PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "Lessee" under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas, except as specifically set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor to perform all of the obligations of Lessor under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Subtenant shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party. 2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and such terms and conditions, together with the terms and conditions specifically set forth in this Sublease, shall constitute the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall remain solely the rights and obligations of Sublandlord: 1, 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E.
Appears in 3 contracts
Sources: Sublease (Support Com Inc), Sublease (Support Com Inc), Sublease (Support Com Inc)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areascommon areas, except as specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts to cause Lessor Lessor, under the Master Lease, to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areascommon areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation renegotiations of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such partyparty but, but will at all times times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord Sublessor (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third partySublease.
2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and such terms and conditions, shall together with the terms and conditions specifically set forth in this Sublease, shall Sublease constitute the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall remain solely the rights and obligations of Sublandlord: 1, 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E..
Appears in 3 contracts
Sources: Sublease Agreement (Amarantus BioSciences, Inc.), Sublease Agreement (Amarantus BioSciences, Inc.), Sublease Agreement (Jumpkicks, Inc.)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master LeaseLease except as specifically excluded in section 2.2 of this Sublease. Subtenant Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areascommon area, except as specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts to cause Lessor Lessor, under the Master Lease, to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areascommon areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation renegotiations of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such partyparty but, but will at all times times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord Sublessor (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting Sublease, only if Sublessee is in material, uncured breach of the Premises to any other third partyterms of Sublease.
2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and such terms and conditions, shall together with the terms and conditions specifically set forth in this Sublease, shall Sublease constitute the complete terms and conditions of this Sublease, except the . The following paragraphs of the Master Lease which shall remain solely the rights and obligations of Sublandlordnot be included in this Sublease: 12, 4, 5, 7, 9, 1513, 16, 1748, 3553, Work Letter C54, 55, Exhibit D and E.A.
Appears in 2 contracts
Sources: Sublease (Southwall Technologies Inc /De/), Sublease (Southwall Technologies Inc /De/)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 A. This Sublease is and at all time shall be subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes Sublessee shall take no action which would cause Sublessor to be in default of its obligations under the Master Lease, and agrees to Sublessee shall assume and perform all of the its obligations under this Sublease, (including those obligations of "Lessee" Sublessor under Master Lease that are incorporated herein and are the obligation of Sublessee) and Sublessee shall indemnify and hold Sublessor harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorneys' fees and costs, arising out of Sublessee's failure to do so. Sublessor shall fully perform all of its obligations under the Master Lease (except to the extent said obligations apply to the Subleased Premises and Subtenant's use any of the Common Areassame are the obligation of Sublessee hereunder) and shall indemnify and hold Sublessee harmless from and against all liability, except as specifically set forth hereincosts, damages, claims, demands and expenses, including reasonable attorneys' fees and costs, arising out of Sublessor's failure to do so. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor to perform all Each party's obligations under this Paragraph 2.A shall survive the expiration or earlier termination of the obligations of Lessor under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areasthis Sublease. Subtenant shall not commit or permit to be committed on the Subleased Premises or on Upon any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation termination of the Master Lease, assignmentthis Sublease shall terminate concurrently therewith except as otherwise provided in the Consent of Landlord to Sublease and without any liability of Sublessor to Sublessee; provided, sublettinghowever, that a lease termination due to Sublessor's default of its obligations under the Master Lease or this Sublease, shall be subject to the indemnification set forth above. Sublessor shall not enter into any other voluntary action, avoid amendment or seek to avoid the observance or performance modification of the terms Master Lease materially adversely affecting Sublessee's use of or right to possession of the Premises (as defined below) without the prior written consent of Sublessee which will not be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease unreasonably withheld (and in taking all such action except as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in specifically permitted by this Sublease: (i) ). Notwithstanding the foregoing, Sublessor shall obligate Sublandlord have the right, at its sole election, to exercise its option to extend the Term of the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its any discretionary right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) from assigning its interest granted Sublessor in this Sublease or subletting the Premises to any other third partyMaster Lease as of the date hereof.
2.2 B. All of the terms and conditions contained in the Master Lease which are not in conflict with the provisions of this Sublease are incorporated hereinherein with respect to the Premises, except as specifically provided belowfor Article 1 paragraphs 5, 6, 7, 8, 9, 10, 11, 12, 15 and 18, Article III (but excepting Section 3.7 from this exclusion), Section 4.6, Section 12.1, Article XX, Section 21.1, Exhibits A and D, and such terms paragraphs 1 through 5.7 through 10, 11(a), 11(g) and conditions11 (h) of the Addendum to Lease, together with the as terms and conditions specifically set forth of this Sublease (with each reference therein to Lessor and Lessee to be deemed to refer to Sublessor and Sublessee and each reference therein to Commencement Date shall mean the Commencement Date as used in this Sublease), and along with all of the following paragraphs set up in this Sublease shall constitute be the complete terms and conditions of this Sublease, except the following paragraphs of . With respect to obligations or services to be performed or provided by Master Lessor under the Master Lease which including without limitation those set forth in Articles IX, X, XII and XIII, Sublessee agrees Sublessor's sole obligation shall remain solely the rights and be to exercise reasonable efforts to require Master Lessor to comply with such obligations of Sublandlord: 1, 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E.as provided in Section 18 hereof.
Appears in 2 contracts
Sources: Sublease (Aerogen Inc), Sublease (Aerogen Inc)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 (a) This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes Lease in Exhibit"A" and agrees to Sublessee shall assume and perform all of the obligations of "Lessee" under the Sublessor and Lessee in said Master Lease Lease, to the extent said obligations apply terms and conditions are applicable to the Subleased Premises and Subtenant's use of the Common Areas, except as specifically set forth hereinsubleased pursuant to this Sublease. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor to perform all of the obligations of Lessor under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates shall violate any term or condition of the Master Lease. Except to In the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither event of the parties hereto will, by renegotiation termination of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action Sublessor's Interest as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its right to terminate Lessee under the Master Lease pursuant for any reason, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to paragraph 23 thereof or Sublessee.
(b) from assigning its interest in this Sublease or subletting the Premises to any other third party.
2.2 All of the terms and conditions contained in the Exhibit "A" Master Lease are incorporated herein, except herein as specifically provided below, and such terms and conditions, together with the terms and conditions specifically set forth in of this Sublease, Sublease (with each reference therein to Lessor and Lessee to be deemed to refer to Sublessor and Sublessee) shall constitute be the complete terms and conditions of this Sublease.
(c) Sublessee shall receive two (2) months of rent credit, except months 2,3
(d) Sublessee shall pay the following paragraphs first months rent equal to $4,176.20 upon execution of the sublease.
(e) Sublessee shall pay a Security Deposit to Sublessor of $4,593.82 upon execution of the sublease.
(f) Exhibit "A2" attached hereto and apart of this Sublease Agreement Sublessor will not exercise their right to cancel this lease so long as the Sublessee is not in default of the Sublease or the Master Lease which shall remain solely the rights and obligations of Sublandlord: 1, 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E.Lease.
Appears in 1 contract
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" Tenant under the Master Lease to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areascommon areas, except as otherwise specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts to cause Lessor Landlord, under the Master ▇▇▇▇▇, to perform all of the obligations of Lessor under the Master Lease Landlord thereunder to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areas. Subtenant Sublessee shall not commit or permit to be committed by any person other than persons employed by Sublessor, unless such person acted at the direct request of Sublessee on the Subleased Premises or on any other portion of the Project Project, any act or omission which violates would result in a default by Tenant of any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation renegotiations of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such partyparty but, but will at all times times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party.
2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and such terms and conditions, together with the terms and conditions specifically set forth in this Sublease, shall constitute the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall remain solely the rights and obligations of Sublandlord: 1, 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E.against
Appears in 1 contract
Sources: Sublease (Interwave Communications International LTD)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areascommon areas, except as specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts to cause Lessor Lessor, under the Master Lease, to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areascommon areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation renegotiations of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such partyparty but, but will at all times times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord Sublessor (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from form assigning its interest in this Sublease or subletting the Premises to any other third party.
2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and such terms and conditions, shall together with the terms and conditions specifically set forth in this Sublease, shall Sublease constitute the complete terms and conditions of this Sublease, except the . The following paragraphs of the Master Lease which shall remain solely the rights and obligations of Sublandlord: 1not be included in this Sublease:
1.5 1.6, 1.7, 1.8, 1.9, 3, 4.1, 5, 15 Supplemental Terms Paragraph #'s 2, 3, 4, 5, 78, 9, 15, 1613, 17, 35, Work Letter C, Exhibit D and E.
Appears in 1 contract
Sources: Sublease (Cidco Inc)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "Lessee" under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas, except as specifically set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor under the Master Lease to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Subtenant shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate If Sublandlord to exercise its option to extend is given the Term of right under the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its right Lease to terminate the Master Lease pursuant (e.g., in case of destruction). Subtenant shall have the right, in its sole discretion, to paragraph 23 thereof or (b) from assigning determine whether it wishes to have the Master Lease terminated. If Subtenant elects to have the Master Lease terminated, Subtenant shall terminate this Sublease, and Sublandlord shall in turn terminate the Master Lease. As long as Subtenant is not in default of any provision of this Sublease, Sublandlord shall be obligated to perform all its interest in this Sublease or subletting obligations under the Master Lease, and Subtenant shall have quiet enjoyment of the Premises to any other third partyduring the term of this Sublease.
