Sublandlord incurs in attem...
The Prime Lease. (a) This Sublease and all rights of Subtenant under this Sublease and with respect to the Premises are subject to the terms, conditions, and provisions of the Prime Lease, except for the provisions of the Prime Lease deemed not applicable to this Sublease under this Section 10(a). Subtenant assumes and agrees to perform faithfully and be bound by, with respect to the Premises, all of Tellabs’ obligations, covenants, agreements, and liabilities under the Prime Lease and all terms, conditions, provisions, and restrictions contained in the Prime Lease except:
(i) that the following provisions of the Prime Lease do not apply to this Sublease: Sections 2.0, 2.1, 2.4.0, 2.4.1, 2.4.2, 2.5, 2.6.1, 2.7.1, 2.7.2, 3.0, 3.1, 3.2, 3.3, 3.3.1, 3.4.1, 3.5, 8.20, 8.21, 8.22, 8.23, 8.24, or any provisions allowing or purporting to allow any rights or options of lease, expansion, reduction, cancellation, or extension, or any rent concessions, abatements, or construction allowances, or any rights, obligations, or covenants capable of being exercised or performed, as applicable, solely by Tellabs;
(ii) that Tellabs shall have no obligation to Subtenant to construct or install tenant improvements; and
(iii) Subtenant has a period of time equal to one-half the period of time that the tenant under the Prime Lease has to respond to or otherwise cure any notices given by Landlord under the Prime Lease.
(b) Without limitation of the foregoing:
(i) Except for Subtenant’s Work, which is subject to Landlord’s Consent, Subtenant shall not make any changes, alterations, or additions in or to the Premises without the prior written consent of Tellabs and Landlord. Tellabs agrees to not unreasonably withhold, condition, or delay it consent, but may condition its consent on the consent of Landlord and may, to the extent that Landlord agrees to deal directly with Subtenant, require that Subtenant contact Landlord directly for its consent and take all other steps needed to assure that Tellabs will have no additional obligations to Landlord under the Prime Lease. If Tellabs does not require that Subtenant contact Landlord directly for consent, or Landlord refuses to deal directly with Subtenant, then Tellabs will request Landlord’s consent on behalf of Subtenant within a reasonable period of time (but no longer than 30 days) after Tellabs receives a written request from Subtenant.
(ii) If Subtenant desires to take any action, and the Prime Lease requires Tellabs to obtain the consent of Landlo...
The Prime Lease. (a) This Sublease shall be subject (except as hereinafter expressly provided) to all of the terms, covenants, conditions, and provisions of the Included Provisions (hereinafter defined in Section 5(e) of this Sublease), and to all mortgages and ground leases to which the Prime Lease is subordinate, as set forth in Article 7 of the Prime Lease. This provision is self-operative but Subtenant shall, at Sublessor’s request, promptly execute any instrument reasonably requested by Sublessor or Prime Landlord to evidence or confirm same.
(b) Except as specifically provided herein, the terms, covenants and conditions of the Included Provisions that relate to periods during the Term hereof, are incorporated herein by reference, so that each and every term, covenant and condition of the Included Provisions binding or inuring to the benefit of Prime Landlord thereunder, and applicable to the public areas of the Building, or the Subleased Premises shall, in respect of this Sublease, bind or inure to the benefit of Sublessor, and each and every term, covenant and condition of the Included Provisions binding or inuring to the benefit of the tenant thereunder shall, in respect of this Sublease, bind or inure to the benefit of Subtenant, with the same force and effect as if such terms, covenants and conditions were completely set forth in this Sublease, and as if the words “Landlord” and “Tenant”, or words of similar import, wherever the same appear in the Included Provisions, were construed to mean, respectively, “Sublessor” and “Subtenant” in this Sublease, as if the word “Term” wherever the same appears in the Included Provisions, were construed to mean the “Term” of this Sublease, as if the words “Premises”, or words of similar import, wherever the same appear in the Included Provisions, were construed to mean “Subleased Premises” in this Sublease, as if the word “Lease” or words of similar import, wherever the same appear in the Included Provisions, were construed to mean this “Sublease” and as if the words
The Prime Lease. Notwithstanding anything herein to the contrary, the parties agree that if subsequent transfers of ownership interests in Subtenant result in a Change of Control (as defined in the Prime Lease) of Subtenant, (i) Subtenant (concurrently with or after giving effect to such Change of Control) or any separate guarantor of Subtenant’s obligations shall either satisfy the Net Worth Threshold (as defined in the Prime Lease) at the time of such Change of Control or shall deposit with Prime Landlord a Letter of Credit in an amount equal to the Assignment Security (as such terms are defined in the Prime Lease) and shall attorn to the Prime Landlord on all the same terms and conditions otherwise applicable to an attornment under the Recognition Agreement (as defined in the Prime Lease) (ii) this Sublease shall automatically terminate at the time of such Change of Control, (iii) Sublandlord shall be released in full from any further liability hereunder, and (iv) Subtenant and any party claiming by or through Subtenant shall agree to look solely to Prime Landlord of Sublandlord’ s obligations hereunder for satisfaction of any all rights, claims, liabilities, and damages arising from and after the date of such Change of Control.
