Common use of PROVISIONS CONSTITUTING SUBLEASE Clause in Contracts

PROVISIONS CONSTITUTING SUBLEASE. 1.1 This Sublease is and at all times shall be subject and subordinate to the Almaden Financial Plaza Office Lease dated as of May 9, 1996 between North Block Partnership as landlord ("Landlord") and Virtual Chips, Inc. (to which Sublessor is the successor by acquisition) as tenant ("Tenant") (the "Master Lease"). A copy of the Master Lease is attached hereto as EXHIBIT A. --------- Sublessor shall comply with all of the provisions of the Master Lease and shall perform all the obligations on the part of the "Tenant" under the Master Lease other than the obligations of Tenant contained in the following paragraphs of the Master Lease: paragraphs 1, 3, 4, 5, 7, 8, 12 (with respect to the obligation to restore any condition that exists as of the Sublease commencement date or the date Sublessee occupies the Subleased Premises if Sublessee occupies the Subleased Premises before the Sublease commencement date) 15, 19.1 (with respect to events occurring prior to the Sublease commencement date), 21.1, 29.1 (to the extent attributable to Sublessor) and 37.2 and 37.3 (with respect to the obligations of Sublessor to indemnify, defend and hold harmless the Landlord for violations of paragraphs 37.2 and 37.3 caused by Sublessor). Such obligations shall continue to be obligations of Sublessor and Sublessor covenants and agrees to perform such obligations and to maintain the Master Lease in full force and effect for the term of this Sublease (except for breaches of the Master Lease caused by any breach of this Sublease by Sublessee). Sublessee and Sublessor each shall indemnify and hold the other harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of such party's failure to comply with or to perform its obligations hereunder or the obligations of the "Tenant" under the Master Lease (to the extent such obligation has been allocated to a party under this Sublease). In the event of the termination of Sublessor's interest as Tenant under the Master Lease for any reason other than a voluntary termination of the Master Lease by Sublessor without Sublessee's consent or a breach by Sublessor of its obligations under the Master Lease (except for breaches resulting from Sublessee's breach of this Sublease) or this Sublease, then this Sublease shall terminate concurrently therewith without any liability of Sublessor to Sublessee. 1.2 Except for paragraphs 1, 3, 4, 5, 7, 8, 15, 16.4, the first sentence of paragraph 21.1, 33, 34, 37.1, the Addendum to Lease, Exhibit D (Confirmation of Lease Commencement) and Exhibit E (Improvements Work Letter) of the Master Lease, all of the terms and conditions contained in the Master Lease are incorporated herein as terms and conditions or this Sublease and along with all of the following paragraphs set out in this Sublease shall be the complete terms and conditions of this Sublease. For purposes of such incorporation, all references in the Master Lease to the "Lease" shall be deemed to refer to this Sublease and all references in the Master Lease to "Landlord" and "Tenant" shall be deemed to refer to Sublessor and Sublessee, respectively, except that any reference to "Landlord" in Sections 10.5, 11, 14.1 14.2, 14.3, 14.4, 14.6, 14.7, 14.8, 14.9, 18, 19.1, 26.1, 37.2, (expect to the extent that losses are occasioned by the acts or omissions of Sublessor) and 37.3 of the Master Lease shall be deemed to refer to both Landlord and Sublessor and any reference to "Landlord" in Sections 10.1, 10.2, 10.3, 10.4, 12, 14.5, 17, 20.1, 20.2, 21.1, 22, 23.1, 24.1, 24.2, 24.3, 24.4, 24.5, 24.7, 24.8, 32 and 35.9 of the Master Lease shall be deemed to refer to Landlord only.

Appears in 1 contract

Sources: Office Lease (Agile Software Corp)

PROVISIONS CONSTITUTING SUBLEASE. 1.1 2.1 This Sublease is subject to all the terms and at all times shall be subject and subordinate to the Almaden Financial Plaza Office Lease dated as of May 9, 1996 between North Block Partnership as landlord ("Landlord") and Virtual Chips, Inc. (to which Sublessor is the successor by acquisition) as tenant ("Tenant") (the "Master Lease"). A copy conditions of the Master Lease is attached hereto Lease, except as EXHIBIT A. --------- Sublessor specifically exempted herein. Sublessee shall comply with all of the provisions of the Master Lease assume and shall perform all the obligations on the part of the "Tenant" under the Master Lease other than the obligations of Tenant contained Lessee in the following paragraphs of the Master Lease: paragraphs 1, 3, 4, 5, 7, 8, 12 (with respect to the obligation to restore any condition that exists as of the Sublease commencement date or the date Sublessee occupies the Subleased Premises if Sublessee occupies the Subleased Premises before the Sublease commencement date) 15, 19.1 (with respect to events occurring prior to the Sublease commencement date), 21.1, 29.1 (said Lease to the extent attributable to Sublessor) said terms and 37.2 and 37.3 (with respect conditions are applicable to the obligations of Sublessor premises subleased pursuant to indemnify, defend and hold harmless the Landlord for violations of paragraphs 37.2 and 37.3 caused by Sublessor)this Sublease. Such obligations Sublessee shall continue not commit or permit to be obligations of Sublessor and Sublessor covenants and agrees to perform such obligations and to maintain committed on the Master Lease in full force and effect for the subleased premises any act or omission which shall violate any term of this Sublease (except for breaches or condition of the Master Lease caused by any breach of this Sublease by Sublessee). Sublessee and Sublessor each shall indemnify and hold the other harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of such party's failure to comply with or to perform its obligations hereunder or the obligations of the "Tenant" under the Master Lease (to the extent such obligation has been allocated to a party under this Sublease). In the event of the termination of Sublessor's interest as Tenant under the Master Lease for any reason other than a voluntary termination of the Master Lease by Sublessor without Sublessee's consent or a breach by Sublessor of its obligations under the Master Lease (except for breaches resulting from Sublessee's breach of this Sublease) or this Sublease, then this Sublease shall terminate concurrently therewith without any liability of Sublessor to SublesseeLease. 1.2 Except for paragraphs 1, 3, 4, 5, 7, 8, 15, 16.4, the first sentence of paragraph 21.1, 33, 34, 37.1, the Addendum to Lease, Exhibit D (Confirmation of Lease Commencement) and Exhibit E (Improvements Work Letter) of the Master Lease, all 2.2 All of the terms and conditions contained in the Master Lease attached hereto, are incorporated herein (except for Articles 1.3, 1.5, 1.10, 49, 50 -- and Exhibit B to the Lease,) in their entirety as terms and conditions or 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 out in this Sublease Sublease, shall be the complete terms and conditions of this Sublease. For purposes of such incorporation, all references in . 2.3 The parties hereto agree that the Master Lease Sublessee's obligations under this Sublease are conditioned Sublessor obtaining and providing to Sublessee the Lessor's written consent to the "Lease" shall be deemed to refer to term and conditions of this Sublease and all references in within forty five (45) days after the Master Lease to "Landlord" and "Tenant" shall be deemed to refer to final execution of the Letter of Intent by Sublessor and Sublessee, respectively, except that any reference . Such consent shall be in a form and content acceptable to "Landlord" in Sections 10.5, 11, 14.1 14.2, 14.3, 14.4, 14.6, 14.7, 14.8, 14.9, 18, 19.1, 26.1, 37.2, Sublessee. In the event Sublessee has not notified Sublessor within forty-five (expect to 45) days from the extent that losses are occasioned by the acts or omissions of Sublessor) and 37.3 mutual execution of the Master Lease Letter of Intent that all of the above conditions are completed, satisfied or waived, this Sublease shall terminate and be of no further force or effect and the parties shall be deemed to refer to both Landlord relieved of all obligations and Sublessor and any reference to "Landlord" in Sections 10.1, 10.2, 10.3, 10.4, 12, 14.5, 17, 20.1, 20.2, 21.1, 22, 23.1, 24.1, 24.2, 24.3, 24.4, 24.5, 24.7, 24.8, 32 and 35.9 of the Master Lease shall be deemed to refer to Landlord onlyliability hereunder.

Appears in 1 contract

Sources: Consent to Sublease (Ultradata Corp)