2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and such terms and conditions, together with the terms and conditions specifically set forth in this Sublease, shall constitute the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall remain solely be the rights and obligations obligation of Sublandlord: 1, 4, 5, 7, 9, 15, 164 (first sentence only), 17, 3537(c), Work Letter CAddendum #1,2, Exhibit D "C".
2.3 This Sublease is subject and E.subordinate to the Master Lease. Except as specifically provided in this Sublease, all the terms, covenants and conditions contained in the Master Lease shall be applicable to this Sublease with the same force and effect as if Sublandlord were the Landlord and Subtenant were the Tenant under the Master Lease. In case of any breach by Subtenant, Sublandlord shall have al the rights against Subtenant as would be available to Landlord against Tenant if such breach were by Tenant under the Master Lease.
2.4 Notwithstanding anything contained in this Sublease to the contrary, the only services or rights to which Subtenant is entitled under this Sublease are those to which Sublandlord is entitled under the Master Lease and Subtenant will look to the Master Landlord under the Master Lease for all such services and rights. If the approval of Landlord is required under the Master Lease, then Subtenant shall obtain the approval of both Sublandlord and Master Landlord.
2.5 Subtenant shall neither do nor permit anything to be done which would cause the Master Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in the Master Landlord under the Master Lease, and Subtenant shall indemnify and defend Sublandlord from and against all claims of any kind whatsoever by reason of any breach or default of Subtenant which caused the Master Lease to be terminated or forfeited.
Appears in 1 contract
Sources: Sublease (Phase Metrics Inc)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant Sublessee hereby assumes and agrees to perform all of the obligations of "“Tenant” (and/or “Lessee" ”) under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's Sublessee’s use of the Common Areas, except as specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts to cause Lessor under the Master Lease to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's Sublessee’s use of the Common Areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord Sublessor (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party.
2.2 All party or (c) exercising any of the terms and conditions contained in its other continuous rights under the Master Lease are incorporated herein, except as specifically provided below, and such terms and conditions, together with the terms and conditions specifically set forth in this Sublease, shall constitute the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall remain solely the rights and obligations of Sublandlord: 1, 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E.Lease.
Appears in 1 contract
Sources: Sublease (Puredepth, Inc.)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby Lease and from and after the Effective Date Sublessee assumes and agrees to perform all of the obligations of "Lessee" under Tenant (as defined in the Master Lease Lease) in the Lease, to the extent said obligations apply terms and conditions are applicable to the Subleased Sublease Premises (as hereinafter defined) subleased pursuant to this Sublease, except for the payment of rent under the Lease and Subtenant's use except as otherwise expressly provided in this Sublease. All of the Common Areas, terms and conditions of the Lease in Exhibit A are incorporated herein as terms and conditions of this Sublease (except as specifically set forth otherwise provided herein. Sublandlord hereby agrees , with each reference therein as modified in this Sublease Agreement to use commercially reasonable efforts "Landlord" and "Tenant" to cause Lessor be deemed to perform refer to Sublessor and Sublessee, respectively) and along with all of the obligations following paragraphs set out in this Sublease, shall be the complete terms and conditions of Lessor this Sublease. Upon the termination of Sublessor's interest as Tenant under the Master Lease for any reason, this Sublease shall terminate simultaneously therewith (provided, however, such termination shall not affect the parties' respective obligations and liabilities to each other under the extent said obligations apply to the Subleased Premises following two sentences of this Section 2 and Subtenant's use under Section 9 of the Common Areasthis Sublease). Subtenant Sublessee shall not commit or permit to be committed by any persons under Sublessee's control on the Subleased Sublease Premises or on any other portion of the Project any act or omission which violates shall violate any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will Sublessor hereby covenants and agrees that it shall at all times in good faith assist in carrying out satisfy and comply with all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party.
2.2 All of the terms and conditions contained in provisions of the Master Lease are incorporated hereinand shall remain obligated as Tenant to all terms thereof, except as specifically provided below, and such terms and conditions, together with the terms and conditions specifically set forth in notwithstanding this Sublease, shall constitute the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall remain solely the rights and obligations of Sublandlord: 1, 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E..
Appears in 1 contract
Sources: Sublease Agreement (Uici)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's Sublessee’s use of the Common Areascommon areas, except as specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts to cause Lessor Lessor, under the Master Lease, to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's Sublessee’s use of the Common Areascommon areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission omission, which violates any term term, or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such partyparty but, but will at all times times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord Sublessor (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party. In the event Sublessor is in default of Master Lease and fails to cure any default of Master Lease, Lessor may elect to terminate this sublease.
2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided belowParagraphs 3, 4, 5, 7, and such terms Exhibit B, and conditions, shall together with the terms and conditions specifically set forth in this Sublease, shall Sublease constitute the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall remain solely the rights and obligations of Sublandlord: 1, 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E..
Appears in 1 contract
Sources: Sublease Agreement (Zamba Corp)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease Sublessee is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant , Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areascommon areas, except as specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts to cause Lessor Lessor, under the Master Lease, to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areas. Subtenant common areas, Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation renegotiations of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such partyparty but, but will at all times times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord Sublessor (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party.
2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and such terms and conditions, together with the terms and conditions specifically set forth in this Sublease, shall constitute the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall remain solely the rights and obligations of Sublandlord: 1, 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E.
Appears in 1 contract
Sources: Sublease (Medibuy Com Inc)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "Lessee" under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas, except as specifically set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor to perform all of the obligations of Lessor under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Subtenant shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected therebyParagraphs 2, neither of the parties hereto will3(a), by renegotiation of the Master Lease3(b), assignment9, subletting26, default or any other voluntary action42, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party43, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party.
2.2 All of the terms and conditions contained in the Master Lease are incorporated herein44, except as specifically provided below45, 46, 47, 48, 49, 50, and such terms 52, and conditionsExhibit C, together with and the terms and conditions specifically set forth in this Sublease, shall constitute the complete terms and conditions of this SIG Sublease, except the following paragraphs of the Master Lease which shall remain solely the rights and obligations of Sublandlord: 1, Paragraphs 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 3518, Work Letter 19, 20 and 21, and Exhibit "C", Exhibit D and E.Sublessee shall perform the obligations of Tesseract and Sublessor under the Master Lease and SIG Sublease, to the limited extent said terms and conditions are applicable to the Subleased Space. Except as otherwise provided herein with respect to the Sublessee, each party hereto agrees to perform and comply with the terms, provisions, covenants and conditions of the Master Lease and the SIG Sublease, and not to do or permit anything to be done which would result in a default under the Master Lease or the SIG Sublease to the extent binding on such party, or cause the Master Lease or the SIG Sublease to be terminated or forfeited. Any insurance carried by Landlord, Sublessor, or Sublessee with respect to the Subleased Space and property therein or occurrences thereon shall, if it can be so written without additional premium, or with an additional premium which the requesting party agrees to pay, include a clause or endorsement denying to the insurer right of subrogation against that party to the extent rights have been waived by the insured prior to occurrence of injury or loss. Each party, notwithstanding any provisions of this Sublease to the contrary, hereby waives any rights of recovery against the other for property or claims covered by insurance containing such a clause or endorsement to the extent of the indemnification received thereunder. Notwithstanding any provision of the Master Lease or the Sublease to the contrary, Sublessor shall be and remain liable for all of its obligations under the SIG Sublease. Sublessee recognizes that Sublessor is not in a position to render any of the services or to perform any of the obligations required of Landlord by the terms of the Master Lease. Sublessee agrees that performance by Sublessor of its obligations under this Sublease is conditioned on performance by the Landlord of its corresponding obligations under the Master Lease, and Sublessor will not be liable to Sublessee for any default of the Landlord under the Master Lease. Notwithstanding the above provisions, Sublessor will use diligent commercially reasonable efforts to enforce Tesseract's and Landlord's obligations under the SIG Sublease and the Master Lease respectively. Sublessee will not have any claim against Sublessor based on the Landlord's failure or refusal to comply with any of the provisions of the Master Lease unless that failure or refusal is a result of any act or omission of Sublessor or any employee, agent or contractor of Sublessor. Despite the Landlord's failure or refusal to comply with any of those provisions of the Master Lease, this Sublease will remain in full force and effect and Sublessee will pay the base rent and all other charges provided for in this Sublease without any abatement, deduction or setoff. However, Sublessee will receive its prorata share of any rent abatement in the event of a condemnation or casualty affecting the use of the Subleased Space, to the extent the Subleased Space is rendered unusable by Sublessee in the conduct of its business. In the event Sublessor receives the benefit of any other rent abatement under the SIG Sublease, Sublessee will receive its share of such abatement to the extent that the event giving rise to the abatement affects the Subleased Space. Sublessor represents and warrants that as of the date of this Sublease, (a) the SIG Sublease is unmodified and in full force and effect, (b) to the best of Sublessor's actual knowledge, the Sublessor has no offsets, defenses or counterclaims against Tesseract under the SIG Sublease, (c) there is no default or event of default by Sublessor or Tesseract under the SIG Sublease or any event which with the giving of notice and/or the passage of time, or both, would constitute a default or event of default by Sublessor or Tesseract under the SIG Sublease, (d) to the best of Sublessor's actual knowledge without inquiry, there is no default or event of default by Tesseract under the Master Lease, or any event which with the giving of notice and/or the passage of time, or both, would constitute a default or event of default by Tesseract under the Master Lease, and (e) Sublessor has not encumbered its interest in the SIG Sublease. Sublessor further represents and warrants to the best of Sublessor's actual knowledge without inquiry that as of the date of this Sublease, (a) the Master Lease is unmodified and in full force and effect and (b) there is no default or event of default by Landlord or Tesseract under the Master Lease or any event which with the giving of notice and/or the passage of time, or both, would constitute a default or event of default by Landlord or Tesseract under the Master Lease.
