By Subtenant Clause Samples

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 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: (a) the occupancy or use of any portion of the Property by Subtenant or Subtenant’s Occupants (including, without limitation, any slip and fall or other accident on the Property involving Subtenant or Subtenant’s Occupants), unless directly and proximately caused by Sublandlord or Sublandlord’s employees, agents or contractors; or (b) any Hazardous Materials deposited, released or stored by Subtenant or Subtenant’s Occupants on the Property. If any action or proceeding is brought against Sublandlord or Landlord or their respective employees by reason of any of the matters set forth in the preceding sentence that creates an obligation under the preceding sentence for Subtenant to defend, Subtenant, on notice from Sublandlord or Landlord, shall defend Sublandlord and Landlord and their respective employees at Subtenant’s sole cost and expense with competent and licensed legal counsel reasonably satisfactory to Sublandlord or Landlord or both of them, as the case may be, but selected by Subtenant. The provisions of this Paragraph 9.1 shall survive the expiration of the Sublease Term or the sooner expiration of this Sublease.

By Subtenant. Subtenant shall not, without Sublessor's prior written consent, assign, mortgage, pledge, encumber, hypothecate or otherwise transfer or permit the transfer of this Sublease or Subtenant's interest (or any part thereof) in this Sublease or any of Subtenant's rights or obligations hereunder, in whole or in part, by operation of law, court decree or otherwise, nor shall Subtenant sublease the Premises or any part thereof without the prior written consent of Sublessor. Any attempted assignment, subletting, encumbrance or other transfer by Subtenant in violation of the terms and covenants of this Paragraph 16 shall automatically be a Default under the terms of this Sublease subject to the remedies described herein. Any assignee or sublessee which is approved and permitted pursuant hereto must expressly accept and assume in writing all of the obligations of Subtenant hereunder. The consent of Sublessor to any such assignment, sublease or other transfer may be withheld by Sublessor in Sublessor's sole and arbitrary discretion. Sublessor may further impose conditions on the granting of consent to any such assignment, sublease or other transfer as Sublessor may, in Sublessor's sole and arbitrary discretion, desire. If the Subtenant desires to assign or otherwise transfer this Sublease or any right or interest hereunder or to enter into any sublease of the Premises, then Subtenant shall deliver written notice of such intent to the Sublessor, together with a copy of the proposed instrument of assignment, transfer or sublease, at least thirty (30) days prior to the effective date of the proposed assignment or transfer or commencement date of the term of the proposed sublease. In the event of any approved sublease or assignment or other transfer hereunder, the Subtenant shall not be released or discharged from any liability or obligation (whether past, present or future) under this Sublease, including any renewal term of this Sublease, it being agreed that upon any such assignment, transfer or subletting, Subtenant shall not be relieved of any obligations hereunder and shall continue to have liability under this Sublease with respect to the Premises throughout the Term. If the rental rate agreed upon between Subtenant and any proposed subtenant under any proposed sublease of the Premises (or any part thereof) is greater than the rental rate that Subtenant must pay Sublessor hereunder for that portion of the Premises that is subject to such proposed sublease, or if any...

By Subtenant. Subtenant shall, except to the extent caused by Sublandlord’s gross negligence or willful misconduct, indemnify, protect, defend and hold harmless Master Landlord and Sublandlord and their respective affiliates, officers, directors, employees, shareholders, agents, contractors, partners and lenders, from and against any and all Claims occurring within the Subleased Premises or 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. To the extent not expressly prohibited by applicable law, Subtenant, on behalf of Subtenant and its insurers, waives, releases and discharges Owner from all claims, actions, demands, liabilities, damages, costs, penalties, forfeitures, losses or expenses, including, without limitation, reasonable attorneys’ fees and the costs and expenses of enforcing any indemnification, defense or hold harmless obligation under this Sublease (hereafter “Claims”) whatsoever arising out of damage to or destruction of the leasehold improvements, trade fixtures, furnishings, equipment, goods, personal property, inventory, and, other personal property or business, and any loss of use or business interruption, regardless whether any such Claim results from the negligence or fault of Owner or otherwise, occasioned by any fire or other casualty occurrence whatsoever, to the extent such loss or damage is covered by insurance or required to be covered by insurance under this Sublease, or in the event of a failure to maintain such required insurance, would be covered by the insurance required to be maintained under this Sublease. Subtenant shall cause its policy or policies of property insurance, which Subtenant is required to maintain pursuant to this Sublease, to include the insurer’s waiver of subrogation with respect to such Claims. Subtenant will look only to Subtenant’s insurance coverage (regardless whether Subtenant maintains any such coverage) in the event of any Claim. Except as specifically provided in Section 11(b), Subtenant is solely responsible for providing such insurance as may be required to protect Subtenant, its employees and invitees against any injury, loss, or damage to persons or property occurring in the Premises or at the Building, including, without limitation, any loss of business or profits from any casualty or other occurrence at the Premises. Subject to the waiver of subrogation set forth herein, Subtenant, to the fullest extent permitted by applicable law, and except to the extent arising from the gross negligence or willful misconduct of Owner, Sublandlord’s Agent or their respective agents, contractors or employees, shall indemnify, defend (with counsel reasonably acceptable to Owner) and hold harmless Owner from and against all Claims made by third parties arising (a) from any accident, injury, or occurrence in or about the Premises, (b) out of or relating to an Event of Default under this Sublease or Subtenant’s use or occupancy of the Premises o...

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.

By Subtenant. Subtenant hereby appoints the following person as Subtenant's representative ("Subtenant's Representative") to act for Subtenant in all matters covered by this Work Letter: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇.

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.