PROVISIONS CONSTITUTING SUBLEASE. 1.1 A. This Sublease is and at all times shall be subject and subordinate to the Almaden Financial Plaza Office Lease dated as of May 9Master Lease, 1996 between North Block Partnership as landlord ("Landlord") any and Virtual Chips, Inc. (all subsequent amendments or supplemental agreements thereto and any and all matters to which Sublessor is the successor by acquisition) as tenant ("Tenant") (the "Master Lease"). A copy of the Master Lease is attached hereto as EXHIBIT A. --------- Sublessor shall comply with all of the provisions of the Master Lease and shall perform all the obligations on the part of the "Tenant" under the Master Lease other than the obligations of Tenant contained in the following paragraphs of the Master Lease: paragraphs 1, 3, 4, 5, 7, 8, 12 (with respect to the obligation to restore any condition that exists as of the Sublease commencement date or the date Sublessee occupies the Subleased Premises if Sublessee occupies the Subleased Premises before the Sublease commencement date) 15, 19.1 (with respect to events occurring prior to the Sublease commencement date), 21.1, 29.1 (to the extent attributable to Sublessor) and 37.2 and 37.3 (with respect to the obligations of Sublessor to indemnify, defend and hold harmless the Landlord for violations of paragraphs 37.2 and 37.3 caused by Sublessor). Such obligations shall continue to be obligations of Sublessor and Sublessor covenants and agrees to perform such obligations and to maintain the Master Lease in full force and effect for the term of this Sublease (except for breaches of the Master Lease caused by any breach of this Sublease by Sublessee). Sublessee and Sublessor each shall indemnify and hold the other harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of such party's failure to comply with or to perform its obligations hereunder or the obligations of the "Tenant" under the Master Lease (to the extent such obligation has been allocated to a party under this Sublease). In the event of the termination tenancy of Sublessor's interest , as Tenant under the Master Lease for Lease, is or may be subordinate, and Sublessee shall in no case have any reason other than a voluntary termination of rights under this Sublease that exceed Sublessor's rights as Tenant under the Master Lease. Sublessor agrees that it shall not modify or amend the Master Lease by Sublessor without Sublessee's consent thereto, provided that such consent shall not be unreasonably withheld or a breach by Sublessor of delayed. It shall not be deemed unreasonable for Sublessee to withhold its obligations under consent to any such modification or amendment in the Master Lease (except for breaches resulting from event the same would increase Sublessee's breach of this Sublease) rental obligations hereunder, affect Sublessee's use or this Subleaseoccupancy, then this Sublease shall terminate concurrently therewith without any liability change the Subleased Premises, materially decrease the obligations of Sublessor to Sublessee. 1.2 Except for paragraphs 1, 3, 4, 5, 7, 8, 15, 16.4, the first sentence of paragraph 21.1, 33, 34, 37.1, the Addendum to Lease, Exhibit D (Confirmation of Lease Commencement) and Exhibit E (Improvements Work Letter) of hereunder or Landlord under the Master Lease, all adversely affect the rights of Sublessee hereunder, or decrease the services required to be provided by Landlord to the Premises. Sublessee shall in no event withhold its consent to any modification or amendment to the Master Lease to which Sublessor is required to consent. B. All of the terms and conditions contained in of the Master Lease are incorporated herein by reference as if fully set forth herein, and the following terms and conditions or thereof shall be applicable to this Sublease with the same force and along with effect as if all references to "Landlord", "Tenant", "Premises", and "Lease" referred instead to "Sublessor", "Sublessee", the "Subleased Premises", and this "Sublease", respectively: Articles 3(B-E), 7, 8(B & C), 9(A(2-4) & (7-11)), 9(B(1 & 2)), 12(C), the first and last sentences of 15(B), Articles 16(B & C), 17(A-F), 20, 21, 22, 23, 24(A-D, F), 25, 26(A), 27(A, E, F, H, I, J, K), 31, 32, 33, 37, and 39. In the event Sublessor incurs any obligations or costs pursuant to Article 10, 11, 12(F), 13A, or 16A of the Master Lease, Sublessee shall hold harmless and defend Sublessor therefrom, and reimburse Sublessor therefor upon demand. In case of any default under any of the terms of the Master Lease or of this Sublease by Sublessee, Sublessor shall have all of the following paragraphs set out in this Sublease shall rights, remedies, and damages against Sublessee as would be the complete terms available pursuant to Articles 19, 20, 21, and conditions 29 of this Sublease. For purposes of such incorporation, all references in the Master Lease to Landlord against Tenant as if Tenant were in default beyond the "applicable cure periods under the Master Lease" . Sublessee shall neither do nor permit to be deemed to refer to this Sublease and all references in done anything which would constitute a default under the Master Lease or cause the Master Lease to "Landlord" and "Tenant" shall be deemed to refer to Sublessor and Sublessee, respectively, except that terminated or forfeited by reason of any reference to "Landlord" right of termination or forfeiture reserved or vested in Sections 10.5, 11, 14.1 14.2, 14.3, 14.4, 14.6, 14.7, 14.8, 14.9, 18, 19.1, 26.1, 37.2, (expect to the extent that losses are occasioned by the acts or omissions of Sublessor) and 37.3 of the Master Lease shall be deemed to refer to both Landlord and Sublessor and any reference to "Landlord" in Sections 10.1, 10.2, 10.3, 10.4, 12, 14.5, 17, 20.1, 20.2, 21.1, 22, 23.1, 24.1, 24.2, 24.3, 24.4, 24.5, 24.7, 24.8, 32 and 35.9 of the Master Lease shall be deemed to refer to Landlord onlythereunder.

Appears in 1 contract

Sources: Sublease (Cognizant Technology Solutions Corp)

PROVISIONS CONSTITUTING SUBLEASE. 1.1 (a) This Sublease is subject to all of the terms and at all times shall be subject and subordinate to the Almaden Financial Plaza Office Lease dated as of May 9, 1996 between North Block Partnership as landlord ("Landlord") and Virtual Chips, Inc. (to which Sublessor is the successor by acquisition) as tenant ("Tenant") (the "Master Lease"). A copy conditions of the Master Lease is attached hereto in Exhibit "A", except as EXHIBIT A. --------- Sublessor specifically exempted herein, and Sublessee shall comply with all of the provisions of the Master Lease assume and shall perform all the obligations on the part of the "Tenant" under the Master Lease other than the obligations of Tenant contained Sublessor as Lessee in said Master Lease, to the following paragraphs extent said terms and conditions are applicable to the premises subleased pursuant to this Sublease. Sublessee shall not commit or permit to be committed on the sublease premises any act or ommission which shall violate any term or condition of the Master Lease: paragraphs 1, 3, 4, 5, 7, 8, 12 (with respect to the obligation to restore any condition that exists as of the Sublease commencement date or the date Sublessee occupies the Subleased Premises if Sublessee occupies the Subleased Premises before the Sublease commencement date) 15, 19.1 (with respect to events occurring prior to the Sublease commencement date), 21.1, 29.1 (to the extent attributable to Sublessor) and 37.2 and 37.3 (with respect to the obligations of Sublessor to indemnify, defend and hold harmless the Landlord for violations of paragraphs 37.2 and 37.3 caused by Sublessor). Such obligations shall continue to be obligations of Sublessor and Sublessor covenants and agrees to perform such obligations and to maintain the Master Lease in full force and effect for the term of this Sublease (except for breaches of the Master Lease caused by any breach of this Sublease by Sublessee). Sublessee and Sublessor each shall indemnify and hold the other harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of such party's failure to comply with or to perform its obligations hereunder or the obligations of the "Tenant" under the Master Lease (to the extent such obligation has been allocated to a party under this Sublease). In the event of the termination of Sublessor's interest as Tenant Lessee under the Master Lease for any reason other than a voluntary termination of the Master Lease by Sublessor without Sublessee's consent or a breach by Sublessor of its obligations under the Master Lease (except for breaches resulting from Sublessee's breach of this Sublease) or this Subleasereason, then this Sublease shall terminate concurrently coincidently therewith without any liability of Sublessor to Sublessee.. * 1.2 Except for paragraphs 1, 3, 4, 5, 7, 8, 15, 16.4, the first sentence of paragraph 21.1, 33, 34, 37.1, the Addendum to Lease, Exhibit D (Confirmation of Lease Commencementb) and Exhibit E (Improvements Work Letter) of the Master Lease, all All of the terms and conditions contained in the Master Lease in Exhibit "A" are incorporated herein herein, except for Paragraph(s) 1, 2, 3, 4, 27 as terms and conditions or 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 out in this Sublease Sublease, shall be the complete terms and conditions of this Sublease. (c) The hereinabove provisions of this Paragraph 2 notwithstanding, it is expressly understood and agreed that Sublessor is not obligated to perform the obligations of Master Lessor pursuant to Paragraph(s) _______________________ of said Master Lease; however, Sublessor agrees to use its best efforts to cause such obligations to be performed by Master Lessor and to assign its rights under said Paragraph(s) _____________________ to Sublessee if such obligations are not so performed. For purposes of such incorporation* ", all references in the Master Lease provided that Sublessor warrants and represents to the "Lease" shall be deemed to refer to this Sublease and all references in the Master Lease to "Landlord" and "Tenant" shall be deemed to refer to Sublessor and Sublessee, respectively, except Sublessee that any reference to "Landlord" in Sections 10.5, 11, 14.1 14.2, 14.3, 14.4, 14.6, 14.7, 14.8, 14.9, 18, 19.1, 26.1, 37.2, (expect to the extent that losses are occasioned by the acts or omissions of Sublessor) and 37.3 under no circumstances will sublessor cause an early termination of the Master Lease shall be deemed to refer to both Landlord and Sublessor and any reference to "Landlord" in Sections 10.1Lease, 10.2, 10.3, 10.4, 12, 14.5, 17, 20.1, 20.2, 21.1, 22, 23.1, 24.1, 24.2, 24.3, 24.4, 24.5, 24.7, 24.8, 32 and 35.9 either by Sublessor's voluntary action or by its default under the terms of the Master Lease shall be deemed to refer to Landlord onlyLease."

