Representations of Sublandlord. (a) Sublandlord hereby warrants and represents that (i) it is leasing certain premises pursuant to the Base Lease, which includes the demised premises; (ii) the Base Lease is in full force and effect; (iii) it has a valid leasehold interest in the demised premises under the Base Lease; (iv) the Sublease sets forth the entire agreement of the parties with respect to Subtenant's leasing of the demised premises; (v) as of the date hereof, there exists, to the best of Sublandlord's knowledge, no circumstances, condition or act of default beyond any applicable grace and cure periods which would entitle or permit the Base Landlord to terminate the Base Lease; and (vi) it will not modify or surrender the Base Lease so as to deprive Subtenant of its rights or remedies under this Sublease without the prior written consent of Subtenant. (b) Sublandlord shall send a copy of any notice of default or notice of termination of the Base Lease received from the Base Landlord to Subtenant. (c) Sublandlord covenants that it will (i) pay all rent and additional rent when due pursuant to, and (ii) observe all the other terms and conditions of, the Base Lease provided that (a) it is not prevented from doing so by Subtenant and (b) Subtenant is not in default hereunder. If Sublandlord shall fail to observe any of the terms and/or fail to pay any such amounts to the Base Landlord as and when such amounts shall be due and payable, and provided further that (i) Sublandlord has not made such payments and/or observed such terms within a period equal to one-half of the applicable grace period, if any, under the Base Lease and (ii) Sublandlord has not notified Subtenant that Sublandlord has obtained an injunction against the Base Landlord with respect to the enforcement of any default notice sent by the Base Landlord to Sublandlord as a result of Sublandlord's failure to make such payments and/or observe the terms of the Base Lease, then in such event, Subtenant may, but shall not be obligated to, expend such sums as may be necessary to observe or perform such terms, provisions and conditions and/or pay such rent, additional rent and other charges to the Base Landlord for the account of Sublandlord, and any amount so paid shall become immediately due and payable to Subtenant from Sublandlord upon demand, and if not so paid by Sublandlord. Subtenant shall have the right to offset such amounts against future fixed and additional rental payments hereunder, notwithstanding anything to the contrary contained herein. (d) If, at any time during the term of this Sublease, (i) Sublandlord is in default of its obligations under the Base Lease beyond any applicable grace and cure periods and (ii) Sublandlord receives a notice of termination of the Base Lease from the Base Landlord pursuant to the provisions of the Base Lease which Sublandlord is not contesting or defending against, then, only in such event, shall Subtenant have the right, in addition to and without prejudice to those rights of recovery which may be available through other actions or procedures at law or in equity, to terminate this Sublease upon written notice to Sublandlord.
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Representations of Sublandlord. (a) Sublandlord hereby warrants represents to Subtenant that a true and represents that (i) it is leasing certain premises pursuant to correct copy of the Base Master Lease, which includes redacted to expunge certain confidential economic information, is attached hereto as Exhibit A, that the demised premises; (ii) the Base Master Lease is in full force and effecteffect and has not been amended, and that, to Sublandlord’s knowledge, no default exists on the part of Sublandlord or Master Landlord under the Master Lease. As long as no Event of Default by Subtenant exists hereunder, Sublandlord (i) shall continue to perform the obligations of tenant under the Master Lease which are not incorporated herein, including the obligation of Sublandlord to pay rent to Master Landlord in accordance with the provisions of the Master Lease and (ii) agrees not to voluntarily terminate, cancel or surrender the Master Lease with respect to the Sublease Premises during the Sublease Term, or modifying the Master Lease in any way which would materially interfere with Subtenant’s rights hereunder, subject, however to any termination of the Master Lease without the fault of the Sublandlord. As of the execution date of this Sublease, Sublandlord represents and warrants that (i) it has received no notice of default from Master Landlord under the Master Lease; (ii) there is no event or circumstance that, with the giving of notice or the passage of time would constitute a default under the Master Lease; and (iii) it has a valid leasehold interest in paid all Annual Fixed Rent and Additional Rent, to the demised premises under extent due and payable, pursuant to the Base Master Lease; . Sublandlord represents that Sublandlord has not granted any (iv) the Sublease sets forth the entire agreement y)existing rights of the first offer or refusal held by third parties with respect to Subtenant's leasing of the demised premises; Temporary Premises or the Sublease Premises or (vz) as of the date hereof, there exists, to the best of Sublandlord's knowledge, no circumstances, condition other sublease or act of default beyond any applicable grace and cure periods which would entitle or permit the Base Landlord to terminate the Base Lease; and (vi) it will not modify or surrender the Base Lease so as to deprive Subtenant of its rights or remedies under this Sublease without the prior written consent of Subtenant.
(b) Sublandlord shall send a copy of any notice of default or notice of termination of the Base Lease received from the Base Landlord to Subtenant.
(c) Sublandlord covenants that it will (i) pay all rent and additional rent when due pursuant to, and (ii) observe all the other terms and conditions of, the Base Lease provided that (a) it is not prevented from doing so by Subtenant and (b) Subtenant is not in default hereunder. If Sublandlord shall fail to observe any of the terms and/or fail to pay any such amounts to the Base Landlord as and when such amounts shall be due and payable, and provided further that (i) Sublandlord has not made such payments and/or observed such terms within a period equal to one-half of the applicable grace period, if any, under the Base Lease and (ii) Sublandlord has not notified Subtenant that Sublandlord has obtained an injunction against the Base Landlord occupancy arrangement with respect to the enforcement of any default notice sent by Temporary Premises or the Base Landlord to Sublandlord as a result of Sublandlord's failure to make such payments and/or observe the terms of the Base Lease, then in such event, Subtenant may, but shall not be obligated to, expend such sums as may be necessary to observe or perform such terms, provisions and conditions and/or pay such rent, additional rent and other charges to the Base Landlord for the account of Sublandlord, and any amount so paid shall become immediately due and payable to Subtenant from Sublandlord upon demand, and if not so paid by Sublandlord. Subtenant shall have the right to offset such amounts against future fixed and additional rental payments hereunder, notwithstanding anything to the contrary contained hereinSublease Premises.
(d) If, at any time during the term of this Sublease, (i) Sublandlord is in default of its obligations under the Base Lease beyond any applicable grace and cure periods and (ii) Sublandlord receives a notice of termination of the Base Lease from the Base Landlord pursuant to the provisions of the Base Lease which Sublandlord is not contesting or defending against, then, only in such event, shall Subtenant have the right, in addition to and without prejudice to those rights of recovery which may be available through other actions or procedures at law or in equity, to terminate this Sublease upon written notice to Sublandlord.
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