The Prime Lease. (a) This Sublease and all rights of Subtenant hereunder and with respect to the Premises are subject to the terms, conditions and provisions of the Prime Lease. Subtenant hereby assumes and agrees to perform faithfully and be bound by, with respect to the Premises, all of Sublandlord's obligations, covenants, agreements and liabilities under the Prime Lease (including, without limitation, those under Article 28 thereof) and all terms, conditions, provisions and restrictions contained in the Prime Lease, except for:
(i) the payment of "Base Rent" (as defined in the Prime Lease) and Tenant's Share of Building Direct Expenses; and
The Prime Lease. Sublessor, not Sublessee, shall be solely responsible for paying Rent and all other amounts to be paid to Prime Lessor under the Prime Lease, and complying with all of the terms and provisions of the Prime Lease that relate to matters other than the use and occupancy of the Subject Premises by Sublessee. Sublessor and Sublessee shall be jointly responsible for obtaining any requisite approvals from Prime Lessor to the extent required thereunder. Sublessee shall be responsible for complying with the terms and conditions of the Prime Lease arising out of or relating to the use and occupancy of the Subleased Premises by Sublessee. Sublessee agrees that Sublessee shall not perform any tests or studies affecting the soils or subsurface areas of the Premises Subleased by the Prime Lease except to the extent permitted by Section 2.3 of the Prime Lease.
The Prime Lease. This Sublease is subject to the Prime Lease. Except as may be inconsistent with the terms hereof, all provisions of the Prime Lease are applicable to this Sublease as though Landlord under the Prime Lease were the Sublandlord under this Sublease and tenant under the Prime Lease were Subtenant under this Sublease. Subtenant has received a copy of the Prime Lease. Subtenant will not cause or allow to be caused any default under the Prime Lease. Subtenant will indemnify Sublandlord against any loss, liability, and expenses (including reasonable attorney’s fees and costs) arising out of any default under the Prime Lease caused by Subtenant, and Sublandlord will indemnify Subtenant against any loss, liability, and expenses (including reasonable attorneys’ fees and costs) arising out of any default under the Prime Lease caused by Sublandlord. Also, Subtenant hereby agrees to join in future amendments to the Prime Lease. All capitalized terms not defined herein shall have the same meaning and effect as set forth under the Prime Lease.
The Prime Lease. This Sublease is subject and subordinate to --------------- the Prime Lease. Except as may be inconsistent with the terms of this Sublease, all the terms, covenants and conditions in the Prime Lease apply to this Sublease as if Landlord were the landlord under the Prime Lease and Tenant were the tenant under it. In the case of any breach of this Sublease by Tenant, Landlord will have all rights against Tenant that would be available to the Landlord against the tenant under the Prime Lease if the breach were by the tenant under the Prime Lease. Tenant will not do or permit anything to be done that is a default under the Prime Lease. Tenant will indemnify and hold Landlord harmless from and against all claims by reason of any breach or default on the part of Tenant of the Prime Lease. Tenant represents that it has read and is familiar with the terms of the Prime Lease.
The Prime Lease. ASPECT will not cause or allow to be caused any default under the Prime Lease. ASPECT will indemnify UXP against any claim, cause of action, suit, loss, liability, damages, judgment and expenses (including reasonable attorneys' fees and costs and charges for legal assistants) arising out of any default under the Prime Lease caused by ASPECT. UXP will comply with and perform all of its obligations under the Prime Lease and agrees not to commit any act of omission that results in a surrender of the Premises or a termination of the Prime Lease. UXP will indemnify ASPECT against any claim, cause of action, suit, loss, liability, damages, judgment and expenses (including reasonable attorneys' fees and costs and charges for legal assistants) arising out of any default under the Prime Lease caused by UXP.
The Prime Lease. 2.1 Sublessee acknowledges that it has read the Prime Lease attached hereto as Exhibit A, which has not been supplemented, modified or amended (other than as attached hereto), and that it is familiar with the terms and provisions thereof From and after the Commencement Date, Sublessee covenants not to cause a default under the Prime Lease and to keep, observe and perform all of the terms, provisions, obligations and conditions of Sublessor under the Prime Lease, except for the provisions of the Prime Lease relating to the payment of rent and security deposit. Sublessee, shall indemnify and hold harmless Sublessor from and against any loss, claim or cause of action, whether claimed by the Prime Lessor or any other party, caused by Sublessee's breach of any of the terms and conditions of the Prime Lease. This Sublease is subject and subordinate to all of the terms, provisions and conditions of the Prime.