Appears in 1 contract

Sources: Sublease (Yellow Brix Inc)

PROVISIONS CONSTITUTING SUBLEASE. 1.1 A. This Sublease is and at all times shall be subject and subordinate to the Almaden Financial Plaza Office Lease dated as of May 9, 1996 between North Block Partnership as landlord ("Landlord") and Virtual Chips, Inc. (to which Sublessor is the successor by acquisition) as tenant ("Tenant") (the "Master Lease"). A copy of the Master Lease is attached hereto as EXHIBIT A. --------- Sublessor shall comply with all of the provisions of the Master Lease terms and shall perform all the obligations on the part of the "Tenant" under the Master Lease other than the obligations of Tenant contained in the following paragraphs conditions of the Master Lease: paragraphs 1, 3, 4, 5, 7, 8, 12 (with respect . Sublessee shall not commit or permit to the obligation to restore any condition that exists as of the Sublease commencement date or the date Sublessee occupies be committed on the Subleased Premises if Sublessee occupies the Subleased Premises before the Sublease commencement date) 15, 19.1 (with respect to events occurring prior to the Sublease commencement date), 21.1, 29.1 (to the extent attributable to Sublessor) and 37.2 and 37.3 (with respect to the obligations of Sublessor to indemnify, defend and hold harmless the Landlord for violations of paragraphs 37.2 and 37.3 caused by Sublessor). Such obligations any act or omission which shall continue to be obligations of Sublessor and Sublessor covenants and agrees to perform such obligations and to maintain the Master Lease in full force and effect for the violate any term of this Sublease (except for breaches or condition of the Master Lease caused by any breach of this Sublease by Sublessee). Sublessee and Sublessor each shall indemnify and hold the other harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of such party's failure to comply with or to perform its obligations hereunder or the obligations of the "Tenant" under the Master Lease (to the extent such obligation has been allocated to a party under this Sublease)Lease. In the event of the termination of Sublessor's interest as Tenant Lessee under the Master Lease for any reason other than a voluntary termination the default of the Master Lease by Sublessor without Sublessee's consent or a breach by Sublessor of its obligations under the Master Lease (except for breaches resulting from Sublessee's breach of this Sublease) or this Sublease, then this Sublease shall terminate concurrently coincidentally therewith without any liability of Sublessor to Sublessee. 1.2 Except for paragraphs 1, 3, 4, 5, 7, 8, 15, 16.4, the first sentence of paragraph 21.1, 33, 34, 37.1, the Addendum to Lease, Exhibit D (Confirmation of Lease Commencement) and Exhibit E (Improvements Work Letter) of the Master Lease, all B. All of the terms and conditions contained in the Master Lease as modified below are incorporated herein herein, except as provided herein, as terms and conditions or of this Sublease and Sublease, and, along with all of the following paragraphs Sections set out in this Sublease Sublease, shall be the complete terms and conditions of this Sublease. For purposes of such incorporationthis Sublease, all references and except as provided in the Master Lease to the "Lease" shall be deemed to refer to this Sublease and all references in the Master Lease to "Landlord" and "Tenant" shall be deemed to refer to Sublessor and SublesseeSection 2.C, respectively, except that any each reference to "Landlord" in Sections 10.5, 11, 14.1 14.2, 14.3, 14.4, 14.6, 14.7, 14.8, 14.9, 18, 19.1, 26.1, 37.2, (expect to the extent that losses are occasioned by the acts or omissions of Sublessor) and 37.3 of Landlord incorporated from the Master Lease shall be deemed to refer to both Landlord and Sublessor and any hereunder, each reference to "Landlord" in Sections 10.1, 10.2, 10.3, 10.4, 12, 14.5, 17, 20.1, 20.2, 21.1, 22, 23.1, 24.1, 24.2, 24.3, 24.4, 24.5, 24.7, 24.8, 32 and 35.9 of the Master Lease Tenant shall be deemed to refer to Landlord onlySublessee hereunder, each reference to the Lease shall mean this Sublease, and each reference to the Premises shall mean the Subleased Premises. Sublessee shall assume and perform the obligations of Sublessor and Lessee in said Master Lease, to the extent said terms and conditions are incorporated herein as obligations of Sublessee. The following provisions are not incorporated into this Sublease: Sections 1 (Parties), 2 (Premises), 3 (Use), 4 (Term and Rental), 7 (Construction and Possession), 14 (Utilities), 19 (Indemnity), 37 (Option to Extend), 38 (Options), 40 (Brokers), 41 (Landlord's Liability), 44 (Right of First Offer), 45B (Management Fee), Exhibits A, B, C, D, E & F, and the First Amendment and Second Amendment to the Master Lease. Capitalized terms not otherwise defined herein shall have the meaning given them in the Master Lease. C. The following provisions of the Master Lease are incorporated herein, modified as set forth below:

Appears in 1 contract

Sources: Sublease (Yahoo Inc)

PROVISIONS CONSTITUTING SUBLEASE. 1.1 3.1 This Sublease is subject to all of the terms and at all times shall be subject and subordinate to the Almaden Financial Plaza Office Lease dated as of May 9, 1996 between North Block Partnership as landlord ("Landlord") and Virtual Chips, Inc. (to which Sublessor is the successor by acquisition) as tenant ("Tenant") (the "Master Lease"). A copy conditions of the Master Lease is attached hereto as EXHIBIT A. --------- Sublessor shall comply with all of the Lease, except for those provisions of the Master Lease that are directly contradicted by this Sublease in which event this Sublease shall control over the Master Lease. Sublessee shall assume and shall perform all the obligations on the part of the "Tenant" Sublessor as lessee under the Master Lease other than to the obligations of Tenant contained in extent such terms and conditions are applicable to the following paragraphs Sublease Premises (hereinafter defined). Subleassee shall not commit or permit to be committed on the Sublease Premises any act or omission that shall violate any term or condition of the Master Lease: . Sublessor and Sublessee each agree that they will not do, or permit their respective agents, employees or contractors to do, anything which would constitute a violation or breach of any of the terms, conditions or provisions of the Master Lease or which would cause the Master Lease to be terminated or forfeited. 3.2 Except for paragraphs 12, 3, 4.B, 4.E, 4P, 5, 7.D, 23, 25.C, 37, 39.B, 39.L, 40 and 41 of the original Lease Agreement; Exhibit "C" (Improvement Agreement) to the original Lease Agreement; paragraphs 3, 4, and 5 of the First Amendment; and paragraphs 2, 3, 4, 5, 7, 8, 12 (with respect to the obligation to restore any condition that exists as of the Sublease commencement date or the date Sublessee occupies the Subleased Premises if Sublessee occupies the Subleased Premises before the Sublease commencement date) 15, 19.1 (with respect to events occurring prior to the Sublease commencement date), 21.1, 29.1 (to the extent attributable to Sublessor) and 37.2 and 37.3 (with respect to the obligations of Sublessor to indemnify, defend and hold harmless the Landlord for violations of paragraphs 37.2 and 37.3 caused by Sublessor). Such obligations shall continue to be obligations of Sublessor and Sublessor covenants and agrees to perform such obligations and to maintain the Master Lease in full force and effect for the term of this Sublease (except for breaches of the Master Lease caused by any breach of this Sublease by Sublessee). Sublessee and Sublessor each shall indemnify and hold the other harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of such party's failure to comply with or to perform its obligations hereunder or the obligations of the "Tenant" under the Master Lease (to the extent such obligation has been allocated to a party under this Sublease). In the event of the termination of Sublessor's interest as Tenant under the Master Lease for any reason other than a voluntary termination of the Master Lease by Sublessor without Sublessee's consent or a breach by Sublessor of its obligations under the Master Lease (except for breaches resulting from Sublessee's breach of this Sublease) or this Sublease, then this Sublease shall terminate concurrently therewith without any liability of Sublessor to Sublessee. 1.2 Except for paragraphs 1, 3, 4, 56, 7, 8, 15, 16.4, the first sentence of paragraph 21.1, 33, 34, 37.1, the Addendum to Lease, Exhibit D (Confirmation of Lease Commencement) 10 and Exhibit E (Improvements Work Letter) 11 of the Master LeaseSecond Amendment, all of the terms and conditions contained in the Master Lease are incorporated herein as terms and conditions or of this Sublease Sublease, and along with all of the following paragraphs set out in this Sublease forth herein shall be the complete terms and conditions of this Sublease. For purposes of such incorporationAll references in the Master Lease to the "Lease" or "lease" shall be deemed to refer to this Sublease, all references in the Master Lease to the "LeasePremises" shall be deemed to refer only to this the Sublease Premises hereunder, and all references in the Master Lease to "Landlord" and "Tenant" shall be deemed to refer to Sublessor and Sublessee, respectively, except that any reference to "Landlord" in Sections 10.5paragraphs 13 (except that Master Lessor shall retain responsibility for making any alteration, 11, 14.1 14.2, 14.3, 14.4, 14.6, 14.7, 14.8, 14.9addition or change to the Common Area required by law as provided therein), 18, 19.119, 26.139.D, 37.239.G, (expect to the extent that losses are occasioned by the acts or omissions of Sublessor) and 37.3 of the Master Lease 39.J shall be deemed to refer to both Landlord Master Lessor and Sublessor Sublessor, and any reference to "Landlord" in Sections 10.1, 10.2, 10.3, 10.4, 12, 14.5, 17, 20.1, 20.2, 21.1, 22, 23.1, 24.1, 24.2, 24.3, 24.4, 24.5, 24.7, 24.8, 32 and 35.9 paragraphs 8.C (except that Sublessee shall reimburse Sublessor for Sublessee's Pro Rata Share of the cost of such insurance procured and maintained by Master Lease Lessor), 10.A, 10.B, 11, (except that Sublessee shall pay to Sublessor its Pro Rata Share of Common Area Charges as provided in paragraph 12), 16, 21, 27, 28, 31.B, 32, 38 shall be deemed to refer to Landlord Master Lessor only.. Notwithstanding anything to the contrary contained

Appears in 1 contract

Sources: Sublease (Oplink Communications Inc)

