PROVISIONS CONSTITUTING SUBLEASE. 2.1 This Sublease is subject to all of the terms and conditions of the Master Lease and Lease. Subtenant hereby assumes and agrees to perform all of the obligations of Sublandlord under the Lease and Master Lease and Subtenant’s use of the common areas, except as specifically set forth herein. Sublandlord does not assume or agree to perform the obligations of Landlord under the Lease or Master Landlord under the Master Lease. With respect to the performance by Landlord of its obligations under the Lease and Master Landlord of its obligations under the Master Lease, Sublandlord's sole obligation with respect thereto will be to request Landlord to request the same from Master Landlord, on request in writing by Subtenant, and to use reasonable efforts to cause Landlord to request the same from Master Landlord; provided, however, such efforts shall be at the cost of Subtenant and Sublandlord will have no obligation to institute legal action against Landlord or Master Landlord. Subtenant shall not commit or permit to be committed on {2779-0002/;2} the Subleased Premises or on any other portion of the property and/or building of which the Subleased Premises are a part any act or omission which violates any term or condition of the Lease or Master Lease. In addition to, and not in limitation of, Subtenant’s indemnification obligations pursuant to the Lease and Master Lease (as such obligations are incorporated into this Sublease), Subtenant shall indemnify, defend and hold Sublandlord harmless from and against all liability, damages, claims, costs and expenses, including reasonable attorneys' fees incurred in connection therewith, arising out of (i) Subtenant's default under this Sublease, (ii) the use or occupancy of the Subleased Premises by Subtenant and any of its employees, agents, contractors or invitees; and (iii) the negligence or willful misconduct of Subtenant or its employees, contractors, agents or invitees. 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 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 shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Lease pursuant to the terms thereof or (b) from assigning its interest in this Sublease. 2.2 Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Master Lease are incorporated herein as if set forth in length; provided, however, that (i) ) each reference in such incorporated sections to "Lease" and to "Premises" shall be deemed a reference to this "Sublease" and the "Subleased Premises" defined herein, respectively; (ii) each reference to Landlord" and "Tenant" shall be deemed a reference to "Sublandlord" and "Subtenant", respectively, except as expressly set forth herein; (iii) with respect to work, services, repairs, restoration, insurance or the performance of any other obligation of Master Landlord under the Master Lease, the sole obligation of Sublandlord (Subtenant acknowledges that Sublandlord shall be under no obligation to perform or otherwise satisfy any such obligations) shall be to request Landlord to request the same in writing from Master Landlord, as and when requested to do so by Subtenant, and to request Landlord to use Landlord’s reasonable efforts (provided Subtenant pays all costs incurred by Sublandlord and Landlord in connection therewith) to obtain Master Landlord's performance; (iv) Sublandlord shall have no liability to Subtenant with respect to (a) representations and warranties made by Master Landlord under the Master Lease, (b) any indemnification obligations of Master Landlord under the Master Lease, or other obligations or liabilities of Master Landlord under the Master Lease with respect to compliance with laws, condition of the Subleased Premises, the building project of which they are a part, or Hazardous Materials, and (c) obligations under the Master Lease to repair, maintain, restore, or insure all or any portion of the Subleased Premises or the building project of which they are a part, regardless of whether the incorporation of one or more provisions of the Master Lease might otherwise operate to make Sublandlord liable therefor; (v) with respect to any approval or consent required to be obtained from the Master Landlord under the Master Lease, such approval or consent must be obtained from each of Sublandlord, Master Landlord and Landlord, and the approval of Sublandlord may be withheld if Master Landlord's or Landlord’s approval or consent is not obtained; (vi) in any case where "Tenant" is to indemnify, release or waive claims against "Landlord", such indemnity, release or waiver shall be deemed to run from Subtenant to each of Sublandlord, Landlord and Master Landlord; (vii) Subtenant shall pay all {2779-0002/;2} consent and review fees set forth in the Lease and Master Lease to each of Sublandlord, Landlord