Appears in 1 contract
Sources: Sub Sublease Agreement (Digitas Inc)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 (a) This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes Lease in Exhibit A, except as specifically stated otherwise herein and agrees to Sublessee shall assume and perform all of the obligations of "Sublessor's (Lessee" under ) in the Master Lease Prime Lease, to the extent said obligations apply terms and conditions are applicable to the Subleased Premises and Subtenant's use of the Common Areas, except as specifically set forth hereinpremises subleased pursuant to this Sublease. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor to perform all of the obligations of Lessor under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project subleased premises any act or omission which violates shall violate any term or condition of the Master Prime Lease. Except In the event of the termination of Sublessor's interest as Lessee under the Prime Lease for any reason, then Sublessee (if in conforming use and good financial standing with respect to rental payments, i.e. not in default or having any liens against property) shall have the option to exercise either of the following alternatives within ten (10) days thereafter by written notice to Lessor; 1) to terminate this Sublease and vacate the Premises within thirty (30) days, or 2) assume Sublessor's Prime Lease obligations applicable to the extent waived or consented to in writing by the other party or parties hereto who are affected therebyDemised Premises (7524-7530 Washington Avenue South), neither of which shall release Sublessor from its obligations under the parties hereto will, by renegotiation of the Master Prime Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or .
(b) from assigning its interest in this Sublease or subletting the Premises to any other third party.
2.2 All of the terms and conditions contained in the Master Prime Lease are incorporated herein, except herein as specifically provided below, and such terms and conditions, together with the terms and conditions specifically of this Sublease (with each reference therein to Lessor and Lessee to be deemed to refer to Sublessor and Sublessee) and along with all of the following paragraphs set forth out in this Sublease, shall constitute be the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall remain solely the rights and obligations of Sublandlord: 1, 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E..
Appears in 1 contract
Sources: Consent to Sublease (Expresspoint Technology Systems Inc)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all the Master Lease. Upon any termination of the terms and conditions Master Lease, this Sublease shall also terminate. Sublandlord shall not terminate the Master Lease without the consent of Subtenant; provided however, that Sublandlord may terminate the Master Lease in the event of a casualty or condemnation without Subtenant's consent if Sublandlord has the fight to do so under the Master Lease. If Sublandlord elects to terminate the Master Lease in such circumstances, Sublandlord shall notify Subtenant concurrently with giving notice to Landlord, which notice shall be given not less than one hundred twenty (120) days following the date of the casualty or condemnation, as the case may be; provided however, that Sublandlord shall have the fight to provide earlier notice if Sublandlord is required to do so under the Master Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "LesseeTenant" under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas, except as specifically set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor Landlord under the Master Lease to perform all of the obligations of Lessor under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common AreasLandlord thereunder. Subtenant shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which .which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party.
2.2 All of the terms and conditions contained in the Master Lease that are incorporated herein, except as specifically provided below, and such terms and conditions, together with the terms and conditions specifically set forth in subparagraph (h) below are incorporated into this Sublease as if fully set forth herein subject to the following and any additional exceptions set forth in said subparagraph (h):
(a) All references in such incorporated provisions to "Landlord", "Tenant", "Premises", "Lease" and "Basic Annual Rent" for the purposes of this Sublease shall be deemed to refer respectively to "Sublandlord", "Subtenant", the "Subleased Premises" this "Sublease" and "Base Monthly Rent" as such terms are defined in this Sublease, shall constitute the complete terms ; and conditions of this Sublease, except the following paragraphs all references to paragraph numbers of the Master Lease which in incorporated provisions of the Master Lease shall remain solely the rights and obligations of Sublandlord: 1, 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E.be deemed to be references to such paragraphs as incorporated into this Sublease.
Appears in 1 contract
Sources: Sublease (Pointcast Inc)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "Lessee" under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas, except as specifically set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts comply with all the terms and conditions of the Master Lease and to cause Lessor under the Master Lease to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Subtenant shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord upon at least 30 calendar days prior written notice to Subtenant (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party.
2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and such terms and conditions, together with the terms and conditions specifically set forth in this Sublease, shall constitute the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall remain solely be the rights and obligations obligation of Sublandlord: 1Paragraphs: 2. Term and Rent, 43. Deposit 31. Rent, 5Lessee Improvements, 7Right of First Refusal, 933.2 Term, 1533.3 Rent, 1633.4 Deposit, 1733.8 Leasehold Improvements to be Provided by Lessor, 3533.13 Broker, Work Letter C33.14 Renewal option, Exhibit D and E.33.15 Renewal commission
Appears in 1 contract
Sources: Gross Lease (Getthere Com)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "Lessee" under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas, except as specifically set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor under the Master Lease to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Subtenant shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party.
2.2 All of the terms and conditions contained in . If Sublandlord exercises its right, if any, to terminate the Master Lease Lease, the Sublandlord shall reimburse Subtenant for the remaining portion of unamortized (on straight line basis) Tenant Improvement costs as outlined on Addendum #1 Paragraph 2. The full unamortized Tenant Improvement costs are incorporated herein, except as specifically provided below, and such terms and conditions, together with to be paid by Sublandlord when Subtenant is required to vacate the terms and conditions specifically set forth in this Sublease, shall constitute the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall remain solely the rights and obligations of Sublandlord: 1, 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E.Subleased Premises.
Appears in 1 contract
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "Lessee" Tenant under the Master Lease except as specifically set forth herein. Sunstorm hereby agrees to cause Landlord under the Master Lease to perform all of the obligations of Landlord thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas, except as specifically set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor to perform all of the obligations of Lessor under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common AreasPremises. Subtenant shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord Sunstorm (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party.
2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and such terms and conditions, together with the terms and conditions specifically set forth in this Sublease, shall constitute the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall remain solely the rights and obligations of Sublandlord: 1, 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E.
Appears in 1 contract
Sources: Industrial Sublease Agreement (Polygenetics International Inc)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "LesseeTenant" under the Master Lease to the extent said obligations apply to the Subleased Premises sublicensed premises and Subtenant's use of any Direct Operating Expenses relating to the Common Areas, except as specifically set forth hereinsublicensed premises. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor Landlord under the Master Lease to perform all of the obligations of Lessor under the Master Lease Landlord thereunder to the extent said obligations apply to the Subleased Premises subleased premises and Subtenant's use of the Common common areas and Outside Areas. Subtenant shall not commit or permit to be committed on the Subleased Premises subleased premises or on any other portion of the Project any act or omission which violates any term or condition conditions of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third partySublease.
2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, herein and such terms and conditions, together with the terms and conditions specifically set forth in this Sublease, Sublease shall constitute the complete terms and conditions of this Sublease.
2.3 The parties agree that the terms of Addendum Number 2 and Addendum Number 3 shall not apply to this transaction. Further, except the following paragraphs parties agree that Section 33.1 of the Master Lease which shall remain solely the rights and obligations of Sublandlord: 1, 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E.is hereby deleted.
Appears in 1 contract
Sources: Sub Sublease (Juniper Networks Inc)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areascommon areas, except as specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts to cause Lessor Lessor, under the Master Lease, to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areascommon areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such partyparty but, but will at all times times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord Sublessor (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third partySublease.
2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and such terms and conditions, shall together with the terms and conditions specifically set forth in this Sublease, shall Sublease constitute the complete terms and conditions of this Sublease. 2 (Rent), except the following 4G (Security Deposit), 39 (Basic Rent), 40 (Early Occupancy); and paragraphs of the Master Lease which shall remain solely the rights and obligations of Sublandlordlease amendment #1 dated May 27, 1998: 1, 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E.2 (Termination Agreement).