PROVISIONS CONSTITUTING SUBLEASE. 1.1 This Sublease is and at all times shall be subject and subordinate to the Almaden Financial Plaza Office Lease Agreement (Single Tenant Industrial) dated as of May 9January 27, 1996 between North Block Partnership ▇▇▇▇▇▇▇ Investment Company, as landlord Landlord ("Landlord") ), and Virtual Chips, Inc. (to which Sublessor is the successor by acquisition) as tenant ("Tenant") Tenant (the "Master Lease"). A copy of the Master Lease is attached hereto as EXHIBIT A. --------- Sublessor Sublessee shall comply with all of the provisions of the Master Lease --------- and shall perform all the obligations on the part of the "Tenant" Tenant under the Master Lease other than the obligations of Tenant contained in the following paragraphs of the Master Lease: paragraphs 1, 3, 4, 5, 7, 8, 12 (with respect as they relate to the obligation to restore any condition that exists as of the Sublease commencement date or the date Sublessee occupies the Subleased Premises if Sublessee occupies the Subleased Premises before the Sublease commencement date) 15, 19.1 (with respect to events occurring prior to the Sublease commencement date), 21.1, 29.1 (to the extent attributable to Sublessor) and 37.2 and 37.3 (with respect to the obligations of Sublessor to indemnify, defend and hold harmless the Landlord for violations of paragraphs 37.2 and 37.3 caused by Sublessor). Such obligations shall continue to be obligations of Sublessor and Sublessor covenants and agrees to perform such obligations and to maintain the Master Lease as defined in full force and effect for the term of this Sublease (except for breaches of the Master Lease caused by any breach of this Sublease by Sublesseeparagraph 2.1 below). Sublessee and Sublessor each shall indemnify and hold the other Sublessor harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of such partySublessee's failure to comply with or to perform its Sublessee's obligations hereunder or the obligations of the "Tenant" under the Master Lease (to the extent such obligation has been allocated to a party under this Sublease)hereunder. In the event of the termination of Sublessor's interest as Tenant under the Master Lease for any reason other than a voluntary termination of the Master Lease by Sublessor without Sublessee's consent or a breach by Sublessor of its obligations under the Master Lease (except for breaches resulting from Sublessee's breach of this Sublease) or this Subleaseconsent, then this Sublease shall terminate concurrently therewith without any liability of Sublessor to Sublessee. 1.2 Except for paragraphs sections 1, paragraphs 2(c), 2(d), 2(f), 2(h), 2(i), sections 3, 4, 5, 76.1, 88.1, 158.2, 16.49.1, the first sentence of paragraph 21.19.2, 3311, 3413.2, 37.114.1, the Addendum to Lease14.2, Exhibit D (Confirmation of Lease Commencement) 17.9, 21, 24, 37, 38.10, 39, 40 and Exhibit E (Improvements Work Letter) 41 of the Master Lease, Lease all of the terms and conditions contained in the Master Lease are incorporated herein as terms and conditions or of this Sublease Sublease, and along with all of the following paragraphs set out in provisions of this Sublease shall be the complete terms and conditions of this Sublease. For purposes of such incorporation, all All references in the incorporated provisions of the Master Lease to the "Lease" shall be deemed to refer to this Sublease and all references in the Master Lease to "Landlord" Landlord and "Tenant" Tenant shall be deemed to refer to Sublessor and Sublessee, respectively, except that any reference to "Landlord" in Sections 10.5sections 6.5(e), 116.6, 14.1 14.26.7, 14.37, 14.48.3, 14.69.3 (except that references therein to section 9.1 shall be deemed to refer to paragraph 22.1 of this Sublease), 14.79.5, 14.89.6, 14.910.1, 1810.2, 19.110.3, 26.112.1, 37.212.2, (expect to the extent that losses are occasioned by the acts or omissions of Sublessor) 17, 30, 32, 34 and 37.3 35 of the Master Lease shall be deemed to refer to both Landlord and Sublessor and any reference to "Landlord" in Sections 10.1sections 6.5(f), 10.29.4 (except that references therein to section 9.1 shall be deemed to refer to paragraph 22.1 of this Sublease), 10.3, 10.4, 12, 14.5, 17, 20.1, 20.2, 21.1, 22, 23.1, 24.1, 24.2, 24.3, 24.4, 24.5, 24.7, 24.8, 32 13.1 and 35.9 13.2 of the Master Lease shall be deemed to refer to Landlord only.

Appears in 1 contract

Sources: Sublease Agreement (Entrust Technologies Inc)

PROVISIONS CONSTITUTING SUBLEASE. 1.1 This Sublease is subject to and at all times shall be subject and -------------------------------- subordinate to all the Almaden Financial Plaza Office Lease dated as of May 9, 1996 between North Block Partnership as landlord ("Landlord") terms and Virtual Chips, Inc. (to which Sublessor is the successor by acquisition) as tenant ("Tenant") (the "Master Lease"). A copy conditions of the Master Lease (a copy of which is attached hereto as EXHIBIT A. --------- Sublessor shall comply Exhibit A) and the matters to which the Master Lease is subordinate, to the extent not inconsistent with all of the provisions of the Master Lease and shall perform all the obligations on the part of the "Tenant" under the Master Lease other than the obligations of Tenant contained in the following paragraphs of the Master Lease: paragraphs 1, 3, 4, 5, 7, 8, 12 (with respect to the obligation to restore any condition that exists as of the Sublease commencement date or the date Sublessee occupies the Subleased Premises if Sublessee occupies the Subleased Premises before the Sublease commencement date) 15, 19.1 (with respect to events occurring prior to the Sublease commencement date), 21.1, 29.1 (to the extent attributable to Sublessor) and 37.2 and 37.3 (with respect to the obligations of Sublessor to indemnify, defend and hold harmless the Landlord for violations of paragraphs 37.2 and 37.3 caused by Sublessor). Such obligations shall continue to be obligations of Sublessor and Sublessor covenants and agrees to perform such obligations and to maintain the Master Lease in full force and effect for the term of this Sublease (except for breaches of the Master Lease caused by any breach of this Sublease by Sublessee). Sublessee and Sublessor each shall indemnify and hold the other harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of such party's failure to comply with or to perform its obligations hereunder or the obligations of the "Tenant" under the Master Lease (to the extent such obligation has been allocated to a party under this Sublease). In the event The provisions of the termination of Sublessor's interest as Tenant under the Master Lease for any reason other than a voluntary termination of the Master Lease by Sublessor without Sublessee's consent or a breach by Sublessor of its obligations under the Master Lease (except for breaches resulting from Sublessee's breach of this Sublease) or this Sublease, then this Sublease shall terminate concurrently therewith without any liability of Sublessor to Sublessee. 1.2 Except for paragraphs 1, 3, 4, 5, 7, 8, 15, 16.4, the first sentence of paragraph 21.1, 33, 34, 37.1, the Addendum to Lease, Exhibit D (Confirmation of Lease Commencement) and Exhibit E (Improvements Work Letter) of the Master Lease, all of the terms and conditions contained in the Master Lease are incorporated herein by reference with the same force and effect as terms if they were fully set forth herein, but specifically excluding Sections 1.1, 1.2, 1.3, 1.4, 1.9, 1.10, 1.11, 1.12, 1.14, 1.15, 1.17, 1.19, and conditions or this Sublease Exhibit F. Sublessee shall assume and along with all perform the obligations of the following paragraphs set out in this Sublease shall be the complete terms and conditions of this Sublease. For purposes of such incorporation, all references in Sublessor under the Master Lease to the "Lease" shall be deemed to refer to this Sublease and all references . Each reference in the Master Lease to "Landlord" and "Tenant" shall be deemed read as referring to refer to Sublessor "Sublessor" and "Sublessee", respectively, except where appropriate. Sublessor and Sublessee agree that any the reference to "Landlord" in Sections 10.5, 11, 14.1 14.2, 14.3, 14.4, 14.6, 14.7, 14.8, 14.9, 18, 19.1, 26.1, 37.2, (expect to the extent that losses are occasioned by the acts or omissions last sentence of Sublessor) and 37.3 Section 23 of the Master Lease shall be deemed not apply to refer to both Landlord Sublessor. Notwithstanding the foregoing, Sublessee and Sublessor hereby agree that Sublessee is relying directly on Landlord's rights and any reference obligations under the Master Lease with respect to "Landlord" in Sections 10.13.2, 10.26.8, 10.313.3, 10.416, 1218, 14.520, 17, 20.1, 20.2, 21.121, 22, 23.123, 24.1, 24.2, 24.3, 24.4, 24.5, 24.7, 24.8, 32 and 35.9 34 of the Master Lease and Sublessor will not take any actions with respect to such provisions of the Master Lease that are contrary to Landlord's actions with respect thereto. If 1) Landlord shall be deemed default in any of its obligations to refer Sublessor under the Master Lease, which default materially and adversely impacts Sublessee's rights hereunder, 2) Sublessee reasonably determines that legal action against Landlord is required in order to Landlord onlyenforce its rights under the Sublease, and 3) Sublessee is prevented from pursuing such legal action due to the fact that Sublessee does not have a direct contractual relationship with Landlord, then Sublessor shall, upon request by Sublessee and at Sublessee's sole cost and expense, take such legal action against Landlord. In the event of the termination of Sublessor's interest as tenant under the Master Lease, then this Sublease shall terminate without liability of Sublessor to Sublessee except for any damages resulting from Sublessor's willful misconduct or gross negligence.