and Master Landlord (provided that Sublandlord shall be obligated to pay any such fees to Landlord and Master Landlord arising out of the execution of this Sublease); (viii) Subtenant shall not have the right to terminate this Sublease due to casualty or condemnation unless Sublandlord has such right and exercises such right under the Lease, and as between Sublandlord and Subtenant only, all insurance proceeds or condemnation awards received by Sublandlord under the Lease shall be deemed to be the property of Sublandlord; and (ix) in any case where "Tenant" is to execute and deliver certain documents or notices to "Landlord", such obligation shall be deemed to run from Subtenant to each of Sublandlord, Landlord and Master Landlord; and (x) the following provisions of the Master Lease are expressly not incorporated herein by reference: Sections 1.1, 1.2, 1.3, 1.4, 1.5, 1.8, 2.1, 2.3, 2.4, and 2.7, Article 3, Sections 15.1, 19.3.B. 39.10, and 40.1 and Exhibit C of the Original Lease; Sections 2 and 3 of the First Amendment; and Section 2 of the Second Amendment. 2.3 Subtenant shall keep in force at all times throughout the Sublease Term, at Subtenant’s expense, for the benefit of Sublandlord, Landlord and Master Landlord, the same insurance as the Tenant under the Master Lease is required to carry, with Sublandlord, Landlord, Master Landlord and any other parties designated by Sublandlord, Landlord or Master Landlord as additional insureds. With respect to the waiver of subrogation contained in the Master Lease, such waiver shall be deemed to be modified to constitute an agreement by and among Master Landlord, Landlord, Sublandlord and Subtenant (and each of Master Landlord’s and Landlord’s consent to this Sublease shall be deemed to constitute its approval of this modification).
Appears in 1 contract
Sources: Sublease (Finjan Holdings, Inc.)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 A. This Sublease is subject and subordinate to all the Master Lease. Subtenant shall not have any rights under this Sublease that exceed Avistar’s rights as Tenant under the Master Lease. In the event of any conflict between this sublease and the Master Leasethat the terms of this sublease shall prevail.
B. All of the terms terms, covenants and conditions of the Master Lease and Lease. Subtenant hereby assumes and agrees to perform all of the obligations of Sublandlord under the Lease and Master Lease and Subtenant’s use of the common areas, except are incorporated herein by reference as specifically if fully set forth herein. Sublandlord does not assume or agree Such terms, covenants and conditions shall be applicable to perform this Sublease with the obligations of Landlord same force and effect as if Avistar were the landlord under the Master Lease or Master and Subtenant were the tenant thereunder. In case of any default by Subtenant under any of the terms of this Sublease, Avistar shall have all of the rights against Subtenant as would be available to Landlord against Avistar as the tenant under the Master Lease. With respect to the performance by Landlord of its obligations under the Lease and Master Landlord of its obligations under the Master Lease, Sublandlord's sole obligation with respect thereto will be to request Landlord to request the same from Master Landlord, on request in writing by Subtenant, and to use reasonable efforts to cause Landlord to request the same from Master Landlord; provided, however, such efforts shall be at the cost of Subtenant and Sublandlord will have no obligation to institute legal action against Landlord or Master Landlord. .
C. Subtenant shall not commit or permit to be committed on {2779-0002/;2} the Subleased Premises or on any other portion of the property and/or building of which the Subleased Premises are a part do any act or omission which violates any term or condition of the Lease or Master Lease. In addition to, and not in limitation of, Subtenant’s indemnification obligations pursuant to the Lease and Master Lease (as such obligations are incorporated into this Sublease), Subtenant shall indemnify, defend and hold Sublandlord harmless from and against all liability, damages, claims, costs and expenses, including reasonable attorneys' fees incurred in connection therewith, arising out of (i) Subtenant's default under this Sublease, (ii) the use or occupancy of the Subleased Premises by Subtenant and any of its employees, agents, contractors or invitees; and (iii) the negligence or willful misconduct of Subtenant or its employees, contractors, agents or invitees. 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 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 shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Lease pursuant to the terms thereof or (b) from assigning its interest in this Sublease.