Appears in 1 contract
Sources: Sublease (Power Integrations Inc)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 5.1 This Sublease is and at all times shall be subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes Sublessee shall take no action which would cause Sublessor to be in default of its obligations under the Lease, and agrees to Sublessee shall perform all of the its obligations under this Sublease, and Sublessee shall indemnify and hold Sublessor harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of "Lessee" Sublessee's failure to do so. Sublessor shall fully perform all of its obligations under the Master Lease (except to the extent said any of the same are the obligation of Sublessee hereunder) and shall indemnify and hold Sublessee harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorneys' fees and costs, arising out of Sublessor's failure to do so. Upon any termination of the Lease, this Sublease shall terminate concurrently therewith except as otherwise provided in the Consent of Landlord to Sublease and without any liability of Sublessor to Sublessee; provided, however, that a Lease termination due to Sublessor's default of its obligations apply under the Lease or this Sublease, shall be subject to the Subleased Premises and Subtenant's use indemnification set forth above. Sublessor shall not enter into any amendment or modification of the Common AreasLease without the consent of Sublessee, except as specifically set forth herein. Sublandlord hereby agrees nor shall Sublessor consent to use commercially reasonable efforts to cause Lessor to perform all a termination of the obligations of Lessor under Lease or exercise any option to terminate the Master Lease to that it may have, or surrender the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Subtenant shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid without the observance or performance prior written consent of the terms to Sublessee which will not unreasonably be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease withheld (and in taking all such action except as may be necessary or appropriate to protect the rights specifically permitted by this Sublease).
5.2 Except for paragraphs 1, 2, 3, 49, and 52 of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or and the second sentence of paragraph 9 of Exhibit B to the Lease (ii) shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party.
2.2 All "Tenant Improvement Agreement"); all of the terms and conditions contained in the Master Lease in the form attached hereto as Exhibit A are incorporated herein, except herein as specifically provided below, and such terms and conditions, together with the terms and conditions specifically set forth in this Sublease, shall constitute the complete terms and conditions of this Sublease. All references in the Lease to the "Lease" or the "lease" shall be deemed to refer to this Sublease and all references in the Lease to "Landlord" and "Tenants shall be deemed to refer to Sublessor and Sublessee, respectively, except the following paragraphs that any reference to "Landlord" in Paragraph 12, 13, 23, 24, 27, 33, 34, 36, 39, 40, and 41 of the Master Lease which shall remain solely be deemed to refer to both Landlord and Sublessor and any reference in Paragraphs 11 (except that Sublessee's reimbursement of insurance premiums paid by Landlord for the rights and obligations of Sublandlord: 1, 4, 5, 7, 9, 15Premises shall be paid to Sublessor), 16, 1720, 25, 26, 29, 30, 31, 32, 35, Work Letter C37, Exhibit D and E.53 of the Lease shall be deemed to refer to Landlord only; provided, however, that Sublessor shall use reasonable efforts to enforce the obligations of Landlord pursuant to Paragraphs 11, 16, 20, 25, 26, 29, 30, 31, and 32 of the Lease for the benefit of Sublessee. Such efforts shall include the following: (i) upon Sublessee's written request, promptly notifying Landlord of any nonperformance under the Lease and requesting that Landlord perform its obligations thereunder; and (ii) after the time by which Landlord must cure a breach has expired, cooperating with Sublessee to institute, in the name of Sublessor, such legal proceedings as may be appropriate, with legal counsel selected by Sublessee and approved by Sublessor, to enforce the obligations of Landlord under the Lease (including the execution of such documents as may be reasonably required by such legal counsel). Sublessor and Sublessee shall be entitled to jointly control the conduct of the litigation; provided, however, that in the conduct of any litigation brought against Landlord to enforce its obligations under the Lease for the benefit of Sublessee, both Sublessor and Sublessee shall have an obligation to act in a commercially reasonable manner and with the goal of employing a strategy which is designed to ensure that Landlord will fully perform its obligations under the Lease, and no action may be taken which may materially and adversely affect the other party's rights or obligations under the Lease or Sublease without such other party's consent, including settlement. All reasonable costs incurred in connection with any enforcement undertaken by Sublessor at the request of Sublessee shall be paid by Sublessee. Sublessor agrees; however, that if Sublessor is the prevailing party in any action instituted against Landlord at Sublessee's request to enforce the obligations of Landlord under the Lease, and Sublessor recovers any attorneys' fees and costs from Landlord in connection therewith, Sublessor shall apply the amount recovered by Sublessor to any attorneys' fees and costs incurred by Sublessor in connection with such action (to the extent such fees and costs have not yet been paid or reimbursed by Sublessee) and, to the extent that Sublessee has incurred and paid legal fees in connection with such action, the balance, if any, of the amount recovered by Sublessor shall be paid to Sublessee.
Appears in 1 contract
PROVISIONS CONSTITUTING SUBLEASE. 2.1 5.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "Lessee" under the Master Lease to the extent said such obligations apply to the Subleased Premises and Subtenant's use of the Common Areas, except as specifically set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor Master Landlord under the Master Lease to perform all of the obligations of Lessor under the Master Lease Landlord thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Subtenant shall not commit or permit to be committed on the Subleased Premises Premises, the Common Areas, or on any other portion of the Project property any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained Subject to the foregoing and except as otherwise provided herein, nothing in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest interests in this Sublease to any affiliate of Sublandlord, or from subletting any other portion of the Premises to any other third party.
2.2 All 5.2 This Sublease shall be subject and subordinate to all of the terms and conditions contained provisions of the Master lease, and Master Landlord shall have all rights in respect of the Master Lease are incorporated hereinand the Subleased Premises as set forth therein. Except for payments of rent under Section 4 of the Master Lease (which payments shall be made by Sublandlord), and, except as specifically otherwise provided belowin Section 7 hereof, Subtenant hereby assumes and such terms and conditionsagrees to perform for Sublandlord's benefit, together with during the terms and conditions specifically set forth in this Sublease, shall constitute the complete terms and conditions term of this Sublease, except the following paragraphs all of Sublandlord's obligations under the Master Lease lease insofar as they relate to the Subleased Premises (hereinafter the "Assumed Obligations"), which shall remain solely accrue during the rights and obligations term of Sublandlord: 1, 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E.this Sublease.
Appears in 1 contract
Sources: Sublease (Cobalt Networks Inc)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 2.1. This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's Sublessee’s use of the Common Areascommon areas, except as specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts to cause Lessor Lessor, under the Master Lease, to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's Sublessee’s use of the Common Areascommon areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such partyparty but, but will at all times times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) Sublessor from assigning its interest in this Sublease or subletting the Premises to any other third party.
2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and such terms and conditions, together with the terms and conditions specifically set forth in this Sublease, shall constitute the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall remain solely the rights and obligations of Sublandlord: 1, 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E.
Appears in 1 contract
Sources: Sublease (Zamba Corp)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 (a) This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease, and all amendments thereto; provided, however, Sublessee’s consent must obtained for any and all amendments after the date hereof that materially adversely affect any of Sublessee’s rights thereunder. Sublessee shall in no case have any rights under this Sublease that exceed Sublessor’s rights as tenant under the Lease. Subtenant hereby assumes Sublessee shall neither do nor permit to be done anything which would constitute a default under the Lease or cause the Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Lessor thereunder. Sublessee shall assume and agrees to perform all of the obligations of "Lessee" under Sublessor as tenant in the Master Lease to the extent said obligations apply terms and conditions are applicable to the Subleased Premises and Subtenant's use of the Common AreasPremises, except as specifically expressly set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor to perform all In the event of any conflicts between the terms of the obligations Sublease and the terms of Lessor under the Master Lease Lease, for all purposes hereof, the terms of the Sublease shall control; however, to the extent said obligations apply to that an issue is not addressed in the Subleased Premises Sublease, and Subtenant's use also not specifically excluded herein, the terms of the Common AreasLease shall control. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates shall violate any term or condition of the Master LeaseLease incorporated under this Sublease. Except to In the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither event of the parties hereto willtermination of Sublessor’s interest as tenant under the Lease for any reason, other than a voluntary termination agreed to by renegotiation of the Master LeaseLessor and Sublessor, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of then this Sublease and in taking all such action as may be necessary or appropriate shall terminate simultaneously therewith without any liability of Sublessor to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or Sublessee.
(b) from assigning its interest in this Sublease or subletting the Premises to any other third party.
2.2 All Except as otherwise set forth herein, all of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and such terms and conditions, together with the terms and conditions specifically of this Sublease (with each reference therein to Lessor, as landlord, and Sublessor, as tenant, to be deemed to refer to Sublessor, as landlord, and Sublessee, as tenant, respectively), and along with all of the following paragraphs set forth out in this Sublease, Sublease shall constitute be the complete terms and conditions of this Sublease. The consent of Sublessor shall be required in connection with any act which requires the consent of Lessor, except as landlord, pursuant to the Lease, notwithstanding that a particular provision herein may not require Sublessor’s consent or states that only Lessor’s consent is required.
(c) The terms, provisions, covenants, and conditions of the Lease are incorporated herein by reference on the following paragraphs mutually accepted understandings:
(i) In any case where the Lessor reserves the right to enter the Original Premises pursuant to the Lease, said right shall inure to the benefit of the Master Lessor as well as to Sublessor with respect to entry onto the Premises.
(ii) With respect to the performance of any other obligations required of Lessor under the Lease, including, but not limited to, work, services, repairs, repainting and restoration, Sublessor’s sole obligation shall be to act on Sublessee’s behalf in requesting the performance of the same of Lessor, after first receiving a request in writing from Sublessee, and to use its best efforts in order to obtain the performance of the same from Lessor.