Appears in 1 contract

Sources: Sublease Agreement (Snowball Com Inc)

PROVISIONS CONSTITUTING SUBLEASE. 1.1 (a) This Sublease is subject to all of the terms and at all times shall be subject and subordinate to the Almaden Financial Plaza Office Lease dated as of May 9, 1996 between North Block Partnership as landlord ("Landlord") and Virtual Chips, Inc. (to which Sublessor is the successor by acquisition) as tenant ("Tenant") (the "Master Lease"). A copy conditions of the Master Lease is attached hereto as EXHIBIT A. --------- Sublessor in Exhibit B and Sublessee shall comply with all of the provisions of the Master Lease assume and shall perform all the obligations on the part of the "Tenant" under the Master Lease other than the obligations of Tenant contained Sublessor ("Lessee") in said Master Lease, to the following paragraphs extent said terms and conditions are applicable to the Premises subleased pursuant to this Sublease. Sublessee shall not commit or permit to be committed on the Premises any act or omission which shall violate any term or condition of the Master Lease: paragraphs 1, 3, 4, 5, 7, 8, 12 (with respect to the obligation to restore any condition that exists as of the Sublease commencement date or the date Sublessee occupies the Subleased Premises if Sublessee occupies the Subleased Premises before the Sublease commencement date) 15, 19.1 (with respect to events occurring prior to the Sublease commencement date), 21.1, 29.1 (to the extent attributable to Sublessor) and 37.2 and 37.3 (with respect to the obligations of Sublessor to indemnify, defend and hold harmless the Landlord for violations of paragraphs 37.2 and 37.3 caused by Sublessor). Such obligations shall continue to be obligations of Sublessor and Sublessor covenants and agrees to perform such obligations and to maintain the Master Lease in full force and effect for the term of this Sublease (except for breaches of the Master Lease caused by any breach of this Sublease by Sublessee). Sublessee and Sublessor each shall indemnify and hold the other harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of such party's failure to comply with or to perform its obligations hereunder or the obligations of the "Tenant" under the Master Lease (to the extent such obligation has been allocated to a party under this Sublease). In the event of the termination of Sublessor's interest as Tenant Lessee under the Master Lease for any reason other than a voluntary termination of the Master Lease by Sublessor without Sublessee's consent or a breach by Sublessor of its obligations under the Master Lease (except for breaches resulting from Sublessee's breach any uncured default of this Sublease) or this SubleaseSublessor, which offers Sublessee rights of attornment as provided in the Master Lease), then this Sublease shall terminate concurrently coincidentally therewith without any liability of Sublessor to Sublessee. 1.2 Except for paragraphs 1, 3, 4, 5, 7, 8, 15, 16.4, the first sentence of paragraph 21.1, 33, 34, 37.1, the Addendum to Lease, Exhibit D (Confirmation of Lease Commencementb) and Exhibit E (Improvements Work Letter) of the Master Lease, all All of the terms and conditions contained in the Exhibit B Master Lease are incorporated herein herein, except for Section 6, regarding the amount and payment of Minimum Rent, and the formula for Minimum Rent Adjustments; Section 9(i), regarding return of Security Deposit after the first twelve (12) months; Section 21, regarding Assignment and Subletting; Section 28 (a) regarding public liability and property damage insurance limits; Section 29 (e) regarding abatement of rent during repairs due to damage from an insured casualty; Section 30, regarding abatement of rent during repairs due to damage from an uninsured casualty; Section 34, regarding the distribution of awards made under condemnation, and the abatement of rent in the event of temporary or permanent partial taking; Section 41, Right of First Refusal to Purchase Premises; Section 42, regarding the time frames established for giving written notice and the determination of Minimum Rent for Option Periods; Section 43, Lease Guarantee; and Section 44, Broker's Fees, as terms and conditions or 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 Sections set out forth in this Sublease Sublease, shall be the complete terms and conditions of this Sublease. For purposes Where any of such incorporation, all references in the Master Lease to the "Lease" shall be deemed to refer to this Sublease terms and all references in the Master Lease to "Landlord" and "Tenant" shall be deemed to refer to Sublessor and Sublessee, respectively, except that any reference to "Landlord" in Sections 10.5, 11, 14.1 14.2, 14.3, 14.4, 14.6, 14.7, 14.8, 14.9, 18, 19.1, 26.1, 37.2, (expect to the extent that losses are occasioned by the acts or omissions of Sublessor) and 37.3 conditions of the Master Lease differ or conflict with those set forth in this Sublease, the terms and conditions of this Sublease shall be deemed to refer to both Landlord and Sublessor and any reference to "Landlord" in Sections 10.1, 10.2, 10.3, 10.4, 12, 14.5, 17, 20.1, 20.2, 21.1, 22, 23.1, 24.1, 24.2, 24.3, 24.4, 24.5, 24.7, 24.8, 32 and 35.9 of the Master Lease shall be deemed to refer to Landlord onlyprevail.

Appears in 1 contract

Sources: Sublease (Pyramid Breweries Inc)

PROVISIONS CONSTITUTING SUBLEASE. 1.1 4.1 This Sublease is and at all times shall be subject and subordinate to all of the Almaden Financial Plaza Office terms and conditions of the Master Lease dated attached hereto as Exhibit A, the terms and conditions of May 9which, 1996 between North Block Partnership as landlord ("Landlord") and Virtual Chipssubject to Section 4.2, Inc. (to which Sublessor is the successor are incorporated herein by acquisition) as tenant ("Tenant") (the "Master Lease")reference. A Sublessee acknowledges receipt of a copy of the Master Lease prior to the date hereof and confirms that Sublessee is attached hereto as EXHIBIT A. --------- familiar with the terms and conditions thereof. Sublessor shall comply represents and warrants to Sublessee that, to Sublessor’s knowledge, no facts or circumstances exist, that with all the giving of the provisions notice or passage of the time or both, would constitute a default by Sublessor or Master Lease and shall perform all the obligations on the part of the "Tenant" Landlord under the Master Lease other than the obligations of Tenant contained in the following paragraphs of the Master Lease: paragraphs 1, 3, 4, 5, 7, 8, 12 (with respect to the obligation to restore any condition that exists as of the Sublease commencement date or the date Sublessee occupies the Subleased Premises if Sublessee occupies the Subleased Premises before the Sublease commencement date) 15, 19.1 (with respect to events occurring prior to the Sublease commencement date), 21.1, 29.1 (to the extent attributable to Sublessor) and 37.2 and 37.3 (with respect to the obligations of Sublessor to indemnify, defend and hold harmless the Landlord for violations of paragraphs 37.2 and 37.3 caused by Sublessor). Such obligations shall continue to be obligations of Sublessor and Sublessor covenants and agrees to perform such obligations and to maintain the Master Lease in full force and effect for the term of this Sublease (except for breaches of the Master Lease caused by any breach of this Sublease by Sublessee). Sublessee and Sublessor each shall indemnify and hold the other harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of such party's failure to comply with or to perform its obligations hereunder or the obligations of the "Tenant" under the Master Lease (to the extent such obligation has been allocated to a party under this Sublease). In the event of the termination of Sublessor's interest as Tenant under the Master Lease for any reason other than a voluntary termination of the Master Lease by Sublessor without Sublessee's consent or a breach by Sublessor of its obligations under the Master Lease (except for breaches resulting from Sublessee's breach of this Sublease) or this Sublease, then this Sublease shall terminate concurrently therewith without any liability of Sublessor to Sublessee. 1.2 Except for paragraphs 1, 3, 4, 5, 7, 8, 15, 16.4, the first sentence of paragraph 21.1, 33, 34, 37.1, the Addendum to Lease, Exhibit D (Confirmation of Lease Commencement) and Exhibit E (Improvements Work Letter) of the Master Lease, all 4.2 All of the terms and conditions contained in the Master Lease are incorporated herein as terms by this reference and conditions or this Sublease and along with all of the following paragraphs set out in this Sublease shall be the complete terms and conditions of this Sublease. For purposes , subject to Section 4.1 above, except (i) those terms and conditions directly contradicted by the terms and conditions of such incorporationthis Sublease, all references in which case the terms and conditions of this Sublease shall control as between Sublessor and Sublessee; (ii) definitions in the Master Lease that have different definitions than the same defined terms set forth in this Sublease, in which case the definitions in this Sublease shall control as between Sublessor and Sublessee; and (iii) the following provisions of the Master Lease, which are hereby excluded from incorporation into this Sublease: Lease Sections 1.1, 1.2.2, 1.3, 1.4, 1.8, 1.10, 1.12, 1.15, 1.17, 14.8, 14.9, 16, 22, Exhibit A, Exhibit B, Exhibit C, Exhibit F Sections 4, 7, 8, 9 and 10, and Exhibit I. No consent by Master Landlord to this Sublease shall amend or be deemed to amend the terms or conditions of the Master Lease (even if directly contradictory to the "term or conditions of this Sublease) or permit Sublessee to engage in any activities or to do any things that are prohibited to Sublessor under the Master Lease" . Without limiting the foregoing, Sublessor confirms that throughout the Sublease Term Sublessee may use Sublessee’s Share (as defined in Section 6 below) of Sublessor’s parking rights provided under the Master Lease, and Sublessee may use all of Landlord’s Furniture subject to the terms and conditions of Master Lease, Exhibit F, Section 6, excepting only any such furniture located in the Retained Premises as of the date hereof (if any). Sublessor further agrees to assign 120 of Sublessor’s fitness center memberships to Sublessee as of the Commencement Date. 4.3 All references to “Tenant” in the terms and conditions of the Master Lease, as incorporated herein, shall be deemed to refer to this Sublease and Sublessee; all references to “Landlord” in the Master Lease to "Landlord" terms and "Tenant" shall be deemed to refer to Sublessor and Sublessee, respectively, except that any reference to "Landlord" in Sections 10.5, 11, 14.1 14.2, 14.3, 14.4, 14.6, 14.7, 14.8, 14.9, 18, 19.1, 26.1, 37.2, (expect to the extent that losses are occasioned by the acts or omissions of Sublessor) and 37.3 conditions of the Master Lease Lease, as incorporated herein, shall be deemed to refer to both Landlord and Sublessor and Master Landlord; provided, however, that all such Master Lease references to the “Landlord” concerning any reference and all obligations to "maintain, repair, own, finance, insure, operate (including providing services and utilities as set forth in the Master Lease), improve or upgrade the Building and/or the Sublet Premises shall refer only to Master Landlord" , and Sublessee agrees that Sublessor shall have no such obligations under this Sublease. Sublessee agrees that Sublessor’s sole obligation with respect to the foregoing obligations of Master Landlord, which are not applicable to Sublessor, is to use best efforts to cause Master Landlord to discharge such obligations as provided in Sections 10.1the Master Lease. No default by Master Landlord in the performance of such obligations shall entitle Sublessee to any remedies whatsoever against Sublessor under this Sublease unless, 10.2and only to the extent, 10.3Sublessor is entitled to the same remedy under the Master Lease. 4.4 During the term of this Sublease, 10.4Sublessor shall not exercise any right to terminate the Master Lease, 12or agree with Master Landlord to terminate the Master Lease, 14.5, 17, 20.1, 20.2, 21.1, 22, 23.1, 24.1, 24.2, 24.3, 24.4, 24.5, 24.7, 24.8, 32 and 35.9 without the prior express written consent of Sublessee. Sublessor shall throughout the term of this Sublease comply with all of the obligations of “Tenant” under the Master Lease shall be deemed except to refer the extent those obligations are expressly assigned to Landlord onlySublessee hereunder.