2.2 Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Master Lease are incorporated herein as if set forth in length; provided, however, that (i) ) each reference in such incorporated sections to "Lease" and to "Premises" shall be deemed constitutes a reference to this "Sublease" and the "Subleased Premises" defined herein, respectively; (ii) each reference to Landlord" and "Tenant" shall be deemed a reference to "Sublandlord" and "Subtenant", respectively, except as expressly set forth herein; (iii) with respect to work, services, repairs, restoration, insurance or the performance of any other obligation of Master Landlord under the Master Lease, the sole obligation of Sublandlord (Subtenant acknowledges that Sublandlord shall be under no obligation to perform or otherwise satisfy any such obligations) shall be to request Landlord to request the same in writing from Master Landlord, as and when requested to do so by Subtenant, and to request Landlord to use Landlord’s reasonable efforts (provided Subtenant pays all costs incurred by Sublandlord and Landlord in connection therewith) to obtain Master Landlord's performance; (iv) Sublandlord shall have no liability to Subtenant with respect to (a) representations and warranties made by Master Landlord non-monetary default under the Master Lease, (bii) causes the Master Lease to be terminated, (iii) causes Avistar to become liable for any indemnification fees, damages, costs, claims, violations, or penalties to Landlord, or (iv) increase the basic monthly rent or other obligations of Master Landlord Avistar as tenant under the Master Lease, or other obligations or liabilities of Master Landlord under which the base date for any increase shall be June 1, 2014 notwithstanding the earlier date set forth in the Master Lease with respect to compliance with laws, condition of the Subleased Premises, the building project of which they are Lease.
D. Whenever a part, or Hazardous Materials, and (c) obligations under the Master Lease to repair, maintain, restore, or insure all or any portion of the Subleased Premises or the building project of which they are a part, regardless of whether the incorporation of one or more provisions provision of the Master Lease might otherwise operate incorporated in this Sublease requires or refers to make Sublandlord liable therefor; (v) with respect to any approval Landlord’s consent or consent required to be obtained from the Master Landlord under the Master Leaseapproval, such approval or consent must be obtained from each of Sublandlordprovision is incorporated in this Sublease, Master Landlord and Landlordunless provided to the contrary herein, and the approval of Sublandlord may be withheld if Master Landlord's or Landlord’s approval or consent is not obtained; (vi) in any case where "Tenant" is to indemnify, release or waive claims against "Landlord", such indemnity, release or waiver shall be deemed to run from Subtenant require or refer to each of Sublandlord, Landlord and Master Landlord; (vii) Subtenant shall pay all {2779-0002/;2} consent and review fees set forth in the Lease and Master Lease to each of Sublandlord, Landlord and Master Landlord (provided that Sublandlord shall be obligated to pay any such fees to Landlord and Master Landlord arising out of the execution of this Sublease); (viii) Subtenant shall not have the right to terminate this Sublease due to casualty or condemnation unless Sublandlord has such right and exercises such right under the Lease, and as between Sublandlord and Subtenant only, all insurance proceeds or condemnation awards received by Sublandlord under the Lease shall be deemed to be the property of Sublandlord; and (ix) in any case where "Tenant" is to execute and deliver certain documents or notices to "Landlord", such obligation shall be deemed to run from Subtenant to each of Sublandlord, Landlord and Master Landlord; and (x) the following provisions of the Master Lease are expressly not incorporated herein by reference: Sections 1.1, 1.2, 1.3, 1.4, 1.5, 1.8, 2.1, 2.3, 2.4, and 2.7, Article 3, Sections 15.1, 19.3.B. 39.10, and 40.1 and Exhibit C of the Original Lease; Sections 2 and 3 of the First Amendment; and Section 2 of the Second Amendment.
2.3 Subtenant shall keep in force at all times throughout the Sublease Term, at Subtenant’s expense, for the benefit of Sublandlord, Landlord and Master Landlord, the same insurance as the Tenant under the Master Lease is required to carry, with Sublandlord, Landlord, Master Landlord and any other parties designated by Sublandlord, Landlord or Master Landlord as additional insureds. With respect to the waiver of subrogation contained in the Master Lease, such waiver shall be deemed to be modified to constitute an agreement by and among Master Landlord, Landlord, Sublandlord and Subtenant (and each of Master both Landlord’s and LandlordAvistar’s consent or approval. In such a case, Subtenant shall submit its request for consent or approval to this Sublease Avistar. If Avistar’s consent is required hereunder and Avistar determines to grant its consent or approval, or if Avistar’s consent is not required hereunder, Avistar shall be deemed forward the request to constitute Landlord for its approval of this modification)consent or approval.