(iii) Notwithstanding anything in this Sublease or the Lease which to the contrary, Sublessee agrees that Sublessor shall remain solely not be obligated to furnish for or to Sublessee any service of any nature whatsoever. However, in accordance with provision (ii) above, Sublessor shall act on Sublessee’s behalf in requesting the performance of such services for the Premises by Lessor pursuant to the terms of the Lease.
(iv) Since Lessor’s consent to this Sublease is required pursuant to the terms of the Lease, this Sublease and the obligations of the parties hereto shall be contingent upon Sublessor obtaining the consent of the Lessor to this Sublease. The parties hereto agree to be bound by the terms of this Sublease until such time as such consent of the Lessor has been obtained, or until such consent is deemed to have been granted pursuant to the terms of the Lease. If for any reason such consent of the Lessor is not obtained, this Sublease shall then be null and void and both parties will be released from their obligations hereunder.
(v) Notwithstanding anything in this Sublease to the contrary, this Sublease shall not incorporate any provision of the Lease nor shall Sublessee benefit from the rights or privileges contained in any provision of the Lease, which, pursuant to and obligations in accordance with its particular terms and conditions is not applicable to subleases or assignments, or any provision of Sublandlordthe Lease, which by its nature or pursuant to a specified prohibition contained in the Lease, is personal to Sublessor or would not convey or transfer by a sublease or assignment of all or a portion of the Original Premises. For the avoidance of doubt, the following sections shall not be incorporated herein: 1Sections 2, 3, and 5 and Exhibit B and Schedule 1 of the Original Lease; Sections 5(b), (c) and (d), 6 and 7 of the First Amendment; Sections 5(b), (c) and (d), 6,7, 8 and 9 of the Second Amendment; and Sections 4, 5, 76(b), 9(c) and (d), 157,11, 16, 17, 35, Work Letter C, Exhibit D 12 and E.14 of the Third Amendment.
Appears in 1 contract
PROVISIONS CONSTITUTING SUBLEASE. 2.1 (a) This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes Lease in Exhibit A, except as specifically exempted herein and agrees to Sublessee shall assume and perform all of the obligations of "Lessee" under the Sublessor and Tenant in said Master Lease Lease, to the extent said obligations apply terms and conditions are applicable to the Subleased Premises and Subtenant's use of the Common Areas, except as specifically set forth hereinpremises subleased pursuant to this Sublease. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor to perform all of the obligations of Lessor under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common AreasTHIS SUBLEASE IS ALSO SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THE CONSENT TO THIS SUBLEASE TO BE OBTAINED FROM THE LESSOR UNDER THE MASTER LEASE ("LESSOR"). Subtenant Sublessee shall not commit or nor permit to be committed on the Subleased Premises or on any other portion of the Project subleased premises any act or omission which violates shall violate any term or condition of the Master Lease. Except to In the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither event of the parties hereto will, by renegotiation termination of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action Sublessor's interest as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its right to terminate Tenant under the Master Lease pursuant for any reason, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to paragraph 23 thereof or Sublessee. SUBLESSEE SHALL BE ENTITLED TO THE BENEFIT OF ALL OF THE OBLIGATIONS OF LESSOR PURSUANT TO THE MASTER LEASE WITH RESPECT TO THE BUILDING AND THE DEMISED PREMISES, INCLUDING BUT NOT LIMITED TO THE OBLIGATIONS TO REPAIR AND RESTORE AND PROVIDE OR RENDER WORK OR SERVICES, AND SUBLESSEE AGREES THAT SUCH OBLIGATIONS SHALL BE THE RESPONSIBILITY OF LESSOR AND NOT THOSE OF SUBLESSOR. IN THE EVENT LESSOR SHALL FAIL OR REFUSE TO COMPLY WITH ANY OF THE TERMS OF THE MASTER LEASE, SUBLESSEE SHALL HAVE THE RIGHT, IN ITS OWN NAME AND AT ITS OWN COST, TO REQUIRE AND OBTAIN PERFORMANCE BY LESSOR PURSUANT TO THE TERMS OF THE MASTER LEASE. SUBLESSEE SHALL LOOK SOLELY TO LESSOR FOR THE PERFORMANCE OF ALL SERVICES REQUIRED TO BE PERFORMED BY LESSOR UNDER THE MASTER LEASE, AND SHALL NOT UNDER ANY CIRCUMSTANCES SEEK NOR REQUIRE SUBLESSOR TO PERFORM ANY OF SUCH SERVICES, NOR SHALL SUBLESSEE MAKE ANY CLAIM UPON SUBLESSOR FOR ANY DAMAGES WHICH ARISE BY REASON OF THE NEGLIGENCE, WHETHER BY OMISSION OR COMMISSION OF LESSOR.
(b) from assigning its interest in this Sublease or subletting the Premises to any other third party.
2.2 All of the terms and conditions contained in the Master Lease in Exhibit A are incorporated herein, except for paragraphs 1.4, 1.5, 1.6, 3.1, 3.2, 4.1, 5.1, 6.1, 6.2, 19.2, AND ADDENDUM PARAGRAPHS I, II, III, AND EXHIBIT C, as specifically provided below, and such terms and conditions, together with the terms and conditions specifically of this Sublease (with each reference therein to Landlord and Tenant to be deemed to refer to Sublessor and Sublessee) and along with all of the following paragraphs set forth out in this Sublease, shall constitute be the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall remain solely the rights and obligations of Sublandlord: 1, 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E..
Appears in 1 contract
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease shall be of no force and effect unless and until the Lessor/Landlord under the Master Lease shall grant its consent in writing thereto and this Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes Lease except as specifically exempted herein and agrees to Sublessee shall assume and perform all of the obligations of "Sublessor as Lessee" under the /Tenant in said Master Lease to the extent said obligations apply terms and conditions are applicable to the Subleased Premises and Subtenant's use of the Common Areas, except as specifically set forth hereinsubleased pursuant to this Sublease. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor to perform all of the obligations of Lessor under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased subleased Premises or on any other portion of the Project any act or omission which violates shall violate any term or condition of the Master Lease. Except to In the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither event of the parties hereto will, by renegotiation termination of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action Sublessor’s interest as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its right to terminate Lessee/Tenant under the Master Lease pursuant to paragraph 23 thereof or (b) from assigning its interest in for any reason, then this Sublease or subletting the Premises shall terminate coincidentally therewith without any liability of Sublessor to any other third party.
2.2 Sublessee. All of the terms and conditions contained in the Master Lease are incorporated herein, herein except in paragraph 12 as specifically provided below, and such terms and conditions, together with the terms and conditions specifically of this Sublease (with each reference therein to Lessor/Landlord and Lessee/Tenant to be deemed to refer to Sublessor and Sublessee) and along with all of the following paragraphs set forth out in this Sublease, shall constitute be the complete terms and conditions of this Sublease. In cases of any conflicts between the terms of this Sublease and the terms of the Master Lease, except the following paragraphs terms of the Master Lease which shall remain solely the rights and obligations of Sublandlord: 1, 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E.prevail.
Appears in 1 contract
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areascommon areas, except as specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts to cause Lessor Lessor, under the Master Lease, to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areascommon areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission omission, which violates any term term, or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto (which waiver or consent may be withheld in the sole discretion of each party) who are affected thereby, neither of the parties hereto will, by renegotiation or surrender of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such partyparty but, but will at all times times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord (a) Sublessor from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) from assigning Paragraph 16 of the First Addendum to Lease thereto, provided Sublessee has not exercised its interest renewal option as set forth in this Sublease or subletting the Premises to any other third partySection 5, below.
2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and such terms and conditions, shall together with the terms and conditions specifically set forth in this Sublease, shall Sublease constitute the complete terms and conditions of this Sublease: Paragraph 1.1(A), except the following paragraphs of the Master Lease which shall remain solely the rights and obligations of Sublandlord: 1(B), 4(E), 5(G), 7(H), 9(I), (J), (K), (S), (U) (Exhibit "D" only), (V) (Paragraph 2.3, 15, 16, 1717 and 18 only); Paragraph 2.3; Paragraph 2.4; Paragraph 2.6; Paragraph 2.7; Paragraph 3.1; Paragraph 3.6; Paragraph 3.7, 35, Work Letter C, Exhibit D and E.Paragraph 14.
Appears in 1 contract
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes Lease (a copy of which is attached hereto as Exhibit" B") and agrees to perform all of the obligations of "Lessee" under matters to which the Master Lease is subordinate, to the extent said obligations apply not inconsistent with the provisions of this Sublease. As pertains to the Subleased Premises and Subtenant's use Sublet Premises, the provisions of the Common Areas, except Master Lease are incorporated herein by reference with the same force and effect as specifically if they were fully set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor to perform all of but specifically excluding the obligations of Lessor under following Paragraphs or Sections: Section 1 and Section 8. Notwithstanding the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Subtenant shall not commit or permit to be committed on the Subleased Premises or on foregoing, any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all inconsistencies between the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party.