Appears in 1 contract

Sources: Sublease Agreement (Model N, Inc.)

PROVISIONS CONSTITUTING SUBLEASE. 1.1 5.1 This Sublease is and at all times shall be subject and subordinate to the Almaden Financial Plaza Office Lease dated as of May 9, 1996 between North Block Partnership as landlord ("Landlord") and Virtual Chips, Inc. (to which Sublessor is the successor by acquisition) as tenant ("Tenant") (the "Master Lease"). A copy of the Master Lease is attached hereto as EXHIBIT A. --------- Sublessor shall comply with all of the provisions of the Master Lease and the LSI Sublease. Sublessee shall take no action which would cause Sublessor to be in default of its obligations under the LSI Sublease, and Sublessee shall perform all the of its obligations on the part of the "Tenant" under the Master Lease other than the obligations of Tenant contained in the following paragraphs of the Master Lease: paragraphs 1this Sublease, 3, 4, 5, 7, 8, 12 (with respect to the obligation to restore any condition that exists as of the Sublease commencement date or the date and Sublessee occupies the Subleased Premises if Sublessee occupies the Subleased Premises before the Sublease commencement date) 15, 19.1 (with respect to events occurring prior to the Sublease commencement date), 21.1, 29.1 (to the extent attributable to Sublessor) and 37.2 and 37.3 (with respect to the obligations of Sublessor to indemnify, defend and hold harmless the Landlord for violations of paragraphs 37.2 and 37.3 caused by Sublessor). Such obligations shall continue to be obligations of Sublessor and Sublessor covenants and agrees to perform such obligations and to maintain the Master Lease in full force and effect for the term of this Sublease (except for breaches of the Master Lease caused by any breach of this Sublease by Sublessee). Sublessee and Sublessor each shall indemnify and hold the other Sublessor harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of such partySublessee's failure to comply with or to do so. Sublessor shall fully perform all of its obligations hereunder or the obligations of the "Tenant" under the Master Lease LSI Sublease (except to the extent such obligation has been allocated to a party under this Sublease). In the event any of the termination same are the obligation of Sublessee hereunder) and shall indemnify and hold Sublessee harmless from and against all liability, costs, damages, claims, demands and expense, including reasonable attorneys' fees and costs, arising out of Sublessor's interest as Tenant under the Master Lease for failure to do so. Upon any reason other than a voluntary termination of the Master Lease by Sublessor without Sublessee's consent or a breach by Sublessor of its obligations under the Master Lease (except for breaches resulting from Sublessee's breach of this Sublease) or this LSI Sublease, then 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 termination due to Sublessor's default of its obligations under the LSI Sublease or this Sublease, shall be subject to the indemnification set forth above. Sublessor shall not enter into any amendment or modification of the LSI Sublease without the consent of Sublessee, nor shall Sublessor consent to a termination of the LSI Sublease or exercise any option to terminate the LSI Sublease that it may have, or surrender the LSI Sublease, without the prior written consent of Sublessee which will not unreasonably be withheld (and except as may be specifically permitted by this Sublease). 1.2 5.2 Except for paragraphs 1, 2, 3, 4, 5, 7, 810, 1516.1, 16.418, the first sentence of paragraph 21.120, 3323(b), 3424.1, 37.124.3, the Addendum to Lease24.4, Exhibit D (Confirmation of Lease Commencement) 49, and Exhibit E (Improvements Work Letter) 52 of the Master Lease, ; and Exhibit B to the Lease (except that Appendix I to Exhibit B is incorporated); all of the terms terms, and conditions contained in the Master Lease in the form attached hereto as Exhibit A are incorporated herein as terms and conditions or this Sublease and along with all of the following paragraphs set out in this Sublease shall be the complete terms and conditions of this Sublease. For purposes of such incorporationAll references in the Master Lease to the "Lease" or the "lease" shall be deemed to refer to this Sublease, all references in the Master Lease to the "LeasePremises" shall be deemed to refer only to this Sublease the Premises subleased to Sublessee hereunder, and all references in the Master Lease to "Landlord" and "Tenant" shall be deemed to refer to Sublessor and Sublessee, respectively, except that any reference to "Landlord" in Sections 10.5Paragraph 12, 1113, 14.1 14.223, 14.324, 14.427, 14.633, 14.734, 14.835, 14.936, 1839, 19.140, 26.1, 37.2, (expect to the extent that losses are occasioned by the acts or omissions of Sublessor) and 37.3 41 of the Master Lease shall be deemed to refer to both Landlord and Sublessor and any reference in Paragraphs 11 (except that Sublessee's reimbursement of insurance premium paid by Landlord for the Premises shall be paid to "Landlord" in Sections 10.1Sublessor), 10.216.2, 10.325, 10.426, 1229, 14.530, 1731, 20.132, 20.235, 21.137, 22, 23.1, 24.1, 24.2, 24.3, 24.4, 24.5, 24.7, 24.8, 32 and 35.9 53 of the Master 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, 25, 26, 29, 30, 31, and 32 of the Master Lease for the benefit of Sublessee. All reasonable costs incurred in connection with any enforcement undertaken by Sublessor at the request of Sublessee shall be paid by Sublessee.

Appears in 1 contract

Sources: Lease (Accelgraphics Inc)