Appears in 1 contract
Sources: Sublease Agreement (International Safety Group, 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 and Lease. Subtenant hereby assumes and agrees Sublessee shall take no action which would cause Sublessor to perform all of the obligations of Sublandlord under the Lease and Master Lease and Subtenant’s use of the common areas, except as specifically set forth herein. Sublandlord does not assume or agree to perform the obligations of Landlord under the Lease or Master Landlord under the Master Lease. With respect to the performance by Landlord be in default of its obligations under the Lease Lease, and Master Landlord Sublessee shall perform all of its obligations under the Master Lease, Sublandlord's sole obligation with respect thereto will be to request Landlord to request the same from Master Landlord, on request in writing by Subtenantthis Sublease, and to use reasonable efforts to cause Landlord to request the same from Master Landlord; provided, however, such efforts Sublessee shall be at the cost of Subtenant and Sublandlord will have no obligation to institute legal action against Landlord or Master Landlord. Subtenant shall not commit or permit to be committed on {2779-0002/;2} the Subleased Premises or on any other portion of the property and/or building of which the Subleased Premises are a part any act or omission which violates any term or condition of the Lease or Master Lease. In addition to, and not in limitation of, Subtenant’s indemnification obligations pursuant to the Lease and Master Lease (as such obligations are incorporated into this Sublease), Subtenant shall indemnify, defend indemnify and hold Sublandlord Sublessor harmless from and against all liability, costs, damages, claims, costs demands and expenses, including reasonable attorney's fees and costs, arising out of Sublessee's failure to do so. Sublessor shall fully perform all of its obligations under the Lease (except to the extent 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 incurred in connection therewithand costs, arising out of (i) SubtenantSublessor's default under this Sublease, (ii) the use or occupancy of the Subleased Premises by Subtenant and failure to do so. Upon any of its employees, agents, contractors or invitees; and (iii) the negligence or willful misconduct of Subtenant or its employees, contractors, agents or invitees. 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 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 shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Lease pursuant to the terms thereof or (b) from assigning its interest in this Sublease.
2.2 Except concurrently therewith except as otherwise provided in this Sublease, all the Consent of the terms Landlord to Sublease and conditions contained in the Master Lease are incorporated herein as if set forth in lengthwithout any liability of Sublessor to Sublessee; provided, however, that (i) ) each reference in such incorporated sections a Lease termination due to "Lease" and to "Premises" shall be deemed a reference to this "Sublease" and the "Subleased Premises" defined herein, respectively; (ii) each reference to Landlord" and "Tenant" shall be deemed a reference to "Sublandlord" and "Subtenant", respectively, except as expressly set forth herein; (iii) with respect to work, services, repairs, restoration, insurance or the performance Sublessor's default of any other obligation of Master Landlord under the Master Lease, the sole obligation of Sublandlord (Subtenant acknowledges that Sublandlord shall be under no obligation to perform or otherwise satisfy any such obligations) shall be to request Landlord to request the same in writing from Master Landlord, as and when requested to do so by Subtenant, and to request Landlord to use Landlord’s reasonable efforts (provided Subtenant pays all costs incurred by Sublandlord and Landlord in connection therewith) to obtain Master Landlord's performance; (iv) Sublandlord shall have no liability to Subtenant with respect to (a) representations and warranties made by Master Landlord under the Master Lease, (b) any indemnification obligations of Master Landlord under the Master Lease, or other obligations or liabilities of Master Landlord under the Master Lease with respect to compliance with laws, condition of the Subleased Premises, the building project of which they are a part, or Hazardous Materials, and (c) its obligations under the Master Lease or this Sublease, shall be subject to repairthe indemnification set forth above. Sublessor shall not enter into any amendment or modification of the Lease without the consent of Sublessee, maintain, restorenor shall Sublessor consent to a termination of the Lease or exercise any option to terminate the Lease that it may have, or insure all or any portion of the Subleased Premises or the building project of which they are a part, regardless of whether the incorporation of one or more provisions of the Master Lease might otherwise operate to make Sublandlord liable therefor; (v) with respect to any approval or consent required to be obtained from the Master Landlord under the Master Lease, such approval or consent must be obtained from each of Sublandlord, Master Landlord and Landlord, and the approval of Sublandlord may be withheld if Master Landlord's or Landlord’s approval or consent is not obtained; (vi) in any case where "Tenant" is to indemnify, release or waive claims against "Landlord", such indemnity, release or waiver shall be deemed to run from Subtenant to each of Sublandlord, Landlord and Master Landlord; (vii) Subtenant shall pay all {2779-0002/;2} consent and review fees set forth in the Lease and Master Lease to each of Sublandlord, Landlord and Master Landlord (provided that Sublandlord shall be obligated to pay any such fees to Landlord and Master Landlord arising out of the execution of this Sublease); (viii) Subtenant shall not have the right to terminate this Sublease due to casualty or condemnation unless Sublandlord has such right and exercises such right under surrender the Lease, and as between Sublandlord and Subtenant only, all insurance proceeds or condemnation awards received by Sublandlord under without the Lease shall prior written consent of Sublessee which will not unreasonably be deemed to be the property of Sublandlord; and withheld (ix) in any case where "Tenant" is to execute and deliver certain documents or notices to "Landlord", such obligation shall be deemed to run from Subtenant to each of Sublandlord, Landlord and Master Landlord; and (x) the following provisions of the Master Lease are expressly not incorporated herein by reference: Sections 1.1, 1.2, 1.3, 1.4, 1.5, 1.8, 2.1, 2.3, 2.4, and 2.7, Article 3, Sections 15.1, 19.3.B. 39.10, and 40.1 and Exhibit C of the Original Lease; Sections 2 and 3 of the First Amendment; and Section 2 of the Second Amendment.