2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and such terms and conditions, together with the terms and conditions specifically set forth in this Sublease, shall constitute the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall remain solely result from the rights foregoing incorporation shall be resolved in favor of this Sublease, provided, however. that if construction of terms would cause Sub landlord to be in default under the terms of the Master Lease, then any inconsistency shall be resolved in favor of the Master Lease. As pertains to the Sublet Premises, Subtenant does hereby assume and obligations does hereby agree to perform Sublandlord's obligations, as Tenant under the Master Lease. Each reference in the Master Lease to "Landlord" and "Tenant" shall be read as referring to "Sublandlord” and "Subtenant", respectively, in this regard. In the event of the termination of Sublandlord: 1's interest as Tenant under the Master Lease for any reason, 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E.then this Sublease shall terminate without liability of Sublandlord to Subtenant. Subtenant shall in no event have any rights under this Sublease greater than Sublandlord's rights as tenant under the Master Lease.
Appears in 1 contract
Sources: Sublease Agreement (Homeland Integrated Security Systems, Inc.)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This In addition to all of the terms stated herein, this Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "LesseeTenant" under the Master Lease to the extent such obligations apply to the Subleased Premises and Subtenant's use of the common areas, except as specifically set forth herein. Sublandlord hereby agrees to use its reasonable best efforts to cause Master Landlord under the Master Lease to perform all of the obligations of Master Landlord thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas, except as specifically set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor to perform all of the obligations of Lessor under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areascommon areas. Subtenant shall not commit or permit to be committed on the Subleased Premises Premises, the common areas, or on any other portion of the Project property any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are is affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained Subject to the foregoing and except as otherwise provided herein, nothing in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest interests in this Sublease to any affiliate of Sublandlord, or from subletting any other portion of the Premises to any other third party.
2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and such terms and conditions, together with the terms and conditions specifically set forth in this Sublease, shall constitute the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall remain solely the rights and obligations of Sublandlord: 1, 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E.
Appears in 1 contract
Sources: Sublease (Cyberstar Computer Corp)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 (a) This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes , except as specifically exempted herein, and agrees to Sublessee shall assume and perform all of the obligations of "Lessee" Sublessor as tenant under the Master Lease Lease, to the extent said obligations apply terms and conditions are applicable to the Subleased Premises and Subtenant's use of the Common Areas, except as specifically set forth herein(defined below) subleased pursuant to this Sublease. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor to perform all of the obligations of Lessor under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Subtenant Sublessee shall not commit or nor permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates shall violate any term or condition of the Master Lease. Except In the event of the termination of Sublessor's interest as tenant under the Master Lease for any reason, this Sublease shall terminate coincidentally therewith without any liability of Sublessor to Sublessee. In case of any default hereof by Sublessee, Sublessor shall have all rights against Sublessee as would be available to Landlord against the tenant under the Master Lease if such default were by the tenant thereunder. Sublessee acknowledges that it has read and understands the Master Lease. Notwithstanding anything contained herein to the extent waived contrary, Sublessor does not by this Sublease promise or consented agree to in writing perform any obligation undertaken or assumed by Landlord under the other party or parties hereto who are affected thereby, neither of the parties hereto Master Lease. Sublessor will, however, use Sublessor's reasonable efforts to obtain performance by renegotiation of Landlord for Sublessee's benefit under the Master Lease. If Landlord does not perform its obligations under the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek Sublessee shall be entitled to avoid pursue all remedies against Landlord which are available to the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of tenant under the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its right , and Sublessor agrees to terminate the Master Lease pursuant to paragraph 23 thereof or reasonably cooperate with Sublessee in any such action.
(b) from assigning its interest in this Sublease or subletting the Premises to any other third party.
2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, as if Sublessor were the landlord and Sublessee were the tenant under the Master Lease from and after the commencement of the term of this Sublease, except for Paragraphs 1, 2, 3, 4, 5, 6 and 7 of the Second Lease Amendment, dated February 1, 1997, as specifically provided below, and such terms and conditions, together with the terms and conditions specifically of this Sublease (with each reference therein to Landlord and Tenant to be deemed to refer to Sublessor and Sublessee) and along with all of the paragraphs set forth out in this Sublease, shall constitute be the complete terms and conditions of this Sublease, except . In the following paragraphs event of conflict between the terms of this Sublease and the terms of the Master Lease which Lease, the terms of this Sublease shall remain solely the rights and obligations of Sublandlord: 1, 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E.prevail.
Appears in 1 contract
PROVISIONS CONSTITUTING SUBLEASE. 2.1 a. This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Lease attached as Exhibit A, except as specifically exempted herein and Subtenant hereby assumes shall assume and agrees to perform all of the obligations of "Lessee" under the Sublandlord as Tenant in said Master Lease Lease, to the extent said obligations apply terms and conditions are applicable to the Subleased Premises and Subtenant's use of the Common Areas, except as specifically set forth herein. Sublandlord hereby agrees premises subleased pursuant to use commercially reasonable efforts to cause Lessor to perform all of the obligations of Lessor under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areasthis Sublease. Subtenant shall not commit or permit to be committed on the Subleased Sublease Premises or on any other portion of the Project any act or omission which violates shall violate any term or condition of the Master Lease. Except to In the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither event of the parties hereto willtermination of Sublandlord's interest as Tenant under the Master Lease for any reason, then this Sublease shall terminate coincidentally therewith without any liability of Sublandlord to Subtenant provided such termination is not the result of a default by renegotiation of Sublandlord as Tenant under the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party.
2.2 b. All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided belowexcept: (i) for necessary modifications to the Basic Lease Summary including Paragraphs A, G, ▇, ▇, ▇, ▇-▇, ▇-▇, ▇, ▇▇▇ ▇▇▇ deletions of Paragraph 8.4, (ii) Exhibit B and Exhibit C, (iii) Addendum II, (iv) Addendum III, Paragraphs 3, 4, 5, Paragraphs 8 & 9 (to the extent they impose a burden or liability on Sublandlord), and such terms 35 and conditions, together with the (v) Addendum IV as terms and conditions specifically of this Sublease; (with each reference therein to Landlord and Tenant to be deemed to refer to Sublandlord and Subtenant except as otherwise provided in this Sublease) and along with all of the following paragraphs set forth out in this Sublease, shall constitute be the complete terms and conditions of this Sublease, except . If there is a conflict between the following paragraphs provisions of this Sublease and the Master Lease which Lease, the provisions of this Sublease shall remain solely the rights prevail as between Sublandlord and obligations of Sublandlord: 1, 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E.Subtenant.
Appears in 1 contract
Sources: Sublease (Harvey Entertainment Co)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "LesseeTenant" under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common AreasAreas as depicted in "Exhibit A" attached, except as specifically set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor Landlord under the Master Lease to perform all of the obligations of Lessor under the Master Lease Landlord thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Neither Subtenant nor its employees, agents, contractors or invitees ("Subtenant's Agents") shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project Master Premises any act or omission which violates the rights of any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither . Neither of the parties hereto will, by renegotiation of the Master Lease, Lease assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) from assigning its interest in this Sublease or subletting portions of the Master Premises to any other third partythan the Subleased Premises.
2.2 With respect to all of the provisions of the Master Lease incorporated into this Sublease, wherever the word "Premises" is used in the Master Lease, for purposes of this Sublease, the word "Subleased Premises" shall be substituted; wherever in the Master Lease the word "Tenant" appears, for purposes of this Sublease, the word "Subtenant" shall be substituted; wherever in the Master Lease the word "Landlord" appears, for the purposes of this Sublease, the word "Sublandlord" shall be substituted. Notwithstanding the foregoing, the word "Landlord" in Paragraph 5 of the Master Lease shall be deemed to refer to "Master Landlord", and the word "Sublandlord" shall not be substituted therefor. All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and such terms and conditions, together with the terms and conditions specifically set forth in this Sublease, shall constitute the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall remain solely be the rights and obligations obligation of Sublandlord: 1the description of the Premises leased pursuant to the Master Lease, 4Para▇▇▇▇▇▇ ▇, 5▇, 7▇▇, 9▇▇, 15▇▇, 16▇▇, 17▇▇, 3543, Work Letter C54, 55 and replace "Exhibit D and E.B" with "Exhibit A of the Sublease" in Paragraph 44.
Appears in 1 contract
Sources: Sublease (Transmeta Corp)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "LesseeTenant" under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common AreasAreas as depicted in "Exhibit A" attached, except as specifically set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor Landlord under the Master Lease to perform all of the obligations of Lessor under the Master Lease Landlord thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Neither Subtenant nor its employees, agents. contractors or invitees ("Subtenant's Agents") shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project Master Premises any act or omission which violates the rights of any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither . Neither of the parties hereto will, by renegotiation of the Master Lease, Lease assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) from assigning its interest in this Sublease or subletting portions of the Master Premises to any other third partythan the Subleased Premises.
2.2 With respect to all of the provisions of the Master Lease incorporated into this Sublease, wherever the word "Premises" is used in the Master Lease, for purposes of this Sublease, the word "Subleased Premises" shall be substituted; wherever in the Master Lease the word "Tenant" appears, for purposes of this Sublease, the word "Subtenant" shall be substituted; wherever in the Master Lease the word "Landlord" appears, for the purposes of this Sublease, the word "Sublandlord" shall be substituted. Notwithstanding the foregoing, the word "Landlord" in Paragraph 5 of the Master Lease shall be deemed to refer to "Master Landlord", and the word "Sublandlord" shall not be substituted therefore. All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and such terms and conditions, together with the terms and conditions specifically set forth in this Sublease, shall constitute the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall remain solely he the rights and obligations obligation of Sublandlord: 1the description of the premises leased pursuant to the Master Lease, 4Para▇▇▇▇▇▇ ▇, 5▇, 7▇▇, 9▇▇, 15▇▇, 16▇▇, 17▇▇, 3543, Work Letter C54, 55 and replace "Exhibit D and E.B" with "Exhibit A of the Sublease" in Paragraph 44.
