Subletting Permitted. (a) Notwithstanding anything herein to the contrary, all agreements permitted in this Section 19.3 shall at all times be pursuant to arms-length terms and conditions and at not less than market rates at the time of such transaction with parties who are not Prohibited Persons and shall be restricted to uses thereof permitted under Section 10.1, and in any case specifically excluding all Prohibited Uses. In no event may Tenant sublease premises at the Coliseum Plaza Improvements to Affiliates at below market rents as part of an arrangement designed to reduce the Coliseum Plaza Revenues in which Landlord would otherwise participate under Section 6.1. Subject to the foregoing requirements and conditions, Tenant may sublet portions of the Premises for a term or terms expiring prior to the expiration of the Lease Term (and any sub-sublettings on such terms shall also be permitted) and on such terms as shall be determined by Tenant in its sole discretion, provided (x) such subleases are by their terms specifically made subject and subordinate to this Lease and any renewals, modifications or extensions of this Lease, and (y) such subleases shall provide that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not (1) be liable for any previous act or omission of Tenant under such sublease or breach of any representation or warranty of Tenant under such sublease; (2) be subject to any offset or defense which theretofore accrued to such subtenant against Tenant; (3) be bound by any prepayment of more than one (1) month's rent or additional charges or for any security or other lease deposits unless actually received by Landlord; (4) assume or be bound by any of Tenant's liabilities under indemnification or hold harmless agreements in the sublease; (5) be liable to the subtenant beyond Landlord's interest in the Premises; or (6) be obligated to complete or incur any liability with respect to the completion of any construction to be performed by Tenant under the sublease. Until such time, if any, that Landlord shall elect to have a subtenant attorn to Landlord as provided in this Section 19.3(a), such subtenant shall not, for any reason whatsoever, be or be deemed to be a lessee of Landlord. Tenant shall give Landlord a copy of all subleases within twenty (20) days following the execution thereof. (b) If at any time during the Lease Term, Tenant has applied for financial assistance from the Nassau County Industrial Development Agency or the Town of Hempstead Industrial Development Agency or any other similar agency (collectively, the "▇▇▇"), then notwithstanding any of the other provisions of this Article 19, to the extent permitted to do so by the applicable ▇▇▇, the parties agree that this Lease may be collaterally assigned by Tenant or the Tenant may sublet the Premises and any improvements thereon and any other property demised hereunder, in whole or in part, to the ▇▇▇, and upon such assignment or sublease to the ▇▇▇, a sublease or assignment, as applicable, may be entered into between the ▇▇▇ and Tenant subleasing the Premises (or portion of the Premises) and any improvements thereon to Tenant on terms and conditions identical to the terms and conditions of this Lease; provided, however, that any such assignment or sublease(s) shall not relieve Tenant from any of its liabilities or obligations hereunder. Tenant shall give Landlord a copy of all such collateral assignments and subleases with the ▇▇▇ within twenty (20) days following the execution thereof. (c) Tenant, with commercially reasonable practices, shall enforce the provisions of each sublease, so that each subtenant at all times remains in compliance with this Lease and permit no acts or omissions that adversely affects any structural component. If the breach of a sublease by the subtenant thereunder constitutes a material violation of this Lease in respect of structural components, Tenant shall promptly commence and diligently prosecute any and all appropriate legal proceedings necessary to cause such subtenant to cure such breach. (d) If requested by Tenant, Landlord shall recognize a subtenant as the direct tenant of Landlord upon the termination of this Lease for any reason, provided at the time of the termination of this Lease (x) no default exists under sublease on the part of the subtenant beyond the expiration of any applicable cure period and which at such time would permit the landlord thereunder to terminate the sublease, and (y) the subtenant delivers to Landlord an instrument confirming the agreement of subtenant to attorn to Landlord and to recognize Landlord as subtenant's landlord under the sublease, which instrument shall provide that neither Landlord, nor anyone claiming by, through or under Landlord, shall: (1) be liable for any previous act or omission of Tenant under such sublease or breach of any representation or warranty of Tenant under such sublease; (2) be subject to any offset or defense which theretofore accrued to such subtenant against Tenant; (3) be bound by any prepayment of more than one (1) month's rent or additional charges or for any security or other lease deposits unless actually received by Landlord; (4) assume or be bound by any of Tenant's liabilities under indemnification or hold harmless agreements in the sublease; (5) be liable to the subtenant beyond Landlord's interest in the Premises; or (6) be obligated to complete or incur any liability with respect to the completion of any construction to be performed by Tenant under the sublease. Until such time, if any, that Landlord shall recognize a subtenant as the direct tenant of Landlord as provided in this Section 19.3(d), such subtenant shall not, for any reason whatsoever, be or be deemed to be a lessee of Landlord.