2.3 Subtenant shall keep in force at all times throughout the Sublease Term, at Subtenant’s expense, for the benefit of Sublandlord, Landlord and Master Landlord, the same insurance as the Tenant under the Master Lease is required to carry, with Sublandlord, Landlord, Master Landlord and any other parties designated by Sublandlord, Landlord or Master Landlord as additional insureds. With respect to the waiver of subrogation contained in the Master Lease, such waiver shall be deemed to be modified to constitute an agreement by and among Master Landlord, Landlord, Sublandlord and Subtenant (and each of Master Landlord’s and Landlord’s consent to this Sublease shall be deemed to constitute its approval of this modification).and
Appears in 1 contract
Sources: Lease (Accelgraphics Inc)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 1.1 This Sublease and all of Subtenant's rights hereunder are expressly subject and subordinate to the terms and conditions of the Prime Lease, which is subject incorporated herein by reference and is attached hereto as Exhibit "B" and Sublandlord shall possess all rights and remedies of the Lessor under the Prime Lease with respect to the Subtenant, and the Subtenant shall be responsible for and perform all of the obligations of the lessee under the Prime Lease with respect to the Sublandlord, except for the payment of the Base Rent, which is otherwise provided in this Sublease. Subtenant hereby acknowledges that it has received copies of the Prime Lease, has read all of the terms and conditions thereof, and agrees to observe and perform all of the terms and conditions of the Master Prime Lease and to be observed or performed by the lessee thereunder, except for the rent provided therein.
1.2 Subtenant shall neither do nor permit anything to be done which would cause the Prime Lease to be terminated or forfeited or any claims to accrue to the benefit of Prime Landlord by reason of any right of termination or forfeiture reserved by or vested in Prime Landlord under the Prime Lease. Subtenant hereby assumes and agrees to perform all of the obligations of Sublandlord under the Lease and Master Lease and Subtenant’s use of the common areas, except as specifically set forth herein. Sublandlord does not assume or agree to perform the obligations of Landlord under the Lease or Master Landlord under the Master Lease. With respect to the performance by Landlord of its obligations under the Lease and Master Landlord of its obligations under the Master Lease, Sublandlord's sole obligation with respect thereto will be to request Landlord to request the same from Master Landlord, on request in writing by Subtenant, and to use reasonable efforts to cause Landlord to request the same from Master Landlord; provided, however, such efforts shall be at the cost of Subtenant and Sublandlord will have no obligation to institute legal action against Landlord or Master Landlord. Subtenant shall not commit or permit to be committed on {2779-0002/;2} the Subleased Premises or on any other portion of the property and/or building of which the Subleased Premises are a part any act or omission which violates any term or condition of the Lease or Master Lease. In addition to, and not in limitation of, Subtenant’s indemnification obligations pursuant to the Lease and Master Lease (as such obligations are incorporated into this Sublease), Subtenant shall indemnify, defend indemnify and hold Sublandlord harmless from and against all liabilityloss, damagescost, claimsdamage or expense, costs including, but not limited to attorney's fees and expensescourt costs, including reasonable attorneys' fees incurred by Sublandlord by reason of any default on the part of Subtenant by reason of which the Prime Lease may be terminated or forfeited.
