By Subtenant. Subtenant agrees that it will occupy the Subleased Premises in accordance with the terms of the Master Lease and will not suffer to be done or omit to do any act which may result in a violation of or a default under any of the terms and conditions of the Master Lease, or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including attorneys fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, Subtenant’s failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease. Any other provision in this Sublease to the contrary notwithstanding, Subtenant shall pay to Sublandlord as Rent hereunder any and all sums which Sublandlord may be required to pay Landlord arising out of a request by Subtenant for, or use by Subtenant of, additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated with after-hours HVAC usage and overstandard electrical charges).
By Subtenant. Subtenant shall indemnify, defend and hold harmless Sublandlord and Landlord and their respective 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 Subtenant. Subtenant will occupy the Subleased Premises in accordance with the terms of the Master Lease (to the extent incorporated herein) and will not suffer to be done, or omit to do, any act which may result in a violation of or a default under the Master Lease, or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant will indemnify, defend protect and hold Sublandlord harmless from and against any loss, cost, damage or liability (including attorneys’ fees) of any kind or nature (“Claims”) arising out of, by reason of, or resulting from, Subtenant’s failure to perform or observe any of the terms and conditions of the Master Lease (to the extent incorporated herein) or this Sublease.
By Subtenant. Subtenant shall not make any alterations to or modifications of the Leased Premises or construct any improvements within the Leased Premises until Sublandlord and Head Landlord shall have first approved, in writing, the plans and specifications therefor, which approval shall not be unreasonably withheld or delayed. Sublandlord’s approval shall be conditioned upon the Subtenant restoring the alterations within the Leased Premises to their delivery condition prior to the surrender of the Leased Premises upon the Expiration Date or termination of the Sublease. Subtenant’s written request to Sublandlord and Head Landlord shall also contain a request for Sublandlord and Head Landlord each to elect whether or not it will require the removal of the subject alterations, modifications or improvements at the expiration or earlier termination of this Sublease. If such additional request is not included, Sublandlord and Head Landlord each may make such election at the expiration or earlier termination of this Sublease. All modifications, alterations or improvements, once approved by Sublandlord and Head Landlord, shall be made, constructed or installed by Subtenant at Subtenant’s expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Sublandlord and Head Landlord, in substantial compliance with the approved plans and specifications therefor. All work undertaken by Subtenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Subtenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Sublease have been satisfied, (iii) Subtenant shall have given Sublandlord and Head Landlord at least five (5) business days prior written notice of its intention to commence such work so that Sublandlord and Head Landlord may post and file notices of non-responsibility, and (iv) if requested by Sublandlord or Head Landlord, Subtenant shall have obtained builder’s risk insurance in an amount satisfactory to Sublandlord and/or Head Landlord in its reasonable discretion to cover any perils relating to the proposed work not covered by insurance carried by Subtenant pursuant to Article 9. In no event shall Subtenant make any modification, alterations or impr...
By Subtenant. Subtenant shall, except to the extent caused by Sublandlord’s or Master Landlord’s gross negligence or willful misconduct, indemnify, protect, defend and hold harmless Master Landlord and Sublandlord and their affiliates, agents, partners and lenders, from and against any and all Claims arising out of, involving, or in connection with, (a) the use or occupancy of the Subleased Premises by Subtenant, (b) the acts or omissions of Subtenant or any of Subtenant’s invitees, agents or employees, (c) any breach of this Sublease by Subtenant, and (d) any violation of Applicable Laws caused by Subtenant. If any action or proceeding is brought against Master Landlord or Sublandlord by reason of any of the foregoing matters, Subtenant shall upon notice defend the same at Subtenant’s expense by counsel reasonably satisfactory to Master Landlord and Sublandlord.
By Subtenant. The occurrence of any of the following events (each, an “Event of Default”) shall constitute a material default and breach of this Sublease by Subtenant: (a) Subtenant’s failure to pay Rent, where such failure shall continue for a period of three (3) days following Subtenant’s receipt of written notice thereof from Sublandlord; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure, Section 1161, (b) the occurrence of a material default or breach of the Master Lease beyond applicable notice and cure periods contained therein due to Subtenant’s acts or omissions, or (c) the occurrence of any of the events described in Section 19.1
By Subtenant. Subtenant shall, at any time and from time to time, at the request of Sublessor, execute, acknowledge and deliver to Sublessor a certificate by Subtenant certifying that to the best of its knowledge, (i) that this Sublease is unmodified and in full force and effect (or, if there have been modifications, the extent to which this Sublease is in full force and effect as modified and stating the modifications), (ii) whether there then exist any offsets or defenses against the enforcement by Sublessor of any of the provisions of this Sublease (and if so, specifying the same), (iii) the dates, if any, to which the Base Rent and other amounts payable hereunder have been paid in advance, (iv) the address to which notices to Subtenant should be sent pursuant to this Sublease and (v) any other information as may be reasonably requested by Sublessor. Any such certificate may be relied upon by any prospective Sublessor Mortgagee or assignee of Sublessor's interest hereunder.
By Subtenant. Subtenant represents and warrants to Sublandlord as follows: Subtenant 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 Subtenant; and the execution, delivery and performance of this Sublease by Subtenant 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 Subtenant's knowledge, threatened which could impair the enforceability of this Sublease against Subtenant, or terminate the Master Lease or Subtenant's interest in the Sublease Premises. There has not been filed by or against Subtenant 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 Subtenant.
By Subtenant. In addition to the events of default set forth in the Master Lease, a default by Subtenant under the Manufacturing Agreement shall, upon the expiration of any available cure period set forth therein, automatically and without further notice, constitute a non-curable default under this Sublease.
By Subtenant. Subtenant shall indemnify, defend and hold harmless Sublandlord from and against all losses, costs, damages, expenses and liabilities, including, without limitation, reasonable attorneys' fees and costs, which Sublandlord may incur or pay out by reason of (a) any personal injury, death or property damage occurring in or on the Subleased Premises (except to the extent caused by or resulting from the negligence or willful misconduct of Sublandlord, Landlord or their respective agents, employees, contractors or invitees); (b) any breach or default by Subtenant under this Sublease; (c) any act or omission of Subtenant which results in a breach or default by Sublandlord under the Master Lease; (d) any failure by Subtenant to surrender the Subleased Premises upon the expiration or earlier termination of this Sublease in the condition required hereby; or (e) any negligent act or omission or any intentional wrongdoing by Subtenant or any of its agents, employees, contractors or invitees.