PROVISIONS CONSTITUTING SUBLEASE. 1.1 This Sublease Sublessor hereby warrants and represents that (i) attached hereto as Exhibit A is a true, correct and at all times shall be subject and subordinate to the Almaden Financial Plaza Office Lease dated as of May 9, 1996 between North Block Partnership as landlord ("Landlord") and Virtual Chips, Inc. (to which Sublessor is the successor by acquisition) as tenant ("Tenant") (the "Master Lease"). A complete copy of the Master Main Lease, (ii) there are no amendments or modifications of the Main Lease except as set forth in Exhibit A, (iii) the Main Lease is attached hereto as EXHIBIT A. --------- in full force and effect, (iv) Sublessor shall comply with all of the provisions of the Master Lease and shall perform all the obligations on the part of the "Tenant" is not in default under the Master Main Lease, (v) Sublessor has no knowledge of any default by Landlord under the Main Lease, (vi) the Main Lease other than the obligations of Tenant contained is to expire on July 31, 2014, (vii) Sublessor has not previously assigned, sublet or otherwise transferred its interest in the following paragraphs Main Lease, (vii) Landlord has not provided notice to Sublessor that it will require the removal of any alteration or improvement installed in the Master Lease: paragraphs 1Main Lease Premises, 3, 4, 5, 7, 8, 12 and (with respect to viii) Sublessor has not performed any alteration or improvements in the obligation to restore any condition that exists as of the Sublease commencement date or the date Main Lease Premises without first obtaining Landlord's prior written consent. Sublessee occupies the Subleased Premises if Sublessee occupies the Subleased Premises before the Sublease commencement date) 15, 19.1 (with respect to events occurring prior to the Sublease commencement date), 21.1, 29.1 (to the extent attributable to Sublessor) and 37.2 and 37.3 (with respect to the obligations of Sublessor to indemnify, defend and hold harmless the Landlord for violations of paragraphs 37.2 and 37.3 caused by Sublessor). Such obligations shall continue to be obligations of Sublessor and Sublessor hereby covenants and agrees to perform such obligations accept and to maintain the Master Lease in full force and effect for the term of this Sublease (except for breaches of the Master Lease caused abide by any breach of this Sublease by Sublessee). Sublessee and Sublessor each shall indemnify and hold the other harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of such party's failure to comply with or to perform its obligations hereunder or the obligations of the "Tenant" under the Master Lease (to the extent such obligation has been allocated to a party under this Sublease). In the event of the termination of Sublessor's interest as Tenant under the Master Lease for any reason other than a voluntary termination of the Master Lease by Sublessor without Sublessee's consent or a breach by Sublessor of its obligations under the Master Lease (except for breaches resulting from Sublessee's breach of this Sublease) or this Sublease, then this Sublease shall terminate concurrently therewith without any liability of Sublessor to Sublessee. 1.2 Except for paragraphs 1, 3, 4, 5, 7, 8, 15, 16.4, the first sentence of paragraph 21.1, 33, 34, 37.1, the Addendum to Lease, Exhibit D (Confirmation of Lease Commencement) and Exhibit E (Improvements Work Letter) of the Master Lease, all of the terms and conditions contained in the Master Main Lease (except for the Excluded Provisions (as defined below) and as expressly otherwise provided herein) and this Sublease. Subject to the foregoing, on and after the Commencement Date, all applicable terms and conditions of the Main Lease are incorporated into and made a part of this Sublease as if Sublessee were the Tenant thereunder; provided, however, that the following sections or provisions of the Main Lease (the "Excluded Provisions") are not incorporated into this Sublease and do not form a part of this Sublease (except to the extent they contain defined terms which are used herein): (a) any provisions that are superseded by or in direct conflict with the provisions of this Sublease; (b) any provisions relating to obligations regarding initial preparation of the Premises or the payment of an improvement or other allowance; and (c) any provisions not applicable to a sublessee including but not limited to options or rights to extend or renew the lease term, expand the Premises or rights of first refusal or other similar rights. Subject to the foregoing, on and after the Commencement Date, (i) Sublessee assumes and agrees to perform the Tenant's incorporated obligations under the Main Lease except as otherwise provided herein and (ii) Sublessee hereby covenants and agrees not to commit or suffer any act or omission that will violate any provisions of the Main Lease; provided, however, nothing herein shall reduce or affect the amount of rental payable by the Sublessor to Landlord pursuant to the Main Lease. Rights in favor of the Landlord in the Main Lease shall apply in favor of both Landlord and Sublessor. Obligations of the Landlord contained in the Main Lease shall be obligations of the Landlord and not of the Sublessor. Sublessor shall only be responsible for its obligations under this Sublease and any and all outstanding obligation under the Main Lease arising before the Commencement Date. Sublessor shall not be responsible for any acts or omissions of Landlord. Except as expressly set forth herein and subject to any agreement with the Landlord as may be outlined within the Landlord Consent document, this Sublease is subject and subordinate, fully in all respects, to the terms and conditions of the Main Lease. In the event that the Main Lease shall terminate or be canceled for any reason whatsoever (and irrespective, at the time of such termination or cancellation, as to whether Sublessee shall be in default with respect to any of its agreements, covenants, obligations or undertakings in this Sublease), this Sublease shall terminate, fully and along with in all respects, immediately as of the date and time of termination or cancellation of the Main Lease, whereupon Sublessee shall have no further right whatsoever, pursuant to the Sublease or otherwise, to use or occupy the Premises, and thereupon Sublessee shall vacate the Premises and remove from the Premises all of its machinery, equipment, furnishings, furniture, inventory and personal property pursuant to the following paragraphs set out terms of the Main Lease, subject to Landlord's right to have Sublessee attorn to the Landlord pursuant to Section 14.7 of the Main Lease. Capitalized terms which are not otherwise defined in this Sublease shall be have the complete meaning given such terms and conditions of this Sublease. For purposes of such incorporation, all references in the Master Lease to the "Main Lease" shall be deemed to refer to this Sublease and all references in the Master Lease to "Landlord" and "Tenant" shall be deemed to refer to Sublessor and Sublessee, respectively, except that any reference to "Landlord" in Sections 10.5, 11, 14.1 14.2, 14.3, 14.4, 14.6, 14.7, 14.8, 14.9, 18, 19.1, 26.1, 37.2, (expect to the extent that losses are occasioned by the acts or omissions of Sublessor) and 37.3 of the Master Lease shall be deemed to refer to both Landlord and Sublessor and any reference to "Landlord" in Sections 10.1, 10.2, 10.3, 10.4, 12, 14.5, 17, 20.1, 20.2, 21.1, 22, 23.1, 24.1, 24.2, 24.3, 24.4, 24.5, 24.7, 24.8, 32 and 35.9 of the Master Lease shall be deemed to refer to Landlord only.

Appears in 1 contract

Sources: Sublease Agreement (Affymetrix Inc)

PROVISIONS CONSTITUTING SUBLEASE. 1.1 This Sublease is and at all times shall be subject and subordinate Except to the Almaden Financial Plaza Office Lease dated as of May 9extent that this Sublease clearly indicates otherwise, 1996 between North Block Partnership as landlord ("Landlord") all terms and Virtual Chips, Inc. (to which Sublessor is the successor by acquisition) as tenant ("Tenant") (the "Master Lease"). A copy conditions of the Master Lease is attached hereto and all riders and amendments thereto which are initialed by both parties are incorporated into and made a part of this Sublease as EXHIBIT A. --------- if Sublessor were the Landlord thereunder, Sublessee the Lessee thereunder, and the Premises the Master Premises, except for the following terms and conditions: In the body of the Master Lease, Articles: 1, 2 (a) (e) (f), 17, 33, 35 (f) (g) (n), 36, 37, ▇▇, ▇▇▇▇▇▇▇▇ "▇", "▇", "▇", "▇". Sublessee hereby assumes and agrees to perform the Lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises as defined in article 3 hereof. Without limiting the foregoing, Sublessee shall comply with all name Sublessor and Landlord as additional insureds under the insurance policies required to be carried by Sublessee pursuant to the incorporation of the insurance paragraphs of the Master Lease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease Lease. Notwithstanding the foregoing or anything to the contrary in the Master Lease, Sublessee acknowledges and agrees that Sublessor shall not be obligated to perform all any of the obligations on the part or to supply or render any of the "Tenant" services in the Master Lease required to be performed, supplied or rendered by Landlord. Sublessee shall look solely to the Landlord for the performance for any of the foregoing obligations and services so long as Sublessor is not in default under the Master Lease other than the obligations of Tenant contained and has not commenced to cure such default, in the following paragraphs of the Master Lease: paragraphs 1, 3, 4, 5, 7, 8, 12 (with respect which event Sublessee shall look solely to the obligation to restore any condition that exists as of Sublessor for the Sublease commencement date or the date Sublessee occupies the Subleased Premises if Sublessee occupies the Subleased Premises before the Sublease commencement date) 15, 19.1 (with respect to events occurring prior to the Sublease commencement date), 21.1, 29.1 (performance thereof to the extent attributable to Sublessor) and 37.2 and 37.3 (with respect to the obligations of Sublessor to indemnify, defend and hold harmless the Landlord for violations of paragraphs 37.2 and 37.3 caused by Sublessor). Such obligations shall continue to be obligations of Sublessor and Sublessor covenants and agrees to perform such obligations and to maintain the Master Lease in full force and effect for the term of this Sublease (except for breaches of the Master Lease caused by any breach of this Sublease by Sublessee). Sublessee and Sublessor each shall indemnify and hold the other harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of such party's failure to comply with or to perform its obligations hereunder or the obligations of the "Tenant" is responsible under the Master Lease (to ; provided, however, unless requested by Landlord, all requests by Sublessee for the extent such obligation has been allocated to a party under this Sublease). In the event performance of any of the termination of foregoing matters shall be submitted to Landlord by Sublessor's interest as Tenant under the Master Lease for any reason other than a voluntary termination of the Master Lease by . Sublessor without Sublessee's consent or a breach by Sublessor of shall exercise due diligence in attempting to cause Landlord to perform its obligations under the Master Lease (except for breaches resulting from the benefit of Sublessee's breach of this Sublease) or this Sublease. If the Master Lease terminates, then this Sublease shall terminate concurrently therewith without and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of Sublessor to Sublessee. 1.2 Except for paragraphs 1, 3, 4, 5, 7, 8, 15, 16.4, the first sentence of paragraph 21.1, 33, 34, 37.1, the Addendum to Lease, Exhibit D (Confirmation of Lease Commencement) and Exhibit E (Improvements Work Letter) of a default or breach by Sublessee under this Sublease and/or the Master Lease, all Sublessee shall be liable to the Sublessor for the damage suffered as a result of such termination. Notwithstanding the terms and conditions contained in foregoing, if the Master Lease are incorporated herein as terms and conditions or this Sublease and along with all of the following paragraphs set out in this Sublease shall be the complete terms and conditions of this Sublease. For purposes of such incorporation, all references in gives Sublessor any right to terminate the Master Lease to the "Lease" shall be deemed to refer to this Sublease and all references in the Master Lease to "Landlord" and "Tenant" shall be deemed to refer to Sublessor and Sublesseeevent of the partial or total damage, respectivelydestruction, except that any reference to "Landlord" in Sections 10.5, 11, 14.1 14.2, 14.3, 14.4, 14.6, 14.7, 14.8, 14.9, 18, 19.1, 26.1, 37.2, (expect to the extent that losses are occasioned by the acts or omissions of Sublessor) and 37.3 condemnation of the Master Lease shall be deemed to refer to both Landlord and Sublessor and any reference to "Landlord" in Sections 10.1, 10.2, 10.3, 10.4, 12, 14.5, 17, 20.1, 20.2, 21.1, 22, 23.1, 24.1, 24.2, 24.3, 24.4, 24.5, 24.7, 24.8, 32 and 35.9 Premises or the building or project of which the Master Lease Premises are a part, the exercise of such right by Sublessor shall be deemed to refer to Landlord onlynot constitute a default or breach hereunder.