1.3 Notwithstanding anything to the contrary in connection therewith, arising out of (i) Subtenant's default under the Prime Lease or this Sublease, (ii) Subtenant hereby acknowledges that Subtenant shall look solely to Landlord for the use or occupancy performance of all of the Subleased Premises by Subtenant Landlord's obligations under the Prime Lease, and that Sublandlord shall not be obligated to provide any of its employees, agents, contractors or invitees; and (iii) the negligence or willful misconduct of services to Subtenant or otherwise perform any obligations in connection with this Sublease, but Sublandlord shall exercise its employees, contractors, agents or inviteesbest efforts to cause Landlord to perform such obligations. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither Subtenant acknowledges that any termination of the parties hereto will, by renegotiation of the 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, Prime Lease will at all times, result in good faith assist in carrying out all the terms a termination of this Sublease and in taking all such action as may be necessary or appropriate that Subtenant is subject to protect the rights holding over provision (Article 27 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 shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Lease pursuant to the terms thereof or (b) from assigning its interest in this Sublease.
2.2 Except as otherwise provided in this Sublease, all of the terms and conditions contained in the Master Lease are incorporated herein as if set forth in length; provided, however, that (i) ) each reference in such incorporated sections to "Prime Lease" and to "Premises" shall be deemed a reference to this "Sublease" and the "Subleased Premises" defined herein, respectively; (ii) each reference to Landlord" and "Tenant" shall be deemed a reference to "Sublandlord" and "Subtenant", respectively, except as expressly set forth herein; (iii) with respect to work, services, repairs, restoration, insurance or the performance of any other obligation of Master Landlord under the Master Lease, the sole obligation of Sublandlord (Subtenant acknowledges that Sublandlord shall be under no obligation to perform or otherwise satisfy any such obligations) shall be to request Landlord to request the same in writing from Master Landlord, as and when requested to do so by Subtenant, and to request Landlord to use Landlord’s reasonable efforts (provided Subtenant pays all costs incurred by Sublandlord and Landlord in connection therewith) to obtain Master Landlord's performance; (iv) Sublandlord shall have no liability to Subtenant with respect to (a) representations and warranties made by Master Landlord under the Master Lease, (b) any indemnification obligations of Master Landlord under the Master Lease, or other obligations or liabilities of Master Landlord under the Master Lease with respect to compliance with laws, condition of the Subleased Premises, the building project of which they are a part, or Hazardous Materials, and (c) obligations under the Master Lease to repair, maintain, restore, or insure all or any portion of the Subleased Premises or the building project of which they are a part, regardless of whether the incorporation of one or more provisions of the Master Lease might otherwise operate to make Sublandlord liable therefor; (v) with respect to any approval or consent required to be obtained from the Master Landlord under the Master Lease, such approval or consent must be obtained from each of Sublandlord, Master Landlord and Landlord, and the approval of Sublandlord may be withheld if Master Landlord's or Landlord’s approval or consent is not obtained; (vi) in any case where "Tenant" is to indemnify, release or waive claims against "Landlord", such indemnity, release or waiver shall be deemed to run from Subtenant to each of Sublandlord, Landlord and Master Landlord; (vii) Subtenant shall pay all {2779-0002/;2} consent and review fees set forth in the Lease and Master Lease to each of Sublandlord, Landlord and Master Landlord (provided that Sublandlord shall be obligated to pay any such fees to Landlord and Master Landlord arising out of the execution of this Sublease); (viii) Subtenant shall not have the right to terminate this Sublease due to casualty or condemnation unless Sublandlord has such right and exercises such right under the Lease, and as between Sublandlord and Subtenant only, all insurance proceeds or condemnation awards received by Sublandlord under the Lease shall be deemed to be the property of Sublandlord; and (ix) in any case where "Tenant" is to execute and deliver certain documents or notices to "Landlord", such obligation shall be deemed to run from Subtenant to each of Sublandlord, Landlord and Master Landlord; and (x) the following provisions of the Master Lease are expressly not incorporated herein by reference: Sections 1.1, 1.2, 1.3, 1.4, 1.5, 1.8, 2.1, 2.3, 2.4, and 2.7, Article 3, Sections 15.1, 19.3.B. 39.10, and 40.1 and Exhibit C of the Original Lease; Sections 2 and 3 of the First Amendment; and Section 2 of the Second Amendment.