Appears in 1 contract
Sources: Sublease (Transmeta Corp)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" under the Master Lease to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areas, except as specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts to cause Lessor under the Master Lease to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and SubtenantSublessee's use of the Common Areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission omission, which violates any term term, or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord Sublessor (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the express terms thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party.
2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and such terms and conditions, together with the terms and conditions specifically set forth in this SubleaseSublease and the Addendum hereto, shall constitute the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall remain solely be the rights obligation of Sublessor: Lease Date, Lessor, Lessee, Term, Rent, Security Deposit and obligations of Sublandlord: 1Broker from the Basic Lease Provisions; sections 2, 4, 5, 6, 7, 9, 15, 16, 1719, 29(b), 34(b), 35, Work Letter C39(j) and Exhibit C of the Master Lease, Exhibit D and E.all provisions of the Amendment except for the provision extending the term of the Master Lease.
Appears in 1 contract
Sources: Sublease (Efax Com Inc)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes Lease in Exhibit A and agrees to Sublessee shall perform all of the obligations of "Lessee" under the Master Lease Sublessor and Tenant in said lease, to the extent said obligations apply terms and conditions are applicable to the Subleased Premises and Subtenant's use of the Common Areas, except as specifically set forth hereinpremises subleased pursuant to this sublease. Sublandlord hereby Each party hereto agrees to use commercially reasonable efforts to cause Lessor to perform all of and comply with the obligations of Lessor under the Master Lease to the extent said obligations apply to the Subleased Premises terms, provisions, covenants and Subtenant's use of the Common Areas. Subtenant shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation conditions of the Master Lease, assignment, subletting, default and not to do or any other voluntary action, avoid or seek to avoid the observance or performance of the terms permit anything to be observed or performed hereunder by such party, but will at all times done which would result in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of a default under the Master Lease; , or (ii) shall prevent cause the Lease to be terminated or prohibit Sublandlord (a) from exercising its right forfeited. Each party hereto agrees not to terminate the Master Lease pursuant to paragraph 23 thereof breach or (b) from assigning its interest in this Sublease or subletting the Premises to violate any other third party.
2.2 All of the terms terms, covenants and conditions contained in the Master Lease are incorporated hereinLease. Sublessor represents and covenants that Sublessor is not currently in default of the Master Lease. Any insurance carried by Landlord, except as specifically provided belowSublessor, or Sublessee with respect to the Premises and such terms and conditionsproperty therein or occurrences thereon shall, together if it can be so written without additional premium, or with an additional premium which the terms and conditions specifically set forth in this Subleaserequesting party agrees to pay, shall constitute include a clause or endorsement denying to the complete terms and conditions insurer right of subrogation against that party to the extent rights have been waived by the insured prior to occurrence of injury or loss. Each party, notwithstanding any provisions of this SubleaseSublease to the contrary, except hereby waives any rights of recovery against the following paragraphs other for property covered by insurance containing such clause or endorsement to the extent of the indemnification received thereunder. Notwithstanding any provision of the Master Lease which or the Sublease to the contrary, Sublessor shall remain solely primarily liable for all of its obligations under the rights and obligations of Sublandlord: 1, 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E.Master Lease.
Appears in 1 contract
Sources: Sublease Agreement (Digitas Inc)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" Lessee under the Master Lease Lease, as incorporated herein, to the extent said obligations apply to the Subleased Premises and Subtenant's Sublessee’s use of the Common Areascommon areas, except as specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts exercise due diligence to cause Lessor Lessor, under the Master Lease, to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's Sublessee’s use of the Common Areascommon areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such partyparty but, but will at all times times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord Sublessor (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party.
2.2 All of ; provided, however, that Sublessor agrees that it shall not terminate the Master Lease, except pursuant to the terms and conditions contained in thereof, or amend or modify the Master Lease are incorporated herein, except as specifically provided below, in any manner that adversely affects Sublessee or Sublessee’s rights and such terms and conditions, together with the terms and conditions specifically set forth in obligations under this Sublease, shall constitute the complete terms and conditions of this Subleasewithout Sublessee’s prior approval which approval may be withheld in Sublessee’s sole discretion. Regardless, except the following paragraphs of if the Master Lease which shall remain solely gives Sublessor any right to terminate the rights Master Lease in the event of the partial or total damage, destruction, or condemnation of the Although all information furnished regarding property for sale, rental, or financing is from sources deemed reliable, such information has not been verified, and obligations no express representation is made nor is any to be implied as to the accuracy thereof, and it is submitted subject to errors, omissions, change of Sublandlord: 1price, 4rental or other conditions, 5prior sale, 7lease or financing, 9, 15, 16, 17, 35, Work Letter C, Exhibit D or withdrawal without notice and E.to any special conditions imposed by our principal.
Appears in 1 contract
Sources: Consent to Sublease (Capnia, Inc.)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 (a) This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes Lease in EXHIBIT A and agrees to Sublessee shall assume and perform all of the obligations of "Lessee" under the Sublessor and Lessee in said Master Lease Lease, to the extent said obligations apply terms and conditions are applicable to the Subleased Premises and Subtenant's use of the Common Areas, except as specifically set forth hereinsubleased pursuant to this Sublease. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor to perform all of the obligations of Lessor under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises (hereinafter defined) or on any other portion of the Project Premises any act or omission which violates shall violate any term or condition of the Master Lease. Except to In the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither event of the parties hereto will, by renegotiation termination of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action Sublessor's interest as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its right to terminate Lessee under the Master Lease pursuant for any reason, then this Sublease shall terminate coincidentally therewith without any liability of Sublessor to paragraph 23 thereof or Sublessee.
(b) from assigning its interest in this Sublease or subletting the Premises to any other third party.
2.2 All of the terms and conditions contained in the EXHIBIT A Master Lease are incorporated herein, except for Sections 4 (Condition of Premises). 23 (Right of First Offer on Contiguous Space), 25 (Right of First Offer to Purchase) and 26 (Option to Extend), as specifically provided below, and such terms and conditions, together with the terms and conditions specifically of this Sublease (with each reference therein to Lessor and Lessee to be deemed to refer to Sublessor and Sublessee) and, along with all of the following Sections set forth out in this Sublease, shall constitute be the complete terms and conditions of this Sublease; provided, except however, that Sublessee acknowledges that it is the following paragraphs obligation of the Master Landlord under the Master Lease (and not Sublessor) to maintain the Premises as described in Section 6 of the Master Lease which and to restore the Premises in the event of fire or other casualty as described in Section 12 of the Master Lease (provided, however, that Master Landlord shall remain solely have no liability to Sublessee for Master Landlord's failure to perform any of its obligations under the Master Lease, there being no privity of contact between Master Landlord and Sublessee). Sublessor shall have the rights of the Landlord under the Master Lease and Sublessee shall have the obligations and responsibilities of Sublandlord: 1the Tenant, 4in each case applicable to the Subleased Premises under the Lease, 5and Sublessee takes subject to all of the obligations, 7responsibilities and covenants applicable to the Subleased Premises that Sublessee has expressly assumed as the Tenant under the Lease, 9and all of the obligations and responsibilities of the Tenant applicable to the Subleased Premises under the Lease arising on or after the date hereof Notwithstanding the foregoing, 15, 16, 17, 35, Work Letter C, Exhibit D Sublessor hereby appoints Sublessee as its agent for purposes of communicating with Master Landlord concerning maintenance and E.operational issues with respect to the Subleased Premises and the building of which it is a part.
Appears in 1 contract
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "LesseeTenant" under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common AreasAreas as depicted in "Exhibit A" attached, except as specifically set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor Landlord under the Master Lease to perform all of the obligations of Lessor under the Master Lease Landlord thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Neither Subtenant nor its employees, agents, contractors or invitees ("Subtenant's Agents") shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project Master Premises any act or omission which violates the rights of any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, Lease assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting portions of the Master Premises to any other third partythan the Subleased Premises.
2.2 With respect to all of the provisions of the Master Lease incorporated into this Sublease, wherever the word "Premises" is used in the Master Lease, for purposes of this Sublease, the word "Subleased Premises" shall be substituted and any calculation of charges shall be prorated on the basis of the proportionate share which the Subleased Premises represents per paragraph 3.2 below (i.e. 30,000 square feet); wherever in the Master Lease the word "Tenant" appears, for purposes of this Sublease, the word "Subtenant" shall be substituted; wherever in the Master Lease the word "Landlord" appears, for the purposes of this Sublease, the word "Sublandlord" shall be substituted. Notwithstanding the foregoing, the word "Landlord" in Paragraph 5 of the Master Lease shall be deemed to refer to "Master Landlord", and the word "Sublandlord" shall not be substituted therefor. All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and such terms and conditions, together with the terms and conditions specifically set forth in this Sublease, shall constitute the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall remain solely be the rights and obligations obligation of Sublandlord: 1the description of the premises leased pursuant to the Master Lease, Paragraphs 2, 3, 4A, 4F, 34, 41, 43, 55 and substitute "Exhibit B" with "Exhibit A of the Sublease" in Paragraph 44, and substitute the amount of $283,500.00 as noted in Paragraph 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E.g of the Master Lease with $29,400.00.
