By Sublandlord. Sublandlord agrees that it will perform its obligations under the Master Lease during the Term and will not amend or modify the Master Lease in any way or take any action under the Master Lease which would increase Subtenant’s obligations hereunder (other than in a de minimus way, such as requiring Subtenant to send notices to an additional address, etc.) or materially adversely affect Subtenant’s rights hereunder. Without limitation, Sublandlord agrees that it will not terminate the Master Lease without the prior written consent of Subtenant, except as Sublandlord may be entitled to terminate the Master Lease in the event of casualty or condemnation. Sublandlord represents to Subtenant that the Master Lease is in full force and effect and Sublandlord has neither given nor received a notice of default under the Master Lease. Except as expressly set forth herein, Subject to the provisions of Section 10.4 of the Original Master Lease as incorporated herein by reference by Section 6.2 below and to the provisions of clause (b) of Section 12 below, Sublandlord shall indemnify, defend, protect and hold harmless Subtenant harmless from, all damages, liabilities, losses, claims, attorneys’ fees, costs and expenses arising from the negligence or willful misconduct of Sublandlord or its agents or contractors or a breach of Sublandlord’s obligations under this Sublease or the Master Lease.
By Sublandlord. Sublandlord agrees that it will perform its obligations under the Master Lease during the Term and will not amend or modify the Master Lease in any way or knowingly take any action under the Master Lease which would increase Sublandlord’s obligations hereunder (other than in a de minimus way, such as requiring Subtenant to send notices to an additional address, etc.) or materially adversely affect Subtenant’s rights hereunder. Without limitation, Sublandlord agrees that it will not terminate the Master Lease without the prior written consent of Subtenant, except as Sublandlord may be entitled to terminate the Master Lease in the event of casualty or condemnation.
By Sublandlord. Sublandlord shall indemnify, defend and hold harmless Subtenant and Subtenant’s employees from and against all demands, claims, causes of action, judgments, losses, damages, liabilities, fines, penalties, costs and expenses, including attorneys’ fees, arising from either of the following:
By Sublandlord. Sublandlord will not commit any act which may result in a default under the Master Lease. Sublandlord will indemnify, defend protect and hold Subtenant harmless from and against any Claims arising out of, by reason of, or resulting from, Sublandlord’s failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease (except to the extent that any such failure to perform or observe such terms and conditions is attributable to the acts or omissions of Subtenant or Subtenant’s employees, agents, representatives or contractors).
By Sublandlord. In the event of Sublandlord’s failure to perform any of its covenants or agreements under this Sublease, including any obligation under the Master Lease which has become Sublandlord’s obligation by virtue of its incorporation herein by reference, Subtenant shall give Sublandlord written notice of such failure and shall give Sublandlord thirty (30) days to cure or commence to cure such failure prior to any claim for breach or results in damages, provided, however, that if the nature of the default is such that it cannot reasonably be cured within said thirty (30) day period, Sublandlord shall not be deemed in default if it commences within such period to cure, and thereafter diligently prosecute the same to completion. Subtenant’s sole remedy upon Sublandlord’s default hereunder shall be an action for damages for injunctive or declaratory relief.
By Sublandlord. Sublandlord shall, except to the extent caused by Subtenant’s gross negligence or willful misconduct, indemnify, protect, defend and hold harmless Subtenant and its affiliates, agents, partners and lenders, from and against any and all Claims arising out of, involving, or in connection with, (a) Sublandlord’s gross negligence or willful misconduct, (b) any breach of this Sublease by Sublandlord, and (c) Sublandlord’s use and occupancy of the Reserved Premises. If any action or proceeding is brought against Subtenant by reason of any of the foregoing matters, Sublandlord shall upon notice defend the same at Sublandlord’s expense by counsel reasonably satisfactory to Subtenant.
By Sublandlord. In the event that Sublandlord (i) defaults in the performance or observance of any of Sublandlord’s remaining obligations under the Master Lease, or (ii) fails to perform Sublessor’s stated obligations under this Sublease and such failure continues for thirty (30) days following written notice thereof from Subtenant, or (iii) fails to enforce, for Subtenant’s benefit, Master Landlord’s obligations under the Master Lease (to the extent expressly required by this Sublease), then Subtenant shall give Sublandlord notice specifying in what manner Sublandlord has defaulted, and if such default shall not be cured by Sublandlord within thirty (30) days thereafter (except that if such default cannot be cured within said thirty (30) day period, this period shall be extended for an additional reasonable time, provided that Sublandlord commences to cure such default within such thirty (30) day period and proceeds diligently thereafter to effect such cure as quickly as possible), then Subtenant shall be entitled to cure such default and promptly collect from Sublandlord Subtenant’s reasonable expenses in so doing (including, without limitation, reasonable attorneys’ fees and court costs).
By Sublandlord. Sublandlord represents and warrants to Subtenant as follows: Sublandlord is duly organized and validly existing as a corporation under the laws of the State of Delaware; is qualified to transact business in the State of California; has all lawful power and authority to enter into this Sublease and perform the obligations on its part to be performed by Sublandlord; and the execution, delivery and performance of this Sublease by Sublandlord has been authorized by all necessary corporate action. When executed and delivered by Subtenant and Sublandlord, this Sublease shall be binding and enforceable against Subtenant in accordance with its terms, subject only to the satisfaction of the conditions precedent set forth herein, and the application of equitable principles or bankruptcy rules and regulations which may limit certain rights or remedies of the parties under certain circumstances. No consent, approval, permit or authorization of any person, entity or governmental agency is required as a condition to the validity or enforceability of this Sublease in accordance with its terms. No litigation, arbitration or other adversarial or governmental proceeding is pending or, to Sublandlord's knowledge, threatened which could impair the enforceability of this Sublease against Sublandlord, or terminate the Master Lease or Sublandlord's interest in the Sublease Premises. There has not been filed by or against Sublandlord a petition in bankruptcy, voluntary or otherwise, any assignment for the benefit of creditors, any petition seeking reorganization or arrangement under the bankruptcy laws of the United States or any state thereof, or any other action brought pursuant to such bankruptcy laws with respect to Sublandlord.
By Sublandlord. Sublandlord shall indemnify, defend and hold harmless Subtenant from and against all losses, costs, damages, expenses and liabilities, including, without limitation, reasonable attorneys' fees and costs, which Subtenant may incur or pay out by reason of (a) any personal injury, death or property damage caused by or resulting from the negligence or willful misconduct of Sublandlord or its agents, employees, contractors or invitees (except to the extent caused by or resulting from the negligence or willful misconduct of Subtenant or its agents, employees, contractors or invitees); (b) any breach or default by Sublandlord under this Sublease; or (c) any termination of this Sublease occurring prior to the Expiration Date which results from the breach or default by Sublandlord under the Master Lease.
By Sublandlord. Sublandlord represents and warrants to Subtenant that :