2.3 Subtenant shall keep in force at all times throughout the Sublease Term, at Subtenant’s expense, for the benefit of Sublandlord, Landlord and Master Landlord, the same insurance as the Tenant under the Master Lease is required to carry, with Sublandlord, Landlord, Master Landlord and any other parties designated by Sublandlord, Landlord or Master Landlord as additional insureds. With respect to the waiver of subrogation contained in the Master Lease, such waiver shall be deemed to be modified to constitute an agreement by and among Master Landlord, Landlord, Sublandlord and Subtenant (and each of Master Landlord’s and Landlord’s consent to this Sublease shall be deemed to constitute its approval of this modification).
Appears in 1 contract
Sources: Sublease Agreement (Carecentric Inc)
PROVISIONS CONSTITUTING SUBLEASE. 2.1 A. This Sublease is subject and subordinate to the Master Lease, any and all subsequent amendments or supplemental agreements thereto and any and all matters to which the tenancy of Sublandlord, as Tenant under the Master Lease, is or may' be subordinate, and Subtenant shall in no case have any rights under this Sublease that exceed Sublandlord's rights as Tenant under the Master Lease.
B. Except as may be inconsistent with the terms of this Sublease, all of the terms, covenants and conditions of the Master Lease are incorporated herein by reference as if fully set forth herein, and such terms, covenants and conditions shall be applicable to this Sublease with the same force and effect as if Sublandlord were Landlord under the Master Lease and Subtenant were Tenant thereunder, and in case of any default under any of the terms of the Master Lease or of this Sublease by Subtenant, Sublandlord shall have all of the rights against Subtenant as would be available to Landlord against Tenant under the Master Lease. Subtenant shall neither do nor permit to be done anything which would constitute a default under the Master Lease or cause the Master Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Landlord thereunder.
C. Subtenant agrees that it shall cause all employees, agents, contractors, invitees and licensees of Subtenant to abide by all rules and regulations of the Landlord applicable to the Building and/or the Subleased Premises.
D. Subtenant acknowledges that in the event of a termination of the Master Lease for any reason, including but not limited to an agreement between Sub landlord and Landlord terminating the Master Lease, or re-entry or dispossession by Landlord under the Master Lease, Landlord may, at its option, take over all of the right, title and interest of Sublandlord hereunder upon the terms and conditions of this Sublease, including all applicable terms and conditions of the Master Lease as incorporated herein, and LeaseSubtenant agrees that it shall, at Landlord's option, attorn to Landlord as though Landlord were Sublandlord under this Sublease. Sub landlord shall use reasonable efforts to obtain a Recognition Agreement from Landlord.
E. Subtenant hereby assumes shall observe and agrees to perform all for the benefit of Landlord and Sublandlord each and every term, covenant, condition and agreement of the obligations of Sublandlord under the Lease and Master Lease and Subtenant’s use of the common areas, except as specifically set forth herein. which Sublandlord does not assume is required to observe or agree to perform the obligations of Landlord under the Lease or Master Landlord under the Master Lease. With with respect to the performance by Landlord of its obligations under the Lease and Master Landlord of its obligations Subleased Premises as Tenant under the Master Lease, Sublandlord's sole obligation with respect thereto will be except for the covenants of Sub landlord to request pay "Base Rent" (as said term is defined in the Master Lease) to Landlord as required pursuant to request the same from Master Landlord, on request in writing by Subtenant, and to use reasonable efforts to cause Landlord to request the same from Master Landlord; provided, however, such efforts shall be at the cost of Subtenant and Sublandlord will have no obligation to institute legal action against Landlord or Master Landlord. Subtenant shall not commit or permit to be committed on {2779-0002/;2} the Subleased Premises or on any other portion of the property and/or building of which the Subleased Premises are a part any act or omission which violates any term or condition of the Lease or Master Lease. In addition to, and not in limitation of, Subtenant’s indemnification obligations the event that any provisions of the Master Lease could be construed as granting Subtenant more rights than those granted pursuant to the Lease and Master Lease (as such obligations are incorporated into this Sublease), Subtenant shall indemnify, defend and hold Sublandlord harmless from and against all liability, damages, claims, costs and expenses, including reasonable attorneys' fees incurred in connection therewith, arising out of (i) Subtenant's default under this Sublease, (ii) the use or occupancy of the Subleased Premises by Subtenant and any of its employees, agents, contractors or invitees; and (iii) the negligence or willful misconduct of Subtenant or its employees, contractors, agents or invitees. Except then Subtenant's rights shall be limited 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 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 shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Lease pursuant to the terms thereof or (b) from assigning its interest those set forth in this Sublease.