Appears in 1 contract
Sources: Sublease (Transmeta Corp)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's Sublessee’s use of the Common Areascommon areas, except as specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts to cause Lessor Lessor, under the Master Lease, to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's Sublessee’s use of the Common Areascommon areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation renegotiations of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such partyparty but, but will at all times times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord Sublessor, (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) from assigning its interest in this Sublease or subletting the Premises to (b) exercising any other third partyrights it has or may in the future have under the Master Lease. Sublessor covenants as follows: (i) not to voluntarily terminate the Master Lease (except at the end of the term of the Master Lease or pursuant to an express termination right under the Master Lease); and (ii) not to modify the Master Lease so as to materially adversely affect Sublessee’s rights hereunder, without the prior written consent of Sublessee. Notwithstanding anything to the contrary in this Sublease, if at any time during the term of this Sublease, Master Landlord shall default in any of its obligations to furnish facilities, services or utilities, or to make repairs to the Premises, then Sublessor shall, upon written notice from Sublessee specifying such default, use commercially reasonable efforts to cause Lessor to cure such default as provided in the Lease.
2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and such terms and conditions, shall together with the terms and conditions specifically set forth in this Sublease, shall Sublease constitute the complete terms and conditions of this Sublease, except the . The following paragraphs of the Master Lease which shall remain solely not be included in this Sublease: Articles 1 (with the rights and obligations exception of Sublandlord: 1the definition of the default rate), 42, 3 (with the exception of Section 3.3), 5, 79.6, 924.5, 1524.14, 1624.15 and Exhibit A. Notwithstanding anything in this Sublease or the Master Lease to the contrary, 17Sublessee shall be required, 35at its own cost and expense, Work Letter C, Exhibit D to obtain and E.maintain in full force and effect at all times during the term of this Sublease appropriate worker’s compensation insurance and insurance for its personal property.
Appears in 1 contract
Sources: Sublease (Intelepeer Inc)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes and agrees to perform all of the obligations of "Lessee" under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common AreasAreas as depicted in Exhibit "A" attached, except as specifically set forth herein. Sublandlord hereby agrees to use commercially reasonable efforts to cause Lessor under the Master Lease to perform all of the obligations of Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Neither Subtenant nor its employees, agents, contractors or invitees ("Subtenant's Agents") shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project Master Premises any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) Sublease shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 the terms thereof or (b) from assigning its interest in this Sublease or subletting portions of the Master Premises other than the Subleased Premises. If Sublandlord has a right under the Master Lease to any other third partyterminate the Lease and Sublandlord elects to exercise such right, Sub landlord shall so notify Subtenant by giving at least thirty (30) days' notice, prior to the effective date of such termination.
2.2 With respect to all of the provisions of the Master Lease incorporated into this Sublease, wherever the word "Premises" is used in the Master Lease, for purposes of this Sublease, the word "Subleased Premises" shall be substituted; wherever in the Master Lease the word "Tenant" appears, for the purposes of this Sublease, the word "Subtenant" shall be substituted; wherever in the Master Lease the word "Landlord" appears, for the [LETTERHEAD OF C&C APPEARS HERE] SUBLEASE purposes of this Sublease, the word "Sublandlord" shall be substituted. Notwithstanding the foregoing, the word "Landlord" in Paragraph 5 of the Master Lease shall be deemed to refer to "Master Landlord," and the word "Sublandlord" shall not be substituted therefor. All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and such terms and conditions, together with the terms and conditions specifically set forth in this Sublease, shall constitute the complete terms and conditions of this Sublease, except the following paragraphs of the Master Lease which shall remain solely be the rights and obligations obligation of Sublandlord: 1the description of the premises leased pursuant to the Master Lease, 4Paragraphs, 52, 3 , 4A, 4D, 4E, 4F, 6, 7, 910, 11 (excluding telephone, telex and other electronic communications), 12, 15, the words "of which negligence Landlord has knowledge and reasonable time to correct" in Paragraph 16, 1720, 35last two sentences of Paragraph 22(d), Work Letter C34, Exhibit D and E.41, 43, 44, 46, 49, 50.
Appears in 1 contract
Sources: Sublease (Neomagic Corp)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 5.1 This Sublease is and at all times shall be subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant hereby assumes and agrees Sublessee shall take no action that would cause Sublessor to be in default of its obligations under the Lease. Sublessee shall perform all of the its obligations under this Sublease, and Sublessee shall indemnify and hold Sublessor harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of "Lessee" Sublessee's failure to do so. Sublessor shall fully perform all of its obligations under the Master Lease (except to the extent said any of the same are the obligation of Sublessee hereunder) and shall indemnify and hold Sublessee harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorneys' fees and costs, arising out of Sublessor's failure to do so. Upon any termination of the Lease, this Sublease shall terminate concurrently therewith except as otherwise provided in the Consent of Landlord to Sublease and without any liability of Sublessor to Sublessee; provided, however, that a Lease termination due to Sublessor's default of its obligations apply under the Lease or this Sublease, shall be subject to the Subleased Premises and Subtenant's use indemnification set forth above. Sublessor shall not enter into any amendment or modification of the Common AreasLease without the consent of Sublessee, except as specifically set forth herein. Sublandlord hereby agrees nor shall Sublessor consent to use commercially reasonable efforts to cause Lessor to perform all a termination of the obligations of Lessor under Lease or exercise any option to terminate the Master Lease to that it may have, or surrender the extent said obligations apply to the Subleased Premises and Subtenant's use of the Common Areas. Subtenant shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid without the observance or performance prior written consent of the terms to Sublessee which will not unreasonably be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease withheld (and in taking all such action except as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in specifically permitted by this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party).
2.2 5.2 All of the terms terms, provisions, covenants, and conditions contained in the Master Lease are incorporated herein, hereby made a part of this Agreement (except as specifically provided belowherein otherwise expressly provided), and such terms rights and conditionsobligations as are contained herein are, together with during the terms and conditions specifically set forth in this Sublease, shall constitute the complete terms and conditions term of this Subleasesubletting, except hereby imposed upon the following paragraphs of respective parties hereto, the Sublessor herein being substituted for the Landlord in the Master Lease, and the Sublessee herein being substituted for the Tenant in the Master Lease; provided however, that the Sublessor shall not be liable to Sublessee for any default by the Landlord under the Master Lease which shall remain solely so long as Sublessor exercises diligent and commercially reasonable efforts to enforce the rights and terms of the Lease against Landlord. Accordingly Sublessee recognizes that Sublessor is not in a position to render any of the services or to perform any of the obligations required of Sublandlord: 1, 4, 5, 7, 9, 15, 16, 17, 35, Work Letter C, Exhibit D and E.Landlord by the terms of this sublease.
Appears in 1 contract
Sources: Sublease Agreement (Atroad Inc)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject and subordinate to all of the terms and conditions of the Master Lease. Subtenant During the Term of this Sublease, Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and Subtenant's Sublessee’s use of the Common Areascommon areas, except as specifically set forth herein. Sublandlord Sublessor hereby agrees to use commercially reasonable efforts to cause Lessor Master Lessor, under the Master Lease, to perform all of the obligations of Master Lessor under the Master Lease thereunder to the extent said obligations apply to the Subleased Premises and Subtenant's Sublessee’s use of the Common Areascommon areas. Subtenant Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such partyparty but, but will at all times times, in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease: (i) shall obligate Sublandlord to exercise its option to extend the Term of the Master Lease; or (ii) shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to paragraph 23 thereof or (b) from assigning its interest in this Sublease or subletting the Premises to any other third party.
2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and such terms and conditions, shall together with the terms and conditions specifically set forth in this Sublease, shall Sublease constitute the complete terms and conditions of this Sublease, except the . The following paragraphs of the Master Lease shall not be included in this Sublease: 1.3.2; 1.4; 1.8; 1.12; 1.15; Exhibit B Work Letter; 4- Expenses and Taxes, except any expenses in excess of 2013 Base Year which shall remain solely is defined as $1.20/rsf/month ($3,690.00) for all the rights and obligations of Sublandlord: 1, 4, operating expenses as defined in paragraph 5, 7which excess, 9if any, 15above said 2013 Base Year shall be at Sublessee’s cost as further defined herein; Exhibit F: 2, 163, 17and 5. Although all information furnished regarding property for sale, 35rental, Work Letter Cor financing is from sources deemed reliable, Exhibit D such information has not been verified, and E.no express representation is made nor is any to be implied as to the accuracy thereof, and it is submitted subject to errors, omissions, change of price, rental or other conditions, prior sale, lease or financing, or withdrawal without notice and to any special conditions imposed by our principal.
Appears in 1 contract
Sources: Sublease Agreement (Telik Inc)