Appears in 1 contract
Sources: Plaza Lease
Subletting Permitted. (a) Notwithstanding anything herein to the contrary, all agreements permitted in this Section 19.3 shall at all times be pursuant to arms-length terms and conditions and at not less than market rates at the time of such transaction with parties who are not Prohibited Persons and shall be restricted to uses thereof permitted under Section 10.1Coliseum Uses, and in any case specifically excluding all Prohibited Uses. In no event may Tenant sublease premises at the Coliseum Plaza Improvements to Affiliates at below market rents as part of an arrangement designed to reduce the Coliseum Plaza Revenues in which Landlord would otherwise participate under Section 6.1. Subject to the foregoing requirements and conditions, Tenant may sublet portions of the Premises including, without limitation, the Coliseum, for a term or terms expiring prior to the expiration of the Lease Term (and any sub-sub- sublettings on such terms shall also be permitted) and on such terms as shall be determined by Tenant in its sole discretion, provided (x) such subleases are by their terms specifically made subject and subordinate to this Lease and any renewals, modifications or extensions of this Lease, and (y) such subleases shall provide that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not (1) be liable for any previous act or omission of Tenant under such sublease or breach of any representation or warranty of Tenant under such sublease; (2) be subject to any offset or defense which theretofore accrued to such subtenant against Tenant; (3) be bound by any prepayment of more than one (1) month's rent or additional charges or for any security or other lease deposits unless actually received by Landlord; (4) assume or be bound by any of Tenant's liabilities under indemnification or hold harmless agreements in the sublease; (5) be liable to the subtenant beyond Landlord's interest in the Premises; or (6) be obligated to complete or incur any liability with respect to the completion of any construction to be performed by Tenant under the sublease. Until such time, if any, that Landlord shall elect to have a subtenant attorn to Landlord as provided in this Section 19.3(a), such subtenant shall not, for any reason whatsoever, be or be deemed to be a lessee of Landlord. Tenant shall give Landlord a copy of all subleases within twenty (20) days following the execution thereof.
(b) If at any time during the Lease Term, Tenant has applied for financial assistance from the Nassau County Industrial Development Agency or the Town of Hempstead Industrial Development Agency or any other similar agency (collectively, the "▇▇▇"), then notwithstanding any of the other provisions of this Article 19, to the extent permitted to do so by the applicable ▇▇▇, the parties agree that this Lease may be collaterally assigned by Tenant or the Tenant may sublet the Premises and any improvements thereon and any other property demised hereunder, in whole or in part, to the ▇▇▇, and upon such assignment or sublease to the ▇▇▇, a sublease or assignment, as applicable, may be entered into between the ▇▇▇ and Tenant subleasing the Premises (or portion of the Premises) and any improvements thereon to Tenant on terms and conditions identical to the terms and conditions of this Lease; provided, however, that any such assignment or sublease(s) shall not relieve Tenant from any of its liabilities or obligations hereunder. Tenant shall give Landlord a copy of all such collateral assignments and subleases with the ▇▇▇ within twenty (20) days following the execution thereof.
(c) Tenant, with commercially reasonable practices, shall enforce the provisions of each sublease, so that each subtenant at all times remains in compliance with this Lease and permit no acts or omissions that adversely affects any structural component. If the breach of a sublease by the subtenant thereunder constitutes a material violation of this Lease in respect of structural components, Tenant shall promptly commence and diligently prosecute any and all appropriate legal proceedings necessary to cause such subtenant to cure such breach.
(d) If requested by Tenant▇▇▇▇▇▇, Landlord shall recognize a subtenant as the direct tenant of Landlord upon the termination of this Lease for any reason, provided at the time of the termination of this Lease (x) no default exists under sublease on the part of the subtenant beyond the expiration of any applicable cure period and which at such time would permit the landlord thereunder to terminate the sublease, and (y) the subtenant delivers to Landlord an instrument confirming the agreement of subtenant to attorn to Landlord and to recognize Landlord as subtenant's landlord under the sublease, which instrument shall provide that neither Landlord, nor anyone claiming by, through or under Landlord, shall:
(1) be liable for any previous act or omission of Tenant under such sublease or breach of any representation or warranty of Tenant under such sublease;
(2) be subject to any offset or defense which theretofore accrued to such subtenant against Tenant▇▇▇▇▇▇;
(3) be bound by any prepayment of more than one (1) month's rent or additional charges or for any security or other lease deposits unless actually received by Landlord;
(4) assume or be bound by any of Tenant's liabilities under indemnification or hold harmless agreements in the sublease;
(5) be liable to the subtenant beyond Landlord's interest in the Premises; or
(6) be obligated to complete or incur any liability with respect to the completion of any construction to be performed by Tenant under the sublease. Until such time, if any, that Landlord shall recognize a subtenant as the direct tenant of Landlord as provided in this Section 19.3(d), such subtenant shall not, for any reason whatsoever, be or be deemed to be a lessee of Landlord.
Appears in 1 contract
Sources: Coliseum Lease