2.2 Except as otherwise provided F. The consent of Landlord shall be required in this Sublease, all connection with any act which requires the consent of Landlord pursuant to the terms and conditions contained in the Master Lease are incorporated herein as if set forth in length; provided, however, that (i) ) each reference in such incorporated sections to "Lease" and to "Premises" shall be deemed a reference to this "Sublease" and the "Subleased Premises" defined herein, respectively; (ii) each reference to Landlord" and "Tenant" shall be deemed a reference to "Sublandlord" and "Subtenant", respectively, except as expressly set forth herein; (iii) with respect to work, services, repairs, restoration, insurance or the performance of any other obligation of Master Landlord under the Master Lease, the sole obligation of Sublandlord (Subtenant acknowledges notwithstanding that Sublandlord shall be under no obligation to perform a particular provision herein may not require Sublandlord's consent or otherwise satisfy any such obligations) shall be to request Landlord to request the same in writing from Master Landlord, as and when requested to do so by Subtenant, and to request Landlord to use Landlord’s reasonable efforts (provided Subtenant pays all costs incurred by Sublandlord and Landlord in connection therewith) to obtain Master Landlordstates that only Sublandlord's performance; (iv) Sublandlord shall have no liability to Subtenant with respect to (a) representations and warranties made by Master Landlord under the Master Lease, (b) any indemnification obligations of Master Landlord under the Master Lease, or other obligations or liabilities of Master Landlord under the Master Lease with respect to compliance with laws, condition of the Subleased Premises, the building project of which they are a part, or Hazardous Materials, and (c) obligations under the Master Lease to repair, maintain, restore, or insure all or any portion of the Subleased Premises or the building project of which they are a part, regardless of whether the incorporation of one or more provisions of the Master Lease might otherwise operate to make Sublandlord liable therefor; (v) with respect to any approval or consent required to be obtained from the Master Landlord under the Master Lease, such approval or consent must be obtained from each of Sublandlord, Master Landlord and Landlord, and the approval of Sublandlord may be withheld if Master Landlord's or Landlord’s approval or consent is not obtained; (vi) in any case where "Tenant" is to indemnify, release or waive claims against "Landlord", such indemnity, release or waiver shall be deemed to run from Subtenant to each of Sublandlord, Landlord and Master Landlord; (vii) Subtenant shall pay all {2779-0002/;2} consent and review fees set forth in the Lease and Master Lease to each of Sublandlord, Landlord and Master Landlord (provided that Sublandlord shall be obligated to pay any such fees to Landlord and Master Landlord arising out of the execution of this Sublease); (viii) Subtenant shall not have the right to terminate this Sublease due to casualty or condemnation unless Sublandlord has such right and exercises such right under the Lease, and as between Sublandlord and Subtenant only, all insurance proceeds or condemnation awards received by Sublandlord under the Lease shall be deemed to be the property of Sublandlord; and (ix) in any case where "Tenant" is to execute and deliver certain documents or notices to "Landlord", such obligation shall be deemed to run from Subtenant to each of Sublandlord, Landlord and Master Landlord; and (x) the following provisions of the Master Lease are expressly not incorporated herein by reference: Sections 1.1, 1.2, 1.3, 1.4, 1.5, 1.8, 2.1, 2.3, 2.4, and 2.7, Article 3, Sections 15.1, 19.3.B. 39.10, and 40.1 and Exhibit C of the Original Lease; Sections 2 and 3 of the First Amendment; and Section 2 of the Second Amendmentrequired.
2.3 Subtenant shall keep in force at all times throughout the Sublease Term, at Subtenant’s expense, for the benefit of Sublandlord, Landlord and Master Landlord, the same insurance as the Tenant under the Master Lease is required to carry, with Sublandlord, Landlord, Master Landlord and any other parties designated by Sublandlord, Landlord or Master Landlord as additional insureds. With respect to the waiver of subrogation contained in the Master Lease, such waiver shall be deemed to be modified to constitute an agreement by and among Master Landlord, Landlord, Sublandlord and Subtenant (and each of Master Landlord’s and Landlord’s consent to this Sublease shall be deemed to constitute its approval of this modification).
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