Appears in 1 contract

Sources: Sublease Agreement (Seachange International Inc)

PROVISIONS CONSTITUTING SUBLEASE. 1.1 A. This Sublease is subject to all of the terms and at all times shall be subject and subordinate to the Almaden Financial Plaza Office Lease dated as of May 9, 1996 between North Block Partnership as landlord ("Landlord") and Virtual Chips, Inc. (to which Sublessor is the successor by acquisition) as tenant ("Tenant") (the "Master Lease"). A copy conditions of the Master Lease is attached hereto in Exhibit "A", except as EXHIBIT A. --------- Sublessor specifically set forth herein, and Sublessee shall comply with all of the provisions of the Master Lease assume and shall perform all the obligations on the part of the "Tenant" Sublessor as leasee under the Master Lease other than to the obligations of Tenant contained in extent such terms and conditions are applicable to the following paragraphs Premises subleased pursuant to this Sublease. Sublessee shall not commit or permit on the subleased Premises any act or omission which shall violate any term or condition of the Master Lease: paragraphs 1, 3, 4, 5, 7, 8, 12 (with respect to the obligation to restore any condition that exists as of the Sublease commencement date or the date Sublessee occupies the Subleased Premises if Sublessee occupies the Subleased Premises before the Sublease commencement date) 15, 19.1 (with respect to events occurring prior to the Sublease commencement date), 21.1, 29.1 (to the extent attributable to Sublessor) and 37.2 and 37.3 (with respect to the obligations of Sublessor to indemnify, defend and hold harmless the Landlord for violations of paragraphs 37.2 and 37.3 caused by Sublessor). Such obligations shall continue to be obligations of Sublessor and Sublessor covenants and agrees to perform such obligations and to maintain the Master Lease in full force and effect for the term of this Sublease (except for breaches of the Master Lease caused by any breach of this Sublease by Sublessee). Sublessee and Sublessor each shall indemnify and hold the other harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of such party's failure to comply with or to perform its obligations hereunder or the obligations of the "Tenant" under the Master Lease (to the extent such obligation has been allocated to a party under this Sublease). In the event of the termination of Sublessor's interest as Tenant Lessee under the Master Lease for any reason other than a voluntary termination of the Master Lease by Sublessor without Sublessee's consent or a breach by Sublessor of its obligations under the Master Lease (except for breaches resulting from Sublessee's breach of this Sublease) or this Subleasereason, then this Sublease shall terminate concurrently coincidentally therewith without any liability of Sublessor to Sublessee. 1.2 Except for paragraphs 1, 3, 4, 5, 7, 8, 15, 16.4, the first sentence of paragraph 21.1, 33, 34, 37.1, the Addendum to Lease, Exhibit D (Confirmation of Lease Commencement) and Exhibit E (Improvements Work Letter) of the Master Lease, all B. All of the terms and conditions contained in the Master Lease are incorporated herein herein, except for the introductory summary of basic terms on page 1, paragraphs 4, 5, 6, 7, the first two sentences of Section 8, the first paragraph of Section 9 (other than the last sentence), 10 (other than the last sentence), 11, and the introductory clause of the first sentence of Section 30, 36, the address for Sublessor in 37(c), 39, all attachments and exhibits to the Master Lease other than Exhibits A and C and the Rules and Regulations, and any specific references to dollar amounts regarding rent and security deposit as terms and conditions or of this Sublease (with each reference therein to Lessor and Lessee to be deemed to refer to Sublessor and Subleasee, except with respect to obligations that only Master Lessor can perform), and along with all of the following paragraphs set out in this Sublease shall be the complete terms and conditions of this Sublease. For purposes In the event the terms in one of such incorporation, all references in the Master Lease to the "Lease" shall be deemed to refer to this Sublease and all references in the Master Lease to "Landlord" and "Tenant" shall be deemed to refer to Sublessor and Sublessee, respectively, except that any reference to "Landlord" in Sections 10.5, 11, 14.1 14.2, 14.3, 14.4, 14.6, 14.7, 14.8, 14.9, 18, 19.1, 26.1, 37.2, (expect to the extent that losses are occasioned by the acts or omissions of Sublessor) and 37.3 excepted paragraphs is needed for a logical interpretation of the Master Lease (i.e., rent amounts outlined in the introductory summary of basic terms on page 1), then the business terms delineated in this Sublease shall be deemed to refer to both Landlord and Sublessor and any reference to "Landlord" in Sections 10.1, 10.2, 10.3, 10.4, 12, 14.5, 17, 20.1, 20.2, 21.1, 22, 23.1, 24.1, 24.2, 24.3, 24.4, 24.5, 24.7, 24.8, 32 and 35.9 of the Master Lease shall be deemed to refer to Landlord onlyincorporated for interpretation reasons.

Appears in 1 contract

Sources: Sublease (Jni Corp)

PROVISIONS CONSTITUTING SUBLEASE. 1.1 This Sublease is and at all times shall be subject and subordinate to the Almaden Financial Plaza Office Lease dated as of May 9, 1996 1995, between North Block Partnership Sobrato Development Companies #871, as landlord ("Landlord") ), and Virtual ChipsSublessor, Inc. as tenant, as amended by that certain First Amendment to Lease dated November 26, 1997 (to which Sublessor is the successor by acquisition) as tenant ("TenantAmendment") (together, the "Master Lease"). A copy of the Master Lease is attached hereto as EXHIBIT A. --------- Sublessor Sublessee shall comply with all of the provisions of the Master Lease and shall perform all the obligations on the part of the "Tenant" under the Master Lease other than the obligations of Tenant contained in the following paragraphs of the Master Lease: paragraphs 1, 3, 4, 5, 7, 8, 12 (with respect to the obligation to restore any condition that exists as of the Sublease commencement date or the date Sublessee occupies the Subleased Premises if Sublessee occupies the Subleased Premises before the Sublease commencement date) 15, 19.1 (with respect to events occurring prior to the Sublease commencement date), 21.1, 29.1 (to the extent attributable to Sublessor) and 37.2 and 37.3 (with respect to the obligations of Sublessor to indemnify, defend and hold harmless the Landlord for violations of paragraphs 37.2 and 37.3 caused by Sublessor). Such obligations shall continue to be obligations of Sublessor and Sublessor covenants and agrees to perform such obligations and to maintain the Master Lease in full force and effect for the term of this Sublease (except for breaches of the Master Lease caused by any breach of this Sublease by Sublessee). Sublessee and Sublessor each shall indemnify and hold the other Sublessor harmless from and against all liability, costs, damages, claims, demands and expenses, including reasonable attorney's fees and costs, arising out of such partySublessee's failure to comply with or to perform its Sublessee's obligations hereunder or the obligations of the "Tenant" under the Master Lease (to the extent such obligation has been allocated to a party under this Sublease)as provided herein. In the event of the termination of Sublessor's interest as Tenant "Tenant" under the Master Lease for any reason other than a voluntary termination of the Master Lease by Sublessor without Sublessee's consent or a breach by Sublessor of its obligations under the Master Lease (except for breaches resulting from Sublessee's breach of this Sublease) or this Subleaseconsent, then this Sublease shall terminate concurrently therewith without any liability of Sublessor to Sublessee. 1.2 Except for paragraphs sections 1, 2, 3, 4, 5, 6, 7, 8, 15, 16.410, the first sentence second paragraph of section 17, 18(A), (B) and (E), 26, the second paragraph 21.1, 33of section 32, 34, 37.137, the Addendum to Lease38, Exhibit D (Confirmation of Lease Commencement) 39, 40, 42 and Exhibit E (Improvements Work Letter) 46 of the Master Lease, all of the terms and conditions contained in the Master Lease are incorporated herein as terms and conditions or of this Sublease Sublease, and along with all of the following paragraphs set out in provisions of this Sublease shall be the complete terms and conditions of this Sublease. For purposes The terms of such incorporation, all the Amendment shall not be incorporated into this Sublease. All references in the Master Lease to the "Lease" shall be deemed to refer to this Sublease and all references in the Master Lease to "Landlord" and "Tenant" shall be deemed to refer to Sublessor and Sublessee, respectively, except that any reference to "Landlord" in Sections 10.5section 9, the second paragraph of section 11, 14.1 14.2, 14.3, 14.4, 14.6, 14.7, 14.8, 14.9, 18, 19.1, 26.1, 37.2, (expect to the extent that losses are occasioned by the acts or omissions of Sublessorsections 12(C) and 37.3 (D), sections 13, 14, 15, 16, the first paragraph of section 17, sections 18(C) and (D), the first paragraph of section 19, and sections 20, 23, 27, 29(A) for purposes of Landlord's consent only, 33, 36, and 45 of the Master Lease shall be deemed to refer to both Landlord and Sublessor and any reference to "Landlord" in Sections 10.1the first and third paragraphs of section 11, 10.2sections 12(B), 10.325, 10.428, 1230, 14.531, 17the first paragraph of section 32, 20.1, 20.2, 21.1, 22, 23.1, 24.1, 24.2, 24.3, 24.4, 24.5, 24.7, 24.8, 32 and 35.9 section 43 of the Master Lease shall be deemed to refer to Landlord only.

Appears in 1 contract

Sources: Sublease Agreement (Trident Microsystems Inc)